For listed organisations with a 30 June financial year end, it is undoubtedly a busy time of the year.
Over the next 3 months, Annual Reports will be collated, approved and distributed, Notices of Meeting (NOMs) and Proxy Forms will be printed and sent to securityholders, and Annual General Meetings (AGMs) conducted.
Planning and preparation for these events will certainly pay big dividends during the AGM and assist in completing planned resolutions with support of securityholders. Automic Group has a wealth of experience across Registry, Company Secretarial, Legal, Finance and Corporate Governance services.
Our reach extends to more than 450 ASX-listed organisations which provides us with a unique vantage point to cultivate insights across the whole Annual Reporting and AGM season process, and to help you plan for the busiest period of the year.
We will visit the following key points:
With another financial year completed, it is a timely reminder for senior management and the board of directors to reflect on:
Automic Group’s and teams can assist with reviewing current policies and drafting new policies. Click for more information.
The fourth edition of the ASX Corporate Governance Council’s Principles and Recommendations () was released in February 2019 and takes effect for an organisation’s full financial year commencing on or after 1 January 2020.
In order to ensure that the company’s ‘social licence to operate’ remains intact and undamaged, the boards of ASX-listed organisations will need to consider not only the interests of their securityholders, but increasingly the interests of the broader group of stakeholders. As the Corporate Governance landscape in Australia undergoes a transformative shift, the need for clear and concise advice during the reporting and AGM season will become paramount, and we are here to help.
We consider that now is the opportune time to implement ‘forward-thinking’ processes for the future.
In response to these changes, we have a new service offering within Automic Group – Automic Governance. The team is comprised of Automic Group’s lawyers from its corporate/commercial practice and governance specialists.
The scope of services provided by Automic Group Governance will grow over time, but for now there are two imminent changes for organisations to consider, namely:
1) The new Whistleblower regime; and
2) The ASX Corporate Governance Principles and Recommendations (fourth edition).
If you would like to take up the offer, please contact Automic Group.
ASA Focus
Our Insight
suggests that securityholders typically voice their dissatisfaction with an organisation’s performance by voting against the election (or re-election) of Directors. There are ways to mitigate this by increasing securityholder engagement and ensuring that the explanatory statement for the re-election of a Director is appropriately drafted.
Increasing and maintaining the integrity of a Board’s composition (via independence, gender and skill sets) remains a key focus from various stakeholders, including the ASX Corporate Governance Council.
How can we help?
ASA Focus
Our Insight
Pre-emptive measures against a “two-strike” risk is strongly recommended. The number of actual votes cast at an AGM is surprisingly low in terms of percentage for some organisations, therefore a small swing could mean the difference between a strike or a pass for this year’s AGM.
Executive remuneration remains an area of key securityholder concern, and the Board and its management must be prepared to actively engage securityholders regarding such matters at its AGM.
How can we help?
ASA Focus
Our Insight
Closer scrutiny from securityholders and proxy advisers underlies the need to ensure that employee incentive schemes are drafted appropriately for executives and employees, as it could have significant adverse consequences in the form of strikes against remuneration reports and rejection of Director re-elections.
In addition to tax implications, depending on the type of incentive security and structure of the employee incentive scheme, it may trigger various sections of the Corporations Act 2001 (Cth), including the provision of a financial benefit to related parties, the giving of financial assistance, the taking of security over own shares, and limitation to termination payments, which all require careful navigation.
How can we help?
Securityholder participation
How can we help?
We are seeing many organisations using their AGMs to build in the flexibility they need to operate effectively both now and beyond.
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Amendments to the constitution |
ASX Listing Rule 7.1A |
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How can Automic Group help?
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How can Automic Group help?
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How does your organisation determine the outcome of AGM resolutions? The days of determining the outcome of resolutions put to securityholders at a meeting by ‘a show of hands’ may be numbered.
The New CGC Principles include a recommendation that all resolutions put to shareholders at a meeting must be determined on a poll. This would be consistent with the practices of other international exchanges, and ASIC’s strong recommendation of what it considers to be good corporate governance.
For organisations that have historically not conducted a poll at their AGMs, we would strongly recommend that the Board consider implementing the process for this year’s AGM. This is a simple measure to proactively demonstrate forward thinking practices at your meeting.
We have conducted countless polls. We can carry out a simple and effective poll for you at your meeting, providing the results back to you through our portal at the meeting venue. You will have an instant solution without the risk and any excessive costs.
Key AGM season milestones and timings
When: Now
Planning key steps including regulator approval (ASIC & ASX) and securityholder notifications will help you feel more in control during the busy AGM season. Let us assist you with coordination of key timetable dates and actions to make the season run smoothly.
When: Late September/ early October (Allow 3 weeks)
The ASX and ASIC typically require 5 and 14 clear days respectively for approval of AGM documents. You will need approval from one or both regulators depending on resolutions included in your AGM NOM. Add these key dates to your AGM timetable to ensure you meet these requirements
When: October (min of 28 clear days before AGM)
Annual Report, NOM and the proxy forms need to be printed and mailed out to securityholders who have not elected to receive these documents electronically. Notice period for ASX-listed co organisations in line with s249HA of the Corporations Act 2001 is 28 clear days (excludes day of document dispatch).
It is highly advisable to book print and mail as soon as your AGM date is known to beat the rush.
When: October/November (depending on AGM date)
To ensure the Board gains support for the planned AGM resolutions we recommend a proactive communication approach before the proxy voting opens.
Once the voting is open, we will help you monitor results and discuss strategies to maximise investor voting, and to help reach those investors who are less actively engaged or could be travelling.
When: November
The day of the meeting is here. A well-prepared Chair and Company Secretary can deal with any securityholder or visitor question with ease and confidence.
“Shareholder engagement is a cornerstone of good corporate governance”
Commissioner John Price
Call us on 1300 288 664 or us now.