Memorandum Circular No. 15 (January 3, 2018) mandates publicly-listed companies (PLCs) to submit an Integrated Annual Corporate Governance Report (I-ACGR) to facilitate disclosure of compliance/non-compliance with the Code of Corporate Governance and to harmonize SEC and PSE corporate governance requirements.

All companies that are publicly-listed companies (PLCs) are mandated to submit the I-ACGR.

It must submit three (3) copies of a fully accomplished I-ACGR on May 30 of the following year for every year the company remains listed in the PSE.

The I-ACGR must cover all relevant information from January to December of the given year.

No. Regardless of listing date, the circular expects companies already have corporate governance practices in place, so they can submit by May 30 of the following year.

At least one (1) complete copy filed with the SEC must be duly notarized and must bear original and manual signatures of: (1) Chairman of the Board, (2) Chief Executive Officer or President, (3) all Independent Directors, (4) Compliance Officer, and (5) Corporate Secretary.

The I-ACGR with accessible links must be posted on the company website within five (5) business days from submission to the SEC.

The circular states companies are no longer required to file updates and changes on their I-ACGR within five (5) days from the occurrence of reportable changes.

Companies are no longer required to file a Consolidated Changes in the ACGR within ten (10) days from the end of the year.

Monthly penalty of Php5,000.00 and a basic penalty of Php50,000.00 for non/late submission.

Incomplete disclosure (e.g., no explanation provided; no alternative practices to achieve the overall principles) carries a basic penalty of Php25,000.00 and a monthly penalty of Php2,500.00.

Misrepresentation/misinformation has a basic penalty of Php100,000.00 and a monthly penalty of Php10,000.00.

If incomplete, the penalty is Php10,000.00 basic and Php1,000.00 monthly. If incorrect, the circular indicates a Php1,000.00 monthly penalty, with signatory-related penalties specified as Php10,000.00 (incomplete) and Php1,000.00 (as stated under signatories).

It takes effect fifteen (15) days after its publication in two (2) newspapers of general circulation.

The circular instructs that for general instructions in answering the I-ACGR, companies should refer to the attached SEC Form I-ACGR, which guides how to complete the report.