Month: July 2025

The Future of AGM Shareholder Meetings

The Future of AGM Shareholder Meetings

The Future of AGM Shareholder Meetings

boardroomsuperadmin

Table of Content

  1. Understanding Hybrid AGM Shareholder Meetings
  2. Who can attend an AGM meeting in Malaysia?
  3. Navigating Compliance and Regulatory Expectations
  4. Strategic Advantages of Hybrid AGMs for Listed Companies
  5. Why Work with BoardRoom for Your Hybrid AGM?
  6. Preparing for the Future of Shareholder Meetings

As Malaysia moves towards a more digitised, transparent corporate governance model, the AGM shareholder meeting is undergoing a significant transformation. Recent regulatory changes now permit listed companies to follow a hybrid meeting format, combining physical and virtual participation.

This shift aligns with broader trends in shareholder engagement, allowing companies to enhance accessibility while meeting their compliance obligations. From 1 March 2025, all publicly listed companies (PLCs) will be required to conduct their general meetings in either a physical or hybrid format, as mandated by the Securities Commission Malaysia.

As the corporate landscape evolves, company directors are weighing key considerations such as transparency, compliance, shareholder engagement, risk management, and, increasingly, reputation. Hybrid formats offer strategic opportunities to address all of the above while reinforcing best practices in governance.

Understanding Hybrid AGM Shareholder Meetings

The AGM shareholder meeting is a legally mandated annual event where shareholders review financial performance, elect directors, approve dividends and make other major corporate decisions. It plays a central role in upholding corporate accountability.

In Malaysia, there are several types of shareholders’ meetings.

These include:

  • Annual General Meeting of Shareholders (AGM) – a statutory annual shareholder meeting for listed companies.
  • Extraordinary General Meeting (EGM) – called to address urgent or special matters.
  • Class Meetings – held for shareholders of a specific class of shares, typically to vote on issues that affect their rights.

What is changing now is the format in which these meetings can be conducted. The hybrid meeting model allows participants to attend either in person or online. According to Richard Lee, Director of Client Management at BoardRoom Malaysia, hybrid meetings have risen significantly.

Listed companies increasingly favour hybrid meetings, aiming to improve flexibility, reduce venue costs, and expand shareholder access.

Who can attend an AGM meeting in Malaysia?

All registered shareholders of a company are entitled to attend its AGM shareholder meeting. They may participate in person, via proxy, or through virtual platforms for meetings conducted in hybrid formats. This ensures inclusive access, allowing both local and international shareholders to engage in key corporate decisions regardless of location.

The Malaysian regulatory environment has been quick to adapt. Under the Companies Act 2016, all public companies must hold AGMs within six months of their financial year-end. Bursa Malaysia also imposes listing rules around disclosure, shareholder voting, and proper conduct of meetings.

Hybrid meetings help ensure:

  • Transparency: All shareholders can attend, regardless of location.
  • Accountability: Online voting and documentation mirror in-person processes.
  • Shareholder rights: Electronic registration, e-proxy, and remote voting maintain equal participation.

As Richard notes, while the AGM meeting procedure for hybrid formats largely mirrors that of physical ones, additional team members may be required to manage the online experience, including Q&A handling, live streaming and e-voting logistics.

BoardRoom, as a leading share registrar in Malaysia, handles these processes end-to-end, ensuring companies maintain full compliance and a seamless user experience.

AGM meeting scheduling and documentation validation also require particular attention in hybrid formats, especially to meet submission deadlines and ensure that proxies and remote attendees are properly authenticated.

Strategic Advantages of Hybrid AGMs for Listed Companies

Beyond compliance, hybrid AGMs offer numerous strategic benefits for listed companies:

Greater Shareholder Participation

Hybrid formats allow shareholders, especially international or institutional investors, to join remotely, increasing turnout and inclusivity. As Richard says, companies are responding to shareholder requests for remote options: ‘They asked why not hybrid – it’s easier for them to join anytime, anywhere.’

Strengthened Governance, Decision-making and Trust

Hybrid meetings enhance corporate governance by enabling secure, real-time participation and transparent communication, whether shareholders attend in person or remotely. Features like integrated e-polling ensure every vote counts, while live Q&A and accessible documentation support more informed, inclusive decision-making. Together, these elements build lasting shareholder trust and demonstrate a company’s commitment to modern, accountable governance.

Cost Efficiency, Resource Planning and Sustainability

Many companies overinvest in large venues, expecting high turnout, only to have limited attendance. Hybrid meetings provide more predictable headcounts and reduce venue and travel costs. By offering remote participation, companies can minimise venue and travel expenses while maintaining full shareholder access, helping to improve cost predictability and support sustainability by minimising the environmental footprint of large-scale events.

