Can our board remove a director for repeated absences, and what SEC filings are required?

Removing a director from a Philippine corporation is a formal corporate governance procedure governed by the Revised Corporation Code. You must have a shareholders' vote to remove a director. You need an affirmative vote of at least two-thirds (2/3) of the outstanding capital stock of the corporation. This vote must take place either at a regular meeting or a special stockholders' meeting specifically called for that purpose. You must provide previous notice to all stockholders of the intention to propose the removal. The notice must specify the time, place, and the agenda item regarding the removal. It is recommended that you elect the replacement during the same meeting where the removal occurs. Once the vacancy is created by the removal, the stockholders can proceed to elect a replacement director. If your corporation uses cumulative voting, this rule still applies to the election of the new director. Once the removal and replacement are official, you must update the Securities and Exchange Commission (SEC) records to remain in good standing and avoid penalties. You are required to file an Amended GIS with the SEC. This filing must be done within thirty (30) days from the date the change occurred. Filings are typically submitted through the SEC’s online platforms, such as eFAST or eSPARC, depending on current commission protocols. Note that before proceeding, review your corporation’s By-laws. They may contain specific rules regarding notice periods, proxy procedures, and the manner of calling meetings that are stricter than the general provisions of the RCC. Given that this involves corporate governance and potential minority shareholder rights, it is highly advisable to have your corporate secretary or legal counsel review the minutes and the notice of the meeting to ensure everything is documented correctly.