Revised Guidelines on the Conduct of Corporate Governance Training and the Accreditation of Institutional Training Providers, Resource Speakers, and In-House Corporate Governance Training

[Logo: Securities and Exchange Commission PHILIPPINES]

SEC MEMORANDUM CIRCULAR NO. 25 Series of 2026

TO : ALL PUBLICLY LISTED COMPANIES, PUBLIC COMPANIES, REGISTERED ISSUERS AND ACCREDITED INSTITUTIONAL TRAINING PROVIDERS

SUBJECT : REVISED GUIDELINES ON THE CONDUCT OF CORPORATE GOVERNANCE TRAINING AND THE ACCREDITATION OF INSTITUTIONAL TRAINING PROVIDERS, RESOURCE SPEAKERS, AND IN-HOUSE CORPORATE GOVERNANCE TRAINING

WHEREAS, the Securities and Exchange Commission (SEC), in pursuit of its goal to strengthen oversight of governance education across covered entities and align with the international best practices, pursuant to its regulatory authority to set rules and regulations under Section 179(d) and (o) of Republic Act No. 11232, otherwise known as the Revised Corporation Code of the Philippines (RCCP);

WHEREAS, in the exercise of such authority to promote good corporate governance, the Commission deems it necessary to amend its rules on the guidelines on the conduct of corporate governance training and the accreditation of institutional training providers, resource speakers, and in-house corporate governance training;

NOW, THEREFORE, the Commission, pursuant to its regulatory authority under Section 179(d) and (o) of the RCCP, resolved to issue the following guidelines:

Section 1. SCOPE AND COVERAGE

This Memorandum Circular shall cover all publicly listed companies (PLC), public companies (PC), registered issuers (RI) and accredited institutional training providers (ITP).

Section 2. CORPORATE GOVERNANCE TRAINING PROGRAM

A. Key Considerations in Designing a Corporate Governance Training Program

The company’s orientation and continuing training programs shall be developed with careful attention, at the minimum, to the following factors:

1. Mandatory topics for first-time directors and key officers;
2. Company’s training policies and established guidelines;
3. Results of the training and development needs assessment and evaluation of the board, its committees, individual directors and key officers;
4. Strategic goals of the company, both the short and long-term;
5. Regulatory updates relevant to the company’s industry (e.g., SEC, Bangko Sentral ng Pilipinas, Insurance Commission, Bureau of Internal Revenue, Employees’ Compensation Commission, National Privacy Commission (NPC), Department of Environment and Natural Resources, Philippine Competition Commission, among others);
6. Corporate Governance and Sustainability-related issues affecting the industry; and
7. Specific topics requested or selected by the company from available course offerings.

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B. Required Attendance to Corporate Governance Trainings

All members of the Board and key officers—defined by the By-laws of covered entities shall be required to attend, at least once every calendar year, a corporate governance training program appropriate to their role, experience, and governance needs, provided that such programs remain aligned with the objectives of this Circular.

The required attendees, number of training hours and the recognition of the training attended in another covered company, in cases where there are multiple directorships or officerships, as compliance with the training requirement under this Circular shall conform with the company’s training policies.

C. Mandatory Topics

1. Initial Training

A first-time nominee-director or executive officer vying for key position must have undergone initial training prior to his/her first election or appointment, covering an overview of the following topics: a) Revised OECD Principles of Corporate Governance; b) ASEAN Corporate Governance Scorecard; c) Code on Corporate Governance for PLCs or for PCs and RIs; d) Integrated Annual Corporate Governance Report (I-ACGR) for PLCs or ACGR for PCs and RIs; e) ESG and sustainability reporting; f) Board responsibilities; g) Protection of minority interest; h) Financial oversight, reporting and audit; i) Compliance and ethics; j) Illegal activities of corporations, directors and key officers; (1) Insider trading; (2) Short-swing transactions; and (3) Conflict of interest; k) Related party transactions; l) Director liabilities; m) Confidentiality obligations; and n) Competition Law.

The aforementioned initial training shall supplement and without prejudice to the onboarding or orientation program determined under the company’s training policies, which shall be conducted within the year of first assumption.

2. Subsequent Training

Subsequent training may provide deeper coverage of the above topics and other corporate governance-related areas. These shall be tailored to the company’s specific needs, taking into account the key factors identified under Section 2.A (Key Considerations in Designing a Corporate Governance Training Program)

D. Conduct of Training

1. The company’s initial and subsequent training may be organized by either: a) Corporate Governance Institutional Training Provider (CG-ITP) - facilitated by an SEC-accredited external organization; or b) In-house - organized and conducted by the company itself.
2. Training may be conducted through the following modalities:

a) Face-to-Face (Onsite) b) Virtual (Online) c) Combination of Onsite and Online (Hybrid). 3. All training programs, whether conducted in-house or by a CG-ITP, shall be duly accredited by the Commission after complying with Section 3 (Accreditation).

