The Securities and Exchange Commission has finalized the rules empowering minority shareholders of publicly-listed companies to include items in the agenda whether for a regular or special meeting.
The SEC said it approved Memorandum Circular 12 Series of 2020 providing for the right of a shareholder or a group of shareholders holding at least five percent of the outstanding capital stock of a publicly-listed corporation to add items on the agenda prior to a regular or special stockholders’ meeting.
All items included in the agenda by qualified shareholders following the circular after the definitive information statement has been filed with the SECshould be filed under “Other Matters.” The reporting company will longer be required to amend its DIS.
Under the approved rules, any officer or agent of the corporation who shall unjustly refuse to allow a qualified shareholder or group of shareholders to exercise his right to put items on the agenda will face administrative sanctions provided under Section 158 of Republic Act No. 11232, or the Revised Corporation Code of the Philippines.
If the refusal is made pursuant to a resolution or order of the board of directors, the liability for such action will be imposed on the directors who made the negative response.
“The newly issued rules promote good corporate governance and the protection of minority investors, in line with our mandate as the overseer of the corporate sector and the champion of the investing public,” said SEC chairperson Emilio Aquino said.
“The rules also bolster the reforms that the Commission and other government agencies have been pursuing to further improve the ease of doing business in the Philippines and make our economy more competitive globally,” he added.
