SECURITIES AND EXCHANGE Click to edit Master subtitle style COMMISSION

5/13/12

To protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation.

Komisyon sa mga Panagot at Palitan Commonly known as SEC

An agency within the Philippine Department of Finance

A Philippine state commission responsible for securities laws and regulating the securities industry

Handles the registration, licensing, regulation and supervision of all corporations and partnerships organized in the Philippines, including foreign corporations licensed to engage in business, or to establish branch offices in the country, regional or area headquarters, and representative offices.

5/13/12

has its full focus on Capital Markets Development

strives to protect investors by ensuring that the securities markets are honest and fair

also regulates the operation of the Philippine Stock Exchange

oversees the key participants in the securities world, including securities exchanges, securities brokers and dealers, investment advisors, and mutual funds

enforcement authority

5/13/12

MISSION
To strengthen the corporate and capital market infrastructure of the Philippines, and to maintain a regulatory system, based on international best standards and practices, that promotes the interests of investors in a free, fair and competitive business environment.

5/13/12

INTEGRITY

VALUES

- To be morally upright, honest and sincere in their private and public lives.

PROFESSIONALISM

-consistently implement the law, provide timely and accurate information to investors, and render efficient and competent service to the public.

ACCOUNTABILITY

service.

-abide by prescribed ethical and work standards in government

INDEPENDENCE

-act without fear or favor, and render sound judgment in the performance of their duties and responsibilities. 5/13/12

VISION

By December 31, 2009, The Securities and Exchange Commission shall have laid down the policies and procedures that will encourage Philippine business enterprises to be conscious of and responsive to their corporate social responsibility to their employees, community stakeholders and our country.

By December 31, 2010, The Securities and Exchange Commission shall have the appropriate arrangements with its counterpart in the ASEAN countries, individually or collectively, for the formulation and implementation of uniform rules on sharing of information, good corporate governance, and cross-border enforcement of capital market regulations. 5/13/12

HISTORICAL BACKGROUND
The SEC was established on 26 Oct 1936 by virtue of the Commonwealth Act No. 83 or the Securities Act. Its establishment was prompted by the need to safeguard public interest in view of local stock market boom at that time. Operations began on 11 Nov 1936 under the leadership of Commissioner Ricardo Nepomuceno. Its major functions included registration of securities, analysis of every registered security, evaluation of the financial condition and operations of applicants for security issue, screening of applications for broker's or dealer's license and supervision of 5/13/12

The agency was abolished during the Japanese occupation and was replaced with the Philippine Executive Commission. It was reactivated in 1947 With the restoration of the Commonwealth Government. Due to the changes in the business environment under Pres. Ferdinand Marcos, the agency was In 1981, the Commission was as a collegial reorganized on 29 Sept 1975 expanded to include two 3(2) additional commissioners and body with commissioners and was given two (2) departments,underfor prosecution and quasi-judicial powers one PD902-A. enforcement and the other for supervision and monitoring. Then on 01 December 2000, the SEC was reorganized as mandated by R. A. 8799 also known as the Securities Regulation Code.
5/13/12

OFFICE OF THE GENERAL ACCOUNTANT

1.

2.

3.

Leads the establishment of international accounting standards to support the transparency of the Philippine capital market. Works closely with the Accounting Standard Council (ASC), the Philippine Institute of Certified Public Accountants (PICPA), the Acturial society of the Philippines (ASP), any SROs and with the industry associations to develop accounting standards for the Philippines and its capital market. Provides technical support to 5/13/12 the

Asst. Dir. Ma. Gracia F. Casals-Diaz, O.I.C.

CAPITAL MARKETS
MARKET REGULATION DEPARTMENT CORPORATION FINANCE DEPARTMENT NONTRADITIONAL SECURITIES AND INSTRUMENTS Director : DEPARTMENT

Director : Asst. Dir. Divisions: Graciano P. Exhange Division Felizmenio, Brokers/Dealers Division Jr., O.I.C. Investment Houses
1. 2. 3.

Director : Atty. Justina Divisions: F. Callangan Financing

1. 2.

Division

3.

Companies Division Mutual Funds Division Securities Registration Division

Divisions: Director Jose Registration And P. Aquino Licensing Div

1. 2. 3.

