But the Order still posed significant limitations on electronic meetings by requiring that:
- all of the meeting attendees must be physically present in Thailand; and
- at least one third of the quorum must physically attend the meeting at the same physical meeting venue.
Because of these limitations, it remained difficult to hold an official electronic meeting under Thai law.
However, as of April 19, 2020 these unfortunate limitations have been removed by the enactment of the Emergency Decree on Electronic Meetings (2020) (the “Decree”). The Decree repealed the Order and cancelled the abovementioned two significant limitations under the Order. Pursuant to the Decree, the meeting attendees:
- do not have to be present in Thailand; and
- do not have to physically attend the meeting venue.
The Decree applies to any meeting required to be held by Thai law, including but not limited to directors and shareholders meetings. But it does not apply to:
- meetings of the House of Representatives, the Senate and the National Assembly;
- meetings for preparing a judgment or an order of the Court; and
- meetings for carrying out a procurement process of a government agency, a local government agency, a State enterprise, a public organisation and other State agencies.
Under the Decree, any person holding an electronic meeting must:
- keep as evidence a meeting invitation letter, as well as any enclosures, that are sent by an email (which is allowed under the Decree as opposed to the standard postal requirement);
- arrange for the attendees to identify themselves prior to joining the meeting;
- arrange for the attendees to be able to vote, whether disclosed voting or secret voting;
- arrange for an audio or video record, or both, of every attendee throughout the period of the meeting;
- provide a minutes of the meeting in writing; and
- collect the electronic traffic data of all the attendees as evidence.
The Ministry of Digital Economy and Society will issue a new announcement on security standards for electronic meetings in due course. Until then, the existing security standards issued under the Order – the Announcement of the Ministry of Information and Communication Technology on Security Standards for Meetings through Electronic Devices (2014) (the “Security Standards”) – will continue to apply to the extent that they do not contradict the Decree.
The Security Standards include, among other things:
- An electronic meeting organiser must implement in writing a meeting control system prior to the meeting and must arrange to have a system controller who will maintain and manage an electronic meeting system throughout the meeting;
- There must be a reliable access management via a combined process of identification, authentication, authorisation, and accountability;
- The computer traffic data arising from the meeting control system must be securely recorded and maintained;
- The meeting chairman and/or the system controller must be able to easily disconnect attendees or terminate sessions in progress; and
- All attendees must be able to view the data being presented on their own devices.
In a nutshell, a meeting required under Thai law for example, directors and shareholders meetings of both private and public Thai companies, as well as meetings of partnerships, trade associations, charitable foundations, and chambers of commerce, can now take place entirely via electronic means, and attendants will no longer be required to be physically present in Thailand.
– Weeraya Kippen
DUENSING KIPPEN is an international law firm specializing in business transaction and dispute resolution matters, with offices in Bangkok and Phuket, Thailand and affiliated offices in over 75 other countries. Visit them at duensingkippen.com