During this difficult and uncertain time, it is vitally important that Directors continue to hold Board meetings and record all actions arising from these meetings.
In light of the Irish government’s recent implementation of movement restrictions for all citizens, many Directors are turning to virtual Board meetings as an alternative to face-to-face meetings.
Section 161 of the 2014 Companies Act provides for the holding of Board or committee meetings in instances where all Directors are not necessarily in one place, but each of whom is able (via electronic communication) to speak and be heard by those present. The location of such meetings is deemed to be:
(i) where the largest group of those participating in the conference is assembled;
(ii) if there is no such group, where the chairperson of the meeting is located; or
(iii) if neither (i) or (ii) applies, in such location as the meeting itself decides.
The Company’s constitution should be consulted to ensure that the holding of virtual/teleconference meetings is not expressly precluded. The quorum necessary for the transaction of business is generally also stated in the Company’s constitution and, unless so stated, shall be two. Please note, these two individuals do not need to be in the same location as defined by Section 161 (6) A of the Companies Act 2014.
Where the company is a sole director Company, the quorum shall be one.
Finally, Companies should ensure that any virtual Board meetings guarantee the security of any electronic communication by those present and minimise the risk of data corruption and unauthorised access.
The Company Secretarial team at LK Shields has extensive experience in the provision of corporate governance and Board support services. If you require further information or assistance, please contact Elaine Hughes (firstname.lastname@example.org), Liam Boyle (email@example.com), James Carolan (firstname.lastname@example.org) or Colm Hanley (email@example.com).