By Doris Dumlao-Abadilla (Philippine Daily Inquirer) | 4 September 2017
For seven generations, they have built job-creating enterprises that helped grow the Philippine economy.
Their history is entwined with that of the country, through the long colonial period and two world wars alongside domestic economic and political cycles. Indeed, in the last 183 years, it has evolved from an agricultural trading house into one of the largest, most diversified and most admired conglomerates in the country.
Conglomerate Ayala Corp., the country’s oldest business house, traces its roots to Casa Roxas, set up in 1834 by Antonio de Ayala, a poor young man from the small town of Ayala in Spain’s Basque region who worked as assistant to Domingo Roxas, descendant of settlers who arrived in the Philippines by way of Acapulco in the late 1770s. Read more
By Iris Gonzales (The Philippine Star) | 3 September 2017
MANILA, Philippines - Companies that want to attract capital, enhance shareholder value and survive through decades must have good corporate governance, according to brothers Jaime Augusto and Fernando Zobel de Ayala, who are at the helm of Ayala Corp.
During a forum organized by the Shareholders Association of the Philippines, the Zobel brothers shared several strategies they have employed to further grow their businesses through the years.
For one, Jaime said it was important to strengthen family bonds and instill in the younger generation a strong sense of patriotism and nation building.
“We instill in the new generations the importance of safeguarding the family legacy,” Jaime said. Read more
By Rose Fres Fausto - (Philstar.com) | 6 September 2017
The recent summit of SharePhil (Shareholders’ Association of the Philippines) was jam packed because it was a rare appearance of brothers Jaime Augusto (JAZA) and Fernando Zobel de Ayala together in one event. At the start of his speech, JAZA said: “It’s not that Fernando and I don’t want to come together, we actually enjoy it. It’s much more pleasant when we’re together. It’s just that we divide up our work - If one goes, the other one backs off to do something else or to take a rest. But we couldn’t say no to Jimmy.” (Jimmy Ysmael was the CFO of Ayala Land Inc., and now the president of Ortigas & Co., the joint venture among the Ayala, Sy and Ortigas groups.) The program was hosted by the now popular Atty. Lorna Kapunan who spiced up the event with her irreverent humor. Congratulations to SharePhil president Francis Lim and the rest of the team for a successful event.
During the open forum moderated by ANC anchor Cathy Yang, I asked this question: “Lorna Kapunan mentioned earlier that you two should run for the Senate or presidency. Let’s dream a bit here. If you were to be the president, or at least have the ears and obedience of the president for six years, what would be the top three things that you’ll do to get to your dream Philippines?” Read more
By Lorenzo Kyle Subido | Entrepreneur PH | 4 September 2017
Brothers Jaime Augusto and Fernando Zobel de Ayala were the keynote speakers at the fourth annual summit of the Shareholders’ Association of the Philippines (SharePHIL) last August 31, 2017. The two bosses behind Ayala Corp., one of the country’s biggest diversified conglomerates with major interests in property, banking and telecommunications, shared insights on how they grew the company as a family and how they’ve developed a culture of corporate governance that is one of the best not only in the Philippines but in Asia.
During the summit’s Q&A segment, the brothers received a question that has been addressed to many people with their influence: If they became the country’s president, what would they do to get their “dream Philippines”?
While Fernando qualified their response by saying that businessmen don’t always make the best politicians—much to the amusement of the summit’s audience—here are the five things the Zobel de Ayala brothers discussed in musing about the hypothetical presidency. Read more
By Doris Dumlao-Abadilla - Biz Buzz - (Inquirer.net) | 1 September 2017
What if the seventh-generation Zobel brothers ran the Philippines for six years? What would be their top three priorities?
This was an interesting hypothetical question asked by financial literacy advocate/writer Rose Fausto to Jaime Augusto Zobel de Ayala (Jaza) and his brother Fernando in a well-attended Shareholders Association of the Philippines (SharePHIL) forum yesterday, where the two were keynote speakers on corporate governance.
For Jaza, the first thing to do would be to build trust in domestic institutions, particularly the tripartite system of government. There is separation of powers among the three branches of the government—executive, legislative and judiciary. Read more
By Benito L. Teehankee (Business World) | 8 June 2017
Edward Thurlow, Lord Chancellor of Great Britain in the late 1770s, is famously quoted as saying, “Corporations have neither bodies to be punished, nor souls to be condemned; they therefore do as they like.” In some way, he was quite right. Being a purely legal creation, the corporation is an intangible social institution that has no mind of its own. Even though it can legally “do” many things that persons can do, such as enter into contracts, own property, and even hire people, it has no body which can be put in prison if its “acts” are shown to be criminal. And it has no conscience to question its actions or to feel any guilt at all.
