SEC: Submit corporate governance reports by June 

THE Securities and Exchange Commission (SEC) has set the deadline for the filing of annual corporate governance reports (ACGR) to June 30.

In a memorandum circular (MC) dated Dec. 31, the regulator said public companies (PC) and registered issuers (RI) must submit their ACGR covering January to December 2021.

The deadline applies to all firms that qualify as a PC or RI, regardless of their registration date.

However, firms that are listed on the Philippine Stock Exchange are exempted from the submission of ACGRs. Publicly listed PCs and RIs are required to submit an integrated annual corporate governance report.

Qualified firms should submit two copies of a fully accomplished ACGR, one of which should be notarized and signed manually by the company’s chairperson of the board, the chief executive officer or president, all of its independent directors, its compliance officer, and its corporate secretary.

PCs and RIs are no longer required to submit a certificate of compliance with the manual of corporate governance, certificates of attendance of directors in meetings of the board of directors, and a compliance officer’s certifications.

Meanwhile, registered issuers and public companies that qualified or registered as such from July to December are allowed to indicate that they are “newly registered” in the ACGR’s explanation part for their first submission.

Public companies must indicate the date of their registration or the date when it went public to be qualified, while registered issuers must also put the effectivity date of their registration statement.

Newly registered firms must also submit a copy of their manual on corporate governance in accordance with the SEC’s MC Number (No.) 24, series of 2019 or the Code of Corporate Governance for Public Companies and Registered Issuers and with the SEC MC No. 19, series of 2020 or the Signatories of the Manual on Corporate Governance and Penalty for Noncompliance With the Requirement.

The basic penalty for misrepresentation or misinformation will cost a company P50,000, with a monthly penalty worth P5,000.

“The monthly penalty shall continue to accrue until the company has complied with the requirement,” the regulator said.

Meanwhile, the SEC will also impose a basic penalty worth P20,000 to noncompliant firms or for those that submit late. The company will face a monthly penalty of P2,000.

Those with incomplete disclosures, including those who do not provide explanations or those who do not have alternative governance practices, will be fined P10,000 and will have a monthly fee of P1,000 for noncompliance.

Companies with documents that have incomplete or incorrect signatories will be fined P5,000 and a monthly penalty of P500 until proper compliance. — Keren Concepcion G. Valmonte