SEC Moves to Toughen Standards for Philippine Corporate Directors
•February 18, 2026
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Why It Matters
Enhanced director education aims to raise boardroom accountability and align Philippine companies with global best practices, potentially improving investor confidence and ESG performance.
Key Takeaways
- •SEC mandates new training for first‑time directors and officers.
- •Curriculum adds OECD, ASEAN, and ESG governance standards.
- •Accredited providers' validity extended to five years, fees introduced.
- •Non‑compliance fines up to ₱50,000, possible accreditation revocation.
- •Exemptions for foreign‑trained speakers with disclosed attendance.
Pulse Analysis
The SEC’s initiative reflects a broader shift in Southeast Asia toward tighter corporate governance oversight. Historically, Philippine boardrooms have relied on ad‑hoc seminars, leaving gaps in knowledge of evolving international standards. By codifying a mandatory curriculum that mirrors OECD principles and the ASEAN Corporate Governance Scorecard, the regulator seeks to standardize director competence across sectors, reducing regulatory arbitrage and signaling to foreign investors that the market is maturing.
Embedding ESG reporting, insider‑trading rules, and competition law into the core training equips directors with the tools to navigate complex risk landscapes. As investors increasingly demand transparent sustainability metrics, boards that understand ESG frameworks can better integrate material disclosures, potentially lowering capital costs. Moreover, the focus on technical compliance helps mitigate legal exposure, fostering a culture of proactive oversight rather than reactive remediation.
For training providers, the five‑year accreditation extension and structured fee schedule create a more predictable business environment, encouraging the development of specialized, high‑quality programs. However, the penalty regime—fines up to ₱50,000 and possible revocation—introduces a compliance imperative that could drive providers to enhance content rigor. Companies that adopt the new standards early may gain a competitive edge, showcasing superior governance practices in their annual reports and attracting capital from ESG‑focused funds.
SEC moves to toughen standards for Philippine corporate directors
The Securities and Exchange Commission (SEC) is moving to overhaul the training requirements for corporate board members and executives, proposing a new set of guidelines aimed at aligning local boardrooms with international governance standards.The regulator released a draft memorandum circular on Feb. 5 for public comment, outlining a comprehensive framework for mandatory training programs, the accreditation of institutional providers, and the certification of individual resource speakers. SEC said the move is part of an effort to centralize existing rules and introduce more rigorous oversight of the programs that shape how the country’s largest companies are managed.Under the proposed rules, the SEC will expand the mandatory curriculum for first-time directors and key officers to include modern regulatory priorities. These include the revised Organisation for Economic Co-operation and Development Principles of Corporate Governance, the ASEAN Corporate Governance Scorecard, and specific frameworks for environmental, social, and governance (ESG) reporting. The curriculum will also emphasize technical legal compliance, covering topics such as insider trading, short-swing transactions, conflict-of-interest rules, and competition law.According to the SEC, the guidelines apply to all publicly listed companies, public companies, and registered issuers. Beyond the initial training, the SEC is also pushing for subsequent sessions tailored to industry-specific needs, incorporating updates from the Bangko Sentral ng Pilipinas and other relevant agencies. These programs can be conducted in person, online, or through hybrid formats, provided they are organized by an SEC-accredited institutional training provider or an approved in-house program.The SEC is also proposing changes to the administrative side of these requirements. Accreditation for institutional training providers (ITPs) will see its validity extended to five years from the current three years. However, this comes with a structured fee schedule for processing accreditations, ranging from ₱2,000 to ₱50,000. Individual resource speakers must also secure Commission approval, either through the ITP’s initial application or an amended filing.To ensure compliance, the regulator is introducing a penalty scale for violations. Fines for non-compliance will range from ₱1,000 to ₱50,000, and the SEC reserves the power to suspend or revoke accreditations following due notice and a hearing. Certain exemptions remain for directors or officers who serve as accredited speakers or those who attend foreign training sessions, provided they disclose proof of attendance in their annual corporate governance reports.
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