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  1. Grant Thornton Philippines
  2. Alerts and Publications
  3. Technical Alerts
  4. Accounting Alerts
  5. 2020
  6. SEC Issues Guidelines on the Participation in Regular and Special Meetings through Remote Means of Communication

Accounting Alert

17 Mar 2020
  • Accounting Alerts
  • 2021 2021
    • Philippine Interpretations Committee Question and Answer 2020-05
    • Audit Readiness - Preparing your Annual Reports
    • Philippine Interpretations Committee Question and Answer 2020-04
    • Philippine Interpretations Committee Question and Answer 2020-03
    • Philippine Interpretations Committee Question and Answer 2020-02
    • SEC Memorandum Circular No. 35 series of 2020
    • SEC Memorandum Circular No. 34 series of 2020
    • SEC Memorandum Circular No. 33 series of 2020
    • Regulatory Relief on the Non-imposition of Sanction for Breach in Single Borrower's Limit by Certain Foreign Bank Branches
    • Guidelines on the Electronic Submission of Report on Reclassification of Debt Securities Out of Fair Value Category
    • Revised Guidelines on the Declaration and/or Distribution of Dividends for IC-Regulated Entities
    • PIC Q&A 2020-06, Accounting for Payments Between and Among Lessors and Lessees
    • PIC Q&A 2020-07, Accounting for the Proposed Changes in Income Tax Rates under the CREATE Bill
    • Amendments to the Guidelines on Reclassification of Debt Securities Measured at Fair Value to the Amortized Cost Category
    • Guidelines on the Electronic Submission of Requests for Investment Approval, Compliance with Security Deposit Requirements and Filing of Reportorial Requirements for IC-Regulated Entities
    • Insights to PFRS 3, Business Combinations
    • Navigating the Changes to International Financial Reporting Standards
    • COVID-19 Hedge Accounting Insights
    • BSP Circular 1110 Rationalization of Prudential Reporting Requirements
    • SEC Schedule and Procedure for the Filing of AFS, GIS and Other Annual Reports in accordance with MC 03-2021
    • Guidelines on the Electronic Submission of the 2020 Annual Statement of Life Insurance Companies, Life Units of Composite Insurance Companies and Mutual Benefit Associations
    • SEC Extension of Deadline for the Submission of General Information Sheet for 2021
    • Submission of the 2020 Annual Statement for Non-life Insurance and Professional Reinsurers
    • IC Guidelines on the Online Submission of 2020 AFS and Attachments for Insurance and Reinsurance Brokers
    • SEC Extension of the Deadline for the Submission of 2020 Annual Report of Publicly-listed Companies, Issuer of Registered Securities, and Public Companies
  • 2020 2020
    • Extension of Deadline for Submission of Forms/Notices
    • Online and Manual Submission of Forms/Notices Pursuant to SEC MC 28-2020
    • COVID-19 Accounting Implications for CFOs - Debt Modifications
    • Discussion Paper 'Business Combination under Common Control'
    • SEC Memorandum Circular No. 32 series of 2020
    • SEC Memorandum Circular No. 31 series of 2020
    • SEC Memorandum Circular No. 28 series of 2020
    • Insights into PFRS 16 - Lease Incentives
    • IASB issues Interest Rate Benchmark Reform Phase 2
    • IFRIC 23 - Uncertainty Over Income Tax Treatments
    • COVID-19 Going Concern Considerations
    • Extension of Deadlines and Interim Procedures for the Submission of Printed/Hard Copies of Annual Reports
    • IASB Defers the Effective Date of IAS 1 Amendments
    • Guidelines on the Electronic Submission of the Annual Report and Audited Financial Statements to BSP
    • Filing of Annual Reports During the Temporary Closure of the SEC Main Office until July 26, 2020
    • Work Suspension at the SEC Main Office and Extension of Deadlines for Certain Corporations
    • Adjustment of Deadlines for Submission of Annual Reports to the SEC and Other Announcements
    • Amendments to IFRS 17 and IFRS 4
    • Filing of Reports and Other Documents in SEC Main Office during Temporary Closure
    • Options for the Submission of Reports, Applications and Other Documents to the SEC During Community Quarantine
    • COVID-19 Accounting Considerations for CFOs: Revenue Recognition
    • COVID-19 Accounting Considerations for CFOs: Government Grants
    • IASB Amends IFRS 16 to Provide Relief for Lessees Accounting for Rent Concessions during the COVID-19 Pandemic
    • COVID-19 Accounting for Lease Modifications
    • SEC Notice on the Opening of SEC Express System and SEC Express Nationwide Submission
