Your annual general meeting (AGM) of shareholders is one of the most important dates on your corporate calendar. In addition to satisfying a regulatory requirement, the AGM can provide an opportunity for company management to engage with its shareholder base, providing operational updates and answering questions that shareholders may have on overall performance and future objectives. If it's your first time holding a shareholder meeting, it can seem intimidating; companies need to pay close attention to the corporate requirements under the Business Corporations Act for their jurisdiction and the requirements set out in their by-laws, articles, or other governing documents. Engaging external advisors such as your legal counsel and transfer agent for support will help ensure that no detail gets overlooked.
Planning and Preparation
Planning your meeting timeline is an important first step in the process. Under Alberta's Business Corporations Act (ABCA), your first AGM must be held within 18 months of incorporation, and subsequent meetings must be held within 15 months of the previous AGM.
Once you have selected your meeting date, you should decide upon your record date for determining which shareholders will be eligible to receive notice and vote at the AGM. Under the ABCA, the record date for an AGM must not precede the meeting date by more than 50 days or less than 21 days.
The Notice of Meeting must be sent to all shareholders of record at least 21 days prior to the meeting date; however, the ABCA does allow this timeline to be reduced to at least 7 days prior to the meeting date for non-reporting issuers provided that the company's by-laws allow for this shortened timeline.
Each province and territory have their own Act, which outlines these requirements for AGM planning, and federally incorporated companies will fall under the jurisdiction of the Canada Business Corporations Act. While many of the requirements are similar across jurisdictions, adhering to the rules for your company's jurisdiction of incorporation is important.
Over the past several years, companies have looked at ways to streamline processes and reduce some costs associated with the AGM. For example, the ABCA allows the meeting material to be sent to shareholders electronically per the Electronic Transactions Act, so long as delivery by electronic means does not conflict with the company's constating documents. Depending on the number and size of the documents being sent to shareholders, companies with larger shareholder bases can realize significant savings on printing and postage costs by taking advantage of e-delivery.
Engaging a transfer agent to facilitate the proxy tabulation takes the administrative burden off the company and ensures that industry best practices are being followed. Companies looking to encourage proxy voting across their shareholder base prior to the meeting date may want to consider offering online voting. With online voting, shareholders are provided with a unique voting control number which grants them access to a secure portal to view the resolutions and submit their voting instructions. In addition to being a convenient way for your shareholders to participate in the AGM, online voting can also help the company attain its quorum requirement in advance of the meeting date.
Traditionally AGMs would be held at the company's office, their legal counsel, or at a conference facility if a larger shareholder turnout is expected. One of the effects of the COVID-19 pandemic was the widespread adoption of the virtual meeting format. Although in-person meetings are becoming common practice again, many companies have appreciated the flexibility that virtual meetings provide and are continuing to embrace this format. While the early days of the pandemic saw temporary relief being provided by the regulators to allow for virtual meetings, the ABCA and corporate law in other jurisdictions have now been amended to permanently allow for virtual meetings, provided that it does not conflict with the requirements set out in a company's constating documents.
One factor to keep in mind if you choose to hold a virtual AGM rather than an in-person meeting is to be aware of the capabilities of the platform you choose for hosting the meeting. For example, while Zoom, Teams, and similar platforms are now widely used and will allow you to keep track of attendees, they do not provide a secure method for tracking votes at an AGM. If you are expecting a large turnout of shareholders at your virtual AGM, you should plan to use a virtual meeting platform with audit controls designed for the AGM process, ensuring only registered shareholders with a valid control number can submit their votes over the platform during the meeting. There is also the option of a hybrid meeting, allowing both in-person and virtual attendance and voting. If you're unsure which format is the best fit for your company, contact your legal counsel or transfer agent to discuss your options in more detail.
Planning the first AGM for your company may seem daunting at times. Ensuring compliance with your jurisdiction's corporate law as well as your company's constating documents is critical. It's also important to note that reporting issuers have additional requirements that they must adhere to, as outlined under National Instrument 54-101, "Communication with Beneficial Owners of Securities of a Reporting Issuer." When in doubt, reach out to trusted advisors to get the support you need so that this important corporate event is a success. Each year you will be able to identify what worked well and what might need to be changed so that the experience for both management and the shareholders is a positive one.