Virtual Meeting

• Others
• ||
• September 7, 2020

Present day directors who are professional have busy schedule which makes it difficult for them to attend board meeting of the companies in which they are directors especially for those who are living and working in a different cities and countries. Teleconferencing, video-conferencing and meeting online benefit boards and directors to enable them to attend the meetings from any location.

Virtual meeting help the directors to participate in meeting where ever they are despite their busy schedule and make valuable contributories by their participation more attractive and appealing especially for independent directors as they are not expected attend every meeting in person and is not practically possible as they sit on many boards of company which are located in different cities countries and due to statutory requirements most the board meetings of the company especially listed entities are held around the same time making it more difficult for the Independent professional directors to be physically present and participate in the meetings.

By holding virtual meeting, Boards with members around the country and globe will benefit from wider participation and it would be very convenient for the directors to attend through virtual media from their respective location and also it helps from reduced travel and reimbursement of costs.

The use of technology can present its own challenge, including directors’ reluctance, lack of technical proficiency, lack of access to data and material. However, modern tools like board portals and board management software are help in solving some of the concerns. 

Meaning
A meeting held totally by means of either video conferencing or other audio – visual means is known as virtual meeting. A virtual meeting is when people around the world, irrespective of their location, use video, audio, and text to link up online. Virtual meetings permit people to share information and data in real-time without being substantially situated together. In virtual meeting, there is no physical presence of participants and there is no selected venue for the purpose of meetings. Participants located at different places participate in the meeting either by teleconference or video conference or combination of them at a pre-determined time.  Virtual meetings are held at a distance in real-time basis with the help of digital technology.    

The meetings are mainly audio and/or video based, such as audio conferencing, video conferencing, and online meetings or webinars, often they are supported by other forms like chat, white boards, documents sharing, etc. 

Audio conferencing- It means conference calls with three or more participants, either by connecting the different participants by using a conference phone, or both.

Video conferencing– A technology now a day normally used in board meetings. 

Requirements to conducts Virtual Meeting

• Meeting Rooms
• Software, which can be either purchased or can be provided by the vendor for a free or on a yearly rental basis
• Hardware equipment like monitor or LED screen, Webcams
• High-quality mike system
• Projectors
• Documents scanner
• Leased Lines
• High speed wireless internet
• Have trial run before the meeting to ensure all the system are working properly
• Ensure that the proper arrangements are made in the meeting room
  

Procedure for convening or conducting Board’s Meeting through video or audio means

• Every company shall make necessary arrangements to avoid failure of video or audio visual connection;
• The Chairperson of the meeting and the company secretary (if any), shall take due and reasonable care;
• The notice of the meeting shall be sent to all the directors in accordance with the provision;
• The notice of the meeting shall inform the directors regarding the option available to them to participate through video conferencing more or any other audio-visual means;
• A director intending shall communicate his intention to chairman or company secretary regarding the mode of meeting. Further, shall give prior indication to that effect appropriately in advance so that company is able to make suitable arrangements on this behalf;
• In the absence of any such intimation, it shall be assumed that director will attend the meeting in person;
• It is the duties of Chairperson to roll call that, the director can completely and clearly see and communicate with other participants. Further, he has received the agenda and all the relevant material for the meeting;
• After the roll call, the Chairperson shall assure the other members present in the meeting and the quorum is complete;
• The statutory registers which are required to be placed in the board meeting as per the provisions of the Act shall be placed at scheduled venue of the meeting and where such register is required to be signed by the directors, and also the same shall be deemed to have been signed where director participating through electronic mode;
• Every participant shall identify himself for the record before speaking on any item of business on the agenda. If a statement of the director through electronic mode is interrupted or garbled, the Chairperson or company secretary shall request for repeat by the director;
• If a motion is objected to and there is a need to put it to vote, the Chairperson shall call the roll and note the vote of each director who shall identify himself while casting his vote;
• For the commencement of the meeting until the conclusion of such meeting, no person other than the chairperson, directors, secretary and any other person whose presence is required by the board shall be allowed access to the place where any director is attending the meeting either physically or through video conferencing without the permission of the Board;
• At the end of discussion on each agenda item, the Chairperson of the meeting shall announce the summary of the decision taken on such item along with the names of the directors (if any), disagreed from the judgment taken by majority. The minutes shall disclose the particular of the directors who attend the meeting through video conferencing or other audio visual means; and
• The draft minutes of the meeting shall be circulated among all the directors within fifteen days of the meeting either in writing or in electronic mode as may be decided by the Board. Every director who joins the meeting, whether personally or through electrical manner, shall approve or give his comments, about the correctness of recording of the proceedings of that specific meeting in the draft minutes, not more than seven days or some reasonable time decided by the board.

Voting Through electronic mode
Section 108 of the companies Act, 2013 offers for Voting through electronic means. The Central Government may propose the class of entities and manner in which a member may exercise his right to vote by the electrical means general meetings, particularly when large numbers of shareholders are involved, can be very expansive and are not considered to be cost-effective.

Companies may find virtual meeting help to achieve wider shareholders’ participation. Virtual annual meetings offer benefits to both entities and stockholders. It will also eliminate the costs of an in-person meeting, thereby allowing shareholders more time to attend more meetings in which they hold shares, as well as minimizing the quantity of time that directors and management essentially spend at meetings. This in turn will increase the participation of shareholders who would otherwise not attend the meetings. 

Advantage Vs Disadvantages 

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