MANILA – The Securities and Exchange Commission (SEC) is finalizing the guidelines that would affirm the right of directors, trustees, stockholders, and members to inspect the records of corporations.
The SEC on June 23 released the draft memorandum circular providing the Guidelines in Conducting Investigations of Violations of the Right to Inspect and/or Reproduce Corporate Records, for public comment.
The draft guidelines will operationalize Section 73 of Republic Act No. 11232, or the Revised Corporation Code of the Philippines, which provides that corporate records, regardless of the form in which they are stored, shall be open to inspection by any director, trustee, stockholder, or member of the corporation.
The director, trustee, stockholder or member may inspect the corporate records in person or through a representative at reasonable hours on business days, as well as demand in writing and at his/her expense for copies of such records.
The Revised Corporation Code (RCC) further provides that an aggrieved party may report the noncompliance of a corporation to the SEC and, within five days from receipt of such report, the Commission shall conduct a summary investigation and issue an order directing the inspection or reproduction of the requested records.
Any officer or agent of the corporation who shall refuse to allow the inspection and/or reproduction of records in accordance with the RCC shall be liable to the requesting party for damages and, in addition, shall be guilty of an offense punishable under the law.
The SEC may impose any or all of the sanctions under Section 158 of the RCC, taking into consideration the extent of participation, nature, effects, frequency and seriousness of the violation.
The draft guidelines in investigating violations of the right to inspect and/or reproduce corporate records are available on the SEC website. (PR)
