- *i
SEVENTEENTH CONGRESS OF THE 
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REPUBLIC OF THE PHILIPPINES 
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Second Regular Session 
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'•'•s
u( I'l ■ ■
S E N A T E
Senate Bill No. 1595
•17 
SEP 26
KeCc. ... j i
Introduced by Senator Francis G. Escudero
AN ACT AMENDING REPUBLIC ACT NO. 8799 (R.A. 8799), 
OTHERWISE KNOWN AS THE SECURITIES REGULATION CODE
EXPLANATORY NOTE
The Securities Regulation Code was enacted in 2000 to serve as the enabling charter of 
the Securities and Exchange Commission (SEC) providing for its organization, powers and 
functions. Further, the SRC states the mandate of the SEC to promote the development of the 
capital market, protect investors and maintain market integrity and provides for the 
regulations applicable to publicly-listed and public corporations.
Being the primary agency specifically tasked to regulate and supervise the capital 
market, the SEC has the duty to ensure that the rules and regulations affecting securities 
transactions are pertinent and current, aligned with international best practices and with 
principles espoused by international regulatory bodies.
One such regulatory body recognized worldwide, which sets the international 
standards for market and securities regulations is the International Organization of Securities 
Commission (IOSCO). 
With 217 members comprised of securities regulators and other 
affiliate institutions from different parts of the world, the IOSCO has built a global 
community which seeks to foster close coordination and cooperation between regulators and 
stakeholders of the capital market as well as improve regulatory and industry practices for 
more transparency and investor protection in the financial market.
In response to the increasing international activity in the securities and derivatives 
markets, and the corresponding need for mutual cooperation and consultation among 
securities regulators to ensure compliance with, and enforcement of, their securities and 
derivatives laws and regulations, the IOSCO developed the Multilateral Memorandum of 
Understanding (MMOU) in 2002. The MMOU established the international benchmark for 
cross-border cooperation and has provided securities regulators with the tools for combating 
cross-border fraud and misconduct that can weaken global markets and undermine investor 
confidence.
Recognizing the importance of cooperation and information-sharing among securities 
regulators, the Philippines applied to become an IOSCO MMoU signatory in 2003 and 2014. 
Unfortunately, in both instances, the applications were not accepted as the Philippines is 
deemed unable to comply with all the provisions of the MMoU concerning the inability of the 
SEC to directly obtain information on bank records and deposits and disclose that 
information to foreign securities regulators.


In this regard, the proposed legislation grants the SEC direct access to bank 
records/information only in the conduct of a formal investigation on securities violations or 
pursuant to a request from a foreign securities regulator as an exception to R.A. 1405, "The 
Law on the Secrecy of Bank Deposits". 
The proposed amendments further include 
limitations on the use of the information obtained and/or shared with the foreign 
counterpart.
The passage of the proposed legislation will not only allow the SEC to more effectively 
exercise its operational mandate of protecting investors, increasing investor confidence, and 
maintaining the integrity of the country's securities and derivatives market, it will also enable 
the Philippines to sign the IOSCO MMoU. This, in turn, will lead to the inclusion of the 
Philippines in regional initiatives facilitating cross-border trading of financial products such 
as the Asia Region Funds Passport (ARFP) and the ASEAN CIS (Collective Investment 
Scheme) which require members to be a signatory to the IOSCO MMoU.
Without the proposed amendments, the Philippines will be subject to international 
counter-measures (i.e. limitation/prohibition of overseas financial flows; loss of 
correspondentships with foreign banks), perceived as a non-cooperative jurisdiction and a 
haven for illegal financial activities, and be ineligible for loan grants and technical assistance 
from international organizations.
Other amendments in the proposed legislation are aimed at reinforcing the investor 
protection functions of the Commission, in response to the proliferation of domestic as well 
as cross-border investment scams, with a view of providing remedies for the return of gains 
from illegal financial transactions to the victims.
Lastly, the proposed legislation also includes provisions for the improved internal 
organization of the SEC that will bolster integrity, efficiency and accountability in rendering 
services to the public.
With the foregoing backdrop and objectives in mind, the urgency of the amendments 
becomes apparent. It is hoped that these amendments will be given priority status.
FRANCIS G. ESCUDERO


0
SEVENTEENTH CONGRESS OE THE 
REPUBLIC OF THE PHILIPPINES 
Second Regular Session
)
'Of r f ^ . * •«' • 
• *. I i
SENATE
Senate Bill No. 1595
*17 
SEP 26 
P2 -44
RECLiV.
Introduced by Senator Francis G. Escudero
AN ACT AMENDING REPUBLIC ACT NO. 8799 (R.A. 8799),
OTHERWISE KNOWN AS THE SECURITIES REGULATION CODE
Be it enacted Inj the Senate and House of Representatives of the Philippines in Congress 
assembled:
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SECTION 1. Section 2 of the Code is hereby amended to read as follows:
"Sec. 2. Declaration of State Policy. - 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 AND COMPETITIVENESS 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.
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XXX
SECTION 2. Section 3 of the Code is hereby amended to read as follows:
"Sec. 3. Definition of Terms. - 3.1. "Securities" are shares[,] OR participation or 
interests in a corporation [or in a], commercial enterprise[,] or profit-making 
venture [and]; OR ISSUANCES evidenced by a certificate, contract, instrument, 
whether written or electronic in character. It includes:
(a) Shares of stock, bonds, debentures, notes, AND OTHER evidence[s] of 
indebtedness[, asset-backed securities];
(b) Investment contracts, certificates of interest or participation in a profit 
sharing agreement[, certificates of deposit for a future subscription];
[(c) Fractional undivided interests in oil, gas or other mineral rights;]
[(d)] (C) Derivatives like optionS, ASSET-BACKED SECURITIES and 
warrants;


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[(e)] (D) Certificates of assignment[s], certificates of participation, trust 
certificates, [voting trust certificates] or similar instruments;
[(f)] (E) Proprietary or nonproprietary membership certificates in 
corporations; and
[(g)] (F) Other instruments as may in the future be determined by the 
Commission.
XXX
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3.3. 
"Broker" is a person engaged in the business of [buying and selling] 
EFFECTING TRANSACTIONS IN securities for the account of others.
XXX
3.5. "DOCUMENTS/RECORDS" SHALL INCLUDE PAPERS, FILES, 
RECORDS, TAX RETURNS, FINANCIAL STATEMENTS, BOOKS OF 
ACCOUNT, 
AS 
WELL 
AS 
ALL 
RELATED 
ACCOUNTS, 
CORRESPONDENCES, 
MEMORANDA, 
IN 
WHATEVER 
FORM, 
INCLUDING BUT NOT LIMITED TO, TRANSACTIONS, INVESTMENTS, 
ASSETS, SECURITIES, COMMODITIES AND DERIVATIVES, PAYMENT, 
CLEARING AND SETTLEMENT OR ANY OTHER SIMILAR DOCUMENT 
THAT THE COMMISSION MAY REQUIRE IN THE EXERCISE OF ITS 
POWERS AND FUNCTIONS AS PROVIDED BY LAW.(n)
[3.5.] 3.6. "Associated person of a broker or dealer" is [an] (A) ANY employee 
[thereof] OF A BROKER OR DEALER who[,] directly OR INDIRECTLY 
exercises control [of] OR supervisory authority[, but] OVER ANY OF THE 
ACTIVITIES OR PERSONNEL OF SUCH BROKER OR DEALER, (B) ANY 
PERSON DIRECTLY OR INDIRECTLY CONTROLLING, CONTROLLED BY, 
OR UNDER COMMON CONTROL WITH SUCH BROKER OR DEALER. 
THIS DEFINITION SHALL [does] not include a .salesman, [or] an agent, or aNY 
person ASSOCIATED WITH A BROKER OR DEALER whose functions are 
solely clerical or ministerial.
[3.6] 3.7. Clearing agency" [is any] MEANS any person who acts as AN 
intermediary in making [deliveries upon] payments [to effect settlement in 
securities transactions] OR DELIVERIES OR BOTH IN CONNECTION WITH 
TRANSACTIONS IN SECURITIES OR WHO PROVIDES FACILITIES: (A) 
FOR 
COMPARISON 
OF 
DATA 
RESPECTING 
THE 
TERMS 
OF 
SETTLEMENT OF SECURITIES TRANSACTIONS, (B) TO REDUCE THE 
NUMBER OF SETTLEMENTS OF SECURITIES TRANSACTIONS, OR (C) 
FOR 
THE 
ALLOCATION 
OF 
SECURITIES 
SETTLEMENT 
RESPONSIBILITIES. SUCH TERM ALSO MEANS ANY PERSON, SUCH AS 
A SECURITIES DEPOSITORY, WHO (I) ACTS AS A CUSTODIAN OF 
SECURITIES IN CONNECTION WITH A SYSTEM FOR THE CENTRAL


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HANDLING OF SECURITIES WHEREBY ALL SECURITIES OF A 
PARTICULAR CLASS OR SERIES OF ANY ISSUER DEPOSITED WITHIN 
THE 
SYSTEM 
ARE 
TREATED 
AS 
FUNGIBLE 
AND 
MAY 
BE 
TRANSFERRED, LOANED, OR PLEDGED BY BOOKKEEPING ENTRY 
WITH 
OR 
WITHOUT 
PHYSICAL 
DELIVERY 
OF 
SECURITIES 
CERTIFICATES, OR (II) OTHERWISE PERMITS OR FACILITATES THE 
SETTLEMENT 
OF 
SECURITIES 
TRANSACTIONS 
OR 
THE
HYPOTHECATION OR LENDING OF SECURITIES WITH OR WITHOUT 
PHYSICAL DELIVERY OF SECURITIES CERTIFICATES.
3.8. "COMMODITY FUTURES CONTRACT" IS A CONTRACT THAT 
PROVIDES FOR THE MAKING 
OR TAKING 
DELIVERY, AT A 
PRESCRIBED TIME IN THE FUTURE, OF A COMMODITY, OR ITS CASH 
OR EQUIVALENT TANGIBLE VALUE.(n)
[3.7.] 3.9. "Exchange" is an organized marketplace or facility that brings 
together buyers and sellers and executes trades of securities and/or commodities.
