Teleconference meeting: What's the location for the Minutes?
A group of our policy committee members recently discussed this question: If a meeting is held by teleconference and all attendees are dialling in from different places, what is the location of the meeting when recording the minutes?
Where directors are unable to attend meetings in person, section 248D of the Corporations Act allows directors’ meetings to be called or held using any technology which has the consent of all the directors. Minutes should reflect whether directors attended the meeting in person or through the use of technology (See Governance Institute’s Best Practice Minutes).
Directors are increasingly taking advantage of the flexibility and convenience of teleconferencing technology such as Skype to attend board and board committee meetings. Many meetings continue to have a physical setting — commonly the company boardroom where directors and the company secretary meet to facilitate the meeting. Directors who are unable to attend the meeting can dial-in via teleconference or video technology. Increasingly however, all members are attending the meeting via technology, and there is no one physically attending the meeting in the company’s offices. This is particularly the case on weekends, after hours, when participants are overseas or when the company secretary is working away from the office.
The question initiated a good discussion. Some members recommended including a provision in the company’s constitution providing for the location of the teleconference to be the place where at least one of the directors (usually the chair) is present for the duration of the entire meeting. They conceded however that this provision would not help where all meeting participants are dialling in from separate locations.
One member reported the practice they adopted in situations where all attendees are dialling in from home is to note in the minutes that the meeting has been held via teleconference in accordance with the relevant section of the company’s constitution that enables directors to use technology to hold meetings.
Another member suggested that the physical location of the meeting would be the place from where the teleconference call has been initiated. However, this could result in the company secretary’s home address being noted as the location of the meeting when they are working from home — an outcome our members did not favour. Other members had the view that the address of the registered office of the company should be used as the location of the meeting.
As with most governance issues, there appears to be no ‘one size fits all’ approach to this question.
I would be interested in hearing from our members about your views.