COVID 19 Update – Thailand to allow companies to hold shareholders and board meetings through electronic mode
On 19 April 2020, the Thai Government published in the Royal Gazette a new Emergency Decree on Teleconferences through Electronic Devices B.E. 2563 (2020) (“2020 Emergency Decree”). The 2020 Emergency Decree superseded the Announcement of the Head of the National Council for Peace and Order No. 74/2557 issued on 27 June 2014, which governed electronic meetings (“2014 NCPO Order”).
Prior to the 2014 NCPO Order, attendees of shareholders and board of directors’ meetings of business organisations in Thailand were required to be physically present at meetings. The 2014 NCPO Order modernised the meeting procedures by allowing meetings to be held electronically. The 2014 NCPO Order, however, required one-third of the quorum to be physically present at the meeting and all electronic attendees were required to be in Thailand when the meeting took place.
Recognising the need for social distancing and to support companies through the COVID-19 pandemic, the Thai Government decided to relax the existing requirements in the 2014 NCPO Order by allowing companies to hold their annual shareholders’ meeting, due 4 months after the companies’ fiscal year-end, wholly by electronic mode.
The 2020 Emergency Decree set outs the following in respect of electronic meetings:
- Attendees can attend meetings through teleconferences from anywhere in the world and physical attendance is not required.
- Meeting notices and documents can be sent electronically.
- Attendees to identify themselves before the start of the meeting.
- Attendees can cast votes, by show of hands or by poll, during the meeting.
- Minutes of meetings shall be documented in writing.
- Either audio or both audio and visual recording of the meetings shall be made, except for confidential meetings.
- All electronic traffic data of all attendees shall be collected.
- Pending an announcement of the new Security Standards to be issued by the Ministry of Digital Economy and Society under the 2020 Emergency Decree, compliance with the Security Standards issued under the 2014 NCPO Order remains necessary.
The 2020 Emergency Decree applies to public and private companies, trade associations and chambers of commerce.
This article was written by Aiyapa Thummakul of the Corporate and Commercial Practice Group of Pisut & Partners.