Typically, meetings of directors and/or shareholders of Thai companies take place physically, given legal restrictions which limited the practicality of convening such meetings electronically.
In light of the Covid-19 coronavirus situation and broad social distancing measures, the Thai government brought the Emergency Decree Re: Electronic Meetings B.E. 2563 (2020) (the Emergency Decree) into force on 19 April 2020 to assist companies in electronically convening meetings of directors and shareholders. In summary, the new rules provide that notices to convene a board of directors or shareholder meeting may be sent by e-mail; it is no longer necessary for a physical board of directors and/or shareholder meeting to take place; and it is not necessary for participants joining a meeting electronically to be physically located in Thailand.
On 26 May 2020, the Ministry of Digital Economy and Society issued and published the Notification re: Standards for Electronic Conferencing Security B.E. 2563 (“DE Notification”) in the Royal Gazette. This became effective on 27 May 2020. Therefore, from this date, electronic meetings need to comply with the new standards set forth in the DE Notification.
Key requirements of e-meetings under the DE Notification
– All attendees must be able to present themselves via electronic communications prior to their attendance.
- The company may use means of electronic identification, e.g. username and password, one-time password (OTP) to verify the identity of each attendee.
- The attendees can communicate or interact by audio or audio and video throughout the meeting. A backup plan in the event of disruption during the meeting, e.g. teleconference or message communication service, must be provided.
– Accessibility to the documents related to the meeting by the attendees. Documents related to the meeting must be sent to the attendees prior to the meeting or be presented during the meeting.
– A method of identification must be used for voting by the attendees.
– There must be a system for temporarily halting the broadcasting or transmitting of information to any person immediately in case of urgency or necessary, e.g. if any attendee has a special interest in the agenda item.
– Audio, or audio and video records of all attendees throughout the meeting, except in the case of confidential meetings, must be maintained by the meeting organizer. After each emeeting is held, the meeting organizer must keep the audio or audio and video recording, the computer traffic data arising from the recording, security for such records and data and evidence relating to the e-meeting. If the meeting is organized by a service provider, the records must be delivered by the service provider to the meeting organizer within seven days from the date of the meeting.
– The e-meeting must have at least the following security standards:
- Privacy and personal data protection
- The electronic information related to or created from the meeting must have authenticity, accountability, non-repudiation and reliability.
In addition, the Electronic Transactions Development Agency (“ETDA”) or other agency as specified by ETDA may examine and certify the conformity of the meeting control system with the DE Notification. If the system is certified by the said agency, it is deemed to be compliant with the standard set forth in this DE Notification. The criteria and method for the examination and certification of the system will be set by the ETDA.
However, if any electronic meeting was already prepared before the DE Notification became effective, that meeting when held must comply with the ICT Notification. However, the meeting must not take place more than 60 days from the date of the enforcement of the DE Notification.
Effectiveness of electronic meetings conducted in compliance with the DE Notification
All the meetings held in compliance with this DE Notification are deemed to be lawful under section 11 of the Emergency Decree.