Questions and answers from webinars on good practice for virtual board meetings held on 7 April 2020 and 15 April 2020

As we mention in the guidance note, for UK registered companies this should not be necessary as the Companies Act 2006 permits electronic communication. See also articles 8 and 9 in the model articles for public companies, which are very flexible in their drafting. (There are equivalent clauses in the model articles for private companies limited by shares and private companies limited by guarantee.) See https://www.gov.uk/guidance/model-articles-of-association-for-limited-companies. If you are working with an entity constituted under different legislation or in another jurisdiction then it is worth checking that virtual Board meetings are allowed (or not prohibited). See also question 4.1 below about charities.

Note, the constitution will probably not say ‘virtual meetings are permitted’. The wording could permit meetings by telephone or video conference or have more general wording (as for the model articles, noted above) which provides that everyone must be able to communicate with each other. There were some questions about whether it is necessary for all participants to ‘see and hear’ each other. You can communicate with each other without video, so a phone conference or audio call should suffice.

Given the current circumstances I would not be taking time now to amend the constitution. This will often need member approval and holding general meetings is another challenge. But once more normal life has resumed then making the constitution more permissive at the next sensible opportunity would certainly be helpful.

This must be a time to ensure good governance by allowing Boards to meet in the best way possible and discuss the key issues which the organisation is facing. That may mean finding workarounds to deal with the legal points (for example if you are not sure if a decision made at a virtual meeting could be challenged, hold the meeting anyway and use the written resolution procedure afterwards to confirm any decisions that have been made). Don’t allow the uncertainty to prevent you holding a call and having the discussion.

The situation for general (shareholder/member) meetings is different. Please refer to the separate guidance on those – see section 5 below for the link.

This will depend on the articles. It may be the place where the Chair of the meeting is attending. The model articles (referred to above) allow the Directors to decide on the location of the meeting themselves (this has to be where one of them is located) and do not prescribe any particular place. The model articles clearly envisage all meetings being held in a specific place so it is good practice that the location of the meeting is included in the minutes of the meeting.

Care may need to be taken if there are issues of ‘management and control’ which could affect tax residency. This is beyond the scope of the guidance note but HMRC has issued guidance on its approach to company residence in response to the COVID-19 pandemic. See https://www.gov.uk/hmrc-internal-manuals/international-manual/intm120185

For the ‘notice’/agenda for a virtual Board meeting there is no need to put a venue. I would include the details of how to join the call instead. This will avoid confusion. In the minutes, the location of the meeting can be included as per the constitution (see question 1.2 above).

If the organisation’s constitution allows virtual Board meetings then decisions made at such meetings will be valid. They should be minuted in the normal way.

Any matters reserved to the Board should still be dealt with by the Board. The business of the meeting will need to be prioritised to deal with the most pressing items in the current circumstances. This may mean that more routine and less urgent matters are deferred. However, a note should be kept of those so that they are not forgotten.

Recording Directors’ interests can be done in the usual way. These interests will have to be disclosed under legislation and/or the organisation’s constitution. They can be noted orally at the start of the meeting or in a schedule which is sent out with the Board pack and which can be noted at the start of the meeting. This should not be skipped where disclosure is required.

Often these declarations have to be made in writing annually rather than at every meeting so it’s worth checking the exact wording in your Board Charter. While face to face meetings cannot be held, declarations can be made as described above and signed documents produced in due course. An alternative would be for Directors to sign the declaration and scan it across to the Company Secretary, if they have the necessary technology.

The next time the Board Charter is reviewed and updated this issue could be reconsidered, in the same way as the provisions in the constitution regarding virtual Board meetings.

It should normally be possible for routine items to be dealt with by written resolution/email consent – see section 6 in the guidance note. This will also help free up time during meetings to deal with more substantive matters.

If the meeting is held with the use of video then you can see who is present as in a face to face meeting. If the meeting is held over the phone or just with an audio link then the Chair or Company Secretary can do a roll call at the beginning to find out who is present. Attendance should be recorded in the minutes in the normal way, which will demonstrate that a quorum was present.

One of the webinar participants shared that they check who is in the virtual ‘waiting room’ and tick those names off their expected list of attenders.

