Code of Conduct for Virtual Board Meetings

Virtual Board Meetings – A New Reality

Board meetings held via virtual platforms are a relatively recent development.

In contrast, the well-established discipline of traditional, in-person board meetings has evolved over centuries and is underpinned by custom, convention and sound governance practice.

As such, many organisations are still in the process of formulating internal protocols to ensure that virtual board meetings remain efficient, effective, and compliant with governance requirements.

Below is a suggested checklist that can serve as the foundation for a Code of Conduct for Directors in Virtual Board Meetings. Naturally, each organisation may wish to adapt or expand on these rules to suit their specific operational needs.

Code of Conduct for Directors at Virtual Meetings

1. The Chairperson Controls the Meeting
   The designated Chairperson (or Meeting Director) has full authority over the meeting proceedings.

2. Immediate Compliance with Instructions
   All directors must comply promptly with any instructions issued by the Chairperson.

3. Cameras On at All Times
   Unless otherwise directed by the Chairperson, all attendees must keep their video cameras on for the duration of the meeting.

4. Microphones Muted When Not Speaking
   Microphones should remain muted unless a participant is explicitly requested to speak.

5. Electronic Hand-Raising to Speak
   Attendees must use the platform’s electronic “raise hand” function to indicate a desire to speak.

6. Wait to Be Recognised Before Speaking
   No director may unmute or speak until acknowledged by the Chairperson.

7. State Name Before Speaking
   When called upon, a director must state their full name before making any comments.

8. No Multitasking During Meetings
   Directors are expected to give their full attention to the meeting and refrain from any unrelated activities, including (but not limited to):

   • Reading or responding to emails

   • Reviewing unrelated documents

   • Internet browsing not directly related to the agenda item under discussion

9. Limited Keyboard Use
   Typing should be avoided during meetings unless it is for note-taking or directly responding to a question from the Chairperson.

By adopting a formal code of conduct, organisations can help maintain the integrity, professionalism, and productivity of their virtual board meetings. While these rules may evolve over time, having a clear framework in place is a crucial first step towards good virtual governance.

[Updated: May 2025]