Meeting place By facilitating AGMs for issuers, the exchange helps businesses maintain good governance JSE Investor Services (JIS) is best known as a share registry, maintaining official records of share ownership. It manages registers of shareholders for listed and unlisted companies, as well as for share schemes that distribute company shares to employees or stakeholders. ‘We are responsible for updating shareholder information and communicating with them on behalf of issuers,’ says JIS CEO Carol Crozier. JIS, a wholly owned subsidiary of the JSE, distributes biannual shareholding statements, integrated reports and other communications to shareholders. It also organises and hosts annual general meetings (AGMs). ‘AGMs are a vital element of good governance,’ says Crozier. ‘If you’re not providing a platform for your shareholders to engage, there will be repercussions – as there should be. Shareholders have the right to be heard.’ AGMs provide that platform – and JIS facilitates those meetings, on the JSE’s premises, for companies that require the service. AGMs typically take one of three formats: manual, virtual or hybrid meetings. ‘We provide manual meeting services as JIS, which allows for paper balloting,’ says Crozier. ‘This is the most cost-effective way of managing poll voting at a shareholders’ meeting, and it’s the perfect option for meetings with minimal shareholder attendance.’ However, the trend is towards virtual or hybrid AGMs. ‘This is the more inclusive option,’ says Crozier. ‘Some shareholders don’t want to – or can’t – attend in person, and hybrid AGMs allow them to join online.’ Here, JIS works with the Meeting Specialist (TMS), a B-BBEE enterprise that sits within the JSE. ‘We offer an end-to-end solution,’ says Crozier. ‘We handle all the communication, provide proxy solicitation and collate voting ahead of the AGM and at the meeting, and then we facilitate the AGM on the day.’ TMS facilitates more than 54% of shareholder meetings and works closely with various listed and unlisted entities, including the likes of Naspers, Old Mutual, Shoprite, Alexander Forbes, Growthpoint, Spar, Exxaro, Sun International, JSE, Cell C, Blu Label, Northam Platinum and Sibanye-Stillwater. Communication with shareholders is managed via JIS’ various contact points. ‘We’ve just launched WhatsApp as a communication tool,’ says Crozier. ‘Then we also have the JSE call centre and the walk-in centre on the ground floor of the JSE building in Sandton, as well as our back-office team, who handle the various queries. Shareholders are also notified about the AGM and receive the relevant information via the JSE ShareHub platform.’ JSE ShareHub creates an audit trail and allows issuers to post files that run the risk of being blocked by personal or business email firewalls. ‘In that sense, your ShareHub account acts as an independent mailbox, giving you a history of all the communications sent to you by the respective issuers,’ says Crozier. However, she emphasises that JIS’ services do not exclude people who do not have easy access to digital technology. ‘We would never assume that all shareholders have smartphones capable of clicking links,’ she says. ‘Where needed, we provide a device to those arriving to vote. This promotes inclusivity and good governance, and ensures all voting is visible and auditable.’ To that end, JIS also handles shareholder registration, ensuring that AGM attendees – whether online or in person – are on the voters’ roll and are eligible to attend. The intention throughout is to ensure that the interests of both the issuer and its stakeholders are protected. ‘When we moved to hybrid and virtual AGMs during the lockdown in 2020 and 2021, there was some criticism. The market felt shareholders had limited ability to engage,’ says Crozier. ‘JIS provides that ability, and we’ve managed it according to how the issuer wants their AGM to be run.’ Ultimately, she says, the AGM doesn’t belong to the JSE. It belongs to the issuer and its shareholders. Image: iStock