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What does consent mean under the Data Privacy Act of 2012?

Consent is a freely given, specified and informed indication of will that the data subject gives to the collection or processing of his/her personal data.

Construing the foregoing, the National Privacy Commission opined that, if it is not clear, it is not consent. Moreover, the law explicitly requires that consent must be in writing, recorded or in electronic form. Apart from these modes, there can be no valid consent. Implied consent is not permissible. Neither is a blanket consent allowed.

Parenthetically, as an added information, consent may be given not only by the data subject (an individual whose personal information is or will be processed) but also by his duly authorized representative or agent.

Given these, one may ask: Must covered entities require a documented consent every time a closed circuit television (cctv, for short) captures the data subject? What about a recorded telephone conversation where the data subject is informed that it will be recorded and yet he/she still proceeds with the call without expressly uttering the word “yes”, does it amount to an implied consent? The answer to these questions is in the negative. In these situations, consent in a way is substituted by operational practicability. For, it is impracticable nay impossible to document consent in every single moment that a cctv records information. And, proceeding with the call in a recorded phone conversation where the caller is informed of the recording is also acceptable.

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The Revised Corporation Code of the Philippines

With the enactment of this new code of law on corporations, several reforms and innovations have been introduced and integrated with the aim of enhancing the ease of doing business in the Philippines. I will be discussing only some of these notable innovations and reforms and leave it to the experts to elaborate more.

Under the new system of law, a single person can now form a one-person corporation (Sections 115-132) thereby logically and expressly lifting the minimum number of incorporators from five to one person (Section 10). Likewise, companies are allowed to exist in perpetuity (Section 11). The fear before was that corporations may become so powerful that they may even rival the State; hence, the restrictions under the previous set-up. This is not the norm anymore.

Proceeding further, as a rule, there is no more minimum capital stock for stock corporations (Section 12) either.

The corporate name verification system with the “confusingly similar” standard has shifted to the “distinguishability test” (Section 17). Moreover, companies engaged in business impressed with public interest like those covered by the Securities Regulations Code, banks and quasi-banks, etc. shall now be required to have independent directors constituting at least 20% of the composition of their board (Section 22). In still other instances, compliance officers are appointed in companies.

Shareholder voting in absentia or conducted through remote communication is now statutorily permissible (Section 23). Early on, even prior to the passage of the new legal code on corporations, the Securities and Exchange Commission had long issued guidelines on teleconferencing and video conferencing which the Honorable Supreme Court took judicial notice of in a 2005 case.

On another point, the new system of law has also expanded the grounds for disqualification of directors (Section 26). Moving on, close (family) corporations are required to have a maximum number of 20 shareholders. Permit me to end the discussion for now.