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Summary of SEC Memorandum Circulars on Sustainability
01 Sep 2025
Overview
This Sustainability Alert is issued to circulate the following Securities and Exchange Commission (SEC) Memorandum Circulars (MC) related to sustainability:
- SEC MC No. 04-2019: Sustainability Reporting Guidelines for Publicly-Listed Companies
- SEC MC No. 08-2019: Guidelines on the Issuance of Sustainability Bonds Under the ASEAN Sustainability Bonds Standards in the Philippines
- SEC MC No. 03-2023: Guidelines on the Issuance of Sustainability-Linked Bonds under the ASEAN Sustainability-Linked Bond Standards in the Philippines
- SEC MC No. 04-2023: Adoption of the ASEAN Sustainable and Responsible Fund Standards (ASEAN SRFS); and Establishment of Rules on: 1) Qualification of a Local Investment Company under the ASEAN SRFS; 2) Recognition of a Foreign Collective Investment Scheme qualified under the ASEAN SRFS that seeks to offer in the Philippines under the ASEAN CIS framework
- SEC MC No. 15-2023: Guidelines on Eligible Blue Projects and Activities for the Issuance of Blue Bonds in the Philippines
These sustainability memorandum circulars reflect the dedication to environmental responsibility and sustainable practices.
Sustainability Reporting Guidelines for Publicly-Listed Companies
SEC MC No. 4-2019
On 18 February 2019, the SEC issued MC No. 4, Sustainability Reporting Guidelines for Publicly-Listed Companies (PLCs), to promote sustainability reporting and make it relevant for Philippine PLCs. Here are the key points:
- Reporting Requirements: Companies must assess and manage their non-financial performance across Economic, Environmental, and Social (EES) aspects.
- Submission with SEC Form 17-A: The sustainability report must be submitted with the company's Annual Report
(SEC Form 17-A). - Comply or Explain Approach: The guidelines were adopted on a “comply or explain approach” for the first three years upon implementation. Companies must either comply with the reporting requirements or explain why they have not.
- Penalties: Non-attachment of the sustainability report to the Annual Report is subject to penalties for an Incomplete Annual Report provided under SEC MC No. 6-05 (Consolidation Scale of Fines).
These Guidelines is intended to help PLCs assess and manage non-financial performance across Economic, Environmental and Social aspects of their organization and enable PLCs to measure and monitor their contributions towards achieving universal targets of sustainability, such as United Nations (UN) Sustainable Development Goals (SDGs), as well as national policies and programs, such as AmBisyon Natin 2040.
Guidelines on the Issuance of Sustainability Bonds Under the ASEAN Sustainability Bonds Standards in the Philippines
SEC MC No. 8-2019
On 26 April 2019, the SEC issued MC No. 8, which provides comprehensive guidelines for issuing sustainability bonds in alignment with the ASEAN Sustainability Bonds Standards.
These guidelines aim to support sustainable development in the ASEAN region by facilitating access to alternative financing for projects that address environmental and social needs. They are also aligned with the International Capital Markets Association's (ICMA) Sustainability Bond Guidelines enhancing transparency, consistency, and uniformity in the issuance of ASEAN Sustainability Bonds.
Guidelines on the Issuance of Sustainability-Linked Bonds under the ASEAN Sustainability-Linked Bond Standards in the Philippines
SEC MC No. 3-2023
On 4 April 2023, the SEC issued MC No. 3, which provides guidelines on the issuance of Sustainability-Linked Bonds (SLBs) in the Philippines under the ASEAN Sustainability-Linked Bond Standards developed by the ASEAN Capital Markets Forum (ACMF). The five core components of the ASEAN SLBs are as follows:
- Selection of Key Performance Indicators (KPIs): Issuers must select external or internal KPIs that measure the Issuer’s sustainability performance that are aligned with standards such as the UN SDGs.
- Calibration of Sustainability Performance Targets (SPTs): Issuers must calibrate SPTs for each KPI to express the level of ambition the issuer is ready to commit to, and thus considers realistic. And should also disclose strategic information impacting the achievement of these targets.
- Bond Characteristics: The financial and/or structural characteristics of ASEAN SLBs can vary depending on whether the selected KPIs have reached the predefined SPTs.
- Reporting: Issuers must publish and keep readily available and easily accessible information needed as described in Section 20 and 21 of this guideline.
