Transparency starts with appropriate and timely disclosures. Currently, disclosures by publicly listed companies are submitted for publishing to the Philippine Stock Exchange and Philippine Securities and Exchange Commission (SEC). The Philippine SEC is now requiring all publicly-listed companies to include all of their disclosures in their company websites.
Pursuant to SEC Memorandum Circular No. 11, Series of 2014, a notice was issued by the SEC on June 5, 2014 dated June 2, 2014 requiring all publicly-listed companies to:
- include all company disclosures in their company websites
- post all periodic reports on their due dates
- post minutes of general and special meeting five (5) days from the actual date of the said meeting
On May 28, 2014, the posted in its website Memorandum Circular No. 11, Series of 2014 dated May 26, 2014 that sets forth template for publicly-listed companies website. This is pursuant to the Commission’s drive to promote a better corporate governance environment for publicly-listed companies.
Following are the information required under their respective recommended topic headings to be included in all PLC’s websites:
The Company’s Business Operation
- The Company’s Corporate and Business Profile;
- The Company’s Mission, Vision and Values;
- The Company’s Board of Directors, Management Team and Executive Officers;
- The Company’s Organizational Chart;
- The Company’s Conglomerate Map or Group Corporate Structure;
- The Company’s Shareholdings Structure; and
- The Company’s Articles of Incorporation and By-Laws and all amendments thereto
Manual on Corporate Governance
Code of Business Conduct and Ethics
Annual Corporate Governance Report (ACGR)
- ACGR for 2012;
- Updates on Changes as of December 31, 2013;
- Consolidated Changes in the ACGR for 2013;
- Updates on Changes as of present date; and
- Consolidated Changes in the ACGR for 2014 and so on and so forth until ACGR is required
- Board Committees
- Board Committee Members; and
- Board Committee Charters
Corporate Social Responsibility
The Company’s Corporate Social Responsibility initiatives
Enterprise Risk Management
The Company’s Risk Management System
- Whistle-blowing Policy;
- Conflict of Interest Policy;
- Insider Trading Policy;
- Related Party Transactions Policy;
- Policy and Data Relating to Health, Safety and Welfare of Employees, including company sponsored trainings.
- SEC Form 17-A (Annual Report);
- SEC Form 17-Q (Quarterly Report);
- SEC Form 17-C (Current Report);
- SEC Form 20-IS (Information Statement);
- SEC Form 23-A/B (Statement of Beneficial Ownership);
- General Information Sheet
Notice of Annual or Special Stockholders’ Meetings
Minutes of all General or Special Stockholders’Meetings
Other Disclosures to SEC, PSE and Other Pertinent Agencies
Materials provided in briefing to analysts and media
Investor Relations Programs
- Total Outstanding Shares;
- Exchange where Listed; and
- Top 20 Stockholders
All required information must be retained in the company’s website for a period of five (5) years. The website template is deemed as a minimum requirement for publicly-listed companies and any item/s could be added or removed therefrom any time the needs arises.
SEC Memorandum Circular No 11, Series of 2014 is effective immediately.
With this requirement of the SEC, stakeholders will have an easy, one-stop-shop access to the Company’s information right from the public companies websites. This promotes transparency and accessibility of useful information to the general investing public.
On the part of the companies, these means they should customize their websites to fit in all those required information as prescribed by Memorandum Circular No. 11, Series of 2014. Aside from submission to the SEC, companies are now required to post the information to their websites.
The question now is – how will the SEC monitor the compliance on these requirements, especially that reports are posted in domains under listed company’s control?
You can download a copy of the notice from the link below:
Notice on Disclosure in Company’s Website and SEC Memorandum Circular No. 11, Series of 2014
Let us know what’s on your mind. 🙂