Pursuant to the provisions of the Electronic Commerce Act and Section 25 of the Corporation Code, the Securities and Exchange Commission of the Philippines has previously issued Memorandum Circular 15-01 providing for the guidelines on teleconferencing and videoconferencing of the Board of Directors of a corporation in the Philippines.
Under the Corporation Code, directors or trustees cannot attend or vote by proxy at board meetings. Acting as a body, the Board must meet personally when discussing and deciding issues of primary importance concerning the operation of the corporation. This requirement of personal attendance is satisfied through the use of electronic devices which allow a member or director to attend a meeting despite not being physically present in the meeting room, the important factor being that he or she is able to contribute in said meeting.
Under the said circular, the following guidelines must be followed:
Thereafter, the Secretary shall confirm and note the contact numbers being used by the directors and participants not physically present. After the roll call, the Secretary may certify the existence of a quorum.
All participants shall identify themselves for the record, before speaking and must clearly hear and/or see each other in the course of the meeting. If a person fails to identify himself, the Secretary shall quickly state the identity of the last speaker. If the person speaking is not physically present and the Secretary is not certain of the identity of the speaker, the Secretary must inquire to elicit a confirmation or correction.
If a motion is objected to and there is a need to vote and divide the Board, the Secretary should call the roll and note the vote of each director who should identify himself.
If a statement of a director/participant in the meeting via teleconferencing or videoconferencing is interrupted or garbled, the Secretary shall request for a repeat or reiteration, and if need be, the Secretary shall repeat what he heard the director/participant was saying for confirmation or correction.
The Secretary shall require all the directors who attended the meeting, whether personally or through teleconferencing or videoconferencing, to sign the minutes of the meeting to dispel all doubts on matters taken up during the meeting.
All of these requirements must be met in order for a teleconference or videoconference to be considered as a valid meeting. It is therefore critical that the following rules be followed strictly.