Section 3. ACCREDITATION

The Commission shall approve the application for initial accreditation of the CG-ITP and its Resource Speaker. The CG-ITP’s renewal and amendment as well as the In-House Training on Corporate Governance shall be approved by the Corporate Governance and Finance Department or the Department processing the accreditation, subject to compliance with the criteria and requirements set forth herein.

A. Institutional Training Providers

A formally organized institution, duly registered with the Commission and established for the purpose of conducting training programs — including those on corporate governance — may submit to the Commission through its authorized representative an application for accreditation.

1. Application Requirements a) A written application for accreditation as an institutional training provider of corporate governance training, supported by the following: (1) Certification of Compliance with the requirements of the Commission, affirming that the institution: (i) is capable and competent to serve as an accredited institutional training provider; (ii) formally organized to conduct training activities; (iii) has an adequate track record of successfully delivering training programs, including those relevant to corporate governance; (iv) possesses sufficient resources, as evidenced by its latest financial statements; (v) maintains a sound business plan, reflected in its program offerings, rosters of competent resource speakers, and the corresponding training fees; (vi) adopts good corporate governance practices, as demonstrated through its, website, financial reporting, governance disclosures, sustainability practices and related disclosures; (vii) is in good standing and has no derogatory information, as evidenced by the certificate issued by the relevant monitoring department of the Commission; (viii) has the capacity to monitor and comply with the reportorial requirements of the Commission for Accredited Institutional Training Provider; (ix) can submit its intended course materials; and (x) has a feasible date to conduct a dry run, upon request by the Commission. (2) Articles of Incorporation or Partnership for Partnerships; (3) Sustainability Report; (4) Link to the Company’s website; (5) Business Plan; (6) Profile of eligible resources speakers and matrix of speakers vis-a-vis topics to be discussed; (7) System of monitoring of attendance and evaluation of training; (8) Training materials; and (9) Certificate of Good Standing and Certificate of No Derogatory Record.

b) Accreditation Fee — A processing fee of Fifty Thousand Pesos (PhP50,000.00) upon submission of the complete documentary requirements under Section 3.A.1.a (Application Requirements for the Accreditation of ITPs).

2. Document Submission and Accessibility — All required documents, reports and materials shall be stored in a secure drive or cloud repository that is accessible to the Commission at any time and shall be retained for the entire duration of the accreditation. Access which will be granted to the Commission shall be read-only and the security controls shall be no less stringent than those required under NPC Circular No. 16-01. Any breach shall be notified to both the Commission and the covered entity within seventy-two (72) hours of discovery. Recordings and materials submitted to the Commission shall remain the intellectual property of the submitting company. Companies may redact commercially sensitive, legally privileged, or DPA-covered content, provided the redactions do not obscure coverage of the mandatory topics.

3. Validity Period — The accreditation granted by the Commission to an ITP shall be valid for a period of five (5) years, subject to compliance with Section 3.A.4 (Continuing Accreditation Requirements).

4. Continuing Accreditation Requirements — An Accredited ITP must maintain its accreditation by complying with the continuing requirements of the Commission: a) The ITP should ensure full compliance with the reportorial requirements under Section 4; b) The ITP should ensure that its roster of resource speakers also comply with their continuing accreditation requirement under Section 3.B.1.b (Continuing Accreditation Requirements for ITP Speakers).; c) The ITP maintains its quality with a rating from evaluation of at least 4 out of 5; and d) The ITP maintains its good standing and no derogatory record.

5. Renewal Requirements a) Written Application — A written application for renewal of accreditation as an accredited institutional training provider of corporate governance training, supported by the updated documentary requirements set forth under Section 3.A.1 (Application Requirements for the Accreditation of ITPs). b) Renewal Fee — The corresponding processing fee shall be paid upon filing of the complete documentary requirements within six (6) months and at least thirty (30) days prior to the date of expiration of its SEC-accreditation. (1) For ITPs in Good Standing (i.e., without violations of this Circular, free from any derogatory information during the validity of its accreditation), the renewal processing fee shall be Twenty-Five Thousand Pesos (PhP25,000.00) or equivalent to fifty percent (50%) of the standard accreditation fee. (2) For ITPs with violations, the standard accreditation fee of Fifty Thousand Pesos (PhP50,000.00) shall apply. (3) The Good Standing status shall refresh every renewal period. c) Filing Date — The written application for renewal with complete documentary requirements shall be filed within six (6) months to thirty (30) calendar days prior to its date of expiration of its accreditation. d) Validity Period — The renewed accreditation shall be valid for a fresh period of five (5) years, subject to compliance with Section 3.A.4 (Continuing Accreditation Requirements).

