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           CGBP                              
presents



TUESDAY, WEDNESDAY & THURSDAY, JULY 5, 6 & 7, 2022
1:30PM TO 4:45PM * via zoom logo


This training 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.
Lecturer 1: Atty. Danny Espejo Bunyi - is a Certified Compliance Officer which he obtained certification from the American Academy of Financial Management. He is a senior partner at Divina Law. His expertise include Corporate, Banking and Finance, Insurance, Trust, and Special Projects with emphasis on regulatory compliance (AMLC, SEC, IC, etc), corporate finance, mergers and acquisitions, corporate housekeeping, financing documentation, cross-border transactions, and trust operations & investments. His previous positions include having been a senior vice president at the Development Bank of the Philippines and corporate secretary in charge of compliance, first vice president and chief compliance officer at Robinsons Bank, and first vice president and head of the Legal Services Group of Robinsons Savings Bank.

Lecturer 2: Atty. Adrian S. Bustos - is a tax and corporate lawyer specializing in corporate tax planning, tax assessments, investments, securities, corporate housekeeping and commercial transactions. He is currently the President of a tax and accounting consultancy firm, the CFO of an IT company delivering business solutions globally, and a consultant to a number of companies and firms. He is likewise a passionate lecturer and resource speaker on tax and corporate law. In his years of legal practice, he has handled numerous companies addressing different legal issues while sitting as corporate secretary or assistant corporate secretary in more than 30 of them, 5 of which are public and/or listed companies. He obtained both his law degree and bachelor's degree in Business Administration from the University of the Philippines.
Who Should Attend:

   • Top Management
   • Board Chairman & Directors
   • Corporate Secretaries &
     Assistant Corporate
     Secretaries
   • Business Leaders & Owners
     who run Corporations
   • Officer of a Corporation
   • Lawyers & CPAs
   • SEC & PSE Compliance
     Officers
   • Business Consultants

This training is accredited by the Securities and Exchange Commission as a corporate governance topic

Limited Slots Only, Pre-Registration Required

*Training investment is inclusive of an e-certificate and a printed learning material

  P 7,880 (when you register and pay
                on or before June 5)
  P 8,880 (when you register and pay
                after June 5)


*Optional:
Add P450 for a printed copy of a certificate of attendance inclusive of delivery charge

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    Contact Person: Kyra Villanueva     Mobile Number (+63 968) 851-2347
    Telefax:      (+632) 8842-7148 or 59
    Email:   kyra.cgbp@yahoo.com
    Check:    www.cgbp.ph



"Every experience with the Center for Global Best Practices is a good learning experience."

                                                                                                                  Eumir Ernesto P. Tiamzon
                                                                                                           Director / Corporate Secretary
                                                                                                       Kablon Farm Foods Corporation



"Speakers are knowledgeable, topics were well explained, and participants were properly assisted by the organizers. Such a great experience."

                                                                                                                  Larra Mae Cordial Mesana
                                                                                                                                     Finance Officer
                                                                                                                     DragonPine Corporation



"A must for those who are interested to start a career in corporate legal work!"

                                                                                                                          Atty. Axel G. Tumulak
                                                                AVP - Legal Affairs, Compliance, Corporate Governance
                                                             Atlas Consolidated Mining and Development Corporation



"The seminar is well worth your time, in terms of lessons learned and experiences shared by the speakers."

                                                                                                              Ma. Editha Lou C. Pacis, MD
                                                                                                                                             Physician
                                                                  Allied Care Experts (ACE) Medical Center-Gensan, Inc.



"I find this seminar very helpful in validating and confirming the practices we are doing in our company as well as learning new things to adapt."

                                                                                                                        Rene Francis P. Batalla
                                                                                                                 Associate General Counsel
                                                                                                       San Miguel Holdings Corporation






BEST PRACTICES IN CORPORATE HOUSEKEEPING

TUESDAY, WEDNESDAY & THURSDAY, JULY 5, 6 & 7, 2022 * 1:30PM TO 4:45PM * via zoom logo

COURSE OUTLINE


Day 1 & 2 - Tuesday & Wednesday, July 5 & 6, 2022


FIRST LECTURER: ATTY. DANNY E. BUNYI


1. OVERVIEW OF LECTURE AND SEMINAR MATERIALS

         1.1 For whom are the lectures?
         1.2 Use of the lecture materials
         1.3 Principal Law to be Considered
         1.4 Entities Covered by the Lecture


