- On July 18, 2019, the Minister of Justice issued ministerial decision number 1/46 (the “decision”) setting forth the framework enabling directors of a Lebanese Joint Stock company to conduct and vote during Board of Directors (“Board”) meetings through teleconferencing and other technologies.
According to the Decision, the following conditions shall apply:
- Company should be validly formed under the laws of the Republic of Lebanon as a Joint Stock Company (SAL – ش.م.ل.);
- The articles of association of the company should clearly allow the Board to hold meetings through teleconferencing;
- The teleconference should be hosted on a web address provided by the chairman of the company specifically for that meeting;
- Said web address should give access to a secured and encrypted group call (audio or video); and
- Each participant should have received from the chairman of the company credentials to log into the group call and identify herself/himself/itself;
Other procedural requirements:
Notice of meeting should be sent in advance to all the Board members including a mention that the meeting will be held electronically, and giving them the right to object, according to the provisions of the articles of association.
During the meeting the Board members should benefit from a reliable, continuous, uninterrupted and secure call quality to be able to efficiently participate in the debates.
Directors are deemed present and attending the electronic Board meeting for the purpose of quorum and majority calculation, if they were continuously online until the vote.
The call shall be recorded through audiovisual means or otherwise.
- Minutes of Meeting:
The participation of the directors and proceedings shall be recorded and attached to the Minutes of Meetings. Although any interruption or technical issue occurring during the teleconference shall be recorded and mentioned in the Minutes.