How you can reimagine corporate governance while remaining compliant

Organizations have an opportunity to evolve traditional corporate reporting as we move beyond the temporary measures enacted during the COVID-19 pandemic.

Three questions to ask

• _{Given the changing rules since 2020, what is the current local position regarding holding remote board or shareholders' meetings?}
• _{In which jurisdictions can boards reliably hold virtual meetings utilizing technological means?}
• _{Which jurisdictions have formalized acceptance of e-signatures on board and shareholders’ meeting documents based on temporary rules enacted during the COVID-19 pandemic?}

As we move to the “beyond” phase of the COVID-19 pandemic, multinational companies are trying to understand their regulatory reporting obligations for their global entities. Since 2020, there have been a number of legislative and regulatory changes in the areas of corporate reporting deadlines and remote attendance at board and shareholders’ meetings. A number of those remain in place by further extension or have been incorporated into permanent legislative measures. In a number of jurisdictions, pre-pandemic rules apply again.

EY’s Global Corporate and Commercial Law Meeting and Digital Signature Guide has been updated to help legal teams understand the position around the world in relation to three pressing obligations:

• Meetings - Whether board meetings and shareholders’ meetings may be remotely held
• Annual accounts – The timeframe for approval and publication of annual accounts (if any)
• Execution - How the resolutions of such meetings may be executed (“wet ink” or digital signatures)

We settled on these three obligations as we have seen that deciding how to meet these obligations presents organizations with the best opportunity to reimagine their approach to corporate governance.

The legislative response to the COVID-19 pandemic meant that, when it came to corporate reporting, in many jurisdictions the regulatory authorities were forced to make allowances for delays and provide alternatives to existing procedures. Our guide highlights the widespread adoption of remote working, videoconferencing and e-signature technology during the COVID-19 pandemic and notes where these measures remain in place or have been permanently adopted. Our legal professionals report that that, in many jurisdictions, regulatory authorities have now accepted that these innovative forms of corporate reporting are equally as valid as traditional practices.

This presents an opportunity for organizations to think carefully about what they wish to achieve from each board or shareholders’ meeting and the levels of transparency they wish to disclose in their reporting. Many organizations are experiencing increased scrutiny from stakeholders on a number of fronts e.g., good governance, profitability and stakeholder management.

While digital transformation provides a number of opportunities to increase resilience, we believe that transforming the legal and corporate secretarial functions should not be viewed primarily from a cost reduction perspective. As our guide shows, there is a great opportunity to reimagine how the organization treats adhering to corporate reporting deadlines as part of achieving its wider strategic goals.