Course Name
Basics of Corporate Governance
Schedule
April 14, 2026 - April 14, 2026
Schedule via Zoom:
Tuesday
8:30 am - 4:30 pm
Early Eagle Rate:
Php 5,600
Valid Until:
March 31, 2026
Description
The course is a basic orientation on the concepts and applications of Corporate Governance (CG) as defined under pertinent legislation and administrative issuances in the Philippines. Directors and Key Officers of companies established and/or operating in the Philippines corporations will benefit from the course. First-time Directors and Key Officers, or persons who are about to be appointed as such in a Publicly-Listed Corporation, in particular, will meet the required training and basic orientation on CG. Beyond mere compliance, participants will benefit from practical frameworks and tools that can be employed inside their companies to employ CG as a means of promoting adherence to internal controls, preventing fraud, and developing a culture of good governance.
This is also in partnership with the Ateneo Gov. Jose B. Fernandez Center for Ethics.
Who should attend
- Corporate Directors (whether in a Publicly Listed or Privately-Held Corporation)
- Key officers and Executives
*Accredited Institutional Training Provider of Corporate Governance of the Securities and Exchange Commission (SEC)
By the end of the session, the participants should be able to:
- Explain the concepts behind good corporate governance, particularly with respect to:
A. Fiduciary Duties and Responsibilities as a response to the Agency Problem
B. Stakeholder Approach to Corporate Governance
C. Rights and Obligations of the Corporate Entity and its Directors and Officers;
D. Link between values, ethics, and good governance.
- Apply these concepts to their respective organizations
I. History, definitions, and basic concepts of corporate governance (CG)
A. Quick history of CG
B. Definitions of CG
C. Key ideas: balance, responsibility, systems
D. Utility of CG: compliance, internal controls, reputation management, corporate responsibility, professionalization, achievement of corporate objectives
E. Principal and agent relationship and the separation of ownership from management
F. Fiduciary duties in CG
II. Director and officer responsibilities under the Revised Corporation Code (RCC)
A. Corporations vested with public interest
B. General provisions on director and officer responsibilities and liabilities
C. The three-fold duty of directors and officers
D. The business judgment rule
E. Conflicts of interest and their different forms
F. New offenses (and their penalties) in the RCC (Secs. 159-169) G. Beyond the legalities: The leader as an example, enforcer and enabler
III. Code of corporate governance for publicly-listed companies (SEC MC No. 19, Series of 2016)
A. Nature and concept of the code of corporate governance for publicly-listed corporations (the “code”)
B. Principle 1: A working, competent board
C. Principle 2: Roles and responsibilities of the board
D. Principle 3: Board committees
E. Principle 4: Director commitment
F. Principle 5: Board independence
G. Principle 6: Board assessment process
H. Principle 7: Strengthening board ethics
IV. Code of corporate governance for publicly-listed companies (second part)
A. Principle 8: Disclosures and transparency
B. Principle 9: Auditor independence and quality
C. Principle 10: Reporting on non-financial and sustainability issues
D. Principle 11: Comprehensive and cost-efficient communication channels
E. Principle 12: Internal controls and enterprise risk management
F. Principle 13: Promoting shareholder rights
G. Principle 14: Stakeholder rights
H. Principle 15: Employee’s participation
I. Principle 16: Social responsibility
Dr. Carlos Jose "Charlie" P. Gatmaitan, PhD, FICD is an independent director, board advisor, and faculty specializing in corporate governance, sustainability, and strategic management. He currently serves as Independent Director of Basic Energy Corporation, Life Savings Bank, and Vismotors Corporation, chairing key governance and audit committees. He also served as Chairman of GoDigital Pilipinas and Solar Philippines New Energy Corporation, and has held leadership roles in publicly-listed companies such as MRC Allied, Inc. and PNOC Renewables Corporation.
Dr. Gatmaitan has extensive advisory experience, having led strategic governance and sustainability initiatives for Reyes Tacandong & Co. and served as Strategic Governance Advisor to W Group, Inc. He previously served as CEO of the Institute of Corporate Directors, Philippines, driving programs on corporate governance, sustainability, and director development.
In academia, he is a faculty member at the Ateneo de Manila Graduate School of Business, the Institute of Corporate Directors, Philippines, and the Southeast Asia Interdisciplinary Development Institute, where he teaches courses on strategic management, governance, and sustainability.
He earned his PhD in Organizational Development and Planning from the Southeast Asia Interdisciplinary Development Institute, an MBA from Pepperdine University, and professional certificates in international business, entrepreneurship, and technology entrepreneurship from Harvard Business School and the University of California, Los Angeles. Dr. Gatmaitan is also a Chartered Financial Analyst (CFA I) and holds a Bachelor of Science in Business Management from Pepperdine University.
