Directors versus Shareholders: evaluating corporate governance in the UK using the AGM scorecard

This paper explores the role of the annual general meeting (AGM) in the mediation of tensions between the board of directors of a company and its shareholders. An evaluative framework is developed for assessing whether directors at any particular AGM appear to be making the meeting inclusive for the shareholders. Consideration is made at first of the place of the AGM as a corporate governance device, concluding that in recent times shareholder voting on resolutions and questioning of the board exhibit important features of self‐governance as opposed to external regulation. A scoring system is then developed for assessing whether an AGM favours the company or the shareholders, using twelve criteria to rank them. The results of observations of 22 AGMs over recent years in five industrial sectors are then analysed and assessed, with reasons for high and low scores being suggested.