During the COVID-19 Pandemic a typical feature of many Board Meetings and AGMs has been the use of telephonic, video or other means of electronic communication in order to facilitate attendance by some or all of the attendees without them being physically present at the meeting. Apart from Health and Safety considerations, this brings with it great time and cost savings. However, this practice can also give rise to uncertainty on the legal standing of such meetings.
As part of the Companies (Miscellaneous Provisions) (COVID-19) Act 2020, organisations are temporarily permitted to hold their annual general meetings (“AGMs”), and indeed extraordinary meetings (“EGMs”), virtually. In light of the ongoing pandemic and the necessary social distancing requirements and restrictions on gatherings of people, this amendment to the Companies Act 2014 and the Industrial and Provident Societies Act 1893, is a welcome one in facilitating businesses to operate.
Important matters to consider when holding a virtual meeting are the following:
Location of the Meeting:
Such a meeting, consisting of a conference of some or all of the attendees who are not in one place, but can participate by means of telephonic, video or other means of electronic communication, shall be deemed to take place:
- Where the largest group of those participating is assembled;
- If there is no such group, where the chairperson of the meeting then is;
- If neither (i) nor (ii) applies, in such location as the meeting itself decides.
Plan the Meeting in Advance:
In your planning try to mitigate against foreseeable problems as best you can. Some suggestions are:
- Set aside time to rehearse the meeting from start to finish;
- Send your communication materials to test users, to ensure that the instructions relating to accessing the platform are clear and concise;
- Test user access to the platform, and have a plan in place to deal with troubleshooting issues in real time;
- Ensure that only invitees can access the platform;
- Ensure that any materials you are providing ahead of time can be accessed by test users; and
- Test the functionality that will facilitate member participation on the platform (questions, voting, etc.).
Again, ensure that all of your testing includes users who will be relying on mobile devices. In taking the time to perform these tests you will significantly reduce the number of issues arising on the day of the meeting.
In order for such a meeting to be considered a valid meeting, each of the participants must be able (directly or by means of telephonic, video or other electronic communication) to speak to each of the others and to be heard by each of the others. It is therefore important to ensure that the equipment used is capable of allowing two-way participation by all attendees.
It is an offence if a company fails to record and retain minutes of Board Meetings. Meetings held using electronic communication are no different. Each person in attendance at the meeting recorded by the minutes should review the content of the draft minutes and confirm they are satisfied that they are an accurate record of the matters discussed before the minutes are signed by the Chairperson.
Should you have any questions or concerns regarding company meetings which are not addressed in this article, please feel free to contact Donagh Waters of McInerney Saunders.
Donagh Waters, Partner
T +353 1 8404029
This article is a selective analysis of certain legal aspects of company meetings in the opinion of the author and does not purport to be a comprehensive analysis of this legislative area. No responsibility is accepted by McInerney Saunders for any loss arising from actions taken or not taken as a result of material contained in this article.