Can a board meeting be held by video conference?
Yes. A director may attend a board meeting by video conference or other audio-visual means under section 173(2), if the system recognises who is participating and the company records and stores the proceedings with the date and time. A call on a messaging app is not that system.
What counts as video conferencing?
The rules define it as an audio-visual facility that lets everyone in the meeting communicate at the same time, without an intermediary, and participate effectively. The chair takes a roll call. The recording is kept. How often a board must meet, and the shorter calendar of a small company, is on the board meetings page.
Which matters can be taken on video?
The Central Government may notify matters that cannot be dealt with on video. The earlier list, which kept the annual accounts, the board’s report, a prospectus, and a merger off a video meeting, has been omitted. Those items can be taken on video if Rule 3 is followed. Quorum still has to be present, counting directors who are on the video and not interested in that item.
How is the meeting called?
Section 173(3) requires at least seven days’ notice in writing, by hand, post, or electronic means, at the director’s registered address. The notice states that the director may attend by video conference and how to confirm that. Shorter notice is only for urgent business. If the company has an independent director, at least one is present, or the decision is circulated and ratified by at least one independent director. A private company with no independent director is not blocked by that condition.
What is recorded?
The proceedings, with date and time, and the names of directors who attended in person or on video. The minutes follow section 118. Drafting them is on the minutes page. A director who was on the video is named as present. The recording is not a substitute for the minutes.
Frequently asked questions
Four questions cover a messaging call, the accounts, quorum, and notice.
Is a WhatsApp or phone call a board meeting?
No. The facility has to let the directors communicate at the same time, without an intermediary, and the company has to record and store the proceedings with the date and time.
Can the financial statements be approved on video?
Yes. The rule that barred the accounts, the board report, a prospectus, and a merger from a video meeting has been omitted. The Rule 3 procedure still applies.
Does a director on video count for quorum?
Yes, if the director is participating and is not excluded because of an interest in that item. Quorum is one-third of the total strength or two directors, whichever is higher.
Is the notice period different for a video meeting?
No. Notice is still at least seven days under section 173(3). The notice says that a director may attend by video conference.
Sources
Participation is section 173(2). The procedure is Rule 3 of the Meetings of Board Rules.