Canada: Will Virtual Meetings Become A Reality In Canada?

An emerging trend among public companies in the United States is to conduct their annual general meetings ("AGMs") virtually through the use of remote meeting technologies, which enable some or all of the participants to attend electronically. With high-profile companies such as Comcast, Intel, Starbucks, Paypal, and Hewlett Packard having recently held virtual-only AGMs, we may soon see a similar acceptance of the online forum among Canadian companies. Recently, Lululemon (NASDAQ: LULU), a Delaware company based in Vancouver, conducted its AGM completely virtually, leading to local media coverage and a debate over the use of virtual AGMs.

Virtual Meetings – What's Involved?

Teleconference, videoconference, messaging systems, chat rooms, and specialized virtual meeting software now allow for hundreds of participants to attend AGMs remotely. If a corporation is in the process of transitioning from traditional, in-person AGMs, it may first opt for a semi-virtual meeting – this involves the directors, and perhaps a few shareholders, being present in the same physical location, with other shareholders who are unable to attend in person virtually checking into the meeting. A slow approach to adopting virtual AGMs is recommended as it can be a good primer on the potential challenges of virtual meetings, which become more complicated logistically when there is no physical location of the meeting.

Virtual AGMs can be conducted in a variety of ways. While many companies choose to broadcast virtual meetings through both video and audio mediums, the Lululemon meeting was conducted via voice-only webcast. Comcast's virtual AGM allowed shareholders to log in and ask questions through their computers, access an audio feed, view presentation slides online, and vote their shares electronically during the meeting. Hewlett Packard's virtual AGM was accessed online via video webcast, which featured the CEO and management sitting in a boardroom.

The Benefits

AGMs are legally required by both federal and provincial corporate laws in Canada, and are considered to be a foundational aspect of corporate governance. As companies develop a more expansive reach and their shareholders are increasingly widespread across the globe, physical AGMs become difficult to attend. Traditionally, this has been handled by way of proxies, but stakeholder engagement through proxy is not the same as actual presence, even if this presence is virtual. In contrast, the ease of attending virtual AGMs could help attract participation by shareholders, as some of the practical barriers to active participation are eliminated. Increased attendance would allow corporations to receive input from a larger and more representative pool of its shareholders. The use of virtual AGMs could also prove useful to private companies, who frequently look for ways to make their meetings, if not held by consent resolution, as easy as possible for the participants.

The Drawbacks

In-person meetings are important for allowing group decision making and forcing directors to face shareholders. With the advent of virtual meetings, and the lack of a physical meeting location, there can be a deficiency of personal interconnection, and subtle factors such as body language (or, in the case of chat rooms, vocal tonality) cannot be taken into account. Furthermore, in a virtual meeting the chairperson would typically be able to simply mute individuals who are not meant to be speaking, or designate interactivity slots outside of which participation is limited. This differs from in-person meetings, where if someone is being unruly or attempting to be heard, they will be noticed even if they are told to stop speaking or are ignored by the chairperson. Because virtual-only AGMs allow the company to vet and pre-select questions, this can result in censorship of shareholders, whether intentional or not.

Many of these issues have been voiced by frustrated shareholders. Chip Wilson, founder of Lululemon, has publicly stated that he feels shareholders were denied the opportunity to speak at the company's virtual AGM. Wilson further noted that the meeting lasted only 20 minutes and required shareholders to submit questions by e-mail prior to the meeting. Intel's 2015 AGM allowed only 12 minutes for questions and answers, and according to critics questions were clearly handpicked by the company. Critiques were similarly voiced with regards to Hewlett Packard's 2015 virtual AGM, which limited communication by asking participants to submit questions online before the meeting.

The logistical issues with virtual AGMs do not stop there, as even a chairperson acting in good faith will have problems facilitating overlapping discussions in a seamless manner, particularly as the group of participants becomes larger. As previously mentioned, the group dynamics of a large meeting are different in person than they are online; the societal norms that guide the conduct of meetings do not as easily apply in a virtual AGM. This places a disproportionate amount of power in the hands of the meeting's chairperson, or at least appears to, particularly because shareholders are not even able to see or fully appreciate who wants to ask a question or how their comments are received. Although real-time virtual voting has become possible through a platform introduced by Broadridge Financial Solutions, there are some traditional rules of procedure that will need to be rethought in the context of virtual-only meetings.

Problems may also arise with regards to the quality of dialogue at virtual AGMs. As the social media era has become more prevalent, we have seen much of online communication devolve into unsophisticated commentary – one only needs to look at the average Twitter page or YouTube comments section to see evidence of this. Because the sense of anonymity created by virtual communication causes individuals to act differently than they would in person, companies opting for a virtual AGM are taking a risk that the quality of discussion at their meetings will diminish.

Virtually Inevitable?

Although virtual AGMs have not been widely adopted in Canada, there do not appear to be any Canadian corporate laws precluding their use. The Canada Business Corporations Act, the Business Corporations Act (Alberta), and the Business Corporations Act (Ontario) each clearly state that shareholder and director meetings may be held either partially or entirely through electronic means. The Business Corporations Act (British Columbia) similarly permits participation at AGMs through telephone or other communications mediums as long as the company's articles permit it and the shareholders are "able to communicate with each other". However, the British Columbia requirement for communication between shareholders introduces the issue of whether or not virtual AGM technologies must include private shareholder-to-shareholder communications as well. If these communications are recorded or logged, this could give rise to further complications.

It should also be noted that in general, companies have a high degree of flexibility with regards to how their meetings can be run, although some corporate statutes, including British Columbia, do require a meeting to be held in the province of incorporation absent regulator permission. This requires extra scrutiny of the measures used to hold the virtual AGM, including the designation of a deemed location in the minutes.

Even if virtual meetings are permitted under Canadian law, whether they are a recommended course of action is an entirely different matter. Based on the experiences of companies that have been using virtual-only AGMs, it would be wise for Canadian companies intending to switch to electronic meetings to ease their way into these processes instead of making any abrupt changes, so as to help avoid potential shareholder unrest.

For now, we likely won't see many Canadian companies conducting virtual AGMs. As it currently stands, the practical issues with holding a virtual meeting seem to outweigh any perceived benefits. While the practice of holding virtual AGMs is likely to develop over time, in the short term we are more likely to see companies continue to hold regular AGMs and to provide investors and shareholders with the opportunity to ask questions through investor conference calls.

The foregoing provides only an overview and does not constitute legal advice. Readers are cautioned against making any decisions based on this material alone. Rather, specific legal advice should be obtained.

© McMillan LLP 2016

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Ryan J. Black
Brandon Deans, Temporary Articled Student
In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:
  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.
  • Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.
    If you do not want us to provide your name and email address you may opt out by clicking here
    If you do not wish to receive any future announcements of products and services offered by Mondaq you may opt out by clicking here

    Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

    Use of

    You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


    Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

    The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


    Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

    • To allow you to personalize the Mondaq websites you are visiting.
    • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
    • To produce demographic feedback for our information providers who provide information free for your use.

    Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

    Information Collection and Use

    We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

    We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

    Mondaq News Alerts

    In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


    A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

    Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

    Log Files

    We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


    This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

    Surveys & Contests

    From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


    If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


    From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

    *** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .


    This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

    Correcting/Updating Personal Information

    If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

    Notification of Changes

    If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

    How to contact Mondaq

    You can contact us with comments or queries at

    If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.

    By clicking Register you state you have read and agree to our Terms and Conditions