Historically, companies listed in the UK market have tended to avoid the introduction of ‘virtual’ (otherwise known as ‘virtual-only’) meetings. These meetings are held exclusively online, with no physical location for shareholders to attend and question company directors in person.
During the COVID-19 pandemic, many UK-listed companies introduced amendments to their Articles of Association to allow for the holding of ‘hybrid’ meetings (i.e., meetings that permit shareholders to either attend in person or join electronically). After the COVID-19 lockdowns came to an end, a sizeable number of companies decided to retain this electronic element, whereas others returned to exclusively ‘physical’ (otherwise known as ‘in-person’) meetings.
Indeed, the number of UK-listed companies holding virtual-only meetings remains a small minority, with attempts to amend articles to allow for meetings to be held exclusively in the virtual format often receiving significant levels of dissent from shareholders. During the 2025 proxy season, approximately 1% of UK AGMs were held virtually. Like many European markets, the majority continue to be held in person, although a sizeable minority are held in the hybrid format.
This contrasts with a number of other prominent markets worldwide. For instance, virtual meetings became widely adopted in Germany following the enactment of legislation in July 2022, which replaced temporary COVID-19 measures with a permanent legal basis for their use. German companies often highlight the cost savings and logistical efficiencies of the virtual format, as well as the sustainability benefits and the previously low attendance rates of in-person meetings.
Nonetheless, some investors have expressed concern with its normalisation in the German market and the ensuing ramifications for shareholder rights, especially the reduced ability of shareholders to communicate directly with management on relevant issues. This is particularly impactful where there is an important corporate governance issue to be discussed (e.g., a significant change in board structure, new remuneration arrangements, etc.). Push back against virtual meetings has also been seen in the Canadian market, where the number of companies using the virtual format declined during the 2025 proxy season.
It should also be noted that, it is German market practice for companies that hold virtual meetings to offer shareholders a vote every few years (a maximum of five years by law, but in practice often two) on whether the ability to hold virtual meetings should continue going forward.
In December 2025, the CG100 (the representative body of FTSE 100 general counsel and company secretaries) published guidance on virtual meetings. The guidance largely mirrors elements of German market practice and was in anticipation of proposed government amendments to clarify that virtual meetings are expressly permitted. These amendments were to be incorporated in the Audit Reform Bill before the legislation was scrapped in January 2026. However, the UK Government has stated that it intends to press ahead with “plans to allow virtual AGMs and streamline corporate reporting”. Nonetheless, as of yet, it is unclear via which framework this will be achieved.
UK market sentiment has historically remained opposed to the introduction of virtual meetings on the grounds that they can hinder investor engagement and enable boards to avoid uncomfortable questions.
However, in recent years some commentators have given various reasons why they believe shareholder meetings may move in the direction of virtual-only affairs in the future. Indeed, the GC100 has long advocated that it should do so. In 2021, it published a discussion paper, which argued that the virtual format could democratise meetings and increase the participation of shareholders, thereby deepening investor engagement. Haleon Plc, which is one of the few UK-listed companies that holds a virtual meeting annually, stated in the Notice of its 2025 AGM that the format allows it to “maximise engagement” with its shareholders, given that a significant majority of its share ownership is situated outside the UK.
Another reason often given in favour of the virtual format is the threats posed to directors and shareholders alike by the increasingly polarised global landscape. This leaves many companies—particularly those operating in controversial sectors – vulnerable to disruptive activism, intimidation, and even violent acts. For some, this has required increased security measures, which in turn has increased the costs associated with holding a shareholder meeting in a large physical venue. For instance, according to the Financial Times, some of the UK’s largest banks “were tired of having to lay on security to deal with protesters interrupting meetings”. Consequently, it is not surprising that the option to switch to an exclusively virtual approach may seem attractive for some companies.
Finally, another reason cited by the CG100 in its discussion paper is the potential for virtual meetings to allow shareholders to submit multiple questions electronically and join only those portions of the meeting they deem relevant. However, it is noted that this could also be achieved through a hybrid format (albeit at a higher cost, due to the need to organise the meeting physically as well as electronically).
Nonetheless, whether the CG100’s recent guidance, coupled with the eventual clarification of corporate law, gives UK-listed companies the confidence to put forward resolutions seeking article amendments in favour of virtual meetings during the 2026 proxy season is yet to be seen.
A new meeting format
During the 2025 proxy season, ISS noted the emergence of a new meeting format at a small number of UK-listed companies that did not fit comfortably into the physical, hybrid, and virtual trichotomy utilised in recent years. Coined ‘digital-first’ or ‘digitally-enabled’ meetings by some commentators, at first glance the format appears similar to a hybrid meeting, insofar as it allows shareholders to attend in person or by electronic means. However, where it differs is that the directors are not necessarily in the same physical location as shareholders, such meetings being carried out under ‘studio conditions’ either online or in a separate room. As a result, the physical space becomes a venue for shareholders to connect with one another, rather than facilitating physical proximity to directors and company representatives.
Naturally, this leads one to conclude that such meetings have more similarities with virtual than hybrid meetings, despite the availability of a physical space for shareholders to attend. This has been clarified in the 2026 update to ISS’ UK and Ireland Voting Guidelines, with a footnote being added to provide a definition for physical meetings:
“The phrase ‘in-person meeting’ refers to a meeting in which participating shareholders and board members meet in a specified physical location together. At in-person meetings, shareholders and board members are physically present, enabling direct, in-person interaction.”
As a result, digital-first or digitally-enabled meetings are to be treated as de facto virtual meetings for the purposes of providing benchmark recommendations.
ISS will keep market practice in relation to virtual meetings, as well as the development of this new format, under review during the 2026 proxy season.
By: Tom Inchley
