A Citizen's Manual on Reportorial Requirements

2007 A CITIZEN'S MANUAL ON REPORTORIAL REQUIREMENTS (PAMPHLET * NO. 4) 12 VII 2007 Reportorial Requirements of Corporations Registered with the SEC 1. What laws govern the submission of reports to the SEC? Securities Regulation Code (R.A. 8799/SRC) Corporation Code of the Philippines Investment Houses Law (P.D. 129) 2. Who should file reports with the SEC? Registered stock corporations (Including foreign corporations e.g., branch offices, representative offices, regional headquarters or regional operating headquarters) Registered non-stock corporations (Foundations, associations, non-government organizations, religious organizations, corporation sole, etc.) Corporations granted secondary licenses e.g., broker or dealer in securities, government securities eligible dealer (GSED),investment adviser of an investment company, close-end or open-end investment company, investment house, transfer agent, commodity or financial futures exchange/broker merchant, financing company, pre-need plan issuer, general agent in pre-need plans and time shares/club shares/membership certificates issuers or selling agents thereof AcEIHC Other entities required by the SEC to submit reports on a regular or special basis 3. What reports should registered corporations file with the SEC? The reports to be submitted by all registered stock and non-stock corporations are listed in Table 1. Reports required of corporations with secondary licenses are given in Table 4. 4. What are the specifications of the GIS, AFS, General and Special FS reports? The GIS, AFS, General and Special FS reports should be printed on an A4-sized (8.27" x 11.69") bond paper under a standard cover page or sheet. The original and all conformed pages should use only one side of the paper. 5. Where can one obtain blank GIS, General and Special FS forms? Both hard and soft copies of blank GIS, General and Special FS forms are available at the Main and Extension offices of the SEC. The forms and revisions thereof may also be downloaded from the SEC web site at http://www.sec.gov.ph. Table 1: Reports for All SEC Registered Corporations with Primary License Document No. of Filer Filing Period Copies General Information 5 Domestic Stock/Non- Within 30 calendar days Sheet (GIS) Stock Corporations from the date of the annual stockholders' or members' meeting Branch Office & Within 30 calendar days Representative Office from the anniversary of Foreign Corporations date of the issuance of the SEC license Regional Operating Within 30 calendar days Headquarters after the issuance of the (ROHQs)/Regional certificate of registration Headquarters (RHQs) and license, and then of Multinational annually, within 30 Companies calendar days after the anniversary date of the issuance of the certificate of registration and license Audited 5 Domestic Stock/Non- Within 120 calendar Financial Stock Corporations days after the end of the Statements fiscal year, as specified (AFS) stamped in the by-laws Received by the BIR Branch Office and Within 120 calendar Representative days after the end of the Office of Foreign fiscal year, as indicated Corporations in the Financial Statements Regional Operating Headquarters (ROHQs) of Multinational Companies Regional Headquarters (RHQs) of Multinational Companies General Information Sheet (GIS) The GIS should be certified and sworn to by the corporate secretary. If the Annual Meeting is postponed, the corporation should submit a Notice of Postponement within ten (10) calendar days before the date of the meeting, as specified in the by-laws. If no Annual Meeting was held, the corporation should submit the GIS with the Affidavit of Non-Holding of Annual Meeting within 30 calendar days from the date of the annual meeting, as specified in the by-laws. If the corporation is not in operation, it should submit an Affidavit of Non-Operation within 120 calendar days after the end of the fiscal year, as specified in the by-laws, with the GIS and Balance Sheet. ETDaIC Financial Statements (FS) 1) The FS of the following domestic corporations shall be audited by an independent certified public accountant (CPA) registered with the Board of Accountancy: a) stock corporations with paid-up capital of PhP50,000.00 or more; and b) non-stock corporations with annual gross receipts of PhP100,000.00 or more, or total assets of PhP500,000.00 or more. 2) The FS of the following domestic corporations shall, at the minimum, be certified under oath by the treasurer of the corporation. a) stock corporations with paid-up capital of less than PhP50,000.00; and b) non-stock corporations with annual gross receipts of less than PhP100,000.00 or total assets of less than PhP500,000.00. 