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                Early Bird Deadline          CGBP
                  

                  

                  

                  
presents

17 & 18 May 2018, Thursday (9:00am to 5:00pm) & Friday (10:00am to 2:30pm),
EDSA SHANGRI-LA HOTEL, MANDALUYONG CITY, PHILIPPINES
This seminar deals with the multitude of services that a corporate secretary (who could be a lawyer, non-lawyer or board director) performs for a corporation or employer. These services, which would normally include acting as corporate secretary, drafting and review of contracts, and provision of legal advice, are collectively called "corporate housekeeping services" and may be performed for a private company or a public company.

This special program would be of special benefit to, among others, corporations, business owners, directors, and managers who may want to know how best to use the services of the corporate secretary; new lawyers who may wish to learn the best practices in corporate housekeeping; older lawyers who may want to shift to corporate practice or to broaden their knowledge of such practice; law firms and corporate law departments who may wish to provide additional training to their lawyers and paralegals; compliance officers of public corporations; and accountants, auditors, and accounting firms who may wish to expand their services so as to include the provision of corporate housekeeping services to their clients. Sample forms, resolutions, documents, contracts, and other useful reference materials will be provided

 ​ Limited Seats Only, Pre-Registration Required

   REGISTER NOW and
   Avail of Early Bird
    & Group DISCOUNTS

   Contact Person: Paula Zaldivar
   Manila lines: (+632) 556-8968 or 69
 Manila Telefax: (+632) 842-7148 or 59
   Cebu lines: (+63 32) 512-3106 or 07
   Baguio line: (+63 74) 423-5148
   Legazpi line (+63 52) 736-0148
    Email: paula.cgbp@yahoo.com
    Check: www.cgbp.org
------------------------------------------------ Avail of the 5% Group discount for attendees of 3 or more & 5% Early Bird Discount when you enroll on or before April 17, 2018

Lecturer 1: Tristan A. Catindig (A.B., cum laude, U.P. 1962; LL.B., cum laude, U.P. 1966; LL.M., Harvard Law School, Harvard University scholar, 1969) has been in corporate law practice for more than 40 years, 26 years of which were with the largest law firm in the Philippines, SyCip Salazar Hernandez & Gatmaitan, where he was Senior Partner and Head, Corporate Services Department.

Lecturer 2: Atty. Adrian S. Bustos from Tan Venturanza Valdez law office has extensive experience in corporate housekeeping having handled 8 corporations as corporate secretary and 23 corporations as assistant corporate secretary of private and public corporations including those listed in the Philippine Stock Exchange. With his previous experience as a financial analyst in an investment house, he gained a solid understanding of the stock market particularly on public and listed companies. He earned his Juris Doctor degree, as well as his Bachelor of Science degree in Business Administration (major in Finance), from the University of the Philippines.

Who Should Attend:
         • Board Chairman & Directors
         • Corporate Secretaries
         • Business Leaders & Owners
            who run corporations
         • Officers of a Corporation
         • Lawyers and CPAs
         • SEC & PSE Compliance
            Officers
         • Business Consultants


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Seminar Investment is P14,580
   inclusive of Meals, CD, Resource
Kit,Certificate of Attendance
Business World Online International Chamber of Commerce Tri-ISys Forbes College



Best Practices in Corporate Housekeeping


The Experts' Guide for Board Directors & Lawyers
on How to be an Effective Corporate Secretary


EDSA Shangri-La Hotel, Mandaluyong City, Philippines
Thursday 9:00 am to 5:00 pm, May 17, 2018
Friday, 10:00 am to 2:30 pm, May 18, 2018


Course Outline


DAY 1
9:00 AM TO 12:00 PM
FIRST LECTURER: ATTY. TRISTAN A. CATINDIG



1. OVERVIEW OF LECTURE AND SEMINAR MATERIALS

    1.1 Speakers and scope of each lecture
    1.2 For whom are the lectures?
    1.3 When and how do you use the lecture materials?

