Date: October 23, 2018
First published in Business Times on 23 October 2018
It is key for all parties to understand their roles and observe basic tenets of respect, courtesy and tolerance.
FOR shareholders of listed companies, the Annual General Meeting (AGM) offers a once-a-year opportunity to meet the company’s directors and managements, and to ask questions about the state of their investments. There is no denying the value of such face-to-face encounters, which often can convey a lot more information – not to mention reassurance and comfort – than the much more impersonal activities of reading annual reports or going through routine company releases.
In experience of SIAS, or the Securities Investors Association (Singapore), many shareholders have had prior doubts cleared up after attending AGMs and after having had their questions answered by the companies’ boards. It is also our experience that the caricature of the ordinary Singaporean shareholder as one who is interested only in the menu served at AGMs is no longer as accurate as it might have been in the past – thanks to extensive investor education efforts by many parties, an increasing number of shareholders are attending these events well-equipped with relevant questions that deserve the full attention of the board and management.
However, in order to extract the maximum benefit from AGMs or other formal company meetings, it is absolutely essential that all parties understand their roles and observe the basic tenets of respect, courtesy and tolerance. If proper decorum is not practised, acrimony could very well result when emotions run high, in which case all those present would suffer if the meeting, in the worst case scenario, has to be prematurely ended.
Before proceeding, it is important to state at the outset that rules of proper behaviour apply universally to all parties, from shareholders to company officers and directors. Earlier this month, Tan Cheng Han, chairman of the Singapore Exchange’s regulatory arm known as SGX RegCo, announced a joint effort with SIAS and the Singapore Institute of Directors (SID) to produce a guide on the proper conduct at AGMs that will include pointers for shareholders as well as meeting chairmen. Since AGM season for companies with a June 30, 2018 financial year-end is about to start, SIAS would like to serve up a few pointers before the release of that new guide, pointers that are drawn mainly from our Code of Conduct and Best Practice for Shareholder Meetings (the “Code”) that was issued in 2004 by our Investor Relations Corporate Governance Committee after extensive consultation with industry experts.
FOR SHAREHOLDERS
- Know your rights and what’s on the agenda
Shareholders have a legal right to attend company meetings, to ask relevant questions and to vote on the proposals the company has tabled, including reappointment of directors and external auditors. It is therefore important to have read the annual report beforehand, to know what is to be discussed and to have prepared questions, if any. They should also consider sending in their questions before the AGM for the company to reply.
The operative word above is “relevant”. To ensure a cordial AGM, the topics covered should relate to the company’s past and expected business performance such as its strategies, financials, risk management processes, dividend policy, outlook and so forth. Shareholders can also ask about the performance of the directors and senior management, how this was determined and the remuneration they received. It must be appreciated that time is usually short, so questions should not stray too far away from such areas.
- Observe the appropriate protocols
When asking their questions, it is important that shareholders observe certain basic rules, such as asking the meeting chairman for permission to speak and not interrupting anyone else who may be speaking at the time. Our 2004 Code also recommends that comments and questions be directed at the chairman and not at other shareholders, and if there is a question for another director, that this be done through the chairman first.
SIAS’ code also states that shareholders should “refrain from being antagonistic, belligerent or insulting” and that they should “avoid tedious repetition and objectionable language”. Shareholders are also reminded that being abusive or overly demanding does not help, and that the AGM is not the forum to air personal grievances, complain about the conduct of other companies or complain about matters in the capacity of a customer or client of the company. It is issues, not personalities, that are important.
There is also a legal angle to consider – in a release this month relating to a defamation suit brought by a listed company on a shareholder, the Singapore Exchange reminded the public that although comments uttered, in an appropriate case, during an AGM may fall under the principle of qualified privilege, those comments if repeated outside the meeting may not enjoy the same consideration.
FOR COMPANY CHAIRMEN
By the same token, company chairs, whose role is to ensure the business of the meeting is conducted efficiently and properly, are also expected to practise respect and courtesy when discharging their duties.
Apart from procedural matters such as ensuring an adequate quorum and that the meeting starts without too much delay, the chairman has to preserve order and decorum. If a shareholder becomes obstructive or disorderly and disrupts the meeting, the chairman can consider various options, such as a brief adjournment. If this fails, then it might be necessary to adjourn to another day or even to ask the person in question to leave the meeting.
However, the chairman must not deny any shareholder the right to ask questions, and even if the chairman does not agree with the views of the shareholder, those views have to be respectfully acknowledged, registered and taken into consideration. At all times, it is important to allow a frank and full discussion of relevant issues, though this might involve according every shareholder an opportunity to pose relevant questions.
Every person present who wishes to speak should be allowed equal opportunity to do so, and the chairman should ensure that one or two shareholders do not end up taking up the lion’s share of the time.
In this connection, note that SIAS’ code states that “the chairman should encourage shy or inexperienced shareholders to express their views and discourage any particularly garrulous shareholders from monopolising or unduly dominating any discussion”.
Note that it is in the best interests of all concerned that the chairman take firm control of meetings and take all steps to ensure smooth proceedings.
FOR THE CONSIDERATION OF ALL COMPANIES: SIAS’ 3 QUESTIONS
SIAS sends companies questions on their annual report that we believe deserve an airing at the meeting. These pertain to governance, financial performance and business strategy and thus far, about 500 companies are covered. In time, SIAS hopes to send our questions to all listed firms.
We hope that companies answer these questions before their AGMs by posting replies on their websites. That way, shareholders who attend will already be equipped with some insights into probable issues that need to be raised. This can help keep discussions on track and relevant. This is, after all, in keeping with the spirit of a disclosure-based regime.
For the company to grow, there must be harmony among stakeholders and sincere efforts must be taken by the board to assuage their concerns, which is paramount.
- The writer is David Gerald, founder, president and CEO of Securities Investors Association (Singapore) (SIAS).
