Update of regulations on the holding of online meetings under the Emergency Decree on Meetings held via Electronic Means B.E. 2563 (2020)

 As organisations continue to navigate the challenges of COVID-19, societies and not-for-profit corporations may be concerned about upcoming meetings. In such regard, on 19 April 2020, an Emergency Decree on Meetings held via Electronic Means B.E. 2563 (2020) was enacted (electronic means also includes telephonic/teleconferencing) to replace the Notification of the National Council for Peace and Order (NCPO) No. 74/2014 (2557) because there have been difficulties in holding meetings under said Notification. Due to the COVID-19 outbreak situation around the World, it is necessary for the Thai government to control the epidemic by issuance of strict measures according to the recommendations of the World Health Organisation (“WHO”), especially on social distancing.

Under the previous Notification, at least one-third of attendees must physically attend the meeting at the same place; and all meeting participants must be present in Thailand. These restrictions are burdensome to working conditions for both the private and public sectors, e.g. annual general meetings of shareholders cannot be held and must be postponed indefinitely. Moreover,  everybody attending a meeting in the same place is contradictory to the current social distancing policy.

Thus, the Emergency Decree on Meetings held via Electronic Means B.E. 2563 (2020) is promulgated in order for both the private and public sectors to be able to estimate the date and time for holding an annual general meeting. We summarise the main amended points in the table below:

Notification of the National Council for Peace and Order (NCPO) No. 74/2014 (2557) Emergency Decree on Meeting held via Electronic Means B.E. 2563 (2020)

Clause 1

Definition

Meeting via electronic means” means a meeting which the law allows to go ahead either online or telephonically. In this regard, at least one-third of participants must attend the meeting in person at the same place, and all participants must be present within Thailand during the meeting.”

Participants” include directors, committee, subcommittee, secretary and assistant to the secretary of the committee and/or subcommittee.”

Section 4

Definition

Meeting via electronic means or telephonically means a meeting which the law allows to go ahead either online or telephonically. In this regard, participants are not required to be at the same place and are not required to be present in Thailand.”

Participants” include chairperson and vice chairperson of the Board of Directors, , directors, committee, subcommittee, secretary and assistant to the secretary of the Board of Directors, subcommittee or other juristic body as prescribed by law; as well as any person who is required to be present and/or expresses an opinion to Board of Directors, Subcommittee or any juristic body.”

Clause 3

“In addition to proceeding with each specific law, for a meeting prescribed by law, the chairperson may hold a meeting via electronic means; the result of which is the same as a meeting held under a specific law.

Online meeting is prohibited if it is about confidentiality according to the Regulation on National Security.”

Section 6

“In addition to proceeding with each specific law, for a meeting prescribed by law, the chairperson may hold a meeting electronically; the result of which is the same as a meeting held under a specific law.

Online Meeting as prescribed in the Ministerial Regulation is prohibited.”

Clause 4

An online meeting must conform with the standard of the security of the Online Meeting media prescribed by Ministry of Information and Communication Technology announced in the Royal Gazette.

Section 7

An online meeting must conform with the standard of the security of the Online Meeting media prescribed by Ministry of Digital Economy and Society announced in the Royal Gazette.

Clause 6

The person responsible for holding a meeting must:

i)         Arrange for participants to present themselves through Online Meeting before commencement of meeting;

ii)         Prepare the minutes of the meeting in writing;

iii)      Arrange the meeting to be recorded of sound or both sound and photographed of all Participants as a case may be throughout the meeting period, unless it is confidential meeting. It is deemed as a part of minutes of the meeting.

Section 9

The person responsible for holding a meeting must:

i)         Arrange for participants to present themselves through Online Meeting before commencement of meeting;

ii)        Arrange for participants to vote both by hand and poll;

iii)        Prepare the minutes of the meeting in writing;

iv)      Arrange the meeting to be recorded of sound or both sound and photographed of all Participants as a case may be throughout the meeting period, unless it is confidential meeting.

v)          Arrange for the electronic traffic data of Participants to be recorded and kept as evidence.

Data in (iv) and (v) are deemed as a part of the minutes of the meeting.