Promoting Good Governance

under the
Revised Corporation Code
 Each amendment in the Code may fall under one or
more of these objectives:
1. the adoption of international best practices on Corporate
Governance (CG);
2. the use of technology for more ease of doing business;
3. the protection of minority stockholders rights;
4. the management and reduction of corporate risks; and
5. the inclusion of specific and effective enforcement provisions to:
a. enhance compliance; and
b. avoid regulatory capture.
• In Sec. 46 Contents of the Bylaws
Private Corporations are encouraged to include in the BL such
other matters as may be necessary for the proper or convenient
transaction of its corporate affairs for the promotion of good
governance and anti-graft and corruption practices

In Sec. 179 (d) among the powers and functions of SEC is

precisely to “ Promote corporate governance and the protection
of minority investors, through among others, the issuance of
rules and regulations consistent with international best practices
CORPORATIONS VESTED WITH PUBLIC INTEREST
Sec. 22 seeks to reinforce the meaningful presence of independent
directors by requiring the “corporations vested with public interest”
(to) “have independent directors constituting at least 20% percent.”

Sec. 179 (m), the SEC shall “(m) prescribe the number of
independent directors and minimum criteria in determining the
independence of a director.

Sec. 24 on Corporate Officers requires that “if the corporation is

vested with public interest, the board shall also elect a compliance
officer.”
3. Sec. 29 requires that corporations vested with public
interest shall submit to their shareholders and the SEC, an
annual report of the total compensation of each of their
directors or trustees.

4. Sec. 31 provides that in case of a corporation vested with

public interest, material contracts or related party transactions
involving a self dealing director must be approved by at least
two-thirds of the entire membership of the board, with at least
a majority of the independent directors voting to approve.
5. Sec. 23 on Election of Directors or Trustees provides for voting through
remote communication or in absentia in corporations vested with pubic
interest notwithstanding the absence of a provision in the bylaws.

6. In Sec. 177, corporations vested with public interest shall submit to

the SEC in addition, a director or trustee compensation report and a
director or trustee appraisal or performance report and the standards or
criteria used to assess each director or trustee.

7. Under Sec. 73, the SEC may require stock corporations which transfer
and/or trade stocks in secondary markets to have an independent
transfer agent.