Patricia A. O. Bunye | Eric T. Dykimching | Juan Paulo M. Santos
The Securities and Exchange Commission (“SEC”) issued SEC Memorandum Circular No. 11, series of 2024 (“MC 11-24”) on 11 July 2024, mandating publicly listed companies (“PLC/PLCs”) to upload the minutes of their regular and special stockholders’ meetings (“Minutes”) in their respective company websites.
The salient features of SEC MC 11-24 are as follows:
- Contents of the Minutes
The contents of the Minutes must include, among others, the following key information:
- Date, time, and place of the meeting, including the adoption of remote or electronic means of communication, if applicable;
- A list of the directors, officers, and stockholders who attended the meeting;
- Determination of quorum;
- The agenda/matters discussed and resolutions reached;
- A description of the voting and vote tabulation procedures used in the meeting;
- A record of the voting results for each agenda item, including approving, dissenting, and abstaining votes for each agenda item;
- A description of the opportunity given to stockholders to ask questions; and
- A record of the questions asked and answers given or a statement that no questions were raised by the stockholders during the meeting, if there were none.
- Signatory
The Minutes must be signed either by the Corporate Secretary or the Assistant Corporate Secretary as identified in the PLC’s General Information Sheet.
- Posting
The draft Minutes shall be signed and posted on the PLC’s website within five (5) business days from the date of the stockholders’ meeting. The draft Minutes may include either a watermark or a footnote, which shall indicate that the draft Minutes is still subject to stockholder approval in the following stockholders’ meeting.
The approved Minutes of the previous meeting shall be signed and posted on the PLC’s website within five (5) business days from the approval by the stockholders.
Both the draft and approved Minutes must be retained on the PLC’s website for a period of five (5) years.
- Penalties
Violations by the PLC of its obligations under SEC MC 11-24 shall be penalized as follows:
VIOLATION | BASIC PENALTY | MONTHLY PENALTY |
Failure to timely post/update periodic reports/disclosures (See parts III and V) | PhP 20,000.00 | PhP 5,000.00 |
Incomplete disclosure of the minimum required information in the Minutes (See part I) | PhP 5,000.00 | PhP 1,000.00 |
No signature/wrong signatory (See part II) | PhP 5,000.00 | PhP 1,000.00 |
In addition to the above penalties, the SEC may impose additional penalties pursuant Presidential Decree No. 902-A, the Securities Regulation Code, the Revised Corporation Code, and all other relevant laws, rules and regulations being implemented by the SEC. Such penalties may include the suspension or revocation of the PLC’s primary and/or secondary license and/or disqualification of its directors and officers.
These are also without prejudice to the penalties that may be imposed by the courts or other government agencies in the exercise of their respective mandates.
5. Effectivity
SEC MC 11-24 took effect on 15 July 2024. PLCs which have already conducted their respective 2024 Annual Stockholders’ Meeting prior to the said effective date are given five (5) business days therefrom to upload the Minutes in their respective website.