Per Revised Corporation Code

VOTING OF BOARD OF DIRECTORS, TRUSTEES AND OFFICERS THROUGH REMOTE COMMUNICATION
 

Section 23 (Election of Directors or Trustees) of RA 11232, or the Revised Corporation Code of the Philippines provides that when so authorized by a majority of the BOD, the members may vote through remote communication or in absentia;

Section 49 of the Revised Corporation Code provides that written notice of regular meetings may be sent to all stockholders or members of record through electronic mail or such other manner as the Commission (SEC) shall allow under its guidelines;

Whereas, Section 49 of the Revised Corporation Code provides that the right to vote of stockholders or members may be exercised in person, through a proxy, or when so authorized in the bylaws, through remote communication or in absentia;

Per SEC Memorandum Circular No. 6, Series of 2020

VOTING OF BOARD OF DIRECTORS, TRUSTEES AND OFFICERS THROUGH REMOTE COMMUNICATION

Under Securities & Exchange Commission (SEC) MEMORANDUM CIRCULAR NO. 6 issued on March 12, 2020, attendance and participation of members and other persons of corporations in regular and special meetings through the use of teleconferencing, video conferencing and other remote or electronic means of communication are allowed.

Section 12 of SEC Memorandum Circular No. 6 provides:

• Section 12. Voting in the Election of Directors, Trustees and Officers Through Remote Communication. The right to vote of stockholders or members may be exercised in person, through a proxy, or when so authorized in the bylaws, through remote communication or in absentia. [Rcc-49, last par.]

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• The right to vote of stockholders or members may be exercised also through remote communication or in absentia when authorized by a resolution of the majority of the board of directors; Provided, That the resolution shall only be applicable for a particular meeting. [Rcc-23,49, 57]; (underscoring supplied)