Press release

Panel discussion to mark in-person launch of legal opinion on directors’ duties and disclosure obligations under Philippine law on climate change risks

25th April 2023

After a successful soft launch at an online roundtable in November 2022, the Commonwealth Climate and Law Initiative (CCLI), together with ClientEarth and the Institute of Corporate Directors (ICD) is pleased to announce the in-person launch of the legal opinion, 'Directors’ Duties & Responsibilities and Disclosure Obligations Under Philippine Law On Climate Change Risks'. The launch event will be held on 27 April 2023, from 11:00 AM to 2:00 PM at The Fairmont Makati, Makati, The Philippines.

The legal opinion, authored by Cesar L. Villanueva, Senior Founding Partner at Villanueva Gabionza & Dy, Lily K. Gruba, Senior Partner at Zambrano Gruba Caganda & Advincula, Angelo Patrick F. Advincula, Senior Partner at Zambrano Gruba Caganda & Advincula, and Joyce Anne C. Wong, provides valuable insights into the legal obligations of directors of for-profit corporations with regard to climate change-related risks under Philippine law.

The launch event will feature a panel discussion on the legal, governance, and financial risk implications of climate change and the latest trends in climate governance that can help company directors navigate this rapidly evolving field. Alex Cooper, (Corporate/Finance and Climate Change Lawyer, CCLI) will present the key messages of the legal opinion and the international landscape of climate risk governance. This will be followed by a panel discussion with Atty. Cesar Villanueva (legal opinion lead author), Ms. Sherisa Nuesa (Independent Director, Manila Water), Mr. Eric Francia (President and CEO, ACEN), Atty. Alex Cabrera (Vice-President, Management Association of the Philippines), Atty. Thomas Clark (General Counsel, Asian Development Bank), and Atty. Roel Refran (COO, Philippine Stock Exchange)This panel will be moderated by Dr. Carlos Gatmaitan (ICD) and Ms. Joyce Tan (ClientEarth).

The legal opinion finds that directors of for-profit corporations in the Philippines have a legal duty to consider climate change-related risks in the discharge of their fiduciary duties of obedience and diligence. The opinion further notes that directors have a stewardship role to ensure that their companies' operations do not degrade the environment or contravene environmental laws.

The opinion also discusses the implications of the Philippine Securities and Exchange Commission's Sustainability Reporting Guidelines for Publicly-Listed Companies and the potential for mandatory sustainability reporting in the future. The panel will discuss how the increased reporting standards and corresponding changes in identification and management of climate-related risks will affect boards of directors of both private and public companies.

Carlos Gatmaitan, Chief Executive Officer of the Institute of Corporate Directors, Philippines, said, "This publication is a major step for formalizing an SEC Memorandum Circular for proper duties and responsibilities of directors as well as disclosures and obligations of [publicly-listed companies] PLCs."

Alex Cooper, Lawyer at the CCLI, noted, "This independent opinion of Philippine counsel adds to and complements opinions which we have commissioned in Malaysia, India, Hong Kong and Singapore. It finds that governance of foreseeable financial climate change risks forms part of directors' duties, and that directors have a stewardship role to ensure that company operations do not degrade the environment."

Joyce Melcar Tan, Senior Lawyer at environmental law NGO ClientEarth, said, "The legal opinion provides a unique opportunity to drive crucial conversations regarding the role of the private sector, particularly company directors, in tackling the climate crisis."

The launch event provides an excellent opportunity for lawyers, company directors, and other stakeholders to gain insights into the legal framework for managing climate risks and pursuing opportunities as the Philippines transitions to a net-zero carbon economy.

Read the legal opinion here. 

