Lucy Newcombe, Director, Global Corporate Communications, Computershare, takes us on a tour of the 2017 Annual General Meeting (AGM) season, locally and internationally.
After several years where shareholder activism has been the major point of change and contention during the yearly AGM ritual; this year developments around the globe have been more in the realm of technology and legislation. Last month I helped run our own AGM in Melbourne, Australia, as a hybrid meeting for the first time. We’ve made this change in response to the demand we’re seeing from shareholders located in a variety of locations with demands on their time meaning that the ability to attend virtually rather than in person is increasingly appealing; as well as showing our clients what is possible now that legislation to enable hybrid or fully virtual meetings is in place in many countries.
First, however, to the ultimate source of truth – the numbers.
Hong Kong and Mainland China
Computershare attended or managed 565 AGMs in Hong Kong and Mainland China from April to June 2017. This sample indicates that Hong Kong and Mainland China continue to buck the global trend in terms of attendance with a 8.27% increase in attendance over meetings with over 100 attendees Computershare attended in 2016. 12 AGMs had more than 1,000 attendees, with four, all banks, seeing more than 4,000 show up at their venue.
65% of companies with more than 100 people attending their meeting had an increase in attendance this year; while, of those where there was a decrease, the meeting was either held on a day with a severe weather warning in place or the date and time conflicted with at least one other major meeting.
For the first time in more than five years, in spite of seeing a 35% increase in footfall to 6,821 people, Bank of China was overtaken in the attendance stakes by Industrial and Commercial Bank of China, with 7,109 attendees eligible to vote for their AGM held at the Grand Hyatt in Wan Chai. This was a year-on-year increase of more than 42%. As in previous years though, the actual voting rate did not match attendance – just 26% of those present actually voted.
As usual, in spite of high retail attendance, voting papers submitted by Hong Kong Securities Clearing Company Ltd (HKSCC) and major shareholders represented the majority of votes cast across the AGM season, taking the overall percentage of issued share capital voted across meetings Computershare attended to 70.10%.
Analysis of the questions asked at this year’s AGMs supports the fact that companies are paying for attendance, not for support or governance – based on our estimates, more than 55% of questions asked at AGMs related to gifts and souvenirs rather than the business of the meeting itself. We also saw that where companies with a large shareholder base make use of multiple rooms at the same venue, with the chairman and management attending the meeting in the largest room and real-time video-conferencing provided in the smaller rooms, shareholders are not keen on the arrangement and instead often choose to leave as soon as they have collected their gift.
Having your cake… and someone else’s
Due to the practice of handing out a gift/souvenir per voting paper, rather than per individual, we continue to see people splitting their shareholding into smaller chunks and nominating other shareholders as proxies. In the most extreme cases we have seen this year, one single attendee walked away with 49 gift coupons from an AGM, each valued over HK$150; and a family of three walked away with more than 60 coupons, each valued at $200.
In addition, shareholders often hassle us as administrator to register them faster for meetings where cake coupons are given once attendees are registered. Shareholders tell us that they are very busy attending multiple meetings on the same day and need to get to them all before the cake coupons run out. These attendees typically do not vote.
Some companies have changed their gift policy, and now state that they will give only one souvenir to each physical attendee, no matter how many other shareholders they are representing and we have also seen instances where companies have altered their souvenir from a cash equivalent to a physical gift, making it less attractive for shareholders.
Location, location, location
Hong Kong Island continues to host the vast majority of AGMs, with 295 taking place on Hong Kong Island, 71 on the Kowloon Peninsula and 11 in the New Territories. Beijing, Shanghai and Guangdong are the most popular locations in Mainland China, but we see meetings dispersed across the country.
In 2016, 10 companies experienced a total of 31 resolutions being voted down, while in 2017, that number was just nine resolutions across only five companies, all concerning the re-election of directors. Overall, this indicates both a better state of preparedness for the AGM, though it should be noted that throughout the year the number of companies experiencing activism issues has held broadly steady and shows no sign of abating.
June remains the most popular month for holding AGMs, and Friday is by far the preferred day, perhaps to give hard-working company secretaries the weekend to recover.
