See you at the AGM: guidance on virtually enabled shareholder meetings

Following publication of the Government’s consultation on Modernising Corporate Reporting on 7 September 2026 and in particular its suggestion to make it clear that a “place” of a meeting can include virtual locations (see our post here for further information on this), on 6 October 2026 the Investment Association (IA) published updated guidance on the use of virtual elements in shareholder meetings. This guidance applies to AGMs of companies with year ends on or after 30 September 2026.

The IA’s position is clear: AGMs are critical in allowing shareholders to hold boards to account and a hybrid format is the optimum way to ensure “accountability, inclusivity and interactivity, while also allowing broader participation”.

AGMs are fundamental

Interestingly, the IA allocates a significant portion of its four-page guidance note to explaining why AGMs are so important. From holding the board accountable to providing a forum for shareholders to exercise their rights and ask questions, the AGM is unique and important.

Hybrid rather than virtual-only

When companies want to include a virtual element to their AGM, the IA supports a hybrid arrangement which allows participants to attend in person and online. The IA acknowledges, however, that this format will not be suitable for every company particularly given the costs involved in hosting a physical and virtual meeting alongside one another. 

Benefits of a hybrid AGM

• Physical shareholder meetings are particularly important for retail shareholders who typically have less opportunity to communicate directly with the board or other shareholders.
• Some retail shareholders may find it difficult to use the technology required to attend a meeting virtually and may also prefer to share their views face-to-face.
• Virtual-only formats may not allow shareholders to fully exercise their rights, “including their ability to ask questions in real time, observe board interactions and assess their reactions”.

The IA then goes on to give examples of difficulties which have arisen in the context of virtual-only meetings

• Shareholders being unable to be heard or seen by others in the meeting
• Shareholders not being able to participate at all in a meeting because of technology issues
• Shareholders being unable to see the board of directors during the meeting
• A lack of attendance or participation from the whole board throughout the meeting
• Shareholders being prevented from submitting questions during the meeting or being unable to see questions submitted by others during the meeting where the Q&A is hosted via a closed chat function
• Filtering of shareholder questions and lack of clarity regarding questions not answered during the meeting

Are virtual-only meetings ever acceptable?

IA members have a range of views on this. Some will only consider this format in exceptional circumstances (i.e. when there are restrictions on in-person meetings) and some will consider it on a case-by-case basis but the common view is that if companies want to hold a virtual-only meeting, they must explain why they want to do so and provide safeguards to protect shareholder rights in that format.

What safeguards can be put in place?

Helpfully the guidance provides a list of the safeguards it would generally expect companies to put in place for the virtual aspect of any meeting. This includes shareholders being able to be seen and heard by the board and other shareholders, and being able to ask additional questions where they feel that a grouped question hasn’t sufficiently answered their query. Companies should also set out in the explanatory notes to the notice of the meeting that they will ensure that these safeguards are in place before the virtual element of the meeting begins.

Shareholder approval for virtual-only elements of a meeting

Where companies ask for approval to amend their Articles or adopt new Articles to allow a virtual-only element of an AGM, they must explain if they are simply seeking flexibility to include a virtual element, if the virtual-only aspect would be introduced at the next AGM or if that aspect would be introduced at a later date.

The IA also expects companies to seek reapproval of the use of a virtual format at an AGM via an advisory vote by ordinary resolution every three years, beginning on the third anniversary of a virtual element first being used in meeting. 

What if our company approved virtual-only elements of a meeting several years ago?

For companies who changed their articles of association a while ago to allow for a virtual element of an AGM, shareholders expect them to reconfirm in their notice of meeting that they will follow the advisory vote process to reapprove the continued use of virtual elements of the AGM and current shareholder expectations on the conduct of the meeting. This will allow shareholders to withdraw their support where they feel that the conduct of the virtual meeting falls short of shareholder expectations.

IVIS approach

The IA’s Institutional Voting Information Service (IVIS) confirmed that they will not raise any concerns about companies trying to amend their articles of association to allow for virtual-only meetings where those companies confirm in the notice of meeting that the virtual aspects of the meeting will meet the expectations in the IA’s guidance. That said, IVIS will “red top” any companies which seek to make this amendment without providing the assurances in the IA’s guidance or who do not seek shareholder reapproval every three years as described above.

For further information about any of the points raised in this article, please contact Nick Graves (Partner, Corporate and M&A), AJ Venter (Partner, Corporate and M&A), Guy Francis (Director, Corporate and M&A) or Charlotte Hamilton (Senior Associate, Corporate and M&A).