| |
(g) 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) 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) Issue cease and desist
orders to prevent fraud or injury to the investing public;
(j) 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;
(k) Compel the officers of any
registered corporation or association to call meetings of
stockholders or members thereof under its supervision;
(I) 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;
(m) 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
(n) 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.
5.2. The Commission’s
jurisdiction over all cases enumerated under Section 5 of
Presidential Decree No. 902-A is hereby transferred to the Courts of
general jurisdiction or the appropriate Regional Trial Court:
Provided, That the Supreme Court in the exercise of its authority
may designate the Regional Trial Court branches that shall exercise
jurisdiction over these cases. The Commission shall retain
jurisdiction over pending cases involving intra-corporate disputes
submitted for final resolution which should be resolved within one
(1) year from the enactment of this Code. The Commission shall
retain jurisdiction over pending suspension of
payments/rehabilitation cases filed as of3O June 2000 until finally
disposed.
SEC. 6. Indemnification and
Responsibilities of Commissioners.- 6.1. The Commission
shall indemnify each Commissioner and other officials of the
Commission, including personnel performing supervision and
examination functions for all costs and expenses reasonably incurred
by such persons in connection with any civil or criminal actions,
suits or proceedings to which they may be or made a party by reason
of the performance of their functions or duties, unless they are
finally adjudged in such actions or proceedings to be liable for
gross negligence or misconduct.
In the event of settlement or compromise, indemnification shall be
provided only in connection with such matters covered by the
settlement as to which the Commission is advised by external counsel
that the persons to be indemnified did not commit any gross
negligence or misconduct.
The costs and expenses incurred in defending the aforementioned
action, suit or proceeding may be paid by the Commission in advance
of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of the Commissioner,
officer or employee to repay the amount advanced should it
ultimately be determined by the Commission that he/she is not
entitled to be indemnified as provided in this subsection.
6.2. The Commissioners, officers
and employees of the Commission who willfully violate this Code or
who are guilty of negligence, abuse or acts of malfeasance or fail
to exercise 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,
negligence, abuse, malfeasance, or failure to exercise extraordinary
diligence.
Similar responsibility shall apply to the Commissioners, officers
and employees of the Commission for (I) 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: Provided, however, That any data or
information required to be submitted to the President and/or
Congress or its appropriate committee, or to be published under the
provisions of this Code shall not be considered confidential.
SEC. 7. Reorganization. - 7.1.
To achieve the goals of this Code, consistent with Civil Service
laws, the Commission is hereby authorized to provide for its
reorganization, to streamline its structure and operations, upgrade
its human resource component and enable it to more efficiently and
effectively perform its functions and exercise its powers under this
Code.
7.2. All positions of the
Commission shall be governed by a compensation and position
classification systems and qualification standards approved by the
Commission based on a comprehensive job analysis and audit of actual
duties and responsibilities. The compensation plan shall be
comparable with the prevailing compensation plan in the Bangko
Sentral ng Pilipinas and other government financial institutions and
shall be subject to periodic review by the Commission no more than
once every two (2) years without prejudice to yearly merit reviews
or increases based on productivity and efficiency. The Commission
shall, therefore, be exempt from laws, rules, and regulations on
compensation, position classification and qualification standards.
The Commission shall, however, endeavor to make its system conform
as closely as possible with the principles under the Compensation
and Position Classification Act of 1989 (Republic Act No. 6758, as
amended).
CHAPTER III
REGISTRATION OF SECURITIES
SEC. 8. Requirement of Registration of
Securities. - 8. 1. Securities shall not be sold or
offered for sale or distribution within the Philippines, without a
registration statement duly filed with and approved by the
Commission. Prior to such sale, information on the securities, in
such form and with such substance as the Commission may prescribe,
shall be made available to each prospective purchaser.
8.2.
The Commission may conditionally approve the registration
statement under such terms as it may deem necessary.
8.3. The Commission may specify’
the terms and conditions under which any written communication,
including any summary prospectus, shall be deemed not to constitute
an offer for sale under this Section.
8.4. A record of the
registration of securities shall be kept in a Register of Securities
in which shall be recorded orders entered by the Commission with
respect to such securities. Such register and all documents or
information with respect to the securities registered therein shall
be open to public inspection at reasonable hours on business days.
8.5. The Commission may audit
the financial statements, assets and other information of a firm
applying for registration of its securities whenever it deems the
same necessary to insure full disclosure or to protect the interest
of the investors and the public in general.
SEC. 9. Exempt Securities, - 9.1.
The requirement of registration under Subsection 8.1 shall not as a
general rule apply to any of the following classes of securities:
(a) Any security issued or
guaranteed by the Government of the Philippines, or by any political
subdivision or agency thereof, or by any person controlled or
supervised by, and acting as an instrumentality of said Government.
(b) Any security issued or
guaranteed by the government of any country with which the
Philippines maintains diplomatic relations, or by any state,
province or political subdivision thereof on the basis of
reciprocity: Provided, That the Commission may require compliance
with the form and content of disclosures the Commission may
prescribe.
(c) Certificates issued by a
receiver or by a trustee in bankruptcy duly approved by the proper
adjudicatory body.
(d) Any security or its
derivatives the sale or transfer of which, by law, is under the
supervision and regulation of the Office of the Insurance
Commission, Housing and Land Use Regulatory Board, or the Bureau of
Internal Revenue.
(e) Any security issued by a
bank except its own shares of stock.
9.2. The Commission may,
by rule or regulation after public hearing, add to the foregoing any
class of securities if it finds that the enforcement of this Code
with respect to such securities is not necessary in the public
interest and for the protection of investors.
Next Pages
|
|
