From Boardroom to Browser: Preparing for the Future of AGMs

It has been a decade since Jimmy Choo held the first electronic annual general meeting (“AGM”) in 2016; however, hybrid and fully virtual shareholder meetings are yet to become normal practice in the UK. This is perhaps surprising given the rapid move to hybrid meetings during COVID. Indeed, recent AGM trends actually show that a number of FTSE 350 companies have returned to in-person meetings, with many noting limited engagement by shareholders in hybrid meetings as the justification for this.

Why have companies been slow to adopt virtual meetings?

There are a variety of reasons why companies have been reluctant to hold electronic meetings, including uncertainty as to whether a virtual meeting constitutes a valid meeting under the Companies Act 2006 (the “Act”) and scepticism amongst shareholder groups that transparency and accountability might be lost if meetings become virtual. 

To help clarify the position on virtual meetings, the government recently announced its intention to amend the Act to remove the assumption of a physical meeting being held. With regard to shareholder sentiment, it is anticipated that as familiarity with digital platforms and remote participation in meetings grows, shareholders will come to expect that public companies will also hold electronic meetings. 

GC100 guidance

On 8 December 2025, the GC100 published its Guidance for Virtual Meetings of Shareholders and encouraged companies to take advantage of developments in technology to maximise shareholder participation and engagement, and to ensure that shareholder meetings remain accessible, efficient and fit for the future.

The GC100 guidance seeks to assist companies to preserve shareholder engagement and board accountability in a fully digital format and sets out practical expectations for meeting conduct, shareholder Q&A and disclosure requirements.

What should companies be considering to enable them to hold hybrid or electronic meetings?

• Check the articles – companies should review their articles to confirm that there are no provisions that require shareholders to be physically present at an AGM at a single location or otherwise prohibit electronic participation. Since 2020 many companies have adopted provisions in their articles that expressly authorise hybrid meetings and address procedural matters for conducting such meetings.

• Consider updates to the articles if required - if the company’s articles do not permit or if it is unclear whether they do permit, electronic participation in meetings, shareholder approval will be required to adopt appropriate provisions. The GC100 guidance includes suggested wording for the explanatory statement to accompany the special resolution to adopt/amend articles permitting virtual meetings.

  Companies might consider including a time-limited authority (for example up to five years) in the amendments to give themselves time to invest in technology to deliver high-quality virtual meetings, before seeking further approval for an indefinite period, giving shareholders the opportunity to review and confirm that virtual meetings continue to meet their expectations for engagement and accountability.

• Consider the practicalities and contingency plans - to satisfy the legal requirements for electronic participation in meetings, shareholders must be able to participate as if they were attending in-person. Shareholders must be able to hear the proceedings, speak and be heard at the meeting and vote in real time. Appropriate technology will be needed to ensure that these requirements are met. If the meeting is to be hybrid, the Chair will need to manage both physical and remote participation seamlessly and there may be greater resourcing required on the day of the meeting as compared to a traditional in-person meeting. Companies are advised to conduct thorough technical rehearsals to ensure that the software works effectively and that the board is prepared to ensure the meeting runs seamlessly, as well as having back-up arrangements in case of technology failure. Contingency plans and technical support contact details should be set out in the notice of meeting.

Regardless of the format the company chooses for its 2026 meeting, it is advisable for the board to start preparing for future requirements. If your company needs to update its articles to permit hybrid or virtual AGMs, or if the board would like to discuss how to run the next AGM, please contact the Bird & Bird ECM team.