New rules for conducting board meetings and general meetings without physical presence

As a main rule, the proceedings of the board of directors and the general meeting of shareholders in Norwegian companies shall be conducted by way of physical meetings.

This may prove challenging in light of current restrictions issued by public health authorities preventing physical interaction and large gatherings with the aim to slow the spread of the novel coronavirus (Covid-19). Furthermore, many persons are subject to quarantine or self-isolation requirements imposed by quarantine regulations or employers.

On 27 March 2020, the Norwegian government enacted a regulation that – to a larger extent than existing legislation otherwise would allow for – enables private and public companies to conduct board meetings and general meetings by phone or conferencing technology (such as Microsoft Teams, Skype or Zoom). The regulation apples for both private and public/listed companies.

Board meetings

Under the new regulation, the chair of the board can decide that the board shall conduct its deliberations and voting by telephone, video conference, in writing or in other “proper manner” without the members of the board being physically present in meeting. No board member or the general manager may veto such procedure and demand that a physical meeting shall be held instead.

If the board’s proceedings shall be held by way of a physical meeting, each board member may deny a request to participate physically and instead choose to participate by inter alia telephone or video conference. The same applies to the general manager, the auditor and other persons that have the right or duty to participate in board meetings pursuant to company law.

The above also applies to the corporate assembly and corporate bodies other than the general meeting.

General meeting

As the main season for annual general meetings of shareholders is fast approaching, it has been decided that the board of directors may resolve  that also the general meeting may be held without a physical meeting. The meeting may be held by phone, video conference or in another manner which is deemed satisfactory (in other words ensures proper participation- and voting procedures).

The board of directors shall ensure that all shareholders can participate and vote, and that participation and voting can be controlled in a satisfactory manner. For companies with a large number of shareholders, this could be done by the board opening up for electronic participation and voting. In practice, this will apply to companies with registered securities, such companies can obtain a license for electronic participation/voting from their account operator.

Under the new regulation, the board of directors may also resolve more detailed rules for the proceedings of the general meeting, including rules for participating and voting.

The board shall also ensure that the auditor, the general manager and others who have the right or duty to attend may attend the general meeting without physical presence.

Duration

The above described regulation is interlinked with the time-limited Coronavirus Emergency Powers Act with expiry date 24 April 2020. We expect, however, that the regulation will be extended and in force as long as the current restrictions related to the coronavirus outbreak are effective.