NSE GUIDELINES ON VIRTUAL COMPANY MEETINGS

A virtual meeting occurs when people, irrespective of their physical location, are able to convene a meeting and communicate effectively via the internet using technological tools such as teleconference, web conference and video conference.

On 15 April 2020, the NSE issued guidelines on Virtual Meetings for Board, Committee and Management Meetings (Guidelines) of Companies. This article highlights salient best practices and procedures in the Guidelines that should be considered by any company that wants to carry out a successful virtual meeting.

• The articles and memorandum of association of a company should authorize virtual meetings as the relevant company law (Companies and Allied Matters Act Cap C20 LFN 2004, CAMA) is silent on the issue of virtual meetings but does not expressly prohibit virtual meetings.
• The company objectives, preferences, costs, stakeholder’s concerns and interest, adequate availability of technology, equal access of in-person and online participants must be taken into consideration.
• A precise agenda must be prepared and sent to all participants, with consideration of documents and presentations given specific time slots. The time for each agenda must be strictly adhered to so as to avoid losing the attention of participants during the meeting.
• The agenda should ensure external attendees make their presentation at the beginning of the meeting so they can leave after their presentation and allow members focus on other items on the agenda.
• Attendance of participants at the meeting must be confirmed and communicated to the Chairperson prior to the meeting.
• The relevant equipment, connection requirements, codes/links must be made available to participants well ahead of the meeting.
• All meeting materials required by CAMA as well as the Board/Committee or Management’s Charter or terms of Reference must be circulated to members or participants ahead of the meeting.
• The Virtual Meeting Policies of the Company should also be prepared and disseminated to participants prior to the meeting.
• All equipment required for the meeting as well as meeting set up must be proactively procured and carried out ahead of the meeting. User friendly gadgets should be explored to encourage adoption by participants.

• The availability of technical support should be communicated to participants. The company’s technology team must be present and available prior to and during the meeting to render the necessary support.
• An alternative means of reaching participants (emails, phone calls, other voice and data contact) who lose connection during the meeting must be obtained.
• Any change to the agenda, conference call-in number/links, major disruption or change must be promptly communicated to participants.
• The security of the virtual meeting must be priority. A technology and information security team/personnel should be available to provide guidance on ways to avoid hacking, hijacking, eavesdropping, infiltration or manipulation of the meeting.
• Prior to the sending of any material or information on the meeting, the contact details (telephone number, electronic mails ad electronic profiles) of attendees must be revalidated (at reasonable intervals). This is to ensure that meeting invites and materials are not sent to obsolete addresses or details already hacked or hijacked by cybercriminals.
• Meeting log-in details should be sent on the day of the meeting or a day prior to the meeting so as to limit the time for data mining by cyber-criminals. However, the security steps should be implemented in a way that will not breach the due notice requirements under relevant law.
• A rehearsal of the meeting prior to the scheduled date should be done in order to confirm the efficiency of the equipment used.
• The meeting should commence prior to the scheduled time to give attendees the opportunity to check that their connections, equipment, access codes or links are functioning properly.
• During the meeting, all attendees must be engaged, they should be active contributors and should not feel ignored. Background noise should also be limited by muting attendees unless they are speaking or making contributions.
• Virtual attendees must be provided with a method of virtual presence to communicate with or pass across requests and concerns to either the Company Secretary or Chairperson.

Conclusion

The success of virtual meetings is dependent on the relevant stakeholders co-operating with the process by communicating concerns or difficulties prior to the meeting, adherence to meeting agenda, ensuring confidentiality and communicating effectively during the meeting. The effective use of technology to facilitate business processes such as meetings will be a competitive advantage for business survival.

The information and opinions in this publication are provided for general information only. They are not intended to constitute legal or other professional advice. If you would like additional information, please contact the writer at seun@sooloruntimehin.com.