With the Intent to facilitate the Globalized Corporate structure in their endeavor to meet the Statutory Compliance’s in adherence to good Corporate Governance practices, the Ministry has introduced the much awaited concept of enabling participation of Directors in the meeting of the Board/Committee through video conferencing. This initiative is not only a big boom for the large Corporate houses and Multinational Companies towards e-governance but will also promote green initiatives. This provision was severally required in order to enable the active participation of various board members placed globally.
Issues which might arise in the practical implementation of conducting meetings through video conferencing are addressed to with the help of Information Technology Act, 2000 vide sections 2,4,5,13,81 of the Information Technology Act, 2000 read with the relevant provisions of the Companies Act, 1956.
The Ministry has vide General Circular No. 28/2011 dt. 20/05/2011 not only enabled the participation of the directors in the meeting of the Board/Committees through electronic mode, but also clarified on numerous technical issues essential for the smooth and effective implementation of the process. The important aspect here is that without amending the Articles of Association (AOA), the company can conduct meetings through video conference unless the AOA specifically prohibits the same.
Steps involved:
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Notice of the Board Meeting shall be circulated to all the directors and notice shall clearly mention that the directors can participate through the electronic mode (i.e. audio-visual electronic communication facility, Tele conferencing or Audio Conferencing or participation through Telephone/Mobile is not allowed) and shall give the information about the access of such facility.
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Notice of the meeting shall seek confirmation from the director whether he is willing to attend the meeting physically or through video conferencing. In the absence of any confirmation from the director, it will be presumed that he will attend the board meeting physically.
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The place where Chairman is sitting shall be taken as the place of the Board Meeting in terms of section 286 and all recordings shall be made at that place.
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At start of the board meeting through electronic mode, a Roll call shall be made by chairman , every director and record the following:
- Full Name of Director or Chairman
- Location
- and that he can completely and clearly see and communicate with each of other participants.
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The Directors attending through Video Conferencing will be counted for the purpose of quorum.
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The Chairman shall confirm the participants of the directors in the meeting who are physically present. After the roll call the chairman certify the existence of the quorum.
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The Chairman can commence the proceeding after ascertaining the quorum.
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If a motion is objected and there is a need to vote, the Chairman/ Secretary should call the roll and note the vote of each director.
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The statutory registers which are required to be placed in the Board meeting shall be placed before the Chairman for compliance of the Act. With reference to the signing requirements of statutory registers for instance u/s 301, it shall be deemed to have been signed by directors participating through electronic mode if they have given their consent to this effect in that meeting.
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At the close of the meeting, the Chairman shall announce the summary of the decisions taken in that meeting in respect to the agenda item and names of the directors in favor and not in favor with it.
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A roll call shall be made at the conclusion of the meeting as specified above and video recording of this specific part of the meeting shall preserved for one year.
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Draft minutes of the meeting shall be circulated in soft copy with in 7 days of the meeting for comments / confirmation to the directors who attended the meeting to dispel all doubts on matters taken up during the meeting. Thereafter, the minutes shall be entered in the minute books as prescribed under section 193 of the Act. The minutes shall also disclose the particulars of the Directors who attended the meeting through electronic mode.