    • Insurance Commission Circular Letters: Regulatory Reliefs, Online Submission of Reports, and Deferral of IFRS 17 Implementation
    • COVID-19 Accounting Implications for CFOs: Impairment of Intangible Assets and Goodwill
    • IASB Issues Narrow Scope Amendments to IFRS Standards
    • Procedures in the Filing of Audited Financial Statements and General Information Sheet after the Enhanced Community Quarantine
    • Extension of Deadline for the Submission of 2020 Annual and Quarterly Reports and AFS of Companies with Fiscal Year Ended January 31 to April 30, 2020
    • Understanding the Impact of COVID-19 on 2020 Deferred Tax Provisions
    • IASB Proposes Relief for Rent Concessions During the COVID-19 Pandemic
    • Extension of Period to File the General or Special Form for Financial Statements and Guidelines on Submission by Electronic Mail
    • Treatment of Net Unrealized Losses in the EFCDU/FCDU Book for Purposes of Determining Compliance with the EFCDU/FCDU Asset Cover Requirement
    • Guidelines on Reclassification of Debt Securities Measured at Fair Value to the Amortized Cost Category for Prudential Reporting to the BSP
    • Reporting the Impact of COVID-19 to your Business
    • Guidelines on Filing SEC Form 17-LC and 17-C Report
    • COVID-19: Financial Reporting and Disclosures
    • Reduction in Reserve Requirements
    • COVID-19 Outbreak: Accounting Implications
    • Guidelines for Filing of Reports through Electronic Mail with the SEC during ECQ Period
    • Application of IFRS 9 in Light of the Coronavirus Uncertainty
    • [UPDATE] Regulatory Relief for Entities Regulated by the Insurance Commission
    • Guidelines on Submission by Electronic Mail of Required Forms and Documents and Recognition of Electronic Signature
    • Guidelines for the Filing of General Information Sheet (GIS) During the COVID-19 Outbreak and Enhanced Community Quarantine
    • Additional Operational Relief for BSFIs Affected by Measures to Manage the Coronavirus Disease (COVID-19) Situation and its Health and Safety Risks
    • Alternative Means of Filing Reports, Communications and Other Documents with the SEC
    • SEC Relaxes the Requirements for Extension in the Filing of Annual Reports and/or Audited Financial Statements
    • Guidelines Covering the Conduct of Business in the Insurance Commission During the Community Quarantine Period
    • SEC Issues Guidelines on the Participation in Regular and Special Meetings through Remote Means of Communication
    • Regulatory Relief for...
    • SEC Extends Deadline for Annual and Quarterly Reports for Companies affected by Covid-19
    • Guidelines on Preventative Measures Against...
  • 2019 2019
    • SEC Extends Deadline for Annual and Quarterly Reports for...
    • Deferral of IFRIC Agenda Decision on Over Time Transfer of Constructed Goods (PAS 23) for Real Estate Industry
    • Implementation of IFRS 17, Insurance Contracts
    • Amendments to Regulations on Financial Audit of Banks and Non-Bank Financial Institutions
    • Navigating the Changes to IFRS 2020
    • SEC Memorandum Circular No. 2 - 2020 Filing of Annual Financial Statements and General Information Sheet
    • IASB issues Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
    • GTI IFRS News Q4 2019
    • Insights into PFRS 3: Definition of a Business
    • IASB issues Interest Rate Benchmark Reform
    • Insights into PFRS 16: Presentation and Disclosure
    • Insights into PFRS 16: Lease Payments
    • Insurance Commission's Guidelines on Lease Accounting for Insurance and Reinsurance Companies
    • GTI IFRS News Q1 2019
    • Application Deferral of PIC Q&A 2018-H and 2018-14
    • Sustainability Reporting Guidelines for Publicly-Listed Companies
    • Insights into PFRS 16: Sale and Leaseback Accounting
    • Insights into PFRS 16: Transition Choices
    • Use of the New General Information Sheet (GIS) Form
    • 2019 Filing of Annual FS and GIS
    • Navigating the Changes to IFRS 18
    • Insights into PFRS 3: Definition of a Business
    • GTI IFRS News Q2 2019
    • Rules on Material Related Party Transactions for Publicly-listed Companies
    • BOA Repealed Resolutions on FS Compilation Services
    • GTI IFRS News Q3 2019
    • 2019
  • 2018 2018
    • Insights into IFRS 16
    • SEC Memorandum Circular 2018-14 – PFRS 15 Implementation Issues Affecting Real Estate Industry
    • Accounting for Client Money
    • Third Quarter Edition of IFRS News
    • Accounting for Crypto Assets
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SEC Issues Guidelines on the Participation in Regular and Special Meetings through Remote Means of Communication

