The Covid-19 situation has accelerated digital transformation across the globe. Many organizations in Thailand, started to use e-meetings as an alternative to physical meetings during the early stages of the spread of Covid-19 in order to reduce face-to-face contact. The use of e-meetings was further accelerated by city lockdowns, travel bans and implementation of work from home procedures.
The law has allowed board of directors and share-holders’ meetings to be conducted by electronic means since 2014. However, previously various requirements had to be met to hold electronic board of directors and shareholders’ meetings by electronic means. Some of these requirements defeated the purpose of holding e-meetings. The key requirements that were thought to make e-meetings impractical were: (i) the requirement that one-third of the quorum must physically attend the meeting at the same venue and (ii) all attendees must attend the e-meetings from within Thailand.
Thai companies must hold annual shareholders’ meetings (AGM) to approve the audited ﬁnancial statements within 4 months from the end of the ﬁscal year. A board meeting must be convened to call for an AGM. Since most Thai companies adopt 1 January - 31 December as their ﬁscal years, therefore, April is usually the busiest month during the “AGM season”. Coincidentally, this year the number of persons infected by Covid-19 Thailand reached its peak at the end of March. A lockdown, which was to reduce Covid-19 infections was ordered before the beginning of the busiest month of the AGM season.
In response to the Covid-19 situation, the Ministry of Commerce and Stock Exchange of Thailand issued interim measures to allow AGMs to be delayed. Furthermore, in order to make e-meet-ings more practical, on 19 April 2020, the Emergency Decree re Teleconference through Electronic Media, B.E. 2563 (2020) was enacted to remove the requirements that one-third of the quorum must physically attend the meeting at the same venue and that all attendees must attend the e-meetings in Thailand. As a result, companies have started adopting board and shareholders meetings in the form of e-meetings.
Currently, the Electronic Transactions Development Agency is accepting applications for certiﬁcation of conformity with standards for maintenance of security for electronic meetings under the applicable notiﬁcation issued by the Ministry of Digital Economy and Society. If the system used for e-meetings is certiﬁed by this agency, it is deemed to be compliant with the standard set forth in the relevant notiﬁcation.
Even though it would take some time for e-meetings to be established as routine practice, it is fair to say that e-meetings have already become part of ‘new normal’.