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Virtual Board Meeting Governance in South Africa

Access - Virtual Board Meeting Governance in South Africa

Many organisations are running their board meetings with some or all directors present virtually. In the early stages of the pandemic these meetings were arranged under pressure, using a patchwork of IT systems often assembled without full consideration of governance rules, electronic compliance and security risks.

This paper answers some fundamental questions that arise about the governance of virtual board meetings.

It addresses, in simple terms, how the South African Companies Act of 2008 applies to hybrid board meetings, resolutions arising from these meetings and the responsibilities of directors attending these meetings.

This paper answers some fundamental questions like:

  • Are virtual board meetings legal?
  • Are resolutions and votes made at virtual meeting legally binding?

In closing and in the interests of holding better board meetings, a Code of Virtual Meeting Conduct for Directors is proposed.