[3.8.] 3.10. "Insider" means: (a) the issuer; (B) A PERSON CONTROLLING 
THE ISSUER; [(b)] (C) a director or officer 
(or person performing similar 
functions) of the issuer, or the person controlling the issuer; [(c)](D) a person 
whose relationship or former relationship to the issuer gives or gave him access 
to material information about the issuer or the security that is not generally 
available to the public; ](d)](E) a government employee, or director, or officer of 
an exchange, clearing agency and/or self-regulatory organization who has access 
to material information about an issuer or a security that is not generally 
available to the public; [or] [(e)](E) a person who learns such information by a 
communication from any of the foregoing insiders[.]; (G) A PERSON WHOSE 
RELATIONSHIP OR FORMER RELATIONSHIP TO ANY OF THOSE IN (A) 
TO (F) ABOVE GIVES OR GAVE HIM ACCESS TO MATERIAL 
INFORMATION ABOUT THE ISSUER OR THE SECURITY THAT IS NOT 
GENERALLY AVAILABLE TO THE PUBLIC; (H) A TIPPER; OR (I) A 
DUMMY AS DEFINED IN C.A. NO. 108, THE ANTI-DUMMY ACT.
3.11. "PERSON" MEANS NATURAL OR JURIDICAL, WHETHER OR 
NOT REGISTERED WITH THE COMMISSION.
[3.9. "Pre-need plans" are contracts which provide for the performance of 
future services or the payment of future monetary considerations at the time of 
actual need, for which planholders pay in cash or installment at stated prices, 
with or without interest or insurance coverage and includes life, pension, 
education, interment, and other plans which the Commission may from time to 
time approve.]
[3.10.] 3.12. "Promoter" is a person who, acting alone or with others, takes 
initiative in founding and organizing the business or enterprise of the issuer and 
receives consideration therefor.


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[3.11] 3.13. "Prospectus" is the document made by or on behalf of an issuer, 
underwriter or dealer to sell or offer securities for sale to the public through a 
registration statement filed OR RENDERED EFFECTIVE BY the Commission.
[3.12] 3.14. "Registration Statement" is the application for the registration of 
securities COMPOSED OF A PROSPECTUS AND OTHER DOCUMENTS AS 
MAY BE required [to be filed with] BY the Commission.
[3.13] 3.15. "Salesman" is a natural person, employed as such or as an agent, 
by a dealer, issuer or broker to buy and sell securities.
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[3.14] 3.16. "Uncertificated security" is a security evidenced by electronic or 
similar records.
[3.15] 3.17. "Underwriter" is a person who guarantees on a firm commitment 
and/or declared best effort basis the distribution and sale of securities [of any 
kind] ISSUED by another [company] CORPORATION.
SECTION 3. Section 4 of the Code is hereby amended to read as follows:
"Sec. 4. AdniiiiistnUivc Agency. - 4.1. This Code shall be administered by the 
Securities and Exchange Commission (hereinafter referred to as the 
"Commission") as a collegial body, composed of a Chairperson and four (4) 
Commissioners, appointed by the President for a FIXED term of seven (7) years 
each and who shall serve as such until THE EXPIRATION OF THEIR TERM 
AND their successor shall have been appointed and qualified, OR UPON 
THEIR RESIGNATION.
XXX
4.3 THE COMMISSIONERS SHALL, IN THE COURSE OF THE 
PERFORMANCE OF THEIR OFFICIAL DUTIES, ACT INDEPENDENTLY 
AND WITHOUT INFLUENCE FROM ANY PERSON OR ENTITY.
[4.3.] 4.4. The Chairperson is the chief executive officer of the Commission. 
The Chairperson shall execute and administer the policies, decisions, orders and 
resolutions approved by the Commission and shall have the general executive 
direction and supervision of the work and operation of the Commission and of its 
members, bodies, boards, offices, personnel and all its administrative bodies. IN 
CASE OF DEATH, PERMANENT DISABILITY, OR RESIGNATION, THE 
MOST SENIOR COMMISSIONER SHALL ACT AS THE CHAIRPERSON IN 
AN OFFICER-IN-CHARGE CAPACITY.
[4.4.] 4.5. The salary of the Chairperson and the Commissioners shall be fixed 
by the President of the Philippines based on an objective classification system, at 
a sum comparable to the members of the Monetary Board and commensurate to 
the importance and responsibilities attached to the position, WHICH SHALL BE


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REVIEWED WITH THE SAME FREQUENCY AS THAT OF THE MEMBERS 
OF THE MONETARY BOARD.
[4.5] 4.6. The Commission shall hold meetings at least once a week for the 
conduct of business or as often as may be necessary upon call of the Chairperson 
or upon the request of three (3) Commissioners WHICH MEETINGS MAY BE 
HELD THROUGH REMOTE COMMUNICATION. The notice of the meeting 
shall be given to all Commissioners and the presence of three (3) Commissioners 
shall constitute a quorum 
FOR THE CONTINUITY OF WORK AND TO 
AVOID UNNECESSARY DELAYS IN CASE OF LACK OF QUORUM DUE 
TO 
UNAVAILABILITY 
OF 
REMOTE 
COMMUNICATION, 
DEATH, 
PERMANENT DISABILITY OR RESIGNATION, ANY TWO (2) DIRECTORS 
FROM ANY OF THE DEPARTMENTS OR 01ITCES OF THE COMMISSION, 
WHEN 
SO 
REQUIRED 
BY 
THE 
CHAIRPERSON 
OR 
BY 
ANY 
COMMISSIONER, MAY TAKE THE PLACE OF ONE (1) COMMISSIONER 
AT A MEETING, AND THEIR PRESENCE, TOGETHER WITH THAT OF AT 
LEAST TWO (2) OTHER COMMISSIONERS SHALL ALSO CONSTITUTE A 
QUORUM. [In the absence of the Chairperson, the most senior Commissioner 
shall act as presiding officer of the meeting.]"
SECTION 4. Section 5 of the Code is hereby amended to read as follows:
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"Sec. 5. Poiuers and Funclions of the Commission. - 5.1. The Commission 
shall act with transparency and shall have the powers and functions provided by 
this Code, Presidential Decree No. 902-A, the Corporation Code, the Investment 
Houses Law, the Financing Company Act and other existing laws. Pursuant 
thereto the Commission shall have, among others, the following powers and 
functions:
(a) Have jurisdiction and supervision over all corporations, 
partnerships or associations who arc the grantees of primary franchises 
and/or a license or permit issued by the Government;
(b) Formulate policies and recommendations on issues, SUCH AS 
BUT NOT LIMITED TO CORPORATE GOVERNANCE, CAPITAL 
MARKET DEVELOPMENT, AND MARKET AND SECURITIES 
REGULATION, concerning the securities market, advise Congress and 
other government agencies on all aspects of the securities market and 
propose legislation and amendments THEREON [thereto];
(c) Approve, reject, suspend, revoke or require amendments to 
registration statements, and registration and licensing applications;
(d) Regulate [, investigate or] AND supervise the activities of 
persons to ensure compliance WITH THIS CODE AND OTHER 
APPLICABLE 
LAWS, 
AND 
INVESTIGATE 
ALL 
POTENTIAL 
VIOLATIONS OF THIS CODE AND OTHER APPLICABLE LAWS


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COMMITTIiD 
BY 
PERSONS, 
OR 
UPON 
REQUEST 
FOR 
INFORMATION FROM A FOREIGN SECURITIES REGULATOR;
(e) Supervise, monitor, suspend, or take over the activities of 
exchanges, clearing agencies and other SROs;
(f) IMPOSE AND COLLECT FEES FOR THE SUPERVISION, 
MONITORING OR OTHER RELATED SERVICES IT RENDERS 
UNDER THIS CODE;(n)
[(f)] (g) Impose sanctions for the violation of laws and the rules, 
regulations and orders issued pursuant thereto;
[(g)] (h) 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;
[(h)] (i) 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;
[(i)] (j) Issue cease and desist orders WITHOUT THE NECESSITY 
OF NOTICE AND HEARING to prevent fraud or injury to the investing 
public;
[(j)] (k) Punish for contempt of the Commission, both direct and 
indirect, in accordance with the PROCEDURES [pertinent provisions of] 
and penalties THE COMMISSION SHALL prescribe[d by the Rules of 
Court];
[(k)] (1) Compel the officers of any registered corporation or 
association to call meetings of stockholders or members thereof under its 
supervision;
[(1) 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 t the provisions of existing laws;] (m) ISSUE THE 
FOLLOWING SUBPOENAS AND AUTHORIZE AN OFFICER OF THE 
COMMISSION TO SIGN:
(i) SUBPOENA DUCES TECUM, TO ANY PERSON, 
INCLUDING FINANCIAL INSTITUTIONS AND/OR BANK 
OFFICERS 
AND 
EMPLOYEES, 
ORDERING 
THE 
EXAMINATION, PRODUCTION, COPYING OR SEARCH AND 
SEIZURE OF ALL DOCUMENTS/RECORDS, INCLUDING


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THOSIi OF FINANCIAL INSTITUTIONS AND/OK BANKS, AS 
WELL AS GOVERNMENT SECURITIES AND FOREIGN 
CURRENCY DEPOSIT UNITS, OF ANY PERSON, NECESSARY 
FOR THE PROPER DISPOSITION OF CASES INVOLVING 
ANY VIOLATION OF THIS CODE AND OTHER APPLICABLE 
LAWS, 
RULES 
AND 
REGULATIONS, OR 
UPON THE 
REQUEST FOR ASSISTANCE OF A FOREIGN SECURITIES 
REGULATOR PURSUANT TO SECTION 65.5 HEREOF AND 
SHALL SERVE AS AN EXCEPTION TO THE PROVISIONS OF 
REPUBLIC ACT (R.A.) No. 1405', AS AMENDED, R.A. No. 64262,
AS AMENDED, R.A. No. 8791\ AS AMENDED, AND OTHER 
APPLICABLE LAWS, RULES AND REGULATIONS.
(ii) SUBPOENA AD TESTIFICANDUM, AND SUMMON 
ANY PERSON, INCLUDING FINANCIAL INSTITUTIONS 
AND/OR BANK OFFICERS AND/OR EMPLOYEES, TO APPEAR 
AND TO TESTIFY 
IN 
ANY PROCEEDINGS OF THE 
COMMISSION 
NECESSARY 
FOR 
THE 
PROPER
DISPOSITION OF CASES INVOLVING ANY VIOLATION OF 
THIS CODE AND OTHER APPLICABLE LAWS, RULES AND 
REGULATIONS, OR UPON THE REQUEST FOR ASSISTANCE 
OF A FOREIGN SECURITIES REGULATOR PURSUANT TO 
SECTION 65.5 
HEREOF 
AND SHALL SERVE AS AN 
EXCEPTION TO THE PROVISIONS OF R.A. No. 1405, AS 
AMENDED, R.A. No. 6426, AS AMENDED, R.A. No. 8791, AS 
AMENDED, AND OTHER APPLICABLE LAWS, RULES AND 
REGULATIONS.
