Draft Memorandum Circular on Signatories and Penalty for Non-Compliance with the Requirement of Manual on Corporate Governance

July 9, 2020 SEC NOTICE TO : All Interested Parties SUBJECT : Draft Memorandum Circular on Signatories and Penalty for Non-Compliance with the Requirement of Manual on Corporate Governance The public is invited to submit their comments, feedbacks and inputs on the draft Memorandum Circular on Signatories and Penalty for Non-compliance with the Requirement of Manual on Corporate Governance on or before 19 July 2020 (Sunday) . CAIHTE It is requested that comments/inputs be emailed to [emailprotected] using the template provided. Issued on July 9, 2020. ATTACHMENT SEC MEMORANDUM CIRCULAR NO. ______ Series of 2020 TO : PUBLIC COMPANIES AND REGISTERED ISSUERS SUBJECT : SIGNATORIES AND PENALTY FOR NON-COMPLIANCE WITH THE REQUIREMENT OF MANUAL ON CORPORATE GOVERNANCE Public Companies (PCs) and registered issuers (RIs) are mandated to submit a new Manual on Corporate Governance (MCG) pursuant to SEC Memorandum Circular No. 24, Series of 2019 1 within six (6) months from the effectivity date thereof, 2 or until 12 July 2020. However, due to extraordinary circumstances brought about by the COVID-19 pandemic, the Commission, in its en banc meeting on 7 July 2020, resolved to EXTEND the deadline for the submission of the abovementioned MCG until 28 August 2020 . The Commission further resolved that the signatories to the MCG should be the company's Chairman of the Board and Compliance Officer . MCGs submitted without the required signatures shall be deemed as not filed . The imposable penalties for non/late submission of the MCG shall be as follows: BASIC PENALTY Php10,000.00 MONTHLY PENALTY Php1,000.00 The monthly penalty will continue to accrue until the MCG has been submitted to the Commission. This does not cover publicly-listed companies, which shall continue to be governed by SEC Memorandum Circular No. 19, Series of 2016 or the Code of Corporate Governance for Publicly-Listed Companies and related issuances. This Memorandum Circular shall take effect immediately upon its publication. aScITE Pasay City, Philippines, ___ July 2020. For the Commission: EMILIO B. AQUINO Chairperson Draft Memorandum Circular: Penalties and Required Signatories on the Manual on Corporate Governance NAME: _________________________ COMPANY: ________________________ _ Provisions on the Draft Memorandum Circular Comments Proposed Revision(s) Estimated cost implications to comply with the draft Memorandum Circular Footnotes 1. SEC Memorandum Circular No. 24, Series of 2019 was issued on 19 December 2019 and published on 28 December 2019. 2. SEC Memorandum Circular No. 24, Series of 2019 took effect on 12 January 2020 or fifteen (15) days after its publication on 28 December 2019.