Actuarial Review Division Monitoring and Audit Division

5/13/12

CAPITAL MARKETS
MARKET REGULATION DEPARTMENT CORPORATION FINANCE DEPARTMENT NONTRADITIONAL SECURITIES AND INSTRUMENTS Director : DEPARTMENT

Director : Asst. Dir. Divisions: Graciano P. Exhange Division Felizmenio, Brokers/Dealers Division Jr., O.I.C. Investment Houses
1. 2. 3.

Director : Atty. Justina Divisions: F. Callangan General Services

1. 2. 3.

Division

4.

Personnel Training and Development Central Receiving and Records

Divisions: Director Jose General Services P. Aquino Personnel

1. 2. 3. 4.

Training and Development Central Receiving and Records

5/13/12

CAPITAL MARKETS
CORPORATION MARKET FINANCE REGULATION DEPARTMENT
Responsible for authorizing new securities issued by Philippine Responsible for developing information is available enterprises and assuring adequate the licensing criteria forabout all market participants, securities traded in public markets. It licensing that investors will assure market participants to ensure their compliance with have access to full and fair disclosure regarding an issuer, issuer licensing securities and the guidelines and referring suspected being transactions in which such securities are licensing infractions to the Enforcement issued.

Department.

5/13/12

CAPITAL MARKETS
NONCORPORATION TRADITIONAL FINANCE SECURITIES DEPARTMENT AND INSTRUMENTS DEPARTMENT Responsible for authorizing new securities issued by Philippine
enterprises and assuring adequate information is available about securities traded in public markets. It will assure that investors have access to full and fair disclosure regarding an issuer, issuer securities and the transactions in which such securities are being issued. Responsible for overseeing non-traditional securities and instruments, including pre-need companies operating in the Philippine capital market. This Department will be responsible for licensing, ensuring compliance with licensing regulations.
5/13/12

COMPANY REGISTRATION
COMPANY REGISTRATION AND MONITORING DEPARTMENT Director: Atty. Benito A. Cataran

Corporate & Partnership Asst. Dir. : Atty. Registration Division Ferdinand B. Sales Law and Regulation Division Asst. Dir.:Rosalina T. Tesorio Financial Analysis & Audit Division Asst. Dir. : Asst. Dir. Yolanda L. Tapales Corporate Filings and Records Division Asst. Dir.:Atty. Gerardo F. Del Rosario

5/13/12

COMPANY REGISTRATION
COMPANY REGISTRATION AND MONITORING DEPARTMENT
Responsibilities under the Corporation Code and complementary laws involving domestic and foreign corporations and partnerships: 1. registration of domestic corporations and partnerships 2. grants and revokes licenses for foreign corporations doing business in the Philippines under the Foreign Investments Act of 1991 3. grants and revokes licenses for multinational companies establishing regional headquarters in the Philippines under the Omnibus Investment Code of 1987 4. renders opinions on legal matters affecting corporations and partnerships 5. undertakes special studies on corporate problems submitted to the Commission by the public and government 5/13/12 agencies and instrumentalities conducts examinations and investigations to

OFFICE OF THE GENERAL COUNSEL

1.

2.

3.

4.

5. 6.

Provides expert legal counsel to the Commission. Responsible for general, nonEnforcement litigation, and for all appellant litigation. Assists in the preparation of the Commissions legislative agenda. Reviews and comments upon proposed legislation that would affect the securities industry and the Commissions powers and functions. Commissions liaison with Congress. 5/13/12 Ensures that the rulings developed at

Atty. Vernette UmaliPaco

ENFORCEMENT
COMPLIANCE & ENFORCEMENT DEPARTMENT Director: Atty. Hubert B. Guevara

Evaluation and Protection Atty. Ma. Eloisa R. Gan Inspection and Surveillance Division Asst. Dir.:Ma. Elmira A. Alconaba Complaints and Investigation Division Asst. Dir.:Ma. Elmira A. Alconaba

5/13/12

ENFORCEMENT
COMPLIANCE & ENFORCEMENT DEPARTMENT Responsible for ensuring the compliance of all market participants with Philippine regulations and governing legislation. The Enforcement Department shall establish/conduct processes for investigating potential legal infractions and taking action against market participants, issuers and individuals that breach the Securities Act of 2000 and SEC regulations.

