Virtually enabled AGMs: The UK Investment Association revises its approach

On 6 October 2026, the Investment Association (IA) - the trade body representing the UK asset management industry - published a position paper entitled Virtually enabled shareholder meetings. The paper establishes the IA’s expectations for UK listed companies incorporating virtual components into their meetings (with effect from financial years ending on or after 30 September 2026) and introduces a three-year shareholder re-approval cycle as well as a series of safeguards. The IA’s Institutional Voting Information Service (IVIS) will “red top” companies seeking articles amendments without the requisite safeguards and those failing to table triennial re-approval votes.

The guidance follows the recent publication of the UK Government’s Modernising Corporate Reporting to support long-term economic growth consultation, the stated objective of which is to support economic growth and strengthen the UK’s international competitiveness. In addition to proposed reporting reforms, the consultation proposes clarifying that a “place” includes virtual locations where shareholders have given consent, and requests feedback on what shareholder protections (if any) should be included to accompany this clarification. For the many UK plcs that are global in nature - including those with dual listings in competitor markets with more flexible meeting regimes - layering on additional domestic safeguards does little to make the UK an attractive primary listing venue. 

The IA's new guidance leaves a number of key questions unresolved, creating uncertainty for companies. It also raises broader questions as to how prescriptive domestic voting guidance aligns with an increasingly international shareholder base, and whether these hurdles are a one-size-fits-all requirement for every UK plc. Below, we explore the points where the guidance lacks clarity and the practical implications for companies seeking to apply it. 

1. The IA’s change in approach

In December 2017, following early market experimentation with virtual meetings, the IA published a position paper signifying wholesale disapproval of virtual-only AGMs. It stated that IA members would not support amendments to articles of association that allow for virtual-only AGMs and that IVIS would red top any company that has the ability to hold virtual-only AGMs following amendments to its articles. The October 2026 paper marks a formal pivot away from that blanket prohibition. Acknowledging that views across its membership have evolved, the IA now recognises that while some members remain unsupportive of virtual AGMs, others are willing to evaluate virtual-only AGMs on a case-by-case basis. However, this comes with a caveat: the IA has introduced an expansive apparatus of operational safeguards and recurring voting hurdles. Significantly, while the 2017 paper related to virtual-only meetings, the 2026 guidance seemingly captures hybrid meetings as well.

2. Overview of the guidance

The IA’s position paper sets out several core pillars:

• Preference for hybrid. The IA maintains that its members prefer hybrid AGMs (i.e. the combination of a physical meeting with concurrent virtual attendance), arguing that this format best ensures retail access, real-time questioning and direct board interaction.
• Case-by-case assessment on virtual-only. While some IA members continue to insist that virtual-only AGMs are used only in exceptional circumstances, others will assess virtual-only proposals on a case-by-case basis, provided in both instances that robust safeguards are established.
• Expected safeguards. To be acceptable, the virtual element of the meeting needs to adhere to various safeguard requirements that broadly include bilateral audiovisual participation, full board visibility and greater Q&A transparency.
• Triennial shareholder re-approval. The IA expects companies to table an advisory vote by ordinary resolution every three years to confirm continued shareholder support for the virtual element.
• IVIS red-top triggers. IVIS will issue a red top against any company seeking articles amendments without these commitments and will also red top companies that fail to seek triennial re-approval following first use or the date of the guidance.

3. Areas for clarification

A number of areas of the guidance lack sufficient clarity for companies to understand how the guidance should apply to their specific circumstances, should they choose to comply with it. We have highlighted some of these areas below:

