How full suite share registry services help with AGM preparation

How full suite share registry services help with AGM preparation

How full suite share registry services help with AGM preparation

Annual general meetings (AGMs) play a pivotal role in shaping the future of public companies by encouraging informed decision-making and strategic planning. These crucial gatherings bring together key stakeholders, including board members and shareholders, to collectively steer the company’s direction. They can help your company build shareholder confidence and maintain a competitive advantage.

In addition to traditional share registrar duties, a full suite share registry services provider can offer support for various types of meetings such as AGMs, extraordinary general meetings, and special general meetings, provide companies with secure processes to protect clients’ data while also offering a wide range of polling solutions and assistance for companies navigating the complexities of IPO listings. In this article, we focus on how full suite share registry service providers can empower businesses to prepare their board members for AGMs, with the view to facilitate meaningful shareholder engagement and promote strong compliance with local regulations.

Understanding annual general meetings

AGMs hold a critical place on the corporate calendar. They provide a platform for stakeholders to convene, deliberate and make decisions that shape the future trajectory of a company.

Per the Malaysian Companies Act, public companies must adhere to local AGM regulations regarding the following:

    AGMs must be held once every calendar year, within six months of the company’s financial year-end and no more than 15 months from the last AGM.
    Companies incorporated in Malaysia must hold their AGM in Malaysia, regardless of whether the meeting mode is physical, virtual or hybrid.
    Unless the company has only one member, at least two people must be present at the AGM. Proxy attendance is permitted.
    Notice period
    Attendees must have at least 21 days written notice of the AGM date, but a 28-day notice period is advised for good corporate governance.

    In the lead-up to an AGM, the company secretary plays a pivotal role in preparing for regulatory compliance, precise documentation, and smooth communication, all essential for a successful shareholder assembly. However, AGM attendance rules and their adherence are the responsibility of the chair.

    Poor compliance can have serious consequences for your business. Disordered or legally invalid meetings can lead to shareholder complaints, fines and reputational harm, and recovering can take significant time and resources. Meanwhile, compliant AGMs that encourage open, orderly discussion will help to foster stakeholder confidence and bolster your corporate reputation.

    It is not unusual to feel daunted at the prospect of ensuring all your AGM obligations are satisfied, especially when requirements and standards vary for physical, virtual and hybrid formats. As a solution, many businesses engage professional full suite share registry service providers for personalised assistance with running productive, efficient and compliant AGMs.

    Preparing board members for AGM attendance

    Mandatory participation in the company’s AGM stands as a responsibility of board membership. AGMs play a crucial role in demonstrating your company’s commitment to transparency and accountability. Well prepared board members ensure a well run AGM that will leave a positive impression on shareholders and enable businesses to spend more time on strategic planning and less on administrative work. Your company can prepare for a successful AGM by:

    • understanding the company’s regulatory obligations for running a physical, virtual or hybrid meeting;
    • reading meeting materials thoroughly at least one week prior to the meeting and asking clarifying questions ahead of the meeting;
    • providing sufficient notice to shareholders of the date, time and location of the meeting;
    • sending clear instructions to shareholders explaining how they can attend the meeting, access relevant documents and participate in discussions and polls;
    • providing detailed information to shareholders about matters for discussion;
    • ensuring shareholders will have the opportunity to ask questions at the meeting and vote on important matters relating to the company’s governance;
    • anticipating shareholder questions in advance and formulating helpful answers (without divulging sensitive information such as trade secrets); and
    • preparing a shareholder presentation before the AGM to highlight company milestones, achievements and financial highlights.

    Preparing an AGM can be a complex, time-consuming process. Partnering with an experienced full suite provider that offers share registry, meeting and corporate secretary services can reduce the burden on your company during the planning stage and further minimise your risk of non-compliance.

    Preparing board members for AGM attendance

    Mitigating technology risks in AGMs

    As AGMs evolve to accommodate diverse formats, technology has emerged as both an enabler and a potential hurdle. According to Alex Chew, Director of Share Registry Services for BoardRoom Malaysia, the technology risks of AGMs vary depending on the meeting mode selected.