2. CORPORATE HOUSEKEEPING AND RISK MANAGEMENT

    2.1 What is corporate housekeeping?
    2.2 Principal areas of housekeeping services
    2.3 Corporate housekeeping as risk management
    2.4 Concept of risk
    2.5 Concept of risk management
    2.6 Methods of managing risks
    2.7 Functional areas of risk

3. MANAGING RISKS AS CORPORATE SECRETARY AND STOCK TRANSFER AGENT

    3.1 Basic qualifications and disqualifications of a corporate secretary (Secs. 25 and 27, Corporation Code)
    3.2 General responsibilities of a Corporate Secretary
    3.3 Organization and keeping of records
          3.3.1 Filing system
          3.3.2 Stock and transfer book
    3.4 Qualifications and election of directors
          3.4.1 Qualifications under the Corporation Code, By-laws, and the law(s) applicable to the business of the corporation
          3.4.2 Election of directors
    3.5 Qualifications and election of officers
          3.5.1 Qualifications under the Corporation Code, By-laws, and the law(s) applicable to the business of the corporation
          3.5.2 Election of officers

    3.6 Organization and conduct of meetings
          3.6.1 Frequency of meetings [Sec. 53, Corp Code]
          3.6.2 Requirement of actual meeting
          3.6.3 Date, place, and time
          3.6.4 Notice
          3.6.5 Agenda
          3.6.6 Proxies
          3.6.7 Quorum [Secs. 47 and 52, CorpCode]
          3.6.8 Attendance of directors
          3.6.9 Board meeting quorum, voting rules, and exceptions
          3.6.9 Resolutions [Secs. 74, CorpCode]
          3.6.10 Recording and preparation of the minutes
          3.6.11 Signing and distribution
    3.7 Certifications as to corporate actions
    3.8 Preparation and filing of General Information Sheet with the SEC
    3.9 Consequences of non-filing or late filing of GIS
    3.9 Issuance of shares
    3.10 Issuance of certificate of stock
    3.11 Lost, stolen, or destroyed stock certificate
    3.12 Delinquent shares

4. MANAGING RISKS AS GENERAL COUNSEL

    4.1 General risks
          4.1.1 Deliberate or unintentional omission by client or employer of facts and other information
          4.1.2 Acceptance without inquiry of facts and other information proffered by client or employer
          4.1.3 Failure to anticipate, analyze, and research problem properly
          4.1.5 Failure to provide opinion and other deliverables on time
          4.1.6 Sending a request for opinion to a government agency or entity without first determining probable answer
    4.2 Common corporate law risks
          4.2.1 Non-inclusion of business name(s) and trade name(s) in Articles of Incorporation [SEC Memorandum Circular No. 12 dated December 23, 2008]
          4.2.2 Improper acquisition, disposition, lease, or encumbrance of corporate properties [Sec. 36(7) and Sec. 40, Corporation Code]
          4.2.3 Improper acquisition of own shares [Sec. 41, Corporation Code]
          4.2.4 Improper investment of corporate funds in another corporation or business [Sec. 42, Corporation Code]
          4.2.5 Unauthorized retention of surplus profits [Sec. 43, Corporation Code]
          4.2.6 Improper declaration of dividends [Sec. 43, Corporation Code]
          4.2.7 Unlawful distribution or impairment of capital [Philippine Trust Company vs. Marciano Rivera, G.R. No. L-19761, January 29, 1923; Sec. 122, last paragraph, Corporation Code]


5. MANAGING RISKS AS TRANSACTION COUNSEL

    5.1 Risks in negotiating contracts
          5.1.1 Lack of preparation
          5.1.2 Inexperience
    5.2 Risks in reviewing contracts
          5.2.1 Lack of time and preparation
          5.2.2 Failure to identify source of contract to be reviewed
          5.2.3 Snakes in the grass
          (a) Automatic renewal
          (b) Time is of the essence
          (c) Best efforts
          (d) Sole determination
          (e) Satisfactory
    5.3 Risks in drafting contracts
          5.3.1 Lack of experience
          5.3.2 Failure to consider time element
          5.3.3 Blind copying of an existing contract
          5.3.4 Blind copying of a foreign-sourced contract
          5.3.5 Failure to identify, date, and mark draft
          5.3.6 Failure to define terms properly
          5.3.7 Blind use of boilerplate clauses
          5.3.8 Improving delivery of contract drafting services

6. MANAGING RISKS AS A COVERED PERSONS

    6.1 Lawyers and law firms as covered persons under RA 9160 (2001), otherwise known as the Anti-Money Laundering Act, as amended by RA 9194 (2003), RA 10167 (2012), and RA 10365 (2013)
          6.1.2 Law firms as covered persons
          6.1.3 Lawyers as covered persons; exclusion
          6.2 Duties of law firms and lawyers as covered persons
          6.2.1 Client identification and verification
          6.2.2 Record keeping and retention
          6.2.3 Reporting of covered and suspicious transactions; exclusion
          6.3 Some key money laundering and terrorist financing methods, techniques, schemes and instruments
          6.2.1 Corruption (e.g., bribery) of public and private persons
          6.2.2 Structuring (smurfing)
          6.2.3 Purchase of portable valuable commodities (e.g., gems, precious metals)
          6.2.4 Purchase of valuable assets (e.g., real estate, race horses and vehicles)
          6.2.5 Identity fraud/false identification
          6.2.6 Use of shell companies/corporations
          6.2.7 Use of offshore banks/businesses
          6.2.8 Use of services of gatekeepers (e.g., lawyers, accountants, brokers, etc.)
          6.2.9 Use of nominees, trusts, family members, third parties, etc.

