GMA had sought to move its May 20 meeting to Dec. 9, saying it needed more time to assess the impact of SEC Memorandum Circular No. 7, which caps independent directors’ tenure at nine years, including those already serving.
But regulators pushed back quickly.
The SEC denied the request on March 31, saying there were no valid grounds for such a long postponement. The corporate watchdog said that any reset should only be within 60 days of the original meeting date under the Revised Corporation Code.
GMA then filed a motion for reconsideration on April 7, but the SEC again rejected the appeal in a May 4 resolution.
Why the rule matters
The circular forces changes to GMA’s board, including independent directors former chief justice Artemio Panganiban and former Bangko Sentral governor Jaime Laya, who have both served since 2007.
GMA argued the policy was imposed too quickly and could force companies into rushed board changes without enough time to properly screen replacements.
For its part, the SEC is enforcing the limits to strengthen corporate governance and refresh boards of listed companies.
GMA earlier filed a petition against the rule, but a Makati court denied its request for a temporary restraining order due to lack of urgency, leaving the policy in place.
Several listed firms, including Manuel V. Pangilinan-led PLDT Inc., Ramon S. Ang-led Petron Corp., Lucio Co’s Puregold Price Club Inc., and Shell Pilipinas Corp., have already started replacing long-serving independent directors to comply with the SEC’s rules.
—Edited by Miguel R. Camus
