GMA fights new rule forcing long-serving directors to step down
GMA Network Inc. is taking the Securities and Exchange Commission (SEC) to court to block the new regulation that forces long-serving independent directors to vacate their seats.
In a petition for certiorari filed Thursday, March 26, with the Regional Trial Court of Makati, GMA sought to nullify SEC Memorandum Circular No. 7, Series of 2026, alleging that the regulator acted with “grave abuse of discretion” in imposing a nine-year cumulative term limit for independent directors.
The media giant also requested an urgent temporary restraining order to halt the implementation of the rule while the case is pending.
The legal challenge targets a Jan. 26 circular that became effective at the start of February. Under the SEC’s mandate, independent directors are restricted to a maximum tenure of nine years, with the clock starting in 2012.
For many of the country's blue-chip firms, this means directors who have reached the limit must step down by their 2026 annual stockholders’ meeting.
GMA argued that the sudden enforcement of the cap violates constitutional protections, specifically the due process and equal protection clauses. The broadcaster told the court that the circular inflicts “direct injury” by giving the company insufficient time to find suitable replacements for its two outgoing independent directors: former Supreme Court Chief Justice Artemio Panganiban and former Central Bank Governor Jaime C. Laya.
In its filing, the company said the rule forces it to “scramble” to fill the vacancies, potentially compromising the quality of its corporate governance.
Ayahl Ari Augusto P. Chio, GMA first vice president for administration and investor relations, said the vetting process for individuals of such stature cannot be rushed without risking the company's strategic stability.
The move to sue the regulator comes just one day after GMA announced it would delay its 2026 annual meeting from May 20 to Dec. 9. While the postponement provides a temporary buffer, the company maintained that the legal merits of the case remain urgent.
GMA contends that the “irreparable injury” to its constitutional rights and the disruption to its board composition require immediate judicial intervention.