No double standards: SEC firm on directors rule after GMA petition 

The Securities and Exchange Commission (SEC) stood firmly in its enforcement of term limits for independent directors following the Makati Regional Trial Court’s (RTC) denial of a Temporary Restraining Order (TRO) sought by GMA Network, Inc. against the new rule.

SEC Chairperson Francis Lim on Tuesday stressed the importance of governance reforms in response to GMA’s petition.

“Our people clamor against political dynasties—so our public companies must reject boardroom entrenchment. No double standards,” Lim said.

“We must raise our governance standards to restore investor confidence. Our stock market has been falling behind. The time to act is now—and we call on everyone to step up for the sake of our capital markets.”

SEC Memorandum Circular No. 7, Series of 2026 (MC 7), which took effect in February, limits independent directors to a maximum cumulative term of nine years in the same publicly listed company, counted from 2012.

Directors who have reached the limit may no longer serve as independent directors in the same company, though they may still be elected as regular directors.

GMA Network filed a petition for certiorari on 26 March, seeking to nullify MC 7 and requesting urgent relief through a TRO.

The SEC, through the Office of the Solicitor General, opposed the motion, arguing that GMA had failed to show a clear and unmistakable right being violated.

During the hearing, the court found that GMA’s failure to disclose the ASM rescheduling misled the judiciary, ruling that no “extreme urgency” exists and giving the network sufficient time to comply with SEC rules.

MC 7, the Commission said, seeks to strengthen corporate governance, boost investor confidence, and develop the capital market.

Under Section 22 of the Revised Corporation Code, the SEC is allowed to set rules on qualifications, term limits, and other requirements for independent directors to ensure their independence and align with international standards.