Virtual AGMs and How Innovation Works

The Financial Times ran an article today headlined “What’s an AGM without a chat with directors over a prawn sandwich?”. It covered the lack of attractiveness of AGMs now that there are only virtual electronic ones, if any at all, that shareholders can attend. I added this comment to the article on their web site:

“It is most disappointing that many companies are failing to hold virtual AGMs while the epidemic is around. AGMs are a valuable opportunity to ask questions of directors, both formally and informally. But as most have been held in London that means physical attendance for many was not practical. The best solution is a hybrid AGM where people can attend in person or electronically.

The smaller the company, the more valuable the AGM becomes. If they don’t want to hold formal AGMs electronically they could at least provide a seminar for shareholders to attend. But the FCA should draw up some firm rules that stop companies avoiding doing anything.

I am one of those people who regularly attends AGMs and I find them essential to learn more about companies and their management”.

There were a number of other good comments posted, but it is most unfortunate that the FT’s article writer talked about the free lunches and other goodies. Personally I could not care less about the lunches and frequently avoid them. The offered buffets I have found to be a good source of an upset tummy.

Anyway it was good to see today that Polar Capital Technology (PCT) are going to hold a virtual AGM on the 2ndof September. This will not just provide on-line access to the meeting but also support on-line voting using the Lumi Global web site or App (see  https://www.lumiglobal.com/ ). They also support hybrid AGMs which may be useful when the epidemic is over. I am a firm supporter of hybrid AGMs when normality returns as not many people can spare the time to attend meetings in person, particularly if they live remotely from the venue. But physical attendance is still the best if you want to chat informally to the directors, or fellow shareholders, so I would not want to see conventional AGMs abandoned in place of solely virtual meetings.

Polar Capital Technology are of course one of the big investors in innovative technology companies. I am just finishing reading a recently published book by Matt Ridley entitled “How Innovation Works”. I can certainly recommend it for summer holiday reading.

He dispels the myth of the lone inventor or genius creating leap forwards in products by covering many of the histories of past inventions such as the steam engine, the light bulb, the computer, the airplane and the adoption of farming – in other words a very wide period of history. The research that has gone into this book must have been very extensive indeed as so many examples are covered.

What conclusions are drawn? That innovation is typically a collaborative process of many minds and it is frequently difficult to pin down the first inventor. They often all learn from each other. He also looks at what environments encourage innovation and what discourage them. A wealthy and free society helps, while Government direction and monopolies are disadvantages. Few innovations come directly from scientific research financed by Governments or others.

The author emphasizes that innovation is often a gradual process with no great leaps forward in reality – it often just appears so in hindsight. For those investing in technology companies it’s well worth reading to understand why some companies are successful and others not. It certainly matches my experience of working in the software industry.

Now it’s the height of summer, and our windows are open, the flies are swarming into our houses. I recently purchased a great product which I consider a major step forward in fly killing. It’s a typical innovation in other words. It’s like a tennis racket but has wires connected to a battery in the handle that enable you to swat the flies and they instantly get fried when they touch the wires. No more swatting flies with newspapers and leaving squashed flies. Who invented this product? I have not been able to find out. But it is clearly a development of large mains powered fly killers that one saw on the walls of shops in the past. A photograph is below.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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Learning Technologies and Ten Entertainment AGMs

I “attended” the on-line Annual General Meeting of Learning Technologies Group (LTG) today. This was run using the GoToWebinar software. There did not appear to be many people on the call as only one shareholder asked a question. Perhaps this was because you had to register for the event in advance using your Investor Code – which only those on the register would have, not those in nominee accounts. This is deeply unsatisfactory.

The meeting was initially chaired by Andrew Brode who spoke some platitudes before handing over to the CFO Neil Elton. Brode’s comments were the same as published in an RNS announcement this morning I believe but he did thank shareholders for their support of the recent share placing.

Mr Elton reviewed the financial results from last year and said that the company had achieved compound annual growth of 61% per annum since listing. Net debt at the end of May was £4.5 million, and there was strong operating cash flow. The return on capital employed increased to 16.4% last year. But the final dividend payment had been delayed.

CEO Jonathan Satchell then covered the progress on corporate governance. He mentioned the “measures taken to shore up the balance sheet” which is what I suggested the placing was really for in a previous blog post. He suggested that was because the economic crisis could get much worse later this year.

