Recommended Best Corporate Governance Practices ( SEC Advisory )

March 30, 2015

March 30, 2015


TO : All Publicly-Listed Companies
SUBJECT : Recommended Best Corporate Governance Practices


In view of the best corporate governance practices espoused in the ASEAN Corporate Governance Scorecard, and in light of the Commission's vision to develop a strong corporate governance culture for Philippine companies, the Commission highly recommends to all publicly-listed companies (PLCs) to adopt the following practices:

1. The Chairman of the Board and the Chief Executive Officer (CEO) should be separate individuals;

2. The Chairman of a publicly-listed company (PLC) should not have been the company's CEO in the last three (3) years;

3. Independent and non-executive directors should not hold more than five (5) concurrent board seats in PLCs;

4. At least one (1) female independent director should be elected;

5. The Notice of the Annual Stockholders' Meeting should be released at least twenty eight (28) days before the meeting;

6. The Audited Financial Reports should be released within sixty (60) days from the end of the fiscal year;

7. The Nominating Committee should be comprised entirely of independent directors;

8. The company should use professional search firms or external sources of candidates when searching for candidates to the board of directors; DHcTaE

9. The company should have a separate board level Risk Committee;

10. Independent non-executive directors should make up at least 50% of the board of directors;

11. The term limit of its independent directors should be limited to nine (9) years from the date of first appointment; and

12. The company's reporting framework should be consistent with either the Global Reporting Initiative (GRI) or International Integrated Reporting Council (IIRC).

Mandaluyong City, March 30, 2015.

(SGD.) TERESITA J. HERBOSAChairpersonSecurities and Exchange Commission