The Securities and Exchange Commission (SEC) has issued SEC Memorandum Circular No. 25, series of 2026, introducing stricter corporate governance training rules and accreditation requirements. Taking effect on October 1, 2026, these revised guidelines apply to all publicly listed companies (PLCs), public companies (PCs), and registered issuers (RIs) across the Philippines.
Here is a breakdown of the updated regulatory requirements, accreditation processes, reporting mandates, and non-compliance penalties under SEC MC 25-2026.
Mandatory Annual Corporate Governance Training
Under the new rules, every board member, director, and key executive officer of covered entities must complete an accredited corporate governance training program at least once per calendar year.
Key highlights of the training requirement include:
Pre-Election Requirements: First-time nominee directors and executive officers must complete an initial training program before their official election or appointment.
Core Curriculum: Mandatory topics must cover critical corporate governance areas, including financial oversight, regulatory compliance, business ethics, related-party transactions (RPTs), director liabilities, and competition law.
Flexible Learning Formats: Training sessions can be conducted via face-to-face, online, or hybrid setups.
Sourcing: Companies can hire an SEC-accredited Institutional Training Provider or apply to host accredited in-house training sessions.
Accreditation Guidelines for Providers & In-House Programs
The SEC has instituted rigorous accreditation standards for corporate governance institutional training providers, resource speakers, and internal corporate training setups to ensure high-quality education:
Institutional Training Providers: Accreditation costs ₱50,000, remains valid for five (5) years, and requires providers to maintain at least a 4 out of 5 evaluation rating from participants.
In-House Corporate Governance Training: PLCs must pay an accreditation fee of ₱10,000 per application, while PCs and RIs pay ₱5,000.
Stricter Reporting Requirements and SEC Oversight
To increase transparency, SEC Memorandum Circular No. 25 introduces mandatory pre- and post-training reportorial filings:
Pre-Training Notice: Accredited providers must submit a formal notice of training at least 10 business days prior to the scheduled session.
Post-Training Notice: A completion report must be filed within 10 business days following the program’s conclusion.
Regulatory Monitoring: Authorized SEC representatives are permitted to observe and monitor training sessions without prior notice.
Annual Disclosures: Companies must report the annual attendance of all directors and key officers in their Integrated Annual Corporate Governance Report (I-ACGR).
Document Retention: All training certificates, materials, and compliance reports must be retained for at least five (5) years.
Penalties for Non-Compliance and Violations
The SEC imposes escalating financial fines and administrative penalties per director or officer for non-compliance:
Source: https://www.sec.gov.ph/
