Revised Code of Corporate Governance
Republic of the Philippines
SECURITIES AND EXCHANGE COMMISSION
SEC Building, EDSA, Greenhills Mandaluyong City
SEC Memorandum Circular No. 6
Series of 2009 REVISED CODE OF CORPORATE GOVERNANCE Pursuant to its mandate under the Securities Regulation Code and the Corporation Code, the Securities and Exchange Commission (the “Commission”), in a meeting held on June 18, 2009, approved the promulgation of this Revised Code of Corporate Governance (the “Code”) which shall apply to registered corporations and to branches or subsidiaries of foreign corporations operating in the Philippines that (a) sell equity and/or debt securities to the public that are required to be registered with the Commission, or (b) have assets in excess of Fifty Million Pesos and at least two hundred (200) stockholders who own at least one hundred (100) shares each of equity securities, or (c) whose equity securities are listed on an Exchange; or (d) are grantees of secondary licenses from the Commission. Article 1: Definition of Terms
a) Corporate Governance – the framework of rules, systems and processes in the corporation that governs the performance by the Board of Directors and Management of their respective duties and responsibilities to the stockholders; b) Board of Directors – the governing body elected by the stockholders that exercises the corporate powers of a corporation, conducts all its business and controls its properties; c) Exchange – an organized market place or facility that brings together buyers and sellers, and executes trades of securities and/or commodities; d) Management – the body given the authority by the Board of Directors to implement the policies it has laid down in the conduct of the business of the corporation; e) Independent director – a person who, apart from his fees and shareholdings, is independent of management and free from any business or other relationship which could, or could reasonably be perceived to, materially interfere with his exercise of
SECURITIES AND EXCHANGE COMMISSION
SEC Building, EDSA, Greenhills Mandaluyong City
SEC Memorandum Circular No. 6
Series of 2009 REVISED CODE OF CORPORATE GOVERNANCE Pursuant to its mandate under the Securities Regulation Code and the Corporation Code, the Securities and Exchange Commission (the “Commission”), in a meeting held on June 18, 2009, approved the promulgation of this Revised Code of Corporate Governance (the “Code”) which shall apply to registered corporations and to branches or subsidiaries of foreign corporations operating in the Philippines that (a) sell equity and/or debt securities to the public that are required to be registered with the Commission, or (b) have assets in excess of Fifty Million Pesos and at least two hundred (200) stockholders who own at least one hundred (100) shares each of equity securities, or (c) whose equity securities are listed on an Exchange; or (d) are grantees of secondary licenses from the Commission. Article 1: Definition of Terms
a) Corporate Governance – the framework of rules, systems and processes in the corporation that governs the performance by the Board of Directors and Management of their respective duties and responsibilities to the stockholders; b) Board of Directors – the governing body elected by the stockholders that exercises the corporate powers of a corporation, conducts all its business and controls its properties; c) Exchange – an organized market place or facility that brings together buyers and sellers, and executes trades of securities and/or commodities; d) Management – the body given the authority by the Board of Directors to implement the policies it has laid down in the conduct of the business of the corporation; e) Independent director – a person who, apart from his fees and shareholdings, is independent of management and free from any business or other relationship which could, or could reasonably be perceived to, materially interfere with his exercise of