3) The FS of the following foreign corporations shall be audited by an independent CPA registered with the Board of Accountancy: a) branch office of a stock foreign corporation with assigned capital of P50,000.00 or more; b) branch office of a non-stock foreign corporation with total assets of P500,000.00 or more; c) representative office of a foreign corporation with total assets of P500,000.00 or more; d) Regional Operating Headquarters of Multinational Companies with assigned capital of P50,000.00 or more; e) Regional Headquarters of Multinational companies with total assets of P500,000.00 or more. 4) The FS of the following foreign corporations shall, at the minimum, be certified under oath by the treasurer of the corporation: a) branch office of a stock foreign corporation with assigned capital of less than P50,000.00; b) branch office of a non-stock foreign corporation with total assets of less than P500,000.00; c) representative office of a foreign corporation with total assets of less than P500,000.00; d) Regional Operating Headquarters of Multinational Companies with assigned capital of less than P50,000.00; SEAHcT e) Regional Headquarters of Multinational companies with tote assets of less than P500,000.00. In February 2002, the SEC amended Rule 68 of the SRC Implementing Rules and Regulations, in view of its adoption and implementation of International Accounting Standards (IAS), as approved by the Accounting Standards Council (ASC). Rule 68 (together with subsequent official pronouncements, interpretations and rulings on accounting and reporting matters, which may be issued by the Commission from time to time) states the requirements applicable to the form and content of financial statements required to be filed with the Commission by all corporations that file with the Commission AFS that are prepared and presented in conformity with the generally accepted accounting principles, except those whose paid-up capital is less than P50,000.00. Rule 68.1 sets additional requirements for financial statements of corporations covered under Section 17.2 of the SRC. All Financial Statements submitted to this Commission shall adhere strictly to the provisions of these Rules. Otherwise, financial statements, which are not in accordance with these Rules, shall be considered not filed at all. If the said incomplete financial statements are submitted with other report(s),the said report(s) shall likewise be deemed not filed. SRC Rule 68, as amended, shall become effective for financial statements covering the period beginning January 1, 2001 and for interim financial statements starting the first quarter of 2002, and thereafter. Electronic Copy/Diskette of GIS and AFS In addition to the hard copies (document) of the GIS and AFS, SEC Memo-Circular No. 6 s. 2006 requires corporations with Gross Sales/Revenue of at least Php5 M to submit a diskette or compact disk (CD) containing the electronic file/soft copy of the GIS or the GFFS (General Form for Financial Statements), and the industry-specific SFFS (Special Forms for Financial Statements) shown in Table 2. The GIS diskette(s) shall be accompanied by a Certification under oath by the Corporate Secretary, President or CEO, stating that it contains the exact data stated in the hard copies, and shall be submitted within 30 calendar days from the holding of the annual meeting. On the other hand, the diskette or CD for the GFFS and SFFS template(s) shall be accompanied by a Certification under oath by the Treasurer, CFO, or a person occupying an equivalent rank in the company, that it contains the same basic or material data in the hard copies of the AFS, and shall be submitted within 30 calendar days from the last day of submission of the Annual AFS. Table 2: GIS and FS Templates Name/Description Filer Revised GIS Applicable to Stock Corporations only Revised GFFS Applicable to corporations not covered by any industry- specific SFFS Revised SFFS BDFS applicable to Broker/Dealer in Securities FCFS (including schedules) applicable to Financing Companies (Head Office with Branch Office/s accounts) IHFS applicable to Investment Houses and Underwriters of Securities PHFS applicable to Investment Companies and Publicly-Held Companies enumerated in Section 17.2 of the SRC PNFS applicable to Pre-Need Plan Companies Pursuant to SRC Rule 68, corporations with subsidiaries should submit to the Commission both their parent and consolidated GFFS or SFFS. Each FS shall clearly indicate whether it is the "Parent" or "Consolidated" GFFS or SFFS. Banks, insurance companies, non-stock corporations, branch and representative offices of foreign corporations, and RHQs and ROHQs of multinational corporations are not required to submit GIS, GFFS and SFFS in diskette or CD. The prescribed electronic templates for the GIS, GFFS and SFFS are available for downloading from the SEC web page (http://www.sec.gov.ph),under the link "Downloads". Other Reportorial Requirements SEC Memorandum Circular No. 8 series of 2006 states that all registered Foundations shall submit, in addition to the GIS, its AFS which shall include: 1) sworn Statement of its President and Treasurer on the following information that relates to the preceding year: a) Source and Amount of Funds; b) Program/Activity planned, ongoing and accomplished; i. complete name, address and contact number of project officer-in-charge; ii. complete address and contact number of project office; and c) Application of Funds. 