Conducting AGM via e-meeting

The Board tends to have recognized the significance of conducting annual general meeting (AGM) through electronic media, or e-meeting, more since the COVID-19 outbreak in late 2019.  The pandemic has generated adverse effect on global companies, large and small, in both economic and social aspects.  Individuals were forced to maintain social distance and refrain from gathering in events such as meetings that involve a number of people to contain the outbreak.  Therefore, last year’s AGMs of many listed companies had been postponed amid COVID-19 jitters.

Under this circumstance, the Thai Government has cancelled the Announcement of the National Council for Peace and Order No. 74/2557 on Teleconferences through Electronic Means and replaced it with the Royal Decree on Teleconferences through Electronic Means B.E. 2563 that took effect from April 19, 2020.  The decree allows listed companies to conduct AGM or Board meetings that attendees do not have to be at the same place while still able to discuss and share views through electronic means.  Consequently, the Securities and Exchange Commission (SEC) has this year issued a circular to all listed companies, asking those preparing the AGM to consider conducting e-meeting instead to mitigate the pandemic risk.  Considering information concerning 2021 AGM of Thai listed companies on the Stock Exchange of Thailand’s website, we found that more listed companies are opting to conduct AGM in the forms of e-meeting.

            In order to conduct AGM via e-meeting, key issues that should be taken into account are accessibility by all stakeholders, transparency, efficiency, and cost effectiveness.  The Board should monitor and ensure that the procedure is in alignment with good corporate governance principles.  Guidelines for conducting AGM via e-meeting can be summarized as follow:

1.     Listen to opinions of shareholders regarding the AGM format chosen by the company before sending proxy forms to shareholders.

2.     Consider agenda items that require approval from shareholders and ways to encourage debate in each agenda item.

3.     Ensure all shareholders are able to attend the AGM fairly and able to provide suggestions.

4.     Ensure shareholders can access the Board, including the sight and sound during the meeting.

5.     Ensure there is a system to accommodate meeting attendants of all shareholders and a system to assist long distance shareholders to attend the AGM.  The company should also seek post-meeting feedback to make improvement in future meetings.

6.     Set official procedures and guidelines for the meeting to ensure transparency.

7.     Determine a systematic process for shareholders in asking queries and express opinions, record all queries and responses at the meeting, and publish on the company’s website.

8.     Put meeting video on the company’s website.

The Board should emphasize on these guidelines and use them in conducting AGM via e-meeting, which tends to gain more popularity.  Regardless of the AGM format, the Board must emphasize mainly on shareholders and ensure that shareholders gain basic rights and fair treatment such as the rights to attend AGM and vote on Board election, Board compensation, and dividend payment etc.

References

·        Electronics Transaction Development Agency (ETDA), 2020. Certifying control system of e-meeting.

·        Broadridge, 2018. Principles and Best Practices for Virtual Annual Shareowner Meetings.

·        PwC, 2020. Virtual shareholder meetings Lessons learned from 2020.

Siriporn Wongkeaw
 Senior CG Analyst
Thai Institute of Directors (IOD)