The debate over virtual-only annual meetings is often presented as a question of technology. It is not. It is a question of accountability.

Every board must decide how it wants to engage with the shareholders whose capital it stewards. Choosing to preserve an opportunity for shareholders to question directors face-to-face sends one signal. Choosing to remove that option sends another.

Shareholders trust boards with capital. Boards earn that trust through performance, transparency and accountability. The AGM remains one of the few moments each year when that accountability is demonstrated publicly.

A good AGM is in the board’s own interest. Many boards only hear a partial view of how the market sees the company, and even fewer hear directly from retail shareholders. A physical or hybrid AGM gives directors a rare chance to hear that wider shareholder voice directly. It is not just a compliance event. It is part of the accountability that comes with access to public capital.

Large institutional investors may have other channels to engage with companies during the year; retail shareholders usually do not. For many individual investors, the AGM is the only realistic opportunity to hear from the board directly, ask questions and understand how directors are thinking about the company’s future.

The right to a face-to-face meeting

Boards sometimes argue that institutional investors rarely attend AGMs in person. That is true, but it misses the point. Large investors own thousands of companies and cannot attend every meeting. The value of a right is not measured by how often it is exercised, but by whether it is available when it matters most. The in-person option matters because shareholders can use it when they need to: perhaps when private engagement has failed, when trust has broken down, or when the board needs to hear concerns directly.

The practical problems become most visible when scrutiny is highest. In contested situations, virtual-only formats can make shareholder escalation more fragmented and burdensome. Investors may need separate logins across multiple funds or mandates, face different authentication processes or struggle to ensure that voting instructions and questions are submitted in time. A shareholder who would once have been able to send a single representative to a physical meeting may instead have to navigate a series of platform, custody and mandate-level hurdles.

These frictions matter. They may not remove shareholder rights on paper, but they can weaken them in practice.

Questions can also be filtered, batched or dropped online, and shareholders cannot always tell whether their question was missed, merged or deliberately avoided. Even where a board has nothing to hide, that opacity invites suspicion.

Cost discipline matters, but boards should be wary of treating the AGM as just another overhead to reduce. Any saving is clearest when in-person meetings are compared with a bare webcast that omits what shareholders actually need: reliable authentication, real-time voting, fair handling of questions and proper support for those proposing resolutions.

A virtual-only meeting that does the job would also have to be independently assured, so that shareholders—and the board itself—can be confident that access worked, votes were recorded and questions were handled fairly. Built to that standard, a virtual-only meeting is not necessarily the bargain it first appears. And one well-run meeting a year is a modest price for the accountability on which a board’s credibility rests.

This is not an argument against technology. Investors have embraced digital participation, and boards should too. Remote access lets shareholders attend meetings they would otherwise miss and brings in a wider range of investors, including international and retail holders from which a board might rarely hear. The question is how technology is used. Hybrid meetings capture those gains, while keeping the right to attend in person. Virtual-only meetings remove that right and, with it, an accountability mechanism that matters most when governance is under strain.

Changing company articles

If a board wants to ask shareholders to approve virtual-only meeting authority in the company’s articles, we strongly believe that this must be a vote in its own right, not bundled in with other changes. Investors are making their views heard on these votes. In the UK, several companies seeking to write such authority into their articles have met significant opposition, especially where the proposal was put as a clear, standalone vote rather than buried in wider constitutional changes.

Our recommendation is consistent.  Hybrid AGMs should be the default, because this broadens access without surrendering the in-person accountability that boards and investors may both need in a crisis. Where a company wants the option of meeting virtually only, that authority should be: reserved for genuine emergencies, granted by a supermajority and limited in time.

For directors, especially non-executives, the principle is simple. You are there because shareholders entrusted you with that responsibility. A board that values that trust should be reluctant to close the door on the people it serves.

Ayan Tewari and Jakub Brejdak are senior policy executives at the International Corporate Governance Network. Together with ICGN CEO Jen Sisson, they examine these developments in Can You Hear Me Now? The Importance of Maintaining an In-Person Option for AGMs