How to conduct a Board meeting through video conferencing – A practical guide.
Let’s face it, if you have done an internship for CS through a firm or private or family-owned Company, high chances are that you have not seen a Board meeting being conducted through proper adherence to Companies Act, 2013 and ICSI Secretarial Standard-1 (SS-1) (exceptions are always there). Sadly, but truly, concept of paper Board meeting is very much prevalent in CS firms and small (sometimes listed and big) companies as well.
I have been lucky to start my career in one of the BIG4s. I worked there for over six years and they do conduct meeting for their Companies with proper adherence to the Companies Act, 2013 and ICSI guidelines. While, I was an intern there back in 2019 my manager asked me to do some research (she wanted to check my knowledge) and revert to her on the Board meetings. I did what most of us would do, I searched the Act, Secretarial Standards and did some Google search and came back with a document containing all the provisions of the law on How to conduct a Board meeting? She asked me a very valid question – “Could you from this document help conduct a Board meeting?”. I was silent as I knew that even though it gives you an extensive insight into the Law it doesn’t talk in practical terms. The process that you would be reading shortly is not heavy on provisions but give you a glimpse on how a practical video conferencing Board meeting is conducted. So, without wasting any more words, here is the practical insights on what I have learned from past 6 years conducting Board meeting for this MNC. Hope this helps the reader, if it does, please comment below:
| S. No. | Action Item | Timeline | Additional Remark, if any. |
| 1. | Write E-mails to the Board of the Directors of the Company or their Executive Assistants (fancy word for a secretary) to check on the availability of the Board of Directors. | Initiate this exercise at least a month prior to the month of the proposed Board meeting. | Give EAs or Directors specific weeks or time slot in which you are looking for their availability. |
| 2. | Write E-mails to all the internal stakeholders of the Company to check if they have any agenda items that they would prefer to be taken up in the Board meeting. | Initiate this simultaneously with the mail to the Directors. | Make sure that you sensitize the stakeholders that not all the matters deserve the Board attention. The matter should be relevant and deserve the time of the Board. |
| 3. | Once you get the Directors availabilities and agenda from internal stakeholders, reach out to the Chairperson or Head Company Secretary of the Company:
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Complete this exercise mandatorily at least 7 days prior to the proposed Board meeting. |
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| 4. | Prepare a Board meeting programme sheet or Board meeting talking point for the Chairperson and the head CS to speak in the Board meeting. | Do this at least 3 days prior to the Board meeting for review and vetting of the Chairperson. |
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| 5. | Re-confirm the quorum from the Directors | Do this one day prior to the scheduled Board meeting date as due to some unforeseen events the Directors may not be able to attain and you may fall short of the quorum. |
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| 6. | During the Board meeting:
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Date of the Board meeting. | This procedure is prescribed assuming the Board meeting is being conducted through Audio/Video means. However, most of the pointers are relevant for physical meeting as well. |
| 7. | Prepare and share draft Board meeting minutes with the Directors. | As per SS-1 this should be done within 15 days from the said Board meeting. | NA |
| 8. | If no comments are received on the draft minutes, enter the same in the minutes book. | Comments from BOD shall come in seven days and entry in the minutes book can be made thirty days from the date of said Board meeting. | NA |
| 9. | Save and store the Board meeting recording with back up for 1 year as per the relevant provisions of the Companies Act, 2013. | NA | Ensure that Audio and Video is clear. |
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Hi,
Thank you for sharing the article along with the practical details. I have a query—if the Board of Directors intends to hold a Board Meeting at shorter notice (for example, if the meeting is informed in the morning and scheduled for the same evening), does the same procedure need to be followed?
If not, could you please guide me on the standard practice or legal process to be followed for conducting such a meeting at shorter notice?
Looking forward to your guidance.
Hi Pooja
Thank you for taking out your precious time to read the article. In case of Shorter notice, assuming your Company does not have any Indepndent Directors, you may call the meeting on the same day. What we used to do for better governance and documentation aspect, we used to create shorter consent letters and get it signed by the Directors and post that we used to conduct the Board meetings. If your Company do have Independent Directors the meeting is required to be ratified by the Independent Directors along with Shorter consent. Hope I could answer your query.