Academic journal article ABA Banking Journal

8 Tips for Running a More Efficient Annual Shareholder Meeting

Academic journal article ABA Banking Journal

8 Tips for Running a More Efficient Annual Shareholder Meeting

Article excerpt

IN AN INDUSTRY as diverse as banking, there is no perfect approach to conducting an annual meeting of shareholders. But there is consensus that early and consistent preparation is essential.

"The first board of directors meeting of the year is time to make sure the board has a good idea of what is coming their way," says Jonathan Hightower, an Atlanta-based partner in the law firm Bryan Cave. The board must make sure the governance and nominating processes are on track before spring and summer, when most annual meetings are held, he adds.

Annual meeting rules vary by ownership structure. If a banking company's shares are traded on an exchange, the Securities and Exchange Commission's

requirements apply, covering issues such as disclosure and forward statements. Banks are exempt from SEC rules if shares are not listed, giving them more latitude.

"It all depends on your shareholder base," says Howard Jaffe, president and COO of Inland Bank and Trust Co., a $1.1 billion-asset bank in Oak Park, III. The requirements are simpler for private institutions like his, which has 270 shareholders, five of whom hold 90 percent of shares.

How can banks prepare? The following eight tips offer food for thought.

1 Predict attendance.

"You don't want an auditorium JL that will seat 500 if you're going to get 30, and you don't want a training room than will seat 50 if you'll have 200," says Lynn Casteel, principal with investor relations firm Casteel Schoenborn, and a former bank investor relations chief. Including a response card in the meeting notice is an easy way to gauge attendance.

2 Define responsibilities.

"For every one of our public company clients, we prepare a proxy season calendar and a responsibility list," Hightower says. "There are so many boxes to check, particularly for public companies, that it's easy for something to fall through the cracks otherwise."

3 Prepare a script.

"One of the biggest mistakes people make is trying to wing it when conducting the business portion of the meeting," Hightower says. …

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