SEC Memorandum Circular 6-2020: Guidelines on Remote or Electronic Communication or in Absentia
The Revised Corporation Code of the Philippines (R.A. No. 11232) and SEC Memorandum Circular No. 6 series of 2020 provides that a Corporation may authorize in its by-laws or through the majority vote of the Board of Directors or Trustees, the conduct regular and/or special meetings in absentia or through the use of remote communication such as, but not limited to, videoconferencing, teleconferencing, audio conferencing, computer conferencing.
The following are some of the key points for the issuance:
• For stockholders or members to vote in the election of Directors/Trustees. However, for corporations vested with public interest, the right of the stockholders or members to participate and vote through remote communication or in absentia in the election of Directors or Trustees, respectively, is available despite the absence of the provision in the by-laws allowing the same.
• For stockholders or members to attend and vote in all regular and special meetings of stockholders or members.
• For Directors and Trustees to attend and vote in regular and special meetings of the Board of Directors or Trustees; However, Directors and Trustees are still expressly prohibited to attend or vote by proxy at such Board meetings.
The attendance of stockholders or members and directors or Trustees in absentia or remote communication shall be considered in constituting a quorum.
The manner of giving notice of election or meeting to stockholders or members, including the sending of written notice through electronic mail or such other similar manner, shall be stated in the by-laws.
In view of the allowance of remote communication or in absentia meetings, the Corporate Secretary shall assume the following responsibilities:
• Timely send proper notice of the meeting/s.
• Ensure that suitable equipment and facilities are available for the conduct of a meeting by remote communication.
• Ensure that attendees are able to hear and see the other participants clearly during the course of the meeting and that attendees should be able to communicate and be understood by the other party.
• Ensure that visual and audio recordings of the election and meeting are current and on-going and that there is no stoppage or interruption. Should an interruption or stoppage occur, the recording shall restart from the point where it was stopped or interrupted with proper statement of points in time.
• Ensure to safe keep and perpetuate in updated data storage equipment or facility the visual and audio recordings.
• Require those who attended the meeting through remote communication, to sign the minutes of the meeting whenever the act of signing is practicable at a reasonable time after the meeting.
• In board meetings, call the roll upon instruction of the Presiding Officer at the start of every meeting and in case of a need to vote in any item or matter in the agenda, to note the vote of each Director or a trustee.
• To safe-keep and perpetuate in updated data storage equipment or facility the visual and audio recordings.
In some cases, the proceedings can be attested by an independent auditor to tabulate electronic voting on the proposed agenda and election of the board.
Attached also is the link to the copy of SEC Memorandum Circular No. 6 series of 2020 for your reading reference.https://www.sec.gov.ph/mc-2020/mc-no-06-s-2020-guidelines-on-the-attendance-and-participation-of-directors-trustees-stockholders-members-and-other-persons-of-corporations-in-regular-and-special-meetings-through-teleconferenci/embed/#?secret=EQggouLyQ5
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