Attending AGMs from home

Shareholder attendance at RIL’s 2020 AGM is higher than the aggregate attendance of the remaining 99 of the top 100 companies. Detractors complain that RIL uses the AGM as a marketing platform for its products and services; the main business of a typical AGM is a side-show. Even if one were to agree with that contention, it doesn’t take away from the fact that companies can increase shareholder participation using the virtual platform.

Virtual AGMs can perhaps increase the relevance of AGMs. Over the past few years, AGMs have been possibly losing their relevance, which is reflected in less than 1 percent of shareholders attending AGMs. Attendance at State-owned enterprises has declined faster than the rest. The fading away of its romance rests in three issues: one, the resolutions have already been decided upon by shareholders prior to the AGM; two, the quality of questions being raised by retail shareholders have little to do with the business; and, three, the board’s dismissiveness given the quality of questions at AGMs and therefore perfunctory responses in several instances.

In 2020, attendance dropped much more on account of two added complexities — bunching up of AGMs (more  AGMs to attend is a single day), and the operational challenges of a virtual platform (having the required Internet bandwidth and/or being tech savvy enough). The cynical will add that as ‘chai and samosa’ was no longer on the table, many saw no point in making that effort.

Both retail shareholders and boards need to move beyond the irrelevant.  Extolling the virtues of the chairperson in poetry or raising concerns over the pagination of the annual report are non-issues, but these have been a standard affair in most AGMs.

Yet, this is changing to some measure with more informed shareholders participating through the virtual platform.  In its 2020 AGM, a shareholder asked the board of Tata Consultancy Services Limited (TCS) how it addressed the issue of data security in an environment where employees were required to work from home. TCS’ Chairperson responded by expounding on their use of bots and other technology to monitor employees’ computers and emails for data security.

A retail shareholder pushed for better gender diversity at Bharat Petroleum Corporation Limited’s (BPCL) 2020 AGM, and while another asked questions around depletion in the size of the board. While both these are relevant issues from an ESG perspective, the BPCL’s board did not give them their due: the board did not address the issue of gender diversity, and responded that the board size was not as relevant as much as its quality, at a time when the BPCL’s board composition was in violation of regulatory requirements (and continues to remain so).

Although TCS’ Chairperson replied to every single shareholder’s question, the BPCL board’s response reflects the malaise of AGMs in India — in the habit of having listened to a series of pointless questions, the important ones get disregarded.

Boards, however, are misguided if they believe AGMs are attended only by retail investors. The foreign institutional investors (FIIs) attend AGMs, to get a sense of the board and the management. The FIIs have accepted stewardship responsibilities well before this became a conversation in India. While the FIIs have tried to engage with companies in India, their access has been limited to the investor relations team. This is unlike their experience in several other markets (including other Asian markets), where they are able to access not only the CEO, but also independent directors (audit committee members) with ease. The domestic institutional investors (DIIs), on the other hand, tend to have better access to leadership within corporate India.

To ask questions of the board is a fundamental right of shareholders, and voting by electronic means or postal ballot is not a substitute. The Bombay High Court in a May 2014 judgment on the scheme of amalgamation of Wadala Commodities Limited with Godrej Industries Limited talked about e-voting, in terms of its directionality, as “finding some golden mean between the need for greater inclusiveness while yet retaining invaluable shareholders’ rights. I do not think it is possible to see these two as implacable enemies, forever antipodal. Discourse, even energetic discourse, is not just permissible; it is desirable. It is a fundamental adjunct of corporate democracy.”

To this extent, allowing shareholders to participate using virtual platforms is a necessity.

The Ministry of Corporate Affairs’ shift to a completely virtual AGM in 2020 has been successful. But the regulation allows for holding of virtual AGMs only till December 31, following which it will likely fall back to the provisions of the Companies Act 2013. While the Companies Act 2013 does not explicitly prohibit virtual participation by shareholders (Infosys has been allowing shareholders to participate from different locations for a few years now) it does not encourage it either.

The ministry must make virtual AGMs a permanent part of the AGM process. As has been demonstrated by the success in several regional markets, making hybrid shareholder meeting mandatory is likely to have greater success. This will widen the scope of participation as much as it will, over time, improve the quality of the discourse.

Hetal Dalal works with Institutional Investor Advisory Services India Limited (IiAS). Twitter: @hetal_dalal. Views are personal.