Participation by Directors in Board / Committee Meetings through electronic mode (Video Conference)

The Ministry of Corporate Affairs vide its Circular No. 28/2011 dated 20.05.2011 regarding  Green initiative in the Corporate Governance, allowed the Directors to participate in the meeting of Board or Committee of Board though electronic mode (i.e though Video Conference). For that purpose the Company has to comply with following requirements in addition to the normal requirements under the Companies Act, 1956:

1.      Every Director must personally attend at least one meeting in a financial year.

2.      Significant responsibilities on the Chairman of the meeting and Secretary to safeguard the integrity of the meeting via videoconferencing; to ensure proper videoconference equipment/facilities; to prepare the minutes of the meeting; to ensure that no one other than the Director or authorized persons is attending the meeting through electronic mode; If a statement of a participant in the meeting via videoconferencing is interrupted or garbled, the Chairman of the meeting or Secretary shall request for a repeat or reiteration, and if need be, the Chairman or Secretary shall repeat what he heard the participant was saying for confirmation or correction

3.      The notice of the meeting must inform directors regarding availability of participation through video conferencing, and provide necessary information to enable directors to access the available facility of videoconferencing.

4.      The notice of the Board  Meeting also seek confirmation from the director as to whether he will attend the meeting physically or through electronic mode and shall also contain the conduct number(s) / e-mail addresses of the Secretary / designated officer to whom the director shall confirm in this regard. In the absence of confirmation, it will be presumed that he will physically attend the meeting.

5.      Directors attending the meeting though video conference shall be counted for the purpose of Quorum.

6.      At the start, Conclusion and at re-commencement of the meeting a roll call shall be made by Chairman or Secretary to ensure presence of quorum throughout the meeting.

7.      The place where Chairman or secretary is sitting during the Board meeting shall be taken as the place of meeting for the purpose of section 288 of the Companies Act, 1956.

8.      If a motion is objected to and there is a need to vote, the Chairman / Secretary should call the roll and note the vote of each director who should identify himself.

9.      In the end of the Board Meeting,  Chairman of the meeting shall announce the summary of the decisions taken in that meeting in respect of each agenda item and names of the directors who have consented or dissented to those decisions. Video recording of that part of the meeting shall be preserved by the company for one year from the conclusion of that meeting.

10. In the minutes of the Board Meeting, chairman also confirms the mode of attendance of every directors of the company during last three meetings, whether personally or through electronic mode.

11. Draft Minutes of the Board / Committee Meeting shall be circulated in soft copy within 7 days of the Board Meeting /Committee Meeting.