5/13/12

SUPPORT SERVICES
HUMAN RESOURCE AND ADMINISTRAT IVE DEPARTMENT Director ECONOMIC RESEARCH AND INFORMATIO N DEPARTMENT Director FINANCIAL MANAGEMEN T DEPARTMENT

: Marilyn P. Divisions: General Services Lim Personnel

1. 2. 3. 4.

Training and Development Central Receiving and Records

: Virgilio V. Divisions: Corporate Salentes Planning

1. 2.

3.

Investor Information Assistance & Publications Management Information

Director : Adelaida C. Divisions: NavarroBudget and Banaria Fiscal Division

1. 2. 3.

Accounting Division Treasury Division

5/13/12

SUPPORT SERVICES
HUMAN RESOURCE AND ADMINISTRATI VE DEPARTMENT Director ECONOMIC RESEARCH AND INFORMATIO N Director : DEPARTMENT Virgilio V.
Salentes
Divisions: 1. Corporate Planning 2. Investor Information Assistance & Publications 3. Management Information System

: Marilyn P. Divisions: General Services Lim Personnel

1. 2. 3. 4.

Training and Development Central Receiving and Records

Director : Adelaida C. Divisions: NavarroBudget and Banaria Fiscal Division

1. 2. 3.

FINANCIAL MANAGEMEN T DEPARTMENT

Accounting Division Treasury Division

5/13/12

SUPPORT SERVICES
HUMAN RESOURCE AND ADMINISTRATI VE DEPARTMENT Oversees all human resource

1. and administrative support functions for the SEC, including equipment, supplies, mail, and facility security. 2. Oversees all activities related to employment policies and practices. Ensures SEC compliance with all Philippine labor laws. Interacts with 5/13/12

SUPPORT SERVICES
ECONOMIC RESEARCH AND INFORMATIO N DEPARTMENT as technical lead

1. Serves for the Commission re software/hardware procurement and maintenance, application programs development and maintenance, and establishment and maintenance of network-based communication system. 2. Handles public affairs and public 5/13/12

SUPPORT SERVICES
FINANCIAL MANAGEMEN T DEPARTMENT

1. Provides services for budget/fiscal/accounting and treasury functions

5/13/12

5/13/12

Click to edit Master subtitle style

The 4 Core Functions of the Commission

The 4 Core Functions of the Commission

5/13/12

Capital Market Development and Regulation

-Regulation and licensing of nonbank financial institutions, market participants and traditional and nontraditional securities
Company

Registration and Monitoring

Registration of domestic and foreign corporations, partnerships, and associations and monitoring of

5/13/12

4 Core Functions (cont)

Enforcement

Protection of investors through timely and speedy enforcement of all pertinent laws, rules, regulations and policies administered by the commission.
Support

Services

Provision of necessary services for human resource development,

5/13/12

Powers and Click to edit MasterFunctions subtitle style

5/13/12

Powers and Functions

The

Commission shall have the powers and functions provided by the Securities Regulation Code, Presidential Decree No. 902-A, as amended, the Corporation Code, the Investment Houses Law, the Financing Company Act, and other existing laws.

5/13/12

Powers and Functions (cont)

Have jurisdiction and supervision over all corporations, partnerships or associations who are the grantees of primary franchises and/or a license or permit issued by the Government; policies and recommendations on issues concerning the securities market, advise Congress and other government agencies on all aspects of the securities market and propose legislation and amendments thereto;

Formulate

5/13/12

Powers and Functions (cont)

Approve, reject, suspend, revoke or require amendments to registration statements, and registration and licensing applications; Regulate, investigate or supervise the activities of persons to ensure compliance; Supervise, monitor, suspend or take over the activities of exchanges, clearing agencies and other SROs;

5/13/12

Powers and Functions (cont)

Prepare, approve, amend or repeal rules, regulations and orders, and issue opinions and provide guidance on and supervise compliance with such rules, regulations and orders; Enlist the aid and support of and/or deputize any and all enforcement agencies of the Government, civil or military as well as any private institution, corporation, firm, association or person in the implementation of its powers and functions under this Code;

5/13/12

Powers and Functions (cont)

Issue cease and desist orders to prevent fraud or injury to the investing public; Punish for contempt of the Commission, both direct and indirect, in accordance with the pertinent provisions of and penalties prescribed by the Rules of Court; Compel the officers of any registered corporation or association to call meetings of stockholders or members thereof under its

5/13/12

Powers and Functions (cont)

Issue

subpoena duces tecum and summon witnesses to appear in any proceedings of the Commission and in appropriate cases, order the examination, search and seizure of all documents, papers, files and records, tax returns, and books of accounts of any entity or person under investigation as may be necessary for the proper disposition of the cases before it, subject to the provisions of existing laws;

5/13/12

Powers and Functions (cont)

Exercise such other powers as may be provided by law as well as those which may be implied from, or which are necessary or incidental to the carrying out of, the express powers granted the Commission to achieve the objectives and purposes of these laws.

