SEC tightens corporate governance training rules
The Securities and Exchange Commission (SEC) has revised its corporate governance training rules for publicly listed companies and other covered entities, imposing stricter accreditation, reporting and attendance requirements.
Under SEC Memorandum Circular No. 25, series of 2026, all board members and key officers of publicly listed companies (PLCs), public companies (PCs) and registered issuers (RIs) must attend a corporate governance training program at least once every calendar year.
The program should be appropriate to their roles, experience and governance needs.
First-time nominee directors or executive officers vying for key positions must also undergo initial training before their first election or appointment.
Training must cover financial oversight, compliance and ethics, related party transactions, director liabilities and competition law, among others.
Programs may be conducted face-to-face, online or through a hybrid setup. Companies may tap an SEC-accredited Corporate Governance Institutional Training Provider or organize accredited in-house training.
The SEC also laid down accreditation requirements for institutional training providers and their resource speakers.
Institutional training providers will pay a P50,000 processing fee for accreditation, which will be valid for five years, subject to continuing requirements.
They must maintain a training evaluation rating of at least four out of five and remain in good standing.
For in-house training, the accreditation fee is P10,000 for PLCs and P5,000 for PCs and RIs for each application.
The circular also introduces reportorial requirements before and after training.
Accredited providers must generally submit a notice of training at least 10 business days before the scheduled program and a notice of completion within 10 business days after it ends.
The SEC may also send representatives to observe and monitor training sessions.
Companies must disclose the attendance of all directors and key officers in their integrated annual corporate governance report. Relevant training documents, reports and materials must generally be retained for five years.
Violations carry escalating penalties. Nonattendance, for example, means a fine of P10,000 for the first offense, P20,000 for a second and P30,000 for a third, per director or key officer.
Misrepresentation or misinformation carries penalties of P20,000, P30,000 and P50,000, respectively. A fourth offense for the same violation may result in suspension or revocation of SEC accreditation after due notice and hearing.
The new guidelines will take effect on Oct. 1, 2026.
They supersede SEC Memorandum Circular No. 11, Series of 2012, and SEC Memorandum Circular No. 2, Series of 2015.
