ASIC highlights the importance of annual general meetings and recent trends in corporate governance

by Rory Moriarty Partner, Clayton Utz, and Rod Halstead Director - Strategic Corporate/M&A, Sydney, Clayton Utz, and Saloni Sharma Lawyer, Clayton Utz
  • The report's findings on executive remuneration, the role of proxy advisers and resolutions relating to environmental, social and governance issues, highlight the importance of the AGM as a platform for shareholder engagement.
  • A higher number of ‘against’ votes for the election of directors was found to be an expression of shareholder dissatisfaction with company performance.
  • ASIC recommended that boards carefully consider and manage ‘all material and emerging risks relevant to their company’, including those related to ESG outcomes.

Table with water glasses and notepads set out

On 29 January 2018, ASIC released Report 564: Annual General Meeting Season 2017, which reflects on recent trends and issues around company AGMs and company meetings generally. In this article, we reflect on key themes and issues raised by the report in brief.

Hybrid and virtual AGMs

Although hybrid and virtual AGMs are becoming more popular as a way to encourage shareholder participation, they do come with certain legal concerns. 

In the report, ASIC noted that widespread adoption of hybrid AGMs was not observed but that ‘constitutional changes to facilitate hybrid AGMs in the future indicated a potential trend towards this path.’ ASIC supports the use of technology to allow for companies to more meaningfully connect with their shareholders.

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