2) certification from the office of the Mayor, or the office of the Barangay Captain, or the Head of either the Dept. of Social Welfare and Development or Dept. of Health, on the existence of the subject Program/Activity in the locality on which it exercises jurisdiction. 3) In case a registered Foundation has not yet submitted to the Commission a statement of willingness to allow the conduct of an audit, it shall attach such statement when it submits the documents required in nos. (1) and (2). 6. Where can one obtain blank SEC forms for reports required of corporations with secondary licenses? cTSDAH The blank forms are available from the following departments as shown below. Table 3: Sources of Forms Filer Department Brokers/Dealers, Salesmen and Associated Market Regulation Persons, Investment Co. Advisers, Investment Department (MRD) Adviser, Sales Agent, Transfer Agents, Investment House/Underwriter of Securities, Self-Regulatory Organizations (e.g.,Exchanges, etc.) Listed and Registered Securities Issuers, Exempt Corporation Finance Issuers, Corporations with Quasi-Banking License, Department (CFD) Investment or Mutual Fund Companies, Financing Companies Pre-Need Plan Issuers, Dealers, Branches, Non-Traditional Salesmen, General Agent in Pre-need Plans, Securities and Commodity or Financial Futures Exchange/Broker Instruments Merchant Department (NTD) Table 4: Reports for Corporations with Secondary License Market Regulation Department (MRD) Brokers/Dealers Document No. of Filing Period Copies Risk-Based Capital Adequacy (RBCA) 2 Within 15 calendar days after Report the end of each month, unless a new deadline is set by the SEC SEC Form 52-AR (Annual Audited 2 Within 110 calendar days after Financial Report) the close of the fiscal year SEC Form 28-T (Notice of Termination 2 Within 30 calendar days from as Salesman/Associated Person) the date of termination of employment Report on any change in the information 2 Within 7 calendar days after the contained in SEC Form 28 BDA, S/AP occurrence of the event Report on Training Program 2 Within 15 calendar days after the end of the year Associated Person's Quarterly 2 Within 15 calendar days after Compliance Report the end of each quarter Associated Person's Certification on 2 Every January 30th of the the extent of the firm's compliance with following year unless a different the Manual on Corporate Governance date is adopted by the company for the completed year Associated Person's Logbook 2 Within 15 calendar days from (Registration) issuance of the Associated Person's new or renewed license General Information Sheet (GIS) 2 Within 30 calendar days from the date of the annual meeting Corporate Secretary's Sworn 2 End of the fiscal year Certification on the attendance in board meetings of each director SEC Form 30.1 Report by Brokers/ 2 As the need arises Dealers on Restricted Transactions/ Affiliated Transactions Monitoring Sheet SEC Form 30.1 Amendment 2 Within 24 hours from any change in the original submission Transfer Agent SEC Form 36-AR (Annual Report) 2 Within 120 calendar days after the end of the fiscal year Affidavit of Non-Holding of Meeting 2 Within 30 calendar days from the date of the annual meeting Monthly Reconciliation of PCD and TA Within 10 calendar days after the end of the month Monthly Certification as to the number 2 Within 10 calendar days after of shares registered under the name of the end of the month the PCD nominee Notice of Change of Address 2 Within 10 calendar days after the change of address General Information Sheet (GIS) 6 Within 30 calendar days from the date of the annual meeting Corporate Secretary's Sworn 2 End of the fiscal year Certification on the attendance in board meetings of each director Compliance Officer's Certification on 2 Every January 30th of the the extent of the firm's compliance with following year unless a different the Manual on Corporate Governance date is adopted by the company for the completed year Exception Reports Delay in turnaround of processing of 2 Within 7 calendar days after the an issue, transfer or replacement of a occurrence of the event security Discrepancy between its records and those of registered clearing agency Loss of securities reported to it Termination of functions as transfer agent for a particular security SRO (e.g.,PSE) Any proposed