The biggest concession came through a transition provision allowing incumbent broker directors who would have otherwise been disqualified to finish their current terms and still run in the next two annual elections.
The corporate watchdog also reduced the proposed cooling-off period after five years of service to one year from the originally planned two years.
But the regulator kept the core weapon intact: a hard 10-year cumulative term limit for broker directors.
The SEC released the finalized memorandum circular on May 21, 2026.
SEC pushes bigger overhaul
The bigger shift, however, may be the SEC’s push to fundamentally remake the composition of the PSE board itself.
The final rules now explicitly call for a phased “reconstitution” of the board to include “two foreign independent directors with international market expertise, broker directors representing foreign brokerage firms, and directors with investment banking or capital markets experience.”
The SEC said the move aims to “promote broader representation and diversity of experience” while strengthening “good governance and minority shareholder protection.”
The SEC also imposed steep penalties for violations, including P1 million per broker director per year for breaches of the term cap, plus P30,000 monthly continuing penalties and possible suspension or revocation of an exchange license for repeated offenses.
Old guard still affected
The finalized rules still put some of the PSE’s longest-serving broker directors on an eventual exit path, including Ma. Vivian Yuchengco, Eddie Gobing and Wilson Sy.
The changes also deepen tensions between the regulator and some of the exchange’s most powerful broker-directors, who argue ownership rights and shareholder votes should still prevail over forced term limits.
Yuchengco, the PSE’s longest-serving broker director with 28 years, earlier warned the fight may ultimately shift to lawyers and industry groups as resistance builds against the reforms.
Beyond BW-era reforms
The language signals SEC chair Francis Ed. Lim is steering the exchange toward a more globally aligned governance model while further weakening the influence of the traditional broker bloc that historically dominated the market.
The move marks the SEC’s most aggressive intervention involving PSE governance since reforms triggered by the BW Resources stock manipulation scandal more than two decades ago.
—Edited by Miguel R. Camus
