Question & AnswerQ&A (EXECUTIVE ORDER NO. 174)
Section 50 of the Corporation Code requires an annual stockholders meeting for the election of Directors and Officers of the corporation.
If the date is not fixed in the by-laws, the annual stockholders meeting shall be held on any date in April as determined by the Board of Directors, at the principal office of the corporation or the city/municipality where the principal office is located.
If the meeting falls on a legal holiday, it shall be held on the next succeeding business day which is not a legal holiday.
A written notice stating the date, time, and place of the meeting must be sent to all stockholders of record at least two weeks prior to the meeting, unless a different period is required by the by-laws. The notice must also state the date, time, and place of the validation of proxies, which must be no less than five days before the meeting.
Yes, it may be postponed only for justifiable and valid reasons stated in writing and signed under oath by the President or Secretary. The corporation must notify the SEC in writing of the postponement within ten days.
The SEC en banc may, motu propio or upon the written request of any stockholder, direct the calling of the annual stockholders meeting under its supervision if the corporation fails or refuses to call the meeting for a justifiable reason.
The stock and transfer book shall be closed at least twenty days before the scheduled meeting to prepare a list of stockholders entitled to vote.
Proxies must comply with Section 58 of the Corporation Code and Rule 34(a)-1 of the Revised Securities Act, including documentary stamp requirements, submission deadlines, and validation procedures. Notarization is not always required unless prescribed by the by-laws.
No, the validity of the proxy is not affected but it cannot be recorded as a public document or used as evidence in court until the documentary stamps are affixed and cancelled.
The postmark dates shall be considered; if mailed on the same date, the one with the latest postmark time is counted. If not mailed, the time of actual presentation is considered, and the last presented proxy will be recognized.
Yes, but the alternate proxy may only act if the originally designated proxy does not attend the meeting.
A proxy is valid only for the meeting for which it is intended.
Yes, court-appointed legal representatives may attend and vote on behalf of stockholders without a written proxy.
The number of shares of stock to be represented by each proxy must be specifically indicated. If not, shares are allocated according to rules in the memorandum circular.
Yes, provided they are duly authenticated by the Philippine Embassy or Consular Office.
Violations are subject to administrative sanctions under Section 144 of the Corporation Code; Section 56 of the Revised Securities Act; and PD 902-A, as amended.
The Board of Directors designates the special committee of inspectors to validate proxies, and disputes may be resolved by the SEC upon formal complaint or supervision.
They must have the express written authorization of the customer and provide a certification under oath that the written consent was obtained before giving the proxy.