New guidance on the use of technology in virtual and hybrid AGMs

New joint guidance on managing virtual and hybrid meetings from the AICD, Governance Institute of Australia and others.

Boards are free to adopt the meeting format most appropriate for the organisation and its members or shareholders. There is no one-size-fits-all approach. But understanding what is the best for each organisation takes great consideration of its members, available technology, logistics and the law. Technology must allow those participating in AGMs virtually to be able to ask questions, orally and in writing, and to vote in real time or in advance, if they choose.

While some companies have been using webcasts for at least 15 years in connection with their AGMs, technology use at AGMs became almost universal during COVID-19, when physical meetings weren’t permitted. This has remained a feature of most AGMs and other company meetings since pandemic-related restrictions ended.

This guide is a joint publication by the AICD, the Australasian Investor Relations Association (AIRA), the Business Law Section of the Law Council of Australia (BLS) and the Governance Institute of Australia (GIA). It reflects key learnings from the first three years since permanent changes to the Corporations Act 2001 (Cth) took effect, enabling the use of technology to hold AGMs and other meetings. It also includes guidance to address areas of concern raised as part of the Independent Statutory Review of the effectiveness of the permanent reforms.

Frame the process

The company’s notice of meeting should specify the format and how members or shareholders can participate in the meeting. Virtual meeting technology continues to evolve and technology enabling members to ask questions both orally and in writing is more readily available on a variety of platforms. However, in some cases, a separate telephone line may still be required for members to ask questions orally.

The process for asking questions orally, including any requirement to contact the registry to verify identity, should be clearly explained in the notice of meeting.

No matter how the AGM is hosted, the environment must promote genuine and effective interaction between members and the directors.

Role of the chair

The chair of the meeting, typically the chair of the board, plays a pivotal role in the company’s obligation to give members a reasonable opportunity to participate. This includes the effective management of questions received in the room and online. Context is very important when managing and responding to questions.

For example, if a meeting takes place during or after a company crisis, or when the board is aware of significant member dissatisfaction — managing the room, physically and virtually, can be a delicate balance.

Meeting chairs need to be aware of their powers at general law and under the company’s constitution. Company secretaries and legal advisers can provide a summary in the chair’s AGM briefing pack.

Voting

Publicly listed companies should be aware that all resolutions set out in the notice of meeting are required to have voting conducted via a poll. Procedural motions may still be put to a vote by show of hands. The default method of voting on resolutions for all other entities is by a show of hands, unless a poll is demanded. For registered schemes, special or extraordinary resolutions must be voted on via a poll, with other resolutions required to be decided by a show of hands unless a poll is demanded.

When technology fails

Have a contingency plan in place in case the technology fails on the day. Before the event, workshop potential problems or disruptions that may arise during the meeting — and potential solutions.

Companies should have troubleshooting tips available in the notice of meeting and/or on the AGM section of the website. Ideally, they would also have a telephone number for members to contact for assistance, although this might not always be feasible for smaller companies.

Provided the technology used is reasonable — that is, members with access to typical or widely available technology are able to participate in the meeting — a company is not responsible for a member’s own inability to participate.

The chair has inherent power to take action to ensure the proper conduct of the meeting in the event of a disruption. This power should extend to technological disruptions at virtual or hybrid meetings.

Cybersecurity

While cybersecurity concerns are a legitimate issue for companies to address, they should not prevent companies from using technology to hold meetings.

Cyber threats have increased exponentially in recent years. Cybersecurity arrangements for meetings that are technology enabled should be part of a company’s overall cybersecurity incident response plan. Companies should ensure meeting access is secure and any hackers or bots can be identified and removed from the meeting — particularly given that it is now possible for AI software to join a meeting and record and transcribe proceedings. Most platforms like Zoom and Teams provide host controls. 

Make sure the integrity of virtual voting is protected and carefully consider the legal implications of publishing any recording of a meeting. The guide includes a timeline and checklist for AGM logistics.

SME and NFP meeting formats

While not appropriate for publicly listed companies with large member bases, smaller companies, charities and NFPs convening hybrid or virtual meetings may choose to use more accessible or free virtual meeting technology. For example, platforms such as Zoom, Microsoft Teams and Google Meet have built-in audio features enabling full participation rights for members, including voting and asking questions orally/in writing.

However, if voting by poll, rather than by show of hands at a hybrid or virtual meeting, additional arrangements may need to be made to record the vote. The use of any free virtual meeting platforms should be carefully managed and subject to clear protocols covering who may access the meeting and relevant security arrangements.

This article first appeared under the headline 'AGMs using technology' in the July 2025 issue of Company Director magazine.