JK&C LIBRARYSEC Memorandum Circular No.15 Series of 2001

Document Number: SEC Memorandum Circular No.15 Series of 2001
Date Issued: 2001-11-20
Status: Current

Overview

SEC Memorandum Circular No. 15, Series of 2001 provides guidelines for conducting Board of Directors meetings through teleconferencing or videoconferencing, including notice requirements, attendance verification, quorum confirmation, voting procedures, recording of proceedings, preparation of minutes, and preservation of meeting records.

Full Text

Overview

Document Number: SEC Memorandum Circular No.15 Series of 2001
Date Issued: November 20, 2001
Status: Current

Short Title / Subject

Board Meeting Through Teleconferencing or Videoconferencing (Tele/Video Conferencing)

Full Text

In relation to Section 16 of the Electronic Commerce Act (R.A. 8792) and Section 25 of the

Corporation Code of the Philippines (BP68) the following are the guidelines for the conduct of

teleconferencing and videoconferencing (i.e. conferences or meetings through electronic medium or

telecommunications where the participants who are not physically present are located at different local

or international places) of the Board of Directors for the information and guidance of all concerned:

1. The Secretary of the meeting shall assume the following responsibilities:

a. to safeguard the integrity of the meeting via tele/videoconferencing

b. to find good tele/videoconference equipment/facilities

c. to record the proceedings and prepare the minutes of the meeting

d. to store for safekeeping and mark the tape recording/s and/or other electronic recording mechanism

as part of the records of the corporation

2. The Secretary shall send out the notices of the meeting to all directors in accordance with the

manner of giving notice as stated in the corporate by-laws.

3. The notice shall include the following:

a. Inquiry on whether the director will attend physically or through tele/videoconferencing;

b. Contact number/s of the Secretary and office staff whom the director may call to notify and state

whether he shall be physically present or attend through tele/videoconferencing;

c. Agenda of the meeting;

d. All documents to be discussed in the meeting, including attachments, shall be numbered and duly

marked by the Secretary in such a way that all the directors, physically or electronically present, can

easily follow, refer to the documents and participate in the meeting.

4. If the director chooses tele/videoconferencing, he shall give notice of at least five days prior to the

scheduled meeting to the Secretary. The latter shall be informed of his contact number/s. In the same

way, the Secretary shall inform the director concerned of the contact number/s he will call to join the

meeting. The Secretary shall keep the records of the details, and on the date of the scheduled meeting,

confirm and note such details as part of the minutes of the meeting.

5. In the absence of an arrangement, it is presumed that the director will physically attend the Board

meeting.

6. At the start of the scheduled meeting, a roll call shall be made by the Secretary. Every director

and participant shall state, for the record, the following:

a. Full Name

b. Location

c. For those attending through tele/videoconferencing, he shall confirm that:

i. he can completely and clearly hear the others who can clearly hear him at the end of the line

ii. state whether he has received the agenda and all the materials for the meeting

iii. specify type of device used Thereafter, the Secretary shall confirm and note the contact numbers being used by the directors and

participants not physically present. After the roll call, the Secretary may certify the existence of a

quorum.

7. All participants shall identify themselves for the record, before speaking and must clearly hear

and/or see each other in the course of the meeting. If a person fails to identify himself, the Secretary

shall quickly state the identity of the last speaker. If the person speaking is not physically present and

the Secretary is not certain of the identity of the speaker, the Secretary must inquire to elicit a

confirmation or correction. If a motion is objected to and there is a need to vote and divide the Board, the Secretary should call

the roll and note the vote of each director who should identify himself.

If a statement of a director/participant in the meeting via tele/videoconferencing is interrupted or

garbled, the Secretary shall request for a repeat or reiteration, and if need be, the Secretary shall repeat

what he heard the director/participant was saying for confirmation or correction.

8. The Secretary shall require all the directors who attended the meeting, whether personally or

through tele/videoconferencing, to sign the minutes of the meeting to dispel all doubts on matters taken

up during the meeting.

These guidelines shall take effect fifteen (15) days after publication in two (2) newspapers of general

circulation.

Mandaluyong City, Philippines.

November 20, 2001.

LILIA R. BAUTISTA

Chairperson

Official PDF

2001MCno15.pdf

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Source

Official Source: Securities and Exchange Commission

Official URL: https://appointment.sec.gov.ph/mc-2001/sec-memorandum-circular-no-15-8/

Citation

Securities and Exchange Commission (SEC), Memorandum Circular, SEC Memorandum Circular No.15 Series of 2001, SEC Memorandum Circular No.15 Series of 2001, 2001-11-20

Source

Securities and Exchange Commission Official source

Citation

Securities and Exchange Commission (SEC), Memorandum Circular, SEC Memorandum Circular No.15 Series of 2001, SEC Memorandum Circular No.15 Series of 2001, 2001-11-20

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JK&C LIBRARYSEC Memorandum Circular No.15 Series of 2001

Overview

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JK&C LIBRARYSEC Memorandum Circular No.15 Series of 2001

Overview

Full Text

Overview

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Full Text

Official PDF

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