This was in response to the PSE’s request for additional time to elect a new independent director in order to fully scrutinize the qualifications of possible nominees.
The SEC had earlier directed the PSE to complete the 15-man board 15 days after new PSE president Francis Lim assumes office. Lim formally assumed office last Sept. 16.
Jose P. Aquino, head of SEC’s Markets Exchanges Department, said the commission will take the necessary action should the PSE fail to meet the Nov. 12 deadline.
The PSE should have 15 directors, eight of which must be non-brokers, comprised of three independent directors including the president, and persons who represent the interests of issuers, investors and other market participants who are not associated with any broker or dealer or member of the exchange for a period of two years prior to his or her appointment.
The names that will be recommended by the PSE’s nominations and elections committee would be properly screened and must have the clearance of the SEC before they could get nominated.
Under the Securities Regulation Code, an outside director must not have been employed in any executive capacity by a public company, any of its related companies or substantial shareholders within the last five years.
The outside director must not also be a relative of any director, officer or substantial shareholder of a public company.
The outside directors should make sure that the board members act on a fully informed basis, in good faith with due diligence and care and in the best interest of the company.