How M&S moved to a digital annual meeting

Marks & Spencer’s annual meetings have produced many memorable stories over the years as shareholders complained about everything from too much chili in its spaghetti Bolognese, the need for wider waistlines, a shortage of thermal underwear and even the sagginess of its Y-fronts – prompted by a comment from broadcaster Jeremy Paxman.

But while the gripes might have generated column inches, there was a general feeling within Marks & Spencer’s headquarters that its annual meeting was not really hitting the mark with shareholders – the intended audience.

For a start, it was always held in the south-east. It took place in the middle of the day. And, despite the attraction of an on-brand sandwich lunch and alcohol, the last in-person annual meeting at Wembley Stadium in 2019 attracted just 569 attendees from a shareholder base of more than 140,000 private investors – well down from its peak of 2,000 plus attendees just eight years earlier.

Amanda Glover, head of external communications at Marks & Spencer, explains that the high street retailer had been considering the issue of ‘democratising’ its annual meeting, reviewing the legislative requirements, prior to the pandemic, and had already adapted its Articles of Association to allow a virtual replacement.

And while Covid, in effect, gave companies a licence not to hold an annual meeting in 2020, the retailer felt that having stopped its dividend and endured a tumultuous year of trading, it needed more than ever to engage with private shareholders.

For its first virtual meeting in 2020, Marks & Spencer was determined that it would just not be three executives in front of a PowerPoint presentation reading from a script. ‘We said If we’re going to do this, let’s treat it like a broadcast, like a TV broadcast and have a host who holds the executives to account,’ says Glover. ‘We benefit from having an executive group that really trust us, and were up for it, and a chairman [Archie Norman] who is a confident media handler and broadcaster.’

Kamal Ahmed, then editorial director of BBC News, was recruited to host the first virtual annual meeting, acting as a de facto representative for shareholders, in a proper studio.

‘It was like a full-scale TV production,’ explains Glover. ‘There was a countdown clock.’ In the first year, shareholders submitted questions via an app on the Lumi Global platform – both in advance of and during the meeting.

We treated it like an in-person event and really thought about the audience, which is a comms job not a governance one

‘It was very much like a live TV show, where the questions are coming in and the executives can see them, but the bold step was to bring in an external third party, like Kamal, who picks the questions off and fires them at the board,’ she adds. ‘Our attitude was that if they were in a town hall style AGM, investors can stand up and ask the board anything so it shouldn’t make a difference if it was Kamal or not.’

To ensure that the event retained the spontaneity of an in-person meeting, Ahmed had free rein over the questions that he posed to the board and the order in which he did so. The executives did not have prior sight of shareholders’ queries so could not prepare set answers, which provided credibility to the format, although just as for an in-person event, they were carefully briefed on likely topics. The first virtual meeting attracted 1,511 attendees, and engagement has since risen ten per cent.

The virtual annual meeting also reflected a change in Marks & Spencer’s approach to its annual results. ‘Our digital communications have moved forward. We’ve moved to having a digital presentation for our annual results now, instead of having a PowerPoint. We send that out and then follow with a conference call,’ says Glover, who attributes agency Edmonds Elder to helping the retailer produce video ‘that brings the M&S transformation to life for shareholders, analysts and the media. As a product and people-led business, we have so much content that a slide deck cannot do it justice’.

For its second virtual annual meeting, which was hosted by Radio 4 presenter Anita Anand, Marks & Spencer allowed investors to submit questions via video and last year live telephone videos were integrated into the platform.

‘Everybody thought it was a Covid novelty in the first year, but engagement has risen incrementally every year,’ adds Glover. In total, 1,664 private investors engaged during the meeting in 2022 – up more than 280 per cent since the last in-person event. She attributes such high levels of interaction to the fact that the virtual event has been very much driven by the comms department.

‘We treated it like a proper format and really thought about the audience, which is a comms job not a governance one,’ she says. ‘In many organisations, comms isn’t heavily involved in the AGM. It sits with governance.’

Marks & Spencer also worked with Aspect Communications, a specialist in event production, who Glover describes as ‘a key partner in helping us run [AGMs] as a broadcast production so that [they are] engaging for our audience’.

Just like an in-person annual meeting, shareholders register to attend. But they now do so via the Lumi Global platform and, instead of receiving a paper visa or proxy form, they are given a unique code. Shareholders watch the meeting online, and while they can submit questions live via the app, if they wish to submit a video or telephone question then they must make that known in advance and the Marks & Spencer team will liaise with them to facilitate their request.

Anecdotal evidence suggests that investors feel more comfortable asking questions via an online platform rather than in front of a live audience, while analysis also indicates that shareholders from outside London, specifically north west England and central Scotland, are increasingly getting involved.

Annual meetings are not the media events they once were

The challenges though remain akin to an in-person meeting. ‘We’ve had pressure groups dial into the AGM, and Share Action, for example, ask a question about the living wage. But nine times out of then, it is quite a straightforward business meeting,’ says Glover. ‘We would have an indication in advance if there was going to be a challenge, or anything like that. Annual meetings are not the media events they once were, because disclosure is much more rapid nowadays and the news would already be out there if there was a contentious vote, say.’

The 1,664-engagement figure includes those investors who ‘attended’ the virtual meeting live as well as those who voted and asked questions. But many more investors watch the meeting at their leisure – their numbers are not included – while a further 10,000 viewed it on social and the company’s website.

‘The other difference is that we can email the meeting out afterwards to our e-comms registered shareholders – we’ve got 45,000 of them – and we can get some additional questions from them,’ says Glover. ‘From a general stakeholder point of view, it is just so much bigger.’

While Marks & Spencer does not disclose the actual cost of the event, Glover concedes that ‘in terms of spend, it has gone down by at least two-thirds over the past few years while being more efficient and democratic’.