In order to help companies struggling with the logistics of continuing good corporate governance during the on-going COVID-19 outbreak, the Chartered Governance Institute (ICSA) has published guidance on holding virtual board and committee meetings.
The key points are as follows (noting that this only covers meetings of directors and appointed committees and not shareholder meetings):
- Choose the right channel of communication: an audio conference call is likely to be more stable (particularly for large meetings), but video conferencing will be more engaging to the participants. However, video may not be practical if board members require a screen to view the meeting and a separate screen to view any board papers. If participants are having technical issues, it will be better to use audio than risk an ineffective meeting. Having IT support on standby will always be useful.
- To be effective, virtual meetings need to be well-structured and the participants prepared in advance. The chairperson should make sure she fully understands the relevant communication platform and is able to share documents on-screen where required.
- All board members should be given clear instructions in advance on how to access the meeting and a timed agenda. Board papers should be password-protected and either emailed to a work address (not a home address) or made available through a secure portal.
- The virtual meeting platform may allow the host to see who is present; even so, for the benefit of all the attendees, it would be worth holding a roll call at the start of the meeting. If a board member leaves the call, she should notify the chairperson. Participants should be asked to join the meeting from a quiet place and be on mute unless they are speaking. The chairperson will need to ask each director to speak their assent (or dissent) for each matter and have a method for indicating when a participant wishes to speak. The chairperson should also repeat what decisions have been reached at the end of the meeting.
- Where a director cannot attend, apologies for absence should be recorded at the meeting and the chairperson should speak to them beforehand to get their views (and afterwards to share the outcome of the meeting).
- Virtual meetings should be minuted as normal not recorded.
- Avoid private messaging during the meeting unless there have been clear protocols agreed with participants about how they should communicate between each other and with the chairperson.
- If virtual meetings are not practical, boards can consider passing written resolutions or (though not ideal, as directors' views may change as the email discussion progresses) agreeing to decisions by email. Alternatively, the directors may consider creating smaller committees of the board to deal with specific matters.
The Companies Act 2006 allows for electronic communication, but before any meeting, the articles of association should be checked as there may be specific requirements in relation to remote board or committee meetings.
With many organisations struggling under the weight of the impact of coronavirus, and traditional board meetings impossible because of the ‘Stay at Home’ measures now in place, boards are having to find novel ways of meeting to discuss how to steady the ship. Many people are not used to working from home and using technology to connect in this way.