Remote Board Meetings During Lock-down
As our recent posts on directors duties and shareholder engagement show, the role of directors in the current pandemic is increasingly challenging, as not only have they got to make some tough decisions, they are not able to meet in person to discuss the relevant issues and discharge their responsibilities.
Remote board meetings have been used by many companies in the past, and certainly telephone or video attendance is not unusual. However, the current pandemic has placed further pressure on directors, so we set out below a few issues to consider.
Firstly, make sure you communicate with each other in the best and most secure way. We have all become used to Teams, Zoom etc but often a telephone conference call is the safest and least likely to cause communication issues. However, we also all appreciate the advantages of actually seeing those with whom we are “meeting”, so fi the company and all the directors have the right and functioning technology, then a video call can be an effective forum for a board meeting. Do check your articles allow for online meetings however.
Regular contact with your fellow board members is increasingly important during this fast moving crisis, however a full board meeting might not always be necessary. Consider the use of committees, (again if the company’s articles allow for it) and also consider whether written resolutions can be used to take and record necessary actions. Do bear in mind, however, the importance of recording all key decisions made at this time and ensuring proper and reasonable analysis of the issue has been undertaken. Any challenge to decisions made further down the line will be less likely to succeed if due and proper consideration of the matter was taken by the board, and this is properly recorded. Any decisions made “informally” should be followed by a written resolution confirming the course of action.
As is always the case with board meetings, do ensure there is a clear agenda and the meeting is run in an orderly manner, with someone tasked to take the relevant minutes. A clear understanding of what decisions need to be made is key, and sending round key, relevant documents in plenty of time before the meeting will help smooth and due process. Remote meetings are no different to a more formal, face to face meeting, the agenda needs to be adhered to and all decisions noted and minuted. A recording can be taken to ensure an accurate record, but we would advise a hard copy of the minutes are circulated and approved by all the attendees. Do also bear in mind the potential security risks of sending round board papers and confidential information, if personal email addresses are being use an electronic portal may be a suitable tool.”
Contact our Corporate and Commercial team for more information.
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