B. Resource Speakers

Resource speakers who are considered experts in their field may be accredited upon proof of expertise on the subject matter.

1. ITP’s Roster of Speakers a) Application Requirements (1) Qualifications — All resource speakers must meet the following minimum qualifications: (a) Possess relevant experience or training in the subject matter(s) to be discussed; (b) Have no pending criminal, administrative, or regulatory case involving moral turpitude, fraud, or corporate governance violations; and (c) Have attended at least one (1) roundtable discussion or Corporate Governance Forum conducted by the Commission within a year;

(2) Documentary Requirements — The documentary requirement for the accreditation of speaker shall form part of the requirements enumerated under Section 3.A.1 (Application Requirements for the Accreditation of ITPs) or under Section 3.B.2 (Amendment in the ITP Accreditation) a) Accreditation Fee — A processing fee of Two Thousand Pesos (PhP2,000.00) per resource speaker shall be paid upon submission of the complete documentary requirements under Section 3.A.1 (A Application Requirements for the Accreditation of ITPs).Continuing Accreditation Requirements — All accredited resource speakers shall: (1) attend at least one (1) roundtable discussion or Corporate Governance Forum conducted by the Commission in a year; and (2) obtained an average mark of at least four (4) or “above average”. b) Validity Period — The accreditation granted by the Commission to the resource speaker shall be valid for as long as the resource speaker remains included in an accredited ITP’s roster and compliant with the continuing accreditation requirements under Section 3.B.1.b.

2. Amendment in the Pool of Resource Speakers Any change in the ITP’s roster of speakers may be applied through amendment of its accreditation. a) Application Requirements — Any change, addition, or removal of a speaker in the roster of accredited resource speakers may be granted upon application for amendment showing proof of compliance with Section 3.B.1 (Application Requirements for ITP Speakers). (1) Application for amendment supported by: (a) Profile of the new or additional speaker; and (b) Proof of competence. (2) Amendment Fee — The corresponding processing fee shall be paid upon filing of the complete documentary requirements at least thirty (30) days prior to the date of scheduled training to be conducted by the ITP speaker-applicant. (a) A processing fee of Ten Thousand Pesos (PhP10,000) shall apply for each request for amendment; and (b) An additional fee of Two Thousand Pesos (PhP2,000) shall apply per new or returning resource speaker. b) Filing Date — The application for amendment shall be filed to the Commission at least thirty (30) calendar days prior to the training where the subject speaker/s will be engaged. c) Validity Period — The amended accreditation shall be valid for as long as the speaker remains included in an accredited ITP’s roster and complies with continuing accreditation requirements.

C. In-House Corporate Governance Training

A formally organized institution, duly registered with the SEC and covered by or with intent to be covered by this Circular may submit to the Commission through its authorized representative an application for accreditation of its in-house training or for its group or conglomerate.

1. Application Requirements a) A written application for accreditation of the company’s in-house corporate governance training, which may include multiple sessions within the calendar year, supported by the following: (1) Certification of Compliance with the requirements of the Commission, affirming that the company: (a) is capable and competent to conduct in-house training activities; (b) has an adequate track record of successfully delivering training programs, including those relevant to corporate governance; (c) has considered Section 2 (Corporate Governance Training Program) in designing its training program; (d) it could guarantee qualified line-up of speakers, who can effectively deliver, as a minimum, the required training in accordance with the Code of Corporate Governance and Section 2.C (Mandatory Topics); (e) adopts good corporate governance practices, as demonstrated through its, website, financial reporting, governance disclosures, sustainability practices and related disclosures; and (f) has the capacity to monitor and comply with the reportorial requirements relevant to the training following: (i) Safeguard the integrity of the training; (ii) Record and properly document the training; (iii) Store for safekeeping the recording; (iv) Forward to the Commission the training link; and (v) Share to the Commission a copy of the recording. (2) Training program/s, which may include initial and subsequent training; (3) Course outline/s; (4) Training materials; (5) Credentials in conducting in-house trainings; and (6) Profile of resource speakers and proof of qualification; (7) System of monitoring of attendance and evaluation of training; and (8) Venue, if onsite and/or meeting link, if online or hybrid.

b) Accreditation Fee — A processing fee of Ten Thousand Pesos (PhP10,000) for PLCs and Five Thousand (PhP5,000) for PCs and RIs. shall apply for each application for accreditation of in-house training, which may include multiple sessions within the calendar year. For multiple sessions spanning over multi-year, computation of accreditation fees shall be on a per calendar year basis.

