February 2026 – The UK government has recently stated that it is “pressing ahead with plans to allow virtual AGMs” (Annual General Meetings). While hybrid meetings that combine physical and online participation can enhance accessibility, the Building Societies Members Association is concerned that supporting virtual-only AGMs would represent a backward step for member democracy and corporate governance standards in the UK.
These concerns arise from a recent ministerial statement to the press clarifying that the proposed changes “will give directors and shareholders the power to decide to hold fully virtual annual general meetings“. This goes beyond facilitating hybrid meetings and could remove the expectation of any in-person element.
The BSMA is not alone in its concern. Investor and governance bodies, including ShareAction and the Governance for Growth Investor Campaign, have warned that virtual-only AGMs risk undermining accountability. As ShareAction has noted:
“We should be extremely wary of AGMs that are conducted exclusively online with no in-person element. This makes it much easier for boards to manipulate the agenda, ignore questions and avoid scrutiny to the ultimate detriment of good governance.”
Recent experience demonstrates poor practices
These concerns are not theoretical. Experience of virtual-only AGMs demonstrates how control can shift disproportionately to the board. Chairs are able to select which questions are addressed and which are ignored, members are unable to engage with one another, and full transparency around member questions and responses is often lacking.
The BSMA is particularly concerned by the precedent set within the building society sector. Nationwide Building Society has moved to a virtual-only AGM model, despite earlier assurances given to members during the pandemic that virtual attendance would be used to supplement, not replace, physical meetings except in exceptional circumstances. No such exceptional circumstances have since been cited since Nationwide switched to virtual-only AGMs from 2023. The legality of such practice has been questioned by the Financial Reporting Council (see note below), and the ambiguity acknowledged by the Government.
The BSMA position
The BSMA understands that Nationwide is currently the only building society to hold legally questionable virtual-only AGMs; all other societies continue to provide members with the option to attend in person. This underlines that alternative approaches are both viable and widely adopted across the sector.
The BSMA believes that AGMs play a vital role in ensuring transparency, accountability, and meaningful member engagement. While technology can and should be used to broaden access, it should not be used to weaken scrutiny or limit members’ rights.
The BSMA therefore urges the government to reconsider its support for virtual-only AGMs and to ensure that any legislative changes protect the fundamental principles of good governance, including the right of members to meet boards face-to-face and to hold them properly to account.
Note
Page 5 of the FRC’s Good Practice Guidance for Company Meetings states:
“… there remains a lack of certainty as to whether s.311(b), along with s.360A of the [Companies] Act, permit virtual-only meetings. This is due to the interpretation of the word ‘place’.
“There is no agreement or judicial authority as to whether anything other than a physical location constitutes a ‘place’ for these purposes. Careful consideration should be given by companies if they are planning to hold virtual-only meetings and independent legal advice should be sought.”
The principal legislation for the building societies makes similar reference to “place” with regards to meetings of the society’s members, but makes the important differentiation of “place on that website” with regards to notices elsewhere. See Part III of Schedule 2, para (22B)(3)(b) of the Building Societies Act (1986).