Remote board meetings: how to get board resolutions passed amidst the COVID-19 crisis

One of the challenges that directors of companies may face during these unprecedented times is holding board meetings and passing board resolutions whilst still adhering to the social distancing rules and keeping safe.

Virtual board meetings are an efficient and relatively straight forward solution to this, and you may even find that you prefer to use virtual board meetings after the COVID-19 measures are lifted, particularly if you have a company with directors located in different countries.

One of the initial points to consider is which application is the best to use. I personally find that Virtual Office and Microsoft Teams work well, particularly if you want to share a screen with the other participants if certain documents need to be presented and approved.

It is now relatively common that a company’s articles of association (‘s) explicitly provide that board meetings can be conducted virtually however, it is important that prior to any board meeting being scheduled, you ensure that the provisions of the company’s articles of association are reviewed and adhered to.

In particular, check that there are no express restrictions within the articles of association that mean that the company cannot hold board meetings virtually or by telephone. If your existing articles of association do not allow it, then it is relatively straight forward to amend.

Once you have established that the company is permitted to hold board meetings virtually, you should ensure that all directors entitled to receive notice give their express consent for the meeting to be held by such means. Once agreed, it is important to circulate clear joining instructions to those entitled to attend the board meeting, together with an agenda so that the board meeting can run as efficiently as possible. Clear communication is key here so provided everyone has access to the appropriate technology to join, there is no reason why audio communication cannot be sufficient.

Lastly, ensuring board minutes of the board meeting are drawn up and circulated to each director for approval is crucial to ensure that an accurate record of the business transacted is kept.

If you have any queries, then our Company Secretarial Team are here to help.