rule or amendment 2 As soon as proposed/amended Examination Calendar 2 On or before the 15th of January Monthly reports of all periodic 2 Within 10 calendar days after examinations within the month the end of the month Monthly report on dockets of 2 Within 15 calendar days after examinations and investigations being the end of the month conducted Monthly reports on capital adequacy of 2 Within 15 calendar days after members the end of the month Quarterly reports on the results of the 2 Within 15 calendar days after monitoring of trading of listed the end of the quarter companies and investigations under SRC Rule 39.1 Monthly report on the number of 2 Within 15 calendar days after investors' complaints and other allied the end of the month cases Semi-annual report on the number of 2 Within 15 calendar days after investors' complaints and other allied the end of the semester cases Quarterly updates on price alerts 2 Within 15 calendar days after the end of the quarter Semi-annual report on the number of 2 Within 15 calendar days after newly listed issues, diluted or the end of the semester suspended issues Notice on investigation of suspected 2 As needed violation of securities laws Notice on actions taken re: a) 2 As needed suspension of member, participant, associated person from another SRO and b) suspension of member found in financial or operational difficulty Notice or written report on any 2 As needed disciplinary sanction on any member or participant, denial of membership or participation, or disciplinary sanction on associated person Philippine Depository and Trust Corporation (PDTC) Monthly Stock Reconciliation Monthly; no specific date; and (detailed) for reconciliation purposes Monthly Summary of PDTC Monthly; no specific date; and participants with Tax Certification for reconciliation purposes Requirement Securities Clearing Corporation of the Philippines (SCCP) Delivery versus Payment (DVP) Within the day after the close of Settlement Daily Report trading Quarterly Report of Mark to Market Within 15 calendar days after Collateral Deposit Fund (MMCD) the end of each quarter Investment Houses/Underwriters of Securities SEC Form QPR (Quarterly Progress 3 Within 45 calendar days after Report with Quarterly FS) the end of the reference quarter General Information Sheet (GIS) 3 Within one (1) month after the actual date of the annual meeting SEC Form AR (Annual Report) 3 On or before March 31 of the calendar year or 90 days after the end of the fiscal year Report on any change/s in the 3 Within 7 calendar days after the information contained in SEC Form occurrence of the event IHU-A Annual Audited Financial Statements 6 Within 120 calendar days after (AAFS) the end of the fiscal year Corporate Secretary's Sworn 2 End of the fiscal year Certification on the attendance in board meetings of each director Compliance Officer's Certification on 2 Every January 30th of the the extent of the firm's compliance with following year, unless a the Manual on Corporate Governance different date is adopted by the for the completed year company Investment Co-Advisers General Information Sheet (GIS) 2 Within 30 calendar days from the date of the annual meeting Annual Audited Financial Statements 6 Within 120 calendar days after (AAFS) the end of the fiscal year Report on any change/s in the 2 Within 7 calendar days after the information contained in SEC Form occurrence of the event ICA-IA ICA: Certified Investment Solicitors SEC Form ICA-CO-CIS-T (Notice of 2 Within 30 calendar days after Termination) the discontinuation of employment Government Securities Eligible Dealers (GSEDs) Report on any change/s in the 2 Within 7 calendar days after the information contained in SEC Form 28- occurrence of the event BDA General Information Sheet (GIS) 2 Within 30 calendar days from the date of annual meeting Annual Audited Financial Statements 6 Within 120 calendar days after (AAFS) the end of the fiscal year Corporation Finance Department (CFD) Companies Notice of/Application for Confirmation- 6 For the Notice of Exemption, Exempt Transaction (SEC Form 10.1) within 10 calendar days after the sale For the Application for Confirmation of Exemption anytime Listed and Registered Issuers Registration Statement 3 Prior to the sale or offer to sell (SEC Form 12-1) securities to the public SEC Form 17-A (Annual Report) 3 Within 105 calendar days after the end of the fiscal year SEC Form 17-C (Current Report) 3 Within 5 calendar days after the occurrence of the event being reported SEC Form 17-Q (Quarterly Report) 3 Within 45 calendar days after the end of the quarter SEC Form 17-L (Notification of Inability 3 On or before the required date to file 17-A or 17-Q) of filing of the subject report SEC Form 17-EX (Notice of 3 First day of the fiscal year suspension of duty to file reports under Section 