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SEC Internal Guidelines on Attendance in Meetings via Teleconferencing

Courtesy of: fintechphilippines (Photo)

In view of the Enhanced Community Quarantine, the Philippine Securities and Exchange Commission issued SEC Memorandum Circular No. 6, Series of 2020, providing “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”.

Here are the salient points of the Memorandum:

  1. Board meetings may be conducted through remote communication. Note, however, that directors cannot attend or vote by proxy at board meetings.
  2. 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.
  3. A majority of the directors as stated in the articles of incorporation shall constitute a quorum. A director who participates through remote communication, shall be deemed present for the purpose of attaining quorum.
  4. At the start of the meeting, the Presiding Officer shall instruct the Corporate Secretary to make a roll call. 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 (ie., smartphone, tablet, laptop, desktop, television, etc.)
  5. Participation in stockholder meetings, including the right to vote, may likewise be done remotely, as long as provided for in the bylaws or by majority of the board of directors.

In sum, the Memorandum makes it possible for the board of directors to issue resolutions and decide on corporate acts during the Enhanced Community Quarantine.

The full text of SEC Memorandum Circular No. 6, Series of 2020 may be found on this link: http://www.sec.gov.ph/wp-content/uploads/2020/03/2020MCNo06.pdf

For further queries on this matter or other legal concerns, you may contact us from Mondays to Fridays, 9:00 AM to 6:00 PM, through our email: mfl@mflegal.com.ph, and our website at http://mfbr.com.ph.

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