Virtual meetings are quickly becoming “the new norm” and whilst they have many benefits, they can also create several legal and practical challenges. Here are our top tips to ensure that your meetings are organised properly and conducted efficiently:
This guidance note/article assumes that your organisation is permitted to hold virtual meetings in accordance with its governing documents and/or is a “qualifying body” under the Corporate Insolvency and Governance Act 2020 (the Act). For more information and to find out if your organisation is a “qualifying body”, please see our article:Holding Remote Meetings
PLANNING THE MEETING
- Meeting platform: choose a meeting platform which is accessible and easy to navigate. Depending on the numbers involved, mainstream platforms like Facetime, Zoom or Microsoft Teams might be an option. For large numbers, a more bespoke online meeting platform might be more suitable, where the participants register before logging in and are able to submit votes electronically via their computer or device. Many online platforms also offer translation services which can be important factor for some organisations. The ability to join the meeting by telephone should also be offered for those attendees in areas with weak or unreliable internet connection.
- Notice: ensure notice is given to all those who are entitled to receive notice it in the form, and within the notice periods, set out in the governing documents (or by statutory if they are silent). This is particularly important for board and shareholder/member meetings since the meeting will be invalid if the requisite notice periods are not given.
- Proxies: if any shareholders/members are required to vote at the meeting, encourage them to return proxy forms appointing the chair as their proxy, even if they plan to attend the virtual meeting. Submitting a proxy form will not preclude them from attending the meeting virtually but it may ensure that their vote is considered if their technology fails before they are able to cast their vote. Proxy forms are also useful from a quorum perspective (see below). Due to their importance in a virtual context, organisations should use the flexibilities of the Act to their advantage and allow members to return their proxy forms digitally right up to the time of the meeting.
- Quorum: make tentative enquiries to ensure that the necessary number of people required to form a quorum, as set out in the governing documents, are available for the meeting before sending the notice. The meeting will be invalid if a quorum is not present. If there are insufficient numbers at the meeting, may be possible to count the proxies to satisfy the quorum requirements, but you would need to check the governing documents before doing this. Note: directors are not able to appoint proxies unless specifically permitted to do so in the governing documents.
- Anticipate queries: send a covering letter with the notice explaining how the meeting will operate and, if necessary, a Q&A sheets anticipating the various questions which may be asked by shareholders/members who are not involved in the day to day running of the organisation. In addition, invite attendees to submit questions about the business to be discussed at the meeting in advance. This will help to streamline the meeting and ensure that the queries are addressed.
- Script: prepare a script for the chairperson. This helps keep the meeting on track and ensures all relevant business is covered. For less formal meetings, prepare an agenda to maintain focus at the meeting.
- Trial run: offer a trial run 30-45 minutes before the meeting is due to start. This ensures everyone has enough time to log on and means any teething problems with technology will be dealt with before the meeting rather than having to delay the meeting itself.
CONDUCTING THE MEETING
- Attendees: maintain an accurate record of attendees. If there is no formal registration offered as part of the online meeting platform, the secretary or governance officer can undertake a roll call, which also gives everyone the opportunity to make sure that their microphones are working properly if a trial run was not offered.
- Ground rules: the chair should set out some ground rules at the start of the meeting, such as:
- asking evening to keep their microphones on mute when not speaking to avoid background noise;
- explaining that comments and questions will be invited at appropriate intervals during the meeting. Some online platforms have a facility where questions can be sent to the chair online but otherwise, members should be asked to raise their hands and wait for the chair to invite them to speak to avoid attendees talking over each other. Anyone attending by telephone and not visible during the meeting, should be asked specifically if they have any questions; and
- requesting that members state their name before asking a question so that everyone knows who is speaking, particularly those attending by telephone who cannot see the speaker.
- Voting: the most appropriate method of voting should be considered. The Corporate Insolvency and Governance Act 2020 removes the right of a member/shareholder in a “qualifying body” to vote in a particular way. As long as they have been given the right to vote, those votes can be cast in whichever way best suits the organisation which could involve appointing the chair as proxy or voting on a show of hands at the meeting or by conducting a poll or ballot. Any organisation which is not a “qualifying body” must comply with the voting requirements in its governing documents. For more information and to find out if your organisation is a “qualifying body”, please see our article: Holding Remote Meetings
The Virtual Meetings Series: