19 January, 2021
Q: We have been holding virtual board meetings over the last few months. Is there anything we need to consider as we continue to hold board meetings in this way?
A: Many companies had to quickly adapt last year to holding virtual board meetings. The way board meetings were conducted to deal with the challenges presented by Covid-19, and the way they must continue to be run over the coming months, it is worth ensuring there is a robust plan in place for the board to continue to meet on this basis.
Whilst the Companies Act 2006 generally allows e-communications, the articles should be checked for any provisions on telephone or video conferencing. The Model Articles allow directors’ meetings to be held remotely using video, telephone or other electronic means, however even if the Articles are not explicit on allowing board meeting electronically, it is generally deemed that the meetings will be legally effective.
The Company’s articles should also be reviewed for other practical issues such as the quorum requirements for board meetings, the appointment of alternate director and short notice as deemed appropriate etc. For any companies with overseas entities in the UK, there may be tax implications for companies that are no longer meeting in person and specialist advice on possible exemptions should be sought.
Given the speed with which companies had to adapt to holding virtual meetings, it also may be worth taking into consideration if any improvements can be made, to the meeting process. Boards should consider whether the frequency, length, format, and security arrangements for meetings remain fit for purpose for ongoing virtual meetings.
The Chartered Governance Institute (ICSA) has published a guidance note about virtual board meetings. Key points covered in the guidance are as follows:
If you need any help with managing board meetings generally, please contact us. All our contact details are on our website www.brucewallace.co.uk.
118 Pall Mall
Company registered in England and Wales number 8254957