Corporate Governance in the Philippines

Corporate governance determines who can decide, approve, sign and be held responsible. A valid corporate action may require board approval, shareholder approval, an officer’s implementation, or an external regulator’s consent.

Governance questions

• Is the matter reserved to the board or shareholders?
• Was proper notice given and was quorum present?
• What voting threshold applies?
• Does a director or officer have a conflict of interest?
• What resolution, minutes or secretary’s certificate must evidence the action?

Core subjects

• Board composition, powers and duties
• Corporate officers and delegated authority
• Board meetings, quorum and voting
• Shareholder meetings and written consent
• Related-party transactions and conflicts
• Director liability, business judgment and records

Approval workflow

1. Identify the proposed act and its legal basis.
2. Determine the approving body and voting threshold.
3. Prepare notice, agenda and supporting documents.
4. Record deliberation, conflict disclosures and the vote.
5. Issue the resolution or certificate and complete any filing.

Next step: Never rely on a signature alone—confirm the signer’s underlying corporate authority.