Corporate Governance website requirements for PSE companies

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Call them control-freaks, call them overbearing, but the Securities and Exchange Commission (SEC)’s recent policy requiring the websites of publicly traded companies to adhere to a certain template may very well benefit small investors like us.

SEC memorandum circular number 11 (Series of 2014) mandates all companies whose stocks are traded in the Philippine Stock Exchange (PSE) to upload and publicly display all corporate disclosures in the company’s website.

At the same time, the circular reiterated a previously approved policy by the SEC requiring websites of publicly listed companies to follow a certain format.

According to the SEC, these rules are meant “to promote a better corporate governance environment for publicly listed companies.” Although this will surely be taxing for companies, we at PinoyMoneyTalk welcome this move for greater transparency.

The rules are to take effect immediately, as per the SEC circular.

 

Company Disclosures

Disclosures of publicly listed companies are submitted to the PSE and uploaded to the PSE disclosure website (http://edge.pse.com.ph). With the SEC’s new policy, however, these companies are required to upload and display them in their respective websites.

In addition, all publicly listed companies must “post all periodic reports on their due dates” and that minutes of all general or special stockholders meeting shall be posted “within five days from the actual date of the said meeting.”

 

Website Format

As for the website template, the SEC requires publicly traded companies to show “the following information, arranged under recommended topic headings,” in their websites.

 

HOME

– Our Business

  • The Company’s Business Operations

– Our Company

  • Corporate or Business Profile
  • Mission, Vision and Values
  • Board of Directors, Management Team and Executive Officers
  • Organizational Chart
  • Conglomerate Map or Group Corporate Structure
  • Shareholdings Structure
  • Articles of Incorporation and By-Laws and all amendments thereto

CORPORATE GOVERNANCE

– Manual on Corporate Governance

– Code of Business Conduct and Ethics

– Annual Corporate Governance Report (ACGR)

– Board Committees

  • Board Committees
  • Committee Members
  • Committee Charters

– Corporate Social Responsibility

  • CSR initiatives

– Enterprise Risk Management System

– Company’s Policies

  • 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

COMPANY DISCLOSURES

– SEC Filings

  • 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

PRESS MATERIALS / NEWS

– Materials provided in briefings to analysts and media

INVESTOR RELATIONS

– Investor Relations Programs

– Share Information

  • Total Outstanding Shares
  • Exchange where Listed
  • Top 20 Stockholders

 

The SEC requires companies to show and keep corporate disclosures and other relevant investor relations documents for a period of five (5) years.

About the Author

James Ryan Jonas teaches business strategy, investments, and entrepreneurship at the University of the Philippines (UP). He is also the Executive Director of UP Provident Fund Inc., managing and investing P3.1 Billion ($56 Million) worth of retirement funds on behalf of thousands of UP employees.

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