Reputation Protection

A seamless, well-executed hybrid AGM demonstrates operational professionalism and protects the company’s public image, especially in high-stakes shareholder engagements. BoardRoom builds redundancy into its systems – including dual live-streaming servers and pre-event load testing – to guard against technical failures. Contingency planning is essential to any hybrid AGM strategy. Not only does this guard against the risk of technical failures, but it also protects the company from the reputational damage that may result from a disrupted AGM.

Why Work with BoardRoom for Your Hybrid AGM

Why Work with BoardRoom for Your Hybrid AGM?

As one of Malaysia’s most experienced share registry and AGM meeting services provider, BoardRoom has facilitated thousands of annual general meetings for listed companies. Boardroom offers end-to-end solutions, personalisation and after event support.

What sets BoardRoom apart?

Proprietary Technology

Integrated platforms like the BoardRoom Smart Investor Portal (BSIP) offer secure registration, e-proxy submission and document publishing, all in one.

Scalable Support

With the capacity to manage physical meetings of thousands of participants and concurrent virtual sessions up to 10,000 securely, BoardRoom delivers consistent quality across formats.

Flexibility

BoardRoom supports companies even when it is not the appointed share registrar, offering technology personnel and expertise to help run the meetings.

Trust and Track Record

As Richard says, ‘It’s about trust. The client knows we’ve run every kind of meeting – physical, virtual, and hybrid. Even complex ones across multiple venues.”

BoardRoom is the AGM partner of choice for companies listed on Bursa Malaysia – a testament to our proven track record, depth of experience, and unwavering commitment to precision, compliance, and service excellence.

Preparing for the Future of Shareholder Meetings

The move to hybrid AGM shareholder meetings is more than a regulatory shift. It allows listed companies to elevate governance, engage more shareholders, and future-proof their operations.

By embracing hybrid formats, companies can align with regulatory best practices while unlocking strategic benefits like improved participation, reduced risk, operational efficiency and enhanced corporate reputation. However, doing so requires a partner with the experience, systems and local expertise to execute flawlessly.

To learn more about how BoardRoom can support your next hybrid AGM, visit: BoardRoom Share Registry Services

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The Role Of A Company Constitution In Corporate Governance

The Role Of A Company Constitution In Corporate Governance

The Role Of A Company Constitution In Corporate Governance

boardroomsuperadmin

A company constitution is a foundational document that outlines the governance structure of a business. It serves as a legally binding agreement between the company and its internal members, defining shareholder rights, the appointment and powers of directors, meeting procedures (such as AGMs and EGMs) and rules on amending the constitution. A company constitution ensures that the company operates according to the shareholders’ intentions, enhancing governance practices and providing flexibility in decision-making and control.

While Malaysia’s New Companies Act 2016 allows new companies to rely on the Act for governance, a tailored constitution remains valuable and critical in some cases. A company constitution provides clearer control over internal operations, helping companies address unique needs beyond standard laws. Existing companies with constitutions – formerly called the Memorandum and Articles of Association – should keep them updated to ensure ongoing compliance.

In this article, we explain exactly what the constitution of a company is in corporate governance and highlight how BoardRoom can assist in maintaining an up-to-date constitution.

The Importance Of A Company Constitution In Corporate Governance

So, what is a company constitution? A company constitution is a crucial legal framework that governs the relationships between the company, its directors and its stakeholders. It aligns with corporate governance principles by establishing clear fiduciary duties for directors, ensuring they act in the best interests of the company and its shareholders.

Tan Ai Ning, Director, Corporate Secretarial at BoardRoom Malaysia says, “The company’s constitution is like a contract regulating how the stakeholders want the company to be governed.”

By outlining the rights and obligations of all parties, the constitution promotes transparency and accountability.

In addition, the constitution protects shareholder rights, allowing for customised governance rules that go beyond statutory requirements. Generally, provisions in a Constitution should not provide more stringent requirements than legal requirements (if there are already specific requirements in Companies Act 1965 unless provided therein).

This flexibility empowers shareholders and mitigates risks by clarifying decision-making processes.

A company constitution also plays a vital role in managing relationships among stakeholders. It regulates critical decisions regarding shareholder voting rights, board composition and governance policies, providing peace of mind to directors and shareholders alike.

Ai Ning says, “These internal regulations are good to have so that they govern the management of the company. These regulations facilitate smoother interactions with authorities and aid in licensing matters.”

Why Is A Regular Review Of The Company Constitution Necessary?

With the business landscape continually evolving, regular reviews of a company’s constitution are necessary to ensure it remains compliant with changing laws. As regulations change, companies must adapt their governing documents to reflect these shifts and maintain legal compliance.

Ai Ning highlights the recent amendments to the Companies Act that mandate the disclosure of beneficial ownership. She explains that, while this requirement is government-mandated, including a declaration clause within a company’s constitution provides an additional governance framework. This clause establishes a clear set of rules for directors and future owners, such as during mergers or acquisitions, to ensure consistent compliance. By embedding these guidelines into the constitution, companies strengthen their governance practices and demonstrate a proactive approach to regulatory compliance requirements.

