2015 AND 2016 SEC Memorandum Circulars and Financial Reporting Bulletin No. 18 STATUS OF PROPOSED AMENDMENTS TO SRC RULE 68, AS AMENDED

Transcription

1 2015 AND 2016 SEC Memorandum Circulars and Financial Reporting Bulletin No. 18 STATUS OF PROPOSED AMENDMENTS TO SRC RULE 68, AS AMENDED UPDATES FROM SEC OPERATING DEPARTMENTS Common and Pervasive Findings on FS Evaluations Accreditation Issues 1

2 MC No. TITLE/BRIEF DESCRIPTION DATE ISSUED AREA 1 Deadline Extension for Amendment of the Principal Office Address 2 Additional Guidelines on Corporate Governance Training Programs and Lectures January 7, 2015 January 8, 2015 Corporate Registration Corporate Governance 3 Filing of Annual Corporate Governance Report January 14, 2015 Corporate Governance 4 Amendment to Section 3 of SEC Memorandum Circular No. 19, s. of Amendment on the Guidelines and Procedures on the Use of Corporate and Partnership Name 6 Guidelines on the Use of Corporate Names of Corporations with Dissolved and Revoked Certificates of Registration 7 Standards and Rules for Accreditation of Special Accessing Entities to the Credit Information System 8 Amendment on the Guidelines and Procedures on the Use of Corporate and Partnership Names February 13, 2015 May 29, 2015 June 2, 2015 July 10, 2015 July 31, 2015 Anti-Money Laundering Corporate Registration Corporate Registration Credit Information System Corporate Registration 9 Final Extension for Amendment of the Principal Office Address July 2, 2015 Corporate Registration Financial Reporting Bulletin No. 18, Age Requirement for Financial Statements Filing of Annual Financial Statements and General Information Sheet December 22, 2018 January 11, 2016 Financial Reporting Financial Reporting 3 SEC MC NO. 1, Series of Extends the deadline for filing the applications for amendment of the Articles of Incorporation or Articles of Partnership in relation to providing specific principal office address from December 31, 2014 to June 30,

3 SEC MC NO. 2, Series of Guidelines on accreditation of CG speakers/resource persons Additional guidelines for accredited training providers Change of lecturer /speaker Submission of training program at least one month Notification in case of postponement Guidelines for In-house CG Training Seminars Seminars through videoconference 5 SEC MC NO. 3, Series of Filing of Annual CG Report of newly listed companies with the Philippine Stock Exchange Company listed from January 1 to May 30 - First filing of ACGR May 30 of the following year Company listed from May 30 to December 31 - First filing of ACGR May 30 two years thereafter 6 3

4 SEC MC NO. 4, Series of Amended the due dates for the submission of the Anti-Money Laundering Compliance Form by covered Financing and Lending Companies June 1, 2015 for covered institutions and three years thereafter 7 SEC MC NO. 5, Series of use of words/phrases as part of corporate name Investment - can only be used by investment house or investment company Capital can only be used by investment house, investment company or holding company 8 4

5 SEC MC NO. 6, Series of Guidelines on the use of corporate/partnership names with dissolved and revoked Certificates of Registration Names shall not be used unless in meritorious cases as determined by the Commission Only expired corporation may apply for re-registration using the same corporate name 9 SEC MC NO. 7, Series of Accreditation by Credit Information Corporation of Special Accessing Entities to the Credit Information System Special Accessing Entity corporation engaged primarily in credit bureau business (providing credit reports, ratings and similar credit information products and services) Qualifications Establish experience and capability to operate Adopt and implement up-to-date, relevant and appropriate technology Good governance Competent, educated and highly- experienced officers/key personnel and staff Feasibility and commercial soundness of plans Minimum paid up capital of P60M 10 5

6 SEC MC NO. 8, Series of Another amendment to the Guidelines and Procedures on the Use of Corporate and Partnership Names Corporate name of non-stock, non-profit corporations including NGOs and foundations engaging in microfinance activities shall use the word Microfinance or Microfinancing but shall state in the purpose clause of their Articles of Incorporation that they shall conduct microfinance operations pursuant to RA 8425 or Social Reform and Poverty Alleviation Act. 11 SEC MC NO. 9, Series of Final extension for amendment of the principal office address to December 31, 2015 Non-compliance now subject to penalty 12 6

7 FINANCIAL REPORTING BULLETIN NO. 18 Extend the age requirement of financial statements for filers of Registration Statement from 135 days to 180 days 13 SEC MC NO.1, Series of Filing of Annual Financial Statements 14 7

8 Applicable to all corporations with fiscal year end December 31, 2015 and will be filing their AFS at the following SEC Offices: SEC Head Office at Mandaluyong City SEC Davao Extension Office SEC Cebu Extension Office SEC Iloilo Extension Office SEC Baguio Extension Office SEC Satellite Offices at Ali Mall (Cubao), SM Manila, SM North EDSA, Robinson s Galleria ) Schedule Filing Last Numerical Digit of Corporate Registration April 18 to 22 1, 2 April 25 to 29 3, 4 May 2 to 6 5, 6 May 10 to 13 7, 8 May 16 to 20 9, 0 STATUS OF THE PROPOSED AMENDMENTS TO SRC RULE 68, AS AMENDED 16 8

9 UPDATES FROM OTHER SEC OPERATING DEPARTMENTS 17 Markets and Securities Regulation Department Additional requirements for filing of Registration Statements Tax Compliance Certificate Disclosure of all pending litigations Joint Certification of the Issuer and Underwriter that any change or revision introduced in the Registration Statement are made know to each other. Enforcement and Investor Protection Department Advisories on Investments Scams Filing of Criminal Cases 18 9

10 Corporate Governance and Finance Department Launching of the Philippine Corporate Governance Blueprint 2015 Company Registration and Monitoring Department Roll out of the Integrated Business Registry System Ease in Doing Business ; social agencies registration in a single step Opening of SEC Satellite Offices in Robinson s Galleria, SM North EDSA; Soon to be opened Cebu, Alabang 19 10

11 Know the CLASSIFICATION of the corporation (Large, PAE, SME or Micro) Adopt the APPROPRIATE FINANCIAL REPORTING FRAMEWORK and the PRESCRIBED POLICIES under such framework Check whether ALL THE APPLICABLE COMPONENTS of the financial statements as required under SRC Rule 68 are provided, are complete and duly signed by proper signatories Examine whether all the required DISCLOSURES are provided in the financial statements 11

12 Verify compliance with the provisions of the CORPORATION CODE on capital stock and retained earnings Verify whether or not the company is a SECONDARY LICENSEE that must comply with special requirements under the law (capital, operations, restrictions) and whether or not it complies thereof Adopt and implement QUALITY CONTROL PROCEDURES before approval, certification and submission of the financial statements TIMELY SUBMIT the financial statements in accordance with the schedule Thank you.. 12