Council Secretariats 2.0: Digitalisation and automation for the modern era

Introduction

In the digital era in which we find ourselves, technological transformation has reached all areas of society and the economy, and the business world is no exception. Digitalisation has become an essential tool for competitiveness and efficiency in business processes, and Boards of Directors cannot be left behind.

Why is it important to implement digital solutions in Council Secretariats?

In an increasingly connected and fast-paced world, digitalisation has become essential for competitiveness and to ensure efficiency in business processes. Digital solutions for Board Secretariats are a commitment to innovation and sustainability in business management. Holding meetings by videoconference, the use of electronic signature platforms, and the implementation of digital communication and collaboration tools are just a few examples of how digitalisation can improve and modernise the management of Board Secretariats.

Can Board meetings be held by videoconference and General Meetings of shareholders?

In recent years, since the pandemic, there has been an increase in the telematic attendance of directors at board meetings and general meetings of shareholders instead of traditional physical attendance. Holding meetings by videoconference allows members and directors to attend from anywhere in the world, saving time and travel resources. It is also possible to hold these meetings in a hybrid format.

The Capital Companies Act regulates the possibility of telematic attendance and the holding of General Meetings exclusively by telematic means, but is silent on the subject of Board meetings, although this alternative is commonly accepted.

However, certain requirements must be met in order to be able to hold meetings by videoconference. In particular, the articles of association must provide for this possibility.

It is therefore possible for both the Board of Directors and the General Meeting to hold fully telematic or mixed meetings, provided that the Articles of Association provide for attendance by telematic means. If the Articles of Association provide for the possibility of attending the General Meeting by telematic means, guaranteeing the identity of the subject, the notice of the meeting must detail the deadlines, forms and methods of exercising the shareholders’ rights.

The holding of the meeting exclusively by electronic means is subject in all cases to the identity and legitimisation of the shareholders and their representatives being duly guaranteed and to all attendees being able to participate effectively in the meeting by appropriate means of remote communication. The notice of call shall inform of the formalities and procedures to be followed for the registration and drawing up of the list of attendees, for the exercise by them of their rights and for the proper recording in the minutes of the proceedings of the General Meeting. The exclusively telematic meeting shall be deemed to be held at the registered office, irrespective of where the chairman of the meeting is located.

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How to streamline the process of signing corporate documents?

The use of electronic signature platforms is a very useful tool for streamlining and improving the management of the Board Secretariat, and in particular, for the signing of corporate documentation, including minutes of General Shareholders’ Meetings and Board of Directors’ meetings.

The use of electronic signature platforms makes it possible to sign, among other things, the minutes of the meeting remotely and securely, without the need to travel or send them by post. In addition, the electronic signature guarantees the authenticity and integrity of the document.

Using electronic signature platforms streamlines document approval and signature processes, enabling faster and more efficient decision-making; it reduces the use of paper and associated costs, contributing to sustainability and economic efficiency. It also facilitates the tracking and storage of signed documents, which improves transparency and control of the activity of corporate bodies.

What security measures should be taken into account in the digitisation of Council Secretariats?

Security is a fundamental aspect in the digitisation of Board Secretariats as sensitive and confidential information is handled. The use of secure and trusted platforms and tools, the implementation of clear security protocols and policies, and the training and awareness of board members on cybersecurity are some of the security measures to be considered.

At ILP Abogados, we are aware of the importance of digitalisation in the business world, and for this reason, we offer a comprehensive advisory and support service in the implementation of digital solutions for Board Secretariats, adapting to the needs and objectives of each company, and guaranteeing security and regulatory compliance throughout the process.

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