In addition to legal compliance, businesses often face changes in their operating environment that necessitate a review of their constitution. These may include adopting new electronic signatures practices for passing resolutions, which contrasts with the traditional ink signatures practices specified in older constitutions.

“We need to keep up-to-date and relevant in light of the new business environment,” Ai Ning adds.

The question remains: does a company constitution need to be signed? This is one area where specific requirements can vary by jurisdiction, so it’s important to consult a corporate secretary familiar with local laws, such as BoardRoom, to ensure compliance.

Changes that may require an update to a company’s constitution may also arise from expansions into new markets, shifts in ownership structures or alterations in corporate strategy.

Furthermore, regular reviews can prevent potential conflicts among stakeholders by clarifying roles, responsibilities and procedures. For instance, as companies grow, their governance needs may evolve, requiring updates to provisions concerning board composition, decision-making processes or shareholder rights.

By proactively reviewing and updating the constitution, companies can mitigate risks and ensure that their governance framework remains effective and aligned with best practices.

Review Of Company Constitution

Consequences Of An Outdated Company Constitution

An outdated company constitution can lead to significant legal and compliance risks, conflicts and disputes among stakeholders. One critical area where ambiguity can arise is in the context of donations. Ai Ning explains that while charitable donations may appear straightforward, the complexities increase when it comes to political donations. Without a clear constitutional framework outlining the nature of permissible donations, companies may inadvertently find themselves in legal dilemmas.

Such situations can tarnish a company’s reputation and lead to potential legal repercussions, emphasising the need for clear guidelines within the constitution.

Additionally, a lack of clarity regarding shareholding thresholds can cause friction among shareholders. In a private limited company, maintaining a clear governance structure is crucial, as there’s a minimum number of members required for decision-making. For example, if a shareholder owning 5% of the company wishes to nominate a board member, but the constitution is outdated or unclear regarding the threshold for nominations, conflicts can arise.

“If the constitution sets a minimum threshold for shareholding, then you qualify to nominate a board member,” Ai Ning adds.

Failure to address these nuances can result in shareholder disputes, undermining trust and harmony within the company.

Moreover, companies may face compliance risks if their constitutions do not align with the latest legal requirements. Take the introduction of regulations around beneficial ownership, which necessitates that companies explicitly state disclosure obligations within their constitutions. Without these provisions, companies could find themselves non-compliant, which may lead to fines or legal actions.

Consequences Of An Outdated Company Constitution

Best Practices For Reviewing And Updating A Company Constitution

Regular reviews of a company constitution are essential for ensuring compliance with evolving laws and business practices. While there is no specific guidance on how often to conduct these reviews, staying up-to-date on legal changes and integrating any necessary adjustments in business practices is important.

Engaging stakeholders during the review process is vital to represent their interests effectively. Including directors, shareholders and key management personnel ensures that diverse perspectives are considered, contributing to a more robust constitution.

Ai Ning says, “We work together with stakeholders and if they have a legal counsel or lawyers, we review whatever joint venture (JV) agreements or shareholder agreements that they may have regulating their relationships as business partners. For amendments to Constitution to align with any JV or Shareholders Agreement, it is pertinent for a company secretary to review, as well as to state which will supersede in the event of any discrepancies between both.”

Furthermore, aligning the company constitution with current corporate governance codes is important for maintaining relevance and compliance. Regular checks against these codes help identify potential gaps or outdated provisions.

Seeking professional guidance during the review or update process is also a best practice. Engaging experts, such as a professional company secretary firm like BoardRoom, can provide invaluable insights. “It’s very important to have a good company secretary to help clients stay abreast with developments in law changes that are pertinent to their businesses,” Ai Ning adds.

By working with corporate services firms like BoardRoom, companies can ensure their constitutions remain effective tools for governance and risk management, ultimately fostering a healthier corporate environment.

Ensuring Sound Corporate Governance Through A Robust Company Constitution

A well-structured company constitution is essential for effective corporate governance, acting as a foundational document that guides the relationships among shareholders, directors and the company itself. Regular reviews and updates are crucial to ensure alignment with evolving laws and business practices.

BoardRoom’s company secretarial services play a pivotal role in this process, leveraging regional expertise to navigate local regulations effectively. By prioritising client interests and providing timely updates and comprehensive advice, BoardRoom helps organisations maintain a strong governance framework, ensuring they operate with both clarity and in full compliance.

Contact BoardRoom today to learn how our comprehensive corporate secretarial services can strengthen your governance framework.

Contact BoardRoom for more information:

Tan Ai Ning

Corporate Secretarial Services Director, BoardRoom Malaysia

E: [email protected]

T: +60 3 7890 4800

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