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Company secretaries call for 21st century AGMs

Company secretaries call for 21st century AGMs

Technology

The company secretaries of several ASX-listed corporations have called for AGMs and other shareholder communications to catch up with available technology.

Speaking at the Governance Institute National Conference in Melbourne last week, a panel of company secretaries of ASX-listed corporations reflected on the slow adoption of technology in shareholder communications.

Dominic Horsley, group company secretary and chief legal counsel - Asia-Pacific at Computershare, moderated the panel, which included Tabcorp company secretary Fiona Mead, Medibank group executive - legal, governance and regulatory affairs and company secretary Mei Ramsay and ANZ company secretary Simon Pordage.

The panel told an audience of corporate counsel and governance professionals that although the internet and social media have fundamentally changed the way companies communicate with their customers and shareholders, regulators have not kept up.

“I live with a 17-year-old and she doesn’t use email. She communicates with all of her friends through Snapchat or Facebook Messenger,” Ms Mead said.

“So here we are trying to grapple with convincing regulators that we should be able to do all of our shareholder communications by email, and email, I think, is already outdated.

“That seems to be the paradigm that we face. I’m running a scheme at the moment and ASIC tells me that I have to count the number of days from when it hits the snail mail. So we have regulators at one end of the spectrum and we have our children and young people coming up at the other.”

“Wouldn’t it be amazing if we could run an AGM on Facebook Live, with directors available for a live chat afterwards, and people could vote just by liking a resolution?”

While fully digital AGMs may be a few steps away, Mr Horsley said Computershare has found a way to incorporate an online component into its AGMs.

“We held a hybrid AGM this year,” he said.

“It’s not a virtual meeting. We held our ordinary physical meeting but we enabled online participants to view the meeting in real-time via a livestream and also, through direct voting, to vote on the resolutions and also ask questions.

From a practical perspective, as a company secretary, there are a few formalities that you need to think about: you need to adjust the notice of meeting, you need to get the constitution checked to make sure that you can actually conduct a meeting in that way, and I think really the major focus ahead of the meeting is to spend some time with your chair to run them through what the changes will be … in the proceedings of the meeting itself, because it did require a couple of changes. 

“The technology is there now that you could effectively, from a technological perspective, hold the whole meeting online if that’s what people felt was appropriate. I don’t think, from a policy perspective, we’re there yet.”

Mr Pordage said the adoption of technology-neutral legislation would help companies move forward with innovations more rapidly.

“It would be nice if the legislation did come up to date,” he said.

“It’s so many years old now. It’s from a world that’s long gone past and it would just be nice if we could finally get some movement on a technology-neutral solution so as companies we can do things like this without being concerned about legal risk and actually start to concentrate on engaging with shareholders more generally.”

Panellists:

  • Dominic Horsley, group company secretary and chief legal counsel – Asia-Pacific, Computershare
  • Fiona Mead, company secretary, Tabcorp
  • Mei Ramsay, group executive – legal, governance and regulatory affairs and company secretary, Medibank
  • Simon Pordage, company secretary, ANZ
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