Title
Reorganization of Securities and Exchange Commission
Law
Presidential Decree No. 902-a
Decision Date
Mar 11, 1976
Presidential Decree No. 902-A reorganizes the Securities and Exchange Commission in the Philippines, granting it additional powers and transferring administrative supervision to the Office of the President, with the aim of promoting investments and ensuring the proper functioning of corporations in the country.

Law Summary

Composition and Tenure of the Commission

  • The SEC is a collegial body composed of a Chairman and two Associate Commissioners.
  • All members are appointed by the President for a seven-year term.
  • Initial appointments have staggered terms: Chairman (7 years), one Member (5 years), another Member (3 years).
  • Members serve until successors are appointed and qualified after term expiration.
  • Vacancies are filled only for the unexpired term.
  • Salaries: Chairman receives P50,000 annually plus P2,000 monthly allowance; Members receive P42,500 annually plus P1,500 monthly allowance.
  • The Commission convenes as deemed necessary; quorum requires two members.
  • The Chairman has executive control and supervises all Commission operations.
  • The Secretary of the Commission manages administrative affairs, acts as official recorder, custodian of documents, and administers oaths.
  • The Executive Director implements policies and supervises operating units, holding a primarily confidential position.

Jurisdiction and Authority Over Corporate Entities

  • The SEC has absolute jurisdiction, supervision, and control over corporations, partnerships, or associations with primary franchise or government-issued licenses in the Philippines.
  • It may enlist support from any government enforcement agency (civil or military).

Staffing and Personnel Reorganization

  • The Commission shall reorganize and restructure its staff and personnel.
  • The staffing pattern and salary scale are prescribed in Annex "A".
  • Except for technical, policy-determining, or confidential positions approved by the Commission and the President, all positions are subject to the Civil Service Law and Rules.

Expanded Jurisdiction and Original Exclusive Cases

  • SEC’s jurisdiction extends beyond regulation to include adjudication of:
    • Fraud and misrepresentation by corporate directors, officers, partners, or associates affecting public or investor interests.
    • Intra-corporate or partnership disputes involving stockholders, members, or associates.
    • Controversies in elections or appointments of corporate officers.

Powers of the Commission

  • Issue preliminary or permanent injunctions within jurisdiction.
  • Punish for contempt with penalties as per Rules of Court.
  • Compel calling of stockholder or member meetings under supervision.
  • Validate proxies and voting trust agreements.
  • Issue subpoenas and summon witnesses; conduct search and seizure for evidence.
  • Impose fines or penalties for violations of laws, rules, orders, or rulings.
  • Authorize and regulate stock exchanges, commodity exchanges, and similar organizations.
  • Refuse registration applications inconsistent with national economic policies after consultations.
  • Suspend or revoke franchises or registration certificates for grounds including:
    • Fraud in obtaining registration.
    • Serious misrepresentations harmful to the public.
    • Defiance of lawful Commission orders.
    • Continuous inoperation of at least five years.
    • Failure to file required by-laws or reports timely.
  • Exercise all other powers necessary or incidental to executing its functions.
  • Hear cases through the Commission en banc, Commissioners, or designated bodies/officers.
  • Decisions by lower bodies can be appealed to the Commission en banc within 30 days.
  • The Commission shall promulgate procedural rules and appeals may be taken to the Supreme Court by petition for review under Rules of Court.

Fee and Charge Adjustments

  • The Commission may recommend to the President changes in fees and charges it is authorized to collect.

Creation of Additional Positions

  • With Presidential approval, the Commission can create additional positions needed to fulfill its mandate.

Budget and Appropriations

  • The Commission may appropriate up to 25% of its income and any unexpended balances for implementing this Decree.
  • With Presidential approval, funds from appropriations or fees may be allocated for urgent service requirements.

Reporting

  • The Commission must submit an annual report to the President by January 31 each year including recommendations.

Repeal of Inconsistent Laws

  • All laws, orders, decrees, or regulations inconsistent with this Decree are repealed, amended, or modified accordingly.
  • The Decree takes effect immediately upon promulgation.

Staffing Pattern and Salary Scale Summary (Annex "A")

  • The SEC employs 303 positions totaling an annual salary cost of P3,160,344.
  • Key roles include:
    • Chairman, 2 Members, and Executive Director with specified salaries.
    • Directors for various departments such as Corporate, Brokers and Exchanges, Examiner and Appraisers, Investments and Research, Money Market Operations.
    • Key administrative positions include Secretary, Auditor, Chief Accountant, and Chief Personnel Officer.
    • Additional technical, confidential, clerical, security, and support staff positions are included.
  • Salaries range according to position from highest executive pay to support staff wages.

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