“Virtual AGMs are here to stay"; report of the webinar on the future of the AGM

News · 05-10-2020

The possibility of holding a digital shareholders' meeting (AGM) must be structurally incorporated into Dutch company law. It should also be made possible for listed companies, within the framework of the shareholders' meeting, to decouple the discussion and accountability part of an AGM from the voting part. This was the view of a majority of participants in the webinar on The Future of AGMs held on 30 September. The webinar was organised by Eumedion, Clifford Chance and Euronext. The speakers and participants agreed that Dutch listed companies should have more flexibility in choosing the best AGM format.

During the webinar, Clifford Chance civil law notary and partner Mark Jan Arends gave an overview of the emergency law drawn up this Spring that made it possible for the Dutch listed company to hold a virtual AGM this year. He noted, among other things, that companies have dealt with the right of shareholders to ask questions in quite different ways. For example, DSM limited the number of questions that could be submitted prior to the AGM to a maximum of five per shareholder, Airbus did not offer shareholders the opportunity to ask follow-up questions, and Royal Dutch Shell held the Q and A session between the board and shareholders prior to the voting deadline for shareholders. He was in favour of a structural, legal embedding for the possibility of holding digital AGMs.

Subsequently, Adyen’s corporate secretary Brigitte van den Bosch, gave a presentation on how Adyen prepared and held the virtual AGM this year. Important topics included talks with investors and shareholders on AGM-related matters prior to the AGM. She said that this preparation was one of the reasons why the virtual AGM was a success. She too was very much in favour of being able to hold a virtual AGM in the future.

Eumedion executive director Rients Abma then presented the main findings and conclusions of institutional investors regarding the virtual AGM season 2020. He listed seven positive points, including better opportunities for foreign shareholders to participate and a lower AGM carbon footprint. Nevertheless, he also mentioned a number of points for improvement. He found the lack of live interaction between management, the supervisory board, the auditor and shareholders at most AGMs to be the main drawback. He also found the inability of a shareholder to make a live statement at the AGM to be a shortcoming. He felt that in the future listed companies should be given more flexibility to choose the 'AGM format': the physical AGM, the hybrid AGM, the virtual AGM and the possibility to split the discussion part of the AGM from the voting part, as Royal Dutch Shell did this season. However, these options should first be embedded into the company’s articles of association.

During the subsequent virtual discussion with the public, the advantages and disadvantages of the various AGM formats, the need to embed the formats in the articles of association and the advantages and disadvantages of a 'split' AGM were highlighted.

Relevant documents

Replay of the webinar 'The Future of AGMs'


Speakers' presentations


Voting results poll questions