Draft Memorandum Circular on Notice Period for Regular Meetings of Stockholders/Members

January 24, 2020 SEC NOTICE TO : All Interested Parties SUBJECT : Draft Memorandum Circular on Notice Period for Regular Meetings of Stockholders/Members The public is invited to submit their comments, feedbacks and inputs on the draft Memorandum Circular on Notice Period for Regular Meetings of Stockholders/Members on or before 8 February 2020 (Saturday) . It is requested that comments/inputs be emailed to [emailprotected] c/o Atty. Shiena Angela D. Aquino using the template provided. Issued on January 24, 2020. ATTACHMENT SEC MEMORANDUM CIRCULAR NO. ___ Series of 2020 TO : ALL CORPORATIONS SUBJECT : NOTICE OF REGULAR MEETINGS OF THE STOCKHOLDERS/MEMBERS To promote good corporate governance and the protection of minority investors, the Commission, pursuant to its regulatory power under Section 179 (d) of Republic Act No. 11232 otherwise known as the Revised Corporation Code of the Philippines (RCCP) and Administrative Order No. 38, Series of 2013 resolved to issue the following rules: (1) Written notice of regular meetings shall be sent to all stockholders/members of record at least twenty-one (21) calendar days prior to the date of the meeting, in accordance with Section 49 of the RCCP. (2) In case of postponement of stockholders'/members' regular meetings, written notice thereof and the reason therefor shall be sent to all stockholders/members of record at least two (2) weeks prior to the date of the meeting as originally scheduled. The stockholders/members of record shall be notified of the new schedule of the regular meeting in accordance with the immediately preceding paragraph. (3) The written notice must contain all information and deadlines relevant to the shareholders'/members' participation in the meeting and exercise of the right to vote remotely ( in absentia or through a proxy). If, after due notice and hearing, the Commission finds that any provision of this Memorandum Circular has been violated, the Commission may impose any or all of the sanctions provided under Section 158 of the RCCP. This Memorandum Circular shall take effect upon its publication in two (2) newspapers of general circulation in the Philippines. Pasay City, Philippines, ___ January 2020. For the Commission: EMILIO B. AQUINO Chairperson Draft Memorandum Circular on Notice Period for Regular Meetings of Stockholders/Members NAME: _____________________________ COMPANY: ___________________________ Provisions on the Draft Memorandum Circular Comments Proposed Revision(s) Estimated cost implications to comply with the draft Memorandum Circular