ENDS

Notes to editors:
  • Dr. Carlos Gatmaitan, Chief Executive Officer of the Institute of Corporate Directors, Philippines is the CEO and a Teaching Fellow of the Institute of Corporate Directors (ICD). He concurrently serves as Professor of Strategy Management at the Ateneo Graduate School of Business (AGSB) and specialises in Strategic Management, Corporate Governance, Risk Management and Sustainability Reporting. Dr. Gatmaitan is an active Independent Director and is Chairman of Governance and Audit Committees for Life Savings Bank, Solar Philippines New Energy Corporation, Vismotors Corporation and Global Power Solutions, Inc. (GPS). Prior to this, he was the Chairman of MRC Allied, Inc., a publicly-listed company at the Philippine Stock Exchange involved in renewable energy, mining and property development. He was also appointed by President Benigno Aquino, Jr. as President and CEO of PNOC Renewables Corporation, a Government-Owned and Controlled Corporation mandated to develop renewable energy in the Philippines.During his term, he was a Director of the National Renewable Energy Board (NREB) and led joint venture agreements involving major renewable energy projects.
  • Alex Cooper, Lawyer – Corporate/Finance and Climate Change is a lawyer focusing on corporate and financial matters at the Commonwealth Climate and Law Initiative. Alex has worked in collaboration with lawyers across South-East Asia to advance the legal analysis of climate change and directors’ duties across a number of jurisdictions, including India, Hong Kong, Malaysia and the Philippines. He has co-authored the CCLI’s legal analysis Fiduciary Duties and Climate Change in the United States and worked with the Climate Governance Initiative on the production of the global primer on directors’ duties and climate change. He is a UK-qualified lawyer, with significant experience in the dispute resolution department at a magic circle law firm, where he assisted clients in litigation before the High Court and Court of Appeal and in regulatory investigations. He also acts as a legal consultant on biodiversity issues with a number of civil society entities.
  • Joyce Melcar Tan, Senior Lawyer – Energy System, Asia, is a lawyer at the environmental law NGO ClientEarth, focusing on the Philippines’ transition to a climate-neutral economy and enhancing capacity for climate and environmental law practice to facilitate this transition. Joyce works with civil society, the academe, and other stakeholders to strengthen climate action to achieve the goals of the Paris Agreement. She is a Philippine and New York-qualified lawyer with extensive experience in climate and energy policy. She was previously an associate at SyCip Salazar Hernandez & Gatmaitan, where her practice included energy and environmental regulation.
  • The CCLI is a legal research and stakeholder engagement initiative founded by Oxford University Smith School of Enterprise and the Environment, ClientEarth and Accounting for Sustainability (A4S). The CCLI examines the legal basis for directors and trustees to manage and report on climate change related risk and climate mitigation and our research is at the forefront of the intersection of climate and biodiversity risks under existing companies and securities laws. It provides practical tools on how to integrate the risks and opportunities of climate change into corporate governance, to minimise the risk of personal liability and maximise efforts of the private sector in the transition to a sustainable economy. The CCLI convenes conferences and stakeholder events to disseminate these messages and build capacity across the corporate, regulator and civil society ecosystem. The CCLI does not litigate but aims to demonstrate that prevailing company laws and fiduciary duties compel action on climate change. Founded to focus on four Commonwealth countries: Australia, Canada, South Africa, and the United Kingdom, the CCLI has expanded its remit to the United States, Singapore, India, Hong Kong, Japan, Malaysia and the Philippines. The CCLI leverages the inter-disciplinary and cross-jurisdictional perspectives provided by its global experts from academia and the legal, accountancy, business, and scientific communities.

For more information, please visit the CCLI website.

About ClientEarth

ClientEarth is a non-profit organisation that uses the law to create systemic change that protects the Earth for – and with – its inhabitants. We are tackling climate change, protecting nature and stopping pollution, with partners and citizens around the globe. In Asia, we work with the private sector, civil society and government regulators to support the net zero transition through capacity building and legal analysis on topical issues on climate change, sustainability and the environment. From our offices in Europe, Asia and the USA we help build a future for our planet in which people and nature can thrive together.