The Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN) has issued guidelines for holding virtual meetings by corporate organisations during the ongoing pandemic.
Mr Bode Ayeku, ICSAN President, released the guidelines on Friday in Lagos.
The News Agency of Nigeria (NAN) reports that a virtual meeting enables participants, regardless of location, to use video, audio, and text to correspond online.
Ayeku said the ongoing global lockdown due to the COVID-19 pandemic had brought the corporate world to the point of seeking alternatives to conducting businesses and holding meetings.
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This, he stressed, must be done without violating the orders of governments worldwide to help flatten the curve of the spread of the deadly virus.
In determining the venue of a virtual meeting, Akeju said ICSAN’s law, “stipulates that a meeting should be held at a particular location.
“Then the venue of such meeting must conform to the mandatory provisions of the law, even where all the participants joined the meeting from different parts of the world.
“Where the Articles of Association in the case of AGMs, Board Charters in the case of the Board; Terms of Reference or Committee Charters in the case of Board Committees; expressly state the venue of a virtual meeting, should be recorded for such corporate meeting.
“Where there is no such express/ written provision regarding the venue of a virtual meeting, the default position to be recorded as the venue can be the registered corporate head office, the office address of the host of the meeting.
“In the case of an outsourced secretarial firm that serves as Board Secretary to an organisation, the venue should be the address of the organisation whose meeting is to be held,” said Akeju.
He added that in the case of a hybrid virtual meeting, the physical location in which the host of a meeting and a few other people congregate physically at a location would be recorded as the venue.
“Where there is no provision in the Articles of Association or the Constitution of an organisation authorising it to hold an AGM virtually; the board should propose for the approval of the shareholders, an amendment of the Articles to authorise the organisation to hold AGM virtually at the agreed location,” he said.
The ICSAN president also recommended that the board should sensitise the shareholders on the need for an express provision in the Articles of Association authorising AGMs to be held virtually where a physical meeting will not be possible.
“In exercising this power, companies or organisations must go beyond barely meeting the legal requirement of a meeting.
“They should ensure they have an adequate and user-friendly infrastructure in place to ensure maximum participation by the shareholders in a virtual meeting.
“In drafting the notice of a meeting, the Board Secretary should indicate that the meeting being convened is a virtual meeting,” he said.
Akeju said virtual meetings had been reported to be beneficial and allowed business continuity plan for the corporate world amidst the COVID-19 pandemic.
“It is envisaged that after the lockdown, the need to continue to obey the directives of health authorities will make both conveners and participants at meetings to still have a preference for virtual meetings over the physical meetings,” he said in a statement.
Ayeku reiterated the Institute’s role as a supportive stakeholder on best governance practices to various regulatory authorities.
“Therefore, as a leading voice in promoting the ethos of Corporate Governance and the practice of chartered secretaryship generally, ICSAN has identified a gap in the law and procedure of corporate meetings, which the current lockdown has exposed,” he said.
Ayeku said the Companies and Allied Matters Act, Cap. C20, Laws of the Federation of Nigeria, 2004 (“CAMA”) did not have provision for virtual meetings.
As a result, he recommended that for uniformity, the CAMA Amendment Bill 2020 should accommodate the present reality of holding virtual meetings and specify the venue of such meetings.
This approach, he stated, was better than requesting each company to go through the rigours of amending its articles to provide for virtual meetings and the venue.
“It should also be noted that CAMA does not prohibit corporate bodies from holding virtual meetings,” said Ayeku.
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