How the new normal impacts on virtual board meeting governance

Virtual Board Meetings: Understanding South Africa’s Legal Landscape

In our previous two articles, we explored how companies can overcome the challenges typically associated with virtual meetings and unpacked the opportunities presented by meeting in a distributed environment. In this piece, we shift our focus to the legal and regulatory framework governing virtual board meetings in South Africa.

Even before the COVID-19 pandemic, corporate law in many jurisdictions had already begun addressing the compliance implications of digital administration. These early amendments were largely driven by the rise of video conferencing platforms. As a result, the path to legal compliance in today’s digital-first world—where Microsoft Teams, Cisco Webex, and Zoom are ubiquitous—has already been well paved.

South Africa’s Legal Framework

In South Africa, the responsibilities of company directors during virtual board meetings are clearly defined in the Companies Act 71 of 2008. Importantly, directors’ duties and liabilities remain unchanged, whether they attend meetings in person or via electronic means.

However, while director accountability remains constant, there are some key compliance areas that require closer attention when meetings take place virtually. These are governed primarily by the Companies Act and the Electronic Communications and Transactions Act 25 of 2002 (ECT Act).

Legal Status of Virtual Meetings

According to the Companies Act, board meetings may be conducted entirely virtually or in a hybrid format—provided the company’s Memorandum of Incorporation (MOI) does not prohibit this. In legal terms, joining a board meeting via a recognised video conferencing platform is equivalent to being physically present.

Additionally, notice of a board meeting may be delivered electronically—typically via email—so long as sufficient notice is given to directors. Directors are also legally permitted to electronically sign board resolutions and documents, a flexibility that facilitates more agile governance.

Electronic Signatures and Voting

When it comes to verifying electronic actions, there is a distinction between the Companies Act and the ECT Act.

• The Companies Act does not specify how electronic signatures must be verified.

• The ECT Act, however, defines an “advanced electronic signature” as one that is issued by an accredited authentication service provider and is capable of uniquely identifying the signer.

In practice, this means that a digitally authenticated vote or action—such as clicking to confirm a resolution—meets the legal standard for electronic compliance, provided the user has been appropriately authenticated.

Voting electronically—whether via email or board portal—is also legally valid, as long as the company’s MOI does not prohibit such practice.

Key Takeaway

Virtual board meetings are now part of the operational norm for many South African organisations. While this shift has brought new efficiencies and flexibility, it also introduces new areas of legal compliance that directors and company secretaries must be aware of.

Staying informed about the regulatory requirements outlined in the Companies Act and the ECT Act ensures that your board continues to operate legally, ethically, and effectively—regardless of whether meetings take place in a boardroom or online.

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[Updated: May 2025]