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Has your business had to adapt to virtual company meetings during the Coronavirus pandemic? Here are some of the key things to consider.
For many businesses the limitations imposed by Coronavirus and social distancing is having a major impact on board and shareholder meetings with most needing to be held virtually for the foreseeable future.
Directors typically have a significant amount of flexibility and autonomy about how they conduct meetings but should always consult the company’s Articles of Association to see if there are any express powers to hold meetings virtually or by telephone. If there are no powers for virtual meetings, directors may consider it appropriate to amend their Articles of Association to facilitate changes on how and when meetings can be held.
Are virtual company meetings legal?
The Companies Act 2006 generally allows electronic communications and even if a company’s Articles of Association do not expressly allow board meetings to be conducted electronically, we consider that any decisions would generally be legally effective.
If a virtual board meeting is held, directors must be able to engage effectively in the meeting and speak and be heard by all other directors present. Boards must still ensure that all meetings are quorate and that sufficient measures are in place during these challenging times.
The new Corporate Insolvency and Governance Act 2020 (Coronavirus) (Extension of the Relevant Period) Regulations 2020 allows companies to hold virtual AGMs regardless of the powers contained in their Articles of Association until 30 December 2020.
Shareholders entitled to attend the meeting must still be allowed to vote and companies must ensure they engage appropriately with shareholders and comply with any notice and quorum requirements in their Articles of Association.
What do you need to be aware of?
When running virtual company meetings, businesses should consider:
Technology – which platform is most suitable;
Confidentiality and data protection;
Access for all those entitled to participate; and
Voting, quorum and questions.
For additional information, we recommend that companies consult ICSA guidance on the legal and practical considerations companies need to think about when planning their AGMs during the Coronavirus pandemic.