Board meetings via videoconferencing

Published April 2, 2015
A new article 61 to be added relates to board meetings through tele/videoconferencing. Photo courtesy: worldcall.com.pk
A new article 61 to be added relates to board meetings through tele/videoconferencing. Photo courtesy: worldcall.com.pk

KARACHI: WorldCall Telecom Limited on Wednesday sought ‘no-objection’ from KSE and the LSE, the two exchanges on which it is listed, relating to alterations that the directors plan to make in the company’s articles of association.

The alterations generally pertain to the holding of board meetings. A new article 61 to be added relates to board meetings through tele/videoconferencing: “The directors may hold their meetings through tele/videoconferencing in emergent situation where it is not possible for them to be physically present at the venue of the meeting provided that the minutes of such meetings are approved/signed subsequently by all the directors who participated in such meetings, requirements of requisite quorum and other legal formalities relating to holding of such meetings have been observed, as applicable for the time being.”

Several years ago, the SECP had allowed listed companies to hold their board meetings through video-conferencing where it was not possible for the directors to be present at the venue of the meeting. The new section to the Companies Ordinance, 1984 was added by the regulator on the urgings of many multinational companies with foreign directors on board.

It was particularly helpful in case of quarterly board meetings and audit committee meetings required to be held under Companies Ordinance, 1984. Besides being cost-effective, the use of tele/videoconferencing for board meetings was ‘to be used only in emergent situations’ , aimed at facilitating participation of foreign directors who may be reluctant or unable to travel to the country.

Such ‘paperless’ compliance of Companies’ Ordinance in respect of board meetings was believed to have helped companies to hold emergent and quarterly meetings through videoconferencing. However, it also robbed the local directors and entourage that was thrilled to travel to exquisite destinations in Egypt, France, Europe, Switzerland and even the Caribbean islands for meetings of the board. Yet within the parameters fixed by the regulators, the SECP and the SBP, many foreign-sponsored companies continue to hold annual board meetings at awe-inspiring holiday resorts at company costs so as to allow the directors to unwind and mix business with pleasure.

Published in Dawn, April 2nd, 2015

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