How do you organize an annual general meeting online

How do joint stock companies organize the annual general meeting during a pandemic? Some of our customers are showing off and inviting their shareholders to online meetings.

Shares or limited partnerships convene their shareholders once a year to make key decisions, elect the supervisory board, decide on restructurings or pay out dividends. Covid-19 and the pandemic-related restrictions will force companies, but also associations in 2022, as in 2020 and 2021, to find alternative formats for their general meetings or general meetings.

The legal basis

At the end of March 2020, the German Bundestag passed Covid-19 G, a law to mitigate the consequences of the COVID-19 pandemic in civil, insolvency and criminal procedure law. Article 2 § 1 defines measures in corporate, cooperative, association, foundation and residential property law to combat the effects of the COVID-19 pandemic. For the time being, meetings may be held as a virtual general meeting without the physical presence of shareholders until 31.08.2022. A number of conditions must be met:

• The entire meeting must be transmitted in video and sound
• Shareholders must be able to exercise their voting rights (or be able to grant a power of attorney to do so)
• Shareholders must be able to ask questions
• In certain cases, the opportunity to appeal against a resolution of the general meeting must be given
  
  

How is an annual general meeting held virtually?

First, all shareholders or members are invited to the general meeting in due time. Through a link in their invitation, participants can register with their personal identification number or appoint a representative.

Speeches and presentations are transmitted to shareholders via our virtual platform. If the vote is taken, a window opens in which the point to be voted on is explained. The voting options are displayed in the form of three clearly visible buttons: Approval | Rejection | Abstinence. Committees, boards of directors or bodies are elected using voting lists with checkboxes.
Voting is, of course, anonymous. To ensure that the election complies with the statutes, only logged-in and authenticated shareholders can vote once at a time. To ensure that voting and elections are secret and secure over the long term, GDPR-compliant data processing is a key feature. The AirLST servers are located in Germany, so sensitive data such as those collected at general meetings meets the highest data protection regulations.

pitfalls

Annual general meetings are complex processes that significantly shape the future of the company and must comply with strict legal requirements. The general meeting must therefore be prepared precisely and in accordance with the statutes. Where can there be tripping hazards?

• Weighting of votes
  In detailed fine-tuning, it must be clarified in advance whose vote is weighted and how. This is because, depending on the share volume, a shareholder's vote can be weighted differently.
• Set up options for inquiries
  In order for votes to be accepted in a legally secure manner, shareholders must be given the opportunity to ask questions. The easiest way to do this is via a live chat tool. However, questions can also be asked in advance.
• Ensuring documentation
  To ensure that the resolutions of the Annual General Meeting are audit-proof, documentation must make the process comprehensible.
• Rely on a reliable virtual platform
  General meetings have a high number of participants and during voting, these participants generate a lot of traffic on the servers. Their capacities must be geared to the planned general meeting and function fail-safely.
  

conclusion

Legislators have created the conditions for virtual general meetings and thus an easy way to bring shareholders together even during contact restrictions or lockdowns. Organizers of general meetings must rely on a professional and reliable system that guarantees legally and audit-proof processing in accordance with the GDPR. The conditions and requirements for physical meetings can also be implemented virtually using other means. Experience from the last two years also shows that virtual general meetings are organized more efficiently and the agenda items can be dealt with in a shorter period of time.