SEC Rules and Regulations Regarding Whistle-Blowing

The documents discuss the importance of whistleblowing policies that protect employees and stakeholders who report illegal or unethical practices. Such policies should allow open communication of concerns without fear of retaliation. They should include safeguards for confidentiality and protection from discrimination for whistleblowers. The policies are considered a best practice and necessary framework for corporate governance.

Uploaded by

Lance Jazekmiel DOMINGO

We take content rights seriously. If you suspect this is your content, claim it here.

Available Formats

Download as PDF, TXT or read online on Scribd

0% found this document useful (0 votes)

67 views4 pages

SEC Rules and Regulations Regarding Whistle-Blowing

Uploaded by

Lance Jazekmiel DOMINGO

We take content rights seriously. If you suspect this is your content, claim it here.

Available Formats

Download as PDF, TXT or read online on Scribd

You are on page 1/ 4

Source: Link:

Philippine Corporate Governance Blueprint 2015 https://www.sec.gov.ph/wp-content/u

ploads/2019/11/SEC_Corporate_Go
Building a Stronger Corporate Governance Framework vernance_Blueprint_Oct_29_2015.p
df

Page 24;62/71

Description:

Whistle-blowing Policy

Relative to the company's commitment in promoting integrity in doing business, officers

and employees as well as other relevant stakeholders should be able to communicate freely
and responsibly any concern and knowledge they may have about illegal and unethical
practices within the corporation. Their right to communicate these matters to the Board should
not be compromised in any way, and should be strongly protected by a whistle-blowing policy.
The company should subscribe to the broader integrity initiatives and anti-corruption
programs that have already been launched in the broader economy and society.

The proposed amendment to the Corporation Code recognizes the need to protect
whistleblowers and provides for a penalty clause for retaliation against whistleblowers. A
whistle-blowing policy that allows employees and other stakeholders to freely communicate
their concerns without fear of any retribution or repercussion is a recognized best practice.

Officers and employees should be able to communicate freely and responsibly any
concern and knowledge about unethical and illegal practices within the corporation.

Companies should refrain from discriminatory or disciplinary actions against employees

or other stakeholders. Instead, they should encourage and protect them. Protection of
whistleblowers should emanate directly from the highest level of the corporation. 33 Details of
the actual whistle-blowing policy and the monitoring process should be disclosed in the
company's website and the ACGR.

Implementation Road Map: 2020

Require companies to have a whistle-blowing policy that would allow employees and
other stakeholders to freely communicate their concerns without fear of any retribution or
repercussion.
Source: Link:

Code of Corporate Governance for Publicly-Listed https://www.sec.gov.ph/mc-2016/mc

Companies -no-19-s-2016/#gsc.tab=0

Memorandum Circular no. 19 s. 2016 Page 41/42

Description:

Recommendation 15.3
The Board should establish a suitable framework for whistleblowing that allows
employees to freely communicate their concerns about illegal or unethical practices, without
fear of retaliation and to have direct access to an independent member of the Board or a unit
created to handle whistleblowing concerns. The Board should be conscientious in establishing
the framework, as well as in supervising and ensuring its enforcement.

Explanation
A suitable whistleblowing framework sets up the procedures and safe-harbors for
complaints of employees, either personally or through their representative bodies, concerning
illegal and unethical behavior. One essential aspect of the framework is the inclusion of
safeguards to secure the confidentiality of the informer and to ensureprotection from
retaliation. Further, part of the framework is granting individuals or representative bodies
confidential direct access to either an independent director or a
unit designed to deal with whistleblowing concerns. Companies may opt to establish an
ombudsman to deal with complaints and/or established confidential phone and e-mail facilities
to receive allegations.

Explanation:

A suitable whistleblowing framework sets up the procedures and safe-harbors for complaints
of employees, either personally or through their representative bodies, concerning illegal and
unethical behavior. One essential aspect of the framework is the inclusion of safeguards to
secure the confidentiality of the informer and to ensureprotection from retaliation. Further, part
of the framework is granting individuals or representative bodies confidential direct access to
either an independent director or a
unit designed to deal with whistleblowing concerns. Companies may opt to establish an
ombudsman to deal with complaints and/or established confidential phone and e-mail facilities
to receive allegations.
(MC No. 19, s. 2016)
Source: Link:

Guidelines for the Accreditation of Microfinance NGOs https://site2dev.sec.gov.ph/mnrc-mc

for the Period 2022 to 2025 -2021/mnrc-mc-no-02-s-2021/#gsc.t
ab=0
SEC-MNRC Memorandum Circular No. 2, s. 2021
Page 32/40

Description:

Duties to Stakeholders

Principle 13: The rights of stakeholders established by law, by contractual relations and
through voluntary commitments must be respected. Where stakeholders' rights and/or
interests are at stake, stakeholders should have the opportunity to obtain prompt effective
redress for the violation of their rights.

Does the Board adopt a transparent framework and process that allow stakeholders to freely
communicate their concerns about illegal or unethical practices, without fear of retaliation and
to have direct access to the board?

Interpretation:

Pursuant to SEC-MNRC MC No. 2, s. 2021, every Microfinance NGOs should uphold a

liberating workspace which shall allow the Stakeholders to voice out their respective
concerns, should they have any, about any illegal or unethical practices, free from the threat
of any impending repercussions. It shall be the duty of the Board to promulgate such a
corporate environment for the Stakeholders.
Source: Link:

The Securities Regulation Code https://www.sec.gov.ph/wp-content/u

ploads/2019/11/2015-SRC-Rules-Pu
REPUBLIC ACT NO. 8799 blished-in-Phil-Star-Manila-Bulletin-
October-25-2015.pdf

Page 152/217

Description:

Rule 39.1.5.4.2.8.3. Whistle-blower Policy

A CRA (Credit Rating Agency) must have detailed whistle-blower policies encouraging
all employees to report (with complete confidentiality) any unethical practice or grave
misconduct to a designated authority. All reported events shall be taken seriously and
investigated promptly. The investigation report shall be submitted within a stipulated time
frame (as specified by the CRA) from the receipt of the complaint. There shall be provisions to
prevent discrimination, retaliation, or harassment against any whistle-blower or participant in
the investigation process.