2. Document Submission and Accessibility All required documents, reports and materials under Sections 3 and 4 shall be stored in a secure drive or cloud repository that is accessible to the Commission at any time and shall be retained for a period of at least five (5) years. Access to be granted to the Commission shall be read-only and the security controls shall be no less stringent than those required under NPC Circular No. 16-01. Any breach shall be notified to both the Commission and the covered entity within seventy-two (72) hours of discovery. Recordings and materials submitted to the Commission shall remain the intellectual property of the submitting company. Companies may redact commercially sensitive, legally privileged, or DPA-covered content, provided the redactions do not obscure coverage of the mandatory topics.

A link to the shared files—or to the company’s official website, if the document is available there—must be provided as part of the application.

3. Filing Date — The complete application for accreditation shall be filed at least thirty (30) calendar days prior to the scheduled training.

4. Validity Period — The accreditation granted by the Commission to a company for its in-house training shall be valid for the date or period of in-house training applied for.

Section 4. REPORTORIAL REQUIREMENTS

To ensure compliance with Section 2 (Corporate Governance Training Program), the ITP and company with accredited in-house training shall comply with the following:

A. Pre-Training

1. Proposed Training — An accredited ITP shall submit to the Commission a Notice of Training of any proposed corporate governance program at least ten (10) business days prior to the scheduled training. The notice shall be supported by the following: a) Complete Training Details – including date, time, venue, mode of delivery (onsite, online, or hybrid), meeting link, list of participants, and the proposed lineup of resource speakers with their corresponding topics; b) Training Materials – for new topics not previously submitted for accreditation, or any revisions to existing materials. c) Updated Speaker Profile – if applicable, reflecting any changes or updates.

Companies with accredited in-house training need not submit Notice of Training as these details are already included in their Application for Accreditation.

2. Change(s) on the Proposed Training — In the event of any change to the proposed training (e.g. change in the program, schedule, resource speakers, or cancellation), the accredited ITP or company conducting in-house training shall submit Notice of Change to the Commission at least one (1) business day prior to the scheduled seminar or training and shall provide the reason for such change.

B. During Training The Commission reserves the right to send representatives to observe and monitor the conduct of any training program, including the system of monitoring of attendance and evaluation of the training.

C. Post-Training

1. Completion of the Training — An accredited ITP or company conducting in-house corporate governance training shall submit to the Commission a Notice of Completion of Training within ten (10) business days following the completion of the program. The notice shall be supported by the following: a) Attendance Record of participants; b) Evaluation Report on the conduct of the training consolidated by the ITP or the company based on the criteria set in the company’s training policies; c) Certificates of Attendance issued to participants; d) Recording of the Training session, if online; or e) Documentation of the Training session, if onsite.

2. Retention of Relevant Training Documents, Reports and Materials — To ensure proper documentation, accountability, and compliance, all relevant documents, reports and materials of ITPs and company-applicants shall be retained for a period of five (5) years from the date of the training. These reports shall be stored in an online repository that ensures accessibility to the Commission throughout the retention period. Access to be granted to the Commission shall be read-only and the security controls shall be no less stringent than those required under NPC Circular No. 16-01. Any breach shall be notified to both the Commission and the covered entity within seventy-two (72) hours of discovery. Recordings and materials submitted to the Commission shall remain the intellectual property of the submitting company. Companies may redact commercially sensitive, legally privileged, or DPA-covered content, provided the redactions do not obscure coverage of the mandatory topics.

3. Posting to the Company’s Website — A press release on or the report of the successful conduct of training under Section 3.C.1 (Completion of the Training) must be uploaded to the company’s website within thirty (30) calendar days from the last day of the accredited in-house training or within thirty (30) days from end of calendar year for training attended from various ITPs or for staggered training and shall be retained for a period of five (5) years from the date of the training.

4. Reporting to the Company’s Integrated Annual Corporate Governance Report (I-ACGR) — The attendance of all directors and key officers must be disclosed in the company’s I-ACGR for PLCs or ACGR for PCs and RIs.

For in-house training conducted by accredited ITPs, the ITP shall remain responsible for submission and retention of relevant documentary requirements under items 1 and 2 of the post-training reportorial requirements.

