Governing virtually

In the current climate the need for governance to be robust is vitally important. However, with a lockdown in place this can prove to be very challenging for both trustees of charities and governors of schools and academies. However, thanks to modern technology we are now able to do a lot more than perhaps would have been possible many years ago.

In the current climate it would appear the way forward is to hold virtual governance meetings. Whilst holding a telephone conference call is useful, being able to see the faces of fellow board members can prove to be much more useful – it can certainly limit the amount of times you attempt to speak over each other!

Below we have come up with some suggestions on how to hold a good virtual board or committee meeting.

Initial considerations

Firstly, double check that your Articles of Association allow you to hold meetings via e-communications. The Companies Act 2006 generally allows this but it is still worth checking ahead.  Recent guidance issued by the Charity Commission indicates that even if your governing document does not allow virtual meetings, as long as they are fully documented and the reasons for not holding an actual meeting are explained, the meetings will be deemed constitutional and valid.

Secondly, consider which platform will work best. There are many on the market. For example, I doubt many people knew who “Zoom” were 12 months ago but now we see this app being used widely. When considering which app to use do consider whether the app is GDPR compliant and does not place your not for profit entity at risk of non-compliance. The widely used platforms are:

• Zoom
• Skype
• Microsoft Teams
• GoToMeeting
• Google Hangouts

Each platform will have their own positives and negatives so do ensure you review these before making a suitable choice.

Meeting preparation

Before scheduling the meeting, you should ensure all participants can access the app or alternatively dial-in – include the dial-in details on any invitation.

The start time of the meeting is also worth considering and effectively preparing for some delays in participants joining. So perhaps schedule the meeting for 10 mins before the actual start to allow everyone to join rather than eating into precious meeting time.

It may also be worth asking the Clerk or Company Secretary to take care of arrangements for the meeting and sending out the invitations. They can then deal with any technology issues at the same time.

Prepare an agenda beforehand and send this with the invitation. Look to ensure each item on the agenda has a specific time allocation and this does not alter. This will allow anyone who doesn’t need to be present for the whole meeting to join just prior to their allocated slot. Ensure any agenda item has a clear “lead person” to drive forward that item during the meeting.

During the meeting

It should go without saying but ensure there is someone available to minute discussions of the meeting. They need to be able to hear all comments and identify who made them. Do not be afraid to seek clarity on this during the meeting rather than wait for the edits to minutes to be suggested. Recording of minutes is generally not recommended.

Having an app in place will enable the minute recorder to see who is or is not in attendance during the meeting. For those not in attendance, who have notified in advance, it is worth the Chair seeking any comments from them prior to the meeting so that these can be aired to the board/committee. Keeping them in the loop on any decisions arising from the meeting is also vital – so do ensure you follow up after the meeting.

If you cannot see who is present during the meeting, then it is worth considering a roll call – “yes miss/sir” in reply tends to help break the ice too!

During the meeting, all participants should ensure they are in a quiet space and away from disturbances. Remember to use the “mute” function when you are not speaking – this can help avoid background noise or an echo.

If there are certain papers or documents which are to be referred to during the meeting, then make this clear at the relevant agenda item so that all participants are looking at the same document. Ensure they are all clearly named and/or numbered.

Security

With participants all likely to be working from home, it is unlikely that paper packs will be sent out. Therefore, it is likely documents will be sent via email or available on portals. If papers are circulated by email, then do consider the risks involved with using personal email addresses if they are not linked to secure domains. All trustees and governors should ideally be using entity only email addresses for GDPR compliance.

Communication and effective chairing

The Chair is required to run the meeting, ensure a good debate, obtain the view of the meeting and reach a decision (if one is required). Allowing everyone to have their say and facilitating an effective debate can be challenging when the meeting is being held over the phone or internet.

During virtual meetings there is a risk of people talking over one another and/or accidentally interrupting and people not speaking at all. Having some ground rules in place might prove useful.

The Chair should always invite questions at the end of each agenda item before moving on. At the end of the meeting (under “Any Other Business”) the Chair should ask participants by name if they have any other matters to raise.

When it comes to decision making, at the end of the item, the Chair should state clearly what the board has just decided/noted. If the Chair does not do so and the minute taker is unsure of what has been agreed, they must ask at that point before the meeting moves to the next item.

The above has provided a brief overview of the legal and practical issues for virtual board and committee meetings. As always, if you are unsure about any legal issues, do speak with your legal adviser. But above all, continue to stay safe during these unprecedented times.