It finally happened , on 1.7.2022, the parliament in Finland passed the law to allow the organization of official meetings such as annual meetings remotely or in hybrid form. At the same time ended the pandemic's state of emergency laws.
This is really good news. The Parliaments Legal Affairs Committee even edited the cabinets proposal to support remote attendance. With the new law comes new responsibilities for meeting organisers, that must be taken into consideration to keep the meeting legally binding.
Let us recap what it means to hold a remote or hybrid annual meeting.
For any company or organization, holding an annual meeting is required by law at least once a year. Some time ago, there were on-site meetings, but with the pandemic came the need to allow remote participation. So remote and hybrid meetings became the standard, as temporary laws were passed to allow remote and hybrid meetings.
Just some years ago, there were on-site meetings, but with the pandemic came the need to allow remote participation. So remote and hybrid meetings became the standard, as temporary laws were passed to allow remote and hybrid meetings.
A remote meeting is where all participants join from a separate location, for example from the comfort of their own home on a device such as a laptop, mobile phone, tablet with an internet connection. Remote meetings can be held using technology such as Microsoft Teams or Zoom that allow for a video feed, meaning participants can interact by talking or using the chat function. Some meetings do not have a video feed, and attendees can only listen to the meeting and speak through their phone or computer microphone.
The only difference between this and holding a hybrid meeting is that in a hybrid meeting, some attendees attend the meeting in person in the meeting room, and the rest join in and participate remotely. Hybrid meetings have increased in popularity immensely over the last couple of years, and we predict that almost all meetings will offer the opportunity to join remotely in the future. When more shareholders or members are able to participate in the decision making, productivity increases and you can commit attendees even further to your organizations goals, for example your companies next funding round.
Below are listed the 7 things you must consider when organizing a remote or hybrid annual meeting:
1. Change to the Company or Association By-Laws
Your by-laws must state that it is possible to hold a remote or hybrid annual meeting using an internet connection and online device. This by-law change needs to be proposed and approved in a official shareholder or general meeting.
2. Invitation to remote to hybrid meeting
In the future, once your by-law states that it is legal to organize remote or hybrid meetings, your board needs to decide that the meeting is organized that way and call upon the meeting. For remote attendees, the invitation must state in addition to the physical place of the meeting, the internet page, or meeting pages address from which attendees can join the meeting.
3. Identifying the participants
You need to identify all the participants strongly. They all must have a right to vote regardless of whether they are attending remotely or at the meeting location. You must know exactly the number of votes present at the start and during the meeting, if there is a need to vote.
4. Elections and voting
Should differences of opinion arise during an official meeting, and arriving at a consensus is not possible, are you able to hold trustworthy real-time voting? You need to be able to provide those attending remotely the opportunity to vote by either mail voting or electronic voting.
5. Pre-meeting voting & elections
Should you be unable to organize remote online voting for your meeting attendees, you must provide them with the opportunity to vote by mail well before the meeting. Make sure that this is also documented in your by-laws. Should you organize mail voting, you must reserve ample time for it prior to the meeting. Early voting can also be organized electronically, which removes the need for manually sending and receiving letters, and voting slips, and the time-consuming action of counting votes is something of the past. All this saves time. Should early voting take place, during the meeting you can no longer add items to the agenda, nor change voting options.
6. Are the meeting decisions auditable?
Should a situation arise where you need to vote during a meeting, can you prove and document the participants, number of votes, and results, so that they can later withstand an audit?
7. Equal participation
Do you offer equal participation for all participating in the meeting regardless of if they are attending remotely or on-site? Your attendees MUST be given the chance to express their opinion, be it via online chat, or raising their hand and getting their turn to speak DURING the meeting, NOT after once decisions have already been made. Two-way meeting service provider, such as Microsoft Teams makes this possible.
The above are all things that MUST be in order if you want to organize a legally binding remote or hybrid meeting. Should it become apparent that your meeting was not legally binding, any decisions made, such as one to raise a new financing round, approving the financial statement, the selection of a new board, all these decisions can be overturned.
Do you want to hold a LEGALLY BINDING remote annual meeting and are still unsure of how to make it happen? Click on the button below and book a meeting with Votech’s Chief Executive Officer Jari.
It's quite astounding that this law was only passed in 2022, when clearly there are so many benefits to holding remote and hybrid annual meetings, and you can read about those benefits in my next blog, so look out for that in the upcoming weeks!