Section 5. EXEMPTION

A. From Training Requirement The required attendance to corporate governance training under Section 2.B. (Required Attendance to Corporate Governance Trainings) shall be deemed complied by a director or key officer who also falls and complies to the following:

1. Accredited resource speaker who is a director and/or officer of a covered entity shall be exempt from annual corporate governance training requirement, provided that: a) Continuing Accreditation – The speaker maintains compliance with Section 3.B.1.b. (Continuing Accreditation Requirements for ITP Resource Person); and b) Training Engagement – The speaker has conducted at least one (1) accredited training within the year.
2. Participation or Attendance to Global Training or Forums on corporate governance, provided that, proof of participation or attendance to said training must be disclosed in the company’s I-ACGR or ACGR and website provided that the reporting requirements under Section 4.C. (Post-Training) has been fully complied; and
3. Attendance to training conducted by or jointly conducted with other PH regulators on Corporate Governance consistent with Section 2.A. (Key Considerations), provided that the reporting requirements under Section 4.C. (Post-Training) has been fully complied.

B. From Corporate Governance Training Accreditation The institution-specific onboarding/orientation and internal governance programs, which involve confidential and commercially sensitive information, shall be exempt from training accreditation, but subject to Section 4.C. (Post-Training).

C. From Speaker Accreditation Requirements The Commission shall no longer accept requests for exemption from accreditation for non-compliance with the minimum attendance requirement to roundtable discussion conducted by the Commission.

The following resource speakers are not required to be accredited to be a resource speaker:

1. Incumbent directors or key officers of the company with accredited in-house training;
2. Incumbent government officials who are recognized experts in their field and/or topics to be discussed;
3. Retired government officials, who had relevant experience on the subject matter and had retired within three (3) years from holding a position of at least director rank;
4. Faculty members of duly accredited law and graduate schools of management who have continuously been teaching each academic year corporation law and/or corporate governance subjects for at least ten (10) years, as duly attested by their respective institutions;
5. Recognized authors of bar and management-related books; and
6. Foreign speakers who are experts in their field.

Section 6. PENALTIES

Any violation of the aforementioned requirements shall result to the following penalties per training unless otherwise provided:

Description	First Offense	Second Offense	Third Offense
Non-compliance with the reglementary period for filing the application for accreditation or amendment thereof.	PhP1,000 plus PhP100 per day	PhP2,000 plus PhP200 per day	PhP3,000 plus PhP300 per day
Failure to timely file the pre-training reportorial requirements.	PhP5,000 plus PhP100 per day	PhP10,000 plus PhP200 per day	PhP20,000 plus PhP300 per day
Failure to timely file the post-training reportorial requirements.	PhP10,000 plus PhP100 per day	PhP20,000 plus PhP200 per day	PhP30,000 plus PhP300 per day
Failure to maintain and retain accreditation and training documents in an accessible shared drive.	PhP5,000 plus PhP100 per day	PhP10,000 plus PhP200 per day	PhP20,000 plus PhP300 per day
Allowing non-accredited resource speaker/s to conduct training.	PhP5,000	PhP10,000	PhP20,000
Non-attendance to a corporate governance training (per Director or Key Officer)	PhP10,000	PhP20,000	PhP30,000
Misrepresentation/misinformation	PhP20,000	PhP30,000	PhP50,000
Non-allowance of SEC observer/s during the training.	PhP20,000	PhP30,000	PhP50,000

The imposable penalties for PCs and RIs shall be 50% of the above imposable penalties for ITPs and PLCs.

The Commission of a fourth offense for the same violation is a ground for the suspension/revocation of the erring company’s SEC-accreditation which shall be made after due notice and hearing. The Commission reserves the right to revoke the accreditation granted for non-compliance with this Circular.

Section 7. TRANSITORY PROVISION — Accredited CG-ITPs and Accredited In-House Training upon the effectivity of this Circular shall enjoy the benefits of the period of their accreditation until expiration. Further, resource speakers currently included in the roster of accredited ITPs are considered accredited until the expiration of the related ITPs’ accreditation, subject to the compliance of continuing accreditation requirement under Section 3.B.1.b (Continuing Accreditation Requirements for ITP Speakers).

Section 8. REPEALING CLAUSE — This Memorandum Circular supersedes SEC Memorandum Circular No. 11, Series of 2012, and SEC Memorandum Circular No. 2, Series of 2015. All circulars, orders, guidelines, or portions thereof which are inconsistent with the foregoing are hereby repealed or modified accordingly.

Section 9. EFFECTIVITY — This Memorandum Circular shall take effect on 01 October 2026 after publication in two (2) newspapers of general circulation.

Done this 1 September 2026 in Makati City, Philippines.

For the Commission:

[Signature] FRANCISCO ED. LIM Chairperson