If someone drops off the call for a very short period of time, I would not minute that. However, if they are missing for a while then it would be worth noting – and also trying to contact them to help them rejoin.

The Company Secretary should take notes at the meeting in exactly the same way as they would do at a face to face meeting. Minutes should be drafted, circulated and approved as usual and become the formal record of the meeting.  More help can be found in The Chartered Governance Institute guidance on minute taking. It is not always necessary to record who said what. Minutes should include a summary of any discussion and the decisions reached.

Although it is helpful to look at your webcam when you are speaking, so that you address the others in the meeting, if you are taking minutes it is not necessary or possible to do that the whole time. As for a face to face meeting, you have to look up sometimes (to see who is speaking, give advice or respond to a question) and to look at your notes or Board papers at others. It just takes a bit of practice.

In the guidance note we recommend that Board meetings held virtually are not recorded. This would be the same recommendation for face to face meetings. More information can be found in the guidance note on minute taking referred to above.

This can be covered in the list of those who are present by stating that they were present by phone/video link etc and/or by saying the meeting was held by video/telephone conference (as appropriate).

It should be possible for them to approve by email, without the need to sign anything – see section 6 in the guidance note.

If this works for your organisation and everyone is content, then it would certainly be a way to save time at the meeting.  It would be worth agreeing the list of items to be dealt with in this way with the Chair in advance.

See the example ‘ground rules’ in appendix 4 of the guidance note.

Care may need to be taken if there are issues of ‘management and control’ which could affect tax residency. This is beyond the scope of the guidance note but HMRC has issued guidance on its approach to company residence in response to the COVID-19 pandemic. See https://www.gov.uk/hmrc-internal-manuals/international-manual/intm120185

One way to approach this would be to call each Director individually ahead of the meeting to check if they have any questions or issues with the technology, either the equipment they will need or the system being used. At this point you can pick up any issues of accessibility and work with them to find the best solution.

On a phone conference call, this can be hard to manage well. If two people begin to speak at the same time, the Chair could intervene and ask one to speak first, remembering to come back to the other immediately afterwards. It might be better in a smaller meeting to ask each person individually if they wish to contribute than to open the discussion up for general comments.

This can be a challenge in a face to face meeting too.  There should be discussion/debate, which means everyone has a chance to put their point of view if they wish. So this needs a bit of careful handling. Most people will know when to stop speaking so a little patience would be the first thing to try. Failing that, a gentle (but firm) interruption to say the debate needs to move on and ask them to allow someone else to have a turn.

If you are Chairing, part of your role is managing the meeting and ensuring a good/orderly debate. If this behaviour is persistent and becomes a real problem then a quiet word outside of the meeting might be best.

I haven’t found this in my own experience. However, it is up to the Chair to be aware of it as a potential issue and to make sure everyone has the chance to speak. This can be done by inviting people individually to make a point or when there appear to be no more contributions, to check and to ask if anyone else wishes to say anything.

Personally I don’t see virtual meetings as becoming the default way for Boards to meet in the future. There are many advantages to meeting in person and site visits are also considered good practice. However, conference calls to discuss urgent items of business between scheduled Board meetings might change to video calls rather than phone calls, which could be an improvement, once we are all used to them.

It may also be that one or two scheduled Board meetings each year might move to virtual meetings which would reduce the need for travel (this saves money and reduces carbon emissions).

If you are holding a telephone conference call you will have to do a roll call at the start to find out who is on the call and check again at the end to see if everyone remains. Some systems alert you to a caller joining and leaving the meeting. This can be very disruptive and may happen if someone has a poor signal. You don’t really want to have to keep checking who has joined and left.

If you use one of the meeting apps, people can dial in as if it is a conference call and just use audio. However, only the phone number (not the name) will be displayed so you will need to know everyone’s phone number to match them up.

If this is an issue, it may be better to try with video when you can see people and the list of meeting participants will include everyone’s names.

If some people attend the meeting by phone, it is inevitable that you have to have some ‘interruptions’ to make it clear what is going on, who is joining to present an item and so on. This is necessary so that everyone can keep track of where you are. It may also mean the meeting takes a little longer than normal.