    “If it’s a virtual meeting, then connectivity is a key risk, especially as it has a third-party element,” he says. “Ensuring a good connection as the meeting organiser is only half of the success – for best experience, remote participants at home or in the office need to ensure good, stable, and unfiltered internet connection besides having a good working device.”

    In physical meetings, power outages and hardware failure (e.g. audiovisual equipment and electronic voting systems) can also cause problems.

    Businesses can effectively mitigate technology risks and ensure meeting continuation by implementing thorough contingency plans.

    “For virtual and hybrid meetings, we take steps to ensure a dedicated connection and backups are in place, and we also educate remote participants on how to achieve a good connection,” Alex says. “In physical meetings, we always prepare backup hardware equipment to ensure service continuation and minimise any disruption risk.”

    Mitigating technology risks in AGMs

    Engaging advanced share registry services in Malaysia

    In Malaysia, where digital technology is rapidly advancing and regulations are becoming more complex, businesses must embrace innovation to keep up with AGM trends. Thus, selecting a meeting services provider specialising in powerful, secure, easy-to-use digital meeting technology is important.

    “At BoardRoom, we partner with a reputable meeting platform Lumi Global, which is a certified system that supports all types of meetings,” Alex says. “The system is designed to manage all aspects of security risk.”

    Expert full suite providers like BoardRoom, powered by premium general meetings platforms, like Lumi Global provide a variety of features that empower you to:

    • implement AGM best practices and strategies to enhance engagement, streamline proceedings and promote transparency; and
    • satisfy regulatory requirements with ease (e.g. live voting and Q&A).

    For example, a popular time-saving strategy in virtual and hybrid meetings is to designate moderators or team members who can monitor the live chat and help answer repeat questions.

    “This means your Chairman won’t need to deal with the same questions over and over again, which can help to cut meeting times,” Alex explains.

    Another smart strategy is inviting shareholders to submit questions before the AGM, allowing the board to group similar themes and prepare insightful answers in advance.

    Comprehensive AGM support

    Comprehensive AGM support

    Planning and executing smooth and strategic AGMs can be a complicated task. By ensuring your board members are well-prepared and engaging the support of full suite share registry experts, you can ensure every meeting provides real value to shareholders and achieves strong compliance.

    BoardRoom leads the way for quality full suite share registry services in Malaysia, managing upwards of 350 AGMs and general meetings every year for a diverse range of clients. Our wealth of experience, deep knowledge of local regulations and high-level technological expertise make us the provider of choice for AGM support.

    According to Alex, many clients choose to partner with BoardRoom due to the unrivalled flexibility of our service.

    “Our tailored services have the agility to meet your unique business requirements as they evolve,” he says. “Lumi Global has the agility to accommodate various meeting modes and can be adapted to align with your company constitution.”

    BoardRoom also provides complementary company secretarial services as part of our suite of corporate services, making it quick and easy for clients to access quality support across business functions. Whether you’re a small startup or a sprawling multinational corporation, our qualified business specialists work together to help your business achieve its goals and thrive within Malaysia and beyond.

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    SG-MY-Lumi Meeting Services : Optimising Hybrid AGMs


    SG-MY-Lumi Meeting Services : Optimising Hybrid AGMs

    In our recent webinar, ‘2023 AGMs and EGMS – What Have We Learned’, more than 50% of respondents identified cost as a major concern when considering hybrid meetings. Many believe that hosting hybrid meetings costs twice as much due to the need for physical venues and remote setup. While rising costs and logistical expenses pose challenges, they also create opportunities for creative solutions.

    One strategy is downsizing venues, prioritising quality over quantity. The key is to strike a balance between limited physical attendance and remote participation.

    Here are our tips on how you can maximise cost efficiency and engagement in your hybrid meetings.

    Connect with our Meeting Services team today to discuss on how you can promote a dynamic and inclusive meeting environment that serves all stakeholders.

    Contact BoardRoom for more information:

    Richard Lee

    Share Registry Services, Sales Director, BoardRoom Malaysia

    E: [email protected]

    T: +60 3 7890 4700

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    Choosing between a physical or virtual AGM meeting: what works best for you?

