As the 2025 AGM season approaches, organizations should ensure the chair of the meeting is well-prepared on how to conduct a fair and orderly meeting.

Role of the chair

An effective chair is crucial to a successful shareholders’ meeting. Pursuant to case law, the chair is responsible for the maintenance of order at the meeting and the enforcement of correct procedure (including rules of conduct). This includes conducting the business as set out in the meeting agenda, dealing with points of process, addressing questions and managing disruptions.

While the chair is afforded significant control over the meeting, that control should be exercised fairly and judiciously – the chair has the responsibility to strike a balance between enabling appropriate shareholder engagement and conducting a structured, productive and timely meeting.

Rules of conduct

Here are some key procedural topics for the chair to consider in managing the AGM:

• Questions and comments – asking that shareholders confine questions and comments to the item on the agenda under consideration at that time and setting parameters around questions, such as that shareholders ask one question at a time and address only one topic per question.

• Chair discretion – grouping and addressing multiple questions related to the same topic or theme at the same time and deciding the amount of time devoted to any one question.

• Question & answer period – directing shareholders to ask questions relevant to matters of concern generally during a Q&A period following the formal business of the meeting.

• Adjournment – adjourning, recessing or expediting the meeting in the event of a significant disruption of the meeting.

A key to a successful AGM is to establish formal “Rules of Conduct” that shareholders and other meeting participants know to follow. The Rules of Conduct should codify the rules of procedure (such as the rules referred to above) and the role of the chair in enforcing the rules, and should generally be made available to shareholders sufficiently in advance of the meeting (e.g., at the same time as the meeting materials).

Virtual meetings

Virtual and hybrid AGMs have become the norm. While the responsibility and duty of the chair is the same in the context of virtual and hybrid AGMs, virtual meetings bring unique challenges. Accordingly, the chair should be familiar with the digital platform being used for the AGM, including managing online questions, transitioning between online and in-person engagement and dealing with technical malfunctions.

In addition, guidance from Canadian securities regulators recommend that organizations provide clear and comprehensive information on the procedures for how shareholder participation (e.g., asking questions) will be accommodated and managed at a virtual meeting. As a matter of good practice, organizations should include this information in the Rules of Conduct, as applicable.

Please contact our team if you have any questions regarding chairing your upcoming AGM.