Shareholders' Right to Put Items on the Agenda for Regular/Special Stockholders' Meetings

April 28, 2020SEC MEMORANDUM CIRCULAR NO. 14-20TO :Publicly-Listed Companies   SUBJECT:Shareholders' Right to Put Items on the Agenda for Regular/Special Stockholders' Meetings To promote good corporate governance and the protection of minority investors, the Securities and Exchange Commission, pursuant to its regulatory power under Section 179 (d) of Republic Act No. 11232, otherwise known as the Revised Corporation Code of the Philippines (RCC), and Administrative Order No. 38, Series of 2013, resolved to issue the following rules: (1) Shareholders who, alone or together with other shareholders, hold at least five percent (5%) of the outstanding capital stock of a publicly-listed company (PLC) shall have the right to include items on the agenda prior to the regular/special stockholders' meeting.(2) All items added on the agenda by qualified shareholder(s) pursuant to this Memorandum Circular after the Definitive Information Statement (DIS) has been filed with the Commission shall be filed under "Other Matters." In this regard, the reporting PLC shall no longer be required to amend its DIS.(3) Any officer or agent of the corporation who shall unjustly refuse...