A Citizen's Manual on Our Mandate and Functions

2006 A CITIZEN'S MANUAL ON OUR MANDATE AND FUNCTIONS (PAMPHLET * NO. 1) 01 IV 2006 * Pursuant to R.A. 6713 and Memorandum Circular 35 s. 2003 issued by the President on 17 March 2003, the SEC disseminates different pamphlets that give information about its mandate and functions, registration and reportorial requirements, fees and charges, and other relevant topics for the guidance of investors and the general public. SEC's Mandate The Securities and Exchange Commission (SEC) is the government agency mandated to implement the following laws: 1. Securities Regulation Code (RA 8799) 2. Corporation Code of the Philippines (BP 68) 3. PD 902-A as amended (except for sections repealed by RA 8799) 4. Investment Houses Law (PD 129 as amended by RA 8366) 5. Investment Company Act (RA 2629) 6. Financing Company Act (RA 5980 as amended by RA 8556) SEC is also involved in the enforcement of: 1. Securitization Act of 2004 (RA 9267) CaTcSA 2. Special Purpose Vehicle (RA 9182) 3. Anti-Money Laundering Law (RA 9160 as amended by RA 9194) 4. Retail Trade Liberalization Act of 2000 (RA 8762) 5. Civil Code (specifically, the provisions on partnerships) 6. Omnibus Investments Code (E.O. 226, Book III) 7. Foreign Investments Company Act (RA 7042) 8. Education Act of 1982 (BP 232 as amended by RA 7798) 9. Anti-Dummy Law (CA 108) Guided by the state policy expressed in Sec. 2 of R.A. 8799, also known as the Securities Regulation Code (SRC); "The State shall establish a socially conscious, free market that regulates itself, encourage the widest participation of ownership in enterprises, enhance the democratization of wealth, promote the development of the capital market, protect investors, ensure full and fair disclosure about securities, minimize if not totally eliminate insider trading and other fraudulent or manipulative devices and practices which create distortions in the free market." SEC's mission and vision read: Vision We foresee that, by December 31, 2008, the Self-Regulatory Organizations will be able to function effectively and maintain discipline within their ranks with the minimum of intervention by the Securities and Exchange Commission. By December 31, 2009, the Securities and Exchange Commission shall have laid down the policies and procedures that will encourage Philippine business enterprises to be conscious of and responsive to their corporate social responsibility to their employees, community stakeholders and our country. STcAIa By December 31, 2010, the Securities and Exchange Commission shall have made the appropriate arrangements with its counterpart in the ASEAN countries, individually or collectively, for the formulation and implementation of uniform rules on sharing of information, good corporate governance, and cross-border enforcement of capital market regulations. Mission To strengthen the corporate capital market infrastructure in the Philippines, and to maintain a regulatory system, based on international best standards and practices, that promotes the interests of investors in a free, fair and competitive business environment. We shall be guided in this mission by the values of Integrity, Professionalism, Accountability, Independence and Initiative. Values Integrity We are morally upright, honest and sincere in our private and public lives. Professionalism We consistently implement the law, provide timely, efficient and competent service to the public. Accountability We abide by prescribed ethical and work standards in government service. Independence We act without fear or favor, and render sound judgment in the performance of our duties and responsibilities. Initiative We are strategic and forward looking in the fulfillment of our developmental and regulatory functions. The Four Core Functions of SEC Capital Market Development and Regulation SEC registers traditional and non-traditional securities as well as licenses and regulates all market participants, such as exchanges, brokers, dealers, traders and others. TaSEHD Company Registration and Monitoring SEC registers companies and partnerships and monitors of compliance with the Corporation Code, Civil Code (specifically, the provisions on Partnerships), Foreign Investments Act, and other related laws. Enforcement For the protection of investors, SEC monitors the activities of market participants to ensure their compliance with the pertinent governing laws, rules, regulations and policies. Support Services SEC has financial management, human resource development and administration, and economic research and information services, in order to support and enable its operations. Departments, Special Offices and Extension Offices The four core functions are distributed among the eight (8) operational departments of the SEC. In addition, there are two (2) special offices, the Office of the General Counsel and the Office of the General Accountant, which provide advisory services to the Commission in law and accounting principles and practices. The SEC moreover, has seven (7) extension offices in the cities of Baguio, Legaspi, Iloilo, Cebu, Cagayan de Oro, Davao and Zamboanga. The extension offices facilitate the requirements of the investing public from these cities and surrounding areas. The specific functions of the departments, special offices and extension offices are described below. CORE FUNCTION I Capital Market Development and Regulation Market Regulation Department (MRD) Responsible for developing the registration criteria for all market participants; ensuring compliance with registration