The Securities and Exchange Commission issued Memorandum Circular No. 6, Series of 2020, otherwise known as the “Guidelines on the Attendance and Participation of Directors, Trustees, Stockholders, Members, and Other Persons of Corporations in Regular and Special Meetings through Teleconferencing, Video Conferencing and Other Remote or Electronic Means of Communication”, which took effect on 12 March 2020.
Some of the salient provisions are as follows:
- Board Meetings of Directors or Trustees
The notice of board meetings shall include, among others, the following information: (a) all pertinent materials for discussion which shall be numbered and marked in such manner that the director or trustee can easily follow and participate in the meeting; (b) that a director or trustee may participate via remote communication; and (c) the fact that there will be a visual and/or audio recording of the meeting. [Sec. 6]
If a director or trustee intends to participate in a meeting through remote communication, he/she shall notify in advance the Presiding Officer and the Corporate Secretary of his/her intention. The Corporate Secretary shall note such fact in the minutes of the meeting. [Sec. 4, par. 2]
Every attendee shall state for the record the following: (a) full name and position; (b) location; (c) confirmation that he/she can clearly hear and/or see the other attendees; (d) confirmation that he/she received the Notice of the Meeting including the agenda and materials; and (e) specify the device being used. [Sec. 7]
Corporations may issue their own internal procedures for the conduct of board meetings through remote communication or other alternative modes of communication to address administrative, technical and logistical issues. [Sec. 4, par. 3] In case of a need to vote, the director or trustee participating in the meeting via remote communication may cast his vote through electronic mail, messaging service or such other manner as may be provided in the internal procedures. [Sec. 8, par. 2]
The Corporate Secretary shall assume the following responsibilities: (a) ensure that suitable equipment and facilities are available for the conduct of meeting by remote communication; (b) ensure that attendees are able to hear and see the other participants clearly; (c) ensure that visual and audio recordings of the meeting are secured; (d) ensure that the visual and audio recordings are current and on-going and that there is no stoppage or interruption; (e) safe-keep and perpetuate the visual and audio recordings, and (f) require those who attended through remote communication to sign the minutes of the meeting at a reasonable time after such meeting. [Sec. 9].
- Meetings of Stockholders or Members
Corporations shall issue their own internal procedures embodying the mechanisms for participation in stockholders’ or members’ meetings and voting through remote communication or in absentia. [Sec. 13, par. 1]
The notice of meetings shall include, among others, the following information: (a) when attendance, participation, and voting by remote communication or in absentia are authorized, the requirements and procedures to be followed when a stockholder or member elects either option; (b) manner of casting of votes and the period during which vote by remote communication or in absentia will be accepted; and (c) the fact that there will be a visual and/or audio recording of the meeting. [Sec. 14]
In case the election or meeting was conducted through teleconferencing or any similar means, a visual and audio recording of the election or meeting should be secured. The Secretary is duty-bound to safe-keep and perpetuate in updated data storage equipment or facility the visual and audio recordings. [Sec. 14]
All pertinent materials for discussion shall be numbered and marked by the Secretary in such manner that the stockholder or member participating through remote communication can easily follow and participate. [Sec. 14]