Download: Course Outline (.PDF 167kb) |
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SEC-accredited Corporate Governance Training

Download: Course Outline (.PDF 167kb) |
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Based on SEC MC 24, Series of 2019, SEC MC 19, Series of 2016
Republic Act No. 11232 or the Revised Corporation Code and
Republic Act No. 8799 or the Securities Regulation Code
I. Role of the Board of Directors, Composition, Number of Directorships, Term
The Board makes decisions as a fiduciary on behalf of stockholders. It is responsible for helping a corporation set broad goals, exercising oversight function over management, and ensuring that the company has adequate, well-managed resources at its disposal. It ensures the company’s prosperity by collectively directing its affairs, while meeting the appropriate interests of its shareholders and relevant stakeholders.
II. Board Governance Responsibilities
• Establishing a Competent Board
• Establishing Clear Roles and Responsibilities of the Board
• Establishing Board Committees
• Fostering Commitment
• Reinforcing Independence
• Assessing Board Performance
• Strengthening Board Ethics
III. Fiduciary Obligations
• Duty of Care
• Duty of Loyalty
• Disloyalty of Directors
• Dealings of Directors
• Conflict of Interest
IV. Illegal activities of directors/ officers
• Insider trading
• Short Swing Transactions
• Per RCCP Provisions
V. Disclosure and Transparency
• Enhancing Company Disclosure Policies and Procedures
• Strengthening External Auditor’s Independence and Improving Audit Quality
• Increasing Focus on Non-financial and Sustainability Reporting
• Promoting a Comprehensive and Cost-Efficient Access to Relevant Information
VI. Internal Control System and Risk Management Framework
• Strengthening Internal Control and Risk Management Systems
VII. Cultivating a Synergistic Relationship with Shareholders
• Promoting Shareholder/Member Rights
VIII. Duties to Shareholders
• Respecting Rights of Stakeholders and Effective Redress for Violation of Stakeholders’ Rights
• Encouraging Employees’ Participation
• Encouraging Sustainability and Social Responsibility
IX. Duties to Stakeholders
• Respecting Rights of Stakeholders and Effective Redress for Violation of Stakeholders’ Rights
• Encouraging Employees’ Participation
- Establish a suitable framework for whistleblowing
• Encouraging Sustainability and Social Responsibility
- Voluntarily employ value chain processes that take into account ESG (environmental, social and governance)
issues and concerns.
X. Related Party Transactions (RPTs)
• Definition
• Material RPTs
• Thresholds
• Related Parties
Course Director & Lecturer: Atty. Justina F. Callangan
She finished her term as Director of the Corporate Governance and Finance Department of the Securities and Exchange Commission. Her responsibilities included the supervision of companies that are covered by new various Codes of Corporate Governance.
She is a director (representing the public sector) of the Securities Investors Protection Fund, Inc. and an independent director of AIB Money Market Mutual Fund, Inc. and Orix Metro Leasing and Finance Corporation of the Metro Bank Group.
She also serves as independent director of 3 publicly-listed firms such as the Panasonic Manufacturing Philippines Corporation, Vista Land and Lifescapes, Inc. and VistaReit, Inc.
She is also a consultant of Divina Law and ASA Philippines Foundation, a Microfinance NGO, and an MCLE lecturer of UP Institute for the Administration of Justice.
*Optional: Add P450 for a printed copy of a certificate of attendance inclusive of delivery charge
![]() 1:30PM to 4:45PM * Wednesday, Thursday & Friday February 1, 2 & 3, 2023 via ![]() See Details | Registration Form
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![]() Eleven-Session Webinar Starting October 10, 2022 via ![]() See Details | Registration Form
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![]() 1:30PM to 4:45PM * Tuesday & Wednesday December 6 & 7, 2022 via ![]() See Details | Registration Form
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![]() 1:30PM to 5:00PM * Friday October 21, 2022 via ![]() See Details | Registration Form
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