    Choosing between a physical or virtual meeting_ what works best for you Banner

    Choosing between a physical or virtual AGM meeting: what works best for you?

    With recent changes in regulatory requirements and shareholder activism, we have observed significant differences in how listed companies conduct their meetings to ensure regulatory compliance and meet shareholders’ expectations. Adoption of technology such as AGM webcasts and ESG factors have also influenced the way companies conduct their meetings. How do you decide on a suitable format for your next AGM?

    We have compiled valuable insights reflecting the dynamic shifts that have taken place in the world of Annual General Meetings (AGMs) for the January-June period in Malaysia. Whether you’re an investor or a company executive, our infographic helps you understand the dynamics of virtual and physical AGMs in Malaysia. We help you weigh the pros and cons of each format and show you the contributing factors to a successful meeting.

    Download our AGM Trends Infographic today to find out how you can make the right decision for your AGM strategy.

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    How is planning a Virtual AGM different from Physical AGM?

    Virtual AGM

    How is planning a Virtual AGM different from Physical AGM?

    Planning a Virtual AGM in Malaysia?

    Virtual Annual General Meetings (AGMs) provide greater flexibility and engagement opportunities for all of your company’s shareholders regardless of their location.

    However, there are many practical elements to consider when planning a virtual AGM. These include your company’s readiness to go digital, how to do a live Q&A, how polling will occur, which virtual meeting platform to use and more.

    But, before you even get to the detailed planning stage, it is essential to review your company’s constitution to check if virtual AGMs are permitted and the AGM regulatory requirements to ensure that your company can meet its statutory obligations.

    Below is a guide to everything you need to know about running a virtual AGM in Malaysia.

    01 An overview of the current AGM requirements in Malaysia

    Virtual, fully virtual and hybrid AGM limitations

    Companies can only run virtual, fully virtual or hybrid AGMs if their constitution or trust deed allows them to.

    AGM meeting inclusions

    As per section 340 of the Companies Act 2016 (“CA”), publicly listed companies must discuss the following at their AGM:

    • audited financial statements and the reports of the directors and auditors;
    • the election of directors in place of those retiring;
    • the appointment and the fixing of the fee of directors; and
    • any resolution or any other business included on the meeting notice or as per the company’s constitution.

    Timing of AGMs

    The Guidance and FAQs on the Conduct of General Meetings for Listed Issuers (“Guidance Note”) issued by the Securities Commission Malaysia (SC) on 18 April 2020 and revised 16 July 2021 states:

    Under section 340(2) of Companies Act 2016, a company shall conduct its annual general meeting (AGM)–

    (a) within six months of the company’s financial year; and
    (b) not more than 15 months after the last preceding annual general meeting.

    In relation to listed real estate investment trusts (REITs), paragraph 13.18(a) of the Guidelines on Listed Real Estate Investment Trusts (Guidelines on Listed REITs) requires a management company to hold an annual general meeting–

    (a) within four months of the REIT’s financial year end; and
    (b) not more than 15 months after the last preceding annual general meeting.

    Notice of AGM

    The CA states that all shareholders must be sent a notice in writing about the AGM at least 21 days before it is being held. In addition, publicly listed companies must:

    • advertise the notice of AGM no later than 21 days before it occurs in at least one nationally circulated daily newspaper in Bahasa Malaysia or English;
    • send the notice of AGM in writing to each stock exchange where the company is listed; and
    • make an announcement to Bursa Malaysia Securities Berhad 21 days before the AGM is held.

    AGM venue and member participation

    The main AGM venue must be in Malaysia and with the chairperson present at this venue according to section 327 of the CA. Further, the venue must allow members to be able to participate and exercise their rights to speak and vote at the AGM using any technology or method.

    Meeting quorum

    To achieve quorum, there must be at least two members personally participating in the meeting or by proxy, pursuant to sub-section 328(2) of the CA.

    Voting scrutineer

    At least one scrutineer must be appointed to validate the votes cast at an AGM whether on-site or remotely.

