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Organizing your Annual Shareholder Meeting in 2021

Last week we wrote about the 2021 IR calendar and virtual events. This week, with the Annual General Ordinary Shareholder Meeting deadline approaching, we are going to take a look at AGMs and what these events will look like this year in Mexico.

 

Last year, prior to the 2020 AGM season, we provided information on the legal aspects of these events with advice from 3 top Mexican law firms (click here to view). For the most part, companies acted quickly and put the necessary requirements in place to hold successful and safe AGMs. As far as we can tell, as last year, companies are this year opting for a hybrid model, where shareholders can access the meeting remotely but will cast their votes via a proxy attorney who will be present. While according to CREEL and others, force majeure could allow for a fully virtual meeting including voting, there are concerns that the votes could be challenged, unless the statutes of a company expressly permit voting remotely and the procedures are robust and secure. To avoid the doubts, proxy voting seems safer, especially now that social distancing measures have been eased.

 

https://asesoria.juridicas.unam.mx/preguntas/pregunta/30-Se-puede-celebrar-una-Asamblea-General-Ordinaria-Extraordinaria-via-electronica-aun-cuando-los-estatutos-de-la-sociedad-no-lo-prevean

https://www.expreso.com.mx/seccion/expresion/e-comunidad/286105-asambleas-y-sesiones-de-consejo-en-forma-virtual.html

https://www.ruizconsultores.com.mx/recomendaciones-legales-para-la-empresa-ante-el-covid-19/

 

Here are our tips for virtual AGMs:

  1. Find the right platform for your needs. We have our own, competitively priced Miranda Zoom offering, which is a good option for virtual and hybrid AGMs. 
  2. Rehearse so all those involved understand how everything will work.
  3. As part of the rehearsal check the sound and video quality. Follow our earnings call tips part 1 and part 3 to ensure optimum sound and video quality and for other more general tips for a successful event.
  4. We highly recommend that you use video for those presenting and disable video for attendees. You may choose to allow attendee video when they are asking a question. For the general pros and cons of using video please see our tips for earnings calls (part 2).
  5. Be well presented – even if your management team are dialing in from home, ensure that they are dressed in the same way that they would be if they were holding an in-person AGM.
  6. Make sure your content is engaging. Attention spans are shorter over video link so switch between formats (speech, presentation, moderated discussion, multimedia etc.).
  7. Have a moderator – this will give your shareholders more confidence in the process, making them feel that they have the same opportunity to participate and hold the Board to account as they would in person.
  8. Ensure that the voting method is clear. In our view, the safest form is for shareholders to appoint an attorney as their proxy.
  9. Have a backup – ensure that presenters in different locations (preferably with different internet providers, as provider wide outages are not uncommon in Mexico) have all the necessary information (script, presentation etc.) and know how to share a presentation via your chosen platform. The show must go on!
  10. Make sure that you fulfil all the legal requirements of an AGM – especially ensuring that only valid shareholders have the passwords to enter the Zoom or platform that you choose. Engage with your legal team if you are unsure on any aspect.

 

As with other events, we see certain benefits to holding virtual AGMs – more stakeholders will be able to attend and there are savings to travel, catering and venue expenses. Nevertheless, companies should be careful not to sacrifice shareholder engagement for efficiency.

 

As we mentioned last week, virtual events have been very successful during the pandemic, so much so that we expect to see virtual and hybrid events continue in the long term. We are unsure whether AGMs will have the same virtual uptake in the future given their nature. However, across the world authorities and regulators are considering allowing virtual AGMs in the long term – Singapore and Australia for example.

 

Miranda IR is here to help with any questions about AGMs and virtual events more generally.

 

Below please find examples of calls to 2021 AGMs:

América Móvil

https://s22.q4cdn.com/604986553/files/doc_downloads/materials/2021/1/27/Nota-Informativa-EN-(AGO-8Feb21-Ingl%C3%A9s)-VF.pdf

BBVA

https://shareholdersandinvestors.bbva.com/corporate-governance-and-remuneration-policy/2021-annual-general-meeting/notice-of-meeting/

Cemex

https://www.cemex.com/-/ordinary-general-shareholders-meeting-2021

Coca-Cola Femsa

https://coca-colafemsa.com/wp-content/uploads/2021/02/Coca-Cola-FEMSA-announces-date-for-shareholders-meeting-1.pdf

GAP

https://www.aeropuertosgap.com.mx/en/shareholders-meeting/3325-2021-annual-general-ordinary-and-extraordinary-shareholders-meeting.html

Orbia

https://www.bmv.com.mx/docs-pub/convocaa/convocaa_1078490_1.pdf (Spanish only)

(Voting form): https://www.orbia.com/494b59/siteassets/5.-investor-relations/annual-general-meetings/2021/march/proxy-english-v-6-final.pdf

Walmex

Information Release Schedule

2021 Shareholders Meeting Proposal

Contacts at Miranda Partners

Damian Fraser
Miranda Partners
damian.fraser@miranda-partners.com

Ana Maria Ybarra Corcuera
Miranda-IR
ana.ybarra@miranda-ir.com

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