(n) APPLY EX-PARTE WITH THE COURT OF APPEALS FOR 
THE ISSUANCE OF AN ORDER TO FREEZE THE ASSETS OF A 
SUSPECTED VIOLATOR OF SECTIONS 24 TO 274 OF THIS CODE;
(o) INSTITUTE CIVIL FORFEITURE PROCEEDINGS AND ALL 
OTHER REMEDIAL PROCEEDINGS.
[(m)] (p) Suspend, or revoke, after proper notice and hearing the 
franchise or certificate of registration of corporations, partnerships or 
associations, upon any of the grounds provided [by law; and] UNDER 
THIS CODE AND OTHER APPLICABLE LAWS, RULES AND 
REGULATIONS, OR WHEN DIRECTED BY FINAL JUDGMENT OF A 
COURT OF COMPETENT JURISDICTION;
(q) 
ISSUE WRITS OF EXECUTION AND ATTACHMENT TO 
ENFORCE PAYMENT OF FEES, FINES AND PENALTIES UNDER 
THIS CODE;
1 Bank Secrecy Law
2 Foreign Currency Deposit Act of the Pliilippines
■' General Banking Law of 2000 
Sec. 24. M cinipiilalion o f Security P rices; Devices and Practices. 
Sec. 25. Regulation o f O ption Trading.
Sec. 26. Fraudulent Transactions.
Sec. 27. Insid e r's D uty to D isclose When Trading.


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(r) HNTER INTO AGREEMENTS AND ARRANGEMENTS 
WITH 
SECURITIES 
REGULATORS, 
ORGANIZATIONS 
AND 
SIMILAR 
ENTITIES 
IN 
OTHER JURISDICTIONS 
FOR THE 
DEVELOPMENT AND REGULATION OF THE CAPITAL MARKET;
(s) ORDER THE RETURN OF THE AMOUNT REPRESENTING 
THE INVESTMENTS, SUBSCRIPTIONS, 
CONTRIBUTIONS OR 
SIMILAR FINANCIAL PARTICIPATION, AND, IF WARRANTED, 
THE PAYMENT OF THE VALUE OF EQUITABLE INTEREST 
THEREON IN CASE THE COMMISSION HAS, AFTER PROPER 
HEARING, FOUND THEM TO HAVE BEEN SOLICITED UNDER 
FRAUDULENT CIRCUMSTANCES, AND TO PERFORM SUCH ACTS 
THAT MAY BE NECESSARY OR ESSENTIAL UNDER THE 
PREMISES; AND
(t) ADMINISTER OATHS TO THE OFFICERS OF ISSUER OR 
ANY OTHER PERSON CONNECTED THEREWITH AS TO ITS 
BUSINESS AND AFFAIRS.
[(n)] (u) Exercise such other powers as may be prov'ided by THIS 
CODE AND OTHER APPLICABLE lawS, RULES AND REGULATIONS 
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, RULES 
AND REGULATIONS M
SECTION 5. Section 6 of the Code is hereby amended to read as follows:
"Sec. 6. Indcmnificalion and Responsibilities of Commissioners. -6.1. x x x.
6.2. The CURRENT AND FORMER Commissioners, officers and 
employees of the Commission who willfully violate this Code or who are guilty 
of GROSS negligence OR MISCONDUCT, abuse or acts of malfeasance [or fail 
to exorcise extraordinary diligence in the performance of their duties] shall be 
held liable for any loss or injury suffered by the Commission or other institutions 
as a result of such violation, GROSS negligence OR SERIOUS MISCONDUCT, 
abuse, malfeasance, [or failure to exorcise extraordinary diligence] IN THE 
PERFORMANCE OF THEIR DUTIES.
Similar responsibility shall apply to the CURRENT AND FORMER 
Commissioners, officers and employees of the Commission for (1) the disclosure 
of any information, discussion or resolution of the Commission of a confidential 
nature, or about the confidential operations of the Commission, unless the 
disclosure is in connection with the performance of official functions with the 
Commission or with prior authorization of the Commissioners; or (2) the use of 
such information for personal gain or to the detriment of the government, the 
Commission or third parties, xxx"
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6.3 
OIIICLKS AND LMPLOYliliS 01 THE COMMISSION SHALL BE 
DEFENDED BY LAWYERS OF THE GOVERNMENT IN LAWSUITS FILED 
AGAINST THEM IN RELATION TO THEIR FUNCTIONS, WHETHER OR 
NOT SUCH LAWSUITS SHALL BE DESIGNATED BY COMPLAINANTS AS 
ONE IN THE SEC OFFICIAL OR EMPLOYEE S PERSONAL CAPACITY IN 
ORDER TO HARASS SUCH OFFICIALS AND EMPLOYEES AND HINDER 
THEM FROM PERFORMING THEIR FUNCTIONS EFFECTIVELY.
PERSONS FOUND TO HAVE FILED SUCH HARASSMENT OR 
FRIVOLOUS 
LAWSUITS 
AGAINST 
OFFICERS, 
DIRECTORS 
AND 
EMPLOYEES OF THE COMMISSION SHALL, IN ADDITION TO THEIR 
LIABILITY FOR MALICIOUS PROSECUTION UNDER THE REVISED 
PENAL CODE, ALSO 
BE LIABLE FOR FINES 
AND PENALTIES 
EQUIVALENT TO ALL COSTS OF SUIT, INCLUDING ATTORNEY'S FEES, 
TRANSPORTATION COSTS, PHOTOCOPYING AND PRINTING, AND 
ALL OTHER COSTS RELATED TO THE SUCH A HARASSMENT SUIT.
SECTION 6. Section 10 of the Code is hereby amended to read as follows:
"Sec.10. Exempt Transactions. - 10.1. x x x.
10.3 
Any person applying for exemption under this Section shall file AN 
APPLICATION FOR EXEMPTION with the Commission, STATING THE 
GROUNDS THEREFOR. THE EXEMPTION SHALL TAKE EFFECT ONLY 
AFTER THE COMMISSION APPROVES THE APPLICATION AND THE 
APPLICANT PAYS THE PRESCRIBED [a notice identifying the exemption 
relied upon on such form and at such time as the Commission by rule may 
prescribe and with such notice shall pay to the Commission a] fee equivalent to 
one-tenth (1/10) of one percent (1%) of the maximum aggregate price or issued 
value of the securities."
SECTION 7. Section 12 of the Code is hereby amended to read as follows:
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"Sec. 12. Procedure for Registration of Securities. - 12.1. xxx
12.3. 
The information required for the registration of [any kind, and all] 
securities, shall include, among others, the effect of their [securities issue] 
ISSUANCE on THE ownership, [on the mix of ownership, especially foreign and 
local ownership] STRUCTURE AND EQUITY COMPOSITION OF THE 
ISSUER.
12.4. 
The registration statement shall be signed by the issuer's CHIEF 
executive officer, its principal operating officer, its principal financial officer, its 
comptroller, its principal accounting officer, OR ANY OFFICER OF THE 
ISSUER EITHER OCCUPYING A POSITION EQUIVALENT TO ANY OF 
THE FOREGOING OR PERFORMING SIMILAR FUNCTIONS, [its] AND 
THE corporate secretary [or persons performing similar functions]. SUCH DULY


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SIGNED REGISTRATION STATEMENT SHALL BE accompanied by a duly 
verified resolution of the ISSUER'S board of directors [of the issuer corporation. 
The] AND THE written consent of the expert named as having certified any part 
of the registration statement and the auditor, as to the financial data in such 
registration statement or any document used in connection therewith [shall also 
be filed[. Where the registration statement includes shares to bo sold by [selling] 
EXISTING shareholders, a written certification by such [selling] shareholders as 
to the accuracy of any [part of the registration statement contributed to by such 
selling shareholders] REPRESENTATION OR INFORMATION PROVIDED 
BY THEM IN THE REGISTRATION STATEMENT shall also be filed."
SECTION 8. Chapter IV, Section 16 of the Code is hereby deleted pursuant to 
Republic Act No. 9829.
"[Chapter IV
Regulation of Pre-Need Plans
Sec. 16. Pre-Need Plans. - No person shall sell or offer for sale to the public any 
pre-need plan except in accordance with rules and regulations which the 
Commission shall prescribe. Such rules shall regulate the sale of pre-need plans 
by, among other things, requiring the registration of pre-need plans, licensing 
persons involved in the sale of pre-need plans, requiring disclosures to 
prospective plan holders, prescribing advertising guidelines, providing for 
uniform accounting system, reports and record keeping with respect to such 
plans, imposing capital, bonding and other financial responsibility, and 
establishing trust funds for the payment of benefits under such plans.]"
SECTION 9.
as follows:
Section 17 is hereby renumbered as Section 16 and amended to read
"Chapter [V] IV 
Reportorial Requirements
Sec. 
[17] 16. 
Periodic and Other Reports of Issuers; 
CORPORATE
RESPONSIBILITY FOR REPORTS. -[17.1] 16.1. Every issuer satisfying the 
requirements in Subsection [17.2] 16.2 hereof shall file with the Commission: x x x
[17.2.] 16.2. The reportorial requirements of Subsection 17.1 shall apply to the 
following:
(a) 
An i.ssuer which has sold a class of its securities pursuant to a 
registration under section 12 hereof: Provided however, That the 
obligation of such issuer to file reports shall be suspended for any fiscal 
year after the year such registration became effective if such issuer, as of 
the first day of any such fiscal year, has less than TWO [one] hundred 
[(100)] (200) holder of such class securities or such other number as the 
Commission shall prescribe and it notifies the Commission of such;
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(b) An issuer with a class of securities listed for trading on an 
Exchange; and
(c) An issuer with assets of at least Fifty million pesos (50,000,000.00) or 
such other amount as the Commission shall prescribe, and having two 
hundred (200) or more holder each holding at least one hundred (100) 
share of a class of its equity securities: Provided, however. That the 
obligation of such issuer to file report shall bo terminated ninety (90) days 
after notification to the Commission by the i.ssuer that the number of its 
holders holding at least one hundred (100) share reduced to less than [one] 
TWO hundred [(100)] (200).
[17.4] 
16.4. All reports (including financial statements) required to be filed 
with the Commission pursuant to Subsection [17.1] 16.1 hereof shall be in such 
form, contain such information and be filed at such times as the Commission 
shall prescribe, and shall be in lieu of any periodical or current reports or 
financial statements otherwise required to bo filed under the Corporation Code. 
TO 
PROMOTE 
TRANSPARENCY 
AND 
ACCOUNTABILITY, 
THE 
COMMISSION MAY REQUIRE THAT THE FOREGOING REPORTS BE 
POSTED ON THE CORPORATION'S WEBSITE IN ACCORDANCE WITH 
SUCH RULES AND REGULATIONS AS THE COMMISSION MAY 
PRESCRIBE.