requirements; and, monitoring compliance with the SRC Corporation Finance Department (CFD) Responsible for registering securities prior to offer or sale to the public; ensuring that adequate information is available about said securities to investors; and, monitoring compliance by issuers with the SRC cCaATD Non-Traditional Securities and Instruments Department (NTD) Responsible for the registration and licensing of non-traditional securities and instruments including but not limited to pre-need plans, commodity futures contracts, proprietary or non-proprietary membership certificates and other similar instruments; and, monitoring of compliance of entities engaged therein, with related laws, rules, and regulations CORE FUNCTION II Company Registration Company Registration and Monitoring Department (CRMD) Responsible for the registration of domestic corporations and partnerships under the Corporation Code and related laws, foreign entities doing business in the Philippines under the Foreign Investments Act of 1991 and multinational companies establishing regional headquarters and regional operating headquarters in the Philippines under Book III of the Omnibus Investments Code of 1987; and, monitoring compliance with the aforesaid laws CORE FUNCTION III Enforcement Compliance and Enforcement Department (CED) Responsible for ensuring the compliance of all market participants, issuers and individuals, with Philippine regulations and governing legislation; and, taking appropriate action against all violators of the Code and other relevant laws, rules and regulations implemented by the Commission CORE FUNCTION IV Support Services Financial Management Department (FMD) Provides services for budget, fiscal, accounting and treasury functions Human Resource and Administrative Department (HRAD) Oversees all human resource and administrative support functions for the SEC and activities related to employment policies and practices; ensures SEC compliance with all Philippine labor laws; and, interacts with related government agencies as necessary in establishing policies and practices and addressing employee grievances aDIHCT Economic Research and Information Department (ERID) Serves as technical lead for the Commission in software development, hardware acquisition and utilization, maintenance of communications network; handles public affairs, investment research, investor education and public assistance; provides corporate planning and monitoring services, and coordination of development assistance. The Special Offices Office of the General Counsel (OGC) Provides expert legal advice to the Commission; assists in the preparation of the Commission's legislative agenda; acts as the Commission's liaison with Congress; and, ensures that rulings and opinions of the Commission are consistent with Philippine laws and jurisprudence Office of the General Accountant (OGA) Acts primarily as an expert resource to the Commission in the area of promoting the adoption of international accounting standards to enhance the transparency of the Philippine capital market The Extension Offices Support the Commission's enforcement and regulatory responsibilities and goals; perform enforcement investigations/inspections in coordination with Compliance and Enforcement Department; and, support the work of Company Registration and Monitoring Department The SEC Officials* Department/Name Direct Line Ext. Fax Chairperson Hon. Fe B. Barin 727-4543 205 725-4399 724-4757 275 282 Commissioners Hon. Ma. Juanita E. Cueto 727-6896 204 723-6434 725-8320 239 Hon. Jesus Enrique G. Martinez 724-6769 202 725-6158 722-8142 Hon. Raul J. Palabrica 727-4343 206 721-2939 239 Hon. Thaddeus E. Venturanza 727-2158 203 721-5048 726-6857 246 OGC Atty. Vernette U. Paco 726-2348 207 726-8459 [emailprotected] 725-3418 216 [emailprotected] 725-8260 267 OGA Asst. Dir. Ma. Gracia F. Casals-Diaz 724-9764 285 721-0120 O.I.C. [emailprotected] Commission Secretary Atty. C.A. Gerard Lukban 725-3688 209 725-8141 MRD OIC Graciano P. Felizmenio Jr. 725-3702 223 726-1593 [emailprotected] CFD Director Justina F. Callangan 727-5103 227 727-2990 [emailprotected] NTD Director Jose P. Aquino 721-5058 208 723-5477 [emailprotected] 273 CRMD Director Benito A. Cataran 727-2011 724-1319 [emailprotected] CED Director Hubert Dominic B. Guevara 724-7650 224 724-8709 [emailprotected] FMD Director Adelaida C. Navarro-Banaria 725-4585 234 721-5005 [emailprotected] HRAD Director Marilyn P. Lim 725-4165 236 725-5293 [emailprotected] ERID Director Virgilio V. Salentes 726-2220 279 727-4526 [emailprotected] Extension Offices Direct Line Fax Address Baguio City (074) (074) SEC Bldg. 76 Gen. Luna Dir. Annie G. Tesorio 442-2507 442-8756 Rd.,Baguio City 2600 442-8171 Legazpi City (052) (052) SEC Bldg.,2/F, Chiniel Dir. Marylou Duka-Castillo 245-5627 245-5628 (Avon) Bldg.,Rizal St. 820-3095 Albay District, Legaspi City Iloilo City (033) (033) SEC Bldg.,Gen. Hughes St. Dir. Russell I. Ildesa 337-9984 337-2557 Iloilo City 335-0025 Cebu City (032) (032) SEC Bldg.,V. Rama Ave. Dir. Merle P. Cunanan 253-5337 255-2874 Guadalupe, Cebu City 253-6987 253-7221 Davao City (082) (082) SEC Bldg.,Luisa Drive cor. Dir. Javey Paul D. Francisco 298-2170 298-0012 University Ave.,Juna Subd. 298-1893 Matina, Davao City 298-1894 Cagayan de Oro City (08822) (08822) SEC Bldg.,14th St. Dir. Renato V. Egypto 727-059 726-948 Tomasaco Del Lara St. (088) 857-4325 Cagayan de Oro City 857-2490 Zamboanga City (062) (062) SEC Bldg.,San Jose Dir. Marcos G. Florendo Jr. 991-7163 991-2689 Panigayan St. 993-1437 Zamboanga City * As of 07 January 2008