The Company Secretary should definitely note who is on the call. If there is a physical register which should be signed, this will have to wait until everyone is able to meet face to face again. There will be a similar issue with getting the minutes signed although this could be done with a signed copy being scanned to the Company Secretary to file electronically until it is possible to insert it in the minute book.

If someone is joining to present an item and then they leave, then yes, it is definitely helpful to acknowledge their arrival and departure, in the same way that you would during a face to face meeting.

However if people are dropping on and off the call it can be disruptive to mention this every time. If someone knows they have to leave early they should advise the Chair and Company Secretary beforehand (as they would for any meeting). If someone drops off the call unexpectedly and has not reappeared after say 10 to 15 minutes or at the end of the item, then it is worth someone messaging them to make sure they are not having technical issues.

When you get to a vote, if you have video connectivity people can raise their hands as normal. This can be done physically or by a feature on the meeting app. If people are present by phone/audio link then it will be necessary to “go round” and ask everyone if they agree with the recommendation put to the meeting.

The chat window is another feature which could be used. I would explore all of the features of the app and decide which one you think will work best for your Board and give it a try (mentioning it to the Chair in advance, so they know what to expect). It would also be good to explain the process to all of the Directors at the start of the meeting and maybe even having a trial run to make sure everyone understands what they are doing.

This may be better to ensure everyone can concentrate and there is a good discussion. It may not be a problem to defer some items to a later date but if the ‘stay at home’ situation remains in place for some time then they will likely need to be addressed at some point.

Obviously the impact of the current situation will be at the top of the list. Key reports will continue to be an update from the CEO and the financials. Some routine items can be dealt with very quickly, such as approving minutes and declarations of interest.

Beyond that I would agree priorities with the Chair and CEO, work out approximate timings and produce a draft agenda based on those, given that you may want to set a maximum time for a virtual meeting and include breaks.

It may be worth a call with each of them individually beforehand to find out a bit more about their previous experience with virtual meetings and if they need any support using the technology. How you approach the meeting more generally will depend on whether they are experienced NEDs but new to your Board or whether this is their first NED role. How your particular Board runs should be covered as part of their induction when they join the Board.  You may like to give them the notes for NEDs and the ground rules which are included in the guidance.

During the meeting you could check that they are keeping up with where the Board has got to, for instance if they are not used to the Board portal which you use. Other than that, I would treat them in the same way as any other NEDs – perhaps inviting them individually to comment on an item if they have not contributed much.

You could check with them after the meeting if everything was ok, or if they have any questions or feedback on how the meeting ran or on its content.

It’s a good idea to make sure you are happy with the security of whichever system you use. Find out what security features are offered (such as passwords being required for access to phone conferences or the host having to allow people to enter a virtual meeting room) and use them. I find a risk based approach helpful, ie think about what could go wrong, what the implications of that would be and how you can mitigate or reduce that risk. A virtual meeting with ‘good enough’ security is better than not having a meeting because you can’t find a way to 100% guarantee everything.

We have given brief overviews of some of the more popular providers used in Appendix 5 to the guidance note. Larger organisations often have a preferred platform which is set up and managed by the IT department. For smaller organisations, you have the flexibility to choose one which suits you best. Ease of use and functionality are two things to consider, as is security.

The short answer is no. However, there may be a limit to the number of people you can see on screen at any one time. Some apps allow you to scroll up and down to see everyone. For many, the picture on screen will track the microphone which usually means the person speaking is the person everyone can see. However you have to watch for background noise as this could also have an undesired effect.

What is manageable will depend on the person Chairing. If a Board functions effectively in a face to face meeting it should be possible for it to function effectively in a virtual meeting, if everyone knows what they are doing. See also 6.1 below, where a meeting had 88 participants and went smoothly. Not sure if that is a record!!

This will depend on your Board, the business being discussed, the use of breaks and so on. It will be trial and error but we do recommend prioritising the agenda to make sure the most important items are dealt with while everyone is still fully focussed.

Do schedule breaks. After an hour people will begin to get screen weary and after 90 minutes everyone will probably benefit from a 10-15 minute break.

