Participating in Board Meetings through Video Conferencing

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Participating in Board Meetings through Video Conferencing

Participation through Video conferencing means participating in the board meeting through various audio and visual means without being present physically. Every company is required to conduct minimum four meetings in a year. Further, the process of conducting board meeting through video conferencing has been specified under Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Secretarial Standard  1.

Requirements

In order to participate in the meeting through video conferencing the director is required to communicate his intentions to the chairperson. The chairperson and the company secretary should take steps to safeguard the integrity of the meeting by ensuring sufficient security and identification procedures. In addition to this steps must be taken to provide proper video conferencing equipments or facilities for effective participation of the directors.

Moreover, following things cannot be dealt in a board meeting conducted through video conferencing-

• Approval of the annual financial statements.
• Approval of the Board's report.
• Approval of the prospectus.
• Audit Committee Meetings for consideration of accounts.
• Approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.

Notice

As per the Companies Act 2013 every company is required is required to serve a clear notice of 21 days before conducting a board meeting. The notice sent shall specify the below mentioned things about the participation through video conferencing-

The notice shall inform the directors that they have the option to participate in the meeting through video conferencing mode.

The notice shall also contain all the necessary information to enable the directors to participate through video conferencing mode. Like: contact no. or e-mail address of the Chairman or any other person authorized by the Board, to whom the Director shall confirm in this regard.

The notice shall obtain advance confirmation from the Directors as to whether they will participate through Electronic Mode in the Meeting.

Director who intends to participate through video conferencing shall give prior intimation to Chairman of the Company (In the absence of intimation it shall be assumed that Director will attend in person).

The venue of the Meeting and the place where all the recordings of the proceedings at the Meeting would be made shall be clearly stated in the notice.

Conducting a board meeting through Video Conferencing

At the beginning of the meeting the chairperson shall make a roll call where every director participating through video conferencing or other audio visual means shall state, for the record, the following namely:-

1. Name;
2. His location from where he is participating;
3. He must confirm that he has received the Agenda and all the relevant material for the meeting (Like: Draft Resolutions, Notes to Agenda etc) and
4. No one other than the concerned director is attending or having access to the proceedings of the meeting at the location mentioned in clause (b);

The Chairperson shall ensure that the required quorum is present throughout the meeting. The members participating through video conferencing shall also be considered for determining the quorum.

Every participant shall identify himself for the record before speaking on any item of business on the agenda.

If a statement of a director in the meeting through video conferencing or other audio visual means is interrupted or garbled, the Chairperson shall request for a repetition by the Director.

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 names of the directors, if any, who dissented from the decision taken by majority.

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