Why 2026 AGM Season Is Different
The formal AGM agenda for a UK company is defined by the Companies Act and (for PLCs) the UK Corporate Governance Code. The mandatory items — accounts approval, director appointments, auditor appointment, share authorities — have not changed. What has changed is the expectation for the Q&A section and the informal briefing content that accompanies the formal agenda.
Institutional shareholders (through their stewardship teams) and non-executive directors alike have consistently signalled through the 2025 AGM cycle that three specific areas will be probed in 2026. The CFO who arrives at the AGM briefing with a clear, concise position on each starts the meeting on the front foot; the CFO who has not thought them through in advance spends the meeting reactive.
Item One: How the Board Oversees AI Use
The question that shareholders and non-executive directors are asking is not "do you use AI" — it is now assumed you do. The question is how the board is oversseeing that use. Three sub-questions typically follow:
- What has been capitalised and on what useful economic life? The accounts will disclose this if material. Be prepared to explain the policy in one paragraph — see our earlier piece on IAS 38 for AI products for the substantive treatment. The AGM position: our policy is x, our capitalisation this year was y, our largest single asset has a useful life of z.
- How is the board comfortable that AI failure risk is under control? This is asking about governance frameworks — see our May piece on AI Agent Governance. The AGM position: we have a documented taxonomy of AI agents by autonomy tier, spend caps and monitoring on the material ones, and quarterly board review of the register.
- How is the board thinking about AI-specific ethical or regulatory risk? For fintech, this includes fair-lending exposure if algorithmic underwriting is used, Consumer Duty implications if AI touches customer outcomes, and EU AI Act extraterritorial application. The AGM position: we have identified the specific applicable frameworks, we know which of them apply to us today, and we have a compliance roadmap where obligations phase in.
Item Two: Geopolitical Risk Disclosure
Geopolitical risk was not a standing agenda item in 2018. In 2026 it is. Institutional shareholders are asking companies to articulate, in a way that is neither dismissive nor alarmist, what their material geopolitical exposures are and how the board is monitoring them.
For a UK fintech in 2026, the specific exposures that come up:
- US customer or revenue concentration. Any tariff, regulatory change, or extraterritorial application of US law that affects material revenue.
- EU regulatory divergence. Where UK and EU rules are drifting apart (MiCA vs the UK crypto regime, DORA extraterritoriality, GDPR-UK GDPR variance) and what operational cost that is creating.
- Cloud and vendor concentration. Which hyperscaler hosts your data, which region, and whether your business would continue if that provider's operations were disrupted.
- Payment rails and correspondent banking. For fintechs with international payment flows, any concentration risk on the correspondent banking side or on specific rails.
The AGM position is not that these risks are eliminated; it is that they have been identified, quantified where possible, and are being monitored. A one-page geopolitical risk map — as we describe in the H1 board pack redesign piece — is exactly the artefact non-executive directors want to have referenced from the AGM podium.
Item Three: Reforecast Credibility
The third standing item is a question about follow-through. Investors want to know whether the year-end commitments the company made at last year's AGM have held up to actual performance, whether the current-year plan is on track, and if not, how management has responded.
The CFO material for this section is the mid-year reforecast, prepared per the framework in our earlier June piece. The board and shareholder-facing question is: what did we tell you at the last AGM, how are we doing against it, and if we are off, what have we changed. Named, specific, and measurable answers — not generalities.
"AGM season used to be the moment to sign off the previous year. In 2026 it is the moment to demonstrate the credibility of the current year — the reforecast held up to real conditions, AI use is governed, geopolitical risk is thought through. Non-executive directors and institutional shareholders now expect this material as standing, not exceptional."
The CFO Prep Timeline
For a private company with a March financial year-end (AGM by end of December, technically) or a public company with a December financial year-end (AGM by end of June), the CFO prep for AGM season follows a similar pattern.
Key Takeaways
- UK AGM statutory windows: nine months from accounting reference period end for private companies, six months from financial year-end for PLCs. Companies Act 2006.
- In 2026, three items have moved from ad-hoc to standing shareholder and non-executive director agenda: AI oversight, geopolitical risk, and reforecast credibility.
- AI oversight: three sub-questions — what has been capitalised and on what useful life, how failure risk is controlled, how ethical/regulatory risk is managed. Have a clear position on each.
- Geopolitical risk: one-page map of material exposures (US concentration, EU regulatory divergence, cloud concentration, payment rails), with a monitoring cadence.
- Reforecast credibility: mid-year view vs last AGM's commitments. Named, specific, measurable follow-through — not generalities.
- The Q&A rehearsal a week before the AGM is the highest-leverage single hour in the CFO's AGM prep.