Posted by James Worrall, Partner
Business alert: Guidance on virtual board meetings
The Chartered Governance Institute (“ICSA”) has published guidance for companies on holding virtual board meetings.
Practical recommendations include:
- Pick the right communication channel – if the technology does not work well the meeting will be less effective.
- Ensure that virtual meetings are well structured and avoid unnecessary complexity.
- Preparation is key.
- The Chairman will need additional techniques to run an orderly meeting.
- Ground rules for participants should be circulated to all those joining the meeting.
- Clear instructions on accessing the meeting system or app are essential.
- Good boardroom practices are even more necessary than for face-to-face meetings.
The Companies Act 2006 generally facilitates e-communications. Before holding a virtual board meeting however, companies should also check their articles of association for any provisions on telephone or video conferencing.
Where a virtual meeting is not possible, most articles of association permit board decisions to be made by written resolution. The wording of the resolution can generally be circulated by email and agreement can be given to it by email (i.e. it is often not necessary to sign and scan a copy back). Again, companies should check their articles of association for any provisions regarding written resolutions of the board.
The full guidance is available here.
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