Thailand: DBD has formally adopted corporate meetings via electronic media
On 23 September 2016, the Department of Business Development (“DBD”), the Ministry of Commerce has formally announced its clarification and adoption of corporate meetings via electronic media in line with an announcement by the National Council for Peace and Order (“NCPO”) issued in June 2014.
• Applicability: an electronic meeting is defined as any meeting required by law that is held via electronic media, provided that such meeting must have (i) at least 1/3 of the quorum physically present at the same meeting venue; and (ii) all meeting attendants physically present in Thailand at the time of meeting.
• Procedures: An electronic meeting must be held via a controlled electronic system applying IT security measures by voice and/or video recording (as the case may require) of all meeting attendants throughout the meeting period, including computer traffic data from such voice or video record. Such controlled electronic system must contain fundamental components according to the Notification of the Ministry of Information Technology and Communication (“ITC”) re: Security Policy and Standards of Electronic Meetings issued in November 2014.
• Private Company: a limited company may hold an electronic meeting in accordance with requirements under the NCPO’s announcement and the ITC’s notification, regardless of whether an electronic meeting is permitted in its articles of association (“AOA”).
• Public Company: a public limited company may hold an electronic meeting in accordance with the same requirements only if an electronic meeting is expressly permitted in its AOA.
• Legal Effect: Chairman of the meeting may alternatively decide to hold such meeting via electronic media. Such electronic meeting shall have the same legal effect as a physical meeting held in accordance with legal requirements.
• E-mail Invitation: an invitation to an electronic meeting can be sent via e-mail, provided that such e-mail must be sent in accordance with the timeline required by law and published in newspaper as required by law.
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