How to run a best practice public company AGM

Dear Chair,

As we are coming up to the release of your full results and will then be just weeks away from the AGM, I thought it best to drop you a line and lay out what has evolved to be best practice AGM process and disclosure over the past few years in the post-COVD environment.

Firstly, it would be good if you could follow the lead of the majority of ASX100 companies and release the full annual report on the same day as the annual results. Yes, that may occasionally lead to media coverage about the CEO's bonus when you'd rather journalists were only writing about the results, but by dropping it on the same day at least you avoid a separate later standalone day of coverage just on all the remuneration data.

Please don't be like Myer and delay release of the annual report until the same day as the notice of meeting goes out, but instead get it out as early as possible, particularly the remuneration report which is what is now scrutinised most closely by the institutional investors and their proxy advisers.

Disclosing the deadline for external board nominations

After a tweak to the ASX listing rules a few years back to embrace the New Zealand requirement of companies having to make a separate NZSX announcement detailing the closing date for external nominations for the board, you will now need to do the same.

Don't be like Westpac and bury it on page 117 of the half year results announcement, but just make a standalone ASX announcement at least a week before the nominations deadline similar to this October 8 announcement by Gorilla Gold (GG8) detailing an October 17 deadline for nominations ahead of its last day possible physical AGM in Perth, the world's most isolated city, on Friday November 28.

Yes, yes, this is a nice way of saying please don't yet yourself onto this shame file of dinosaur companies still running physical only AGMs in 2025 and instead join this best practice list of 140-plus companies which run full hybrid meetings.

Faced with a choice of running a physical AGM like Fortescue, Premier Investments, Seven West Media, Harvey Norman and Worley Parsons (all of which have scrutiny-averse billionaire chairs) or a virtual meeting like only Reece and REA (also controlled by billionaires) are still doing in the ASX50, I'd prefer a virtual AGM.

Don't try a constitutional amendment to allow for virtual AGMs

However, the vast majority of public company constitutions, probably including yours, don't allow for this. Please do not make the mistake of trying to amend your constitution to facilitate virtual only AGMs because these 17 companies have tried and failed. How embarrassing. What is it about some lawyers and their public company clients who seemingly take forever to get a clear message from institutional shareholders about their preference for in-person meetings. When the proxy advisers and their institution investor clients are united, they will never be defeated and that is the situation with preventing sub-30 minute virtual only AGMs as we're now routinely seeing form the likes of the Murdoch-controlled News Corp and Fox Corp in the US.

Full hybrid meetings are pretty much everyone's preference in Australia these days from a shareholder perspective and, frankly, we're the best in the world at it. Computershare, Link/MUFG, Automic and Boardroom/Lumi all have excellent systems to deliver the online components of hybrid AGMs and if you really want to save money, just take live written questions via Zoom.

Australia's leadership on hybrids was highlighted recently when former Australian-domiciled ASX listed companies Amcor and James Hardie both had joke physical AGMs in London and Dublin respectively with literally no participation from Australia, because that's the dodgy standard that is tolerated across much of Europe.

We're so much better in Australia and you too can be in the top quartile of AGM deliverers in the world's best and most transparent public company AGM market.

If going hybrid, don't disable the online voting function

When I said "full hybrids" earlier, this means both components: voting and questions. Please don't go with one of these half-baked hybrids like what CBA and ASX did this year when they disabled the live online voting function available from their respective share registry providers and only offered live online questions. With shareholder voting participation numbers crashing to below 1% at some meetings (such as the recent Qantas AGM), why on earth would you withdraw online voting and suppress the turnout even more? Some of the responses to questions at the recent ASX AGM were very illuminating and somewhat disturbing in this regard. They don't seem very concerned about how retail shareholders are treated and don't propose to do much to fix this issue, which has got substantially worse with the decisive move away from paper communications after COVID.

If you're got entities like Netwealth, HUB24 or some of the other major platform provider on your top 20 shareholder list, make some inquiries as to whether they even pass on the full notice of meeting to their retail clients as I suspect the vast majority of retail shareholders aren't told anything about upcoming AGMs where they are exposed to the performance of the directors.

Open the voting and questions 30 minutes before kick-off

It is best to pay your share registry provider to open registrations and online questions at least 30 minutes before the meeting, particularly if starting the meeting at the peak time of 10am. The problem with Zoom is the meeting doesn't start until the actual kick-off where the major shareholders providers listed above routinely open up the meetings 30 minutes or an hour before kick off which means shareholders can lodge questions at one meeting and then go off and attend others starting at the same time. It is annoying that none of the platforms allow you to be in two of their meetings at the same time, but that's not your problem!

Most major companies open questions half an hour before kick-off but don't do the same with voting. Why not? And if you can do the same with online voting, even better! Region Group didn't wait for the chair Steve Crane to formally declare the polls open before opening the online voting at its recent AGM on October 21 and I happily voted for his re-election 28 minutes before kick off. See this account of the Region meeting.

