Clifford Chance

Virtual meetings are here to stay, and we are now seeing best practices start to emerge.

The Australian Securities & Investments Commission (ASIC) has recently released updated guidance on virtual and hybrid meetings that entities have with their members, clarifying how companies and registered schemes should apply the law in practice. This follows the Government’s February 2025 response to a statutory review of the Corporations Act amendments, and ASIC’s commitment to ensuring meetings remain fair, transparent and inclusive. This guidance is relevant to both listed companies and registered schemes but is equally applicable to unlisted public companies and private companies that hold meetings.

Additionally, this month the Australian Institute of Company Directors, Australasian Investor Relations Association, Governance Institute of Australia and the Law Council of Australia has released joint guidance on 'AGMs using Technology'.

What’s allowed?

Since April 2022, changes to the Corporations Act allow companies and registered schemes to hold hybrid or, in some cases, virtual-only meetings. But flexibility doesn’t mean free rein. ASIC expects companies to ensure equal participation for all members, whether they’re in the room or online.

• Hybrid meetings (in-person and online) are permitted for all entities.
• Virtual-only meetings are allowed only if the entity's constitution explicitly permits or requires them.
• If your constitution is silent on virtual meetings, you can still hold hybrid meetings – but not virtual-only ones.

What does ASIC expect?

ASIC’s message is clear: member engagement must not be compromised. Whether attending in person or online, members must be given a reasonable opportunity to participate – this includes asking questions and making comments, both orally and in writing.

• A simple webcast which members can only watch? That won't cut it.
• ASIC also expects companies to:
• Allow live questions, even if pre-submitted questions are encouraged.
• Use fair and transparent moderation when grouping or filtering questions – avoiding difficult topics is not acceptable.
• Ensure that any use of AI or bots to manage Q&A is overseen by humans to maintain fairness.
• Take reasonable steps to resolve technical issues during meetings to ensure continued participation.
• Retain records of the meeting, including questions and comments, for accountability.
• Avoid excluding members unless they are seriously disruptive, and even then, only with caution.

Key considerations for directors

When choosing a meeting format, directors must consider:

• The needs and preferences of their members.
• Whether the chosen format allows for equivalent participation.
• The technological capabilities of their audience.

ASIC doesn’t mandate a specific format, but it does expect directors to make thoughtful, member-focused decisions.

Voting requirements

When holding hybrid or virtualmeetings, companies must ensure the technology used allows members to vote effectively. ASIC doesn’t prescribe a specific voting method but expects compliance with general requirements.

• Publicly listed companies must use a poll for all resolutions contained in the notice of meeting. Procedural motions may be decided by a show of hands.
• Registered schemes must use a poll for special or extraordinary resolutions.
• Other entities default to show of hands, unless a poll is demanded.

Tip: When holding hybrid or virtualmeetings, open the poll at the start of the meeting and give members clear notice before closing it, allowing a short window (around five minutes) for final votes.

While not suitable for publicly listed companies with large member bases, smaller companies may use free platforms such as Zoom, Teams or Google Meet. These platforms typically offer built-in audio and chat features that support full participation, including voting and asking questions both orally and in writing. However, if voting is to be by poll rather than by show of hands, additional arrangements (for example by using an online meeting platform with voting capability) may be needed to properly record votes. The use of any free platform should also be carefully managed with clear protocols around access and security.

Where technology fails

If the technology fails during a hybrid meeting – for example, members can’t vote or ask questions online – the chair should think seriously about pausing or adjourning the meeting. In most cases, this will be the safest call. But if there’s still a quorum in the room and online members aren’t significantly disadvantaged, it may be possible to continue. Either way, it’s important to have a plan and let members know what to expect if things go wrong.

Key takeaway

Virtual meetings offer convenience and flexibility, but they must be inclusive, transparent and fair. Companies that get this right will not only stay compliant – they’ll build stronger relationships with their members.