This article is part of a three-part series on Navigating your Annual General Meetings and provides tips on how to run a successful AGM.
After careful planning, D-day is here and you’re ready to run a successful AGM. The venue is ready, the Chairman and Company Secretary have coordinated their responses and the members are arriving. So, what is the order of the events? How do you handle disruptive members and what’s the voting etiquette? Whether the AGM is for an incorporated association, an unlisted public company or a listed public company, the following tips can guide you on how to run a successful AGM.
Still in the planning phase? Read part one of this series first.
1. Order of the meeting
Ordinarily, it’s ideal to conduct the business of the meeting in a methodical, professional and efficient manner. This will usually involve discussing the business items first, opening for questions and answers and allowing for presentations.
Covering the business items first will allow for attendees to leave after this if they choose. Questions and presentations can be valuable but aren’t the bread and butter of the meeting. Don’t lose sight of the objectives of your AGM – passing important resolutions.
2. Order of the meeting – exception to the rule
The exception to the rule above is where the ‘mob’ is displeased and the outcome of the resolutions is uncertain. In this case, it’s wise to have the Chair and /or CEO present first to provide some background or arguments for the business items before opening up for questions. Consider also inviting an expert on the matter at hand to speak and provide some information on the issue or issues at stake. With your attendees now having a clearer understanding of the issues and their questions answered, it’s more likely that resolutions will be passed and business items resolved.
3. Addressing disruptive members
This perhaps is the greatest challenge, especially if the disruptive members are a minority. However, it can be overcome. Consider pre-AGM briefing and/or consultation to ensure that everyone is across what’s to be discussed. You can provide information and context and pre-AGM briefing ensures a greater level of transparency.
4. Voting on resolutions
Everyone gets nervous about this, but if you follow protocols in a methodical, fair and confident manner, the likelihood of successfully passing the business of the meeting will increase substantially.
Some more specific issues regarding voting:
Know your reference
Know your Constitution. It’s also imperative to review your Constitution regularly to ensure that it’s still current. Consider legal advice before elections and when updating your Constitution to allow for remote or electronic voting and communications.
To ensure clarity and transparency during meetings, it is recommended to provide members with proxy voting results when they register for attendance. Additionally, displaying PowerPoint slides for each resolution can help members understand if they have been passed or not. It is also ideal for the Chair to conduct voting through a show of hands among eligible shareholders where a quorum exists. This approach demonstrates respect for those who attended the meeting in person, regardless of the number of proxy votes. In case of contentious motions, the Chair may announce that all resolutions will be voted upon by those present, and their votes, along with proxies, will be counted and announced immediately after the meeting.
For meeting resolutions to be valid, a certain number of members must be present, known as a quorum. The specific legal requirements for the quorum of your organization should be understood. For a listed public company, only two or three members may be required, whereas for bodies like Owners Corporations, the quorum may be 75% of all owners as required by relevant legislation. If a quorum is not present, the Constitution or legislation may allow the meeting to continue, but any motions passed will only take effect after a specified period of time and subject to no objections from members.
Ordinary vs Special Resolution
For meeting resolutions to be valid, a certain number of members must be present, known as a quorum. The specific legal requirements for the quorum of your organisation should be understood. For a listed public company, only two or three members may be required, whereas for bodies like Owners Corporations, the quorum may be 75% of all owners as required by relevant legislation. If a quorum is not present, the Constitution or legislation may allow the meeting to continue, but any motions passed will only take effect after a specified period of time and subject to no objections from members.
Explanatory notes to the meeting resolutions
The Explanatory Notes serve the purpose of respecting members and providing clear reasons for resolutions. It’s crucial to take appropriate care and diligence when creating these Notes to avoid confusion and increase the chances of successful resolutions.
After the AGM, it’s important to express gratitude to those who helped make it successful and start planning for the next one without delay.