Devika and Kavi’s Clause

Electronic Board Meetings

This clause requires company directors to endeavour to hold meetings electronically in order to minimise travel and the need for printed documents.

Jurisdiction: Aotearoa New Zealand

What this clause does

Board meetings can require significant travel commitments (often by air) for directors, company management and others who need to present to the meeting. Short-haul aviation is one of the most emissions-intensive means of travel. 

Board meetings can also create considerable and unnecessary amounts of physical paperwork and printing. Paper is energy-intensive and has a significant carbon and water footprint. Devika & Kavi’s Clause can be used in any shareholders’ agreement or company constitution. 

This clause adapts [Chloe's Clause] Environmental Business Charter for use in Aotearoa New Zealand.


1. Board meetings

1.1 Board meetings may be held by telephone, video call or other electronic means. 

1.2 [Considering the obligation under clause [●], the][The]* Board [will use reasonable endeavours to ensure that at least [50]%** of the Board meetings in each year are conducted by telephone or other electronic means][will consider whether any given Board meeting can be conducted by telephone, video call or other electronic means and will use reasonable endeavours to prefer that method of meeting where practical and appropriate].*** To avoid doubt, where all physical attendees at the Board meeting (whether or not some attendees also attend by telephone, video call or other electronic means) can travel to it on foot or by other non-emitting means, that meeting will discharge the Board’s reasonable endeavours obligation under this clause.

1.3 [To the extent reasonably practicable, materials for each Board meeting will be prepared and distributed electronically.]

* [Drafting note: Insert the first option if there is a clause in the relevant document requiring the business of the company to be conducted in a way which minimises GHG emissions (such as [Mackenzie & Maggie’s Clause] Carbon Neutral Agreement Clause or [Marguerite & Annabelle’s Clause] Ambitious Carbon Neutral Clause), which reinforces the intention of the shareholders to reduce emissions.]

** [Drafting note: Consider what percentage is appropriate here. This will depend on how necessary face-to-face board interactions are for the company.]

*** [Drafting note: Select option as appropriate depending on whether a set threshold or general preference for electronic meetings is preferred.]

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