Tax Notes: New manual on corporate governance

CORPORATE governance is the framework of rules, systems and processes that governs the performance of the board of directors as well as the management of their respective duties and responsibilities to the stockholders.

Last year, the Securities and Exchange Commission (SEC) issued Memorandum Circular No. 19 and approved the Code of Corporate Governance for Publicly-Listed Companies (CG Code for PLCs) to promote a strong corporate governance culture.

Relative to this, the SEC recently issued memorandum circular 8-2017 to set forth the following:


  • All PLCs shall submit a new Manual on Corporate Governance (MCG), in accordance with the new CG Code for PLCs, on or before May 31, 2017.


  • The signatories to the MCG shall be the PLC’s Chairman of the Board and Compliance Officer.


  • The basic and monthly penalty for non-submission or late submission shall be P20,000 and P2,000, respectively. The monthly penalty shall continue to accrue until the MCG is submitted to the SEC.



Source: P&A Grant Thornton/Punongbayan & Araullo

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