Best Practices in Corporate Housekeeping

SEC MCLE

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

P 7,880.00 / person - when you register and pay on or before May 5

P 8,880.00 / person - Regular Rate

*Optional:

a) Add P450 for a printed copy of a certificate of attendance inclusive of delivery charge

b) Add P300 for MCLE Activity Fee for LAWYERS who want to earn MCLE credit units from this training.

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

WEDNESDAY, THURSDAY & FRIDAY, JUNE 5, 6 & 7, 2024 * 9:00AM TO 12:00NN VIA ZOOM

Course Description

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.

Course Director & Lecturer

Atty Danny Espejo Bunyi

He 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.

Atty. Adrian Francis S. Bustos

He is a lawyer specializing in tax, corporate, investments, securities, and commercial transactions. He is the Managing Director of a tax, accounting and corporate consultancy firm providing services such as bookkeeping and payroll, tax filing and compliance, BIR audits and assessments, tax planning and advisory, corporate housekeeping, business registrations, and investment structuring.

His other positions include: Senior Legal Advisor of an investment and transaction advisory firm for infrastructure projects; Special Counsel at a full-service law firm; Legal Counsel of a fintech company; Director for Legal of an IT company in the field of broadcast and telecommunications; and Finance Head of a manpower company operating and deploying human resources nationwide.

In his decade of legal practice, he has handled various 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 his business degree from the UP College of Business Administration, where he was previously a faculty member teaching taxation, and his law degree from the UP College of Law, where he is presently a faculty member teaching taxation among others.

Who Should Attend?

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

Course Outline

Day 1 & 2 - Wednesday & Thursday, June 5 & 6, 2024

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 [Section 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 – Friday, June 7, 2024

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

II. 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

Attendees from the government are exempted from the P2,000.00 limit set by COA for attending training provided by the private sector based on Department of Budget and Management Circular No. 563 dated April 22, 2016.

Attending this training is not covered by Philippine Procurement Law or RA 9184 based on its Revised IRR’s Section 4.5-b. which classifies training continuing education, conferences and similar activities as "non-procurement activities that shall be governed by applicable COA, CSC, and DBM rules".

WHAT ALUMNI ARE SAYING

"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

"The seminar is very informative, easy to comprehend even by non-lawyers like me who is in corporate legal compliance team of a publicly-listed company. Thank you very much!"

April Rose V. Luario
Corporate Legal Officer
Max's Group, Inc.

"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 Mesan
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

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Course Director & Lecturer

Atty Danny Espejo Bunyi

Atty. Adrian Francis S. Bustos

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