SEC proposes witness protection for corporate violation informants
SEC Chairperson Francis E. Lim
The Securities and Exchange Commission (SEC) is moving to establish a witness protection program for individuals who report illegal activities like investment scams, predatory lending, money laundering, terrorist financing, market abuse, and disclosure violations.
On Nov. 12, the SEC issued for public comment a draft memorandum circular outlining the whistleblower protection guidelines.
SEC said this initiative is part of its efforts to enhance corporate integrity and support the country’s broader anti-corruption and transparency drives, aligning with the United Nations Convention against Corruption and the Department of Finance's initiatives.
“Financial consumers, investors, and corporate insiders all play a vital role in safeguarding the integrity of our financial and corporate sectors,” SEC Chairman Francis Lim said.
“Their willingness to expose wrongdoings forms part of our defense against fraud, market abuse, failures in disclosure, and other illegal acts,” he added.
Lim said the guidelines aim to “empower victims, market participants, and concerned citizens to come forward without fear” to report violations ranging from simple scams to complex misconduct such as insider trading and failures to disclose beneficial ownership.
Under the draft, a whistleblower is defined as any person who provides truthful information on a reportable act or omission to the SEC.
Reportable acts cover offenses under the Revised Corporation Code, including unauthorized use of a corporate name, violation of director disqualification provisions, willful certification of incomplete, false, or misleading statements, and fraudulent conduct of business.
Whistleblowers may also report violations of other laws implemented by the SEC, such as the Securities Regulation Code, the Financial Products and Services Consumer Protection Act, and the Lending Company Regulation Act of 2007.
SEC said this broad scope allows for reporting of both obvious scams and highly sophisticated violations like market manipulation and failure to disclose accurate beneficial ownership data.
The draft guidelines prioritize protecting whistleblowers from retaliation while providing accessible reporting channels.
Reports can be lodged through several channels, including a soon-to-be-created Whistleblowing Portal on the SEC website.
The portal will collect comprehensive information, including a description, timing, impact, location, names of individuals involved, and prior reporting attempts.
Reports can also be filed via the SEC website chatbot, email, phone, the SEC Check App, mail, or in person at the SEC Headquarters in Makati City or its 15 extension offices across the country.
Anonymous reports will be processed only if the information provides verifiable leads (e.g., through corporate records checks). Anonymous filers must clearly identify the corporation's name, address, and the specific laws and regulations allegedly violated. Filers may provide confidential contact information.
The guidelines also designate a Whistleblowing Office to manage reports and oversee protection measures. This office will assess the credibility of the source and the quality of the evidence, and evaluate the report's potential public interest or harm.
Anti-retaliation measures are central to the program, including protections against dismissal or demotion, and the provision of counseling or legal assistance.
The public has until Dec. 11, 2025 to submit comments on the proposed guidelines via email to [email protected].