Why do governments allow, in fact encourage, the existence of an entity that has human powers but that cannot face human accountabilities or consequences for bad actions? In the first place, it is not the corporation itself that carries out actions. The actions are done in its name by managers and are approved by the board. Given this setup, governments rely on corporation law and related regulations to discourage and control corporate misbehavior. Government officials believe in the theory of corporate governance that the judgment of the corporation is exercised by its board of directors. The buck, as it were, stops at the board. Read more
By Doris Dumlao-Abadilla (Inquirer) | 9 June 2017
This corporate governance advocacy group has been picking up shares in selected publicly listed companies and sending members to observe and raise pertinent questions during annual stockholders’ meetings. We’re referring to Shareholders Association of the Philippines (SharePHIL) led by veteran lawyer and former Philippine Stock Exchange president Francis Lim, who believes that shareholders’ meetings should be “truly meaningful” and should serve as a forum to intelligently discuss things about the company.
“We should veer away from our old practice where shareholders attend meetings only for the giveaways and snacks as to earn them the monicker ‘snackholders’. We have also noted that the quality of the questions asked during the meetings has shown some improvement. We will continue with our mission to educate our shareholders because we believe in shareholder empowerment through education,” Lim said.
By Francis Lim (Inquirer) | 25 May 2017
The Supreme Court affirmed with finality its decision dated Nov. 22, 2016 in “Roy v. Herbosa, et. al.” which declared SEC Memorandum Circular No. 8 or the “Guidelines on Compliance with the Filipino-Foreign Ownership Requirements Prescribed in the Constitution and/or Existing Laws by Corporations Engaged in Nationalized and Partly Nationalized Activities,” valid and consistent with its decision and resolution in “Gamboa v. Teves.”
This decision laid to rest the saga of the conflicting interpretations of the term “capital” under Sec. 11, Article XII of the 1987 Constitution, and definitively ruled that the same referred only to shares of stock entitled to vote in the election of directors. This also refuted the restrictive interpretation of the term “capital” by my friend, Judd Roy, who claimed that the percentage of Filipino ownership must be applied to each class of shares, regardless of privileges and restrictions. Read more
By Arra B. Francia (Business World) | 25 May 2017
THE BIGGEST obstacle to raising Philippine corporate governance standards to a level at par with its regional and global counterparts is the listed companies’ failure to adopt regulations under the new Corporate Governance (CG) Code, the country’s corporate regulator said on Wednesday.
“(Adherence to the rules is) for sustainability, investor protection and national economic development, increased share value, and more importantly lasting contribution that the company can make to stakeholders and shareholders to the country as a whole,” Securities and Exchange Commission (SEC) Chairperson Teresita J. Herbosa said during the Good Governance Advocates and Practitioners of the Philippines’ forum in Pasay City. Read more
By Benito L. Teehankee (Business World) | 4 May 2017
Last week, during the annual shareholders meeting of the San Francisco-based banking giant Wells Fargo, the board chairman, Stephen Sanger, apologized to shareholders. The company is still reeling from revelations that thousands of its employees opened close to two million fake banking accounts to meet overly aggressive sales targets set by management. The board had already fired several senior managers and has clawed back millions in compensation from two senior executives. The US Securities and Exchange Commission, among other agencies, is investigating the bank’s sales practices.
We’ve seen this scene in so many large companies before. A scandal breaks out. The investing public raises an uproar. Executives lose jobs or go to jail, and the company pays a fine. Government steps in to tighten regulations. New compliance enforcement positions are created. And the cycle goes on, until the next scandal. Read more
By Francis Lim (Philippine Daily Inquirer) | 13 April 2017
When I was a little boy, my papa rarely prescribed rules for us. He sparingly told us “do this” and “don’t do that.” Instead, he laid down the principles for our behavior. He made suggestions on how to behave. If he thought we went astray from the principles, he would give us our day in court and allow us to explain things. At the end of the day, however, he would judge whether our explanation was acceptable. That was his concept of parental authority.
Little did I know that more than 50 years later, the same approach would be adopted for regulating corporate behavior. This is known as the “comply or explain” approach in corporate governance. It is a regulatory approach used in some European countries and is now recognized under the OECD principles of corporate governance. Read more
By Benito L. Teehankee (Business World) | 9 February 2017In his book A Weekend with Warren Buffet: And Other Shareholder Meeting Adventures, Randy Cepuch, a 30-year writer of mutual fund annual reports and other financial publications, shared a humorous travelog of his attendance in 22 annual shareholder meetings (ASMs), including that of Berkshire Hathaway, Walt Disney, eBay, Google, and Microsoft. Cepuch’s goal with the book was to help investors understand the companies that they partly own through the way these companies conduct ASMs.
By Francis Lim (Philippine Daily Inquirer) | 9 February 2017
When I was president of the Philippine Stock Exchange, I pushed for the enactment of several laws, which were meant to boost the economy and develop our capital markets.
These bills, authored by the Angara father-and-son tandem in Congress, are now part of the law of the land.
Among these were the Personal Retirement Account Act under RA 9505 (Peraa), Real Estate Investment Trust Act under RA 9856 (Reita), DST exemption for stock market trading under RA 9243, the Financial Rehabilitation and Insolvency Act under RA 10142 (FRIA), and the Credit Information and System Act under RA 9510 (Cisa). Read more
By Keith Richard D. Mariano (Business World) | 13 September 2016
MOST listed Philippine firms strictly comply with mandatory governance rules but remain wanting in discretionary practices like putting audit and risk management systems in place, a professor from the De La Salle University (DLSU) concluded in a study.
