May directors or trustees attend and vote at board meetings via proxy or remote communication?
Directors or trustees cannot attend or vote by proxy at board meetings, as their personal deliberation and judgment are deemed essential to the board’s function (SEC. 52, Revised Corporation Code of the Philippines). However, directors or trustees who are unable to physically attend a meeting can participate and vote through remote communication, such as videoconferencing or teleconferencing. This modern allowance requires the chosen method to provide them with reasonable opportunities to participate, balancing personal presence requirements with technological flexibility. Directors must also recuse themselves from voting on any related party transaction in which they have a potential interest.
30 October 2025
About Nicolas and De Vega Law Offices
Nicolas and De Vega Law Offices is a full-service law firm in the Philippines. You may visit us at the 16th Flr., Suite 1607 AIC Burgundy Empire Tower, ADB Ave., Ortigas Center, 1605 Pasig City, Metro Manila, Philippines. You may also call us at +632 84706126, +632 84706130, +632 84016392 or e-mail us at [email protected]. Visit our website https://ndvlaw.com/.
