Remote Communication and In-absentia Voting Under the Revised Corporation Code (RCC)

For Stockholders and Members

Under Sections 49 and 57 of the RCC for conduct of regular and special meetings of stockholders or members, a stockholder or member may attend regular or special stockholders’ meetings and exercise his vote in person, through a proxy, through remote communication or in absentia. To implement voting though remote communication or in absentia, the SEC shall issue rules and regulations governing participation and voting, and the corporation is required to establish appropriate requirements and procedures for voting taking into account the company’s scale, number of shareholders or members, structure and other factors consistent with the basic right of corporate suffrage.

This also applies to conduct of meetings by stockholders or members for election of directors or trustees. Under Section 23 of the RCC, attendance in meetings for said purpose and the right to vote may be exercised in person, by proxy, or through remote communication or in absentia, if the same is either authorized under the By-Laws of the Corporation or through the majority vote of the Board of Directors or Trustees. If the corporation is vested with public interest, the right to participate and vote through remote communication or in absentia is available despite absence of provision in the Bylaws allowing the same.

For Directors and Trustees

Under Section 52 of the RCC for conduct of regular and special meetings of board of directors or trustees, directors and trustees may attend such meetings in person or through remote communication or in absentia. However, directors and trustees are still expressly prohibited to attend or vote through proxy.

The attendance of both the stockholders and the directors and trustees through remote communication or in absentia is counted for purposes of quorum.