The Philippine Securities and Exchange Commission (SEC) has opened a consultation on revised guidelines that would generally require stockholders’ and members’ meetings to be physical or hybrid, limiting purely remote meetings to circumstances that make physical attendance impracticable. The proposals would apply to all corporations registered with the SEC and replace its 2020 guidelines. They would also establish safeguards for participation and voting rights, particularly those of minority stockholders.
Purely remote meetings would be permitted only where circumstances beyond a corporation’s reasonable control materially affect attendee safety or the feasibility of using a physical venue. These could include public health emergencies, natural disasters or government restrictions. Convenience, cost savings or a preference for remote communication would not suffice. Corporations would have to document the justification, make supporting records available to the SEC on request and explain the circumstances in meeting notices. Hybrid meetings would require a reasonably accessible venue at the corporation’s principal office or, if that is impracticable, within the same city or municipality. Authorization to vote remotely would not, by itself, permit a purely remote meeting.
Corporations would need internal procedures to verify participants’ identities and voting entitlements, protect voting integrity and enable meaningful participation without arbitrary or discriminatory exclusion. Remote attendees at hybrid meetings would need opportunities to follow proceedings, deliberate and exercise their rights without undue disadvantage compared with physical attendees. Notices would have to explain access, participation and voting arrangements. Procedures would also need to address and document material technical disruptions, with remedies potentially including alternative participation methods, reopening voting, or suspending or reconvening meetings. A disruption would not automatically invalidate a meeting or vote, but material impairment of participation rights or voting integrity would require appropriate remedial measures.