XXX
16.7. THE COMMISSION SHALL, BY RULE, REQUIRE, FOR EACH 
COMPANY FILING PERIODIC REPORTS UNDER THIS CODE, THAT 
THE PRINCIPAL EXECUTIVE OEITCER OR OFFICERS AND THE 
PRINCIPAL FINANCIAL OFFICER OR OFFICERS, OR PERSONS 
PERFORMING SIMILAR FUNCTIONS, CERTIFY IN EACH ANNUAL OR 
QUARTERLY REPORT FILED OR SUBMITTED TO THE COMMISSION 
THAT-
(1) THE SIGNING OFFICERS HAVE SUFFICIENTLY REVIEWED 
THE PERIODIC REPORT FOR ITS FULL COMPLIANCE WITH THE 
REQUIREMENTS UNDER THIS CODE;
(2) BASED ON THE OFFICER'S KNOWLEDGE, THE REPORT 
DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL 
FACT OR OMITS TO STATE A MATERIAL FACT NECESSARY IN 
ORDER TO MAKE THE STATEMENTS MADE, IN LIGHT OF THE 
CIRCUMSTANCES UNDER WHICH SUCH STATEMENTS WERE 
MADE, NOT MISLEADING;
(3) BASED 
ON 
SUCH 
OFFICER'S 
KNOWLEDGE, 
THE 
FINANCIAL 
STATEMENTS, 
AND 
OTHER 
FINANCIAL 
INFORMATION INCLUDED IN THE REPORT, FAIRLY PRESENT IN 
ALL MATERIAL RESPECTS THE FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS OF THE ISSUER AS OF, AND FOR, THE 
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(4) THli 
SIGNING 
011ICERS 
ARE 
RESI’ONSIBLE 
EOR 
ESTABLISHING AND MAINTAINING INTERNAL CONTROLS 
PERTAINING TO THE ACCESSIBILITY AND AVAILABILITY OF 
MATERIAL INFORMATION RELATING TO THE ISSUER AND ITS 
SUBSIDIARIES NECESSARY IN THE PREPARATION OF PERIODIC 
REPORTS. FOR THIS PURPOSE, THE PERIODIC REPORT SHALL 
CONTAIN SUCH SIGNING OFFICERS' CONCLUSION ABOUT THE 
EFFECTIVENESS OF THE ISSUER'S INTERNAL CONTROLS BASED 
ON THEIR EVALUATION DONE AS OF A DATE WITHIN 90 DAYS 
PRIOR TO THE REPORT;
(5) THE SIGNING OFFICERS HAVE DISCLOSED TO THE 
ISSUER'S 
AUDITORS 
AND THE 
AUDIT COMMITTEE (OR 
PERSONS FULFILLING THE EQUIVALENT FUNCTION)-
(a) 
ALL SIGNIFICANT DEFICIENCIES IN THE DESIGN 
OR OPERATION OF INTERNAL CONTROLS WHICH COULD 
ADVERSELY AFFECT THE ISSUER'S ABILITY TO RECORD, 
PROCESS, SUMMARIZE, AND REPORT FINANCIAL DATA 
AND HAVE IDENTIFIED FOR THE ISSUER'S AUDITORS ANY 
MATERIAL WEAKNESSES IN INTERNAL CONTROLS;
(b) 
ANY FRAUD, WHETHER OR NOT MATERIAL, THAT 
INVOLVES MANAGEMENT OR OTHER EMPLOYEES WHO 
HAVE A SIGNIFICANT ROLE IN THE ISSUER'S INTERNAL 
CONTROLS;
(c) 
ANY DEFICIENCY IN INTERNAL CONTROLS THAT 
HAVE 
INCREASED 
THE 
CORPORATION 
AND 
ITS 
SUBSIDIARIES AND AFFILIATES' DEBT BURDEN BEYOND 
WHAT IS REASONABLE WITHIN THE INDUSTRY IN WHICH 
IT IS ENGAGED
(6) THE SIGNING OFFICERS HAVE INDICATED IN THE REPORT 
WHETHER OR NOT THERE WERE SIGNIFICANT CHANGES IN 
INTERNAL CONTROLS OR IN OTHER FACTORS THAT COULD 
SIGNIFICANTLY AFFECT INTERNAL CONTROLS SUBSEQUENT 
TO THE DATE OF THEIR EVALUATION, INCLUDING ANY 
CORRECTIVE 
ACTIONS 
WITH 
REGARD 
TO 
SIGNIFICANT 
DEFICIENCIES AND MATERIAL WEAKNESSES.
SECTION 10.
read as follows:
Section 18 is hereby renumbered as Section 17 and amended to
"Sec. [18] 17. Reports by Five per centum (5%) Holders of Equity Securities. - 
[18.1.] 17.1. In every case in which an issuer satisfies the requirements of 
Subsection [17.2] 16.2 hereof, any person who acquires directly or indirectly the 
beneficial ownership of AT LEAST [more than] five per centum (5%) of such 
class or in excess of such lesser per centum as the Commission by rule may 
prescribe, shall, within ten (10) days after such acquisition or such reasonable 
time as fixed by the Commission, submit to the issuer of the security, to the 
Exchange where the security is traded, and to the Commission a sworn statement 
containing the following information and such other information as the 
Commission may require in the public interest or for the protection of investors:
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(a) 
The personal background, identity, residence, and citizenship of, 
and the nature of such beneficial ownership by, such person and all other 
persons by whom or on whose behalf the purchases are effected; in the 
event the beneficial owner is a juridical person, the lines of business of the 
beneficial owner shall also be reported;
(b) 
If the purpose of the purchases or prospective purchases is to 
acquire control of the business of the issuer of the securities, any plans or 
proposals which such persons may have that will effect a major change in 
its business or corporate structure;
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(c) The number of shares of such security which are beneficially owned, 
and the number of shares concerning which there is a right to acquire, 
directly or indirectly, by: (i) such person, and (ii) each associate of such 
person, giving the background, identity, residence, and citizenship of each 
such associate; and
(d) Information as to any contracts, arrangements, or understanding 
with any person with respect to any securities of the issuer including but 
not limited to transfer, joint ventures, loan or option arrangements, puts or 
calls, guarantees or division of losses or profits, or proxies naming the 
persons with whom such contracts, arrangements, or understanding have 
been entered into, and giving the details thereof."
SECTION 11.
as follows:
Section 19 is hereby renumbered as Section 18 and amended to read
"Sec. [19] 18. Tender Offers. - [19.1] 18.1. (a) Any person or group of persons 
acting in concert who intends to acquire, DIRECTLY OR INDIRECTLY, 
THROUGH NEGOTIATED PURCHASE, WHETHER DONE AT ONE 
INSTANCE OR WITHIN A PERIOD OF TWELVE (12) MONTHS, at least 
fifteen percent (15%) of any class of any equity security of a listed corporation or 
of [any class of an equity security of] a corporation with assets of at least Fifty 
million pesos (P50,000,000.00) and having two hundred (200) or more 
stockholders with at least one hundred (100) shares each or who intends to 
acquire at least [thirty percent (30%)] THIRTY-FIVE PERCENT (35%) of such 
equity over a period of twelve (12) months shall [make a tender offer to 
stockholders by filing ] FILE A DECLARATION TO THAT EFFECT with the 
Commission[ a declaration to that effect]; and furnish the issuer [,] a statement 
containing such [of the] information required in Section [17] 16 of this Code; 
PROVIDED, THAT A TENDER OFFER TO ALL STOCKHOLDERS SHALL 
BE REQUIRED IN CASE OF ACQUISITION OF AT LEAST THIRTY-FIVE 
PERCENT (35%) OVER A PERIOD EXCEEDING TWELVE (12) MONTHS, [as 
the Commission may prescribe. Such person or group of persons shall publish all 
requests or invitations for tender, or materials making a tender offer or 
requesting or inviting letters of such a security. Copies of any additional material 
soliciting or requesting such tender offers subsequent to the initial solicitation or
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request shall contain such information as the Commission may prescribe, and 
shall be filed with the Commission and sent to the issuer not later than the time 
copies of such materials are first published or sent or given to security holders],
WHEN IT DEEMS NECESSARY FOR THE PROTECTION OF MINORITY 
SHAREHOLDERS, THE COMMISSION MAY ADD TO, CLARIFY, MODIFY 
THE LIST OF UNDERLYING 
CIRCUMSTANCES WHICH WOULD 
REQUIRE THE MAKING OF A TENDER OFFER.
XXX
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SECTION 12. 
Sections 20 to 22 are hereby renumbered as Sections 19 to 21 
accordingly.
SECTION 13. 
Section 23 is hereby renumbered as Section 22 and amended to 
read as follows:
"Sec. [23.] 22. Transactions of Directors, Officers and Principal Stockholders. - 
[23.1.] 22.1. Every person who is directly or indirectly the beneficial owner of 
[more than] AT LEAST ten per centum (10%) of any class of any equity security 
which satisfies the requirements of Subsection [17.2] 16.2, or who is a director or 
an officer of the issuer of such security, shall file, at the time either such 
requirement is first satisfied or within ten days after he becomes such a beneficial 
owner, director, or officer, a statement with the Commission; PROVIDED, 
THAT if such security is listed for trading [o]In an Exchange, also with the 
Exchange, of the amount of all equity securities of such issuer of which he is the 
beneficial owner, and within ten (10) days after the close of each calendar month 
thereafter, if there has been a change in such ownership during such month, shall 
file with the Commission, and if such security is listed for trading on an 
Exchange, shall also file with the Exchange, a statement indicating his ownership 
at the close of the calendar month and such changes in his ownership as have 
occurred during such calendar month.
[23.2] 22.2. TO [For the purpose of preventing] prevent the unfair use of 
information which may have been obtained by such beneficial owner, director, or 
officer by reason of his relationship to the issuer, any profit realized by him from 
any purchase and sale, or any sale and purchase, of any equity security of such 
issuer within any period of less than six (6) months, unless such security was 
acquired in good faith in connection with a debt previously contracted, shall 
inure to and bo recoverable by the issuer, irrespective of any intention of holding 
the security purchased or of not repurchasing the security sold for a period 
exceeding six (6) months. Suit to recover such profit may be instituted before the 
Regional Trial Court by the i.ssuer, or by the owner of any security of the issuer in 
the name and in behalf of the issuer if the issuer shall fail or refuse to bring such 
suit within sixty (60) days after request or shall fail diligently to prosecute the 
same thereafter, but no such suit shall be brought more than two (2) years after 
the date such profit was realized. This subsection shall not be construed to cover 
any transaction where such beneficial owner was not such both at the time of the
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purchase and sale, or the sale and purchase, of the security involved, or any 
transaction or transactions which the Commission by rules and regulations may 
exempt as not comprehended within the purpose of this subsection.
