SEC MC No. 25, series of 2026REVISED GUIDELINES ON THE CONDUCT OF CORPORATE GOVERNANCE TRAINING AND THE ACCREDITATION OF INSTITUTIONAL TRAINING PROVIDERS, RESOURCE SPEAKERS, AND IN-HOUSE CORPORATE GOVERNANCE TRAINING

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SEC MEMORANDUM CIRCULAR NO. _ 25 Series of 2026

TO ALL PUBLICLY LISTED COMPANIES, PUBLIC COMPANIES, REGISTERED

ISSUERS AND ACCREDITED INSTITUTIONAL TRAINING PROVIDERS

SUBJECT REVISED GUIDELINESON THECONDUCTOF CORPORATE

GOVERNANCE TRAINING AND THE ACCREDITATION OF

IN-HOUSE CORPORATE GOVERNANCE TRAINING INSTITUTIONAL TRAINING PROVIDERS, RESOURCE SPEAKERS, AND

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

training: 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 WHEREAS, in the exercise of such authority to promote good corporate governance, the Commission

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

Section 1. SCOPE AND COVERAGE

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

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:

3. 2 Mandatory topics for first-time directors and key officers: Company's training policies and established guidelines; Results of the training and development needs assessment and evaluation of the

5 Regulatory updates relevant to the company's industry (e.g., SEC, Bangko Sentral ng board, its committees, individual directors and key officers; Strategic goals of the company, both the short and long-term;

Corporate Governance and Sustainability-related issues affecting the industry; and Specific topics requested or selected by the company from available course offerings. 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);

Published on. Philippine Daily Inquirer, 12 September 2026 Manila Bulletin, 12 September 2026 Filed with UP Law Center: 11 September 2026

B. Required Attendance to Corporate Governance Trainings

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

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

C. Mandatory Topics

1 Initial Training

undergone initial training prior to his/her first election or appointment, covering an overview of the following topics: A first-time nominee-director or executive officer vying for key position must have 8 b f a C e Revised OECD Principles of Corporate Governance; ASEAN Corporate Governance Scorecard; Code on Corporate Governance for PLCs or for PCs and RIs; ESG and sustainability reporting: Integrated Annual Corporate Governance Report (I-ACGR) for PLCs or ACGR Board responsibilities; Protection of minority interest; for PCs and RIs;

h Financial oversight, reporting and audit; } k Illegal activities of corporations, directors and key officers; Related party transactions; Compliance and ethics; (1) Insider trading; (3) Conflict of interest; (2) Short-swing transactions; and

m) Confidentiality obligations; and n Competition Law. Director liabilities;

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

2.Subsequent Training

Designing a Corporate Governance Training Program) 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 Subsequent training may provide deeper coverage of the above topics and other

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

. Training may be conducted through the following modalities: b)In-house -- organized and conducted by the company itself. by an SEc-accredited external organization; or

a Face-to-Face (Onsite)

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). b ) Combination of Onsite and Online (Hybrid). Virtual (Online)

Section 3. ACCREDITATION

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

A. Institutional Training Providers

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

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, (i) is capable and competent to serve as an accredited institutional training (iii) has an adequate track record of successfully delivering training programs, including those relevant to corporate governance; affirming that the institution: (ii) formally organized to conduct training activities; (iv) possesses sufficient resources, as evidenced by its latest financial provider

(v) maintains a sound business plan, reflected in its program offerings, its, website, financial reporting, governance disclosures, sustainability rosters of competent resource speakers, and the corresponding training (vi) adopts good corporate governance practices, as demonstrated through fees; (vii) is in good standing and has no derogatory information, as evidenced by the certificate issued by the relevant monitoring department of the statements; Commission; practices and related disclosures;

(2) Articles of Incorporation or Partnership for Partnerships; {4} Link to the Company's website; (5) Business Plan; (6) Profile of eligible resources speakers and matrix of speakers vis-a-vis topics (3} Sustainability Report; (viii) has the capacity to monitor and comply with the reportorial requirements of the Commission for Accredited Institutional Training (ix} can submit its intended course materials; and (x) has a feasible date to conduct a dry run, upon request by the to be discussed; Provider; Commission

(9) Certificate of Good Standing and Certificate of No Derogatory Record. (7) System of monitoring of attendance and evaluation of training: (8) Training materials; and

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).

