In response to the National Council for Peace and Order’s announcement to recognize electronic meetings in June 2014, the Department of Business Development of the Ministry of Commerce later issuing its own guidelines with a view to clarifying certain issues on electronic corporate meetings in September 2016.

In organizing an electronic corporate meeting, whether a board of directors’ meeting or a shareholders’ meeting, a company must ensure that the following criteria are fully complied with:

• the chairman of the meeting shall elect to conduct an electronic meeting;
• one-third of the quorum must be physically present at the same meeting venue;
• all attendees, including shareholders, directors, secretary of the meeting and advisors, must be in Thailand during their participation in the meeting;
• the meeting’s control system must be in compliance with the standards prescribed by the Notification of the Ministry of Digital Economy and Social (formerly known as the Ministry of Communication and Information Technology) re: Security Policy and Standards of the Meeting via Electronic Media B.E. 2557 (2014), where it shall at least include the following basic particulars: (i) the audio or audiovisual communication among the meeting participants must be conducted via information and communication technology or telecommunication, either wired or wireless; (ii) the system must link at least two meeting venues; (iii) the system must allow two-way communication so that the participants can interact with each other; (iv) there must be a device transmitting information from one to another venue, e.g. a telephone or a video camera; and (v) there must be a device linking or adapting the audio or video signal which is compatible with the information and communication technology or telecommunication used to facilitate the reception of the audio or audiovisual contents by the participants;
• the chairman presiding over the meeting and/or the system controller must, in a case of emergency, be able to disconnect the audio or visual signal, or both, immediately or to cease the transmission of information to any or all communication devices of the participants;
• the minutes of the meeting must be made in writing; and
• the entire meeting must be voice and/or video recorded, where such recording shall form part of the minutes of the meeting.

In addition of the foregoing, it should be noted that there are other requirements on both IT security standards and preparations for electronic meetings that corporations must comply with.

The notice sending method for an electronic meeting is also relaxed, allowing notices to be dispatched via email. However, the notice period as stipulated in the articles of association must be strictly complied with and the notice of a shareholders’ meeting must be published in a local newspapers. 

Both private and public companies can hold an electronic meeting, but a public company must first verify if its articles of association allow electronic meetings or it will be required to amend its articles of association to accommodate electronic meetings before putting it into practice.

The change in policy to recognize and facilitate electronic meetings by corporations will allow the board of directors and shareholders to discuss their company’s business more frequently and cost-efiectively, especially when the directors and/or shareholders are travelling or are based in difierent locations. However, it still does not accommodate the situations where the board members and/or shareholders are not in Thailand during the meeting. 

Should you have any questions on the issue concerning the subject matter hereof, please feel free to contact your regular contacts or the contact provided below.


Disclaimer : This article has been prepared for the general information of our clients. It is not our legal advice and should not be regarded as such. The contents herein should not be relied upon without further consultation with our lawyers. 

The Capital Law Office takes no legal responsibility or liability in relation to any part of this article or any error or omission.

Contacts 

Paradorn Leosakul
Partner
Email: paradorn@thecapitallaw.com

Voraluck Worachuttharn
Senior Associate
Email: voraluck@thecapitallaw.com

The Capital Law Ofice Limited
44 Smooth Life Tower 15th Floor
North Sathorn Road, Bangrak
Bangkok 10110
Tel. +66 (0) 2633 9088

In response to the consultation letter of the Department of Business Development, Ministry of Commerce dated February 19, 2018 with regards to public limited company’s issues relating to the event that the chairman position becomes vacant, or the chairman is unable to perform his duty (i) in convening the board of directors’ meeting in the case that the remaining directors can constitute the quorum; and (ii) in convening the shareholders meeting in the case that the remaining directors cannot constitute the quorum under Section 81 and 83 of the Public Limited Companies Act B.E 2535 (1992) (as amended) (the “PLC Act”), Office of the Council of State (3rd committee) has issued a memorandum No. 839/2561 on May 11, 2018 clarifying the relevant legal provisions as follows.

In convening a board of directors’ meeting, Section 81 of the PLC Act prescribes that the chairman is obliged to convene the meeting. However, in the event that the chairman position becomes vacant, or the chairman is unable to perform his duty, the remaining members of the board of directors, given that a quorum is constituted, may convene a board of directors’ meeting to continue carrying out the management and business operation of the company in accordance with the shareholders’ resolutions, articles of association and objectives of the company. In the case that any vacancy of directors result in the remaining directors not constituting a quorum, the remaining directors shall only convene the shareholders’ meeting to elect new directors to fill in the vacancies pursuant to Section 83 of the PLC Act. However, in the event that the chairman position also becomes vacant, or the chairman is unable to perform his duty, the remaining directors shall be able convene a shareholders’ meeting in order to elect the vacancies on the board of directors immediately; such board of directors’ meeting shall adhere to the law regarding the board of directors’ meeting, keeping in mind the intention of the PLC Act which encourages the continuity of business operation. This conforms with the spirit of the PLC Act such that rules and procedures relating to the duty and authority of board of directors shall be for the benefit of the business of the company and complies with the shareholders’ resolutions and articles of association of the company. It was further noted that in order to avoid future issues and ensure operation without interruption going forward, the company may consider amending its articles of association to accommodate the convening of board of directors’ meeting in the event that the chairman position becomes vacant, or the chairman is unable to or not willing to perform his duty as mentioned above as well as amending other provisions concerning operations of the board of directors to the extent that does not contradict the true intentions and objectives of the PLC Act. The opinion of the Council of State not only obtains a pragmatic approach to solving the issues of vacancy in positions of the board of directors, but also highlights the view that provisions of the PLC Act cannot be construed solely for the literal meaning of the words, but must be interpreted in conjunction with the true intentions of the law which aims to facilitate the continuity of business operation as well as to protect the benefits of the company. Should you have any questions on the issue concerning the subject matter hereof, please feel free to contact your regular contacts or the contact provided below. 

Disclaimer: This article has been prepared for the general information of our clients. It is not our legal advice and should not be regarded as such. The contents herein should not be relied upon without further consultation with our lawyers.
The Capital Law Office takes no legal responsibility or liability in relation to any part of this article or any error or omission.

Contacts 
Patraporn Milindasuta
Partner
Email: patraporn@thecapitallaw.com
Ngamnet Triamanuruck
Associate
Email: Ngamnet@thecapitallaw.com
Nahathai Kiativinyu
Associate
Email: Nahathai@thecapitallaw.com
The Capital Law Office Limited
44 Smooth Life Tower 16th Fl., 
North Sathorn Rd., Bangrak,
Bangkok 10500 Thailand.
Tel. +66 (0) 2633 9088