Preparing for AGM Season

by Automic IT

30 June 2018

Preparing for a Smooth Reporting Season

For companies with a June 30^th end of financial year date, this time of year is undoubtedly a busy one. Over the next three months, Annual Reports, NoMs and Proxy voting forms will be distributed to shareholders, ahead of Annual General Meetings.

With over 300 ASX listed clients in our portfolio, Automic Group is uniquely positioned to help small to mid-cap companies prepare for, and successfully navigate, this particularly busy time of year. Our integrated service offering and experience across Registry, Company Secretary, Legal Services, outsourced CFO, Accounting, and Financial Reporting has equipped us with an in depth understanding of how to ensure your reporting activities run smoothly and that you are fully compliant.

Corporate Governance Principles Changes – FY2020

2019 is likely to be the last year unaffected by the ASX’s new Corporate Governance Principles, due to come into effect in early 2019 and affecting financial year dates commencing on or after 1 July 2019. The new principles are anticipated to pivot the role of boards from considering only shareholder interests to considering the interests of all the stakeholder groups of a company. Given the anticipated changes, astute companies may look to implement some changes for FY2019, minimising the work to be done at financial year end.

Top AGM Resolutions to Prepare For

Re-election of Directors: Company performance can prompt shareholders to vote against the election or re-election of directors.
Adoption of the Renumeration Report: Executive renumeration remains a key area of shareholder concern, and the board and management team should be prepared to engage on this topic extensively at the AGM.
Employee Incentive Schemes: These tend to fall under scrutiny from shareholders, and objections can arise in the form of strikes against renumeration reports and rejection of directors or voting against the schemes themselves.

Polling Sentiment on AGM Resolutions

The new CGS Principles are expected to include a recommendation that all resolutions put to shareholders at meetings must be determined by a polling system. This fits with international standards practiced by leading global exchanges and constitutes ASIC’s recommendation around good corporate governance. If your company hasn’t previously implemented a poll at your AGM, it could be a timely addition, in the interests of best practice.

How Automic Group Helps Small-Mid Cap Listed Companies During AGM Season

Full service AGM NoMs including drafting, lodgement with ASX/ASIC as required, preparing runs sheets, minuting meetings etc.
Advice and drafting of new policies to comply with new CGS Principles
Shareholder vote solicitation
Preparation of script and Q&A for AGM
Advice and drafting of renumeration policies and incentive schemes (in line with ASIC/ ASX rules)
Design and management of employee incentive schemes
Analysis of company constitutions and advice around timely amendments
Drafting of resolutions and explanatory statements for inclusion in AGM NoMs
Legal advice around compliance and ASIC/ ASX requirements
Management and execution of polls at AGMs