Bad AGMs (and how to avoid them): January 2020
Charles Russell Speechlys again teamed up with the Quoted Companies Alliance and ICSA, The Chartered Governance Institute, for our annual mock AGM; an evening of essential tips to help avoid those difficult AGMs that no one wants to experience. It covered what to do if issues arise, as well as other areas to consider in preparation for the 2020 ‘AGM Season’.
To read our Case Study Notes setting out the mock AGM scenario and our suggested solutions and guidance, which will be useful when considering difficulties which could arise at your own AGM, please click here.
For a general Guidance Note on how to prepare for and manage an Annual General Meeting, and the key actions after the meeting, please click here.
The event was based around an entertaining mock AGM role play and covered, amongst other topics, the responsibilities of the Chairman, managing attendees, dealing with shareholder questions and difficult shareholders. As the drama unfolded, the team was able to draw out the key issues and best practice, and offer advice to our Chairman attempting to keep order over proceedings with the aid of the audience (via live electronic voting). The role play also drew out discussion on data as an asset, including rights in data and the practicalities of collection and exploitation of data.
Preparation
Preparation is key, and this is something that in-house teams, lawyers and financial PR agencies can assist with. Be clear what can and can’t be discussed at the AGM in advance, make any necessary announcements and consider answering questions via the company’s website ahead of the AGM. Chairmen may not have been in this position before, or only infrequently; following the script on the day can help them avoid any potential legal or regulatory traps.
Attendees
Let attendees know in advance what formalities will be required to be admitted to the AGM. Consider carefully use of the Chairman’s discretion to allow or disallow attendance by shareholders, representatives or others. If difficulties arise during the meeting, make sure that the mood of the meeting is taken into account, as well as the legal formalities.
Data
Database rights are enshrined under EU law and exist in order to protect the investment made, which can be in terms of time, money and/or effort in collecting, compiling or organising data. It is important to consider the terms on which the data has been collected, as well as considering both contractual and practical measures to protect the data after collection.