On governance he said they go further than the AIM regulation requirements. All directors are up for re-election and there is a vote on remuneration. [Comment: these are certainly good points]. He also discussed diversity in the workforce and new initiatives in this area will be announced.

The company has increased the number of products sold per client. They have only 10-11% exposure to Covid affected sectors. They are currently bidding for a “gargantuan” contract for the Royal Navy. They expect a result before the year end.

He then discussed the recent LMS acquisition – they have great hopes for the future of this business which they hope to make a market leader by adding other similar acquisitions.

He discussed the recent share placing. The reason for it was that they did not feel they could use surplus funds for acquisitions as there may be a liquidity crisis later this year.  He expected the core business to return to growth next year.

Questions were then invited but as none had been received at this point, we went to the formal business with votes on a poll. The poll counts were then read out, as all proxy votes has previously been received. All resolutions were passed but I noted that two directors received relatively low votes in favour. That include Andrew Brode with only 90.8% FOR.

Questions were then invited and one shareholder suggested that private shareholders could be included in placings by using such organisations as Primary Bid. Andrew Brode responded that the way it was done was based on advice from their joint brokers. Shareholders could buy shares in the market afterwards at a tiny premium, he suggested.

[Comment: Primary Bid is one solution but it is far from ideal with shareholders being given minimal time to take up any offer and possibly being downsized as well. It is also only fortuitous that the shares could be picked up for near the placing price in the market later. There did not appear to be any real urgency to get the placing done so an open offer alongside should have been done. Regrettably there are too many such placings of late].

This “virtual” AGM worked reasonably well, but you could not see who else was attending and there was no real interaction with shareholders present. Also Andrew Brode’s speech was difficult to hear at times. This was not a good alternative to a physical AGM.

Note: the above report may be inaccurate because it’s even more difficult to make notes of a virtual meeting than it is in a physical one. Sometimes it was not even clear which director was speaking for example.

Another recent AGM of an AIM company was that of bowling alley operator Ten Entertainment (TEG) for which I hold all of 50 shares. I sold almost all my holding before they had to close all their venues. This was another company that did a placing recently but it is hardly surprising in this case that it was required to keep the business afloat until they can get back into operation.

I don’t think this company even offered virtual attendance at their AGM so only the poll results were subsequently announced. They collected over 20% of votes against both the Remuneration Policy and Remuneration Report and two directors including the Chairman also collected substantial votes Against. The company is to review its remuneration policy which I certainly did not like when I looked at it.

Virtual and Hybrid AGMs, and a solution

I have been discussing with other ShareSoc members how virtual and hybrid AGMs should operate – indeed how AGMs should generally function in future as it is quite possible that virtual or hybrid options may become the norm even after the epidemic has passed. For instance companies such as TEG are changing their articles to permit them in the long term even after the temporary authorisation to permit them has lapsed.

But it is clear that there are good and bad practices while attendance at a physical AGM is still clearly advantageous so it would be a shame if that is excluded in future. For example it gives you the opportunity to have informal discussions with directors before and after the meeting as well as with other shareholders which you can never do at virtual AGMs. It also gives some of us the rare opportunity to get out of our home offices – we are all suffering from cabin fever at present!

One somewhat archaic practice that is likely to disappear is the “show of hands” vote. This was always useful and appreciated by shareholders because it firstly allowed AGMs to be concluded rapidly if there was no significant opposition to resolutions, and secondly it allowed you to easily see the overall opinion of shareholders at the meeting. If there was any doubt of shareholders views, a poll can be called by the Chairman, or by shareholders. A poll often means that the vote outcome is not declared until much later – too late to ask about any opposition. If that tactic is used I always ask the question in the meeting of “were there any significant proxy votes against any of the resolutions” as the proxy votes are known well before the meeting.

But with hybrid meetings (those where a physical meeting is combined with a virtual one), I can see a number of practical difficulties with allowing a show of hands vote (and checking who is voting), so I think that will go the way of the dinosaurs.

I suggest also that presentations to shareholders, and discussion thereon, should preferably be separated out into a previous virtual event – sometime after the Annual report is issued and Notice of the AGM has been issued but before the proxy vote deadline. This would enable shareholders (and others as such as non-shareholders and nominee holders) to become informed before they vote. The formal AGM with voting on a poll could then be held later (as a hybrid meeting).

Does this idea make any sense to readers?

But it is clear that it would help to standardise the actual process for virtual meetings and the software that might be used for them – or at least to those that can support the facilities that are needed.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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