17) SEC Form 18-A (Report of 5% 3 Within 5 business days after beneficial ownership) acquisition SEC Form 18-AS (Report of 5% 3 Within 45 calendar days after institutional buyers) the end of the fiscal year in which such person became obligated SEC Form 19-1 (Tender Offer Report) 3 At least 2 business days prior to the date of commencement of the tender offer Final Amendments to SEC Form 19-1 3 Within 10 calendar days after (Result of the Tender Offer) the termination of the tender offer SEC Form 20-IS (Information Statement) 1) Preliminary Information 3 At least 10 business days prior Statement and Proxy Form to the date definitive copies of such material are first sent or given to security holders 2) Definitive Information Statement, 3 At least 15 business days from Proxy Form, Management Report the date of the stockholders' and all other materials (if any) meeting SEC Form 23-A (Initial Statement of 3 Within 10 calendar days after Beneficial Ownership of Securities) the effective date of the registration statement, or after becoming an officer, director, or 10% holder SEC Form 23-B (Statement of 3 Within 10 calendar days after Changes in Beneficial Ownership of the close of each month Securities) thereafter, if there is any change in such ownership during the month Corporate Secretary's Sworn 3 End of the fiscal year Certification on the attendance in board meetings of each director Compliance Officer's Certification on 2 Every January 30th of the the extent of the firm's compliance with following year, unless a the Manual on Corporate Governance different date is adopted by the for the completed year company Certification of Independent Director/s 3 Within 30 calendar days from the date of election or appointment to the position or, where applicable, together with SEC Form 20-IS and SEC Form 17-C relative to the election or appointment of independent directors to the board of directors Investment Companies All the above reports plus Monthly 3 Within 10 calendar days after Sales/Redemption Report the end of the month Issuers of Registered Commercial Papers (CPs) Monthly Report 3 Within 10 calendar days after the end of the month List of issuances, outstanding balances 3 At the end of each quarter and maturing obligations, to form part of SEC Form 17-Q Issuers of Exempt Commercial Papers (CPs) Quarterly Report 3 Within 45 calendar days after the end of every quarter Monthly Report 3 Within 10 calendar days after the end of the month Financing Companies Annual Audited Financial Statements 3 Within 105 calendar days after the end of the fiscal year Quarterly Financial Statement FCQF1 (for every company & each 2 Within 45 calendar days after branch office) the end of the quarter FCGQ2 (for consolidated quarterly FS of head office & all branch offices) Issuers of Securities Registered Under the SRC Audited Financial Statements 5 Within 105 calendar days after the end of the fiscal year, as specified in the by-laws Issuers of Securities Not Registered Under the SRC Audited Financial Statements 5 Within 120 calendar days after the end of the fiscal year, as specified in the by-laws Non-Traditional Securities and Instruments Department (NTD) Pre-Need Plan Issuers Corporate Secretary's Sworn 3 Every January 30t after the end Certification on the attendance in board of the calendar year meetings of each director Compliance Officer's Certification on 3 Every January 30th of the the extent of the firm's compliance with following year, unless a the Manual on Corporate Governance different date is adopted by the for the completed year company Annual Audited Financial Statements 5 Within 105 calendar days after the end of the fiscal year Actuarial Valuation Report 5 Within 105 calendar days after the end of the fiscal year Publication of Financial Statements 3 Within 120 calendar days from and Trust Fund Balance Sheet the end of the fiscal year Copy of statement as published and 3 Within 10 calendar days after Certificate of Publication the publication Interim Financial Statements 3 Within 45 calendar days after the end of the quarter Quarterly Trust Fund Statements 3 Within 30 calendar days after the end of the quarter Report on Lapsed Plans, Cancelled 3 Within 60 calendar days after Plans and Surrendered Plans the end of the quarter Monthly Trust Fund Statements from 3 Within 20 calendar days after Trustee Bank the end of the month Monthly Sales Reports 3 Within 20 calendar days after the end of the month Monthly Collection and Deposit to the 3 Within 20 calendar days after Trust Fund Reports the end of the month List of Salesmen on Apprenticeship 3 Within 45 calendar days from List of Terminated Salesmen the end of the month Notice of suspension, cancellation or 3 Within 48 hours from the termination of services of the salesmen subject event without prejudice to Pre-Need Rule 26.3