Checklist: What to consider when planning an AGM
Key Facts
- Prepare annual report and, if necessary (no opting out), audit report as soon as possible.
- Create the conditions for the use of electronic means if the AGM is to be held online.
- Plan the AGM early and hold it no later than 6 months after the end of the financial year (usually by 30 June, convened by the board of directors).
- Organize electronic means to conduct online AGMs or room, access control and vote counter at physical AGMs.
- Drafting the agenda
- In the case of planned changes to the articles of association (capital increase, change of domicile, etc.), drafts and the the notary public must be organised.
- Appointment of proxies and preparation of powers of attorney and instructions. This also applies without restriction to general meetings conducted electronically.
- The invitation to the AGM including agenda items and motions (with attachments, if applicable) must be received by the shareholders at least 20 days before the date of the AGM.
- Receipt of voting instructions
- Drafting and sending minutes of meeting.
- For all the above tasks (excluding business and audit reporting), Konsento software offers simple and guided processes and templates that achieve significant time and cost savings and facilitate regulatory compliance.
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1. Prepare the annual report and, if necessary, the audit report
After the close of the financial year, the annual financial statements, annual report and, if applicable, the consolidated financial statements must be prepared. These must be audited by the auditors, unless the stock corporation has made use of the option to waive the auditors (so-called opting-out). The corresponding audit report must also be obtained in this case.
The board of directors should study the annual report carefully and anticipate possible questions from shareholders and prepare answers to them.
2. Creating the conditions for the use of electronic means
If the company wishes to hold its general meeting at a venue with simultaneous online participation or as a purely virtual general meeting, the law requires the board of directors to regulate the use of electronic means. Ideally, this should be done by means of formal regulations issued by the board of directors.
With this regulation, the Board of Directors must ensure that
- the identity of the participants has been established;
- the votes in the General Assembly are transmitted directly;
- every participant can make motions and take part in the discussion;
- the result of the vote cannot be distorted.
Purely virtual general meetings without a physical meeting place also require a corresponding statutory basis, which must be created in a separate general meeting.
3. Resolution of the board of directors to convene the AGM
The board of directors is responsible for convening the annual general meeting. The Board of Directors must decide the time, place and, in particular, the agenda and motions of the AGM. The law requires that the ordinary general meeting must be held annually within six months of the end of the financial year.
In order to enable as many shareholders as possible to participate, the date should be defined as early as possible and communicated to the shareholders. This step takes place before and independently of the formal invitation to the AGM.
4. Organising the room, access control and counting of votes or electronic means
After the Board of Directors has determined the venue, date and time for the AGM, the room must be reserved in due time and access control and counting of votes must be organised in the case of physical or hybrid AGMs.
In the case of virtual general meetings with a suitable application, there is no need for this effort, as the meeting takes place in a virtual room and access control and vote counting are handled by the software. For both hybrid and purely virtual general meetings, suitable software must be evaluated and set up in good time. A video conferencing solution helps with the transmission of presentations, the explanation of motions, questions and discussions, but experience has shown that it is not suitable on its own for the prior agenda, the information of the shareholders, the instruction of the proxy or the execution of votes.
5. Drafting the agenda
The agenda items and motions must be announced in the invitation (see below). The agenda shall include the items to be discussed as well as the motions of the Board of Directors and the shareholders. Shareholders who alone or together hold shares with a par value of more than CHF 1 million may have individual items placed on the agenda. Agenda items must be precisely described so that shareholders know what is to be discussed and decided. Specialised AGM software contains pre-worded templates for agenda items so that the board of directors does not have to spend much time on their wording.
6. Organise revised texts of the Articles of Association and notary public, if necessary
The revised company law came into force on 1 January 2023. As a result, articles of association issued prior to this date need to be adapted and updated. The transitional provisions of the new company law require that older articles of association be updated by 1 January 2025. In addition, strategy and the course of business require regular adjustments to the Articles of Association. Amendments must be worded clearly and in good time and submitted to the general meeting for approval together with the other items on the agenda. Where enclosures are available, they should be attached to the respective proposal. Modern AGM tools can support with appropriate templates for most use cases and thus save time and external costs.
