Case Study | How Marks & Spencer moved to digitally enabled AGMs

The way companies conduct their Annual General Meetings (AGMs) is evolving, with digital and hybrid formats now accounting for 75% of meetings held globally, according to Lumi Global research.

Marks & Spencer (M&S) has led the way in digital transformation, setting a new standard for digitally-enabled AGMs. Company Secretary Rob Lyons shared insights into this transition during a session at the Australian Investor Relations Association (AIRA) in March, explaining how a digital approach can enhance accessibility, engagement, and even governance, while also providing shareholders more flexibility in how they can participate. .

Below, we explore the step-by-step approach M&S took to implement a transparent and efficient digitally-enabled AGM.

Step 1. Establishing legal validity

The first step in preparing for a hybrid AGM was ensuring its legal validity. M&S carefully reviewed its articles of association to confirm that digital or hybrid meetings were allowed. A valid AGM requires a quorum, which is a minimum number of shareholders present, and M&S met this requirement thanks to shares held by board members and executives.

Additionally, M&S ensured that both institutional and retail shareholders could cast their votes digitally, removing concerns over legitimacy. With the legal framework in place, the company confidently proceeded with its hybrid AGM format.

Step 2. Gaining leadership buy-in

Having legal approval wasn’t enough. M&S needed buy-in from the chairman, board, and governance team. To gain their support, M&S demonstrated that a hybrid AGM could enhance transparency, increase shareholder engagement, and be efficiently executed.

By emphasizing wider shareholder participation, improving accessibility, and providing streamlined governance, M&S reassured leadership that transitioning to a digitally enabled AGM was the right move.

Step 3. Designing a shareholder-centric format

“There is nothing duller than filming a static set of people sat on a bench. It’s not very engaging... the Q&A section feels more alive!”
– Robert Lyons

A key concern when moving to digital formats is the perception that companies might be hiding from shareholder scrutiny. To address this, M&S took several steps to build trust and encourage participation, including:

• Allowing shareholders to submit live questions during the meeting.
• Using an independent moderator to ensure fair and unbiased Q&A sessions.
• Grouping questions by theme (e.g., governance, strategy, dividends) to ensure all topics were addressed within the available time.
• Thematic grouping of questions to ensure comprehensive and focused responses.
• A dedicated moderator to maintain balance and ensure that all concerns were addressed.
• Direct responses from board members and executives to reinforce accountability and ensure that key issues were addressed.
• Reliable Streaming Technology: Ensuring high-quality audio and video feeds for all remote attendees.
• Accessible Q&A System: A user-friendly system that allowed shareholders to submit questions and engage with discussions.
• Secure Voting Mechanisms: Reliable and secure systems to enable all shareholders to vote remotely.
• Ensure that your company’s articles allow for digital participation.
• Secure leadership buy-in early by highlighting the benefits of a hybrid AGM.
• Structure Q&A sessions to maximize shareholder engagement.
• Invest in high-quality broadcasting and voting technology.
• Prioritize transparency to build trust with investors.

By prioritizing shareholder interaction, M&S reinforced its commitment to transparency and fostered an open dialogue with its investors.

Step 4. Measuring shareholder engagement

“We have a metric [where we look at] how many people have never attended any AGM before. Those people, to me, are how shareholder democracy grows.”
– Robert Lyons

Tracking engagement metrics was crucial for assessing the success of the hybrid AGM. M&S compared participation rates, the number of questions asked, and voting activity between in-person and digital attendees to gauge effectiveness.

One of the key insights was the number of shareholders attending the AGM for the first time. This highlighted how digital accessibility could attract new voices and broaden shareholder democracy, further validating the decision to go hybrid.

Step 5. Handling shareholder questions effectively

Digital AGMs often attract a higher volume of questions, so structuring the Q&A process is essential. M&S implemented several measures to handle this effectively:

This approach ensured that shareholders felt heard and the meeting remained productive, fostering trust and transparency.

Step 6. Delivering a seamless hybrid experience

A smooth hybrid AGM requires top-notch technology to ensure that remote participants have an experience on par with those attending in person. M&S focused on the following key elements:

These investments ensured that all attendees, whether in person or online, had a seamless and professional experience.

Conclusion: overcoming the fear of change

M&S’s experience demonstrates that concerns around compliance and execution need not deter UK companies from adopting digital AGMs. With careful planning, companies can host valid, engaging, and transparent AGMs that encourage greater shareholder participation.

Speak to our experts to find out how you can transform your own digital AGMs with Lumi Global.