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News update

Q&A with Governance Institute

  1. How do companies communicate securely with directors?

Secure communication and protecting confidential information are increasing concerns for many companies. Some companies provide directors with a ‘company’ email address so they can be notified when draft/chair approved minutes are available for review in the company’s board portal. Some companies have also stopped sending attachments in emails to directors and have also asked other parties such as auditors to only use the company email address to communicate with directors. Many companies have phased out using directors’ personal email addresses for company communication other than calendar invitations. Other companies have set up secure SharePoint sites with multi-factor authentication (MFA). Some other companies provide directors with a company iPad with a virtual private network and MFA.

  1. There are now a number of meeting platforms available which enable meetings to be recorded. Should these be used to assist minute taking? What about using AI to prepare minutes?

Given the significant recent advances in technology some members are considering whether to record minutes to assist in minute taking and investigating whether it is possible to use Artificial Intelligence (AI) to prepare minutes. Some board portals also provide a minute taking function. The 2019 Governance Institute/AICD Joint Statement on Minutes indicates that it is generally not considered good practice to use a recording device for minute taking. Issues to consider include: whether directors are likely to consent to recording meetings and whether recording the meeting would stifle the free flow of conversation at the meeting and make directors less likely to express their views. It is also important if you are considering using AI to be aware of confidentiality concerns given that you are likely to be using an external platform. If you plan to record a board meeting:

  • Ensure that you obtain consent to recording from all present, including any visitors,
  • Ensure that any recordings are destroyed as soon as the minutes have been approved – the position is similar to that of a company secretary’s handwritten notes. The minutes should be sole record of the meeting, and
  • If you are using AI make sure that any confidential information is not inadvertently loaded into an external platform.

For more information see:

  1. Is the Government going to review the 2021 continuous disclosure amendments?

The continuous disclosure law changes that were first introduced temporarily in 2020 and then permanently amended in mid-August 2021, included an unusual sunset clause which requires the Minister to take certain steps within six months of the two year anniversary of the commencement, or the amendments will cease to have effect (under section 1683C of the Corporations Act). The Minister must ensure that an independent review of the amendments occurs, a report of the review is tabled in Parliament and any recommendations arising from the report are to be responded to in a public statement. The Assistant Treasurer announced the Review in September 2023. Under the Terms of Reference the reviewer will have regard to:

  • whether the changes made to the continuous disclosure regime are working in support of an efficient, effective and well-informed market,
  • the effect of the amendments on the quality and nature of disclosures made by listed companies,
  • continuous disclosure regimes that operate overseas and the extent to which the Australian regime is consistent with those regimes, and
  • whether the amendments have given rise to barriers that may prevent compliance with or enforcement of the continuous disclosure obligations.

The reviewer is due to report to Government by 14 February 2024.

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