Term Limit of Independent Directors, Securities and Exchange Commission Memorandum Circular No. 4, Series of 2017 (Philippines)

Under the Revised Corporation Code of the Philippines, an independent director is defined as a person who, apart from shareholdings and fees received from the corporation, is independent of management and free from any business or other relationship. An independent director shall only serve for a maximum cumulative term of nine (9) years, and after which, shall be perpetually barred from re-election as such in the same company. Should the company wish to retain the independent director beyond the maximum allowable period, the Board must provide meritorious justification and seek the approval of the shareholders during an annual shareholders' meeting.