I have attended Company’s AGM for umpteen years.  I have also attended AGMs of associations in the past.

My impression is the environment and layout of AGM are not conducive for serious discussion.  

The reasons are as follow:-

1

Facility limitation

For example, not enough microphones to pass around causing delay and even loss of opportunity for questions to be raised.

2

Time limitation

As a common practice, there usually are time limit for question/s raised by each individual. This will be a hindrance for more serious questions to be asked as these will usually require more time to elaborate.

3

Question limitation

For questions which require more time for share holders to look into and ponder, they can be submitted to the Company Secretary before the AGM but there is no guarantee these will be put up for discussion in the AGM.  The Chairman has the discretion to leave them out based on his own judgement.

Unless you are a share holder owning more than the requisite minimum share holdings of say 10%, you cannot propose for your question to be included in the agenda for discussion.

4

Chairman’s prerogative in dropping questions

Even though questions can be put in writing and submit up to the Chairman during the meeting,

By reason of saving time, (which can be an excuse), the Chairman of the AGM can decide on which questions are to be put up for answer and which questions are to be discarded.  So some questions will never get to be seen by the participants.

5

Voting by show of hand

In general, with reason to save time, the Chairman will usually adopt the alternative of “Voting by show of hand” instead of the other “Voting by poll”.

In “Voting by show of hand”, the number of votes for and against are calculated by eye count by the Chairman.  This can lead to abuse when the for and against votes are close.

The above inadequacies are due to legacy.  In the past technology is less advanced.  The inadequate approaches adopted are a compromise under those sort of environment.

However, with new technology, all of them can be rectified without much difficulty.  

Due to preventive measures necessitated by Covid-19, many companies have resorted to virtual AGM.  In fact, they should use this as the new norm or as a hybrid where physical and virtual AGM are held jointly.

The virtual AGM should serve as an experiment to overcome the 5 inadequacies  mentioned above.

Below are the solutions to the 5 inadequacies:-

1

Facility limitation

No need for microphones.

Participants can put up their questions using their own computers or smart phones via the virtual AGM environment.  These questions can be shown on the virtual screen for all participants to read and make a copy for in-depth study if need be.

2

Time limitation

Questions can be submitted to the company secretary before the AGM and put up on the company’s website for all share holders to consider whether they should be discussed in the AGM.  This will allow ample time for considering lengthy or complicated questions.

3

Question limitation

All serious questions would have been submitted before the AGM as in 2 above.  There should be a virtual voting by all share holders to decide which questions are to be tabled for discussion in the AGM and their votes should be displayed on the website.   In this way, share holders will be able to know which questions have been left out for discussion. The Chairman will not be able to just sweep them under the carpet without the knowledge of all share holders.

4

Chairman’s prerogative in dropping questions

Having resolved the  inadequacies in 1, 2 and 3 above, the Chairman will only be required to stake his say by using his vote in  separating a deadlock in voting.

5

Voting by show of hand  

In today’s high tech environment, voting by show of hand appears to have come from the era of the dinosaurs.  

Voting by poll can be easily done.  It provides not only faster and more accurate vote count but also realtime analysis of number of individuals and shareholdings for and against.  

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The 16^th AGM was the first virtual AGM.  For a company like iCapital.biz whose motto is “Independence, Intelligence, Integrity”, this is the best chance to herald in a new era of transparency and investors’ friendliness by implementing the above solutions.

But other than item 5,  i.e. voting by hand being replaced by voting by polls,  all the other 4 items have not been improved on.   I think even item 5 is only necessitated by the virtual system and not by will. 

Over there in the parliament sitting, our representatives are still haggling over whether to adopt bloc voting (equivalent to voting by polls) or voice voting (equivalent to voting by show of hands), effectively  bringing us from our high tech society back to the era of the dinosaurs.

Alas!