Date Approved: June 17th 2021
The NZSA Position
1.1 NZSA believes hybrid Annual Shareholder Meetings (ASM’s) or Special Shareholder Meetings (SSM’s) maximise shareholder participation and should become the default format for all listed issuers.
1.2 As best as possible, companies should ensure that technology enables accessibility for virtual attendees in relation to asking questions. This includes the right to ask a supplementary or clarification question to ensure their original question is addressed.
1.3 The location and timing of ASM’s and SSM’s should be set with convenience and ease of access to shareholders in mind.
a. We expect that physical meetings will occur in one of New Zealand’s six main centres (Auckland, Christchurch, Dunedin, Hamilton, Tauranga or Wellington).
b. We expect that use of hybrid meetings will allow more location flexibility.
c. Where possible, scheduling conflicts with the ASM’s / SSM’s of other major NZX-listed entities should be avoided.
1.4 Shareholder engagement is fundamental to good corporate governance, and we expect Boards to ensure their shareholders can attend and participate in shareholder meetings.
1.5 NZSA expects that a company SSM or ASM should contain content that is relevant to shareholder decision-making and is part of a wider shareholder engagement approach by the company.
a. Content at an SSM or ASM should not be limited solely to that related to the resolutions to be voted on at the ASM. Relevant information may include forward looking statements, a discussion on strategies, plans, challenges and risks, or information on any other matters that is relevant to shareholder decision-making.
b. Content should also be released to the NZX at the time or just before the meeting commences.
c. After the meeting, a transcript or recording of shareholder questions and answers should be made available for shareholders and investors.
1.6 NZSA expects the Chair to facilitate the meeting in an impartial and fair way, and support discussion of major issues at an ASM or SSM.
1.7 Directors should speak to their election/re-election and be willing to take questions from shareholders. If directors are unable to be physically present at a meeting, where their election/re-election is to be considered, they should be streamed-in live to the meeting to speak to their appointment and respond to any questions from shareholders.
1.8 NZSA does not support any attempt to screen or dilute direct contact between auditors and shareholders at shareholder meetings or other forums where an independent view of the company is requested.
1.9 NZSA expects that the audit partner responsible for signing off an audit will be present at shareholder meetings to answer any shareholder questions (except in exceptional circumstances)
1.10 The results of voting on the resolutions should be posted as soon as practicably possible after the meeting has concluded. The release should contain full details of the voting outcomes (for/against/abstain – both voting numbers and percentages).
See section 2 in attached guidance notes
3.1 NZSA will continue to advocate on behalf of shareholders with the Share Registry providers in New Zealand to improve the underlying technology used to support the ‘virtual’ elements of a hybrid meeting.
3.2 Specifically, we wish to ensure that technology for virtual attendees replicates the situation at a physical meeting in relation to asking questions. That is:
a) The questioner should be able to ask a verbal question and appear on screen if they wish (ie, participation by audio and video)
b) All those speaking at the physical meeting should also be shown on video (as well as audio).