Minister Weerwind has tabled a bill put out for consultation, which makes it possible to hold meetings entirely online.
Temporary
General meetings of members of associations (including cooperatives and owners’ associations), as well as shareholders’ meetings of public limited companies (NV) and private limited companies (BV), must, by law, be held in person. Since 2007, legal entities have been able to stipulate in their articles of association that meetings may also be held partly online (hybrid). As in-person meetings were often in breach of the applicable COVID-19 measures during the pandemic, the Temporary COVID-19 Act on Justice and Security provides that it is temporarily permitted to hold meetings entirely online. This temporary Act, which has been widely utilised, remains in force until 31 January 2023.
Wish
In the business and voluntary sectors, there is a clear desire to make it legally possible for formal meetings to be held entirely online. The bill makes this possible, but naturally subject to certain conditions:
- the digital meeting should, as far as possible, mirror a face-to-face meeting;
- the participants must be identified;
- and they must be able to participate fully via digital means: they must be able to take part in the meeting via video and audio, be able to speak (using a two-way digital communication tool), and provision must be made for them to exercise their right to vote;
- The general meeting of members or shareholders must give its prior consent to the meeting being held entirely online.
Technology
Naturally, one potential problem with fully digital meetings is that connections may falter, meaning that not everyone is actually able to take part in (part of) the meeting. In this context, the bill imposes a duty of care on the legal entity: it must take all measures that can reasonably be expected to maintain connections during the meeting.