Document Submission and Accessibility -- All required documents, reports 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 the Commission shall remain the intellectual property of the submitting company 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 content, provided the redactions do not obscure coverage of the mandatory topics. within seventy-two (72) hours of discovery. Recordings and materials submitted to Companies may redact commercially sensitive, legally privileged, or DPA-covered

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 b C The ITP maintains its quality with a rating from evaluation of at least 4 out of 5; The ITP should ensure that its roster of resource speakers also comply with their continuing accreditation requirement under Section 3.B.1.b (Continuing) Section 4: Accreditation Requirements for ITP Speakers).:

d The ITP maintains its good standing and no derogatory record. and

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

C Filing Date -- The written application for renewal with complete documentary requirements shall be filed within six (6) months to thirty (30) calendar days the complete documentary requirements within six (6) months and at least thirty (30) days prior to the date of expiration of its SEC-accreditation. prior to its date of expiration of its accreditation. (1) For ITPs in Good Standing (i.e., without violations of this Circular, free from (2) For ITPs with violations, the standard accreditation fee of Fifty Thousand (3) The Good Standing status shall refresh every renewal period. (PhP25,000.00) or equivalent to fifty percent (50%) of the standard accreditation fee. Pesos (PhP50,000.00) shall apply. any derogatory information during the validity of its accreditation), the renewal processing fee shall be Twenty-Five Thousand Pesos

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

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

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

(2) Documentary Requirements Section 3.B.2 (Amendment in the ITP Accreditation) accreditation of speaker shall form part of the requirements enumerated under Section 3.A.1 (Application Requirements for the Accreditation of ITPs) or under b) a Validity Period -- The accreditation granted by the Commission to the Accreditation Fee Requirements for the Accreditation of ITPs).Continuing Accreditation (PhP2,000.00) per resource speaker shall be paid upon submission of the complete documentary requirements under Section 3.A.1 (A Application Requirements -- All accredited resource speakers shall:- (1) attend at least one (1) roundtable discussion or Corporate (2) obtained an average mark of at least four (4) or "above average" Governance Forum conducted by the Commission in a year; and - A processing fee of Two Thousand Pesos - The documentary requirement for 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 (1) Application for amendment supported by: (2) Amendment Fee -- The corresponding processing fee shall be paid upon 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). (a) Profile of the new or additional speaker; and (b) Proof of competence. 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 (b) An additional fee of Two Thousand Pesos (PhP2,000) shall apply per new or returning resource speaker. each request for amendment; and

b) Filing Date -- The application for amendment shall be filed to the Commission C Validity Period -- The amended accreditation shall be valid for as long as the at least thirty (30) calendar days prior to the training where the subject continuing accreditation requirements. speaker remains included in an accredited ITP's roster and complies with speaker/s will be engaged.

C. In-House Corporate Governance Training

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 A formally organized institution, duly registered with the SEC and covered by or with intent 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: (i) Certification of Compliance with the requirements of the Commission, affirming (8) Venue, if onsite and/or meeting link, if online or hybrid. (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 (2) Training program/s, which may include initial and subsequent training; that the company: (b) has an adequate track record of successfully delivering training programs, (d) it could guarantee qualified line-up of speakers, who can effectively deliver. (a) is capable and competent to conduct in-house training activities; (c) has considered Section 2 (Corporate Governance Training Program) in (e) adopts good corporate governance practices, as demonstrated through its, (f) has the capacity to monitor and comply with the reportorial requirements (ii} (iv (i (v designing its training program; as a minimum, the required training in accordance with the Code of Corporate Governance and Section 2.c (Mandatory Topics); website, relevant to the training including the following: including those relevant to corporate governance: practices and related disclosures; and i Share to the Commission a copy of the recording. Safeguard the integrity of the training: Record and properly document the training; Store for safekeeping the recording; Forward to the Commission the training link; and financial reporting,governance disclosures, sustainability

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

2. Document Submission and Accessibility

a secure drive or cloud repository that is accessible to the Commission at any time and All required documents, reports and materials under Sections 3 and 4 shall be stored ir

Commission and the covered entity within seventy-two (72) hours of discovery Iegally privileged, or DPA-covered content, provided the redactions do not obscure coverage of the mandatory topics. those required under NPC Circular No. 16-01. Any breach shall be notified to both the Recordings and materials submitted to the Commission shall remain the intellectual property of the submitting company. Companies may redact commercially sensitive, 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

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

3. Filing Date -- The complete application for accreditation shall be filed at least thirty

(30) calendar days prior to the scheduled training.