    02 How COVID-19 has impacted these AGM requirements

    In response to COVID-19, the Malaysian Government have implemented a number of physical distancing and other safety precautions measures, including:

    • a movement control order (MCO);
    • a conditional movement control order (CMCO);
    • a recovery movement control order (RMCO);
    • an enhanced movement control order (EMCO); and
    • standard operating procedures (SOPs).

    Companies have started to conduct virtual AGMs to mitigate risks associated with Covid-19 and comply with Guidance Note on AGM requirements issued by the Securities Commission of Malaysia (“SC”).

    What are the definitions for Physical and Virtual AGM?

    SC’s Guidance Note defines them as:

    Physical AGM

    “Conducted at a physical meeting venue(s) only, without any online participation.”

    Physical AGMs are only an option during an RMCO, with the number of people allowed to physically attend subject to venue size and ability to comply with SOPs.

    Fully Virtual AGM

    “Conducted online where all meeting participants including the Chairperson of the meeting, board members, senior management and shareholders participate in the meeting online.”

    Fully Virtual AGMs are a recommended option during any of the Movement Control Orders. They are the only AGMs allowable under an EMCO.

    Virtual AGM

    “Conducted online from a broadcast venue, where only essential individuals are physically present to conduct the virtual general meeting. All shareholders in a virtual general meeting participate in the meeting online.”

    Virtual AGMs are a recommended option during an MCO, CMCO or RMCO. If held during an MCO, a maximum of 8 essential people are allowable at the broadcast venue. This increases to 20 people during a CMCO, and during an RMCO the number of people allowable is subject to venue size and ability to comply with SOPs.

    03 What are the advantages and disadvantages of each AGM type?




    • Helps alleviate shareholder concerns about transparency: Some shareholders have the perception that physical AGMs allow for more transparent and robust discussions on company performance.

    • Access equity: caters to those who lack skills/equipment to participate remotely.

    • Additional costs: eg. venue hire, travel, catering, security, door gift and audiovisual support costs.

    • Limited accessibility: difficult for all shareholders to attend if they do not live within proximity of the venue.

    • Inflexible: physical AGMs are not able to be held when force majeure events occur such as pandemics or natural disasters.

    Fully Virtual and Virtual

    • Lower costs if your company has a large shareholder base: companies can avoid the expenses associated with large physical venue hire and travel costs. While there is an initial upfront investment required for virtual AGM technology, companies save more in the long term.

    • Highly accessible: most shareholders can easily participate remotely.

    • Highly flexible: AGMs can proceed even during force majeure events such as pandemics or natural disasters.

    • Transparency concerns: perception held by some shareholders that Fully Virtual and Virtual AGMs may result in less transparent and robust discussions on company performance. However, reputable virtual AGM providers will offer a live Q&A function to help dispel these concerns.

    • Access equity issues: some shareholders may lack the equipment and skills to participate remotely.

    • Risk of technology failure: meetings may have to be adjourned until technology issues are resolved. An excellent meeting services provider will hold ‘dry-runs’ to minimise the risk of any technical issues.

    Digital AGM tools are no longer just ‘nice to have’, but essential

    Data from the SC’s Corporate Government Monitor 2020 (CG Monitor) indicates that younger people prefer to participate in AGMs using remote participation and voting facilities (RPV). In all age groups (except the 71 years and older category), vast majority of shareholders stated that they would like to have the option of remote AGM participation.

    In short, AGM participation in the future will be firmly rooted in digital technology. This means that it is important for companies to start making the transition now to running virtual AGMs.

    Need help running your next Virtual AGM?

    Our team of share registry experts here at BoardRoom are poised to support your business to deliver the best Virtual AGM possible. We have extensive experience in executing AGMs, scrutineering and also using an independent, thoroughly integrated and purpose-built e-polling platform, Lumi. Through our unique platform, your company can hold live Q&A discussions and authenticate shareholders in real-time at your next virtual AGM.

    Speak to one of our share registry experts today to find out why we are the leading provider of shareholder support solutions in the Asia Pacific region.

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