27 stycznia 2023 Wilma Rix Corporate Governance - Diversity and Inclusion - Employment and Incentives - ESG - Risk and governance - Risk and Compliance

AGMs Update 2023

A guide for UK-listed companies

Our latest AGM Update summarises and comments on key developments relevant to meeting business and logistics in 2023. The main points for UK-listed companies to consider are set out below. For more discussion and analysis, see the full guide.

AGM business – headline summary

  • Updates to the Pre-Emption Group’s guidance for non-pre-emptive issues mean that, this year, companies can seek more flexibility in their share capital resolutions. 
  • When it comes to director elections, companies should note that investor support for individuals may be influenced by the approach to climate and other governance issues. In addition, investor guidance continues to ask companies to consider the overall composition and diversity of the board. 
  • In 2022, more “Say on Climate” resolutions were passed than in 2021, although with lower average levels of approval. All companies should focus on effective transition planning as new guidance emerges, regardless of whether these plans are put to an AGM vote. 
  • No changes to public company articles of association are required this year, but updates to UK subsidiary company articles may be helpful.

Running the meeting – key points 

  • The end of Covid restrictions means that companies can choose whether to hold a purely physical AGM or also offer some form of electronic engagement. Last year, most companies went back to holding a physical meeting, rather than providing fully hybrid facilities. 
  • The return to in-person AGMs in 2022 also brought with it heightened activism and physical protests at the meetings of some energy companies and banks. Companies should consider the risk of disruption in 2023 and whether to update any of their practical arrangements accordingly.
  • New FRC guidance encourages effective engagement. The FRC is also reviewing company responses where there are significant dissent votes (20%+) against AGM resolutions. 
  • Companies should factor in the risk of strikes when working out AGM timings, especially for sending out hard copy notices and receiving paper voting forms.