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SEC Mandates Publicly Listed Companies to Upload the Minutes of their Regular and Special Meetings

The Securities and Exchange Commission (“SEC”) issued SEC Memorandum Circular No. 11, Series of 2024 (“MC 11-24”) mandating Publicly Listed Companies (“PLCs”) to upload the minutes of their regular and special meetings to ensure the timely and complete disclosure of information by PLCs to both the SEC and their stockholders and stakeholders.

Under MC 11-24, PLCs are subject to the following guidelines:

  1. The minutes of the meeting (“MoM”) must include, among others:
  • Date, time, and place of the meeting, including whether remote or electronic means of communication were used.
  • A list of attending directors, officers, and stockholders.
  • Determination of quorum.
  • The agenda or matters discussed, and resolutions reached.
  • A description of the voting and vote tabulation procedures.
  • A record of voting results for each agenda item, including approving, dissenting, and abstaining votes.
  • A description of the opportunity given to stockholders to ask questions.
  • A record of questions asked, and answers given, or a statement that no questions were raised.
  1. The MoM must be signed by either the Corporate Secretary or the Assistant Corporate Secretary, as listed in the company’s General Information Sheet.
  1. The MoM must be posted on the company’s website within 5 business days from the meeting date. This includes the draft and approved minutes, which will be retained for 5 years. Draft minutes must be signed and posted within 5 business days and may include a watermark or footnote indicating they are subject to stockholders’ approval. Approved minutes, on the other hand, must be signed and posted within 5 business days from stockholders’ approval.

Additionally, PLCs will face a basic penalty of PHP20,000.00 and a monthly penalty of PHP5,000.00 for failing to post timely, update periodic reports, or disclose information. For incomplete disclosure or lack/incorrectness of a signature, PLCs will be imposed a basic penalty and monthly penalty of PHP5,000.00 and PHP1,000.00, respectively.

This MC took effect on 15 July 2024, after publication in 2 newspapers of general circulation. It is important to note that all covered companies who have already conducted their 2024 Annual Stockholders Meeting are given 5 business days to upload the MoM to their respective websites.