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In 2014, the Thai government implemented modernizing procedural requirements which allowed companies to have their meetings through teleconference or video conference according to the Announcement of the National Council for Peace and Order No. 74/2557 on Teleconferences through Electronic Devices (“Order No. 74/2557”).
After that many announcements and explanations issued by virtue of the Order 74/2557 were made to set additional requirements by the relevant authorities, e.g. the Ministry of Information and Communication Technology, the Ministry of Commerce by the Department of Business Development, etc. However, such order and additional requirements of the government and relevant authorities may not be convenient or applicable for the companies to conduct meetings through teleconference during COVID-19 crisis since there are some restrictions,e.g. one-third of the quorum number of directors must be situated in the same place in the same meeting room, all participants must be in Thailand, the company must specify in the Articles of Association that the company is allowed to conduct teleconference or video conference, etc.
These restrictions have caused the participants in the meeting to be unable to conduct social-distancing measure to prevent the epidemic of COVID-19 according to the Government policy. In this regard,on 19th April 2020, the government announced and implemented new requirements to replace the Order No. 74/2557 which allows the companies to continue their meeting and also comply with social-distancing measure.
Therefore, in this newsletter, we provide to our clients information on the Emergency Decree on Teleconferences through Electronic Devices B.E. 2563 (A.D. 2020) which contains new requirements for holding their meeting duringCOVID-19 crisis.
Emergency Decree on Teleconferences through Electronic Devices B.E. 2563 (A.D. 2020)
As mentioned above, on 19th April 2020, the government issued the Emergency Decree on Teleconferences through Electronic Devices B.E. 2563 (A.D. 2020) (the “Emergency Decree”) which introduced the new requirements for holding a meeting through teleconference. For better understanding,we have summarized the new requirementsunder the Emergency Decree, as follows:
| Topics | Section | New Requirements under the Emergency Decree |
| The definition of Conference Attendees |
Section 4
|
The Conference Attendees mean committee chairman, committee vice-chairman, committee members, subcommittee members, secretaries and assistant secretaries of the committee, sub-committee, or other group of members prescribed by the law, including the person who is obliged to provide his/her explanation to the committee, sub-committee or such group of members as well. |
| The conference that this Emergency Decree will not apply to |
Section 5 |
The requirements will not apply to: (1) Conference of the House of Representatives, Senate and Parliament; (2) Conference for preparing a court’s judgement or order; (3) Conference for implementing a procurement process of the government agency, local government organization, state enterprise, public organization and state agencies; and (4) Other conferences prescribed by the Ministerial Regulations. |
| Section 6 paragraph two | Electronic conferencing is prohibited on any matter as prescribed by the Ministerial Regulations. | |
| Standards for electronic conferencing security | Section 7 |
Electronic conferencing must be conducted in accordance with the standards for electronic conferencing security imposed by the Ministry of Information and Communication Technology and as published in the Government Gazette. Remarks: Since the new announcement regarding the standards for electronic conferencing security issued by the virtue of the Emergency Decree is not yet announced, the Announcement of the Ministry of Information and Communication Technology on Security Standards for Teleconferences through Electronic Devices B.E. 2557 (A.D. 2014) issued by the virtue of Order 74/2557 will still be enforced only when it is not contrary to the Emergency Decree (Section 12 of the Emergency Decree). |
| Sending of notice |
Section 8
|
The notice for calling a conference and related documents may be sent by an electronic mail. In addition, the person who is in charge for arranging the conference must keep a copy of the notice of the conference and related documents as evidence, which may be stored in electronic data format. |
|
Obligation of the person are in charged for arranging the conference |
Section 9 |
The person who is in charged for arranging the conference will have the following obligations: (1) Arrange for all conference attendees to identify themselves as attendees through electronic media before joining the conference; (2) Arrange for all conference attendees to be able to vote whether by open ballot or secret ballot; (3) Prepare a written minute; (4) Make audio or audio and video recording in electronic data format, as the case may be, of every conference attendee throughout the conference period, except for a confidential conference; and (5) Store traffic log of all conference attendees as evidence. |
| Section 9 paragraph two | Data in (4) and (5) shall be treated as a part of the minutes | |
| Payment of meeting allowances | Section 10 | In an electronic conferencing, if there must be any payment of meeting allowances or consideration whether in any name to conference attendees, those will be paid to conference attendees who identify themselves as attendees for joining the conference through electronic media. |
| Legal status and evidence in the legal proceedings | Section 11 |
Any conferences which are held through electronic media in accordance with this Emergency Decree is deemed as legitimate conferences and these electronic data can be used as an evidence in the legal proceedings, either civil, criminal or any other cases.
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In addition, if there is any meeting through teleconferences made under the Order 74/2557 before the announcement of this Emergency Decree, such meeting is still deemed as legitimate conference as per this Emergency Decree as well.
In conclusion, even though the Emergency Decree wasmade, there must be additional announcements or ministerial regulations of relevant authorities to support this Emergency Decree.We will inform you accordingly if there is any update on these regulations.
Mr. Wichien Harnpraween
Managing Partner
wichien.h@wissenandco.com
Tel:+662 2592627 thru 9
Fax: +662 2592630