Law Summary
Venue for Annual Meeting
- Must be held in the city or municipality of the corporation's principal office.
- If feasible, the meeting should be at the principal office itself.
- Metro Manila is considered a single city or municipality for this purpose.
Notice of Annual Meeting
- Written notice stating date, time, and place must be sent to stockholders at least two weeks prior.
- Notice must also state date, time, and place for validation of proxies, at least five days prior to the meeting.
- Stockholders or their counsel have the right to be present.
Postponement of Meeting
- Justifiable reason required for postponement, with written notice to the Commission within ten days.
- Postponement requires a sworn written statement by the President or Secretary.
- No postponement allowed without justifiable reasons.
Commission Powers Regarding Annual Meeting
- The SEC can call or supervise the meeting if the corporation fails to do so for justifiable reasons.
- The SEC may send representatives or observers to stockholders' meetings under conditions deemed appropriate.
Stock and Transfer Book Closure and List Submission
- Stock and transfer book closes at least twenty days before the meeting to prepare the list of stockholders entitled to vote.
- A copy of this list must be submitted to the SEC at least fifteen days before the meeting.
Proxy Execution and Acceptance - General Principles
- Corporate by-laws govern proxy procedures, but minimum formalities under the Corporation Code and Revised Securities Act must be met.
- Lack of documentary stamps on a proxy does not invalidate it but limits its use as evidence until stamps are affixed.
- Proxy notarization is not required unless by by-laws.
Proxy Details and Validity
- Blank proxy names may be filled by the issuer or recipient.
- Undated proxies use postmark or date of presentation to determine validity.
- Corporate proxies must be certified by Corporate Secretary with board resolution.
Proxy Submission and Multiple Proxies
- Proxies must be submitted according to by-law cut-off dates or at least ten days before the meeting if no date set.
- The latest proxy revokes earlier ones from the same stockholder.
- When multiple undated proxies exist, the latest by postmark or presentation time is accepted.
- Proxies given to multiple persons in the alternative allow the alternate to act only if the other fails to attend.
Proxy Validity Scope and Legal Representatives
- A proxy is valid only for the intended meeting.
- Executors, administrators, and legal representatives can attend and vote without a proxy.
Handling Multiple Proxies and Joint Ownership
- Number of shares represented by each proxy must be specified; if absent, shares are allocated equally or as per indicated numbers.
- By-laws may limit number of proxies designated.
- Joint owners must all consent to appoint or revoke proxies.
- Owners with "and/or" shares require only one to appoint or revoke.
Proxies Executed Abroad and Stock Exchange Member Rules
- Proxies executed abroad require authentication by Philippine Embassy or Consulate.
- Stock exchange members and brokers cannot give proxies on customer securities without written authorization from the customer.
- Broker proxies must be accompanied by sworn certification of customer consent.
Proxy Challenges and Presumptions
- Proxies are presumed valid if prima facie authentic and no timely valid challenge is made.
- Stockholders without signature cards are not invalidated unless refusal to submit was duly demanded and ignored.
Proxy Validation and Dispute Resolution
- Board of Directors appoints a special committee to validate proxies.
- Disputes resolved by SEC upon complaint or supervision officer's intervention.
Penalties for Non-Compliance
- Violations subject to administrative sanctions under the Corporation Code, Revised Securities Act, and PD 902-A as amended.