Ditch the telephone, but have an independent question moderator


In terms of the format for live online questions, there's no need to offer audio via the telephone - who wants to sit on hold for hours waiting to get the call? However, please do have a relatively independent person (ie not someone who could be criticised in a question) read out the live written questions submitted during the meeting. Please don't leave it to the chair or CEO to read the questions as my experience is that they are generally the worst censors, along with some particularly officious company secretaries or general counsels.

It's fine to give the job to a relatively junior person with a strong voice who can read well and just tell them not to tolerate much in the way of censorship temptation. If you've got an investor relations professional on staff, go with them. Penny Berger did a great job reading the questions at the recent Virgin Australia AGM. Journalist Helen Dalley has been great at the last 4 CBA AGMs as a kind of MC and question reader.

And what was really interesting about that Virgin AGM was that all 8 directors were up for election, all 8 of them gave a speech and then chair Peter Warne called for questions on the broad issue of director elections on 8 separate occasions.

Always follow the agenda with multiple opportunities for questions

This is called following the agenda, something that the likes of Macquarie Group, Transurban, QBE Insurance and many others are increasingly avoiding doing at their AGM. Some cite efficiency, but it just leads to less debate, shorter meetings and earlier provision of the food and beverage service. Chairman of everything John Mullen called a 10am start at the recent Treasury Wine Estates AGM at The Grand Hyatt in Melbourne but then didn't follow the agenda and wrapped things up after just 70 minutes. Frankly, 11.10am was just too early for the free wine to be flowing from the world's biggest premium wine company. They should have a 3pm AGM kick off, but that's another argument!

As I've said on many occasions to these debate-averse chairs who advocate a job lot approach to questions: "you wouldn't throw the agenda away at board meetings and call for discussion on all items of business at the same time, so don't do it at the AGM". Show some respect to your retail shareholders on the one day of the year which is for them.

It is also ASA policy to follow the agenda at AGMs so please make sure you get the formal addresses by the chair and CEO all sorted in the first 15-45 minutes of the meeting and then call for general questions when dealing with the financial accounts, which are normally item 1 even though they are just for noting, but legally need to be laid before the meeting.

Allow for general questions at the start and the end

In terms of the drop down box for questions on the various online platforms, best practice to is have item 1 as the financial statements and then a separate option at the bottom called general business, with all the items on director elections,CEO incentive grants and the like in the middle. It is fine to take the general business questions when dealing with item 1 but best practice is to circle back for any final general questions at the end after all the formal items of business have been deal with. When I was a City of Melbourne and City of Manningham councillor, we introduced a version of this at council meetings - 15 minutes of unscripted public questions at the beginning of council meetings and 15 more minutes at the end, just in case something came up during the meeting that a constituent wished to raise.

The law requires for each item of business at public company AGMs to be formally introduced and debated, so don't fall for the temptation of reading a long spiel ploughing through the full agenda. Break it up by calling for questions on each item of business. And don't do the overly common tactic in small cap land of "let's just get through the boring compliance stuff quickly, formally close the meeting and then sit back and hear the same old marketing spiel from the CEO that he/she has done dozens of times before".

The AGM is a governance event, not a marketing event, so please treat it as such.

If you've got a particularly long agenda, be like Sigma at its recent AGM which grouped its 14 items of business into 5 broad topics and gave shareholders 5 different opportunities to ask questions. It's a shame the Chemist Warehouse billionaires didn't answer any of the questions directed their way, but at least it was a best practice hybrid AGM with multiple opportunities for shareholders to ask questions both in the room and online.

Disclose the proxies early with the formal addresses

Now we're getting to the two big voting disclosure areas where market practice has moved considerably for the better since COVID and I really hope you'll be up to embrace some change.

Firstly, please joins this rapidly growing list of more than 70 companies which include the proxy votes in the formal addresses which companies are required to lodge with the ASX before the AGM formally commences. The likes Car Group (see announcement) are even doing it with a separate ASX announcement, rather than burying it at the bottom of a 50-slide pack. When you think about, it really is rather strange that the only slides removed from the official AGM deck lodged with the ASX, are those revealing new hard data voting outcomes. From an efficiency point of view, just leave them in.

I've been to far too many AGMs where proxy disclosure is delayed, retail shareholders have a debate in the dark and the next day you read in the paper about a big remuneration report strike or a substantial vote against a director. The temptation for chairs is to hide bad news and too many of them still take the old school position of not wanting to intimidate the floor debate by showing overwhelming proxy support when an item is open for discussion. Fine, don't flash the proxies up on the screen at the meeting, but do disclose them to the ASX so that there is a fully informed market and participants at the AGM know they can reliably access the proxy data along with the formal addresses via the ASX before the meeting commences, if they want.