[23.3] 22.3. It shall be unlawful for any such beneficial owner, director, or 
officer, directly or indirectly, to sell any equity security of such issuer if the 
person selling the security or his principal: (a) Does not own the security sold; or 
(b) If owning the security, does not deliver it against such sale within twenty (20) 
days thereafter, or does not within five (5) days after such sale deposit it in the 
mails or other usual channels of transportation; but no person shall be deemed to 
have violated this subsection if he proves that notwithstanding the exercise of 
good faith he was unable to make such delivery or deposit within such time, or 
that to do so would cause undue inconvenience or expense.
[23.4] 22.4. The provisions of Subsection [23.2] 22.2 shall not apply to any 
purchase and sale, or sale and purchase, and the provisions of Subsection [23.3]
22.3 shall not apply to any sale, of an equity security not then or thereafter held 
by him in an investment account, by a dealer in the ordinary course of his 
business and incident to the establishment or maintenance by him of a primary or 
secondary market, otherwise than on an Exchange, for such security. The 
Commission may, by such rules and regulations as it deems necessary or 
appropriate in the public interest, define and prescribe terms and conditions with 
respect to securities held in an investment account and transactions made in the 
ordinary course of business and incident to the establishment or maintenance of a 
primary or secondary market.
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SECTION 14. 
Sections 24 to 27 are hereby renumbered as Sections 23 to 26 
accordingly.
SECTION 15. 
Section 28 is hereby renumbered as Section 27 and amended to read 
as follows:
"Sec. [28] 27. Regislration of Brokers, Dealers, Salesmen and Associated Persons. 
[28.1] 27.1. XXX
[28.4] 
27.4. 
The Commission shall promulgate rules and regulations 
prescribing the qualifications for registration of each category of applicant, which 
shall, among other things, require as a condition for registration that:
(a) If a natural person, the applicant satisfactorily passES a written 
examination as to his proficiency and knowledge in the area of activity for 
which registration is sought;
(b) In the case of a broker or dealer, the applicant [satisfy] MEETS a 
minimum net capital OR OTHER CAPITAL ADEQUACY RATIOS as 
prescribed by the Commission, and provides a bond or other security as
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the Commission may prescribe to secure compliance with the provisions 
of this Code; and
XXX
SECTION 16. 
Section 29 is hereby renumbered as Section 28.
SECTION 17. 
Section 30 is hereby renumbered as Section 29 and amended to 
read as follows:
"Sec. [30] 29. Transactions and Responsibility of Brokers and Dealers. - [30.1] 29.1. 
UNLESS OTHERWISE AUTHORIZED BY THE COMMISSION, no broker or 
dealer shall deal in or otherwise buy or sell, DIRECTLY OR INDIRECTLY, for 
its own account or for the account of customers, securities listed [ojin an 
Exchange issued by any corporation where any stockholder, director, associated 
person or salesman, or authorized clerk of said broker or dealer and all the 
relatives of the foregoing within the fourth civil degree of consanguinity or 
affinity, is, at the time, holding office in said issuer corporation as a director, 
president, vice-president, manager, treasurer, comptroller, corporate secretary or 
assistant corporate secretary or any office of trust and responsibility, or is a 
controlling person of the issuer."
SECTION 18. 
Sections 31 to 33 are hereby renumbered as Sections 30 to 32 
accordingly.
SECTION 19. 
Section 34 is hereby renumbered as Section 33 and amended to read 
as follows:
"Sec. [34] 33. Segregation and Limitation of Functions of Members, Brokers and 
Dealers. - [34.1] 33.1 [It shall be unlawful for any member-broker of an Exchange 
to] NO MEMBER OF AN EXCHANGE SHALL effect any transaction on such 
Exchange for its own account, the account of an associated person, or an account 
with respect to which it or an associated person thereof exercises investment 
discretion: Provided, however. That this Section shall not [make unlawful] 
PROHIBIT-
(a) Any transaction by a member[-broker] acting in the capacity of a 
market maker;
(b) Any transaction reasonably necessary to carry on odd-lot 
transactions;
(c) Any transaction to offset a transaction made in error; and
XXX
SECTION 20. 
Section 35 is hereby renumbered as Section 34 and amended to read 
as follows:
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"Sec. [35] 34. Additional Fees of Exchanges. - In addition to the registration fee 
prescribed in Section [33] 32 of this Code, every Exchange shall pay to the 
Commission, [on a semestral basis] on or before the tenth day [of] AFTER the end 
of every semester of the calendar year, a fee in such an amount as the 
Commission shall prescribe, but not more than one-hundredth of one per centum 
(1%) of the aggregate amount of the sales of securities transacted on such 
Exchange during the preceding [calendar year,] SEMESTER for the privilege of 
doing business[,] during [the preceding calendar year] SUCH SEMESTER or any 
part thereof."
SECTION 21. 
Sections 36 to 37 are hereby renumbered as Sections 35 to 36 
accordingly.
SECTION 22. 
Section 38 of the Code is hereby renumbered as Section 37 and 
amended to read as follows:
"Sec. [38] 37. FIT AND PROPER RULE AND independent Directors -
37.1. THE COMMISSION MAY PRESCRIBE, IN ADDITION TO THOSE SET 
FORTH IN THE CORPORATION CODE, SUCH QUALIFICATIONS 
AND/OR DISQUALIFICATIONS FOR ELECTION OR APPOINTMENT AS 
DIRECTORS OF CORPORATIONS COVERED BY THIS CODE.
ANY QUESTION ABOUT THE QUALIFICATION OF DIRECTORS 
SHALL, AFTER PROPER HEARING, BE RESOLVED BY THE COMMISSION 
IN ACCORDANCE WITH ITS RULES AND REGULATIONS.
37.2. 
[Independent Directors -] Any corporation with a class of equity 
securities listed for trading on an Exchange or with assets [in excess] of AT 
LEAST Fifty million pesos (P50,000,000.00) and having two hundred (200) or 
more holders, at least two hundred (200) of which are each holding at least one 
hundred (100) shares of a class of its equity securities or which has sold a class of 
equity securities to the public pursuant to an effective registration statement in 
compliance with Section 12 hereof shall have at least two (2) [independent 
directors] or .such NUMBER OF independent directors WHICH shall constitute 
at least [twenty percent (20%)] THIRTY PERCENT (30%) of the members of such 
board, whichever is [the lesser] higher, OR SUCH NUMBER AS THE 
COMMISSION MAY FROM TIME TO TIME REQUIRE IN ACCORDANCE 
WITH INTERNATIONAL STANDARDS. For this purpose, an "independent 
director" shall mean a person other than an officer or employee of the 
corporation, its parent or subsidiaries, or any other individual having a 
relationship with the corporation, which would interfere with the exercise of 
independent judgment in carrying out the responsibilities of a director."
SECTION 23. 
accordingly.
Sections 39 to 41 are hereby renumbered as Sections 38 to 40
SECTION 24. 
Section 42 of the Code is hereby renumbered as Section 41 and 
amended to read as follows:
Sec. [42] 41. Registration of Clearing Agencies - [42.1] 41.1. Any clearing agency 
may be registered as such with the Commission under the terms and conditions 
hereinafter provided in this Section, by filing an application for registration in
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such form and containing such information and supporting documents as the 
Commission by rule shall prescribe, including the following:
(a) An undertaking to comply and enforce compliance by its 
participants with the provisions of this Code, and any amendment thereto, 
and the implementing rules or regulations made or to be made thereunder, 
and the clearing agency's rules;
(b) The organizational charts of the [Exchange] CLEARING AGENCY, 
its rules of procedure, and a list of its officers and participants;
XXX
[42.5] 
41,5 Section [32] 31 of this Code shall apply to every registered clearing 
agency."
SECTION 25, 
Section 42 is hereby renumbered as Section 41.
SECTION 26, 
Section 43 is hereby renumbered as Section 42 and amended to read 
as follows:
"Sec. [43] 42. UncerlificaleiVScripless Securities. - Notwithstanding Section 63 of 
the Corporation Code of the Philippines: 42,1, UNLESS EXEMPTED BY THE 
COMMISSION FOR JUSTIFIABLE REASONS AND UPON APPLICATION, a 
corporation whose securities are [registered pursuant to this Code or listed on a 
securities Exchange may:] LISTED IN AN EXCHANGE SHALL ISSUE ITS 
SHARES, OR RECORD THE TRANSFER OR DISPOSITION OF THE SAME 
IN UNCERTIFTCATED OR SCRIPLESS FORM; PROVIDED, HOWEVER, 
THAT PROOF OF OWNERSHIP OF SHARES OTHER THAN IN SCRIPLESS 
FORM MAY BE ISSUED BY THE CORPORATION UNDER SUCH TERMS 
AND CONDITION AS THE COMMISSION MAY PRESCRIBE,
[(a) If so resolved by its Board of Directors and agreed by a 
shareholder, investor or securities intermediary, issue shares to, or record 
the transfer of some or all of its shares into the name of said shareholders, 
investors or, securities intermediary in the form of uncertificated 
securities. The use of uncertificated securities in these circumstances shall 
be without prejudice to the rights of the securities intermediary 
subsequently to require the corporation to issue a certificate in respect of 
any shares recorded in its name; and
(b) If so provided in its articles of incorporation and by-laws, issue 
all of the shares of a particular class in the form of uncertificated securities 
and subject to a condition that investors may not require the corporation to 
issue a certificate in respect of any shares recorded in their name.]
XXX
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42.3 
XXX However, nothing in this Code shall preclude compliance by banking 
and other institutions under the supervision of the [Bangko Sentral ng Pilipinas] 
BSP and their stockholders with the applicable ceilings on shareholdings 
prescribed under pertinent banking laws and regulations."
SECTION 27. 
Sections 44 to 51 are hereby renumbered as Sections 43 to 50 
accordingly.
SECTION 28. 
