Apart from the catering at the end of the event, nothing was missing: “In terms of content, our digital general meeting is the same as its physical counterpart, including all shareholder rights,” says Alexandra Sowa, who is responsible for developing the new “virtual general meeting” service at daura. This means shareholders actively participate in discussions and can, for example, submit resubmission requests, vote, and receive voting results live. daura AG, which operates a platform for digital shares as its core business, put the solution together within three weeks. Time was of the essence. Due to the COVID-19 situation and ban on assembly, there was urgent need for a replacement digital solution.

tilbago as a pilot customer

tilbago, the Swiss market leader in online debt collection, tested daura’s “virtual general meeting” as a pilot customer and was involved in the development of functions together with VNTR | Innovation & Venturing by PostFinance (see last section). This was not the first time the two companies had collaborated. At VNTR’s initiative, tilbago, in which PostFinance has a stake, digitized its register of shareholders via daura in 2019 and later became the first company to carry out a capital increase via the platform – also as a test customer. “Our pilot role at the virtual GM via daura was the obvious next step,” says Harley Krohmer, chair of the Board of Directors at tilbago. 

Useful additional functions imported

Holding a virtual general meeting makes sense, given tilbago’s digital DNA. The company provides its customers with an automated, innovative debt collection process – from digital initiation of debt collection to the digital management of certificates of loss – and it also relies on maximum digitization for its own processes. As a test and pilot customer, the company was happy to take on the task of introducing potential for improvement during the development of the daura solution. David Ammann, Secretary to the Board of Directors at tilbago, explains: “We tried to take into account all eventualities that could be relevant at a tilbago GM or for the granting of shareholder rights, and to clarify relevant questions. For example, what if mistakes occur during voting or there are additional items that need to be voted on? What needs to be considered when convening a virtual general meeting and what options are required? Or how can we, for example, record requests to speak from the shareholders in the daura platform’s minutes if they can’t be edited simultaneously or retroactively?” This critical evaluation meant some additional functions could be incorporated into the daura solution. Alexandra Sowa explains: “The greatest challenge in development was the mapping of the legal side with the different majorities that must be considered when making resolutions. The input from VNTR and tilbago helped us enormously.”

Less workload for shareholders

Harley Krohmer believes the greatest advantage of a virtual GM is the low workload and high degree of flexibility. “At our first virtual GM on 25 June 2020, it was easy for our shareholders to participate in the meeting and to vote live from their home office,” he says. In particular, he appreciates the interaction between shareholders and the Board of Directors or management – with questions and comments that would not be possible with written authorizations, for example. 

Also possible in hybrid form

As a company that has digitized its register of shareholders via daura, tilbago also benefits from full service when it comes to its corporate governance documents. All information is securely stored on the blockchain via daura - including the GM minutes. The simple and intuitive daura solution is also available to all non-customers. “It can be used by all private limited companies in Switzerland,” says Sowa. This includes companies that do not wish to relinquish personal contact with their shareholders. “We offer a hybrid model for this purpose, in which some of the shareholders are on-site, while the others can participate virtually.” 

The role of VNTR

As PostFinance’s innovation team, VNTR’s task is discovering, testing and implementing new, future-oriented solutions. This includes driving forward and testing innovative ideas as part of collaborations and participations based on various forms of cooperation. “We have been in communication with daura since the public launch and have tested and used the platform in various ways with tilbago and other companies,” explains Sergio Consonni. “This is a great opportunity for us to get to know innovative products and receive feedback – including with regard to a possible recommendation for our business customers.” 

Good to know: virtual general meetings in future

The  COVID-19 ordinance from the Federal Council created an explicit basis for the holding of virtual general meetings, while also providing for a physical “residual meeting”. What’s next for virtual general meetings? The reform of the law on companies limited by shares and the revision of the Swiss Code of Obligations – provided it passes – will create the general basis for holding general meetings virtually in future.