In light of the stay at home directives issued by the Federal Government and many state governments as well as the ban on public meetings in a bid to curtail the spread of the novel coronavirus (“COVID 19”), hosting a board, committee or management meeting to pass necessary decisions may be an arduous task. In this regard, the Nigerian Stock Exchange (the “NSE”) on 15th April 2020 published its guidance on companies’ virtual boards, committee and management meetings (the “Guidance”).
The Guidance covers the following issues:
1. Statutory and Regulatory Considerations: It is pertinent to confirm that the company’s articles of association provide for and authorize the holding of virtual meetings or telephone conferenced meetings. This is because the Companies and Allied Matters Act is silent on the issue of virtual meetings though it does not expressly prohibit virtual meetings. In this regard, we advise that where a company’s articles of association do not expressly provide for the option of holding virtual meetings, the company’s article of association may be amended to allow for virtual meetings. Where it is impracticable for the articles of association to be amended before a specific meeting, the members of the company may (before the meeting), by resolution authorize the use of virtual meetings until the Company is able to amend its articles of association.
2. Preparation: The Company Secretary is responsible for convening and facilitating virtual meetings of the Board, Management or committees. The Company Secretary is to prepare the agenda of the meeting for the Chairman’s approval. It is advised that the Chairman should ensure that the agenda is strictly adhered to in order to keep attendees and discussions focused, and engaged. Where external attendees are invited to participate in the meeting, it is recommended that the external attendees should make their presentation(s) at the beginning of the virtual meeting. As the organizer, the Company Secretary, should ensure that the required equipment for holding the virtual meeting is proactively procured and made available for the virtual meeting in order to ensure a hitch free meeting. If there are any changes to the agenda, conference call-in number / links for accessing the virtual meeting, The Company Secretary should ensure that all virtual attendees are informed of such changes.
3. Technical Support: The Guidance recognizes that technology plays a major role in the holding of seamless virtual meetings and thus recommends that the Company Secretary should promptly notify the company’s technology team/personnel of the details of the virtual meeting (i.e., date and time), as well as the technology media to be used. It is also advisable for the Company Secretary to start the meeting at least 15 minutes before the scheduled time of the meeting in order to give all participants the opportunity to check that their connections, equipment, and their access codes or links are functioning properly.
4. Virtual Attendees’ Responsibilities: Some of the virtual attendees responsibility stated in the Guidance are as follows:
i. An attendee should promptly notify the company secretary of his/her intention to attend a part of, or the full meeting virtually;
ii. Ensure confidentiality and sensitivity of information received, and ensure that the locations from which attendees are joining the meeting are private, so that conversations are not overheard by third parties;
iii. Give due attention to the matters being discussed and as much as is practicable, avoid distractions and multi-tasking;
iv. Limit background noise by muting speakers and unmute only when they want to speak or make contributions;
v. Provide accurate identification when joining a virtual meeting, and always signify any desire to ask a question or comment on an issue, by approved methods such as by show of hands where there are video facilities, or other agreed modes of signaling if adopted as the mode to signal the desire to ask a question or comment on an item, participants can type into the “chat” box, which must be constantly monitored.
vi. Upon being permitted, speak clearly and be explicit about their thoughts, opinions and feelings. Cite meeting materials being referenced with specificity, and pause often to allow others the chance to break in to ask questions or voice their opinions;
vii. Wait for the participant speaking to conclude before speaking, to avoid interrupting speakers, or having more than one participant speaking at the same time;
viii. Be polite and particularly mindful of voice tone and how hitherto acceptable conduct might come across without the visual cues, where there is no video facility;
ix. Observe information security and confidentiality protocols, including keeping uninvited people off the call or the vicinity of the virtual meeting media in use;
x. Use best endeavours to attend all meetings, read all documentation and prepare thoroughly in advance of meetings. Board, Committee, and Management members are expected to participate fully, frankly, and constructively in discussions and bring the benefit of their knowledge, skills and abilities to bear.
5. Chairperson’s Responsibilities: The success of the virtual meeting rests with the Chairman or facilitator. It is recommended that the chairperson sets expectations at the beginning and establishes meeting goals and objectives. He is also to create rules of engagement and to encourage all virtual attendees to adhere to their responsibilities as outlined above. The chairperson should control discussions to maintain order, ask relevant questions, and encourage dialogue. The Chairperson has the responsibility of reconfirming that all attendees are present/connected upon resumption after each break. At the end of the meeting, he is expected to debrief, encourage virtual attendees to provide feedback and share lessons learned regarding these or any additional best practices.
6. Appearance during Meeting: The terms of reference or charter for the board may specify how participants may dress, However, in the absence of any guide, it is important for participants to remember that a virtual meeting is not an excuse for sloppy appearance. A well-groomed, business casual appearance should suffice. The Chairperson or facilitator can also provide direction on a case by case basis.
7. Residential Workspace: Participants are expected to give some thoughts to their surroundings especially where the meeting protocols require that all participants should use the video facilities. It is recommended that persons who participate in virtual meetings on a regular basis should have a dedicated workspace in their residences from where they do so. Some of the factors to consider when choosing the workspace are lighting and angle, for video purposes, and sound for audio purposes. It is also important to consider confidentiality when choosing a workspace.
Further details on the matters set out above can be found in the Guidance issued by The Nigerian Stock Exchange on 15th April 2020 at http://www.nse.com.ng/dealing-members-site/Notices/NSE%20GUIDANCE%20ON%20COMPANIES%20VIRTUAL%20MEETINGS.pdf
The contents of this news alert are meant for the general information of our clients and friends and do not amount to legal advice. All enquiries on the subject may be made to: firstname.lastname@example.org
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