• Application to hybrid meetings? Throughout the document, the IA moves between using the phrases “virtual-only” and “virtual element”. For example, the core safeguards are stated to apply to the “virtual element of any meeting” and so it seems quite clear that these are also intended to apply to hybrid meetings (although questions remain as to whether these safeguards are proposed to apply in the same way to both formats). The triennial re-approval vote is under a section header that reads “Reapproval of the use of virtual only elements of the shareholder meeting” but the guidance goes on to state that such approval is expected on the continued use of a “virtual element of the AGM”. Similarly, the guidance confirms that IVIS will red top companies that do not seek a re-approval of the “virtual element of their shareholder meeting” every three years. Because a hybrid AGM inherently includes a “virtual element”, it is unclear whether the intention is that the entire three-year re-approval cycle also applies to hybrid meetings. If an ordinary hybrid meeting now triggers triennial IVIS red top scrutiny and additional (often expensive and logistically challenging) safeguard requirements, we may see an acceleration of the emerging trend to abandon hybrid meetings in favour of physical-only meetings.
• Application to other shareholder meetings? The guidance makes it clear that the IA views the AGM differently to other shareholder meetings. However, there are a number of instances where the new safeguards and advisory vote requirements reference “shareholder meeting” rather than AGM, which raises the question of whether it is intended that these will also apply to other shareholder meetings. The footnote that reads “as applicable, general principles would be extended to other types of shareholder meetings including General Meetings” does little to clarify the position. 
• Application to companies that are already holding virtual or hybrid meetings? For those companies that already hold meetings either virtual-only or with a virtual element, questions arise on the steps that the IA expects them to take. For example, the guidelines state that “IVIS will also ‘red top’ companies that do not seek a reapproval of the virtual element of their shareholder meeting every three years following first use or date of this guidance”. Should the three-year rule be read as meaning the three-year clock starts from first use or from 6 October 2026 (being the date of the guidance), whichever is later? Or is the intention that the IA would expect those who have already been holding virtual/hybrid meetings for a number of years to seek re-approval at their 2027/2028 AGM? And does the IA expect the guidelines to apply to companies that have only ever conducted virtual meetings, despite the fact that they may have had shareholder support from the outset? 
• Consequences if advisory vote does not pass? The guidance is silent on what the IA’s expectations are if the advisory vote does not pass. Legally, a company’s articles of association are its constitution, alterable only by special resolution. An ordinary resolution therefore would not have the effect of amending the articles to remove the ability to hold a meeting fully or partially by virtual means. It is also unclear what ‘advisory vote’ is intended to mean – does this imply that it would not be binding on the board? Additionally, it is foreseeable that such an advisory vote may receive significant dissent but again there is no suggestion as to how the board should address this. 
• Practical application of safeguards? Some of the proposed safeguards seem logistically challenging and/or expensive to implement. For example, the guidance states that the meeting format should allow shareholders to be “seen and heard by the board directors and other shareholders”. This goes beyond what either the Companies Act 2006 or common law requires. It is unclear whether the IA expects shareholders to be on camera throughout the meeting or solely when asking a question, and whether, in a hybrid format, the shareholders in the room also need to see those that are remote. Similar practical (and legal) questions arise regarding the requirement for all board members to participate and be clearly visible on screen throughout as well as the proposals around managing and publishing Q&A. 

4. Next steps

We intend to seek clarification from the IA on these points and will keep clients updated on any developments. As a general point, it will ultimately be for individual companies to assess, in light of the specific make-up and geographic distribution of their shareholder registers, to what extent this guidance is relevant to them (if at all). In doing so, boards should bear in mind that the UK’s restrictive domestic stance leaves it increasingly out of step with leading international capital markets.

In the US, over 80% of S&P 100 companies now routinely conduct fully virtual annual meetings—with Computershare data showing robust engagement in this format. Virtual formats are equally well-established across other key jurisdictions, including Canada (where nearly 60% of the S&P/TSX 60 hold meetings virtually), Spain, Italy, and South Africa, where nearly two-thirds of listed companies have shifted to virtual AGMs since 2022. ONS figures published earlier this year show that overseas ownership of UK-listed equities has hit an all-time record high of 58.8%. 

For the many UK plcs whose share capital is now predominantly foreign-owned, global institutional investors—accustomed to participating in efficient digital meetings worldwide—may well take a very different view of the IA’s requirements.

Please do not hesitate to contact Rós Ní Dhubháin or any member of your Freshfields team if you would like to discuss the implications for your company.

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