By Jennifer Warren, CEO, Issuer Services, North America at Computershare
It was raining when I arrived at our midtown NYC office on that day in early February that changed everything for North American companies and their shareholders. That morning, the Covid-19 virus jumped from a jurisdictionally regional concern to one of the most urgent international issues facing corporate America in living memory.
Naturally, our first priority was to protect and support our Computershare team, located in offices across Canada and the U.S.. Computershare’s pandemic plans, which had then been under review for several weeks, were swiftly activated and our teams began the pivot to, among other things, work from home arrangements. At the same time, we turned our minds to the pressing needs of our clients across North America: it was the beginning of AGM season and it was clear that this would be a season like no other. We needed to be in a position to advise and support our clients in this highly volatile environment. For many, pre-pandemic plans would have to be scratched entirely and quickly replaced by a meeting that would satisfy regulatory obligations, shareholder, board of directors and senior management expectations.
We knew that the task ahead of us was large: how to take our pre-existing virtual AGM service offering in North America and rapidly scale it to meet the needs not of dozens of corporate clients but rather hundreds. We also knew that we would need to set out a compelling case for those companies that had so far been reticent about online AGMs: putting forward a clear picture of how they work and how they can help with shareholder engagement and corporate governance. This was particularly true of companies that span multiple jurisdictions.
We hoped that regulators in North America would respond sympathetically and swiftly to the disruption caused to North American company AGMs. We were not disappointed; by the middle of March, the Securities and Exchange Commission published guidance that provided issuers with the necessary flexibility to hold online meetings in 2020. Online shareholder meetings could and should go ahead.
As the health crisis took hold in the U.S. and Canada, I asked for help from our Computershare team – and they answered my call. We created a specialist North American task force to reach out to clients and support their internal conversations with corporate governance teams about how an online AGM could work. Legal counsel, investor relations, shareholder relations teams were all at the table. They needed to be able to reassure board members, senior directors and of course shareholders themselves regarding the practicalities and benefits. We also wanted to ensure close collaboration with Computershare colleagues in other jurisdictions, so further strengthened the lines of communication and collaboration among a 100-strong global team focused on online AGMs.
Computershare prides itself on its ‘Being Purple’ ways of working. Purple is our brand color, and our staff around the world prides itself on collaboration, striving for excellence, supporting others and constantly looking for ways to solve customers’ problems creatively. As part of this, our client relationship team stepped up their support for the task force and our marketing folks helped maintain momentum, creating materials that would help our clients adapt to these circumstances. This was particularly important during the initial stages, as we discovered a great deal of misunderstanding in the market about virtual AGMs and in particular, the technology used to hold them. A significant element of our program has been explaining the functionality of our systems to other industry participants – perhaps unsurprisingly, for some issuers the novelty was in “feature and function”. For others, the broader topic of online engagement was entirely new.
To help, we held four pre-season educational webinars that were attended by a total of 1,000 clients, many of whom were naturally nervous about online AGMs. We spent hundreds of hours answering questions about our platform and how the meeting day would pan out. Some clients have shareholders with an average age of 80 and so were apprehensive about how this demographic would react to the technology. Others just wanted to get their heads around straightforward logistical questions, such as how participation works, particularly for those who also wanted to ask questions or needed to address the meeting.
Beyond explaining the dynamics, some companies also had specific requirements for their meetings. Like weddings or other largescale choreographed events, there are unifying themes among AGMS but each meeting itself is unique. For instance, one client needed the platform to function in Spanish and English simultaneously, while another wanted three rehearsals before the meeting day to ensure everyone involved in organizing was fully confident in their roles on the day itself. Another client (in something of a land speed record) had just a week to organize and execute its meeting. Our team worked tirelessly to be available to clients on these topics and innumerable others.
Internal coordination was paramount: we had daily task force meetings to review everything from service delivery metrics to client feedback. In a rapidly evolving marketplace, teamwork was critical to ensure that we were using every tool at our disposal (logistical, technological and experiential) to facilitate a successful AGM for each one of our clients.
As the U.S. AGM season draws to a close, we are on track to have helped organize around 1,000 online meetings for clients around the world. We are incredibly proud of the work we’ve undertaken – and equally impressed by everything our clients have achieved. It was no small task to reorganize so substantially given the significant organizational pressures created by the pandemic. Both issuers and transfer agents had good reason to be nervous about the scale of the changes that we needed to deliver in a very short time frame but, together, we have succeeded.
It’s still not clear whether the wholescale move to online AGMs will be permanent. As well as further regulatory reform, this would require a more permanent change in the approach of many companies themselves. Nevertheless, whatever happens over the next few years, the industry has proven it is capable of adapting, and Computershare is ready to continue to support our clients whatever direction of travel emerges.