A key focus for AGMs is shareholder or member engagement. Companies and registered schemes must give shareholders or, in the case of registered schemes, members entitled to attend the meeting (as a whole) a reasonable opportunity to participate in the meetings.

The transition to hybrid AGMs has developed significantly, with the Corporations Act now permanently giving companies the option to hold hybrid general meetings and, if the constitution of the company allows, wholly virtual meetings.

Recent amendments to the Corporations Act have various other implications to the conduct of AGMs. Some key points to keep in mind are outlined below.

Issue of NOM

With recent amendments to the Corporations Act, a notice of general meeting (NOM) may be sent electronically, although a company may still be required to send a hardcopy NOM to some shareholders.

Things to consider: Companies will still need to ensure timing requirements under the Corporations Act and their constitutions for giving a notice of general meeting are met.

Shareholder elections

Shareholders may elect to receive a NOM and certain other documents in hardcopy (physical form) or electronic form. Shareholders can make standing elections, withdraw elections and have ad hoc rights to get hardcopy documents on request. The shareholder’s election/request need not be in writing.

Things to consider: Ensure there’s an efficient process for shareholder elections and requests to be promptly received, recorded and appropriately managed via the company’s share registry.

Annual notice of rights

 Public companies and responsible entities of registered schemes are required to give notice at least once each financial year of shareholders’/members’ rights to make elections and ad hoc requests for documents, which can be done by posting a notice on a website.

Shareholder participation

A general meeting will give an opportunity for shareholders to ask questions, elect directors and vote on other important matters affecting the company.

Things to consider: consider constitutional provisions applicable to the conduct of the meeting and administration. Consider updating the company’s constitution (see further below).

Reasonable time and place

Companies are subject to a statutory requirement to ensure their general meetings are held at a reasonable time and place. ASIC recommends companies avoid general meetings between 19 December 2022 and 13 January 2023, having regard to this requirement.

Things to consider: consider how the company can provide an opportunity to maximise the number of shareholders who can attend and consider resolutions to be put to the meeting; consider location and time zones of participants and identify convenient location and best time zone overlap (preferably during business hours).

Virtual tech

The virtual technology used for a meeting must be reasonable and give an opportunity for shareholders to ask questions (orally and in writing).

Things to consider: consider using virtual meeting software with ease of accessibility and compatibility, with an alternative method of joining the meeting (eg teleconference details), to allow shareholders to fully participate (including to ask questions, speak and vote).

Voting by poll

ASX listed companies must conduct voting on each substantive resolution to be considered at general meetings (resolutions in the NOM or notified as members’ resolutions) by poll rather than by a show of hands. Similarly, resolutions put to vote at a meeting of members of a registered scheme that is listed (ie. resolutions in the NOM or notified as members’ resolutions) must be decided on a poll.

Conduct of poll

With hybrid meetings becoming more prevalent, it is important to ensure the conduct of polls in a manner that will permit shareholders who are present at the physical meeting or online, and entitled to vote to vote on the poll. A company's constitution generally provides for the chair to determine the manner in which a poll is conducted.

Things to consider: Keep in mind members with at least 5% of votes that may be cast at a meeting may request an independent person be appointed to:

• observe and prepare a report on the conduct of a poll, which request can be made no later than 5 business days before the meeting; or
• scrutinise and report on the outcome of a poll, which request can be made no later than 5 business days after the meeting.

Voting ahead of meeting

Shareholders may be encouraged to cast votes on each poll before the meeting:

• by proxy - by submitting a proxy form
• by direct voting - where expressly permitted under the company’s constitution.

Direct voting provisions are becoming common in company constitutions, providing flexibility for members to vote without the need to attend meetings or appoint proxies or representatives to vote on their behalf.

Updating constitutions

 Having regard to amendments to the Corporations Act and ASX Listing Rules, and developments in corporate governance principles and practices of ASX listed companies, it may be timely to consider updating a company’s constitution.

Things to consider:

• Hybrid meetings are now an option for companies, giving shareholders flexibility to participate in the meeting in the most convenient manner. Proxy advisers are generally supportive of hybrid meetings but may recommend against proposals to permit a company to convene virtual only meetings (based on the latest proxy adviser guidelines).
• Shareholders (as a whole) must have reasonable opportunity to participate in general meetings, including giving them an opportunity to ask questions and make comments orally.
• Companies should ensure the proper administration of meetings, including facilitating the orderly conduct of meetings, dealing with meeting disruptions, managing technical and other difficulties, voting arrangements (eg. direct voting) and appropriate treatment of proxy forms.
• Some listed company constitutions may contain director rotational requirements that are inconsistent with, or overly burdensome compared with, the ASX Listing Rules requirements (to stand for re-election at least every 3 years or 3 AGMs, whichever is longer).