Can a chairman limit your voice at an AGM?

The Star

22-05-2025

THIS AGM season, a troubling trend has emerged.
At a number of meetings, shareholders were greeted with a caveat before the question and answer session even began – each shareholder would be allowed to ask no more than two questions.
Some chairmen cited the need to manage time. Others framed it as an attempt to give everyone a fair chance to speak.
However, to many shareholders, these restrictions felt arbitrary, and worse, contrary to the very purpose of the AGM.
Points of order were raised. Frustrations boiled over. Shareholders reminded the meeting that the right to ask questions is fundamental and should not be reduced to a quota.
A general meeting is not a stage-managed broadcast, it is the formal forum where directors must listen and respond to those entrusted to serve.
In one particularly concerning case, minority shareholders who attended an AGM were not allowed to ask questions from the floor.
Shareholders were instructed to submit their queries in advance.
When they attempted to ask questions on the financial statements during the meeting, the chairman declined, saying answers would only be provided privately after the meeting.
This left shareholders disillusioned. Their questions were ignored, and the chairman failed to announce the voting results and ended the meeting abruptly.
Shareholders who had made the effort to attend left feeling dismissed and unheard.
In that instance, the AGM did not function as a platform for accountability; it felt more like a rubber-stamp exercise.
This raises a critical question: Can a chairman limit questions from the floor? And if so, to what extent?
The right to speak
The Companies Act 2016 gives shareholders the right to attend general meetings, speak on any matter relevant to the agenda, and vote on the resolutions tabled. These are not courtesies extended at the discretion of the chair, but rather legal entitlements.
A general meeting is the only formal platform where shareholders, particularly minority shareholders, can hold the board accountable face-to-face, ask questions, request clarification, and provide feedback.
The Malaysian Code on Corporate Governance (MCCG) further reinforces this by encouraging companies to engage shareholders actively and fairly during general meetings.
Good governance includes listening as much as disclosing. It is not just about producing glossy annual reports or delivering polished speeches, but about responding to concerns, addressing weaknesses, and showing that the board is genuinely accountable.
Restricting shareholders from speaking defeats the purpose of the meeting. After all, this is a once-a-year forum where key matters, financial performance, board composition, sustainability efforts, related party transactions, and the company's strategic direction are brought to the floor.
If shareholders are asked to vote on these issues but are denied the chance to ask questions, what does that say about the integrity of the process?
Engagement should not be procedural. It must be meaningful.
Managing time
To be fair, we must acknowledge that chairmen face practical challenges.
AGMs need to be run efficiently, and time must be managed. Not every question will be relevant or helpful.
Some shareholders may speak at length, revisit past issues, or repeat points already addressed.
There are also situations where vocal participants dominate the floor, limiting opportunities for others.
In light of this, it is understandable that chairmen seek ways to manage the flow of discussion.
But that responsibility must be exercised with discretion and fairness, not blanket rules.
Arbitrarily limiting each shareholder to two questions or requiring all questions to be submitted in writing before the meeting sends the wrong message.
It risks turning the AGM into a choreographed event, rather than a meaningful exchange of views.
There is a clear distinction between managing a meeting and suppressing scrutiny. Chairmen can, and should, set boundaries to ensure relevance and avoid disorder.
However, they must not shut the door entirely on shareholders' voices, especially when they seek answers on core matters such as audited accounts, business strategy, major transactions, executive remuneration, or related-party dealings.
If questions are irrelevant, they can be redirected.
If they are lengthy, they can be summarised. If time is running short, the board can respond in writing post-meeting or publish answers on the company's website. These are fair and reasonable tools.
But refusing to entertain questions or apply rigid caps without context is neither fair nor reasonable.
A better way forward
Chairmen must resist the temptation to control the meeting so tightly that they lose sight of its purpose. While limiting each shareholder to 'two questions' may seem efficient, it can also appear dismissive.
The better approach is to manage the session with structure, not restriction.
This includes grouping similar questions, prioritising those that relate directly to the resolutions, and encouraging written submissions without eliminating live engagement from the floor.
It also means responding in good faith, even when the questions are uncomfortable. Respecting shareholders does not mean agreeing with every question; it means acknowledging that shareholders have a right to be heard.
Company secretaries also play a vital role. They are the governance advisors to the board and should help ensure that AGM procedures strike the right balance, are efficient but inclusive, structured but open.
They can guide the Chair on handling sensitive or technical questions and ensure that the company adheres to good governance practices as expected of a listed entity.
Let them ask
The AGM is not just a compliance checkpoint. It is a moment of truth that tests the company's openness, the board's accountability, and shareholders' willingness to engage.
The chairman is the steward of that moment.
Let's be clear. Do not start the meeting by announcing restrictions.
Do not restrict shareholders to a fixed number of questions, as shareholders should be free to raise relevant issues, including those on the resolutions, financials or the company's business.
Do not dismiss questions on the grounds of inconvenience. Instead, welcome dialogue.
Invite questions. Manage them with fairness, structure, and respect.
Let shareholders ask. Then manage it well.
Dr Ismet Yusoff is the Minority Shareholders Watch Group chief executive officer. The views expressed here are the writer's own.