Virtual Meeting

What Is a Virtual Meeting? A Guide to Compliant and Effective Digital Governance

The traditional image of a board meeting—convened exclusively in a physical boardroom—has been fundamentally reshaped by globalisation, digital transformation, and the lessons of the recent past. The virtual meeting is no longer a rare exception but a standard and essential mode of conducting governance.

A virtual meeting is a formal gathering of individuals conducted in real-time over the internet, using audio and video conferencing technology to allow participants in different physical locations to see, hear, and interact with each other as if they were in the same room. A variation of this is the hybrid meeting, where a core group of participants gathers in person while others join remotely.

For a modern Board of Directors, mastering the virtual meeting is critical. It offers unprecedented flexibility and agility, but it also introduces unique legal, technological, and behavioural challenges that must be carefully managed. This guide provides a comprehensive exploration of the virtual board meeting from a South African governance perspective, focusing on its legal validity, best practices for effectiveness, and the indispensable role of technology.

The Legal Framework for Virtual Meetings in South Africa

South Africa is fortunate to have a modern and enabling legal framework that was ahead of its time in providing for electronic meetings. The Companies Act, 71 of 2008, explicitly sanctions this practice.

The Companies Act: A Progressive and Enabling Statute

The Act contains clear provisions for both board and shareholder meetings conducted electronically.

Board Meetings (Section 73(3))

This section is the cornerstone of virtual board governance. It states that, unless the company’s Memorandum of Incorporation (MOI) provides otherwise, a meeting of the board may be conducted by electronic communication.

  • The Key Condition: The Act imposes one crucial condition: the chosen electronic communication method must enable all persons participating in that meeting to communicate concurrently with each other without an intermediary. In practice, this means the technology must support real-time, two-way audio and, ideally, video communication. A simple conference call, a one-way webinar, or an email chain would not suffice. The goal is to replicate the interactive nature of an in-person meeting.

Shareholder Meetings (Section 63)

The Act extends this modern approach to shareholder meetings. Section 63 allows for shareholder meetings to be conducted entirely by electronic communication, or for shareholders to participate electronically in a physical meeting. The conditions are similar: the MOI must permit it, and the notice of the meeting must provide shareholders with clear instructions on how to participate electronically.

Legal Equivalence and the Quorum

The Act is explicit that any director or shareholder who participates in a meeting through a compliant electronic method is deemed to be "present" at the meeting for all legal purposes. This is critically important, as it means a director attending via video conference:

  • Counts towards establishing the Quorum.

  • Is entitled to vote on any Motion or Resolution.

  • Is considered to have attended the meeting for the purposes of their official Attendance record.

The Governance Dimension: Virtual Meetings and the King IV Report

The King IV Report on Corporate Governance does not distinguish between the formats of meetings. Its principles of ethical and effective leadership apply with equal force, whether a meeting is held in person, virtually, or in a hybrid format.

Upholding Principles in a Digital Context

The board must ensure its chosen meeting format allows it to fulfill its governance duties effectively.

  • Effective Leadership (Principle 1): The board must be satisfied that its virtual meeting practices enable robust debate, constructive challenge, and decisive leadership.

  • Informed Decision-Making: The technology and processes must ensure that all directors have equal access to information and an equal opportunity to contribute to the discussion, thereby supporting informed decision-making.

The Evolving Role of the Chairman of the Board

The Chair's role as a facilitator becomes even more critical in a virtual setting. They cannot rely on subtle, in-person cues. A successful virtual Chair must be more deliberate and structured in their approach, actively calling on individual directors, summarising discussions to ensure alignment, and using formal polling or voting features to achieve clarity on decisions.

Technology and Information Governance (Principle 12)

This King IV principle makes the governance of technology and information a direct responsibility of the board. The selection of a secure, reliable, and fit-for-purpose virtual meeting platform is a direct application of this principle. The board cannot simply delegate this to the IT department; it must satisfy itself that the chosen solution protects the confidentiality of its highly sensitive discussions. This includes ensuring robust Secure File Sharing capabilities for all meeting materials.

Best Practices for Effective Virtual Board Meetings: A Lifecycle Approach

An effective virtual meeting requires more discipline and more meticulous preparation than a traditional one.

Phase 1: Before the Meeting – Meticulous Preparation is Key

  • Technology Readiness: Every participant is responsible for ensuring their technology is ready. This means testing their internet connection, camera, and microphone well in advance of the meeting.

  • Professional Environment: Directors should join from a quiet, private, and well-lit location, free from interruptions. A professional background (real or virtual) should be used.

