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                    CH6 Early Bird Deadline       CGBP What is MCLE?
   
presents

Thursday & Friday, 18 & 19 APRIL 2013 * 1.5 days - starts at 9am
THE PENINSULA HOTEL, MAKATI 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!
   Avail of Early Bird and
   Group DISCOUNTS


   Seminar Investment is P 12,480
   inclusive of Meals, Resource Kit, &
   Certificate of Attendance

   Contact Person: Camille Jonas
   Manila lines (+632) 556-8968 or 69
   Manila Telefax (+632) 842-7148 or 59
   Cebu lines (+63 32) 512-3106 or 07
   Email: camille@cgbp.org
   Check: http://www.cgbp.org
Lecturer 1: Atty. 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. Jason C. Nalupta is one of the partners of Tan Venturanza Valdez law office. He has extensive experience in corporate housekeeping having handled 13 corporations as corporate secretary and 22 corporations as assistant corporate secretary of local and multinational firms including those listed in the Philippine Stock Exchange. He earned his Juris Doctor degree, as well as his Bachelor of Science degree in Management (major in Legal Management), from the Ateneo de Manila University.

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


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


The Peninsula Manila, Makati City
Thursday, 9:00 am to 5:00 pm, April 18, 2013
Friday, 9:00 am to 1:30 pm, April 19, 2013


Course Outline


1. Scope of “corporate housekeeping”
    The term “corporate housekeeping” refers to the multitude of services that a corporate secretary has to do and that lawyer, law firm, or law department in a corporation regularly performs for a corporate client or a corporate employer. It is very important that board directors and the owners of corporations know and understand this function.

    Generally, these services include the following:

    1.1 Performance of corporate secretarial services;
    1.2 Drafting and review of contracts and other documents in the ordinary course of the corporation’s business such as leases, deeds of sale, etc.
    1.3 Rendering legal advice and opinions on matters related to or connected with the business of the corporation;
    1.4 Representation of the corporation before the Securities and Exchange Commission and other national and local government offices and agencies; and
    1.5 Provision of notarial services

    It may include, particularly in the case of corporate law departments, special corporate projects, tax, intellectual property, and immigration work.

2. Corporate secretarial services

    2.1 The position of Corporate Secretary

          2.1.1 Requirements
                   (a) Statutory qualifications
                   (b) Personal attributes
          2.1.2 Powers, duties, and responsibilities
                   (a) Under the law
                   (b) Under the by-laws
                   (c) Under corporate resolutions

    2.2 Preparing for corporate meetings

          2.2.1 Notices
          2.2.2 Proxies
          2.2.3 Agenda
          2.2.4 When to come
          2.2.5 What to bring
          2.2.6 What to wear
          2.2.7 Where to seat

    2.3 Recording the minutes of meetings

          2.3.1 Actual meetings
          2.3.2 Paper meetings
          2.3.3 Flying resolutions

    2.4 Preparing the minutes of meetings

          2.4.1 Time, place and date
          2.4.2 Attendance
          2.4.3 Presiding and recording officers
          2.4.4 Certification of quorum
          2.4.5 Use of heading
          2.4.6 Resolutions

    2.5 Signing and distributing copies of the minutes
    2.6 Certifications by the Corporate Secretary
    2.7 Compliance with government reportorial requirements
    2.8 Services related to the preparation of the client’s annual audited financial statements

3. Advice and opinions

    3.1 The query
    3.2 The reply
    3.3 The form

4. Drafting and review of contracts

    4.1 General considerations
    4.2 Drafting contracts
    4.3 Reviewing contracts

5. Representation before government offices

6. Notarial services

7. Special corporate projects

    7.1 Equity financing and the problem of dilution

          7.1.1 Stock dividends
          7.1.2 Additional issuance of shares out of the authorized but unsubscribed portion of the capital stock
          7.1.3 Additional paid-in capital

    7.2 Equity restructuring and the elimination of deficits

8. Tax

9. Intellectual property

10. Immigration


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-à-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: P 12,480 (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 March 18, 2013)
Less 5% for early payment (if made on or before April 8, 2013)
Less 5% for group registration (minimum of 3 participants)

REGISTER NOW to avail of Early Bird and Group DISCOUNTS
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Share |
Download: Flyer - Black&White (.PDF 538kb)
                         Course Outline (.PDF 242kb)