Annual Meeting Security
Our Top 10 Tips For A Safe And Orderly Meeting
- Start from scratch – assuming all the worst–case scenarios you can imagine – then work towards a happy medium for your company, in light of present–day realities. Most companies tend to dust off the same old plan every year. As a result, security measures at some companies are far in excess of what’s required. Not only is this overly expensive, it makes a stockholder wonder “what are these guys afraid of?” But many other companies have been lulled into a false sense of security by years of uneventful meetings. In reality, they’re the ones that are the most vulnerable of all.
- Carefully assess all the areas of potential vulnerability you can think of: Labor/management issues are probably the number–one generator of unpleasant Annual Meeting "events", followed closely by anything that’s received a lot of press attention. If you’ve been targeted, or even approached by any organized or ad–hoc group, or if you’ve had consumer problems of any kind, you should be paying more attention to security than usual. Remember that letters to top management are among the best indicators and early–warning systems around. And don’t forget that problems outside your company – say at a major client, or involving an outside director – can "spill–over" into your meeting, even though they may not belong there.
- Consider the meeting itself: Hotels, even though a lot more expensive than the company cafeteria, are often your best bargain if security is an issue. They’re used to big meetings. They have security of their own. Meeting attendees tend to be on their best behavior. Picketers stay outside. Thus, while the company cafeteria or the school gym in a town where you have a factory might seem like a good deal, stockholders (in our experience at least) seem a lot more likely to act up – and to act– out – on turf they perceive to be "their own." And often, there are unanticipated problems with crowding, orderly egress, etc. in sites that are not really geared for large meetings. Accordingly, if you’re scheduled for a new site – or if it doesn’t come with the kind of "security infrastructure" that’s usually built into a hotel or a big–city building, extra planning is in order.
- Notify the police well in advance of your meeting and ask what other "events" that might somehow spill–over into your agenda are expected to be going on at the same date, time and place. Touch base with them early on the day of your meeting too. If special arrangements seem warranted they can help you ahead of time.
- Decide how visible you want your security arrangements to be:Sometimes a uniformed security officer at the entrance and at each corner of the room is warranted, following your due diligence. But usually, the ideal situation is to have "security types" that someone who’s up to no good would spot right away, but who’d be just another shareholder or employee to your average stockholder.
- Remember that annual meeting "security" should encompass everyone at the meeting: At many of the meetings we attended, virtually all the "security" is – or appears to be – directed toward the Chairman and the Board. Not only does this send the wrong message, it is the wrong message. And it’s a very dangerous approach to true Annual Meeting security.
- At least 40 days before the meeting – and on a regular basis thereafter – step up your effort to monitor the press, letters, calls and complaints to the executive suite, and any comments or letters that may come to the transfer agent or proxy tabulator. (Here’s where asking stockholders to request an admission card can help you, especially if you’ve done it for a few years. It’s a poor predictor or how many folks actually show up, but an upsurge in requests can be an early sign of trouble.
- Decide on your admission procedures well in advance and fine–tune them right up to the time the meeting is called to order: Most people we checked with cited the same set of best practices: Have an admission desk well apart from the actual meeting site. Have an adequate and diverse staff of friendly folks on hand – with badges to identify them as corporate hosts – at all the sites where attendees are free to roam. Don’t be overly tough on admission criteria unless, of course, you feel you have real reason to be concerned. Have a few experts on general stockholder relations issue and on spotting and defusing potential problems on hand to oversee the admissions area. Reception space that’s outside the meeting room is also a good idea. It allows you to spot, and deal appropriately with "potentially difficult people" before the meeting begins. Many folks who come loaded up for bear actually prefer to vent outside the meeting, if given a chance. And if stockholders can view a few exhibits, chat informally with management reps and have some coffee, it usually makes for a much more cordial, uneventful and therefore "safer" Annual Meeting.
- Hand out the Agenda and clearcut Rules of Conduct to everyone who registers. Ask that they read them before the meeting begins. Make sure the Chairman summarizes the rules at the outset, that he or she is prepped to insist that attendees stick to them... and to enforce the rules after a fair warning.
- Always have a script that will enable you to conclude the meeting and clear the room if need be. If you have the votes you need, have a signed proxy committee ballot in hand before the meeting convene... and, since they’ll usually be the focus – and the locus – of any serious disturbance, make sure the Directors have a readily accessible back–door exit that, one hopes, will never, ever be needed.