Conventus Law published a special report on board oversight and director liability in the Philippines, featuring SyCipLaw’s views on the evolving responsibilities of corporate boards.
The report features insights from SyCipLaw Partner Ricardo Jesus E. Gutierrez in coordination with the Firm’s Corporate Services Department, headed by Partner Benedicto P. Panigbatan.
It explains that, while Philippine law applies the business judgment rule and the threshold for personal director liability remains high, boards are increasingly expected to oversee material enterprise risks.
The report also addresses oversight of cybersecurity and data privacy, artificial intelligence (AI), environmental, social and governance (ESG) commitments and disclosures, and tax risks. It highlights the importance of identifying and monitoring material risks, assigning accountability, establishing escalation procedures, and documenting the board’s responses to significant risks.
For multinational groups operating in the Philippines, the report considers how global governance frameworks interact with directors’ duties under Philippine law. It emphasizes that global policies can inform local governance practices but do not replace compliance with Philippine legal and regulatory requirements.
Looking ahead, the report identifies cybersecurity, particularly as it intersects with AI and data governance, as an area likely to shape expectations of reasonable board oversight. The statutory test for personal liability may remain unchanged even as expectations of reasonable conduct evolve.
Read the full special report on Conventus Law.
