The French government recently passed Ordinance no. 2020-321 which allows for board meetings or any other meetings held for governance purposes to be held remotely. While the Canadian government has not created specific regulations or official guidance for Canadian board members, it stands to reason that digital meetings should be secure and that directors should have the same access to information that they always have.
Additionally, Canada currently has no regulations against holding board meetings digitally or by audio conference. While considering digital board meetings, this is also a good time to review the legal duties of the board and to ensure that directors are maintaining their fiduciary responsibilities and duty of care during the COVID-19 crisis.
Legal Considerations for Board Members
The fiduciary duties and obligations of the board are to the corporation, and not to individuals within that corporation. As such, it is important to “hold the line” against individual stakeholders who may be used to having more of a voice than others. This includes but may not be limited to executives, shareholders, and institutional investors.
First there must be a line to hold. We have created a fact sheet for Canadian board members on creating a crisis management plan and we encourage you to download it. To summarize, part of the fiduciary duty of a board member is to ensure that your company has a plan for how it will manage the crisis. Once that plan is established and communicated internally, it can be referred to when dealing with specific complaints and demands to do something differently.
Health & Wellbeing of Employees
A director’s duty of care is not just for financials, but for the wellbeing of its employees.. While it is true that a number of employees may need to be laid off during and after COVID-19, care should be taken in how they are laid off and if they could be retained or rehired with the Canadian government’s 75% wage subsidy.
Your employees have enough to worry about right now without being concerned about their jobs, and how your business acts now will be remembered once this crisis is over. The Government of Canada provides resources for managers in its guide for employees regarding their rights and responsibilities during COVID-19. Review it to make sure your workplace practices are adhering to federal and other regulations. Employees should be treated as fairly as you can within the constraints of what is possible, especially if you want to retain top talent post-crisis. Many employees are afraid to speak up for various reasons, including an overriding fear of losing their jobs and being treated as “difficult”. Make sure your plans for your employees are well-communicated at the leadership level and individually to each employee through their direct managers.
Every precaution must also be taken to maintain health and safety during this time, both for remote workers and any workers that are required to work in a retail or office setting. Digital workplace safety could involve providing your staff with security tools and education to prevent phishing scams, video conference hacking, and more
Digitizing Your Board Meetings
There are two critical considerations for converting your board meetings to digital ones. These are selecting an appropriate video conferencing solution and choosing board portal software to manage your sessions. The first item is simple – your company probably already has a solution it is using, so a request to your IT department from the corporate secretary to get board members set up with it is probably all that is needed. If your company does not presently have a solution, look for a secure, reliable solution that protects your organization’s precious data.
Board portal software such as DiliTrust Exec can be used to organize and transmit files in advance of your meeting. There are huge advantages to using board portal software instead of just relying on email to send documents and build board books. First, board portal software is designed specifically for board members and corporate secretaries. It is easy to build a board book and make changes at the last minute, all without sending around different versions of the file by email.
DiliTrust’s Governance suite’s board portal allows for voting, agenda setting, note taking and much more on either a tablet or a laptop. DiliTrust Exec is ready to be deployed right away, and its intuitive interface allows for the most technically challenged members of your board to use it easily and without the distraction of learning an entirely new technology. If they do need assistance, they can take advantage of unlimited training and 24/7 customer service provided by our expert support staff at our Montreal office.
