Corporate
Conduct of Meetings through Teleconferencing, Video Conferencing and other Remote or Electronic Means of Communication
Updated as of 24 April 2020
The Securities and Exchange Commission (SEC) issued on 12 March 2020 Memorandum Circular No. 6, series of 2020 (MC No. 6) providing for 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.
For quick reference, below is a table on the meetings through remote communication of directors/trustees and stockholders/members:
Meetings through Remote Communication | ||
Directors/Trustees | Stockholders/Members | |
Requirement | Notify in advance the Presiding Officer and the Corporate Secretary. Corporate Secretary shall note in the Minutes. | Notify in advance the Presiding Officer and the Corporate Secretary. Corporate Secretary shall note in the Minutes. |
Participation by Proxy | Cannot attend nor vote by proxy | Can attend or vote by proxy |
Quorum | Majority of the directors/trustees as stated in the AOI, unless the RCC, the AOI, or by-laws of the corporation provide for greater majority | Majority of the outstanding capital stock/members, unless otherwise provided in the RCC or in the by-laws. |
Notice of the Meeting | Manner of giving notice shall observe that provided in the by-laws or by board resolution, including through electronic mail, messaging service, or such other manner Notice of regular or special meetings must be given to every director/trustee at least two (2) days prior to the scheduled meeting, unless a longer time is provided in the by-laws The notice shall include instructions to facilitate participation in the meeting through remote communication among other information required in Section 6 of MC No. 6. | Corporate Secretary shall send the written notice to all stockholders in accordance with the manner of giving notice in the by-laws. Notice of regular meetings should be sent to stockholders/members at least 21 days prior to the scheduled meeting, unless a longer time is provided in the by-laws. Notice of special meetings shall be given at least one (1) week before the meeting, unless a longer time is provided in the by-laws Notice may be sent to all stockholders/members through electronic mail or such other manner as may be provided in the by-laws The notice shall contain the specifics of the meeting including the fact that there will be a visual and audio recording of the meetings among other matters stated in Section 14 of MC No. 6. Pursuant to SEC Notice dated 20 April 2020, publicly-listed companies (PLCs) and other companies with registered securities under SEC Markets and Securities Regulation Department (MSRD)’s supervision that would hold their Annual Stockholders Meeting (ASM) for 2020 through remote communication are allowed to publish the Notice of the Meeting of ASM to stockholders. The said Notice must contain the following:
The Notice of the Meeting shall be published in the business section of two (2) newspapers of general circulation, in print and online format, for two (2) consecutive days, and the last publication of the Notice of Meeting (print and on-line) shall be made no later than twenty-one (21) days before the scheduled ASM. Compliance with the foregoing shall be considered compliance with the requirements under the 2015 SRC IRR, RCCP, and other applicable SEC issuances. |
Roll Call | At the start of the meeting, the Presiding Officer shall instruct the Corporate Secretary to make a roll call, and thereafter, shall confirm and note participants and certify existence of quorum. Every attendee shall state for the record the information in Section 7 of MC No. 6. | The conduct of roll call is not specifically provided for. |
Voting | Votes may be cast through electronic mail, messaging service, or such other manner as may be provided in the internal procedures, but shall be sent to both Presiding Officer and the Corporate Secretary for notation. | Votes may be cast in person, through proxy, and through remote communication or in absentia if allowed in the by laws or board resolution of the majority of the board of directors applicable for a particular meeting. Stockholders/members of corporations vested with public interest may vote in the election of directors, trustees, or officers through remote communication or in absentia even without a provision in the by-laws of such corporations |
Corporations may issue their own internal procedures for the conduct of board meetings and meetings of stockholders through remote communication or other alternative modes of communication to address administrative, technical, and logistical issues, keeping in mind the unique situations of each corporation.
Corporations may immediately conduct board meetings and meetings of stockholders/members through remote communication or other alternative modes of communication for the limited purpose of approving the provisions in their bylaws or internal procedures which will govern participation in board meetings and stockholders/members’ meetings under the circular. Corporate Secretaries are mandated to comply strictly with the requirements of the MC.
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