Online AGM Voting in Australia: How to Run a Meeting and Manage Votes Remotely

Running an AGM online can remove a lot of practical barriers.

Members do not have to travel to a venue. Shareholders in different cities can participate in the same meeting. Organisations can accommodate people who cannot attend in person.

But moving the meeting online does not make the governance side of the AGM disappear.

The organisation still needs to establish who can attend, who can vote, what voting rights apply, how proxies will be handled and how resolutions will be decided.

The technology simply changes how those processes are delivered.

For Australian organisations considering online AGM voting, that distinction is important. A video meeting can bring everyone into the same virtual room, but it does not necessarily provide everything needed to administer a formal vote.

A well-planned online AGM separates the two questions:

How will we run the meeting?

and

How will we manage the vote?

Sometimes the same platform can handle both. For more complicated AGMs, a dedicated voting system may be the better option.

What Is an Online AGM?

An online AGM is an annual general meeting conducted using digital communication technology rather than requiring every participant to attend at a physical venue.

It can be:

For companies, the Corporations Act 2001 provides a framework for meetings using virtual meeting technology. Section 249S requires a company holding a members’ meeting to give members entitled to attend, as a whole, a reasonable opportunity to participate. Federal Register of Legislation.

ASIC’s current guidance also states that members participating through virtual meeting technology should have an equivalent opportunity for engagement and participation to those attending in person. ASIC guidance on virtual meetings.

That does not mean every organisation can simply choose any video platform and assume its AGM requirements have been met.

The organisation still needs to consider its constitution, governing rules and the legislation applying to it.

Can an AGM Be Held Online in Australia?

For companies and registered schemes, virtual-only and hybrid meetings can be possible, but the applicable requirements need to be checked.

ASIC currently notes that companies and registered schemes can hold virtual-only meetings where their constitutions expressly require or permit them. ASIC guidance on virtual-only meetings.

For companies, the Corporations Act also sets requirements around member participation, virtual meeting technology and voting.

This is why an organisation should not treat “online AGM” as a purely technical decision.

Before choosing a platform, check:

ASIC specifically states that companies must follow the Corporations Act as well as their applicable replaceable rules or constitution when conducting meetings and resolutions. ASIC company meetings and resolutions.

For charities and incorporated associations, the position can be different again. The ACNC describes a charity’s governing document as foundational to how the organisation is run and emphasises that it needs to be followed. ACNC guidance on governing documents.

So there is no single “Australian online AGM rule” that applies identically to every organisation.

How Does Online AGM Voting Work?

The simplest online AGM voting process looks something like this:

1. Confirm eligible voters

The organisation establishes who is entitled to vote.

2. Prepare the resolutions

Each resolution is entered into the voting system in the form that will be put to members.

3. Configure voting rights

If members have different voting entitlements, those rules need to be reflected in the ballot.

4. Deal with proxies

Valid proxy appointments and voting directions need to be incorporated into the process where applicable.

5. Open the vote

The chair or authorised meeting administrator opens the relevant ballot when the meeting reaches the resolution.

6. Members vote

Eligible participants cast their votes online.

7. Close the vote

Voting closes when the chair determines that the poll or ballot has finished.

8. Calculate the result

The voting system can calculate the result according to the configured voting rules.

9. Announce the result

The chair announces the result to the meeting.

10. Retain the appropriate records

The organisation retains meeting and voting records as required.

The technology can make these steps much easier to administer.

It cannot decide what the organisation’s rules should be.

The Meeting Platform and Voting Platform Do Not Have to Be the Same

One of the most useful ways to think about online AGM technology is to separate the meeting from the vote.

A video-conferencing platform might be used for:

A dedicated AGM voting platform can handle:

This can be particularly useful for larger or more complicated meetings.

ASIC does not require companies to use one particular type of technology. Its guidance recognises that the appropriate technology or combination of technologies depends on the circumstances of the meeting and its membership. ASIC guidelines for investor meetings using virtual technology.

That gives organisations some flexibility.

The objective is not to find one piece of software that does absolutely everything.

The objective is to create a meeting process that works.

What Should You Decide Before Setting Up Online AGM Voting?

The most important work should happen before the meeting.

Start with the Governing Rules

This sounds obvious, but it is where many technology decisions go wrong.

The organisation should establish what its governing documents and applicable legislation require before configuring the ballot.

For companies, this can include rules covering:

ASIC’s replaceable rules, for example, provide rules about member meeting quorum, votes, proxies and how voting is carried out. ASIC replaceable rules for company governance.

A company’s constitution can also modify or supplement the replaceable rules.

The voting system should then be configured to reflect those requirements.

Confirm Who Can Vote

An online ballot is only as reliable as the voter list behind it.

Before the AGM, confirm:

For companies, voting rights can depend on the class of shares held. ASIC explains that, unless the constitution provides otherwise, voting on a show of hands is generally one vote per member, while a poll can involve one vote for each share held. ASIC shareholder rights and responsibilities.

