THE Securities and Exchange Commission (SEC) is looking at giving minority shareholders more voice to call for special meetings in listed companies and include items in the agenda.
A draft memorandum circular released by the Commission provides that shareholders representing at least 10 percent of the outstanding capital stock shall have the right to call for a special stockholders’ meeting.
“The holding of such special meetings shall be subject to the guidelines set under Section 49 of Republic Act No. 11232, or the Revised Corporation Code of the Philippines, as may be applicable,” the SEC said.
Meanwhile, shareholders representing at least 5 percent of the outstanding capital stock shall have the right to include items in the agenda prior to a regular or special stockholders’ meeting.
“Any officer or agent of the corporation who shall refuse to allow a qualified shareholder to exercise his/her right to call for a meeting and/or put items on the agenda shall face administrative sanctions provided under the Revised Corporation Code,” the SEC said.
“If the refusal is made pursuant to a resolution or order of the board of directors, the liability for such action shall be imposed upon the directors who voted for such refusal,” it added.
“Furthermore, it shall be a defense to any action under the proposed circular that the shareholder exercising any of the rights provided therein was not acting in good faith or for a legitimate purpose,” the SEC also said.
The proposed rules take off from the mandate of the SEC to promote good corporate governance and the protection of minority investors through, among others, the issuance of rules and regulations consistent with international best practices.
