JK&C LIBRARYSEC Memorandum Circular No. 13, s. 2004
Overview
SEC Memorandum Circular No. 13, Series of 2004, concerns amendments to Rule 34.1 and Rule 38 of the Implementing Rules and Regulations of the Securities Regulation Code (SRC).
The amendments relate to the regulatory requirements applicable to covered companies under the SRC, including provisions concerning corporate reporting and the requirements relating to independent directors. The SEC’s official index identifies the issuance as MC No. 13 s. 2004 – “Amendments to Rule 34.1 and Rule 38 of the Implementing Rules and Regulations of the Securities”.
The amended provisions of SRC Rule 38 addressed requirements concerning the nomination and election of independent directors. A later SEC resolution reproduced amendments to paragraphs 2(E) and 2(F) of SRC Rule 38. These provisions addressed, among other matters, whether an independent director had been employed in an executive capacity by the covered company, its related companies, or substantial shareholders, and whether the person had been retained as a professional adviser by those entities within the specified period.
The SEC’s current issuance index identifies MC No. 13 as a repealed/superseded memorandum circular and states that it was superseded by Rule 34.1 of the 2015 SEC IRR.
Full Text
Overview
SEC Memorandum Circular No. 13, Series of 2004, concerns amendments to Rule 34.1 and Rule 38 of the Implementing Rules and Regulations of the Securities Regulation Code (SRC). The amendments relate to the regulatory requirements applicable to covered companies under the SRC, including provisions concerning corporate reporting and the requirements relating to independent directors. The SEC's official index identifies the issuance as MC No. 13 s. 2004 – “Amendments to Rule 34.1 and Rule 38 of the Implementing Rules and Regulations of the Securities”. The amended provisions of SRC Rule 38 addressed requirements concerning the nomination and election of independent directors. A later SEC resolution reproduced amendments to paragraphs 2(E) and 2(F) of SRC Rule 38. These provisions addressed, among other matters, whether an independent director had been employed in an executive capacity by the covered company, its related companies, or substantial shareholders, and whether the person had been retained as a professional adviser by those entities within the specified period. The SEC's current issuance index identifies MC No. 13 as a repealed/superseded memorandum circular and states that it was superseded by Rule 34.1 of the 2015 SEC IRR.
Short Title / Subject
Amendments to Rule 34.1 and Rule 38 of the Implementing Rules and Regulations of the Securities
Full Text
REPUBLIC OF THE PHILIPPINES
SECURITIES AND EXCHANGE COMMISSION
SEC Building, EDSA, Greenhills, Mandaluyong City, Metro Manila
SEC MEMORANDUM CIRCULAR NO. 13
SERIES OF 2004
SUBJECT : Amendments to Rule 34.1 and Rule 38 of the Implementing Rules and
The Commission, in its SEC-EXS Resolution No. 104, Series of 2004, dated 31 August 2004, amended paragraph (1)A(1)(b) of SRC Rule 341. The amended paragraph reads as follows:
SRC Rule 34.1 — Segregation and Limitation of Functions of
Members, Brokers and Dealers
[formerly SRC Rules 34.1-2 and 34.1-3]
"1. Segregation of Broker and Dealer Function. Affiliations and Practices.
A. x x x x x x x x x
- x x x x x x x x x:
a. x x x x x x x x x;
b. When the Member-Broker holds an unexecuted customer's Order with priority (preexisting order), then any Broker's Order that takes precedence over the pre-existinq order shall better the pre-existinq highest bid or lowest offer from a customer by at least one (1) fluctuation or such other number of fluctuations that the Commission, by Order, may set from time to time.
x x x x x x x x x
Furthermore, the Commission, in its SEC-EXS Resolution No. 88, Series of 2004, dated 10 August 2004 and Resolution No. 537, Series of 2004, dated 7 October 2004, resolved to amend paragraphs 2(E) and 2(F) of SRC Rule 38. The amended paragraphs read as follows:
SRC Rule 38 — Requirements on Nomination and Election of Independent Directors
(formerly, SRC Rule 38.1 — Definition of "Independent Director”)
“1. x x x x x x x x x
"2. x x x x x x x x x
E. Has not been employed in any executive capacity by the covered company, any of its related companies and/or by any of its substantial shareholders within the last two (2) years;
F. Is not retained, either personally or through his firm or any similar entity, as professional adviser, by that covered company, any of its related companies and/or any of its substantial shareholders, within the last two (2) years; or
x x x x x x x x x
These amendments shall take effect fifteen (15) days from their publication in a newspaper of general circulation in the Philippines.
Signed this 21st day of October 2004, Mandaluyong City, Philippines.
For the Commission:
FE B. BARIN
Chairman
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Source
Official Source: Securities and Exchange Commission
Official URL: https://www.sec.gov.ph/wp-content/uploads/2019/11/2004MCno13.pdf
Citation
Securities and Exchange Commission (SEC), Memorandum Circular, SEC Memorandum Circular No. 13, s. 2004, SEC Memorandum Circular No. 13, s. 2004, 2004-10-21
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Source
Securities and Exchange Commission Official source
Citation
Securities and Exchange Commission (SEC), Memorandum Circular, SEC Memorandum Circular No. 13, s. 2004, SEC Memorandum Circular No. 13, s. 2004, 2004-10-21