top of page
トップマネージャーオフィス

 If the board of directors meeting is held online, record the venue and minutes of the meeting

 In the past, the place where the board of directors was held in the minutes of the board of directors would have been written as "head office meeting room," but especially after the coronavirus pandemic, working from home has become the norm. As a result, important meetings such as board of directors meetings can increasingly be completed online.  
 
So, if all directors attend the board meeting online, where will the board meeting be held?  
 
The first idea is to write "Head office conference room" as before. The structure is such that everyone participates online in the main office conference room.  
 
I don't think there is anything wrong with this way of thinking, but according to the Enforcement Regulations of the Companies Act,
Article 101, Paragraph 3, Item 1 states "the date, time and place at which the board of directors meeting was held," but it is unclear at this point whether it can be said that there was a board of directors meeting even though no one was physically present there. From what I understand, it's a little unsettling.  
 
However, there are no legal restrictions regarding where the Board of Directors' meetings can be held. It may even be a private home. In that case, it would be safe to hold the meeting at the home address of the chairman (usually the representative director). Therefore,  
Date and time: *** 
  Venue: △△1-1-1, 〇〇-ku, Tokyo (representative director’s home)
  Chairperson: *** 
​ Participant:Director A (private home), Director B (private home)...
I think it would be better to write something like this.  

​Also, there is one more thing to note about recording the minutes. Nowadays, there are not many problems with the quality of online audio or images, but as long as it depends on the communication environment such as the Internet, the possibility of problems occurring cannot be denied. If there is any problem that interferes with the directors' discussions, it may affect the progress of the proceedings. Therefore, in the minutes of the meeting, it is necessary to state that the situation was the same as if the person were present at the time. ``Publication of reasons for maintaining the current system/operation among opinions/requests regarding deregulation, etc.'')

So, for example, you would write something like the following:  

"We confirmed that the web conferencing system allows attendees' voices to be immediately transmitted to other attendees, allowing them to express their opinions in the same timely and accurate manner as if they were all gathered together, and to discuss the agenda. has entered into deliberation.




 

 

Although we endeavor to ensure the accuracy of the information contained herein, it may be subject to change due to legal revisions, etc. It may also contain the author's personal views.

bottom of page