This accounting alert circulates guidelines issued by SEC providing corporations guidance in formulating internal procedures and bylaws allowing their directors, trustees, stockholders, members and other persons to participate and vote in meetings through remote modes of communication, pursuant to relevant provisions of the Revised Corporation Code.

Application

SEC Memorandum Circular No. 06 s. 2020 shall apply to all SEC-registered corporations.

Participation in Board Meetings Through Remote Communication - Internal Procedures

Directors or trustees who cannot physically attend or vote at board meetings can participate and vote through remote communication such as videoconferencing, teleconferencing, or other alternative modes of communication that allow them reasonable opportunities to participate. However, directors or trustees cannot attend or vote by proxy at board meetings.

The director or trustee participating in the meeting via remote communication may cast his vote through electronic mail, messaging service or such other manner as may be provided in the internal procedures. The vote shall be sent to the Presiding Officer and the Corporate Secretary for notation.

The Corporate Secretary shall likewise assume the following responsibilities:

  1. ensure that suitable equipment and facilities are available for the conduct of meeting by remote communication (i.e., reliable internet connection, high bandwidth availability capable of supporting numerous simultaneous connections, etc.);
  2. ensure that the 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 understood by the other party;
  3. ensure that the visual and audio recordings of the meeting are secured;
  4. ensure that the visual and audio recordings of the election/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;
  5. ensure to safe-keep and perpetuate in updated data storage equipment or facility the visual and audio recordings; and,
  6. require those who attended the meeting through remote communication, to sign the minutes of the meeting whenever the act of signing is practicable, on a reasonable time after the meeting.

Corporations may issue their own internal procedures for the conduct of board meetings through remote communication or other alternative modes of communication to address administrative, technical and logistical issues.

Participation in Stockholders' or Members' Meetings Through Remote Communication - Internal Procedures

When so provided in the Bylaws or by majority of the Board of Directors, stockholders or members who cannot physically attend at stockholders' or members' meetings may participate in such meetings through remote communications or other alternative modes of communication. Provided, that he/she shall notify in advance the Presiding Officer and the Corporate Secretary of his/her intention. The Corporate Secretary shall note such fact in the minutes of the meeting.

For the convenience of their stockholders and members, corporations shall issue their own internal procedures embodying the mechanisms for participation in meetings and voting through remote communication or in absentia.

The internal procedures may provide for the following:

a. mechanism to verify the identity of the stockholders or members and who among them have the right to vote during the meeting;

b. measures to ensure that all stockholders or members have the opportunity to participate in the meeting including an opportunity to read or hear the discussion substantially;

c. mechanism to enable the stockholders or members to vote during the meeting including ensuring that the integrity and secrecy of the votes are protected;

d. procedures for documenting the meeting and any process/motion which may be done afterwards;

e. mechanism in making the record of the meeting, either video or audio recording, available to the stockholders or members; and,

f. other matters to address administrative, technical and logistical issues.

Voting in the Election of Directors, Trustees and Officer Through Remote Communication.

The right to vote of stockholders or members may be exercised in person, through a proxy, or when so authorized in the Bylaws, through remote communication or in absentia.

The right to vote of stockholders or members may be exercised also through remote communication or in absentia when authorized by a resolution of the majority of the board of directors; provided, that the resolution shall only be applicable for a particular meeting.

In the election of directors, trustees and officers of corporations vested with public interest, stockholders and members may vote through remote communication or in absentia, notwithstanding the absence of a provision in the Bylaws of such corporations.

Transitory Provision

In order to immediately operationalize these guidelines, corporations, upon approval of this Circular, may already conduct their board meetings and stockholders' and members' meetings through remote communication or other alternative modes of communication for the limited purpose of approving the provisions in their Bylaws or internal procedures which will govern participation in board meetings and stockholders' and members' meetings by means of remote communication or other alternative modes of communication.

Effectivity

Memorandum Circular No. 06, issued on March 12, 2020, shall take effect upon its approval.

 

 

See attached memorandum circular for the details of this publication. 

 

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2020MCNo06
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