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Accounting Alert

Minutes of the Meetings of Stockholders

This Accounting Alert is issued to circulate Securities and Exchange Commission (SEC) Memorandum Circular (MC) No. 11-2024 dated July 11, 2024, which provides guidelines to publicly listed companies in uploading the minutes of their regular and special stockholders’ meetings.

Guidelines

1. Contents — The contents of the minutes of the meeting shall include, among others, the following:

a. Date, time, and place of the meeting, including the adoption of remote or electronic means of communication, if applicable;

b. A list of the directors, officers, and stockholders who attended the meeting;
Determination of quorum;

c. The agenda/matters discussed and resolutions reached;

d. A description of the voting and vote tabulation procedures used in the meeting;

e. A record of the voting results for each agenda item, including approving, dissenting, and abstaining votes for each agenda item;

f. A description of the opportunity given to stockholders to ask questions; and,

g. 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.

2. Signatory — The minutes of the meeting shall be signed by the Corporate Secretary or the Assistant Corporate Secretary as identified in the company’s General Information Sheet.

3. Posting — The minutes of the meeting shall be posted on the company’s website within five (5) business days from the date of the regular or special stockholders meeting.

4. Imposable Penalties — Non-compliance with the timely posting and minimum required information of the minutes of the meeting shall be subject to the following penalties:

Violation Basic Penalty Monthly Penalty
Failure to timely post / update periodic reports / disclosures Php 20,000 Php 5,000
Incomplete Disclosure of Minimum Required Information Php 5,000 Php 1,000
No Signature / Wrong Signatory Php 5,000 Php 1,000

Effectivity

This Memorandum Circular shall take effect on 15 July 2024 after publication in two (2) newspapers of general circulation. All covered companies who have already conducted their 2024 Annual Stockholders Meeting prior to 15 July 2024 are given five (5) business days to upload the minutes of the meeting in their respective websites. 

 

Please see attached circular for further information including the remaining sections.

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