I would expect that after three hours in total people may begin to struggle and it might be better to adjourn the meeting and reconvene for another day, or later the same day if the matter is urgent.

I’m not convinced that this is necessarily an age-related thing – but it could be a problem for some Board members. If you take a bit of time to speak to everyone beforehand and explain what they will need, perhaps providing links to online tutorials for the system you are using and offering a practice run then I think most people will be fine. Laptops and tablets have built in cameras and microphones and work wirelessly so it should be straightforward enough for people to work out the basics. I do think it is worth making the effort to do this in advance to reduce the risk of issues during the meeting.

Try to find out the reason why. If it is about the technology you can offer assistance. As a last resort they could join by audio if video is causing them an issue. However, this method of working has already become far more commonplace and in my experience most people are happy to give it a go.

If you get stuck, I would ask the Chair to have a word. This is a time when normal options aren’t available and everyone has to make more effort to do their bit and fulfil their responsibilities.

Do the best you can. Check availability as usual and try to find a time which is reasonable for everyone. Working across two time zones is usually manageable, there can be a challenge when you have to accommodate three – one ahead of the UK and one behind. In which case, if it is the middle of the night for someone, try to make sure it is not the middle of the night for the same person next time.

If I needed to allow observers to attend a virtual Board meeting I would treat them in the same way as a presenter. It would be important for them to understand which parts of the meeting they were allowed to be present for, and whether or not they were permitted to speak or contribute, as well as any instructions about keeping matters confidential. As an observer, they would not be allowed to vote. It is also important to make sure the Directors attending the meeting are aware that observers are to be present, who they are and what the purpose is for them being there.

These would all be the same if they attended a face to face meeting.

That would seem reasonable, particularly if the meeting has no video link. However, do check out the guidance on taking minutes, it is not necessary to record the whole discussion in terms of ‘he said/she said’.

The feedback we had when producing the guidance note was that on the hour and half hour the internet can be busy. So in the guidance note we suggest that you might consider staggering the start time to a little before or after these times. In any case if you start / open the meeting online 10-15 minutes early so that not everyone is joining simultaneously, that should help.

Also, as I mentioned in the webinar, if it is possible for participants to connect their computer to their broadband hub with an ethernet cable, they will have a much faster and more stable internet connection.

This will depend on your Board and what you are discussing. It seems that virtual meetings require more concentration than face to face ones. For a ‘normal’ Board meeting I would recommend a break every 2 to 2.5 hours. For virtual meetings it seems a short break after an hour or 90 minutes is a good idea.

I have not seen these used in a Board meeting yet. Some people have indicated they will try to use them for voting. They could be used for any communication between the Company Secretary and the Chair or between individual Directors. It’s important to make sure you message the right person, it can be awkward if a message intended only for one Director is sent to everyone in the meeting.

Zoom accommodates this, as does Go to Meeting. Other systems may do too. Otherwise if you use a Board portal or have sent out a pdf of the Board pack then it should be easy enough to refer to a particular page number in the pack and help people to find it that way.

I would not do this for the whole meeting as it could become a distraction. It could be useful to do this for any item where someone would be giving a slide presentation. Otherwise people can follow the Board papers in the same way as they would during a face to face meeting.

In the guidance note we recommend against recording meetings. This is covered in more detail in The Chartered Governance Institute’s guidance on minute taking. People may feel inhibited about contributing openly if the meeting is recorded, you have more issues around security and destroying all copies afterwards and any recording could be ‘discoverable’, ie used as evidence in any legal or regulatory proceedings or enquiry.

If it is proposed to record a meeting all participants should be told in advance and their consent obtained.

I assume ‘third party’ refers to the meeting app provider. There should be reference in their terms and conditions to recording the meeting. This should be exclusively under your control.

You can hold a meeting with or without video. There are some advantages with being able to see everyone, however you do need better internet connectivity for it to work well. I have found audio calls with a virtual meeting app /over the internet are no less effective than a telephone conference and some of the functionality offered by the app can be an advantage.

There are no rules, this is a matter for the organisation to decide. It will probably depend on the size of the organisation and whether or not everyone has a company email address.

If you are having a short break it may save time if you stay connected, however whoever is hosting the meeting could mute everyone and switch off their video.

