Virtual AGMs hurt shareholder engagement, says report

IT WAS a year of not just social distancing, but also of "investor distancing", as virtual shareholder meetings here created more than just a physical chasm between companies and their shareholders.

"The Singapore Report on Shareholder Meetings: The Rise of Virtual Meetings", published on Wednesday, found that investor participation and shareholder engagement in Singapore took a beating in 2020, as listed companies, regulators and investors alike struggled to come to terms with a new way of conducting meetings.

Mak Yuen Teen, associate professor of accounting at the National University of Singapore Business School, who authored the report, said: "For years, we'd been advocating a greater use of technology among listed companies, such as through the webcasting of meetings and electronic online voting, to enhance shareholder participation. But regulators have done little to promote greater use of technology, and issuers have not been proactive.

"Then, the Covid-19 pandemic struck and suddenly, most meetings held in 2020 were virtual ones, and many were unprepared. These meetings were almost exclusively conducted using webcasts, which did not allow for interactions at the meetings. Social distancing became investor distancing at shareholder meetings."

His report examined all listed companies that held at least one general meeting between 2017 and 2020. (Secondary listings and issuers with dual primary listings that complied with the rules of other stock exchanges were excluded.)

In 2020, 630 listed companies held at least one meeting, making for a total of 744 meetings - comprising 623 annual general meetings (AGMs) and 121 extraordinary general meetings (EGMs); of these, 682 meetings were conducted virtually.

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Many of the arrangements, however, left much to be desired. Notable disappointments included a significant lack of "live" question-and-answer (Q&A) sessions during meetings, and of electronic voting for meeting resolutions.

Of the issuers that held virtual meetings, 581 opted for a webcast/audiocast of the meetings without a "live" Q&A.

Six issuers conducted their AGMs through a "live" webcast/audiocast with a "live" Q&A - but, of these, only one company, Azeus Systems, which is a provider of IT consultancy services such as those that help companies hold virtual meetings, held an AGM that had both a "live" Q&A and "live" electronic voting.

Other issues raised by the report included: companies not giving shareholders enough opportunity to ask questions and not adequately answering questions; and shareholder attendance and voting declining substantially amid the advent of virtual meetings.

The lack of interaction at virtual meetings also meant that meetings were short. "For some AGMs, directors would not have been able to finish singing 'American Pie' by the time the meeting ended," Prof Mak quipped, referring to a classic song that exceeds eight minutes in length.

"Hopefully, we do not have to wait for another pandemic for issuers to more fully embrace technology in conducting shareholder meetings. Technology, however, should not undermine the ability of shareholders to hold issuers and directors accountable and exercise their rights," he added.

The full report can be found at www.governanceforstakeholders.com.