Details about Company Board Meeting conducted through Video Conference
In India, registered companies are expected to hold the initial meeting of Board of Directors within the duration of 30 days of registration of the company. On successful completion of the first board meeting, companies must carry out a bare minimum of 4 board meetings annually. Furthermore, there should not be more than 120 days disparity in between meeting. The prevalent use of video conferencing and teleconferencing has led to conduction of Board Meetings electronically.
What are the requirements for conducting Board Meeting on Video Conference?
In order to conduct a company board meeting via video conference, it is necessary for the Chairperson as well as the company secretary to take measures to preserve the uprightness of the meeting. This can be done by making certain that adequate safety measures and identification procedures are followed. In addition, actions must be taken to offer suitable video conferencing and/or audio-visual apparatus or services for the effectual contribution of the directors. Furthermore, there must be a course of action intended to record board meeting events and to assemble the recording. This is necessary for the protection of data until the conclusion of appraisal for the specific year.
Notification of Board Meeting for Video Conferencing
In order to get access to video conferencing facility for a board meeting, a notice of board meeting has to be forwarded to all the Directors. This notification shall inform of the amenities and procedure that have to be followed for taking part in a video conferencing. In case of Directors who anticipate participation by means of video or teleconferencing, must suggest the Chairperson and/or the Company Secretary at the onset of the calendar year. On successful presentation of the intimation, the statement would be legitimate for one year. In the lack of any intimation, it would be tacit by that the director of the company would attend the board meeting in person.
Management of the Board Meeting
No entity except the Chairperson, Company Secretary, Directors, and any other individual whose occurrence is essential as per the Board rules, can be permitted admission to the location where a director is attending the meeting, physically as well as electronically, devoid of the authorization by the Board from the initiation of the meeting and until the termination of each meeting. Before the initiation of each Company Board Meeting, the Chairperson should check the attendance. In addition, every Director who will join the Board Meeting through video or telephone conferencing must assert the following:On verifying the attendance, the Chairperson or the Company Secretary can notify the Board about the identity of persons except the directors, who are in attendance for the specified meeting, and corroborate that the requisite quorum is concluded. The below-mentioned variety of matters cannot be included in the conversation in a board meeting carried out through video conference : The number of Board Meetings that are conducted through video conferencing, for those meetings, the programmed setting of the meeting would be the site declared in the notice that summoned the meeting. This shall be conducted in India. Additionally, the legislative registers, which are essential and are placed in the Board meeting, should be positioned at the scheduled location in India. Moreover, it has to be been authorized by the directors participating through:
- The Name
- The Site from where he or she is participating
- The notification was received including the agenda as well as all the relevant material for the meeting.
- No one apart from the concerned director, who is attending the meeting has access to the procedures of the meeting at the location from where he or she is contributing.
- Approval of the matter relevant to amalgamation, merger, de-merger, acquisition, and takeover.
- Approval of the annual financial statements.
- Approval of the Board’s report.
- Approval of the prospectus.
- Audit Committee Meetings concerning the accounts.Video conferencing only if they have provided their approval and it is recorded.
Conclusion of a Board Meeting
Once the Board Meeting is successfully completed, transcripts should be outlined and forwarded to all the Directors within the duration of fifteen days. The transcripts are meant to reveal details of the directors who were present at the meeting via video conferencing or telephone conference. Subsequent to the distribution of draft minutes, the directors who were present at the meeting, in person or via video conferencing should verify or provide a remark in writing about the exactness of recording in the draft minutes, within the duration of seven days. On successful completion of this step, the minutes must be inserted in the minute book and authorized by the Chairperson. Concisely, “Details about Company Board Meetings conducted through Video Conference”, sheds light on how board meetings can be easily conducted in this electronic age.