I use Board Intelligence and Diligent. There are many to choose from and I am not able to recommend any particular one. Some Board portal providers are moving into facilitating their use in virtual meetings so it is probably worth taking the time to research the functionality offered if you are thinking of investing in one.

There are no rules. This is entirely a matter of choice. For larger organisations one package may be mandated and others not allowed. I have now had calls using four different systems and Zoom was the only one where there were no technical issues. For two of the four systems, the initial meeting had to be abandoned because the technology didn’t work (in both cases the sound quality was very poor) and we transferred onto Zoom. The two systems which did not work well were ones mandated by larger companies.

No, I don’t know of a phone support number for Zoom but they have some very good tutorials online, which seem to address most of the things you are likely to want to do. The paid version of Zoom does offer better features (including security) and allows longer meetings, so the small cost is probably worthwhile if you are hosting often.

See comments about having a stable internet connection in 3.1 above.

If connectivity is lost for one or two people for a short period of time, try to get them back on the call. If it is lost for several people it may be worth closing the call and getting everyone to dial back in again.

If after some time (say 15 minutes) it is proving impossible to get the connection up and running again then some (or all) participants should join by dialling in. Phone numbers can be given out with the meeting invite/agenda beforehand, although it may also be necessary to recirculate them at the time.

This is definitely one to add to the next Board effectiveness review. However, don’t wait until then. Ask for feedback after each Board meeting on what went well and what could be improved and take whatever action you need to in time for the next meeting.

This is not my area of expertise, however, guidance from The Chartered Governance Institute specifically for charities may be helpful https://www.cgi.org.uk/my_cg/technical-archive/covid-19-updates-for-charities

The Charity Commission website also contains ‘Guidance to help with running your charity during the coronavirus (COVID-19) outbreak.’ https://www.gov.uk/guidance/coronavirus-covid-19-guidance-for-the-charity-sector

This recommends that charities check their governing documents which may permit virtual meetings.

https://www.gov.uk/guidance/coronavirus-covid-19-guidance-for-the-charity-sector#holding-meetings-online-or-by-telephone

I don’t work for the NHS but I believe the technology is there to allow the public to attend meetings virtually, having spoken to someone recently about how they were holding a hybrid AGM. This allows the Board and ‘home team’ access to the platform through one channel and there is a second access channel (which is moderated by the provider) through which shareholders can ask questions at the appropriate time.

Having said that, I doubt that now is the time to be looking at this with all the other pressures on the NHS. It might be one to investigate once this is over.

There is a general point that even during a crisis (or particularly during one) governing bodies do need to be kept aware of what is going on and involved in an appropriate way (see my Linkedin article https://www.linkedin.com/feed/update/urn:li:activity:6656943700490493952/). However, given everything which is going on in the NHS at the moment I would agree it is for each governing body to work out the best approach given its own specific circumstances.

I have found the following comment online:

A Department of Health and Social Care spokesman said: “We haven’t issued any specific advice regarding Board meetings or CCG meetings during the covid-19 outbreak. However, we would advise that these are approached on an individual basis using the latest general guidance on social distancing.”

The Good Governance Institute has also come up with some interesting posts - see https://www.good-governance.org.uk/covid-19/. The last one on this page deals with virtual meetings.

• We ran a Zoom meeting with 88 people yesterday. We issued ground rules for participants and notes for Chairs and presenters in advance, and the Chair reminded them of the ground rules at the opening of the meeting. We found The Chartered Governance Institute UK & Ireland's guidance really helpful in issuing these, and we had absolutely no problems during the meeting! Thanks for your support.
• We are finding that online meetings are shorter and more focused.
• I have found it really helps the Company Secretary if you say your name each time before you speak.
• I have taken notes for a Board meeting last week, my experience was that the meeting ran much more smoothly and items were addressed well, and actually reduced a lot of the waffle, I was able to take minutes well and the software was clear.
• My first meeting was a mess with some people connecting late. Conducted training with members who were struggling and the second meeting was FLAWLESS.
• Our CEO was having a conversation on the chat with one of our Trustees about coffee envy - hardly relevant for our Board meeting but it made lots of us laugh!