Securities and Exchange Commission accused GMA Network of resisting a “necessary corporate evolution” after the television broadcast giant argued it could take years to replace its longest-serving independent directors affected by the SEC’s stricter term-limit rules.
Fighting the SEC’s tighter board tenure rules in court, GMA argued replacing former chief justice Artemio Panganiban and former BSP governor Jaime Laya could take “three to five years” of vetting and trust-building.
Panganiban and Laya, both in their 80s, have served on GMA’s board for 18 years, putting them well beyond the SEC’s stricter nine-year cumulative term limit for independent directors.
The Makati Regional Trial Court ultimately denied GMA’s request for a preliminary injunction, ruling the network failed to prove “urgent” and “irreparable” harm needed to stop enforcement of the SEC reform, according to a May 11, 2026 court order.
The court ruling only covered GMA’s request for a temporary injunction and did not yet resolve the broader legal challenge against the SEC circular itself.
GMA warns of governance disruption
The tougher rules stem from SEC Memorandum Circular No. 7, Series of 2026, which removed an earlier exemption allowing firms to retain longtime IDs with shareholder approval and board justification.
According to the corporate watchdog, the stricter rules are meant to strengthen board independence.
In court filings, GMA described Panganiban and Laya as possessing “unrivalled wisdom and familiarity” with the company’s operations, warning their sudden exit could weaken key audit and risk oversight functions.
The network argued it had only “a very short period” to scout and evaluate replacements before its annual stockholders’ meeting originally scheduled for May 20, 2026, saying the compressed timeline made proper succession planning difficult.
SEC pushes back
But the SEC fired back that it “cannot allow the Philippine capital market to remain globally uncompetitive simply because a single corporation finds the vital task of board renewal as administratively inconvenient.”
“Petitioner’s claim regarding the burden of finding new directors is, in reality, a refusal to undergo this necessary corporate evolution,” the SEC argued.
Regulators added that other publicly listed firms had already complied with the circular, including corporate giants PLDT Inc., Petron Corp., Puregold Price Club, Inc. and Shell Pilipinas Corp.
The SEC also argued “the burden of vetting two new IDs cannot take precedence over the critical need for objective board oversight,” adding that protecting investors and fostering economic growth outweighed the “administrative inconvenience” raised by GMA.
Still no revised date for GMA stockholders’ meeting
The court noted GMA could still retain its current independent directors until its annual stockholders’ meeting without penalties and that the network’s board had approved moving the meeting to December 2026 to give itself more time to transition.
However, the SEC later rejected the proposed Dec. 9 meeting date and denied GMA’s request for reconsideration, saying there were no valid grounds for such a lengthy postponement and that any reset should only be within 60 days of the original meeting date under the Revised Corporation Code.
—Edited by Miguel R. Camus