That difference can have a major effect on an online poll.

A system that simply counts people clicking “yes” may not be sufficient where voting entitlements differ.

Work Out How Proxies Will Be Handled

Proxies deserve particular attention.

A member may appoint another person to attend and vote on their behalf. Under the Corporations Act framework, proxy appointments can specify the proportion or number of votes the proxy may exercise in certain circumstances. ASIC replaceable rules for company governance.

That means the voting team needs to know:

For a small AGM, this may be manageable manually.

For a larger meeting with many proxies, it can become one of the most time-consuming parts of the voting process.

A dedicated online AGM voting system can bring this information into the same workflow as the ballot.

Decide Whether You Are Using a Show of Hands or a Poll

These are not necessarily interchangeable.

Under the Corporations Act replaceable rules, a resolution at a company members’ meeting may generally be decided on a show of hands unless a poll is demanded. Listed companies have additional poll requirements. ASIC replaceable rules for company governance.

The difference matters because a poll can involve different voting calculations.

For example, consider an AGM where:

A simple count of people voting in favour may not produce the same result as calculating votes according to the applicable voting entitlements.

An online AGM voting system needs to be configured for the method actually being used.

How Should Members Access an Online AGM Ballot?

There are several ways an organisation might authenticate and provide access to eligible voters.

The appropriate approach depends on the organisation, membership structure and risk associated with the vote.

Possible controls include:

The objective is straightforward:

The right person should be able to vote, and the same person should not be able to cast unauthorised additional votes.

For a formal AGM, access controls should be considered part of the governance process rather than merely an IT feature.

What About Secret or Confidential Ballots?

Not every AGM vote needs to be secret.

A show of hands, for example, is inherently different from a confidential election.

But some votes may require or benefit from a secret ballot, particularly elections or contentious member decisions.

In those circumstances, the organisation should understand exactly what information the voting platform records and who can access it.

Ask the provider:

The answers matter more than whether the platform simply describes itself as “secure”.

Running a Hybrid AGM Requires Extra Planning

A hybrid AGM can be particularly useful for organisations with members spread across Australia.

But it also introduces another layer of administration.

Someone in the meeting room may raise their hand.

Someone joining through a video platform cannot do that in the same physical way.

The organisation therefore needs a consistent voting process for everyone.

For example:

In-person member

Receives access to electronic ballot, then votes using a phone or device.

Remote member

Joins the online meeting, receives access to the same electronic ballot and votes remotely.

Proxy

Is identified according to the applicable arrangements and receives or exercises the appropriate voting entitlement.

The goal is to avoid creating two completely different voting systems simply because members are attending in different ways.

ASIC’s guidance says members participating virtually should have an equivalent opportunity for engagement and participation. It also recommends planning ahead, considering anticipated technology usage and conducting a rehearsal before using virtual meeting technology. ASIC guidance on virtual meetings.

How to Test an Online AGM Before the Meeting

Do not wait until the AGM begins to discover that the ballot is configured incorrectly.

A proper test should cover the entire voting process.

Test the Voter List

Use a sample of actual voter records and confirm that the correct people can access the ballot.

Test Different Voting Entitlements

If some voters have different rights, make sure the calculation works as intended.

Test Proxies

Use representative proxy scenarios to confirm that proxy votes are processed correctly.

Test Each Resolution

Check the exact wording, available voting options and result calculation.

Test the Chair’s Workflow

The person controlling the ballot should know how to:

Test Remote Participation

Run the process on the devices members are likely to use.

Have a Contingency Plan

ASIC specifically recommends planning for technical risks and rehearsing virtual meeting arrangements. ASIC guidance on virtual meetings.

A contingency plan could include alternative communication channels, technical support contacts and a clear procedure for dealing with an interruption.

What Happens If the Internet Fails During an Online AGM?

This question should be answered before the AGM, not during it.

The organisation should determine:

The answer depends on the organisation and its governing rules.

For companies, the legal framework around reasonable participation and the validity of meetings needs to be considered when planning the contingency process. ASIC’s guidance also highlights the need to anticipate technical issues and communicate instructions to virtual participants. ASIC guidance on virtual meetings.

A backup plan does not have to be complicated.

It does need to exist.

Online AGM Voting and Accessibility

Moving a vote online can make participation easier for some members.

It can also create barriers for others.

Consider members who:

Clear instructions should be provided before the meeting.

For a significant AGM, it can also be useful to provide members with information about how to access the meeting and vote well in advance.

The technology should make participation easier, not create a new barrier to exercising member rights.

How Are Online AGM Results Recorded?

The final result is only one part of the record.

For companies, ASIC says companies should keep records of meetings and resolutions, and the Corporations Act contains requirements relating to company records. ASIC company meetings and resolutions.

The organisation should therefore consider what voting information needs to be retained, such as:

A dedicated voting system may provide reports that make this easier.

