Preparing for an AGM during COVID-19? We address your burning questions

As around 290 ASX listed companies head towards the May mini-AGM season, tasked with holding their meeting in accordance with the COVID-19 distancing requirements, there are some burning questions that are still being grappled with.

As part of our recent webinar looking at the impact of COVID-19 on AGMs we received some excellent questions from attendees.

In this article our we tackle some of the key questions.

If members enter the virtual AGM using a password and via the ‘waiting room’ as authorised attendees and an online meeting poll is used for live voting, can this be considered equivalent to attendance voting? A report on polls is available from online platforms but live polls can’t be used by those attending by phone. Does this limit voting on a poll to online attendees only?

Voting on an online poll would be analogous to voting in person. Live polls can be used by online attendees only, not by those attending by phone. However, people can still participate in polls via telephone with an operator asking them to enter a number on their keypad to vote.

What are some tips on how to manage voting and officer elections at virtual AGMs, especially for smaller organisations such as not-for-profits and charities who do not have access to a professional share registry?

This is an important point for both not-for-profits and ACNC registered companies.

Most public companies limited by guarantee would provide for proxy voting in their Constitution and that allows members to cast their vote. The important point is to encourage members to appoint the chair as proxy to limit the number of people who need to attend the meeting. This comes down to careful drafting of the notice of meeting and proxy form. Read more in our Guidance — COVID-19 and the impact on AGMs.

Also, it is worth noting that polls and Q&A chat features built into the majority of platforms can work well for this.

How can companies minimise potential disruption to their AGM caused by poor home internet connection speeds?

If possible, use a wired connection instead of WiFi. Also, ensure all others using your connection are not conducting video conferences or streaming at the same time. The less bandwidth being used, the better.

Does a company still need to apply to ASIC for an extension when it seeks to rely on ASIC’s no-action position?

There is no need to apply for an extension – you can rely on the no-action position.

Have you given any further thought to EGMs, as opposed to AGMs, particularly given that ASIC’s guidance is limited to AGMs?

Yes we have, and we appreciate the difficulties. The Governance Institute will continue to lobby on this issue.

Is there some guidance specifically to assist charities who are registered with the ACNC?

The ACNC has put out some guidance on charity AGMs which should assist.

If we hold a virtual AGM should we limit the normal business to acceptance of the financial report, other reports and voting for new Board members – and withhold other business? Or should we include items such as remits and the revision of the Constitution?

This is likely to depend on how controversial the changes are and whether you think that you would be disadvantaging members by doing the constitutional changes now. A phased approach might be preferable.

The Governance Institute of Australia has been tackling a different issue related to the impact of COVID-19 on organisations at regular webinars. To see what is coming up next, please check our page here.

Watch our latest webcast: Coronavirus (COVID-19) – Global and national economic impact