The Securities and Exchange Commission has required publicly-listed firms to publish in their respective websites the minutes of their shareholder meetings within five days of the event.
This is to ensure a timely and complete disclosure of information on their annual and special meetings to their stockholders and stakeholders, the SEC said.
The minutes should include the 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; the determination of quorum; the agenda/matters discussed and resolutions reached; and a description of the voting and vote tabulation procedures used in the meeting, the SEC said.
A record of the voting results for each agenda item, including approving, dissenting, and abstaining votes for each agenda item should also be included in the minutes posted, as well as 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, it said.
The SEC said the minutes of the meeting shall be signed by the corporate secretary or the assistant corporate secretary and the record should stay on the website for five years.
Companies failing to comply face a fine of P20,000 and another P5,000 for every month of non-compliance.
Minutes that fail to include the mandated information will also be fined a basic penalty of P5,000 and another P1,000 for every month of non-compliance.
Minutes that also bear the wrong signature or are not signed by the corporate secretary or assistant secretary will also be fined P5,000 as basic penalty and another P1,000 for every month of non-compliance.
“The foregoing penalties shall be without prejudice to any other penalties that may be imposed by the Commission pursuant to Presidential Decree No. 902-A, the Securities Regulation Code (RA8799), Revised Corporation Code (RA11232), and all other relevant laws, rules and regulations being implemented by the Commission, which may include the suspension or revocation of the covered company’s primary and/or secondary license and/or disqualification of its directors and officers; and further, to the penalties that may be imposed by the courts or other government agencies in the exercise of their respective mandates,” the SEC said.
The SEC said companies the rule takes effect on Monday (15 July), after its publication in two newspapers of general circulation.
Companies that had their shareholder meetings concluded as of 15 July have five days to comply.