Section 52 is hereby renumbered as Section 51 and amended to read 
as follows:
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"Sec. [52] 51. Accoimls and Records, Reports, FINANCIAL STATEMENTS, 
Examination of Exchanges, Members, and Others. - 52.1. Every registered Exchange, 
broker or dealer, transfer agent, clearing agency, securities association, and other 
SRO [self- regulatory organization], and every other person required to register 
under this Code, shall make, keep and preserve for such periods, records, furnish 
such copies thereof, and make such reports, as the Commission by its rules and 
regulations may prescribe. Such accounts, correspondence, memoranda, papers, 
books, and other records, INCLUDING FINANCIAL STATEMENTS, shall be 
subject at any time to such reasonable periodic, special or other examinations by 
representatives of the Commission as the Commission may deem necessary or 
appropriate in the public interest of for the protection of investors. AUDITED 
FINANCIAL STATEMENTS, WHEN SO REQUIRED, MUST HAVE BEEN 
AUDITED BY COMMISSION ACCREDITED AUDITORS, WHO SHALL 
HAVE COMPLIED AND SUBJECTED TO THE QUALIFIED ASSURANCE 
PROCEDURES OF THE COMMISSION.
XXX
52.3. For purposes of this Section, the term "records refers to accounts, 
correspondence, memoranda, tapes, discs, papers, books and other documents or 
transcribed information of any type, whether written or electronic in character, 
INCLUDING FINANCIAL STATEMENTS.
SECTION 29. 
as follows:
Section 53 is hereby renumbered as Section 52 and amended to read
"Sec. [53]52. Investigations, hijnnctions and Prosecution of Offenses. - [53]52.1 The 
Commission may, in its discretion, make such investigations as it deems 
necessary to determine whether any person has violated or is about to violate any 
provision of this Code, any rule, regulation or order thereunder, or any rule of an 
Exchange, registered securities association, clearing agency, other self-regulatory 
organization, and may require or permit any person to file with it a statement in 
writing, under oath or otherwise, as the Commission shall determine, as to all 
facts and circumstances concerning the matter to be investigated. 
[The 
Commission may publish information concerning any such violations, and to 
investigate any fact, condition, practice or matter which it may deem necessary or 
proper to aid in the enforcement of the provisions of this Code, in prescribing of 
rules or regulations thereunder, or in securing information to serve as a basis for 
recommending further legislation concerning the matters to which his Code
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relates]: Provided, however. That any person requested or subpoenaed to 
produce documents or testify in any investigation shall simultaneously be 
notified in writing of the purpose of such investigation: Provided, further. That 
all criminal complaints for violation of this Code, and the implementing rules and 
regulations enforced or administered by the Commission shall be referred to the 
Department of Justice for preliminary investigation and prosecution before the 
proper court: Provided, furthermore. That in instances where the law allows 
independent civil or criminal proceedings of violations arising from the same act, 
the Commission shall take appropriate action to implement the same: Provided, 
finally. That the investigation, prosecution, and trial of such cases shall be given 
priority BY THE COMMISSION.
INFORMATION OBTAINED BY THE COMMISSION DURING THE 
COURSE OF ANY INVESTIGATION, WHILE THE SAME HAS NOT BEEN 
TERMINATED, SHALL BE CONFIDENTIAL IN NATURE AND MAY BE 
DISCLOSED ONLY UPON ORDER OF THE COMMISSION.
WHENEVER IT SHALL APPEAR TO THE COMMISSION THAT ANY 
PERSON HAS VIOLATED THIS CODE, OTHER APPLICABLE LAWS, 
RULES AND REGULATIONS THEREOF, OR A CEASE AND DESIST 
ORDER ISSUED BY THE COMMISSION PURSUANT TO SUBSECTION
52.3, THE COMMISSION MAY INDEPENDENTLY AND SEPARATELY 
INSTITUTE A CIVIL ENFORCEMENT ACTION BEFORE THE COURT FOR 
THE PAYMENT BY THE VIOLATOR 
OF CIVIL 
PENALTIES 
IN 
ACCORDANCE WITH SUBSECTION 62.4. A CIVIL ENFORCEMENT 
ACTION INSTITUTED BY THE COMMISSION UNDER THIS PARAGRAPH 
SHALL BE SEPARATE FROM AND IN ADDITION TO ANY CRIMINAL 
ACTION THE COMMISSION MAY REFER TO THE DEPARTMENT OF 
JUSTICE OR ANY OTHER ACTION THAT THE COMMISSION IS 
ENTITLED TO TAKE UNDER THIS CODE
[53.2] 
52.2. For the purpose of any such investigation, or any other proceeding 
OR PROVISION under this Code, OR OTHER APPLICABLE LAWS, RULES 
AND REGULATIONS, the Commission or any officer designated by it is 
empowered to administer oaths and affirmations, subpoena witnesses, compel 
attendance AND/OR THE TAKING OF A PERSON'S STATEMENT, OR 
WHERE PERMISSIBLE, TESTIMONY UNDER OATH OR ORAL OR 
WRITTEN DEPOSITION, take evidence, require the production of any 
DOCUMENTS/recordS relevant or material to the inquiry, and to perform such 
other acts necessary in the conduct of such investigation or proceedings. THE 
COMMISSION'S 
POWER 
TO 
REQUIRE 
THE 
PRODUCTION 
OF 
DOCUMENTS/RECORDS HEREIN, AS WELL AS TO DISCLOSE THE SAME 
AS SET FORTH IN SUBSECTION 65.5, OR AS MAY ELSEWHERE BE 
PROVIDED IN THIS CODE, OTHER APPLICABLE LAWS, RULES AND 
REGULATIONS, 
SHALL 
INCLUDE 
INQUIRIES 
INTO 
ALL
DOCUMENTS/RECORDS, 
INCEUDING 
THOSE 
OF 
FINANCIAL
INSTITUTIONS AND/OR BANKS, AND OTHER RELATED INFORMATION 
HELD BY FINANCIAL INSTITUTIONS AND/OR BANKS, AND SHALL 
SERVE AS AN EXCEPTION TO THE PROVISIONS OF R.A. No. 1405 (AS 
AMENDED), R.A. No. 6426 (AS AMENDED), R.A. No. 8791 (AS AMENDED) 
AND OTHER APPLICABLE LAWS, RULES AND REGULATIONS.
THE COMMISSION SHALL HAVE THE RIGHT TO KEEP IN ITS 
CUSTODY THE DOCUMENTS/RECORDS PRODUCED OR SEIZED UNDER
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THIS SECTION FOR SUCH PERIOD AS IT CONSIDERS NECESSARY OR 
UNTIL IT CONCLUDES ITS INVESTIGATION. THEREAFTER, THE 
COMMISSION SHALL RETURN THE DOCUMENTS/RECORDS TO THE 
PERSON WHO PRODUCED THE SAME, OR AS THE CASE MAY BE, TO 
THE COURT ISSUING THE WARRANT; PROVIDED THAT THE 
COMMISSION 
MAY, 
BEFORE 
RETURNING 
SUCH
DOCUMENTS/RECORDS, 
COPY, 
REPRODUCE 
AND/OR 
PLACE 
IDENTIFICATION MARKS ON THEM OR ANY PART THEREOF.
IN THE COURSE OF THE TAKING OF A PERSON'S STATEMENT OR 
TESTIMONY, ORAL OR WRITTEN DEPOSITION, PURSUANT TO A 
REQUEST FOR ASSISTANCE OF A FOREIGN SECURITIES REGULATOR, 
THE 
COMMISSION 
MAY 
ALLOW 
THE 
PRESENCE 
OF 
A 
REPRESENTATIVE FROM SUCH REQUESTING AUTHORITY.
THE COMMISSION SHALL ISSUE SUCH OTHER RULES AS MAY BE 
APPLICABLE TO THIS SECTION "
SECTION 30. 
Section 54 is hereby renumbered as Section 53 and amended to read 
as follows:
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"Sec. [54] 53. - Adimmslralive Sanctions. - [54.1] 53.1 If, after due notice and 
hearing, the Commission finds that: (a) There is a violation of this Code, its rules, 
or its orders; (b) Any registered broker or dealer, associated person thereof has 
failed reasonably to supervise, with a view to preventing violations, another 
person subject to supervision who commits any such violation; (c) Any registrant 
or other person has, in a registration statement or in other reports, applications, 
accounts, records or documents required by law or rules to be filed with the 
Commission, made any untrue statement of a material fact, or omitted to state 
any material fact reejuired to be stated therein or nece.ssary to make the 
statements therein not misleading; or, in the case of an underwriter, has failed to 
conduct an inquiry with reasonable diligence to insure that a registration 
statement is accurate and complete in all material respects; or (d) Any person has 
refused to permit any lawful examinations into its affairs, it shall, in its discretion, 
and subject only to the limitations hereinafter prescribed, impose any or all of the 
following sanctions as may be appropriate in light of the facts and circumstances:
(i) 
Suspension, or revocation of any registration for the offering of 
securities;
(ii) A fine of not less than [ Ten thousand pesos (P10,000.00)] ONE 
HUNDRED THOUSAND PESOS (I>100,000.00) nor more than [One 
million pesos (P1,000,000.00)] FIVE MILLION PESOS (P5,000,000.00) plus 
not more than [Two thousand pesos (P2,000.00)[ FIVE THOUSAND 
PESOS (P5,000.00) for each day of continuing violation;
(iii) In the case of a violation of Sections 16, [19.2] 18.2, [20] 19, 22,
[24] 23, [26] 25 and [27] 26, disqualification from being an officer, member
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of the Board of Directors, or person performing similar functions, of an 
issuer required to file reports under Section [17] 16 of this Code or any 
other act, rule or regulation administered by the Commission;
(iv) 
In the case of a violation of Section [34] 26, a fine of no more 
than three (3) times the profit gained or loss avoided as a result of the 
purchase, sale or communication proscribed by such Section; and
(V) 
DISGORGEMENT 
OF 
UNLAWFULLY 
OBTAINED 
PROFITS OR RESTITUTION OF LOSSES AVOIDED THROUGH 
ILLEGAL OR UNAUTHORIZED MEANS, PLUS EQUITABLE OR 
BENEFICIAL INTEREST THEREON, AS MAY BE DETERMINED BY 
THE COMMISSION; and
[(v)] (VI) Other penalties within the power of the Commission to 
impose.
[54.2] 53.2. 
The imposition of the foregoing administrative sanctions shall 
be without prejudice to the filing of criminal charges AND/OR CIVIL 
ENFORCEMENT ACTIONS against those responsible for the violation. THE 
COMMISSION MAY, MOTU PROPRIO OR UPON THE DIRECTIVE OF THE 
DEPARTMENT OF JUSTICE IN THE CRIMINAL CASE OR OF THE COURT 
IN THE CIVIL ENFORCEMENT ACTION, PROHIBIT THE VIOLATOR 
FROM ACTING AS AN OFFICER OR MEMBER OF THE BOARD OF 
DIRECTORS OF ANY ISSUER OF SECURITIES UNDER SUCH TERMS AND 
CONDITIONS AS THE COMMISSION MAY PRESCRIBE.
