Post minutes of meetings, firms told

No more secrets

MANILA, Philippines — All publicly listed companies will now be required to divulge to the public the minutes of their regular and special  stockholders’ meetings.

The Securities and Exchange Commission (SEC), in a memorandum circular signed by its chairperson Emilio Aquino, has mandated all publicly listed firms to upload the minutes of their regular and special stockholders’ meetings on the company’s website within five business days from the date the meeting took place.

The contents of the minutes of the meeting must include various information such as a list of the directors, officers and stockholders who attended the meeting as well as the agenda and matters discussed and resolutions reached.

It must, likewise, include a description of the voting and vote tabulation procedures used in the meeting, a record of the voting results for each agenda item and description of the opportunity given to stockholders to ask questions.

It must also incorporate a record of the questions asked and answers given, or a statement that no questions were  raised by the stockholders during the meeting if there was none.

The SEC requires that both the draft and approved minutes must be retained in the company’s website for a period of five years.

Pursuant to its regulatory power to promote corporate governance and protect minority investors, the SEC said the circular seeks to ensure the timely and complete disclosure of information by publicly listed companies on their annual and special meetings to their stockholders and stakeholders.

The SEC said the memorandum circular would take effect on July 15, 2024.

The commission said all covered companies which have already conducted their 2024 annual stockholders meeting prior to July 15, 2024 are given five business days to upload the minutes of the meeting in their respective websites.

Companies that will fail to comply with the timely posting and minimum required information of the minutes of the meeting will be subjected to various penalties.