The director’s role has without a doubt become more onerous amidst the Covid-19 pandemic. However, the Companies Act makes provision for operating in a virtual world, which includes, inter alia:

  • A signature or an initial on a document may be made by or on behalf of a person by the use of an electronic signature or an advanced electronic signature.
  • Proxy forms, annual financial statements, prospectuses and annual reports may be lawfully created, signed, retained and sent electronically.
  • Meetings of shareholders and directors respectively may be conducted entirely by electronic communication.
  • The definition of “present at a meeting” includes a “virtual presence” or representation by electronic proxy.

Directors and officers are required to be cognisant of corporate legislation pertaining to their office, and have a duty to ensure that the company complies with all other applicable laws, industry or sector specific legislation. Directors are required to ensure that managers and employees are aware of the legislation, and that all within the company are committed to act honestly, with integrity, and a high level of competence and knowledge. Adherence to nonbinding rules, codes and standards of good corporate governance is considered to be key to the effective management and control of a company.

If you are unclear as to your role as a Director as regards the Coronavirus, do not hesitate to contact us for professional advice in this regard.