  • The Digital Board Pack: The Agenda should be even more detailed, with clear time allocations for each item. The Board Pack must be distributed digitally in a format that is easy to navigate and annotate.

  • Pre-Meeting Briefings: It is good practice for the Chairman of the Board to have brief check-in calls with key participants, especially for complex or contentious topics.

Phase 2: During the Meeting – Fostering Engagement and Security

  • Virtual Meeting Etiquette:

    • Join Early: Log in at least five minutes before the official start time to resolve any technical issues.

    • Mute by Default: Mute your microphone when you are not speaking to eliminate background noise.

    • Use the "Raise Hand" Feature: This allows the Chair to manage the flow of speakers in an orderly fashion.

    • Camera On: Keeping your camera on promotes engagement and helps participants read non-verbal cues.

    • Identify Yourself: When speaking, it is good practice to state your name first (e.g., "A question from John...").

    • Avoid Multitasking: Give the meeting your full, undivided attention. Responding to emails or messages during the meeting is disrespectful and a dereliction of your duty.

  • Security Protocols: The meeting must be secure. This means using a platform that requires authentication to join and using unique, password-protected meeting links that are not shared publicly.

Phase 3: After the Meeting – Clear Record-Keeping

  • The Meeting Minutes: The Company Secretary has the crucial task of accurately recording who was present and confirming that the technology enabled concurrent communication throughout the meeting. The minutes should clearly document how votes were taken and their outcomes.

  • Action Tracking with Decision Tracking: Capturing and formally tracking all action items is vital to ensure that the decisions made in the virtual space are translated into real-world implementation.

How an Integrated Board Portal Revolutionises the Virtual Meeting

While standalone video conferencing tools like Zoom or Teams are functional, a purpose-built board portal like BoardCloud integrates the virtual meeting into a complete governance ecosystem, solving many of its inherent challenges.

A Single, Secure Environment

BoardCloud provides a "single pane of glass" for the entire meeting lifecycle. Directors log into one secure platform where they can:

  • Access and annotate the Board Pack.

  • View the interactive Agenda.

  • Join the integrated, secure video conference.

  • Participate in formal, auditable votes.

  • Review draft Meeting Minutes after the meeting.

This eliminates the need to juggle multiple applications and ensures that all activities take place within a secure, controlled environment.

Enhancing Security and Compliance

By providing a "walled garden" for the meeting, a board portal mitigates the significant risks associated with insecure meeting links and the sharing of documents via email. Access is strictly controlled through user authentication, ensuring that only authorised individuals can join the meeting or view the materials. This directly addresses the board's information governance responsibilities under King IV.

Driving Engagement and Efficiency

The integrated nature of the platform keeps directors focused. The agenda can be displayed alongside the video feed, and a single click can open the relevant document being discussed. Integrated voting tools provide instant, accurate results, bringing clarity and decisiveness to the proceedings. The Company Secretary can even use an integrated Agenda Builder to prepare for the meeting.

Creating a Perfect, Automated Audit Trail

The portal automatically generates a secure, time-stamped record of who attended the meeting and for how long. This simplifies the process of creating an accurate Attendance Register and provides a robust, auditable record for the meeting minutes, demonstrating full compliance with the Companies Act.

Frequently Asked Questions (FAQ)

Are virtual board meetings legal in South Africa?

Yes, they are explicitly permitted by Section 73 of the Companies Act, provided the technology allows for real-time, concurrent communication among all participants and the company’s MOI does not prohibit them.

What is the difference between a virtual and a hybrid meeting?

A virtual meeting is fully remote, with all participants joining from different locations. A hybrid meeting is a mix, with some participants physically co-located in a boardroom and others joining remotely via video conference.

Does a director attending virtually count towards the Quorum?

Yes. The Companies Act deems a director participating through a compliant electronic method to be legally "present" for all purposes, including being counted for the Quorum.

Can a board meeting be recorded?

Yes, but this should be done with care. The Chairman of the Board must formally announce at the start of the meeting that it is being recorded. The recording itself then becomes an official company record that must be managed and stored securely in accordance with the company's record retention policy and data privacy obligations under POPIA.

Conclusion: The Future of Governance is Hybrid

The virtual meeting is no longer a temporary substitute but a permanent and powerful feature of the modern governance landscape. South African law is progressive and fully enables this practice. The responsibility, however, lies with the Board of Directors to ensure that these digital gatherings are just as secure, disciplined, and effective as their in-person counterparts. By embracing clear protocols, disciplined etiquette, and the power of an integrated board portal, organisations can overcome the challenges of the virtual boardroom and unlock its full potential for more agile, resilient, and inclusive governance.