Roles, Responsibilities and Liabilities of Board Directors


Training investment is inclusive of an e-certificate and a printed learning material

P 2,980.00 / person - when you register and pay on or before August 11

P 3,980.00 / person - Regular Rate

Add P450 for a printed copy of a certificate of attendance inclusive of delivery charge


An effective and well-functioning board starts with knowing the roles, responsibilities and liabilities of each one involved in the board as well as the different committees they are assigned and must lead in the practice of good governance. Enroll and learn all of these whether you are updating yourself on the topic, benchmarking for best practices, complying with the SEC rules and regulations, or creating your organization’s Manual of Good Governance in compliance with SEC directives.

This training is accredited by the Securities and Exchange Commission as a corporate governance topic.

Course Director & Lecturer

Atty. Justina Fernandez Callangan

She served as Director of the Corporate Governance and Finance Department of the Securities and Exchange Commission until her retirement in 2017. Her responsibilities included the supervision of companies that are covered by various Codes of Corporate Governance.

She also currently holds the following positions in different companies:
Independent Director of Panasonic Manufacturing Philippines Corporation
Independent Director of the Vista Land & Lifescapes, Inc.
Independent Director of Orix Metro Leasing and Finance Corporation
Independent Director of AIB Money Market Mutual Fund, Inc.
Director of the Securities Investor Fund, Inc.
Consultant of the ASA Philippine Foundation, a Microfinance NGO

Course Outline

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.

Under the Revised Corporation Code of the Philippines, the Board exercises the corporate powers, conduct all business, and control all properties of the corporation.



2/3/4/ at least 5 but not more than 15
At least 20% of the Board are independent directors

No. of Directorships

Non-Executive Directors - up to 5 PLCs
        up to 10 registered issuers or public companies
        if he sits in at least 3 PLCs, only 5 of the 10


For ordinary stock corporations – 1 year
For non-stock corporations – 3 years
For independent directors – 9 years reckoned from 2012

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


Attendees from the government are exempted from the P2,000.00 limit set by COA for attending training provided by the private sector based on Department of Budget and Management Circular No. 563 dated April 22, 2016.

Attending this training is not covered by Philippine Procurement Law or RA 9184 based on its Revised IRR’s Section 4.5-b. which classifies training continuing education, conferences and similar activities as "non-procurement activities that shall be governed by applicable COA, CSC, and DBM rules".
Contact Details

Contact Person: Camille Joyce Jonas
Mobile Number 09399148689
Telefax: (+632) 8842-7148 or 59
Email: camille.cgbp@yahoo.com

Account Name: Center for Global Best Practices Foundation, Inc.

Metrobank: 495-3-495-504-418
Unionbank: 0013-3002-7702
PNB: 1477-7000-0961
Landbank: 3832-1015-82


Unit 905 Richville Corporate Tower
1107 Alabang-Zapote Road
Madrigal Business Park
Muntinlupa City, 1780, Philippines

Contact Us

(+63 2) 8556-8968 (+63 2) 8556-8969 (+63 2) 8842-7148 (+63 2) 8425-9752 (+63 2) 8842-7159 cgbp.info@gmail.com

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