QuestionsQuestions (SEC MEMORANDUM CIRCULAR NO. 4)
It is adopted pursuant to the powers granted to the SEC by Presidential Decree No. 902-A, as amended, and the Securities Regulation Code, to implement Sections 16, 24, and 52 of the Corporation Code (Batas Pambansa Blg. 68).
Yes. The circular provides that a stockholder may deliver, in person or by mail, his proxy vote directly to the corporation.
A stockholder may designate any person of his choice to act as his proxy. If the stockholder does not designate a proxy, the Chairman of the meeting is deemed authorized and directed to cast the vote as indicated by the voting stockholder or his proxy.
If the proxy is undated, the postmark or date of dispatch indicated in the electronic mail (if applicable), or if not mailed, its actual date of presentation, shall be considered as the date of the proxy.
For undated proxies, the postmark or electronic dates are considered. If mailed on the same date, the one with the latest time of day (as shown in the postmark or latest time of dispatch in the email) prevails. If not mailed, the proxy actually presented last is recognized.
The number of shares to be represented by each proxy must be specifically indicated in the proxy form.
The total shareholding of the stockholder shall be tallied, and the balance (if any) is allotted to the proxy form(s) that do not indicate the number of shares. If all are blank, the shares are distributed equally among the proxies. The by-laws may limit the number of persons designated as proxies.
It states that the same number of votes shall be observed and that voting can likewise be done by proxy.
One share is entitled to one vote; voting is based on the number of shares and not on the number of stockholders present at the meeting.
Common shares must have complete voting rights and cannot be deprived of such rights except as provided by law.
No. Corporations are prohibited from issuing multiple voting and non-voting common shares, and they cannot limit the maximum number of votes per stockholder irrespective of how many shares the stockholder holds.
Always on the basis of the number of shares, not on the number of stockholders present.
It states that the articles of incorporation and certificate of stocks cannot deprive preferred shares of the right to vote in the cases enumerated under Section 6 of the Corporation Code.
These include: (1) amendment of articles of incorporation; (2) adoption and amendment of by-laws; (3) sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all corporate property; (4) incurring, creating or increasing bonded indebtedness; (5) increase or decrease of capital stock; (6) merger or consolidation; (7) investment of corporate funds in another corporation or business; and (8) dissolution.
It provides that “outstanding capital stock” shall be deemed to include preferred shares.
It took effect immediately.
Yes. If the stockholder does not designate a proxy, the Chairman is deemed authorized and directed to cast the vote as indicated by the voting stockholder or his proxy.