[54.3] 53.3. The Commission shall have the power to issue writs of execution 
to enforce the provisions of this Section and to enforce payment of the fees and 
other dues collectible under this Code. THE COMMISSION SHALL 
PRESCRIBE THE RULES FOR THE ISSUANCE, ENFORCEMENT AND STAY 
OF SUCH WRITS OF EXECUTION. NO WRIT OF EXECUTION ISSUED 
PURSUANT TO THIS SUBSECTION SHALL BE STAYED BY INJUNCTIVE 
WRIT EXCEPT WHEN ISSUED BY THE COURT OF APPEALS OR THE 
SUPREME COURT."
SECTION 31. 
Sections 55 to 62 are hereby renumbered as Sections 54 to 61 
accordingly.
SECTION 32. 
Section 63 is hereby renumbered as Section 62 and amended to 
read as follows:
"SEC. [63] 62. Amount of Penalties, Damages and Fines to be Awarded. - [63.1]
62.1. XXX
62.4. 
IN CIVIL ENFORCEMENT ACTIONS INSTITUTED BY THE 
COMMISSION PURSUANT TO SUBSECTION 52.1, THE COURT SHALL 
DETERMINE THE AMOUNT OF THE PENALTY IN LIGHT OF THE FACTS 
AND CIRCUMSTANCES. FOR EACH VIOLATION, THE AMOUNT OF THE 
PENALTY SHALL NOT BE LESS THAN ONE HUNDRED THOUSAND 
PESOS (PHPl00,000.00) AND SHALL BE DOUBLE THE AMOUNT OF THE 
TRANSACTION PLUS ACTUAL DAMAGES AND A DAILY FINE OF FIVE


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THOUSAND PESOS (PHP5,000.00) UNTIL SUCH PENALTIES ARE FULLY 
PAID; PROVIDED, FURTHER, THAT IF THE VIOLATION INVOLVED 
FRAUD, DECEIT, MANIPULATION, OR DELIBERATE OR RECKLESS 
DISREGARD OF A REGULATORY REQUIREMENT, THE AMOUNT OF 
THE PENALTY SHALL NOT EXCEED TREBLE THE AMOUNT OF THE 
TRANSACTION AND A DAILY FINE OF SEVEN THOUSAND FIVE 
HUNDRED PESOS (PHP7,500.00) UNTIL SUCH PENALTIES ARE FULLY 
PAID; PROVIDED FINALLY, THAT IF THE VIOLATION INVOLVED 
FRAUD, DECEIT, MANIPULATION, OR DELIBERATE OR RECKLESS 
DISREGARD 
OF 
A 
REGULATORY 
REQUIREMENT 
AND 
SUCH 
VIOLATION DIRECTLY OR INDIRECTLY RESULTED IN SUBSTANTIAL 
LOSSES OR CREATED A SIGNIFICANT RISK OF SUBSTANTIAL LOSSES 
TO OTHER PERSONS, THE AMOUNT OF THE PENALTY SHALL NOT 
EXCEED QUADRUPLE THE AMOUNT OF THE TRANSACTION PLUS 
ACTUAL DAMAGES AND A DAILY FINE OF TEN THOUSAND PESOS 
(PHP10,000.00) UNTIL SUCH PENALTIES ARE FULLY PAID; PROVIDED 
FURTHERMORE, 
THAT IF THE VIOLATOR SELF-REPORTED, SELF- 
REMEDIATED AND FULLY COOPERATED WITH THE COMMISSION'S 
INVESTIGATION, THE MAXIMUM PENALTY SHALL BE ONE-HALF OF 
THE AMOUNTS SPECIFIED ABOVE; PROVIDED, FINALLY, THAT IF THE 
VIOLATOR HAS BEEN FOUND TO HAVE PREVIOUSLY VIOLATED THIS 
CODE, 
ITS 
RULES, 
OR 
THE 
RULES 
OF 
SELF-REGULATORY 
ORGANIZATION, OR HAS BEEN PREVIOUSLY ORDERED BY THE 
COMMISSION OR BY A COURT OF COMPETENT JURISDICTION TO 
DESIST FROM ACTS VIOLATIVE OF THIS CODE, ITS RULES, OR THE 
RULES OF SELF-REGULATORY ORGANIZATION, THE PENALTY SHALL 
NOT EXCEED TREBLE THE AMOUNTS SPECIFIED ABOVE.
62.5. 
PENALTIES IMPOSED UNDER SUBSECTION 62.4 SHALL BE 
PAYABLE TO THE TREASURY EXCEPT AS OTHERWISE PROVIDED IN 
SUBSECTION 62.6 and 62.7.
62.6. 
IF 
THE 
COMMISSION 
IN 
ANY 
JUDICIAL 
OR
ADMINISTRATIVE ACTION BROUGHT BY IT UNDER THIS CODE, 
OBTAINS AN ORDER REQUIRING DISGORGEMENT AGAINST ANY 
PERSON FOR A VIOLATION OF SUCH LAWS OR THE RULES OR 
REGULATIONS 
THEREUNDER, 
OR 
SUCH 
PERSON 
AGREES 
IN 
SETTEEMENT OF ANY SUCH ACTION TO SUCH DISGORGEMENT, AND 
THE COMMISSION ALSO OBTAINS PURSUANT TO SUCH LAWS A CIVIL 
PENALTY AGAINST SUCH PERSON, THE AMOUNT OF SUCH CIVIL 
PENALTY SHALL, ON THE MOTION OR AT THE DIRECTION OF THE 
COMMISSION, 
BE 
ADDED 
TO 
AND 
BECOME 
PART 
OF THE 
DISGORGEMENT FUND FOR THE BENEFIT OF THE VICTIMS OF SUCH 
VIOLATION IN ACCORDANCE WITH THE RULES AND REGULATIONS 
THE COMMISSION SHALL PRESCRIBE THEREFOR.
62.7. FROM THE CIVIL PENALTIES AWARDED AND AFTER ANY 
APPROPRIATE DISGORGEMENT IS MADE, THE COMMISSION SHALL 
PAY AN AWARD TO THE WHISTLEBLOWERS WHO VOLUNTARILY 
PROVIDED ORIGINAL INFORMATION TO THE COMMISSION CRUCIAL 
TO THE ATTAINMENT OF THE JUDGMENT AGAINST THE VIOLATOR 
EQUIVALENT TO NOT LESS THAN TEN PERCENT (10%) AND NOT MORE 
THAN THIRTY PERCENT (30%), OF THE CIVIL PENALTIES AWARDED 
TAKING INTO CONSIDERATION (A) THE SIGNIFICANCE OF THE 
INFORMATION VIS-A-VIS THE SUCCESS OF THE CIVIL ENFORCEMENT
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ACTION, (li) THE DEGREE OF ASSISTANCE PROVIDED BY THE 
WHISTLEBLOWER AND HIS LEGAL REPRESENTATIVE, AND (C) SUCH 
ADDITIONAL FACTORS AS THE COMMISSION MAY ESTABLISH BY 
RULE OR REGULATION.
NO AWARD UNDER THIS SUBSECTION SHALL BE MADE TO ANY 
WHISTLEBLOWER WHO:
(A) IS, OR WAS, AT THE TIME HE ACQUIRED THE ORIGINAL 
INFORMATION, A MEMBER, OFFICER, OR EMPLOYEE OF THE 
COMMISSION, THE DEPARTMENT OF JUSTICE, A SELF- 
REGULATORY 
ORGANIZATION, 
A 
LAW 
ENFORCEMENT 
ORGANIZATION 
OR 
ANY 
SIMILAR 
AGENCY 
OR 
ORGANIZATION;
(B) IS CONVICTED OF A CRIMINAL VIOLATION RELATED TO 
THE CIVIL 
ENFORCEMENT ACTION 
FOR WHICH THE 
WHISTLEBLOWER OTHERWISE COULD RECEIVE AN AWARD 
UNDER THIS SUBSECTION;
(C) GAINS 
THE 
INFORMATION 
THROUGH 
THE 
PERFORMANCE OF AN AUDIT OF FINANCIAL STATEMENTS 
REQUIRED UNDER THIS CODE; OR
(D) FAILS TO SUBMIT INFORMATION TO THE COMMISSION 
IN SUCH FORM AS THE COMMISSION MAY REQUIRE UNDER 
THIS CODE, THE CORPORATION CODE AND THE RULES AND 
REGULATIONS OF THE COMMISSION.
SECTION 33. 
Sections 64 to 65 are hereby renumbered as Sections 63 to 64 
accordingly.
SECTION 34. 
Section 66 is hereby renumbered as Section 65 and amended to 
read as follows:
Sec. [66] 65. Rcvclalion of Informalion Filed with the Commission AND OF
DOCUMENTS/RECORDS RECEIVED FROM A FOREIGN SECURITIES 
REGULATOR -
XXX
[66.5] 
65.5 Notwithstanding anything in Subsection 66.4 to the contrary, on 
request from a foreign SECURITIES REGULATOR of any country whose laws 
grant reciprocal assistance as herein provided, the Commission [may] SHALL 
provide assistance in accordance with this subsection, including the disclosure of 
any informalion filed with or transmitted to the Commission EXERCISING 
SUCH POWER AS PROVIDED IN SECTION 52, if the requesting authority 
states that it is conducting an investigation which it deems necessary to 
determine whether any person has violated, is violating, or is about to violate any 
APPLICABLE laws, RULES AND REGULATIONS, relating to securities or 
commodities matters that the requesting authority administers or enforces. Such 
assistance WILL NOT BE DENIED BASED ON THE FACT THAT THE TYPE 
OF CONDUCT SUBJECT OF THE REQUEST FOR ASSISTANCE WOULD
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NOT CONSTITUTE a violation of APPLICABLE lawS, RULES AND 
REGULATIONS of the Philippines, AS REQUESTED AUTHORITY.
ANY INFORMATION REQUESTED BY THE FOREIGN SECURITIES 
REGULATOR COULD BE USED BY SAID REGULATOR FOR THE 
PURPOSES SET FORTH IN THE REQUEST FOR ASSISTANCE WITHIN 
THE GENERAL FRAMEWORK OF THE USE STATED IN THE REQUEST, 
INCLUDING THE CONDUCT OF ANY CIVIL, ADMINISTRATIVE AND/OR 
CRIMINAL PROCEEDING. IF THE REQUESTING AUTHORITY INTENDS 
TO USE THE INFORMATION FOR ANY PURPOSE OTHER THAN THOSE 
STATED IN THE REQUEST, IT MUST OBTAIN THE CONSENT OF THE 
REQUESTED AUTHORITY.