In a dissertation for a doctorate in business administration, Claro G. Gañac found that publicly listed companies in the Philippines exhibit high compliance in disclosing information, organizing board committees and appointing two independent directors.
“Conversely, governance compliance is weak in voluntary and discretionary governance mechanisms and practices across the board,” read the presentation of Mr. Gañac during the general membership meeting of the Shareholders Association of the Philippines (SharePhil) on Sept. 2. Read more
By Claro G. Gañac (Manila Standard ) | Part 1 - 4 September 2016 | Part 2 - 11 September 2016Governance and corruption have once again taken center stage in today’s media. The war against corruption by the current administration has expanded into the corporate realm when the elected President recently named a business tycoon of a publicly listed corporation as being an “oligarch” with “questionable dealings.” Read more
By Keith Richard D. Mariano (Business World) | 5 September 2016
THE SHAREHOLDERS Association of the Philippines (SharePHIL) is pushing for changes in rules covering tender offers amid controversies arising from the ongoing buyout of minority investors in Liberty Telecoms, Inc.
The organization will propose to The Philippine Stock Exchange, Inc. (PSE) changes particularly in the valuation process, its President Francis Ed. Lim told reporters after a general membership meeting in Makati City on Friday.
“That’s where, hopefully, we can help address the issues raised by minority shareholders because of recent events,” Mr. Lim said. Read more
By Iris Gonzales (The Philippine Star) | 5 September 2016
MANILA, Philippines - The Shareholders Association of the Philippines, a group that promotes the rights of minority shareholders in the country, will propose to the Philippine Stock Exchange (PSE) ways to improve the determination of share prices in cases of tender offer for voluntary delisting.
SharePhil president Francis Lim said one way to improve valuation is for the PSE to be the one to hire a third party that could provide a fair and accurate valuation instead of the listed company itself. Read more
By Doris Dumlao-Abadilla (Philippine Daily Inquirer) | 5 September 2016
SHAREHOLDERS Association of the Philippines (SharePhil), a group advocating for investor protection, will ask the Philippine Stock Exchange to come up with a new rule that will ensure fair pricing on voluntary tender offers of companies.
SharePHIL president Francis Lim, former president of the PSE, said the new rules would address investor complaints on the pricing of tender offers made by companies that were not covered by the mandatory tender offer under Section 19 of the Securities Regulation Code (SRC).
By Francis Lim (Philippine Daily Inquirer) | 12 May 2016
In an advisory dated March 31, 2016, the Securities and Exchange Commission (SEC) limited the term of independent directors to a maximum of nine years.
The original rule under SEC Memorandum Circular No. 9, series of 2011, prescribed a 10-year term limit. This old rule, more popularly known as the “5-2-5” rule, provided that an independent director shall have an initial term limit of five years, followed by a cooling off period of two years, and then he or she could be elected again for another five years.
After the second five-year term, the independent director will be perpetually barred from being elected as such in the same company. The original rule became effective in 2012. Read more
By Zinnia dela Peña (The Philippine Star) | 11 September 2015
MANILA, Philippines - The Shareholders Association of the Philippines (SharePhil), a group advocating for investor protection, wants minority shareholders to have a significantly stronger voice in appointing independent directors to ensure that a company is able to operate independently.
SharePhil has written Sen. Paolo Benigno Aquino, proposing amendments to the Corporation Code, among which include requiring companies to elect independent directors using a dual voting structure. Read more
By James Loyola
10 September 2015 | Manila Bulletin
Shareholders’ Association of the Philippines (SharePHIL) is proposing amendments to the Corporation Code of the Philippines with the aim of strengthening the independence of independent directors, corporate secretaries and external auditors.
In a letter to Senator Paolo Benigno Aquino IV who solicited stakeholder comments on the proposed amendments, SharePHIL enumerated eight additions to the proposed amended Section 23 of the Code governing directors of a registered corporation. Read more
By Francis Ed Lim
6 August 2015 | Philippine Daily Inquirer
On June 24, 2015, the Shareholders’ Association of the Philippines (SharePHIL) held its second summit at the Dusit Thani Hotel in Makati.
We thought the theme “Transforming Philippine Companies to Become Global Players” was fitting given the onset of the Asean economic integration.
Our keynote speakers were Ms. Tessie Sy-Coson of the SM Group of Companies and SEC Commissioner Ephyro “Eph” Amatong. Christopher Leahy of the Asean Corporate Governance Association and Ruy Moreno of the National Competitiveness Council gave special presentations on the corporate governance and competitiveness rankings of the country. They were later joined in a panel discussion by Julian Payne of the Canadian Chamber of Commerce and Joint Foreign Chambers of Commerce, Jaime Ysmael of Ayala Land Inc., Michael de Guzman of Macquarie Capital Philippines and William “Bill” Pamintuan of Meralco. Ms. Butch Garcia and Beth Lee graciously acted as masters of ceremonies and moderators for the panel discussion. Read more