Ask an expert: How can organisations have effective AGMs over Zoom?

*Produced by SilverKris for HC Consultancy*

An annual general meeting is a gathering of the general membership of an organisation, be it a company, non-profit organisation, association or society. These meetings may be required by law or by the organisations’ constitution, charter or by-laws. The AGM is an opportunity for members to get details about the organisation’s financial performance for the past year, election/re-election of its directors, appointment of auditors, director’s fees and shareholder dividends. During this meeting, members can also raise questions about the company’s performance and strategy, as well as vote on proposed resolutions.

But the Covid-19 pandemic has caused large in-person gatherings to be deferred indefinitely, and like many other business functions, AGMs have gone virtual in 2020.

As the co-founder of one of Singapore’s leading business advisory firms, and member of several professional associations, Helen Campos has observed firsthand the advantages and challenges of virtual AGMs. While government regulations on virtual AGMs are documented, many informal grey areas persist that each company must tackle individually.

From security and confidentiality issues to technological setbacks, here are some of the most frequently occurring challenges, and how to address them.

A virtual AGM is in essence the same as a physical AGM except that it is carried out by a combination of tele-conferencing, webinar, zoom and electronic voting applications. However many traditional companies are hesitant about virtual AGMs mainly because of a lack of technological knowledge.

While there are many tech solutions out there, invitations to virtual meetings have special considerations. They may be sent via electronic means and must contain information on how to register on an online platform, the arrangement for members to access the meeting (the link to the webcast, for example), documents and resolutions that will be discussed at the meeting as well as contain instructions on how members can vote on the resolutions.

Depending on the size of the venue, an AGM can have up to 50 persons physically present in the room, provided they are safely distanced and wearing masks. The rest of the attendees must attend virtually. Government guidelines stipulate that virtual attendance is confirmed when a member has access to the audio-video feed of the meeting, is marked present and is acknowledged as being present at the virtual meeting.

Helen observes, however, that this is easier said than done. It’s common for members to turn off their video feeds. “It becomes impossible to ascertain whether a member has been in fact present throughout the meeting and actually is the one speaking or questioning the directors during the AGM,” Helen says.

Helen recommends that chairpersons request that all attendees keep their video feeds on at all times and identify themselves at the start and at the conclusion of the meeting. The members’ online registration acts as a second safeguard against mistaken identity.

The software used for virtual AGMs should meet the needs of the agenda. “Breakout rooms, password protection, collaborative software, chat functions and real-time polling are some features that may be required,” Helen says. These are not available on Facetime or Whatsapp Video, for example, even though most people are familiar with these platforms.

At the same time, ease of use is an important consideration too. “People have varying levels of experience with meeting software,” Helen says, “and a lack of experience should not exclude stakeholders from participating.” It is best to use the simplest possible platform that can still handle agenda requirements.

While video feeds can confirm that an attendee is present, they cannot guard against the presence of unauthorised persons. “How can you guarantee that someone unaffiliated with the company, a reporter or the lawyer of a disgruntled member isn’t sitting just beyond the frame, listening in on the meeting?” Helen asks.

The short answer is that you cannot. Chairpersons can, however, lay out confidentiality expectations at several points during the AGM: during the invitation send-out, at the beginning of the meeting as well as at the end of the meeting, a lot here depends on trust. Embargoes on media coverage can also be stated during the meeting.

Perhaps the most challenging aspect of the virtual AGM is voting on resolutions. As with in-person meetings, absent members can only vote with the chairperson of the meeting as proxy.

Virtual votes should ideally be conducted with the video feed of each voter on. The chairperson of the meeting may also choose to record the session should the vote need validating later. “An alternative way is to allow remote electronic voting,” Helen says, “although you have to make sure the constitution is amended to allow this, and safeguards are implemented to validate the votes submitted.” Several options of software exist to facilitate this.

While tele-conferencing platforms have become commonplace, many individuals are inexperienced in using all their features. Whether it’s connectivity issues or using the Raise Hand function, a baseline knowledge can be critical for AGMs and voting matters.

There are no legal guidelines for such challenges, but Helen says organisations may “identify those who require support and arrange for tech-savvy members to be present in the room with them during the meeting or engage a vendor to assist,” adding that each member should ideally be on their own computer and can vote individually.

For more guidance on how your business can conduct virtual AGMs, visit the official website of HC Consultancy at www.helencampos.com or email Helen at helen@helencampos.com.