Vivian Yuchengco refuses to let the Securities and Exchange Commission (SEC) decide when her nearly three-decade run on the Philippine Stock Exchange (PSE) board should end.

Days after Yuchengco and fellow veteran broker-director Eddie Gobing asked the Court of Appeals to junk the SEC’s new term limits, Yuchengco fired off at SEC Chairman Francis Lim.

Her message, stripped of the pleasantries normally exchanged in corporate boardrooms: The SEC may regulate the stock market, but it does not own it.

“Shareholder rights are NOT a privilege granted by the SEC,” Yuchengco said in a statement obtained by Rappler, emphasis hers. “The SEC does not own the shares. The SEC does not elect the directors. The shareholders do.”

Having already served well beyond the new 10-year cumulative cap, Yuchengco could eventually be barred from seeking another term once the transition period for incumbents runs out.

For the long-time broker-director, that’s precisely the problem with Lim’s argument that shareholders remain free to elect directors, provided their nominees meet regulatory qualifications. She called that reasoning “plainly misleading” and accused the SEC of using corporate governance as a “pretext” to dislodge directors it would rather not see around.

“Chairman Lim calls the Circular ‘reform.’ But reform does not mean using regulatory power to remove directors whom shareholders have repeatedly chosen to keep on the Board. That is not reform. It is the regulator overriding the judgment of the shareholders,” she said in the statement.

The woman who can’t be moved

Yuchengco is no casual occupant of the PSE board. The petition she filed with Gobing says she has accumulated 29 years as a PSE director, including a stint as chairperson from 2002 to 2003. She was also the first woman elected president of the old Makati Stock Exchange in 1989 before it merged with the Manila Stock Exchange to form the PSE. She later helped work on the PSE’s demutualization.

She chairs the Philippine Association of Securities Brokers and Dealers and owns and manages The First Resources Management and Securities Corporation, an active PSE trading participant. She also sits as a non-independent director of Philippine Dealing System Holdings.

And, yes, it is that Yuchengco name. She belongs to the broader business family whose interests include RCBC, House of Investments, Malayan Insurance, and education businesses under iPeople, although her PSE representation is through her own brokerage.

Her lawyers are also keen to point out that shareholders have hardly been trying to get rid of her. The petition notes, with a bit of legal chest-thumping, her and Gobing’s repeated reelections in “landslide victories no less.” Yuchengco received the highest number of votes among all elected PSE directors in both 2025 and 2026, according to the filing.

Lim: The old guard has had its time

To be fair, there’s precedent for both sides. Term limits exist in the stock exchanges of other major markets. Hong Kong’s HKEX has tenure limits for non-executive directors, while Singapore’s SGX also limits the terms of independent directors of listed companies. But hard caps on broker representatives in particular are not universal. Nasdaq, one of the world’s largest stock exchanges by market capitalization, has no term limits for broker-directors, relying instead on annual elections.

Nevertheless, Lim has hardly concealed what he is trying to do.

When Rappler spoke with the SEC chair in July, weeks before Yuchengco finally took him to court, Lim described the term limits as part of a deliberate effort to remake the Exchange’s board.

“I talked to Vivian on why we need that change,” Lim said. “We have to reconstitute the PSE board. We have to, because reform starts from the board. Reform starts from the board.”

“If the same old people do things in the board the way they’ve been doing before, and our stock market is ganito pa rin (still like this), there must be something wrong.”

Broker-directors previously had no equivalent tenure ceiling even as independent and non-broker directors faced term limits. Lim’s answer was a maximum cumulative tenure of 10 years, with a cooling-off requirement after five years.

“Fair is fair. I just wanted to level the playing field, so to speak, at the board level. And secondly, governance. Hindi naman tama siguro ‘yung forever ka diyan, di ba? (It’s probably not right that you’re there forever, right?)” Lim said, talking to journalists and stockbrockers at the Monday Circle forum.

He had personally spoken to Yuchengco while crafting the reform — and already knew litigation was on the horizon.

“She was the one threatening to sue me,” recalled Lim, the veteran corporate lawyer who once headed the PSE himself and spent years teaching securities regulation. “I don’t mind being sued.”

Now that Yuchengco has made good on the threat and taken the fight to court, the dispute comes down to who gets to decide when longtime directors should make way for Lim’s “new blood.” Yuchengco’s position is that shareholders should make that call.

“If shareholders want new directors, they can elect new directors,” she said in her statement. “If they continue to elect experienced directors, that choice belongs to them.” – Rappler.com