SEC updating rules on governance training

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February 19, 2026 | 12:00am

MANILA, Philippines - The Securities and Exchange Commission (SEC) intends to amend its guidelines on mandatory training programs for board members and key officers of companies to enhance good corporate governance practices among businesses.

The commission has issued for public comment the proposed guidelines on the conduct of corporate governance training for board members and key officers of companies, which consolidate and update existing memorandum circulars.

The SEC said the goal of the new guidelines is to provide a more comprehensive and future-ready framework that supports the commission’s push to strengthen corporate governance.

All publicly listed companies, public companies and registered issuers, as well as accredited institutional training providers are covered by the proposed guidelines.

“Through the draft rules, the SEC seeks to introduce more rigorous accreditation standards and expand mandatory training content to reflect current global and domestic governance expectations,” the SEC said.

“It also looks to enhance compliance monitoring and documentation to ensure that governance training is completed and delivered with quality, consistency and relevance,” it said.

Under the proposed rule, mandatory topics for the training of first time directors and key officers must include the revised Organization for Economic Cooperation and Development Principles of Corporate Governance, ASEAN Corporate Governance Scorecard, Code on Corporate Governance, Integrated Annual Corporate Governance Report and the environment, social and governance (ESG) and sustainability reporting.

Also required for the initial training are board responsibilities, protection of minority interests, financial oversight, reporting and audit, compliance and ethics, illegal activities, such as insider trading, short-swing transactions, and conflict of interest, related party transactions, director liabilities, confidentiality obligations and competition law.

The SEC said regulatory updates relevant to the company’s industry, including policies issued by the commission and the Bangko Sentral ng Pilipinas, among others, must be considered when designing a training program.

Subsequent training sessions, which must be tailored to a company’s needs, may expound on the mandatory topics and other corporate governance-related areas.

The trainings, which may be conducted through onsite, online, or hybrid mode, may be organized by the company itself, or by a corporate governance institutional training provider (ITP), and can be accredited by the SEC.

The accreditations are suggested to have corresponding processing fees ranging from P2,000 up to P50,000, with the validity of accreditation of ITPs proposed to be raised from three years to five years.

Aside from the accreditation of ITPs and in-house corporate governance training, resource speakers of ITPs, through the initial or amended application for accreditation of ITPs, must likewise secure accreditation from the SEC under the proposed guidelines.

Penalties proposed for any violation of the provisions of the rules include fines ranging from P1,000 up to P50,000, as well as suspension/revocation of SEC accreditation after due notice and hearing.