UK: Investment Association issues guidance on virtual AGMs

Why should I read this?

On 6 October 2026, the Investment Association (IA) published updated guidance “Virtually enabled shareholder meetings”. It sets out the safeguards the IA expects where a listed company's AGM or general meeting has a virtual element. It follows the government's consultation on modernising corporate reporting, which proposes clarifying that a "place" for AGM purposes can include a virtual location, enabling fully virtual AGMs. The guidance will apply to AGMs of companies with year ends on or after 30 September 2026 and its principles extend, where applicable, to other shareholder meetings. 

Key points

The AGM as an accountability mechanism

IA members regard AGMs as the ultimate means for shareholders to hold the board to account. They provide a forum for transparency, accountability and direct engagement with the board, individual directors and other shareholders that other channels cannot fully replicate. Institutional investors, while not routine attendees, regard them as an important escalation mechanism.

Preference for hybrid meetings

Where an AGM includes a virtual element, IA members prefer a hybrid format: a physical meeting with the option to participate virtually. The IA's view is that well-managed hybrid AGMs are best placed to support accountability, inclusivity and interaction, and to maximise participation by retail and institutional investors, both in the UK and overseas. In particular, hybrid formats ensure that:

• shareholders can attend, whether in person or virtually, and be seen and heard. This is particularly important for retail shareholders, who typically have fewer opportunities to engage with the board and may find virtual-only technology challenging; and
• investors retain their full rights, including asking questions in real time and observing board interactions and reactions. 

The IA acknowledges that hybrid meetings have cost implications and may not suit every company given average shareholder attendance. 

Members' experience of virtual-only meetings

IA members report problems in jurisdictions which have introduced virtual-only AGMs, including concerns that shareholder rights are being weakened. Poor practices include:

• shareholders being unable to be seen and heard, or unable to participate because of technology issues;
• directors not being visible, or not all attending throughout;
• advance-only questions and closed chat functions; and
• bundling and filtering of questions, and no clarity on unanswered questions. 

Member views vary: some will support virtual-only meetings only in exceptional circumstances (such as restrictions on in-person meetings), while others will assess them on a case-by-case basis. Either way, companies must give a rationale and sufficient safeguards, including ensuring that those attending virtually have the same rights as those at the physical meeting. 

Expected safeguards

IA members generally expect the following safeguards for any virtual element:

• Board decision: the format of the AGM or general meeting should be decided by the board and explained to investors.
• Live participation: shareholders should be seen and heard by directors and other shareholders, without limits on live participation.
• Board visibility: all directors should participate and be clearly visible throughout, so that shareholders can assess their body language when they respond to questions.
• Technology: technology should enable all shareholders to participate, with clear contingency arrangements if it fails. 
• Questions: all shareholders should be able to question the board during the meeting, with transparency on bundling or filtering. If appropriate, companies could appoint an independent third party to moderate the questions. Shareholders should be able to follow up where a grouped question does not address theirs.
• Confirmation and record: companies should confirm that all submitted questions have been addressed and that none has been intentionally avoided. A full record of questions, including unanswered ones, should be published on the company's website after the meeting. 

For the sake of transparency, the explanatory notes to the notice of meeting should confirm that these safeguards will be in place. Companies should also bear in mind the FRC's Good Practice Guidance for Company Meetings. 

Amending articles and three-yearly reapproval

The IA notes that authority to amend articles to permit virtual-only AGMs is currently granted without any time limit; if the conduct of a virtual meeting falls short of expectations, shareholders have no specific mechanism to respond other than voting against the Chair's re-election. The guidance therefore expects:

• Statement of intent: a company proposing a special resolution to amend or adopt articles permitting a virtual-only AGM element should state whether it seeks flexibility or intends to use it at the next AGM or later.
• Advisory reapproval vote: continued use of a virtual element should be reapproved by advisory ordinary resolution every three years from the third anniversary of first use. This lets shareholders withdraw support where conduct falls short, and should be built into any proposal to amend the articles.
• Earlier amendments: where the articles were amended significantly earlier, the notice should reconfirm the reapproval process and current expectations on meeting conduct. 

IVIS approach

The IA's Institutional Voting Information Service (IVIS) will not raise concerns about proposals to amend articles to permit virtual-only meetings where the company confirms the guidance will be met, including three-yearly reapproval. IVIS will "red top" companies seeking amendments without these assurances or failing to seek reapproval every three years.

Practical implications

Companies considering a virtual element to meetings, or with articles already permitting one, should:

1. Review the articles and past resolutions: establish when any authority for a virtual element was granted or first used in order to set the reapproval timetable and avoid "red tops".
2. Prepare the notice of meeting: include the safeguard and reapproval confirmations and, for articles amendments, state whether flexibility is sought or immediate use is intended.
3. Plan the meeting arrangements: ensure technology, board visibility, question moderation, contingency plans and publication of questions meet IA expectations. 

Further reading

UK: Modernising corporate reporting: Key proposals and next steps