Over many years, both in person and later online, I had a standard opening question along the lines of "did any of the proxy advisers recommend against any items of business and have there been any material proxy protest votes?" etc etc.

If you disclose the proxies early, this question doesn't have to be asked and if there is 95%+ support on all resolutions, we can focus more of the AGM on the business rather than the voting and governance aspects of the company, because the shareholders are clearly happy with the governance issues such as remuneration and board composition.

Release the head count voting data like with a scheme of arrangement

The last request has been harder to get companies to move on but we're now up to more than 50 companies which have embraced scheme-like head count voting disclosure, that being revealing how many shareholders voted for and against each item, rather they just the total shares cast which is dominated by the big institutional investors, particularly the offshore index giants Vanguard, Blackrock and State Street.

I've lodged a version of this written questions at more than 100 AGMs over the past 4 years (indeed, here's a broader sneaky list of common questions for chair preparation, if you're interested!):

When disclosing the outcome of voting on all resolutions today, including this remuneration item, please advise the ASX how many shareholders voted for and against each item, similar to with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and insight into the chronically low retail shareholder participation rate. The likes of Qantas, ASX, Suncorp, Tabcorp, Myer, Flight Centre, Stockland and even the world's biggest share registry provider Computershare have all voluntarily provided this data at their most recent AGMs. You've got the data, so why not let the sun shine in?

It's amazing how many chairs effectively growl back "we follow the law and do nothing more", but when Computershare voluntarily embraced this practice in 2024 at its own AGM, it generated real momentum, which hopefully you will also embrace at your upcoming AGM.

Publish a full copy of the AGM webcast including all of the Q&A

Finally, given that less than 1% of your shareholders will watch the AGM live, please publish a full archive of the webcast on your website, preferably with a transcript as well.

Don't be like Polynovo and edit out the shareholders questions they didn't like at the 2022 AGM before making this ASX announcement declaring the AGM webcast was now available on their website.

A great best practice example came just last Friday from Perth-based Stealth Group (SGI), which got this announcement out to the ASX linking to a full vimeo video of the AGM within 2 hours of the meeting finishing. It perhaps helped that Stealth is chaired by Chris Wharton, a former CEO of Seven West Media who was no doubt used to fast turnaround video appearing on the 6pm news each night. It's a shame Mr Wharton's old boss Kerry Stokes doesn't take such an enlightened approach, or Gerry Harvey for that matter. Australia's largest seller of televisions and computer screens doesn't allow anyone to watch his annual his AGM each year using a television, the internet or a computer screen. As usual, the upcoming Harvey Norman is a dinosaur physical AGM in Sydney and if you want to know what happens from another part of the country, you can dial in to a landline via your phone and listen to one-way audio. This is one of the reasons I'm running for the Harvey Norman board this year.

If you manage to embrace even half of the best practice suggestions in this letter, then I'll never be nominating for your board, unless of course you stuff up badly, stay too long, trash the share price, scandalise the company, spend millions of dollars on political donations, stack the board with your mates and refuse to go.

Or, you might get a board nomination just for holding a dinosaur physical AGM. I draw your attention to the farcical situation of these 212 public companies holding their 2024 AGM on Friday, November 28. The majority of these meetings were physical gatherings in Perth, the world's most isolated major city. I've responded by nominating for the board this year of 6 WA-based public companies holding their dinosaur physical AGMs on the last day possible. With some, I offered to withdraw the nomination if they simply offered a hybrid AGM. Only one agreed.

Please don't ever join the last day AGM laggards list, as it is notorious for underperforming tiddlers taking the rubbish out when no-one is looking hoping that their poor performance won't be noticed by holding an AGM in the midst of the annual last day deluge.

In conclusion, this is pretty simple:

1. Please provide online access for retail shareholders at your AGM;

2. disclose the proxy votes early along with the formal addresses because 95%+ of shares cast are done directly or by proxy more than 48 hours before the meeting;

3. follow the agenda calling for online and in room questions on multiple occasions during the meeting;

4. disclose to the ASX how many shareholders voted for and against each item in the poll results; and

5. whack a full copy of the AGM webcast, including any brutal criticisms from cranky shareholders, up on your website.

I really didn't need to waffle on this long and could have just sent you the previous 5 points, but it's important for your team to be able to interrogate examples of the practices being advocated as they advise you on any changes to AGM practice you might make make this year.

There's no need to reply, or enter into discussions. We'll also see what you choose to do at the upcoming AGM and then respond accordingly, but I do hope you can embrace at least some of the suggestions outlined above.

Kind regards
Stephen Mayne
Proud advocate for and defender of Australia's world leading corporate governance system

Copyright © 2025 The Mayne Report. All rights reserved

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