18 meetings took place under bad weather warnings: however only three of the companies affected had included details of arrangements for bad weather in their Notice of Meeting. Daily media reported on one AGM that went ahead under a typhoon signal 10 – something meeting administrators would strongly recommend against. It is best practice to include bad weather arrangements in the Notice of Meeting, to make a decision about the meeting proceeding early on the day it’s being held and to use pre-arranged channels to notify shareholders of the decision. In addition, with the use of hybrid meetings now being permitted in Hong Kong and Mainland China, the option of offering online attendance instead of shareholders having to turn up in person is something that companies should be considering in order to mitigate the problems experienced when weather impacts a meeting.
Around the globe
The recent meeting season was a significant year for ‘strikes’ at AGMs with the highest percentage ever recorded in the ASX 50. This process requires the board of a company to stand for re-election if 25% or more of votes are cast against remuneration two years in a row and was designed to give shareholders more power. Five companies in the ASX 50 received a first strike this season and there was a 13% increase in strikes in the ASX 300, where 17 first strikes were recorded.
A Supreme Court ruling issued in March 2016 stated that there will no longer be a cut-off date for proxy submissions and that proxies must be accepted up until the start time of meetings. This poses a huge risk for the scrutineer in terms of processing votes and providing accurate results at the meeting, but the necessary controls have been put in place to mitigate the risks. While issuers were concerned about a potential inability to understand the status of resolutions ahead of their meetings, in practice no last-minute voting instructions were received during this AGM season.
Across Europe, protest votes related to pay were a common theme.
The number of pay-related proposals contested at the AGMs of listed French companies was more than three times higher in 2017 than the previous year. French companies experienced a 205% increase in remuneration-related proposals that faced more than 10% opposition at CAC 40 company AGMs.
Similarly in Germany, three of the four board proposals rejected by shareholders of DAX companies were remuneration-related and, for the second consecutive year, 88% of those put forward were contested by more than 10% of those voting.
Across the border in Switzerland (SMI), advisory remuneration report votes continue to be widely contentious, with four companies receiving less than 60% support in 2017.
Further north in the Netherlands (AEX and AMX), there was a 17% increase year on year in the number of remuneration-related resolutions contested by more than 10% of those voting, up 133% when compared to 2015.
Down south in Italy (FTSE MIB), there was a 50% increase in the number of remuneration report resolutions contested by more than 10% of those voting in 2017 compared to last year.
In Denmark the biggest change was the introduction of electronic admission cards – with more than 50% of Computershare’s 20 CAP clients moving from physical admission cards to electronic access for this year’s AGMs.
The future of shareholder meetings is virtually here
Across the board, however, the biggest change this year is quite simply the proliferation of virtual-only or hybrid AGMs.
The move toward online shareholder meetings is gaining increasing attention among companies, investors and corporate regulators. Although companies in the US have been leading in the adoption of virtual meetings in the past couple of years (over 170 companies in the US hosting a virtual-only or hybrid meeting in the 2017 proxy season), international interest is also growing and companies in more markets are starting to move in this direction. As more virtual meetings take place, companies and investors need to find common ground on best practice to ensure that all stakeholders benefit from the technology, and that virtual meetings replicate the benefits of ‘in-person’ meetings.
Communication has become increasingly digital – from emails to texts and social media channels and beyond. Given the proliferation of mobile phone ownership amongst millennials and Gen Xers and the trend towards digital banking, it is therefore not surprising that virtual and hybrid meetings have been gaining interest across global markets in recent years. Outside of Asia, around the globe we are seeing a trend towards reduced physical attendance at shareholder meetings. Yet, in line with the trend towards increased digital communication, there is often an increase in voting when shareholders are provided with easy-to-use digital solutions. Virtual and hybrid meetings are a logical progression from digital onsite meeting services, such as use of smartphone apps that produce electronic admission ‘cards’ to gain entrance to meetings (in place of paper admission cards) and apps used for voting in the meeting room itself.
The trend towards the use of virtual and hybrid meetings is likely to continue as familiarity and comfort with digital interactions grows amongst the shareholder population, and as each market develops appropriate protocols that will engender confidence in the conduct of the online meeting and shareholder voting processes. In Hong Kong, while we have not yet seen a company use the hybrid meeting structure, we believe that the use of online participation could be considered in order to negate bad weather challenges or to better manage the number of physical attendees.
Director, Global Corporate Communications, Computershare
You can find out more about virtual and hybrid meetings in Computershare’s recently published white paper, which is available at https://www.computershare.com/hk/en/agm-review-2017.