Guidelines on Attendance and Participation in Board and Stockholders/Members' Meetings Through Remote Communication

Under Memorandum Circular No. 6, Series of 2020, dated 12 March 2020 (“MC No. 6-20”) issued by the Securities and Exchange Commission (“SEC”), the SEC prescribed the guidelines on attendance and participation in board and stockholders/members’ meetings through remote communication.
For board meetings of directors or trustees, directors or trustees can participate and vote through remote communication (e.g., videoconferencing, teleconferencing, or other alternative modes of communication allowing them reasonable opportunities to participate),[1] but cannot attend or vote by proxy at board meetings.[2] Participation via remote communication shall subject to the corporation’s own internal procedures.[3] Notices of board meetings may be sent to all directors or trustees through electronic mail messaging service, or such other manner as may be provided in the by-laws or by board resolution,[4] indicating, among others, that directors and trustees may participate via remote communication.[5] Similarly, directors or trustees participating in the meeting via remote communication may cast their votes through electronic mail, messaging service, or such other manner as may be provided in the corporation’s internal procedures.[6]
Meanwhile, for meetings of stockholders or members, MC No. 06-20 likewise authorizes the conduct of such meetings and participation therein via remote communication or other alternative modes of communication, specifically when so provided in the by-laws or by majority of the board of directors[7] and subject to the corporation’s internal procedures.[8] Written notice of regular meetings may be sent to all stockholders or members through electronic mail or such other similar manner as may be stated in the by-laws,[9] stating, among others, the requirements and procedures to be followed when a stockholder or member elects to attend, participate, and vote by remote communication or in absentia.[10] Stockholders or members may exercise their right to vote 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.[11]

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