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

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, b) Training Materials - for new topics not previously submitted for accreditation, or c) Updated Speaker Profile -- if applicable, reflecting any changes or updates. resource speakers with their corresponding topics; online, or hybrid), meeting link, list of participants, and the proposed lineup of any revisions to existing materials.

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 the Commission at least one (1) business day prior to the scheduled seminar or training and shall provide the reason for such change. accredited ITP or company conducting in-house training shall submit Notice of Change to

B. During Training

evaluation of the 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

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 notice shall be supported by the following: Training within ten (10) business days following the completion of the program. The a) Attendance Record of participants;

b) Evaluation Report on the conduct of the training consolidated by the ITP or the C Certificates of Attendance issued to participants; company based on the criteria set in the company's training policies;

d e Documentation of the Training session, if onsite. Recording of the Training session, if online; or

Retention of Relevant Training Documents, Reports and Materials - To ensure to both the Commission and the covered entity within seventy-two (72) hours of intellectual property of the submitting company. Companies may redact commercially 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 sensitive, legally privileged, or DPA-covered content, provided the redactions do not obscure coverage of the mandatory topics. 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) that ensures accessibility to the Commission throughout the retention period. Access to discovery. Recordings and materials submitted to the Commission shall remain the years from the date of the training. These reports shali be stored in an online repository

3 Posting to the Company's Website -- A press release on or the report of the successful

five (5) years from the date of the training. 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

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

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

Section 5. EXEMPTION

A. From Training Requirement key officer who also falls and complies to the following: 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

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: by a Continuing Accreditation - The speaker maintains compliance with Section 3.B.1.b. Training Engagement - The speaker has conducted at least one (1) accredited [Continuing Accreditation Requirements for ITP Resource Person); and

2 3 Participation or Attendance to Global Training or Forums on corporate governance, 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. provided that, proof of participation or attendance to said training must be disclosed in under Section 4.C. (Post-Training) has been fully complied; and the company's I-ACGR or ACGR and website provided that the reporting requirements training within the year.

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

C. From Speaker Accreditation Requirements

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

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

3. topics to be discussed; Retired government officials, who had relevant experience on the subject matter and

A had retired within three (3) years from holding a position of at least director rank; Faculty members of duly accredited law and graduate schools of management who

5 6 Foreign speakers who are experts in their field. 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 Recognized authors of bar and management-related books; and respective institutions;

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 accreditation or amendment thereof. period for filing theapplication for PhP1,000 plus PhP100 per day PhP200 per day PhP2,000 plus PhP300 per day PhP3,000 plus

Failure to timely file the pre-training reportorial requirements. PhP5,000 plus PhP100 per day PhP200 per day PhP10,000 plus PhP300 per day PhP20,000 plus

Failure to timely file reportorial requirements. the post-training plus PhP100 PhP10,000 per day PhP200 per day PhP20,000 plus PhP300 per day PhP30,000 plus

and training documents in an accessible Failure to maintain and retain accreditation shared drive. PhP5,000 plus PhP100 per day PhP10,000 plus PhP200 per day PhP300 per day PhP20,000 plus

Allowing non-accredited resource speaker/s PhP5,000 PhP10.000 PhP20,000 to conduct training.

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

training. Non-allowance of SEc observer/s during the PhP20,000 PhP30,000 PhP50,000

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

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

Section 7. TRANSITORY PROVISION - Accredited CG-ITPs and Accredited In-House Training upon the 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 effectivity of this Circular shall enjoy the benefits of the period of their accreditation until expiration Speakers). Further, resource speakers currently included in the roster of accredited ITPs are considered accredited

Section 8. REPEALING CLAUSE This Memorandum Circular supersedes SEC Memorandum Circular accordingly. 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

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:

FRANCISCO ED. LIM Ghairperson A