2. CORPORATE HOUSEKEEPING AND RISK MANAGEMENT

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


3. MANAGING RISKS AS CORPORATE SECRETARY AND STOCK TRANSFER AGENT

         3.1 Basic qualifications of a corporate secretary (Section 24, Revised Corporation Code of the Philippines)

         3.2 Basic disqualifications of a corporate secretary

         3.3 General responsibilities of a Corporate Secretary
               3.3.1 Impediment to Proper Housekeeping

         3.4 Organization and keeping of Records
               3.4.1 Basic Records
                        • Articles and By-laws file
                        • Minutes Book
                        • Minutes File
                        • Stock and Transfer File
                        • Stock and Transfer Book
               3.4.2 Sections of the Stock and Transfer Book
                        • Journal
                        • Index
                        • Ledger
                        • Individual Installment
               3.4.3 Right Page of Journal (S&T Book)
               3.4.4 Left Page of Journal (S&T Book)
               3.4.5 Sample Ledger Page of Existing Stockholder
               3.4.6 Sample Ledger Page of Former Stockholder
               3.4.7 Individual Installment Page
               3.4.8 Stock and Transfer Book
                        - Risk
               3.4.9 Stock and Transfer Book
                        - Risk
               3.4.10 Stock and Transfer Book
                          - Problem Examples
               3.4.11 Transfer of Shares Needs BIR Clearance

         3.5 Organization and Conduct of Meetings of Stockholders
               3.5.1 Notice of Meeting of Stockholders
               3.5.2 Appointment of a Proxy for a Meeting of the Stockholders
               3.5.3 Requirement of a Quorum in a Meeting of Stockholders
               3.5.4 Attendance in Meetings of the Stockholders Through the Use of Video, Telephone, or Computer Facilities
               3.5.5 Election of Foreign Directors
               3.5.6 Election of Disqualified Directors

         3.6 Organization and Conduct of Board Meetings
               3.6.1 Frequency of meetings [Sec. 52, RCC]
               3.6.2 Actual Board Meeting
               3.6.3 Designation of a Nominee Director
               3.6.4 Disclosure of Nominee Director
               3.6.5 Filling a Vacancy in the Board of Director
               3.6.6 Replacement of Withdrawing Directors
               3.6.7 Attendance of Directors in Meetings of the Board Through the Use of Video, Telephone, or
                        Computer Facilities
               3.6.8 Board Quorum Rule
               3.6.9 Board Quorum Rule
               3.6.10 Exception to the Board Quorum and Voting Rule
               3.6.11 Election of a Director as Corporate Officer
               3.6.12 Sending a Representative to a Meeting of the Board of Directors
               3.6.13 Participation of Corporate Secretary in Discussions During
                          3.6.14 Designation of Independent Director's

         3.7 Qualifications and Election of Officers
               3.7.1 Disqualification of Officer
               3.7.2 Qualification of Officers
               3.7.3 Election of Several Presidents

         3.8 Preparation and Approval of Minutes of Meetings
               3.8.1 Contents of Minutes of Meetings of Stockholders and the Board of Directors
               3.8.2 Preparation of Minutes
               3.8.3 Approval of Minutes
               3.8.4 Alteration of Approved Minutes of Meeting
               3.8.5 Approval of Minutes by Directors Who Participated in the Meeting Through Remote Communication

         3.9 Preparation, Execution, and Delivery of Certificates
               3.9.1 Preparation, Execution, and Delivery of Certifications
                         - Risks
               3.9.2 Issuance of a Secretary’s Certificate
                        Could a Secretary’s Certificate be issued without minutes of the meeting being prepared?
               3.9.3 Issuance of a Replacement Certificate
               3.9.4 Issuance of Certifications by Acting Corporate Secretary
               3.9.5 Authentication of Specimen Signatures of Authorized Signatories of the Corporation

         3.10 Issuance of Shares
               3.10.1 Inadequate Consideration for Shares
               3.10.2 Issuance of Shares for Non-Cash Consideration
                         - Risks

         3.11 Issuance and Cancellation of Stock Certificates
               3.11.1 Issuance of Stock Certificates
                         - Risks
               3.11.2 Cancellation of Stock Certificates

         3.12 Lost, Stolen or Destroyed Stock Certificate
               3.11.2 Issuance of Replacement Certificate

         3.13 Delinquent Shares


4. MANAGING RISKS AS GENERAL COUNSEL

         4.1 General risks
         4.2 Common Corporate Law Risks
               4.2.1 Improper acquisition, disposition, lease, or encumbrance of corporate properties
               4.2.2 Corporate approvals necessary for the acquisition, disposition, lease, or encumbrance of
                         all or substantially all corporate properties
               4.2.3 Improper acquisition of own shares
               4.2.4 Improper investment of corporate funds in any other corporation or business
               4.2.5 Unauthorized retention of surplus profits
               4.2.6 Distribution of corporate fund


