GMA Network Inc. filed a petition for certiorari before the Makati Regional Trial Court on Thursday, challenging the constitutionality of a circular issued by the Securities and Exchange Commission (SEC) that limited the cumulative term of independent directors to nine years.
The petition, which seeks to nullify and set aside SEC Memorandum Circular 7, Series of 2026, said the directive was issued “with grave abuse of discretion” and violated Sections 1 and 22 of Article III of the 1987 Constitution.
GMA also asked the court to issue either a temporary restraining order, writ of preliminary injunction, or other remedies to prevent the SEC from enforcing the circular “and to prevent any irreparable injury to the petitioner due to the infringement of their constitutional rights.”
The circular, which took effect on Feb. 1, 2026, mandates that independent directors can only serve a maximum of nine cumulative years in the same company, counted from 2012.
Under a transitory provision, incumbent independent directors who already reached the nine-year limit may continue serving until the company’s 2026 annual stockholders meeting (ASM).
GMA said the circular directly affected two incumbent independent directors, former chief justice Artemio Panganiban and former central bank governor Jaime Laya, who would need to be replaced before the 2026 ASM without sufficient time for a thorough evaluation, which could be injurious to the company.
GMA said it “will be forced into a position of scrambling to replace its two incumbent independent directors ... without the opportunity of conducting an exhaustive vetting process.”
The network also noted that while its 2026 ASM, originally set for May 20, had been rescheduled to Dec. 9, 2026, the issues raised against the circular by virtue of the petition “remain relevant for the resolution of the court.”
GMA Network shares on Thursday dropped P0.17, or 2.81 percent, to close at P5.89 apiece.
