A Sample “Run-Of-Show” For A Satisfying And Successful VSM

With our comments on the most important best practices to adopt - and on bad and worst practices to avoid:

• Twenty minutes prior to the Meeting time there should be a welcoming message on the Meeting site - with a visually pleasing background, easy-to-read typefaces and your company name and logo, of course - since many attendees will need and want to tune in early. There should also be a reminder that the Meeting will begin at X o’clock - or in X minutes.
• It is a very good idea to have icons to click on to review the Agenda and the Official Rules of Conduct - and to type in a question in advance if attendees wish to do so - and even, perhaps, to review the proxy statement. But PLEASE - be absolutely sure that attendees will be able to toggle back and forth smoothly - without delay and without being disconnected, as so often happens with these apps… and which may, actually, be unavoidable with lengthy documents like a proxy statement that need time to load, and where the formatting may not be compatible with many attendees’ laptops.
• Ideally, there will be some cheerful background music - not too loud or strident, please - that will be timed to end nicely - non-abruptly and on an upbeat note, we suggest - and at the very moment the Meeting “goes live” - which should be at precisely the appointed time.
• Best practice, we say, is to have the Chairman introduce herself or himself, welcome shareholders to the Meeting and provide a brief overview of the agenda and the Rules of Conduct - with particular emphasis on exactly when and how attendees will be able to submit questions - and receive the answers.
• The Chairman should introduce all of the directors and key officers in attendance, as well as the outside auditor rep(s) and the Inspector(s) of Election. The very best practice is to have Directors appear live, on Zoom or a similar app, and ideally to smile and say good morning or happy to be here, to confirm their attendance and provide a “human touch.” Second-best would be to have photos of them as they are introduced, and - at a bare minimum - to have them un-mute to confirm they’re there. 
• We think that providing a brief overview of the prior year - and perhaps a brief overview of the outlook for the coming year - is a good and very appropriate way to set the stage for the business portion of the Meeting, and, of course, for the voting. But this should not preclude a more extensive review of the opportunities and the challenges ahead, later in the Meeting - as a prelude to the Q&A period - which it actually helps to introduce and to expedite nicely.
• The “Official Business of the Meeting” should begin next, however - and it is the best practice, we say, to make it clear that there will be an opportunity for questions and comments after each item of business is introduced - with time limits for each item that are appropriate to the subject matter and complexity of each item - and that, following the voting, there will be a separate General Question and Answer Period to cover all other matters. (Note well: Postponing the Q&A period for all of the items to be voted on until all items are introduced is decidedly NOT a best practice.) 
• Having the Chief Governance Officer or Corporate Secretary to declare the polls open and conduct the official business portion is usually the most efficient and expeditious way to accomplish this. Please be sure to allow proponents, and any shareholders who may wish to be heard on a matter, ample time to do so. Usually, the Governance Officer will have spoken to proponents in advance, reviewed the guidelines with them, and agreed on time limits that will not force proponents to rush, or to have to be “warned” as to the time - or, worst of all - abruptly cut off. Failing to manage this smoothly - and especially failing to allow sufficient time, and a bit of slack for proponents to make their points, really sets a bad tone with shareholders, proponents, governance-watchers and “meeting reviewers” alike.
• Closing of the polls: We believe that the polls should be “officially closed” after all the proposals have been introduced and discussed - AND after a “fair warning” - AND, of course, after a reasonable period of time for in-person and online voters to record - or change their votes. (Two minutes is usually about right for this.) While a few companies keep the polls open until after the general Q&A period - and while that is “OK” - the polls MUST be “officially closed” - but only after fair warning and a fair chance to change one’s vote. So closing them as the last official act is not the best time to do this in our view, and often tends to make the next item of business awkward, and sometimes a bit rushed.
• Announcement of the voting outcomes: The Inspector of Elections is the best person to report on and summarize the “preliminary” voting outcomes, we say, since the responsibility is clearly theirs, and that it is the Chairman’s role to “declare” which items have been approved, and which have not been, based on the IOE’s Final Report. (Sometimes, and especially if there are close or contested items, it IS better to have the IOE make the declaration.) Note well, that at VSMs, the Final Numbers will not usually be known until all the online votes are vetted and tallied, so the IOE should summarize the items that have clearly “been approved” - “not approved” - and any that are still “subject to final verification.”  If no items are in doubt, the Chair can and should “declare them” to have been approved - or not approved in accordance with the IOE’s report - but if there are any uncertainties, to simply note that the final results will be posted to the company’s website as soon as the final review is completed.
• The currently all-important Question and Answer Period is best moderated, we believe, by the company’s chief Investor Relations Officer, since that person is likely to have the best handle on current items of real importance to investors. They also have the most day-to-day experience with smoothly and diplomatically fielding questions - and directing them to the best person for the answers, or, on occasion, ruling a question as out of order. And, thanks to earnings calls, they are usually among the most tech-savvy candidates to run this session. This year, Meeting Managers will be held to particularly high standards here, so we urge readers to refer to the detailed tips on managing the Q&A period that are on our website - but, in a nutshell, to be scrupulously fair and even-handed in alternating questions received in advance, presented in person, if there is an in-person component, and received via the web-app - and to very seriously consider allowing shareholders to call-in questions live, via a dedicated toll-free, operator-attended phone line. The Moderator should work hard - and creatively - to generate a dialog rather than a series of monologs. This can be done by teeing-up related questions in a good sequence - and by having questions fielded by a variety of people - and by allowing for and facilitating follow-up questions. The Moderator should also mention how unanswered questions will be handled if time runs out, and whether (the best practice) all questions and answers will be posted to their website.
• Extremely important - Be sure to conduct a complete and thorough dress rehearsal - with all of the technologies to be used ON - and WORKING - well before the Meeting date. Pay special attention to sound-checks - and coach all phone and web attendees on how to unmute - and to “go on mute” when not speaking to minimize background noise and jarring “interference.” 
• Please be sure to have one or more people monitor the Meeting while it is in progress - to make adjustments to the volume as necessary - and to spring into action immediately if any of the systems develop glitches,  go-down completely, or if presenters or questioners have sound-quality issues, or get disconnected.