Title
Phil. SEC Guidelines on Credit Rating Agencies
Law
Sec Memorandum Circular No. 7
Decision Date
Mar 6, 2014
The Guidelines on the Accreditation, Operations and Reporting of Credit Rating Agencies require credit rating agencies engaged by corporations offering commercial papers or debt securities to adhere to best practices, including transparency, independence, and avoidance of conflicts of interest, to ensure accuracy and integrity in their credit rating activities. Failure to comply may result in suspension or revocation of accreditation and/or monetary fines.
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Scope and Legal Boundaries of Accreditation

  • CRA accreditation does not remove liabilities and responsibilities.
  • The Commission is not liable for losses from CRA selection by issuers.
  • Accreditation is valid until suspension or revocation after notice and hearing.
  • Unauthorized use of the CRA title is subject to sanctions.

Requirements for CRA Accreditation

  • Must be a stock corporation with a minimum paid-up capital of PHP 10 million.
  • At least five years of operational experience as a CRA.
  • Qualified, independent officers and personnel, and no conflicts of interest with clients.
  • Submission of corporate documents, ownership structure, rating methods, agreements, and governance manual.
  • Initial accreditation fee of PHP 60,000; annual fee of PHP 12,000 with suspension and termination for non-payment.
  • Timely update of information to the Commission required.

Operating Requirements: Pre-Rating and Contractual Obligations

  • Formal written contract between CRA and rated entity defining obligations, cooperation, and rights.
  • No promise or guarantee of specific rating outcomes during business solicitation.
  • Clear communication of rating definitions, criteria, policies, and publication of methodologies.
  • Adequate resources, staff training, and increased capital requirements after three years.
  • Organizational separation of analytical and business development functions to maintain independence.

Rating Process and Committee Responsibilities

  • Adoption of standardized definitions of default and rating scales.
  • Detailed operational manual outlining rating steps and timelines to ensure quality.
  • Continuous updating and publication of rating criteria, surveillance and review policies.
  • Ratings decided by a qualified, independent rating committee with transparency and record-keeping.
  • Accompanying rating reports with reasons and key factors influencing the rating.
  • Defined appeal and review process for rating disputes.
  • Publication of all rating actions promptly, with continuous surveillance until withdrawal.
  • Proper disclosure of related ratings and conflicts of interest.
  • Maintenance of comprehensive records and clear disclaimers regarding rating limits.

Confidentiality Requirements

  • All information from issuers is confidential; used only for rating purposes.
  • Confidentiality policies binding on all employees with written acknowledgments.
  • Board directors excluded from accessing confidential information unless on rating committee.
  • Confidentiality is a contractual obligation documented in rating agreements.

Independence and Conflict of Interest Policies

  • Clear policies defining and avoiding conflicts of interest.
  • Ratings unaffected by business relationships; transparent disclosures required.
  • Employee declarations on potential conflicts and trading restrictions.
  • Required segregation of duties and compensation independence for analysts.
  • Public disclosure of ownership and material client revenue percentages.
  • Prohibition on selective disclosure of non-public information.
  • Provisions addressing handling conflicts in related parties and promotional settings.

Policies Regarding Private, Unsolicited, and Unaccepted Ratings

  • Private ratings kept confidential with no public disclosure or use for public debt raising.
  • Unsolicited ratings clearly distinguished and not used coercively.
  • Unaccepted interactive ratings remain confidential; disclosure only to regulators or courts.

General Code of Conduct and Compliance

  • Adoption and publication of a code of ethical conduct aligned with international standards.
  • Mandatory employee commitments to ethical compliance.
  • Establishment of compliance officers and whistleblower policies to monitor and enforce ethics.

Outreach and Market Education

  • CRAs to publish industry-wide reports and conduct investor education through various communications.

Reportorial Obligations

  • Submission of credit rating reports and annual activity reports to the Commission.
  • Disclosure of rating changes or information denial within five business days.

Penalties for Non-Compliance

  • Suspension, revocation, or fines imposed after due process for violations of guidelines.

Transition and Effectivity

  • Existing CRAs to submit Manuals of Operation within 30 days.
  • Initial reportorial compliance deadline set.
  • Guidelines effective 15 days after last publication.

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