Fumbles a Virtual Meeting on Virtual Meetings.
December 22, 2011
sent messages to would-be virtual meeting participants. None
indicated that the web interface was being abandoned.
weeks ago, Elizabeth Mozley of Broadridge Financial Solutions (BR) invited
me to join a working group to develop best practices for conducting
virtual annual meetings. I was torn about participating. On one hand,
Broadridge has a too-substantial financial interest in the outcome, as
they have a near monopoly on the technology for conducting virtual annual
meetings. On the other hand, the membership of the United States Proxy
Exchange (USPX) has talked about developing similar best practices for
over a year but not gotten around to it. We are a volunteer organization
with an agenda subject to the availability and priorities of members.
Honestly, we have been distracted with say-on-pay, proxy access and
implementing our new website at
Also, if and when the USPX does develop best practices, we will need to
involve other players, including Broadridge.
The two main
players in this debate are Broadridge, as the providers of the meeting
technology, and the USPX, which has organized opposition over shoddy
technology and potential abuses. With her invitation, Elizabeth was
offering a forum that would have us both at the same table. I accepted,
but only after e-mailing a caveat to the proposed group:
… I should point out
that there are three areas of concern that need to be addressed:
1. Procedure (i.e. rules
of order, etc.)
2. Transparency (i.e.
participants’ ability to confirm procedures are followed “behind the
3. Competition (the
future of virtual meetings depends on lively competition among
If it is not your
intention to fully address all three areas of concern, I am happy to
participate in a more limited discussion. That will be with the
understanding that shareowner support of virtual meetings will have
to await resolution of remaining issues in some other forum.
Elizabeth hosted an
organizing meeting for the group on Tuesday. It was held at the Broadridge
offices in New York with an option for virtual participation via the
Internet or phone dial-in. You can guess where this is heading …
I decided to participate
via the Internet. Ten minutes prior to the meeting, I went to the
indicated website, downloaded some software, logged in, and waited. The
time for the meeting start came and went. A text message appeared:
Other people waited. We
were supposedly all muted, but some man inadvertently un-muted himself and
proceeded to conduct a vigorous phone conversation with a business
associate while we waited. Fortunately, we could hear only one side of the
call, but the security breach was frightening.
We are getting an alternate dial in
number, we will send it to you shortly. Please stand by.
A new voice abruptly
spoke across the interface, asking if this was the “Broadridge meeting”.
No one replied. There didn’t appear to be a moderator. I wondered if I
should turn off my mute to explain that I wasn’t sure either.
I called Jim McRitchie
on my cell phone. I had asked Elizabeth to invite him to join the group,
which she had done. Jim was waiting like me. Somehow, his mute was off as
well, so our entire conversation was broadcast over the interface. Jim and
I spent several embarrassing minutes trying to turn his mute back on.
Another text message
Please hang up and re-dial using
this number – 1 866-642-1665 and the passcode is 421689. Please do
not disconnect this webpage.
The message appeared
applicable to dial-in participants. As we were trying to participate over
the Internet, the message didn’t seem to apply to Jim and me … or did it?
We waited a few minutes,
but it was now about a half hour after the meeting was supposed to start.
We decided to hang up and both attempt the dial-in option. When we did so,
we both found the meeting was in progress. Apparently, in switching the
dial-in number, Broadridge had found it necessary to abandon audio via the
web interface. No one had told us. I immediately fired off an e-mail to
the distribution list to inform anyone else still on the web interface.
The meeting was lively,
at least once Jim and I started to participate. Of the issues raised, here
are a few high notes:
have potential to restore purpose to annual meetings that has largely been
lost in recent decades. Any best practices should not simply embrace
existing practices but should “push the envelope” on what virtual and
social networking technology make possible.
should be attended by a facilitator or ombudsperson representing
shareowners. That person might ensure transparency, field calls from
shareowners unable to connect to the meeting, prioritize shareowner
questions or other tasks.
earnings calls have somewhat replaced much of the give-and-take that is
supposed to occur at annual meetings, only the audience is hand-picked
analysts instead of shareowners. Maybe there is a lesson in this.
practice of allowing shareowner questions only after polls close is
absurd. Shareowners should be allowed to ask questions of management and
proposal proponents before polls close.
Little was actually
resolved at this organizing meeting, especially the critical issue of
whether virtual-only (as opposed to hybrid) meetings should be allowed,
either now or at some point, once technology and procedures have developed
The meeting was
constructive, if only for airing issues. The technology failure was a
warning that it is too early for corporations to be conducting
virtual-only meetings. Broadridge, however, seems intent on continuing to
push virtual-only meetings.
Elizabeth has promised
to follow up with everyone. Hopefully she was pleased with the initial
discussions, but she is likely under pressure to achieve an outcome that
benefits Broadridge’s virtual meeting services. We will see what direction
this takes. I will keep you informed.
Response to “Broadridge Fumbles a Virtual Meeting on Virtual
December 22, 2011
at 7:52 pm
While I certainly share
Glyn’s frustration with the meeting, I certainly see it as a good sign
and I think others on the line are likely to convey many of the same
concerns in private as we did to the group. I’m sure Broadridge was
embarrassed concerning how poorly their meeting went and I’m sure they
would like to improve. I think the sense of most of those on the line
was that Broadridge and others will be going ahead with virtual
meetings. We can at least voice our opinion that virtual-only meetings
are not ready for prime time and we can offer up some ideas about how
hybrid meetings — and even regular meetings — can be made more
legitimate from the perspective of shareowners.
The New Capitalist
Copyright © 2011.