5/13/12

Activities of the SEC

1.

Promulgation of rules and guidelines on corporate governance

enhance economic value for shareholders, improve investor confidence, and attract additional capital

Code of Corporate Governance

2.

Development of rules

5/13/12

3.

Supervision of the demutualization of the Philippine Stock Exchange and the mandated divestment of the brokers ownership of the exchange Conduct of investigative and enforcement actions leading to the closure of corporations engaged in pseudo-investment schemes and fraudulent securities transactions Implementation of the Anti-Money

4.

5.

5/13/12
7.

Implementation of mission-critical ICT systems as identified in the commissions updated information Strategic Systems Plan (ISSP 2001-2005), consistent with the E-Commerce Act

8.

Implementation

of

reforms

under

the

Public

Expenditure Management Program of the National Economic and Development Authority (NEDA) and the Department of Budget and Management (DBM)

enhance practices

capability

in

securities with

regulation

and best

enforcement,

consistent

international

5/13/12

LAWS BEING IMPLEMENTED BY THE SEC

Click to edit Master subtitle style

5/13/12

Commonwealth Act No. 83

"Securities Act." act to regulate the sale of securities, to create a Securities and Exchange Commission to enforce the provisions of the same, and to appropriate funds therefore. on October 26, 1936.

An

Approved

5/13/12

Republic Act No. 8799 The Securities Regulation Code

Section

2. The State shall establish a socially conscious, free market that regulates itself, encourage the widest participation of ownership in enterprises, enhance the democratization of wealth, promote the development of the capital market, protect investors, ensure full and fair disclosure about securities, minimize if not totally eliminate insider trading and other fraudulent or manipulative devices and practices which create distortions in the free market.

5/13/12

Batas Pambansa Blg. 68

The Corporation Code of the Philippines
Deals

with the description, classification, formation, and operations of a corporation. 2. Corporation defined. - A corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence.

Sec.

Republic Act 2629 Investment Company Act

Deals

5/13/12

with the description, classification, formation, and operations of an investment company Presidential Decree 129 Investment Houses Law Section 2. Any enterprise which engages in the underwriting of securities of other corporations shall be considered an "Investment House" and shall be subject to Republic Act 9267 the provisions of this Decree and of other The Securitization Act of pertinent laws. 2004 providing the regulatory An act framework for securitization and granting for the purpose exemptions from the

5/13/12

Foreign Investments Act

Republic Act No. 7042

Section 2. Declaration of Policy. - It is the policy of the State to attract, promote and welcome productive investments from foreign individuals, partnerships, corporations, and governments, including their political subdivisions, in activities which significantly contribute to national industrialization and socioeconomic development to the extent that foreign investment is allowed in such activity by the Constitution and relevant laws. Approved: June 13, 1991

5/13/12

Republic Act 9474 Lending Company Regulation Act of 2007

Sec.

2. - It is hereby declared the policy of the State to regulate the establishment of lending companies and to place their operation on a sound, efficient and stable condition to derive the optimum advantages from them as an additional source of credit; to prevent and mitigate, as far as practicable, practices prejudicial to public interest; and to lay down the minimum requirements and standards under which they may be established and do business. May 22, 2007

Approved:

5/13/12

Republic Act 9505

Personal Equity and Retirement Account Act of 2008
SEC.

2. - It is declared the policy of the State to promote capital market development and savings mobilization by establishing a legal and regulatory framework of retirement plans for persons, comprised of voluntary personal savings and investments.

5/13/12

Republic Act 9510 Credit Information System Act

Approved: Section

October 31, 2008

2. - The State recognizes the need to establish a comprehensive and centralized credit information system for the collection and dissemination of fair and accurate information relevant to, or arising from, credit and credit-related activities of all entities participating in the financial system.