We have had many decidedly up and down experiences listening to the all-too-numerous webinars on VSMs of late where the guidance was flatly wrong, or important facts were omitted: Most notably on what to do if you lose “connectivity” during the course of your company’s VSM. Here are our Top-Tips, straight from the meeting-front, on how to prepare:
Step-one is to inventory all of your “points of connectivity” - and what could go wrong at each one.
Let’s start with the dial-in number for Directors and Officers - which is usually used for Shareholder Proponents, and the Inspector of Elections and the Auditors too if there are questions for them. This, as an ‘operator attended line’ - and always a ‘hard-wired line’ in our experience - is the least likely ‘point of connectivity’ to go down…at least where the service provider is concerned. But here, as happened fairly often in 2020, some of the parties accidentally hung up - or couldn’t find the un-mute button, or seem to have wandered off, or nodded off, and missed their cue to chime in - or maybe had a bad cell-phone connection on their end.
The same sorts of problems can arise when some or all of the key attendees are visible on a Zoom or other platform. And the odds of glitches are a bit higher due to sometimes-weak or shaky Internet connectivity. Here, the Chair, or the Meeting Secretary simply needs to say, as we hear so often on national newscasts of late, “We seem to have lost our connection” and quickly move on. If there is an absent shareholder proponent, be prepared to quickly introduce the proposal on your own. One last but very important take-away: Test these, and all other meeting apps, well in advance with a live dress-rehearsal – to test the strength and stability of each participant’s ‘connectivity,” to be sure that everyone involved is familiar with “the buttons” – and will know what to expect - and who will do what - if glitches do arise.
Next comes the dedicated dial-in line for shareholders to call in with questions - which we feel you MUST have this season, if you are used to getting, or expecting questions at your Meeting. This too is an “operator-attended line” - where the risks of disconnects are also low - unless the caller fouls up. But - while we are at it - be sure to have clear rules of the road - like requiring callers (or the operator) to announce their names, and an affirmation that they are shareholders - and to provide ‘fair warning’ when they get close to their allotted time - AND to be fairly lenient, but firm in the end with regard to disconnecting them if they go way over - and to be VERY FIRM - and VERY FAST if callers venture into things that are improper under the rules of conduct.
The most likely point of failure in our own long experience arises at the meeting site itself - most often due to a power outage, but sometimes due to screeching fire alarms, where everyone at the site needs to leave at once. Here, you need to be sure that your VSM service provider will post a sign on the webcast screen about the “technical difficulty” and a message to “please stay tuned for further information.” Then, of course, you, and your VSM service provider, will need to devise a plan for what to do next as quickly as you can, and post THAT on the screen if at all possible.
This takes us to our main “payoff point” - which all the “webinaristos” we’ve heard failed to address - and which we have been publishing regularly for 27+ years: Be sure you have a plan to officially CONCLUDE (not ‘adjourn’) the Meeting if you possibly can. You can almost-always do this - as long as you have a quorum. Then, you need to have a short “Emergency Script” - and you need to have signed the Ballot of the Appointed Proxy prior to convening the Meeting, instructing the IOE to “cast the votes in accordance with the proxies on file.” Even if you need to leave the room immediately it takes only a few seconds to say, that “Based on the votes in hand, the business of the Meeting can be and has been concluded” - and that you will report on the voting ASAP.
Two final points; Just in case the VSM service provider’s App drops dead in the course of your meeting, be 100% sure that your provider can reach out to everyone who registered for the meeting, and who was in attendance, to fill them in on the outcomes ASAP…and, heaven forbid, on any “next steps.” ALSO, we have it on good authority that at several 2020 VSMs someone accidentally hit the “CANCEL MEETING BUTTON” and shut down the whole show…So be 100% sure that only one person has access to this button, and will not push it until all the business of the meeting has been concluded.
Share
Share the Optimizer with your colleagues!