The activist's playbook: A guide to preparing your board for a challenging AGM.

The rise of hybrid and virtual meeting formats has permanently altered the landscape of Annual General Meetings. A key consequence is that it has made it significantly easier for shareholder activists to attend more meetings and ask challenging questions.

As prominent activist Stephen Mayne has remarked, "I've been called a nuisance – but democracy needs its nuisances". For any board or company secretary, this means preparation is the absolute key to managing these interactions professionally and maintaining control of your meeting.

Understanding the common lines of questioning and developing a clear, disciplined response strategy can transform a potentially disruptive situation into a demonstration of robust governance and confident leadership.

Common lines of questioning from activists

While questions can vary, they often fall into predictable categories that probe a company’s governance, transparency, and performance. Preparing your chair and directors for these topics is a critical first step.

• Proxy results and meeting format: Activists frequently pressure boards to disclose proxy votes to the ASX ahead of the meeting and reveal the recommendations from proxy advisors. Expect questions about why there was a high vote against a specific resolution or a commitment to continue hybrid meeting formats in the future.
• Board and chair: These questions target the core of your governance structure. Be prepared for pointed questions on board diversity, director tenure, succession planning, over-boarding (a director’s capacity to fulfil obligations), and the reasons for any recent resignations of independent non-executive directors.
• Remuneration and capital structure: Activists often scrutinise executive pay, asking about the vesting status of a CEO’s past incentive grants or why a particular director has not invested their own money in company shares. Questions about accumulated losses versus market cap or the structure of recent capital raises are also common.

The role of technology in managing activism

Developing a disciplined response strategyIn a high-pressure Q&A session, the right technology can be a powerful tool for maintaining order and control. A modern AGM platform provides essential features for managing a challenging Q&A, including real-time moderation tools that allow your team to triage questions and ensure the discussion remains productive. A dedicated, distraction-free 'Chair View' enables the chair to see only approved questions, allowing them to stay in flow and respond professionally. Finally, the ability to generate a complete, auditable record of all questions and answers post-meeting is crucial for demonstrating transparency and creating an accurate record.

Developing a disciplined response strategy

A prepared and disciplined approach is crucial. A well-run AGM does not engage in open-ended debates but follows a structured agenda.

Your response strategy should be built on three pillars:

1. Focus strictly on the resolutions: Train your chair to keep all responses focused on the specific resolutions being discussed at that point in the meeting. Broader strategic questions should be acknowledged and addressed using pre-prepared messaging rather than an impromptu answer.
2. Rehearse talking points: The chair and executive team must rehearse answers to likely questions on sensitive topics. This ensures responses are confident, consistent, and respectful, even when the question is challenging.
3. Align all communications: The golden rule is to maintain a consistent message across all channels and avoid unplanned social media engagement after the meeting. A coordinated response plan involving your Company Secretary, Investor Relations, and Legal teams is essential, especially if the AGM attracts media attention.

Conclusion: Dealing with activism

Shareholder activism is a permanent and important feature of the corporate governance landscape. While it can be challenging, a board that anticipates questions, prepares its messaging, and leverages technology effectively can navigate it professionally, maintaining control of the meeting and reinforcing its commitment to accountability.