Getting Ahead of the 2027 AGM Season: Governance, Pay, Energy and AI Questions UK Boards Should Anticipate

The 2027 AGM season may feel distant, but the run-up begins now. Annual report drafting, remuneration decisions, proxy adviser engagement and investor meetings all take place before the notice of meeting is published. As 2026 closes, UK plc boards and investor-relations teams should assume that the questions they will face in 2027 are already being drafted by shareholders and their advisers.

The themes are not mysterious. Governance, executive pay, energy-cost resilience and artificial intelligence disclosure are all moving up the agenda. What matters is whether the board can answer the questions with evidence rather than assertion. This briefing sets out the five questions likely to shape the 2027 run-up and a practical preparation checklist for what to publish, rehearse and fix.

The five questions likely to shape the 2027 AGM run-up

1. How is the board governing artificial intelligence, and what is disclosed? Investors are moving beyond general statements about innovation. They want to know which AI uses are material to the business, who owns oversight, what human review exists, how data protection is managed and how the board tests third-party models. A generic paragraph in the annual report will not satisfy a question that is asked with a specific use case in mind. The board should be able to explain its AI inventory, its risk appetite and the controls around deployment.

2. Is executive pay aligned with cost discipline and long-term performance? After a period of higher energy costs and borrowing costs, remuneration committees should expect scrutiny of bonus metrics, vesting outcomes and the use of discretion. Investors will ask whether targets were stretching when set and whether any windfall gains have been adjusted. They will also look at pension alignment, shareholding requirements and the clarity of the remuneration report. The committee should prepare a short, evidence-based explanation of how pay reflects performance rather than relying on formulaic disclosure.

3. How resilient is the business to energy-cost volatility? Energy is no longer only a climate issue. For many UK companies it is a direct cost, a supply-chain risk and a capital allocation question. Investors will ask about hedging policy, contract expiry dates, pass-through arrangements and scenario analysis. Boards should be able to identify the sites or contracts that carry the greatest exposure and explain what would happen if prices moved sharply in either direction. The annual report should connect energy risk to strategy and risk management, not treat it as a standalone sustainability note.

4. Is governance renewal credible? Board composition, skills, succession and independence remain core investor concerns. Questions may focus on tenure, overboarding, diversity, committee membership and chair succession. Investors will compare the board's skills matrix with the company's strategy and ask whether the board has the capability to oversee AI, cyber, energy transition and regulatory change. A statement that the board is satisfied with its balance is not enough; the evidence should be visible in the annual report and the board evaluation process.

5. How is the board responding to shareholder dissent and engagement? Significant votes against a resolution are not forgotten at the next AGM. Investors will ask what the board heard, what it did and how it will report back. The engagement report should explain the substance of meetings with shareholders, not simply list dates. The chair of the relevant committee should be prepared to answer questions directly. Where a resolution attracted material opposition in 2026, the board should be able to show a clear follow-up.

What to publish before the 2027 notice

The annual report remains the primary disclosure document, but investors also look at the website, the notice of meeting and previous AGM statements. Boards should ensure consistency across all of them. The following items should be reviewed before the 2027 notice is finalised.

Strategy and risk narrative. The principal risks should reflect the board's current view of cash flow, customer concentration, energy costs, regulation and technology. If AI or energy has become material, the narrative should say so.

AI governance statement. The statement should identify material use cases, the board or committee responsible for oversight, the controls in place and the metrics used to monitor performance. It should avoid claiming more than the company can evidence.

Energy resilience disclosure. The report should cover hedging, contract renewals, cost pass-through and scenario analysis. It should explain how energy risk affects margins, capital expenditure and customer pricing.

Remuneration report and implementation statement. The committee should explain how the policy was applied, why the outcomes are fair and how discretion was used. Scenario tables and clear definitions help investors test the alignment between pay and performance.

Board skills matrix and succession summary. The matrix should be linked to strategy. The succession summary should explain how the board is addressing gaps, not simply confirm that a process exists.

Shareholder engagement report. The report should cover engagement during 2026, significant votes against, the board's response and any changes made as a result.

What to rehearse

Preparation is not only a disclosure exercise. The board should rehearse the Q&A that will take place in investor meetings and at the AGM itself. A mock session with the chair, chief executive, chief financial officer and committee chairs is more useful than a legal run-through of the notice.

Investor-relations teams should prepare short answers to the five questions above, supported by page references in the annual report. The answers should be consistent with the written disclosures and with each other. Proxy advisers will test the logic, and investors will notice if the chair and the remuneration committee chair give different accounts of the same decision.

The company secretary should also rehearse the mechanics of the AGM: the order of business, the process for questions, the polling arrangements and the handling of any technical questions about the notice. A well-run meeting does not guarantee support, but a poorly run meeting can turn a routine resolution into a governance story.

What to fix now

Some issues cannot be solved by better wording. They need action before the 2027 season begins.

Close data gaps. If the company does not have an AI inventory, an energy contract register or a clear record of shareholder engagement, it should build one. Investors increasingly ask for evidence, not narrative.

Test disclosure controls. The board should be satisfied that statements in the annual report can be supported by underlying records. This is particularly important for AI, energy and remuneration disclosures, where the risk of overclaiming is high.

Review remuneration metrics. The remuneration committee should check that targets remain stretching and that any discretion is documented. If performance has been affected by factors outside management's control, the committee should explain how it has responded.

Follow up on 2026 votes. Where shareholders expressed concern, the board should be able to show what changed. A repeated failure to respond can lead to larger votes against in 2027.

A practical timeline for the final weeks of 2026

In November and December 2026, boards should agree disclosure owners, gather evidence for AI and energy statements, review remuneration scenarios and close outstanding board evaluation actions. In January 2027, the annual report draft should be tested against the five questions. In February, the notice and report should be finalised, proxy advisers engaged and the Q&A rehearsed. By March and April, the focus shifts to investor meetings and the AGM itself.

The 2027 AGM season will reward boards that treat investor questions as a test of governance, not as a communication exercise. 3HR plc will continue to monitor UK market practice and publish practical guidance for clients and investors as the season approaches. The most effective preparation starts before the annual report is written, not after the questions have been asked.