5. MANAGING RISKS AS TRANSACTION COUNSEL

         5.1 Risks in negotiating contracts
               5.1.1 Lack of preparation
               5.1.2 Inexperience
         5.2 Preparation for Negotiation
         5.3 Risks in Reviewing Contracts
               5.3.1 Key Considerations in Reviewing Contracts
               5.3.3 Some Snakes in the Grass
                         (a) Automatic renewal
                         (b) Time is of the essence
                         (c) Best efforts
                         (d) Sole determination
                         (e) Satisfactory
               5.3.4 Common Manner of Use of the Term "Satisfactory" in Contracts
               5.3.5 Making the Term "Satisfactory" Less Subjective
         5.4 Risks in Drafting Contracts
               5.4.1 Key Considerations in Drafting a Contract that Works
               5.4.2 Use of a Draft Notice
               5.4.3 Use of a Definition Section for Long Contracts: Sample Definitions
               5.4.4 Use of Boilerplate Clauses
         5.5: Improving Delivery of Contract Drafting Services


6. MANAGING RISKS AS A COVERED PERSON UNDER THE ANTI-MONEY LAUNDERING ACT
      (Republic Act 9160, as amended)

         6.1 Basics of Money Laundering and Terrorist Financing
               6.1.1 Factors Critical to the Success of Money Laundering and Terrorist Financing
               6.1.2 Stages in Money Laundering
               6.1.3 Examples of Placement
               6.1.4 Examples of Layering
         6.2 Lawyers and Firms as Covered Persons
               6.2.1 When Lawyers Are Not Covered Persons
               6.2.3 Duties of Law Firms and Lawyers as Covered Persons
               6.2.4 When Lawyers Are Not Required to Report



Day 3 – Thursday, July 7, 2022


SECOND LECTURER: ATTY. ADRIAN S. BUSTOS


The Corporate Secretary of a Reporting Company
Public Company Registered Issuer or Publicly-Listed Company


I. Covered Companies

         1. Public Company (SEC Cir 5 S.2005)
         2. Registered Issuer
         3. Publicly-Listed Company (PLC)


Applicable Laws or Issuances
Securities Regulation Code & 2015 SRC Rules


         A. SRC Requirement
               - General Rule
                  - SRC 8
               - Exemptions
                  - SRC 9 Exempt Securities
                  - SRC 10 Exempt Transactions
                  - Exemptions from Reporting Obligations

         B. Mandatory Listing in the Exchange
               - Universal Banks
               - Real Estate Investment Trusts
               - Oil Refinery Companies


II. The Corporate Secretary: Qualifications and Functions

Applicable Laws or Issuances
Revised Corporation Code
Code of Corporate Governance for Public Companies and Registered Issuers
& Code of Corporate Governance for Publicly-Listed Companies


Qualifications

         C. In General
               1. Statutory Provisions
               2. SEC Issuances
         D. Duties per Code of Corporate Governance for Public Companies and Registered Issuers
         E. Duties per Code of Corporate Governance for Publicly-Listed Companies (PLC)
         F. CG Code of Recommendations that are worth noting by the Corporate Secretary


III. Compliance Officer

Applicable Laws or Issuances
PSE Disclosure Rules


         G. Duties per Code of Corporate Governance for Public Companies and Registered Issuers
         H. Duties per Code of Corporate Governance for Publicly-Listed Companies (PLC)
          I.  CG Code of Recommendations that are worth noting by the Corporate Secretary


Qualifications

         J. Reports/ Disclosures to SEC/ PSE
               i. Covered Persons
                         - Company
                         - Directors Officers of listed company
                         - Officers
                         - Substancial Shareholders
               ii. Types of Reports
                         - Current Reports/ Disclosures (Unstructured)
                                              - SEC Form 17-C
                                              - PSE Disclosure Rules
                         - Periodic Reports/ Disclosures (Structured)
                                              - Summary of SEC and PSE Reports and Disclosures
                         - Other Non-Recurring Reports/Disclosures
               iii. Compliances with Other Government Agencies
                         - Depending on Industry
                         - Depending on Location
                         - Depending on Additional Qualifications


IV. Risks and Issues



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*Training investment inclusive of an e-certificate and a printed learning material

        P 7,880 (when you register and pay on or before June 5)
        P 8,880 (when you register and pay after June 5)


*Optional: Add P450 for a printed copy of a certificate of attendance inclusive of delivery charge





           CLICK HERE TO ENROLL NOW!
             DOWNLOAD FLYER: Best Practices in Corporate Housekeeping


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2019 Revised Corporation Code

1:30PM to 5:00PM * Friday
March 11, 2022

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