Securities ons Exchange Commission ‘SEC MEMORANDUM CIRCULAR NO. 15_ Series of 2018 TO: NON-STOCK CORPORATIONS, FOUNDATIONS AND OTHER NON- PROFIT ORGANIZATIONS SUBJECT: GUIDELINES FOR THE PROTECTION OF SEC REGISTERED NON- PROFIT ORGANIZATIONS FROM MONEY LAUNDERING AND ‘TERRORIST FINANCING ABUSE (“NPO Guidelines”) CHAPTER I INTRODUCTION, SCOPE AND DEFINITIONS Section 1.1. The Commission issues and adopts these Guidelines to protect Non-Profit Organizations ("NPOs") from money laundering and terrorist financing abuse, enhance its registration and monitoring system in order to obtain the necessary information on NPOs for regulatory and risk assessment purposes, and provide additional measures pursuant to its regulatory and supervisory powers under the Corporation Code of the Philippines (Batas Pambansa Blg. 68), the Securities Regulation Code (RA No. 8799), and other pertinent laws, rules and regulations administered and enforced by the Commission, Section 1.2. Scope. These Guidelines apply to all Non-Stock Corporations registered with the Commission as well as to any Applicant. Section 1.3. Definition of Terms, Except as otherwise defined herein, all terms used shall have the same meaning as those terms that are defined in the Corporation Code of the Philippines and other related laws as well as issuances by the Commission. 1.3.1. “Applicant” - refers to the organization/entity applying for registration with the Commission as a Non-Stock Corporation and any registered corporation applying for amendment to its Articles of Incorporation in order to become a Non-Stock Corporation. 1.3.2. “COP” - refers to the “Certificate of Existence of Program/Acti with the relevant guidelines prescribed by the Commission. ty," in accordance 1.3.3, “Commission’ - refers to the Securities and Exchange Commission. 1.3.4. “Foundation” - refers to a non-stock, non-profit corporation established for the purpose of extending grants or endowments to support its goals and/or raising funds to accomplish charitable, religious, educational, athletic, cultural, literary, scientific, social welfare or other similar objectives. Attics, “rite Years, Nomi, 2B Page 1 of 171.3.5. “Non-Stock Corporation” - refers to a corporation with no authorized capital stock and no part of its income is distributable as dividends to its members, trustees, or officers. 1.3.6. “Non-Profit Organization” (“NPO") - refers to an SEC registered Non-Stock Corporation that primarily engages in raising or disbursing funds for purposes such as charitable, religious, cultural, educational, social or fraternal purposes, or for the carrying out of other types of good works. For purposes of these Guidelines, NPOs shall include Foundations as well as other SEC registered Non-Stock Corporations engaged in the abovementioned activities 1.3.7, “NPO at Risk” - refers to an NPO classified as medium or high risk based on an assessment of the risk factors as stated in Section 4.2, Chapter IV of these Guidelines or in accordance with a risk-based points system that may be developed by the Commission, The Commission may consider such other factors as it may deem material in the assessment of an NPO's risk level. 1.3.8. "Politically Exposed Person” ("PEP") - refers to an individual who is or has been entrusted with a prominent public position /function in: a) the Philippines with substantial authority over policy, operations or the use or allocation of government-owned resources; b) a foreign state, or ©) an international organization. It shall be presumed that a person who has been entrusted with a prominent public Position /function as referenced above shall continue to be considered a PEP, even ifhe or she no longer holds such a position, unless it is clearly shown otherwise. The term “PEP” shall include immediate family members, and close relationships and associates that are reputedly known to have: (1) joint beneficial ownership of a legal entity or legal arrangement with the main/principal PEP, or; (2) sole beneficial ownership of a legal entity or legal arrangement that is known to exist for the benefit of the main/ principal PEP. Immediate family members of PEPs refer to spouse or partner, children and their spouses, parents and parents-in-law, and siblings; Close Associates of PEPs refers to persons who maintain a particularly close relationship with the PEP, and include persons who are in a position to conduct substantial domestic and international financial transactions on behalf of the PEP. Close Associates may include: (1) _ beneficial owners of a legal entity or legal arrangement that is known to exist for the benefit of the main/ principal PEP; (2) business partners or associates, especially those that share beneficial ownership of legal entities or legal arrangements with the PEP; (3) persons who are otherwise connected to the PEP (eg, through joint membership of a company board); (4) prominent members of the same political party, civil organization, labor or employee union as the PEP; (5) persons (sexual and/or romantic) partners outside the family unit (eg. girlfriends, boyfriends, mistresses, etc.). Page 2 0f 171.3.9, "SS" - refers to the “Sworn Statement by the President and Treasurer of the Sources, Amount, and Application of Funds and Program/Activity Planned, Ongoing, and Accomplished,” in accordance with the relevant guidelines and format prescribed by the Commission, 1.3.10. “UN Sanctions List” - refers to the Consolidated United Nations Security Council Sanctions List of countries, persons and/or entities, including all subsequent updates and/or amendments thereto by the United Nations Security Council. CHAPTER IT RISK ASSESSMENT Section 2.1, In order to ensure that NPOs are not misused by terrorist organizations: (i) to pose as legitimate entities; (ii) to exploit legitimate entities as conduits for terrorist financing, including for the purpose of escaping asset freezing measures; or (iii) to conceal or obscure the clandestine diversion of funds intended for legitimate purposes, but diverted for terrorist Purposes, the Commission adopts a risk-based approach in applying focused measures in dealing with identified threats of terrorist financing abuse to NPOs. Section 2.2. The risk-based approach for the protection of NPOs shall include the following: 1. Identifying threats of terrorist financing abuse based on the results of the national risk assessment of the Anti-Money Laundering Council; 2. Identifying vulnerabilities among NPOs based on the types and characteristic features of such NPOs; and 3. Identifying the consequences of such threats and vulnerabilities on NPOs. Section 2.3, The Commission shall ensure that the focused measures to be applied in protecting NPOs from terrorist financing abuse do not unduly disrupt or discourage legitimate charitable activities. Such measures should promote accountability and engender greater confidence among NPOs across the donor communities and with the general public that charitable funds and services reach intended legitimate beneficiaries, Section 2.4. In the event that the Commission identifies certain NPOs as being at risk, it shall adopt enhanced monitoring and supervision measures and require said NPOs the enhanced compliance requirements stated under Section 3.1 of these Guidelines. Section 2.5. The level of risk of NPOs as well as the NPOs at Risk will be periodically re-assessed, as may be necessary based on risk and materiality, to identify vulnerabilities and ensure effective implementation of measures prescribed throughout these Guidelines. The Commission shall ensure that the affected NPO is notified of any subsequent changes in its risk assessment, by way of a notification letter, show cause order, or some other manner the Commission deems fit. Applicants applying for an amendment of their articles of incorporation in accordance with the current rules and procedures of the Commission will be subject to a re-assessment of risk as described in the previous paragraph. Page 3 0f 17