A proxy is a formal authority given by a stockholder empowering another to exercise

his right to vote. It is a special form of agency, and a proxy holder is in the eye of the
law an agent and as such a fiduciary. The Corporation Code of the Philippines
recognizes voting by proxy in all meetings of stockholders.

REPUBLIC ACT NO. 11232 REVISED CORPORATION CODE

SEC. 49 (LAST PARAGRAPH) The right to vote of stockholders or members
may be exercised in person, through a proxy, or when so authorized in the
bylaws, through remote communication or in absentia. The Commission shall
issue the rules and regulations governing participation and voting through remote
communication or in absentia, taking into account the company’s scale, number of
shareholders or members, structure, and other factors consistent with the protection
and promotion of shareholders’ or member’s meetings.

SECTION 57. Manner of Voting; Proxies.— Stockholders and members may vote in
person or by proxy in all meetings of stockholders or members.

When so authorized in the bylaws or by a majority of the board of directors, the

stockholders or members of corporations may also vote through remote communication
or in absentia : Provided, That the votes are received before the corporation finishes
the tally of votes.

A stockholder or member who participates through remote communication or in

absentia shall be deemed present for purposes of quorum.

The corporation shall establish the appropriate requirements and procedures for
voting through remote communication and in absentia taking into account the
company’s scale, number of shareholders or members, structure and other factors
consistent with the basic right of corporate suffrage.

Proxies shall be in writing, signed and filed, by the stockholder or member,

in any form authorized in the bylaws and received by the corporate secretary
within a reasonable time before the scheduled meeting. Unless otherwise
provided in the proxy form, it shall be valid only for the meeting for which it
is intended. No proxy shall be valid and effective for a period longer than five
(5) years at any one time.
 SEC. 46. Contents of Bylaws. – A private corporation may provide the following in its
bylaws: (a) The time, place and manner of calling and conducting regular or special
meetings of the directors or trustees; (b) The time and manner of calling and
conducting regular or special meetings and mode of notifying the stockholders or
members thereof; (c) The required quorum in meetings of stockholders or members
and the manner of voting therein; (d) The modes by which a stockholder, member,
director, or trustee may attend meetings and cast their votes; (e) The form for
proxies of stockholders and members and the manner of voting them; (f) The
directors’ or trustees’ qualifications, duties and responsibilities, the guidelines for setting
the compensation of directors or trustees and officers, and the maximum number of
other board representations that an independent director or trustee may have which
shall, in no case, be more than the number prescribed by the Commission; (g) The time
for holding the annual election of directors or trustees and the mode or manner of
giving notice thereof; (h) The manner of election or appointment and the term of office
of all officers other than directors or trustees; (i) The penalties for violation of the
bylaws; (j) In the case of stock corporations, the manner of issuing stock certificates;
and (k) Such other matters as may be necessary for the proper or convenient
transaction of its corporate affairs for the promotion of good governance and anti-graft
and corruption measures.

G.R. No. 183905 April 16, 2009 GOVERNMENT SERVICE, INSURANCE

SYSTEM,
vs.THE HON. COURT OF APPEALS, (8TH DIVISION), ANTHONY V. ROSETE, et
al

The right of a stockholder to vote by proxy is generally established by the

Corporation Code, but it is the SRC which specifically regulates the form and use of
proxies, more particularly the procedure of proxy solicitation, primarily through Section
20.AIRR-SRC Rule 20 defines the terms solicit and solicitation:

The terms solicit and solicitation include:

A. any request for a proxy whether or not accompanied by or included in a form

of proxy

B. any request to execute or not to execute, or to revoke, a proxy; or

 C. the furnishing of a form of proxy or other communication to security holders
under circumstance reasonably calculated to result in the procurement,
withholding or revocation of a proxy.

It is plain that proxy solicitation is a procedure that antecedes proxy validation. The
former involves the securing and submission of proxies, while the latter concerns the
validation of such secured and submitted proxies. GSIS raises the sensible point that
there was no election yet at the time it filed its petition with the SEC, hence no proper
election contest or controversy yet over which the regular courts may have jurisdiction.
And the point ties its cause of action to alleged irregularities in the proxy solicitation
procedure, a process that precedes either the validation of proxies or the annual
meeting itself.

Shares of stock in corporations may be divided into voting shares and non-
voting shares, which are generally issued as "preferred" or "redeemable"
shares. Voting rights are exercised during regular or special meetings of
stockholders; regular meetings to be held annually on a fixed date, while
special meetings may be held at any time necessary or as provided in the by-
laws, upon due notice. The Corporation Code provides for a whole range of
matters which can be voted upon by stockholders, including a limited set on
which even non-voting stockholders are entitled to vote on. On any of these
matters which may be voted upon by stockholders, the proxy device is
generally available.

REPUBLIC ACT NO. 8799

THE SECURITIES REGULATION CODE

Section 20. Proxy solicitations. - 20.1. Proxies must be issued and proxy solicitation
must be made in accordance with rules and regulations to be issued by the
Commission;

20.2. Proxies must be in writing, signed by the stockholder or his duly authorized
representative and file before the scheduled meeting with the corporate secretary.

20.3. Unless otherwise provided in the proxy, it shall be valid only for the meeting for
which it is intended. No proxy shall be valid only for the meting for which it is intended.
No proxy shall be valid and effective for a period longer than five (5) years at one time.

20.4. No broker or dealer shall give any proxy, consent or any authorization, in respect
of any security carried for the account of the customer, to a person other than the
customer, without written authorization of such customer.

20.5. A broker or dealer who holds or acquire the proxy for at least ten percent (10%)
or such percentage as the commission may prescribe of the outstanding share of such
issuer, shall submit a report identifying the beneficial owner of ten days after such
acquisition, for its own account or customer, to the issuer of security, to the exchange
where the security is traded and to the Commission.