ASIC Virtual AGM Guidance: Australia’s 2025 Experience

ASIC’s guidance responded to the Statutory Review of the Meetings and Documents Amendments, which gathered extensive feedback from companies, investors, and governance professionals about post-pandemic AGM practices.

The regulator addressed a critical gap. Whilst the Corporations Amendment (Meetings and Documents) Act 2022 permanently permitted hybrid AGMs from April 2022, companies lacked clear direction on what “equivalent participation” actually meant in practice.

Before March 2025, company secretaries faced constant uncertainty. Were dial-in telephone lines mandatory? How much interactivity was enough? What happened if technical issues prevented remote voting?

The guidance provided definitive answers, giving companies confidence to finalise their 2025 AGM plans.

What were the core requirements?

Remote attendees must have equivalent opportunities to participate as in-person attendees. ASIC made clear this meant genuine two-way engagement, not passive viewing.

Virtual participants needed the ability to ask questions, make comments, and vote with the same ease as those physically present. Broadcasting proceedings via webcast alone was deemed insufficient.

ASIC confirmed that dial-in telephone lines are not mandatory, provided the chosen virtual meeting platform allows members to exercise their rights both orally and in writing whilst meeting broader participation requirements.

The meeting platform technology had to facilitate genuine engagement through live Q&A functionality and real-time polling capabilities. Companies that used platforms lacking these features risked non-compliance.

How did voting procedures change?

All resolutions at ASX-listed AGMs must be decided by poll rather than show of hands. This requirement ensures voting reflects actual shareholding proportions.

For legal purposes, hybrid AGMs are deemed to occur at the main physical venue. This matters for jurisdictional questions and determining which laws apply to the proceedings.

Virtual-only meetings are considered to occur at the company’s registered office. Companies needed to ensure their constitution permitted this format before proceeding.

What happened during the 2025 AGM season?

Most ASX-listed companies with 30 June financial year ends held their AGMs between September and November 2025. The deadline was Friday, 28 November 2025.

The 2025 season reflected elevated shareholder scrutiny. Investors remained focused on board accountability, credible remuneration design, and governance track records.

Climate and ESG questions dominated many AGMs. Members increasingly viewed corporate attention to ESG criteria as closely linked with business resilience and financial performance.

Companies prepared for upcoming mandatory climate-related financial disclosure obligations under Chapter 2M. Entities with 30 June financial year ends will first report in the financial year ending 30 June 2026, meaning 2025 AGMs served as preparation ground for these new requirements.

What challenges did companies face?

Technical issues remained a concern despite improved platforms. Some companies experienced difficulties with remote voting systems, audio quality, or participant authentication.

Shareholder engagement quality varied significantly. Companies that invested in robust technology and trained their chairpersons to actively engage remote participants saw better outcomes than those treating virtual attendees as secondary.

The Australian Shareholders Association emphasised several expectations during the season. These included giving retail shareholders fair and equitable treatment in capital raisings, conducting hybrid general meetings as the standard, and disclosing clear and relevant sustainability strategies.

What about constitutional compliance?

Many companies discovered their constitutions needed updating. Virtual-only AGMs still require express constitutional authority under the current framework.

Companies holding hybrid AGMs generally found their existing constitutions sufficient, since the Corporations Act expressly permits this format regardless of constitutional wording.

Those wanting virtual-only flexibility needed to propose constitutional amendments, typically at the 2025 AGM itself. This created a timing challenge for some organisations.

How did climate disclosure expectations affect AGMs?

The impending Chapter 2M climate disclosure requirements shaped shareholder questions throughout the 2025 season. Companies with 30 June year-ends knew their first climate reports would cover the 2026 financial year.

Shareholders asked detailed questions about climate transition plans, emissions reduction targets, and ESG strategy implementation. Boards needed to provide substantive responses without over-committing before formal reporting requirements took effect.

Some companies proactively addressed these topics in their AGM materials, using the opportunity to build shareholder confidence in their sustainability approach.

What should companies do differently for 2026?

Review your 2025 AGM experience critically. What technical issues arose? How effectively did remote participants engage? What feedback did shareholders provide?

Assess your technology platform against ASIC’s requirements. Does it genuinely facilitate two-way participation? Can remote attendees ask questions as easily as in-person participants? Is the voting system reliable and accessible?

Update constitutional provisions if needed. If you want virtual-only flexibility for future AGMs, propose amendments early in 2026 to avoid last-minute complications.

Prepare for climate disclosure questions more thoroughly. With the first Chapter 2M reports due in 2026, shareholders will expect detailed answers about your climate strategy and progress.

What timing should you plan for?

For companies with 30 June 2026 financial year ends, your AGM deadline is Friday, 27 November 2026. Start planning your AGM calendar now.

Listed entities must announce their AGM date and the closing date for director nominations via ASX at least five business days before the closing date for receipt of nominations.

If your AGM contains Chapter 2E related party resolutions, lodge the AGM notice with ASIC at least 14 days before the notice is issued, subject to any abridgement being granted.

How can you ensure shareholder participation?

Communicate your AGM format clearly in all notices. Tell shareholders exactly how they can participate, whether in person, virtually, or both.

Provide detailed technical instructions well in advance. Send platform access details, troubleshooting guides, and support contact information at least a week before the meeting.

Offer multiple participation channels. Allow questions to be submitted in writing before the meeting, asked live during the meeting, or submitted via the online platform.

Train your board members to actively engage with remote participants. The chairperson should explicitly invite questions from virtual attendees throughout the meeting.

What documentation should you maintain?

Keep comprehensive records of how remote participants engaged with the meeting. Document questions submitted online, voting data showing remote participation, and technical support provided.

Maintain evidence that you provided equivalent participation opportunities to all attendees. This protects you if compliance questions arise later.

Record any technical issues and how they were resolved. If problems prevented full participation, document the steps taken to remedy the situation.

Minutes should clearly reflect that both in-person and remote attendees had equal opportunities to participate in discussions and voting.

What are the benefits of compliance?

Hybrid AGMs reduce travel-related emissions whilst improving accessibility for interstate and international shareholders. This aligns with growing ESG expectations and demonstrates commitment to sustainable business practices.

Virtual participation options democratise shareholder engagement, particularly benefiting smaller investors who may not typically attend in-person meetings. Broader participation provides valuable insights into shareholder sentiment.

Companies that execute hybrid AGMs well build trust with their shareholder base. This matters when you need shareholder support for important resolutions or during periods of corporate change.

What’s next?