Question & AnswerQ&A (SEC MEMORANDUM CIRCULAR NO. 4)
The SEC is authorized by Presidential Decree No. 902-A, as amended, and the Securities Regulation Code to implement the provisions in Memorandum Circular No. 4.
A stockholder can vote in person or by proxy, and the proxy vote may be delivered in person or by mail directly to the corporation.
The proxy must be dated; if undated, the date of postmark, electronic mail dispatch, or actual date of presentation is considered. If multiple proxies from the same stockholder are received undated, the latest postmark or time of presentation prevails.
Yes, a stockholder may designate several proxies. The number of shares represented by each proxy must be indicated. If some proxies do not specify the shares, the total shares are tallied and the balance allotted to the proxies without specific shares equally or as stated by the by-laws.
It means that one share always carries one vote, voting is based on the number of shares, not the number of stockholders present, and common shares have equal voting rights.
Preferred shares cannot be deprived of voting rights in cases involving amendment of articles of incorporation, adoption or amendment of by-laws, sale or disposition of substantial corporate property, bonded indebtedness, capital stock changes, mergers or consolidations, investments in another corporation, and dissolution of the corporation.
Outstanding capital stock includes preferred shares as per Section 137 of the Corporation Code for purposes of voting rights.
If multiple undated proxies are received on the same date, the one with the latest time of day indicated in the postmark or electronic dispatch prevails.
The Memorandum Circular takes effect immediately upon its adoption on March 17, 2004.