Purpose and governance objective
- The circular mandates submission of an Integrated Annual Corporate Governance Report (I-ACGR) to facilitate disclosure of publicly-listed companies’ (PLCs) compliance/non-compliance with the Code of Corporate Governance for PLCs.
- The circular harmonizes corporate governance disclosure requirements of the Commission and the Philippine Stock Exchange (PSE).
Coverage of companies and reporting years
- All companies required to comply are those that are publicly-listed companies (PLCs) under the coverage of the circular.
- All companies already listed in the PSE by 31 December of a given year must submit the I-ACGR.
- Each covered company must submit the I-ACGR for every year that the company remains listed in the PSE.
What the I-ACGR must cover
- The I-ACGR must cover all relevant information from January to December of the given year.
- The circular requires that companies are expected to already have corporate governance practices in place so they can submit the I-ACGR by the prescribed deadline regardless of listing dates.
Submission requirements and copies
- A covered company must submit three (3) copies of a fully accomplished I-ACGR to the Commission.
- The submission must be made on May 30 of the following year for every year the company remains listed in the PSE.
- The I-ACGR must be fully accomplished.
Notarization and required signatories
- At least one (1) complete copy of the I-ACGR filed with the Commission must be duly notarized.
- The notarized copy must bear original and manual signatures of the following required signatories:
- Chairman of the Board;
- Chief Executive Officer or President;
- All Independent Directors;
- Compliance Officer; and
- Corporate Secretary.
Company website posting requirement
- The I-ACGR must be posted on the company website with accessible links.
- The website posting must be done within five (5) business days from submission to the SEC.
No longer required: updates and consolidated changes
- 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.
Penalties for non-compliance
The circular imposes the following imposable penalties for non-compliance:
Non/late submission
- Basic monthly penalty: PHP 50,000.00
- Monthly penalty: PHP 5,000.00
Disclosure non-compliance
- Incomplete disclosure (i.e., no explanation provided; no alternative practices to achieve over-all principle)
- Basic penalty: PHP 25,000.00
- Monthly penalty: PHP 2,500.00
- Misrepresentation/Misinformation
- Basic penalty: PHP 100,000.00
- Monthly penalty: PHP 10,000.00
- Incomplete disclosure (i.e., no explanation provided; no alternative practices to achieve over-all principle)
Signature issues
- Incomplete signatory
- Basic penalty: PHP 10,000.00
- Monthly penalty: (not separately stated for this item)
- Incorrect signatory
- Basic penalty: PHP 1,000.00
- Monthly penalty: (not separately stated for this item)
- Incomplete signatory
General instructions reference and form
- General instructions in answering the I-ACGR are governed by SEC Form I-ACGR.