Posting of Annual Corporate Governance Report in Company websites mandated by SEC

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On October 2, 2013, the Philippine Securities and Exchange Commission (SEC) mandated the posting of the Annual Corporate Governance Report in companies’ websites for all listed entities.  Such mandate arose from the need of additional source materials for the peer review of some Corporate Governance experts from within ASEAN.  This was publicized by posting SEC Memorandum Circular No. 18, Series of 2013 in the Philippines SEC’s website.

It was also specifically stated that the posting of the Annual Corporate Governance Report should be made separate from the Company’s Annual Report.

Non-compliance

SEC Memorandum Circular No. 18 provides for the following on instances of non-compliance:

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  • Basic panalty of P10,000
  • Monthly penalty of P1,000 for continuous failure to comply until the said report is posted

For some companies, the penalty might not be so material but non-compliance of which might be interpreted by the regulatory authorities as non-compliance with some other requirements and may expose them to a more extensive review.

Have you published yours already?

Click here for the full text of SEC Memorandum Circular No 18, Series of 2013.

The Requirements of Annual Corporate Governance Report

Recall that SEC Memrandum Circular No. 5, series of 2013 was issued in March to mandate all listed companies to submit Annual Corporate Governance Report (ACGR) subject to the following guidelines:

  • Three copies of a fully accomplished ACGR shall be submitted on May 30, 2013 and every 5 years thereafter;
  • On the 2nd to 4th year from the effectivity of the circular, only changes or updates are required to be indicated;
  • A basic penalty of P20,000 shall be imposed for the late filing of the report.  Continuous failure of the Company to comply shall subject it to a monthly penalty of P2,000 shall be imposed until the said report is filed;
  • The submission of the following report shall be discotinued:
    • Certifications of Attendance of Directors in Board meetings; and 
    • Certification of Compliance with the Manual of Corporate Governance.

  • The Corporate Governance section in the Annual Report (SEC Form 17-A) shall be deleted.

SEC Memorandum Circular No. 9, Series of 2013 also extended the deadline of filing of ACGR until June 30, 2013.

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Disclaimer: Opinions expressed in this article are that of the author and information provided are for general conceptual guidance for public information and are not substitute for expert advice. Contact support@philcpa.org for more information and if you want to avail professional services. Find us on Facebook!



Orlando Calundan is a CPA who has exposures in FS audit of entities in various industries such as real estate, food/restaurants, manufacturing, service organizations and BPOs, automotive, holding/investment companies and more. He also has exposure on internal audit engagements.

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