What companies leave too late before an AGM

Around this point in AGM season, the questions I get from Company Secretaries change. In September they’re about what shareholders might raise. By late October, with Notices of Meeting out and proxies coming in, they’re about the vote itself, and the one I hear every year is some version of this: our top 20 haven’t voted yet, and the cut-off is in two days.

You’d be surprised how often that happens, even at well-run companies. In my experience, the meetings that run most smoothly are the ones where the long lead-time tasks were started early, particularly anything with a deadline set by ASX, ASIC or the printer rather than the Company. Some of those have passed for this season. The rest are still in play over the next few weeks, and they’re where I’d be spending time now.

What’s still in play this season

Reading the proxy report by holder 

Proxy appointments have to reach the Company at least 48 hours before the meeting, so the real voting deadline lands two days before anyone takes a seat. It pays to know early where your largest holders stand, because on a lot of registers a small group of holders decides how a contested resolution lands.

For clients with a meeting in the next few weeks, my advice is to read the proxy report by holder rather than by total, and to start now, while there’s plenty of time to follow up with anyone who hasn’t voted. A running total can look healthy while two or three of your largest holders haven’t voted at all, which is easy to miss until the final days. With a live view of proxies as they’re lodged on your share registry platform, that takes a few minutes, and it gives the Chair an early read on anything that’s drifting. The Remuneration Report is the resolution I’d watch most closely, for the reasons I set out in my recent, article what to expect this AGM season.

Giving proxy solicitation time to work 

Where top holders haven’t voted yet, proxy solicitation is the simplest way to close the gap, and it works best with some time behind it. Holders have to be identified and contacted, some will want more information before they vote, and custodians and nominees need time to process instructions before the cut-off. A call campaign started a couple of weeks out gives holders time to ask their questions and lodge their votes properly. For a meeting in mid-November, I’d be starting that work now.

Settling the Chair’s and CEO’s addresses 

There are always a few late changes to the Chair’s Address, and that’s expected. What matters is that the rest of the Address, the CEO’s Address and the presentation were settled well before the morning of the meeting. ASX expects the Chair’s Address to be lodged in time to be released to the market before it’s delivered, and the CEO’s Address has to be lodged before the meeting too, ideally at the same time. Settling them early means one round of sign-off and one version to lodge, and the Chair goes into the meeting comfortable with what they’re presenting. I’d aim to have both addresses and the presentation in final form a few days out, checked against what’s already been disclosed to the market, with changes on the day kept to genuine non-material updates. 

Checking quorum and the online room 

The Quorum is set by your Constitution, and where the Replaceable Rules apply the default is two members. Larger companies rarely have trouble with it. Smaller companies, particularly those running a hybrid meeting, should check how their Constitution counts online attendees and proxies well before the day, along with who’s moderating the Q&A for shareholders joining online.

Preparing the results announcement in advance 

Voting results have to go to ASX immediately after the meeting. That announcement, and anything you plan to send shareholders afterwards, can be drafted now with the figures added on the day, including a version for a strike on the Remuneration Report. When our meetings team delivers results minutes after the meeting closes, the companies with the announcement ready can check the numbers and release it within an hour or so of the meeting close. 

Getting ahead of the earlier deadlines

For most 30 June companies, the earliest deadlines have passed for this year. They’re worth looking back on while they’re fresh, because they set the timetable for everything above. For companies with a December year end and a meeting in April or May, there’s still time to get ahead of them. 

Setting the meeting date

The AGM date drives every other deadline, so settling it early gives everything else room. A listed company has to announce its AGM date to ASX at least five business days before Director nominations close, and nominations generally stay open until 35 business days before the meeting, depending on the Constitution. That puts the decision on the date about two months out, often before the Annual Report is finalised and released.

Allowing for ASX and ASIC review 

 A Notice of Meeting with Listing Rule resolutions has to go to ASX in draft first, and ASX can take up to five business days to respond, longer where a waiver is involved. Resolutions giving a financial benefit to a related party, such as equity for Directors, have to be lodged with ASIC at least 14 days before the Notice of Meeting is issued. Add the 28 days’ notice a listed company must give under its Constitution (this timing can vary) and time to print and post, and a November meeting needs an advanced draft of the Notice of Meeting by late September. Starting early means any comments from ASX or ASIC can be worked through calmly, even though a comment can reset the review period.

Allowing for ASX and ASIC review 

 Remuneration, Related Party and many Listing Rule resolutions carry voting exclusions, which ASX expects to follow the wording in Listing Rule 14.11, and the proxy form has to match them. The printer proofs are then the last chance to check the meeting details and every resolution before the pack goes out. Our Notice of Meeting and AGM preparation checklist covers the full sequence. A careful read of the proofs is the simplest way to make sure the pack goes out correctly the first time.

Building next year’s timetable

Almost everything above comes down to building the timetable backwards from the meeting date, because that’s the direction the deadlines that matter run. Once this season wraps up, the exercise I suggest to clients is to rebuild it starting from the meeting date, put the external deadlines in first (nominations, ASX and ASIC review, printing and the proxy close), and fit Board and Committee sign-offs around them.

Talk to us about your next meeting 

Our Company Secretarial Team works through the AGM timetable with clients every season, from the proxy position to the Chair’s briefing, and our meetings team runs the day itself, in the room and online. Whether your meeting is a few weeks away or you’re planning for April, get in touch and tell us when your meeting is.