Company Secretarial update: Virtual board meetings

Published: Tuesday 12 May 2020

COVID-19 has forced boards to adapt to meeting virtually. Are these meetings valid? The good news is – yes! Not just for now, but for the future as well. 

Virtual meetings can save time, cost and the planet by reducing your carbon footprint. 

The Companies Act 2006 facilitates e-communications. In addition, e-communications are permitted by the Electronic Communications Act 2000. You should check the articles of association for your company for any provisions relating to telephone or video conferencing. You may consider amending your articles to allow for virtual meetings and e-communications and, in doing so, future-proof your company.  

Whichever method you choose, you should still prepare minutes of the meeting, which can be signed electronically by the Chair. 

We have put together some tips below for holding your board meeting virtually, along with a board meeting minute template tailored to a virtual meeting. 

Virtual meeting tips

The best tip is to organise your actions into ‘before’, ‘during’ and ‘after’ the meeting.

Before

  • Review the companies articles. Can directors’ board meetings be held remotely? Identify the enabling provision in the company’s articles of association or whether the articles are silent. 
  • Give notice of the meeting and obtain express consent from each director that they agree to the meeting being held virtually. There is no formal procedure for this and a phone call or email will be fine. 
  • Audio only is recommended for large meetings as too many video images can serve as a distraction. 
  • Circulate the board packs, including the agenda, ground rules and platform login details for the virtual meeting. Ensure all documents sent by email are password protected and the password should follow in a separate email. Be mindful of cyber security threats, which are more prevalent at present. 
  • It is suggested that due to ‘online traffic’, meetings be arranged just before or after the hour to avoid busy times. 

During

  • All attendees should log into the meeting ten minutes ahead of schedule to allow time to resolve IT and/or login issues. Have IT support on standby throughout. 
  • The requirements as to the quorum must still be met and continue to be met throughout the meeting.  
  • All directors must be able to hear and speak at the meeting effectively. If there are issues with background noise or people speaking over one another, the Chair may suggest muting non-speakers. 
  • Minutes should be taken as normal by the company secretary (or a nominated person). Recording the meeting is not recommended best practice. 

After

  • The minutes should be circulated to all directors to ensure everything in the meeting is captured before being signed by the Chair. 
  • The Chair may sign using an electronic signature.
  • Ask for feedback once finished, to allow for improvements and/or effective meetings going forward. 

Alternative to a virtual meeting

A virtual meeting should be the preferred method as it allows the directors to communicate with each other. In cases where it is impossible to arrange a meeting with a quorum present, a written resolution of the directors may be used as an alternative. However, you should bear in mind that this requires the approval and signature of all of the directors of the company. 

Please do get in touch with Hazlewoods Company Secretarial team should you have any questions. 

Key contacts

Colette Reeves, BA LLB MSc FCG
Colette Reeves, BA LLB MSc FCG
Director, Governance and Compliance Services
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