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Participation thru remote verbal exchange or in absentia in stockholders’, board meetings

Participation thru remote verbal exchange or in absentia in stockholders’, board meetings

One of the great reforms within the Revised Corporation Code (RCC), in any other case referred to as Republic Act No. 11232, is the participation and balloting of stockholders through far off verbal exchange or in absentia (Section 49, RCC). Considered as one of the provisions for the safety of minority buyers, this reform can help the Securities and Exchange Commission (SEC) in maintaining up with the converting commercial enterprise environment, and extra importantly, help the Philippines in our status within the World Bank Ease of Doing Business rankings.

To begin with, what does the phrase in absentia imply? In Absentia is a Latin phrase this means that “in absence”. It additionally refers to a lack of physical presence on the time. Under the RCC, stockholders and directors might also now participate in their respective conferences and vote by way of faraway communication or in absentia.

Under the RCC, there are permissible modes where stockholders can exercising their proper to vote at conferences. It can be exercised in individual, through a proxy, or whilst so authorized inside the bylaws, thru far off verbal exchange or in absentia. In line with this, the RCC mandates the SEC to problem policies and regulations governing participation and vote casting through faraway communication or in absentia, considering the agency’s scale, quantity of shareholders or individuals, structure, and different factors consistent with the safety and merchandising of shareholders’ or member’s meetings (Section forty nine, RCC). This is a clean provision because, beneath Section 50 of the Old Corporation Code (B.P. Blg. Sixty eight), a stockholder’s vote casting and look cannot be performed via teleconferencing or videoconferencing. Now, with the release of the RCC, stockholders can now participate and vote thru remote communique or in absentia.

However, with respect to the participation of directors at board conferences, Section fifty two of the RCC provides that directors or trustees who cannot physically attend or vote at board meetings can participate and vote via far off conversation consisting of videoconferencing, teleconferencing, or other opportunity modes of conversation that permit them reasonable possibilities to participate. Please take notice that while directors are allowed to take part and vote through remote conversation, this does not supply directors the unbridled possibility to wait or vote via proxy at board conferences (Section 52, RCC). The regulation nonetheless does now not allow contributors of the board of directors to vote by means of proxy.


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