DAY 2
10:00 AM TO 2:30 PM
SECOND LECTURER: ATTY. ADRIAN S. BUSTOS



The Corporate Secretary of a Reporting Company

I. Preliminary Matter -- Coverage

    A. Registered Company
    B. Public Company (SEC Cir 5 S.2005)
    C. Listed Company
    D. Exceptions: 17-EX

II. The Corporate Secretary: Qualifications and Functions

    A. In General

          1. Statutory Provisions
          2. SEC Issuances

    B. Specific Roles vis-a-vis Reporting Companies

          1. Monitoring of corporate actions/Reporting obligations

              a. The Corporate Secretary as Compliance Officer/CIO

                  i. Must be aware of all corporate activities.
                  ii. Advise listed company of disclosure/reporting obligations relative to significant corporate activities.
                  iii. Ensure compliance with disclosure/reporting obligations.

              b. Disclosure/Regular Reporting Obligations

                  i. Who are covered?

                      aa. Listed company
                      bb. Directors and Officers of listed company

                  ii. Events requiring prompt and immediate disclosure by the listed company

                      aa. Under the SRC Rules [SEC Form 17-C]
                            (1) changes in control
                            (2) acquisition/disposition of assets
                            (3) change in certifying accountant
                            (4) resignation/removal/election of directors or officers
                            (5) legal proceedings
                            (6) changes in securities
                            (7) defaults upon senior securities
                            (8) change in fiscal year
                            (9) other events

                      bb. Under the PSE Revised Disclosure Rules
                            (1) changes in control
                            (2) filing of legal proceedings
                            (3) changes in corporate purpose
                            (4) resignation/removal of directors, officers, or senior management
                            (5) decisions to carry out extra-ordinary investments
                            (6) Material Information
                            (7) Clarification of News Reports
                            (8) Websites, Others

                  iii. Periodic Reports

                      aa. Monthly Reports
                            (1) Statement of Changes in beneficial ownership on SEC Form 23-B
                            (2) Monthly Report on number of shareholders
                            (3) Monthly Report on foreign ownership

                      bb. Quarterly Reports
                            (1) Quarterly Financial Report on SEC Form 17-Q
                            (2) Quarterly Submission of List of Top 100 Shareholders

                      cc. Annual Reports
                            (1) Annual Certification on extent of compliance with Manual on Corporate Governance
                            (2) Annual Certification as to attendance of directors in Board meetings
                            (3) Annual Report on SEC Form 17-A
                            (4) General Information Sheet
                            (5) Audited Financial Statements

                  iv. Other Non-Recurring Reports

                      aa. Initial Beneficial Ownership Report on SEC Form 23-A
                      bb. Report of 5% Beneficial Ownership on SEC Form 18-A or 18-AS
                      cc. Information Statement on SEC Form 20-IS
                      dd. Notice of Inability to file Annual or Quarterly Report
                      ee. Submission of list of stockholders entitled to notice and vote at a stockholders' meeting
                      ff. Tender Offer Notice
                      gg. Notice of Exemption (Exempt Securities/Transactions)
                      hh. Dividend Declarations

          2. Monitoring Compliance with other Legal Requirements

              a. Qualifications/Disqualifications of Directors (SRC Rule 38/ Code of Corp Governance)

                  i. Regular Directors
                  ii. Independent Directors

              b. Attendance in Corporate Governance Seminars


This is a limited-seats-only program with pre-registration required.

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SEMINAR FEE PER PERSON: P14,580 (Fee covers Meals, Resource Kit, Certificate of Attendance)

GET AS MUCH AS 15% DISCOUNT! AVAIL OF ANY OR ALL OF THE FOLLOWING:

Less 5% for early registrants (on registrations made on or before April 17, 2018)
Less 5% for early payment (if made on or before May 7, 2018)
Less 5% for group registration (minimum of 3 participants)

REGISTER NOW
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Share |
Download: Flyer - Black&White (.PDF 536kb)
                         Course Outline (.PDF 242kb)