If changes to the articles of association are proposed to the general meeting, a notary must also be organised. Software solutions specialising in general meetings remind the board of directors of this when setting up the corresponding agenda items.
If the general meeting is to be held virtually and without a venue, a notary must be appointed for the certification, who is authorised to certify online and across cantons. Specialised providers of AGM software can provide advice and support in the selection process.
7. Appointing a proxy and preparing the power of attorney
Participation and voting at the AGM is an inalienable right of shareholders. In order to ensure the exercise of this right even if shareholders are unable to attend the AGM themselves, the company must send them a power of attorney for representation at the AGM by a proxy and a form for their instruction. This also applies without restriction to hybrid and virtual general meetings. For these, the granting of a power of attorney and the instruction of the proxy can of course also be carried out electronically within the corresponding application. However, it should be noted that votes cast directly before the AGM, i.e. not via proxy, are invalid.
At least one of the proxies should be independent of the management and the board of directors. The only exception to this principle is in the case of unlisted stock corporation that hold virtual general meetings and have introduced a statutory basis for waiving the independence of the proxy. In this case, the proxy may also be recruited from the ranks of the board of directors or the executive board.
Broadly supported decisions through the participation of as many shareholders as possible enjoy a high degree of legitimacy, reduce the risk of disagreements in the future and strengthen the company's corporate governance. The board of directors should therefore make every effort to ensure that as many shareholders as possible are able to attend the AGM. However, since very few shareholders have the time to travel to the meeting location during the day, the board of directors should also consider electronic forms of participation. Video conferencing applications allow shareholders to follow the AGM in real time, ask questions and express their opinions. Software specialised for AGMs also allows for electronic voting and automated counting of votes after the discussion. In this way, shareholders can form their opinion after an item has been discussed or, if necessary, change it until the item is closed. The broad participation of the shareholders and a well-founded formation of opinion are essential characteristics of a well-developed corporate governance and thus in the interest of the company.
8. Invitation to the General Assembly
The invitation to the General Meeting can be issued as soon as the preparatory actions listed above have been completed.
However, it must be received by the shareholders at least 20 days prior to the AGM. It is therefore advisable to allow sufficient time for drafting and dispatch of the invitation. It is also essential to take into account the form of delivery stipulated in the Articles of Association.
In addition to information on the place, date and time of the meeting, the invitation also contains the agenda and the motions of the Board of Directors and, if applicable, of the shareholders (see above).
9. Receipt of voting instructions
The voting instructions returned by the shareholders must be received by the company or the proxy, but may not be taken not of by the Board of Directors prior to the meeting in order to avoid conflicts of interest and attempts to influence the voting.
In the case of general meetings conducted electronically, this work is automatically taken over by the software.
10. counting of votes
During the meeting, the shares represented and the quorums for resolutions must be determined and the voting and election results must be counted and recorded.
If the vote is cast electronically, the software takes over the counting and documentation of this information.
11. Minutes of the Meeting
Minutes shall be kept during the General Assembly. These minutes must contain the resolutions and the voting results of the General Assembly.
Since the beginning of the year, the publication of the minutes is bound to a legal deadline: For unlisted companies, the minutes must be made available to the shareholders within 30 days and for listed companies within 15 days. This is a particularly onerous requirement for unlisted companies, as they often lack the resources to prepare the minutes in addition to their day-to-day business.
If the general meeting is held electronically, and in particular if votes are cast electronically, modern software can prepare the minutes automatically and considerably reduce the time required to prepare the minutes.
If amendments to the Articles of Association have been adopted, the minutes must be publicly certified by a notary public.
12. Commercial register applications and amendments
If personnel changes or amendments to the articles of association are decided, these must be entered in the commercial register. The registration must be carried out promptly. This can either be outsourced to the notary or to a corresponding IT platform.
Conclusion
When organising and conducting a general meeting, the board of directors has to observe numerous formal legal requirements. The amount of time they have to invest in the preparation in the interest of a smooth running of the AGM is considerable. If amendments to the articles of association are decided, considerable legal costs are added for the formulation of the respective agenda items and articles of association texts. We would be happy to present our solution to you in a personal meeting..
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