Briefing note on holding trustees' meetings by phone and video conference
With the current social distancing measures, many meetings are now being held by telephone or by video conference instead of in person.
We are all navigating uncharted waters as business and society faces up to the impact of COVID-19. We very much hope you and your loved ones remain in good health.
Please be assured that Fieldfisher is continuing to work with clients to navigate COVID-19 related issues and on business as usual needs. Do get in touch with us if you would like to chat anything through.
In order for trustees to do this, it should be checked whether they have the power to make decisions in this way. If there is a sole corporate trustee, this can be done by reviewing the Articles of Association of the corporate trustee. If there is more than one trustee, this can be done by reviewing the Scheme Rules. If necessary, the Articles of Association or the Scheme Rules can be amended to give the Trustees the power to make decisions at a meeting held by telephone or by video conference.
Packs of papers should be circulated before trustees' meetings in the same way for a phone or videoconference meeting as for any other meeting. This may most conveniently be done through an internet site to which the trustees have access using a password, or by attachments to an email to which the trustees again have access only using a password. The use of passwords is important for confidentiality and data protection.
During a trustees' meeting by phone or videoconference, more express communication will be required to ensure the proper functioning of the meeting.
Here is a checklist of points as to how such meetings are held:
We are all navigating uncharted waters as business and society faces up to the impact of COVID-19. We very much hope you and your loved ones remain in good health.
Please be assured that Fieldfisher is continuing to work with clients to navigate COVID-19 related issues and on business as usual needs. Do get in touch with us if you would like to chat anything through.
In order for trustees to do this, it should be checked whether they have the power to make decisions in this way. If there is a sole corporate trustee, this can be done by reviewing the Articles of Association of the corporate trustee. If there is more than one trustee, this can be done by reviewing the Scheme Rules. If necessary, the Articles of Association or the Scheme Rules can be amended to give the Trustees the power to make decisions at a meeting held by telephone or by video conference.
Packs of papers should be circulated before trustees' meetings in the same way for a phone or videoconference meeting as for any other meeting. This may most conveniently be done through an internet site to which the trustees have access using a password, or by attachments to an email to which the trustees again have access only using a password. The use of passwords is important for confidentiality and data protection.
During a trustees' meeting by phone or videoconference, more express communication will be required to ensure the proper functioning of the meeting.
Here is a checklist of points as to how such meetings are held:
Before the meeting
- Provide dial in details or Skype or other links to the trustees to dial in/attend the meeting.
- If dial in details are provided, provide a conference ID.
- Ensure that all the advisers who are to attend and all the trustees have a compatible system to be able to use the dial in or Skype.
- If the meeting is to exceed, say, 2 hours in length, set breakout times from the meeting in advance.
- Set up a series of meetings at pre-set times before and after breakout periods.
- Set up a test call for any participants who are new to conference calls or who may have phone issues if they are not in the UK.
- Have a clear communication channel, eg the scheme secretary's mobile number, for anyone who cannot join the call.
- Those using mobiles or rechargeable headsets to check that they are fully charged before starting long calls
During the meeting (these are matters for the chair of trustees, save where otherwise stated)
- Ensure all the advisers required and all the trustees (or at least a quorum of the trustees) are present at the outset.
- Require all persons present on the call to identify themselves.
- All attenders at the meeting should mute their line when others are speaking to maximise the sound quality.
- At a meeting by phone, each person who speaks should identify themselves first, so it is clear who is speaking.
- Check periodically that all attenders are hearing what is being said and that each trustee is understanding the matter which is being discussed and has an opportunity to ask questions or comment.
- Presenters of each item should ensure that all attenders are looking at the correct document before proceeding to present.
- Where a decision is made, ask each trustee whether they agree to the proposed decision.
After the meeting
- Check with each relevant adviser (and in some cases trustees) the actions allocated to them at the trustees' meeting.