INDEPENDENT DIRECTORS AND THE GREEN AGENDA: ALIGNING PHILIPPINE CORPORATE GOVERNANCE WITH GLOBAL ENVIRONMENTAL GOALS
Darren J. Gonzales, Associate Professor, John Wesley School of Law and Governance Wesleyan University-Philippines
Corporate governance is undergoing a profound transformation as environmental, social, and governance (ESG) principles redefine how corporations are expected to operate within global markets. Traditional notions of governance, once centered primarily on shareholder value and profit maximization, are now being reimagined to include broader responsibilities toward society and the environment. This global shift recognizes that sustainable business practices are no longer optional moral aspirations but essential conditions for long-term corporate viability. The Philippines, while progressive in enacting the Revised Corporation Code of 2019 and the Securities and Exchange Commission (SEC) Code of Corporate Governance, continues to emphasize financial performance and shareholder protection over sustainability and stakeholder accountability. Although these frameworks mandate transparency, ethical conduct, and board independence, they remain largely silent on the environmental dimension of corporate responsibility. Independent directors appointed to safeguard fairness, integrity, and objectivity in board decision represent an untapped opportunity to advance the corporate “green agenda” by ensuring that environmental considerations form part of strategic governance. This research explores how independent directors can serve as catalysts for aligning Philippine corporate governance practices with global environmental goals. It employs doctrinal and comparative legal analysis to examine whether the fiduciary duties of independent directors under Philippine law can be interpreted to include environmental stewardship. By comparing the Philippine framework with international models such as the UK Corporate Governance Code, the U.S. Sarbanes-Oxley Act, and ASEAN sustainability frameworks, the study identifies best practices that could inform legal and policy reform. Ultimately, the research argues that empowering independent directors with an explicit sustainability mandate would strengthen corporate accountability, enhance investor confidence, and contribute to the realization of the United Nations Sustainable Development Goals (UN SDGs). In doing so, it reimagines corporate governance not merely as a tool for market regulation but as an essential instrument for environmental protection and national development.
| 📄 Type | 🔍 Information |
|---|---|
| Research Paper | LawFoyer International Journal of Doctrinal Legal Research (LIJDLR), Volume 3, Issue 4, Page 264–286. |
| 🔗 Creative Commons | © Copyright |
| This work is licensed under a Creative Commons Attribution-NonCommercial 4.0 International License . | © Authors, 2025. All rights reserved. |