ShareAction has written to FTSE100 Chairs, concerned that two out of three FTSE100 annual general meetings (AGMs) announced so far are going behind closed doors, indicating a trend of shareholders being shut out in the context of Covid-19.
Companies including BAE Systems, HSBC and Next are holding AGMs with two members of the board physically present, without giving shareholders the opportunity to participate virtually. In contrast, Taylor Wimpey, RBS and others have taken steps to ensure that shareholders are heard and answered directly by the board.
ShareAction is calling on all FTSE100 companies to hold a virtual AGM in 2020, allowing for real-time questioning followed by voting to be replicated online, and ensuring that all types of shareholders can attend the meeting. It is also calling for physical meetings to return to being part of the proceedings, whenever it is safe to do so again, using so-called hybrid AGMs, which also have a virtual element.
The letter, from ShareAction’s Director of Corporate Engagement, Simon Rawson, challenges boards, saying: “This is not a moment to hide away. The Covid-19 crisis has seen the value of pension assets and shareholdings fall sharply. Management teams are making vitally important decisions that will affect the long-term success of companies, as well as the lives of their workers and customers.”
Elaborating, it says that AGMs held behind closed doors, with a minimum of participants to satisfy quorum, not only exclude shareholders, they are likely to see women disproportionately side-lined from the process since a very limited number of FTSE Chairs and CEOs are female.
Outside of the UK, hundreds of companies are making use of tried and tested virtual AGM technology to preserve and deepen shareholder dialogue in AGM season, despite the constraints of Covid-19 measures.
ShareAction understands that guidance and legislation will be forthcoming from Government to give companies the confidence they need to hold virtual AGMs. In the meantime, the letter urges companies who believe their Articles don’t permit a virtual AGM, to hold an online event, immediately prior to their AGM, which allows shareholders to engage with the board in much the same way they have been able to historically.
Kevin Chuah, a regular AGM attendee, says: “Taking away this vital avenue for communication means that retail shareholders’ rights become even more diminished than they already are. Doing this turns the idea of shareholder democracy into an illusion. Companies are happy to have us as shareholders, but it seems this year they don’t want us to have our say.”
Trevor Sharman, shareholder activist, says: “With the growing awareness of how corporate actions impact on our wider society and planet, it is essential that direct board accountability to shareholders is maintained and indeed strengthened through the AGM process.”
Peter Parry, Policy Director, UK Shareholder Association, says: “Companies that have regular engagement meetings with shareholders, and this includes many highly-regarded businesses, will receive a sympathetic response to whatever decisions they make. Companies that have failed to establish trust and give the impression of being evasive with their shareholders will struggle. Closed AGM meetings and other actions which limit the flow of information to investors will be viewed with great suspicion. Shareholder support is likely to be forfeited when it is most needed while the ensuing information-vacuum is liable to provoke big share price swings.”
Cliff Weight, Director of ShareSoc, says: “Online Q&A forums and live streaming of AGMs are good ideas. However, individual investors are an important constituency in this, but not properly considered in the new guidance on AGMs. Shareholders will want to question directors about the impact of coronavirus and its implications on the company liquidity and solvency and will want reassurance about these and the ongoing business model. Never has the importance of the AGM been so high. However, questions and answers can be in a hybrid physical meeting and broadcast over the web.”
Notes for editors:
- For more information, please contact Beau O’Sullivan at beau.osullivan@Shareaction.org or +447950 299 491
- A copy of the full letter can be found here.
- ISS has published a global list of companies that are hosting virtual meetings
- A breakdown of FTSE100 companies that have made Covid-19 AGM arrangements below. 2 out of 3 are holding behind-closed-door AGMs without the opportunity for shareholders to challenge and be answered by the board directly.
|Company||Date||Covid-19 AGM Arrangement|
|BAE Systems||07/05/2020||Closed Door AGM|
|Antofagasta||20/05/2020||Closed Door AGM|
|British American Tobacco||30/04/2020||Closed Door AGM|
|Croda International||23/04/2020||Closed Door AGM|
|St. James’s Place||07/05/2020||Closed Door AGM|
|Standard Chartered||06/05/2020||Closed Door AGM|
|Admiral Group||30/04/2020||Closed Door AGM|
|Barclays||07/05/2020||Closed Door AGM|
|Next||14/05/2020||Closed Door AGM|
|Bunzl||15/04/2020||Closed Door AGM|
|GlaxoSmithKline (GSK)||06/05/2020||Closed Door AGM|
|HSBC||24/04/2020||Closed Door AGM|
|Royal Dutch Shell||19/05/2020||Closed Door AGM|
|Lloyds Banking Group||21/05/2020||Closed Door AGM|
|Standard Life Aberdeen||12/05/2020||Closed Door AGM|
|Rio Tinto||08/04/2020||Closed door AGM plus additional Q&A webcast for shareholders|
|Royal Bank of Scotland (RBS)||29/04/2020||Closed door AGM plus additional Q&A webcast for shareholders|
|Smith & Nephew||09/04/2020||Closed door AGM plus additional Q&A webcast for shareholders|
|Reckitt Benckiser||12/05/2020||Hybrid AGM|
|RSA Insurance||07/05/2020||Hybrid AGM|
|Taylor Wimpey||23/04/2020||Hybrid AGM|