Planning an Annual Meeting? Avoid Missteps with These Top 10 Tips

Margaret M. Foran, executive vice president, general counsel and secretary at Sara Lee

Planning an annual meeting can be stressful for corporate secretaries and other members of a company’s law department.  Margaret M. (Peggy) Foran, executive vice president, general counsel and secretary at Sara Lee, offered her suggestions for success.

She spoke April 23 at a panel presentation, “Pressures on the Annual Meeting,” during the American Bar Association Business Law Section 2010 Spring Meeting.

Acknowledging that she has occasionally asked herself if she went to law school to pick out chair colors for annual meetings, Foran said that her tips focus on the practical aspects for having a successful annual meeting. The following are her suggestions:

1. Reserve your meeting space in advance.  Noting that this suggestion may appear to be obvious, she said she has known companies where staff made all the arrangements, except reserving the space, leaving them to change the date or the location at the last minute.
2. Make sure your CEO and other officers have their scripts.  Make sure you have extra copies on hand in case a script is misplaced.
3. If there’s food, make sure there is enough.  People will really complain if they do not get a bagel.  The corollary to this rule is not to have too much food. Too much food makes it appear that you are wasting shareholders’ money.
4. Use your judgment in letting people in.  Generally people need to have registered in advance to attend.  There may be a shareholder who just shows up, asking to be admitted.  Generally, security will ask for identification and proof of status as a shareholder.  There are times when legitimate shareholders will not have the requested information.  It’s a fine line and a judgment call.
5. Never get an elderly person angry.  If you have a busload of elderly people coming to picket, deliver coffee and doughnuts to them.  Have someone talk with them. Take photos for your website.
6. Publish the rules for speaking in advance.  Provide guidelines on the number of questions you will take on a topic or how long people can speak at the microphone.  If there are published rules, people generally will accept them.
7. Coordinate with all groups in the organization and the venue, especially security.
8. Never give a gift and a great breakfast if you want a small meeting.  If there are gifts, remember that the average age of shareholders attending meetings is 80.
9. Realize that your CEO, who is probably a charming person, is nervous.  Have a rehearsal. Remind your CEO that he or she does not have to know the answer to every question, just acknowledge it and promise to follow up.  Whenever possible, remind the CEO of specific individuals in the audience or on the webcast.
10. Also respond to critics of your management.  Give them a good seat, update them on voting and explain the rules for speaking.  Review video or transcripts of recent meetings to prepare if there is critic who shows up at all meetings.

Foran also told the audience that New York City is the most popular location for an annual meeting with May being the most popular month, followed by April.  The preferred time of day is 10 a.m. and 32 percent of annual meetings are at corporate headquarters with 29 percent in a hotel.  The shortest annual meeting was less than 30 minutes and the largest annual meeting was one for 4,500 shareholders of 3M.

Other panelists included:

• A. Gilchrist Sparks III, Wilmington, Del.
• Tina S. Van Dam, Midland, Mich.
• Herbert S. Wander, Chicago

They discussed implications of the Model Business Corporation Act, now the model in 33 states, regarding improving the relationship between the board and shareholders and examined whether shareholders should have a larger role in corporate governance