Taking minutes of meetings is administrative good practice. It creates a record of what has been agreed, and by whom, and of what is to be done, by when and by whom. For such a pivotal aspect of the administration of business of all kinds, it is surprising there was relatively little formal guidance on how minute taking might most effectively be done and, moreover, on changes in practice that have developed over time.
Who would have thought that technology would have disrupted the role of a company secretary that goes back well over 100 years? Who would have thought that one day a robot would be sitting in the boardroom making decisions? Those thoughts are now real and the disruption that we have seen in so many aspects of our daily lives is now with us in our professional lives.
The future of the annual general meeting (AGM) has been a focus of some concern, as declining attendance and voting at AGMs globally has led to questions about whether they are fit for purpose in the 21st century. The Thought Leadership Committee (TLC) of The Institute of Chartered Secretaries and Administrators (ICSA) has prepared this paper and a descriptive video summarising the issues at stake for the various ICSA divisions globally to raise any potential concerns and highlight best practice solutions over time.
In the last few years many jurisdictions have introduced formal codes of conduct for investors, sometimes known as Responsible Investment or Stewardship Codes. Others have introduced specific pieces of legislation — directed at both issuers and investors — and some have left it to the market to determine the framework for better engagement. The Institute sees continuous improvement in shareholder engagement as in the public interest. Along with assistance from colleagues at the OECD we wanted to document current engagement practices and see if any conclusions could be drawn that could contribute to public policy recommendations on how to promote an effective dialogue between investors, particularly institutional ones, and issuers.