But the organisation should establish its record-keeping requirements before the AGM and understand what the platform actually retains.

Common Mistakes When Running an Online AGM

Assuming a Video Platform Is Automatically an AGM Voting System

A meeting platform can be excellent for communication without being suitable for formal voting administration.

Treating Every Vote as One-Person-One-Vote

This can produce the wrong result where voting rights differ.

Leaving Proxy Management Until the Meeting

Proxy information should be checked before voting begins.

Ignoring the Constitution

Technology does not override the organisation’s governing document.

Failing to Rehearse

A test meeting can expose problems with voter access, audio, video, voting configuration and meeting control.

Forgetting the Chair’s Role

The technology does not replace the chair.

The chair still controls the meeting, calls for votes and communicates results according to the applicable rules and meeting procedures.

Having No Fallback Process

Even reliable technology can experience an unexpected problem.

A contingency plan is part of good AGM preparation.

A Practical Online AGM Voting Checklist

Before opening registration, work through this list:

This is where most of the real work happens.

The actual vote should be the easy part.

When Should You Use Dedicated Online AGM Voting Software?

A basic online poll may be enough for a small, straightforward meeting.

Dedicated AGM voting software becomes more useful when the meeting involves:

For example, an organisation with 30 members and one uncomplicated resolution may not gain much from a sophisticated voting platform.

An organisation with 2,000 members, 200 proxies, six resolutions and a director election has a very different problem.

The deciding factor is not simply the number of members.

It is the complexity of the vote.

Where Vero Voting Can Assist

Vero Voting provides electronic voting solutions for organisations that need to manage formal member, shareholder and election voting.

For an online or hybrid AGM, a dedicated voting platform can sit alongside the meeting technology and handle the voting process itself.

That can include:

The benefit is not simply replacing a show of hands with a digital button.

It is creating a controlled process around the vote.

Vero Voting can work with organisations to determine the appropriate voting approach based on the meeting format, voter structure and voting rules.

If your organisation is planning an online or hybrid AGM and is unsure how to manage the voting component, contact Vero Voting for any assistance or request a demonstration.

Key Takeaways

Running an AGM online is not simply a matter of putting the meeting on video.

The organisation needs to make sure members can participate properly and that the voting process reflects the rules that apply to the organisation.

A good online AGM voting process should:

For companies, ASIC’s guidance and the Corporations Act provide an important starting point. Other organisations need to check the legislation and governing documents that apply to their particular structure.

Online voting can make an AGM significantly easier to administer.

The trick is to build the process around the governance requirements first and the technology second.

Frequently Asked Questions

Can an AGM Be Held Completely Online in Australia?

For some Australian organisations, yes, but the requirements depend on the organisation’s legal structure, governing documents and applicable legislation. For companies and registered schemes, ASIC says virtual-only meetings can be held where the constitution expressly requires or permits them. ASIC guidance on virtual-only meetings.

Can Members Vote Online During a Virtual AGM?

Yes, where the applicable rules permit electronic voting. For companies, members attending through virtual meeting technology must have a reasonable opportunity to participate, including voting where applicable. ASIC expects virtual participants to have an equivalent opportunity for engagement and participation. ASIC guidance on virtual meetings.

Do I Need Separate Software for Online AGM Voting?

Not always. A simple AGM may be able to use the polling features available through its meeting platform. Dedicated voting software becomes more useful when there are proxies, different voting entitlements, multiple resolutions, elections, confidential ballots or large numbers of voters.

How Do Proxies Work in an Online AGM?

Proxy arrangements should be established before the meeting and incorporated into the voting process. For companies, the Corporations Act includes specific rules covering proxy appointments and voting. The system should be configured to reflect valid proxy appointments and any voting directions. ASIC replaceable rules for company governance.

How Can I Make Online AGM Voting Secure?

Use controlled voter access, appropriate authentication, accurate voter lists, restricted administrator permissions and a voting platform with suitable security and audit controls. Test the complete voting process before the AGM and have a contingency plan for technical problems.

Sources

The following official Australian sources support the legal and governance information used in this article.

ASIC explains that companies must follow the Corporations Act and their applicable replaceable rules or constitution when conducting meetings and resolutions. It also covers voting, proxies, quorum and record keeping.

This is the primary ASIC source for virtual and hybrid meetings, including member participation, voting, technology, preparation and contingency planning.

This source covers company member voting rights, meetings, proxies, resolutions and quorum.

This source sets out the relevant replaceable rules for company meetings, including quorum, voting entitlements, proxies, polls and voting procedures.

ASIC explains the constitutional requirements relevant to companies and registered schemes conducting virtual-only meetings.

This provides additional ASIC guidance on participation and the use of technology for hybrid and virtual meetings.

ASIC’s record-keeping guidance includes company meetings and resolutions among the records companies should keep.

The ACNC describes a charity’s governing document as fundamental to how the charity operates and emphasises the need for it to be followed.