Philippines – SEC Revises Corporate Governance Training Rules
The Securities and Exchange Commission (“SEC”) has issued Memorandum Circular No. 25, Series of 2026 (the “Circular”), which introduces amendments to the guidelines on the conduct of corporate governance training and the accreditation of institutional training providers (“ITPs”), resource speakers, and in-house corporate governance training programs.
Corporate Governance Training
Under the Circular, members of the board of directors and key officers, as defined in the respective By-laws, of publicly listed companies (“PLCs”), public companies (“PCs”) and registered issuers (“RIs”), are required to undergo corporate governance training appropriate to the participants’ roles, experience, and governance responsibilities, at least once every calendar year.
First-time nominee-directors and executive officers vying for key positions, must also complete initial training before their first election or appointment. The initial training must cover prescribed topics including corporate governance, financial oversight, compliance and ethics, board responsibilities, related party transactions, director liabilities, confidentiality, and competition law.
This initial training is separate from the company’s own onboarding or orientation program, which must still be conducted within the year of the director’s or officer’s first assumption of office.
A director or key officer shall, however, be exempt from the requirement to attend a corporate governance training and be deemed to have complied with this requirement if the director or key officer:
- is an accredited resource speaker who conducts at least one accredited training during the year and maintains compliance with the continuing accreditation requirements;
- attends a global corporate governance training or forum, subject to the required disclosure and post-training requirements; or
- attends corporate governance training conducted or jointly conducted with another Philippine regulator, subject to the applicable post-training reporting requirements.
Training Conduct and Modalities
Covered companies may obtain training through an SEC-accredited ITP or conduct their own in-house corporate governance training. The training may be conducted face-to-face, online, and by hybrid training arrangements.
All training programs must be duly accredited by the SEC itself, whether conducted by an ITP or in-house. The Circular, however, exemptsinstitution-specific onboarding or orientation and internal governance programs involving confidential and commercially sensitive information.
The Circular also imposes a continuing website disclosure requirement following the completion of training. A press release or report on the successful conduct of the training must be uploaded to the company’s website within thirty (30) calendar days from the last day of the accredited in-house training.
Companies are required to reflect the attendance of their directors and key officers in the Integrated Annual Corporate Governance Report (I-ACGR) for PLCs and the ACGR for PCs and RIs.
Administrative Penalties
The Circular penalizes violations of the Circular including failures relating to accreditation and amendment applications, pre- and post-training reporting, retention of required documents, use of non-accredited resource speakers, non-attendance of required participants, misrepresentation or misinformation in reports and disclosures, and other violations identified under the Circular.
The Circular took effect on 01 October 2026 and replaces the SEC’s previous rules on corporate governance training. A full text of the Circular may be accessed through this link.
For further information, please contact:
Fernand Joseph D. Miranda, Partner, Cruz Marcelo & Tenefrancia
fd.miranda@cruzmarcelo.com
