The Compliance Certificate On Corporate Governance is a mandatory document in the Philippine corporate governance framework, primarily governed by the Securities and Exchange Commission (SEC) requirements and the Revised Corporation Code of the Philippines. This certificate must be submitted periodically, typically annually, by corporations, especially those that are publicly listed or regulated. The document serves as a formal attestation that the company has met all required corporate governance standards, including proper board composition, committee structures, internal control systems, and transparency requirements. It forms part of the broader corporate compliance regime in the Philippines and helps maintain market confidence by providing stakeholders with assurance about the company's governance practices. The certificate must address specific areas of compliance as outlined in various SEC memorandum circulars and should be supported by appropriate documentation and evidence.
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1. Certificate Title and Introduction: Formal title of the document and identification of the issuing corporation
2. Corporate Identity: Complete legal name, registration number, and registered address of the corporation
3. Authority Statement: Statement of authority of the certifying officer(s) to issue the certificate
4. Declaration of Compliance: General statement affirming overall compliance with corporate governance requirements
5. Board Structure and Composition: Confirmation of compliance with board composition requirements, including independent directors
6. Board Committees: Attestation of properly constituted mandatory committees and their functions
7. Internal Control Systems: Confirmation of adequate internal control and risk management systems
8. Stockholders' Rights: Declaration of protection and facilitation of shareholders' rights
9. Disclosure and Transparency: Confirmation of compliance with disclosure requirements and transparency principles
10. Certification and Signatures: Formal attestation and signatures of authorized officers
1. Industry-Specific Compliance: Additional compliance statements for regulated industries (e.g., banking, insurance)
2. Sustainability Governance: Section addressing environmental and social governance compliance, required for companies following ESG standards
3. Related Party Transactions: Detailed section on related party transaction policies when significant RPTs exist
4. Corporate Social Responsibility: Section on CSR compliance for companies with mandatory CSR requirements
5. Digital Governance: Section on digital transformation and cybersecurity governance for technology-intensive companies
1. Board Composition Details: Detailed list of board members, their qualifications, and independence status
2. Committee Composition: List of all board committees, their members, and meeting attendance records
3. Training and Development: Record of corporate governance training attended by board members and key officers
4. Compliance Checklist: Detailed checklist showing specific compliance with each SEC requirement
5. Corporate Governance Manual: Company's current corporate governance manual or relevant excerpts
6. Supporting Resolutions: Board resolutions and other corporate documents supporting governance compliance
7. Risk Assessment Matrix: Current risk assessment and management framework documentation
8. Disclosure Records: Summary of material disclosures made during the covered period
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Compliance Certificate On Corporate Governance
A formal declaration required under Philippine law certifying a company's compliance with corporate governance standards and SEC regulations.
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