65.6. THE COMMISSION SHALL NOT DISCLOSE THE EXISTENCE
OF 
A 
REQUEST FOR 
ASSISTANCE 
AS 
WELL 
AS 
ANY
DOCUMENTS/RECORDS OR TESTIMONIES OBTAINED (A) FROM A 
FOREIGN SECURITIES REGULATOR IN CONNECTION TO A REQUEST 
FOR ASSISTANCE MADE BY THE COMMISSION PURSUANT TO A 
MEMORANDUM OF UNDERSTANDING AND OTHER INFORMATION 
SHARING PROCEDURE, AND (B) FOR THE FOREIGN SECURITES 
REGULATOR IN RELATION TO A REQUEST FOR ASSISTANCE 
RECEIVED BY THE COMMISSION PURSUANT TO A MEMORANDUM OF 
UNDERSTANDING 
AND 
OTHER 
INFORMATION 
SHARING
PROCEDURE.
65.7. THE DISCLOSURE OF THE EXISTENCE OF A REQUEST FOR 
ASSISTANCE SHALL BE MADE ONLY WHEN NECESSARY TO CARRY 
OUT SUCH REQUEST. ALL OTHER INFORMATION OBTAINED UNDER 
SECTION 65.6 SHALL BE USED ONLY AS INDICATED IN THE REQUEST 
FOR ASSISTANCE AND IN ACCORDANCE WITH APPLICABLE LAWS, 
RULES AND REGULATIONS, PROVIDED, THAT, THE COMMISSION 
MUST OBTAIN THE CONSENT OF THE FOREIGN 
SECURITIES 
REGULATOR FOR THE USE OF SUCH INFORMATION OTHER THAN FOR 
THE PURPOSES INDICATED IN THE REQUEST.
SECTION 35. 
Section 67 is hereby renumbered as Section 66.
SECTION 36. 
Section 68 is hereby renumbered as Sections 67 and amended to 
read as follows;
"Sec. [68] 67. Special Accoiniling Rules. - The Commission shall have the 
authority to make, amend, and rescind such accounting rules and regulations TO 
BE FOLLOWED BY THE COMPANIES AND THE AUDITORS WHO AUDIT 
THE FINANCIAL STATEMENTS OF THESE COMPANIES, as may be 
necessary to carry out the provisions of this Code, including rules and 
regulations as may be necessary to carry out the provisions of this Code, 
including rules and regulations governing registration statements and 
prospectuses for various classes of securities and issuers, and defining 
accounting, technical and trade terms used in this Code. Among other things, the 
Commission may prescribe the form or forms in which required information shall 
be set forth, the items or details to be shown in the balance sheet and income 
statement, and the methods to be followed in the preparation of accounts, 
appraisal or valuation of assets and liabilities, determination of depreciation and 
depletion, differentiation of recurring and non-recurring income, differentiation
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of investment and operating income, and in the preparation, where the 
Commission deems it necessary or desirable of consolidated balance sheets or 
income accounts of any person directly or indirectly controlling or controlled by 
the issuer, or any person under direct or indirect common control with the issuer. 
THE COMMISSION MAY ALSO REQUIRE THE ACCREDITATION OF THE 
AUDITORS 
OF CERTAIN 
COMPANIES 
REGISTERED WITH THE 
COMMISSION, AND REQUIRING THESE AUDITORS TO BE SUBJECTED 
TO THE COMMISSION'S OVERSIGHT ASSURANCE REVIEW.
SECTION 37.
Section 69 is hereby renumbered as Section 68.
SECTION 38. 
Section 70 is hereby renumbered as Section 69 and amended to read 
as follows:
"SEC. [70] 69. judicial Review o/AND INJUNCTION AGAINST Commission 
Orders. - Any person aggrieved by an order of the Commission may appeal the 
order to the Court of Appeals by petition for review in accordance with the 
pertinent provisions of the Rules of Court. NO COURT BELOW THE COURT 
OF APPEALS SHALL HAVE JURISDICTION TO ISSUE ANY RESTRAINING 
ORDER, PRELIMINARY INJUNCTION OR PRELIMINARY MANDATORY 
INJUNCTION IN ANY CASE, DISPUTE OR CONTROVERSY THAT, 
DIRECTLY OR INDIRECTLY, INTERFERES WITH THE PERFORMANCE BY 
THE COMMISSION OF ITS DUTIES AND RESPONSIBILITIES UNDER 
THIS CODE."
SECTION 39. 
Section 71 is hereby renumbered as Section 70.
SECTION 40. 
Section 72 is hereby renumbered as Section 71 and amended to read 
as follows:
"Sec. [72] 71. Rules and Regulations; EJfeclivihj. - [72.1] 71.1. This Code shall be 
self-executory. To effect the provisions and purposes of this Code, the 
Commission may issue, amend, and rescind such rules and regulations and 
orders necessary or appropriate, including rules and regulations defining 
accounting, technical, and trade terms used in this Code, and prescribing the 
form or forms in which information required in registration statements, 
applications, and reports to the Commission shall be set forth. For purposes of its 
rules or regulations, the Commission may classify persons, securities, and other 
matters within its jurisdiction, prescribe different requirements for different 
classes of persons, securities, or matters, and by rule or order, conditionally or 
unconditionally exempt any person, security, or transaction, or class or classes of 
persons, securities or transactions, from any or all provisions of this Code.
XXX
[72.3] 
71.3. 
For the purpose of Subsection [72.2] 71.2, a purchase by or for 
the issuer or any person controlling, controlled by, or under common control 
with the issuer, or a purchase subject to the control of the issuer or any such 
person, shall be deemed to be a purchase[d] by the issuer. The Commission shall 
have the power to make rules and regulations implementing this subsection.
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including exemptive rules and regulations covering situations in which the 
Commission deems it unnecessary or inappropriate that a purchase of the type 
described in this subsection shall be deemed to be a purchase by the issuer for the 
purpose of some or all of the provisions of Subsection [72.2] 71.2.
"[72.4] 71.4 The rules and regulations promulgated by the Commission 
PURSUANT TO THIS CODE shall be published in [two (2)] A NATIONAL 
newspaper[s] of general circulation in the Philippines, and unless otherwise 
prescribed by the Commission, the same shall be effective fifteen (15) days after 
the date of the last publication."
SECTION 41. 
as follows:
Section 73 is hereby renumbered as Section 72 and amended to read
SEC. 72. Penalties. Any person who violates any of the provisions of this Code, or 
the rules and regulations promulgated by the Commission under authority 
thereof, or any person who, in a registration statement filed under this Code, 
makes any untrue statement of a material fact or omits to state any material fact 
required to be stated therein or necessary to make the statements therein not 
misleading, shall, upon conviction, suffer a fine of not less than [Fifty thousand 
pesos (P50,000.00)[ TWO HUNDRED THOUSAND PESOS (P200,000.00) nor 
more than [Five million pesos (P5,000,000.00)[ TEN MILLION PESOS 
(P10,000,000.00) or imprisonment of not less than seven (7) years nor more than 
twenty-one years, or both, in the discretion of the court. If the offender is a 
corporation, partnership or association or other juridical entity, the penalty may, 
in the discretion of the Court, bo imposed upon such juridical entity and upon the 
officer or officers of such corporation, partnership, association or entity 
responsible for the violation, and if such offender is a non-Filipino citizen, he 
shall, in addition to the penalties prescribed, be deported without further 
proceedings after service of sentence.
SECTION 42.
as follows:
Section 74 is hereby renumbered as Section 73 and amended to read
"Sec. [74] 73. Transitory Provisions. - The Commission, as organized under 
existing laws, shall continue to exist and exercise its powers, functions and duties 
under such laws and this Code: Provided, That until otherwise mandated by a 
subsequent law, the Commission shall continue to regulate and supervise 
commodity futures contracts as provided in Section 11 [and pre-need plans and 
the pre-need industry as provided in Section 16] of this Code.
XXX '
SECTION 43. 
A new provision is inserted in the Code as Section 74 as follows:
"SEC. 74. DESTliUCTION, ALTERATION, OR FALSIFICATION OF 
RECORDS. - ANY PERSON WHO KNOWINGLY ALTERS, DESTROYS, 
MUTILATES, CONCEALS, COVERS UP, FALSIFIES, OR MAKES A FALSE 
ENTRY IN ANY DOCUMENT OR RECORD, IN WHATEVER FORM, AS 
DEFINED BY SECTION 52.3 HEREOF SHALL BE FINED AN AMOUNT
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RANGING 1 ROM FIVE HUNDRED THOUSAND PESOS (PHP500,000.00) TO 
TEN MILLION PESOS (PHP10,000,000.00) AND/OR IMPRISONMENT OF 
FIVE (5) TO TWENTY (20) YEARS, AT THE DISCRETRION OF THE 
COURT."
SECTION 44. 
A new provision is inserted in the Code as Section 75 as follows:
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"SEC. 75. RLTALIATION AGAINST WtUSTLEBLOWLRS. -ANY PERSON 
WHO, KNOWINGLY AND WITH THE INTENT TO RETALIATE, TAKES 
ANY ACTION HARMFUL TO ANOTHER PERSON, INCLUDING BUT NOT 
LIMITED TO INTERFERENCE WITH THE LAWFUL EMPLOYMENT OR 
LIVELIHOOD OF ANY PERSON, FOR PROVIDING ANY TRUTHFUL 
INFORMATION RELATING TO THE COMMISSION OR POSSIBLE 
COMMISSION OF ANY OFFENSE OR VIOLATION UNDER THIS CODE, 
SHALL BE PUNISHED WITH A EINE RANGING FROM FIVE HUNDRED 
THOUSAND 
PESOS 
(PHP500,000.00) 
TO 
ONE 
MILLION 
PESOS 
(PHP1,000,000.00) AND/OR IMPRISONMENT OF FIVE (5) TO TEN (10) 
YEARS, AT THE DISCRETION OF THE COURT."
SECTION 45. hiifilciiiciitiiig Rules ami Regulalio>is. - The Commission shall promulgate 
the necessary rules and regulations for the effective implementation of this Act.
SECTION 46. Separability Clause. - If any provision of this Act is declared invalid or 
unconstitutional, other provisions hereof which are not affected thereby shall continue to be 
in full force and effect.
SECTION 47. Repealing Clause. - Any law, presidential decree or issuance, executive 
order, letter of instruction, administrative order, rule or regulation contrary to or inconsistent 
with any provision of this Act is hereby repealed or modified accordingly.
SECTION 48. Effeclwity Clause. - This Act shall take effect fifteen (15) days after its 
complete publication in the Official Gazelle or in at least two (2) newspapers of general 
circulation, whichever date comes earlier.
Approved.
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