- Verification: The issuer must seek independent and external verification of their performance level against each SPT for each KPI by a qualified external review provider with relevant expertise to ensure the integrity and accuracy of the sustainability claims.
These guidelines aim to enhance transparency, consistency, and uniformity in the issuance of SLBs, supporting sustainable development in the ASEAN region.
Adoption of the ASEAN Sustainable and Responsible Fund Standards (ASEAN SRFS); and Establishment of Rules on: 1) Qualification of a Local Investment Company under the ASEAN SRFS; 2) Recognition of a Foreign Collective Investment Scheme qualified under the ASEAN SRFS that seeks to offer in the Philippines under the ASEAN CIS framework
SEC MC No. 4-2023
On 25 April 2023, the SEC issued MC No. 4, which outlines the adoption of the ASEAN Sustainable and Responsible Fund Standards (ASEAN SRFS) and establishes rules for the qualification of local investment companies and the recognition of foreign collective investment schemes (CIS) under the ASEAN SRFS.
In line with the Commission’s commitment to protect investors from greenwashing and assist them in making better-informed investment decisions, and to provide guidance on the disclosures and reporting of investment companies classified as Sustainable and Responsible Investment (SRI) Funds and their Fund Managers, the Commission, on 20 December 2022, issued SEC MC No. 11 on the Rules on Sustainable and Responsible Investment Funds which was aligned with the ASEAN SRFS.
- Adoption of ASEAN SRFS: The circular adopts the ASEAN SRFS to promote sustainable and responsible investment practices in the Philippines.
- Qualification of Investment Companies: An investment company, including any sub-fund of an umbrella fund, may qualify as an ASEAN SRF and make offers locally upon satisfactory compliance with Section 4 of this circular.
- Requirements for Foreign SRFs to be recognized in the Philippines: Foreign SRFs may be offered in the Philippines under the ASEAN CIS Framework upon satisfactory compliance with Section 6 of this circular.
- Administrative Actions of the Commission: The Commission may suspend or revoke the qualification of an investment company, including any sub-fund of an umbrella fund, as an ASEAN SRF if it is no longer compliant with the Local SRIF Rules and/or the ASEAN SRFS. They can also reinstate the company in the list of ASEAN SRF in the SEC microsite dedicated for investment companies, subject to the requirements set by Section 12 of this circular.
- Administrative Sanctions: Violation of any of the provided rules shall subject the investment company and/or its fund manager to the same sanctions provided under the Local SRIF Rules, aside from the removal of its name in the SEC and ACMF microsite dedicated for ASEAN SRFS, as may be applicable.
These guidelines aim to enhance the sustainability of investment practices and facilitate cross-border offerings within ASEAN member countries.
Guidelines on Eligible Blue Projects and Activities for the Issuance of Blue Bonds in the Philippines
SEC MC No. 15-2023
On 21 September 2023, the SEC issued MC No. 15, which provides guidelines on the issuance of Blue Bonds in the Philippines. Here are the key points:
- Eligibility: All designated Blue Projects and/or Blue Activities must provide clear benefits to ocean health and the blue economy and/or must contribute substantially to UN SDGs 6 (Clean Water and Sanitation) and 14 (Life Below Water).
- Alignment: The guidelines are based on the Blue Finance Guidance Framework developed by the International Finance Corporation (IFC) and the Green and Blue Bond Framework of the Asian Development Bank (ADB).
- Reporting on the use of proceeds from: In relation to Section 21 - Continuous Reporting on the Use of Proceeds of SEC MC No. 12-2018, Guidelines on the Issuance of Green Bonds Under the ASEAN Green Bonds Standards in the Philippines, the Section 11 of this Circular lists down the quantitative performance measures that may be employed by the Issuer.
- External Review: Issuers of Blue Bonds are strongly encouraged to engage an external review provider for the issuance of their blue bonds in line with international standards and best practice and in accordance with SEC MC No. 12-2018.
These guidelines aim to enhance transparency, consistency, and uniformity in the issuance of Blue Bonds, supporting sustainable development and environmental stewardship in the Philippines.
For further guidance, please refer to the attached circulars.
SEC MC No. 04-2019
SEC MC No. 08-2019
SEC MC No. 03-2023
SEC MC No. 04-2023
SEC MC No. 15-2023
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