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Corporate governance refers to the systems, principles, and processes by which companies are directed and controlled. In Makati City - the heart of the Philippines’ central business district - corporate governance plays a crucial role in ensuring transparency, accountability, and fairness in company management. The legal framework is influenced by national laws such as the Corporation Code of the Philippines and the Securities Regulation Code, as well as rules set by the Securities and Exchange Commission (SEC) and, when applicable, the Philippine Stock Exchange (PSE). Makati hosts the headquarters of many major corporations, making compliance with corporate governance standards especially critical for business success and investor confidence in the city.
Engaging a lawyer skilled in corporate governance can be essential for businesses, shareholders, directors, and other stakeholders in Makati City. Common reasons to seek legal advice include:
Regardless of company size, legal guidance ensures that businesses in Makati City meet their legal obligations and maintain investor trust.
Corporate governance in Makati City is primarily governed by national legislation but is especially scrutinized due to the city’s economic significance. Key aspects include:
Authorities in Makati carry out regular audits and monitor corporate compliance rigorously. The regulatory environment places a premium on ethical conduct and proper disclosure standards.
Corporate governance refers to the rules and systems that direct and control corporations. In Makati City, where many top companies are headquartered, strong governance ensures transparency, sustainable growth, and investor protection.
The primary regulator is the Securities and Exchange Commission (SEC) of the Philippines. For public companies, additional oversight comes from the Philippine Stock Exchange (PSE).
Directors and officers are responsible for acting in the corporation’s best interest, observing fiduciary duties, complying with the law, and ensuring accurate disclosure and proper risk management.
The law requires at least one annual stockholders’ meeting and regular board meetings as stated in the bylaws, usually every quarter.
Publicly listed companies must have independent directors making up at least 20 percent of the board, and must comply with diversity and expertise requirements outlined by the SEC.
A related party transaction involves dealings between the company and related entities or individuals, such as major shareholders or directors. These must be disclosed and conducted on an arm’s length basis, with approval and oversight systems in place.
Violations can result in administrative fines, suspension or revocation of licenses, civil liability, and potentially criminal prosecution depending on the severity and nature of the breach.
Shareholder disputes can be resolved through internal grievance mechanisms, mediation, arbitration, or as a last resort, litigation before the proper courts.
Companies must regularly report their financial position, material changes in corporate structure, conduct of board meetings, and any significant transactions as required by the SEC and, if listed, the PSE.
Yes, but there are restrictions in certain sectors (such as those subject to foreign ownership limits). Usually, a majority of the board must be Philippine citizens.
For more information and assistance, you may contact or consult the following:
Many organizations and law firms in Makati City also run seminars, provide guidance materials, or offer consultations on best practices in corporate governance.
If you believe you need legal advice or are facing a corporate governance issue in Makati City, consider the following steps:
Early legal intervention can prevent costly disputes and ensure your corporation operates credibly and efficiently within Makati’s robust legal environment.
