SharePHIL in the News

 SharePHIL wants to be officially part of CMDC

The Manila Times | 30 December 2015

THE Shareholders Association of the Philippines (SharePHIL) wants to be an official member organization of the Capital Markets Development Council (CMDC), first by forging a deal with the Philippine Stock Exchange that would formally recognize it as a guardian institution in the country’s capital market.

SharePHIL President Francis Lim said the group might soon ink a memorandum of agreement (MOA) with the PSE to become one of its member organizations so it could contribute in safeguarding the transactions and players in the capital market.

Lim said the group would also “apply for membership” in the CMDC by early 2016.

This, he said, is in line with the group’s view to protect shareholders’ interests by conducting investor education programs and pushing for legislations that can help shareholders. Read more

Protecting minority shareholders

By Mercedes B. Suleik | BusinessMirror |  19 November 2015

WE all know that advocacy for the growth and improvement of the capital market, a dynamic and robust capital market will result in the ability to secure funds to finance the nation’s development activities.

This has been hampered, in part, by the difficulties in better regulating listed companies, particularly in matters of conflict of interest. However, more and more regulations are not always the best answer to ensure compliance. Regulators can always require companies to be more transparent (as, indeed, codes of Corporate Governance and Circulars do), but their ability to punish companies that commit serious abuses is limited due, in part, to the different government bodies that are involved.

The idea that recently came to light is that investors themselves, who, after all, should be motivated to protect themselves, should band together. Thus came about the organization of the Shareholders Association of the Philippines (Sharephil) by a core group consisting of members of the Management Association of the Philippines (MAP) and some fellows from the Institute of Corporate Directors of the Philippines (ICD). Read more

SharePhil pushes reforms on shareholders’ rights

By Iris C. Gonzales | Philstar | 12 September 2015

MANILA, Philippines - The Shareholders’ Association of the Philippines (SharePhil) is pushing for reforms that promote shareholders’ rights.

During the group’s annual general membership meeting yesterday, SharePhil president Francis Lim said the group has submitted proposed amendments to the Corporation Code to further safeguard the interest of minority shareholders.

Lim said independent directors must be elected by double majority — majority of the total number of shares entitled to vote in the election of directors (voting stock) and majority of the minority shareholders (those not among the top 20 stockholders owning voting stock).

He also stressed the fiduciary duty of directors to promote and develop a culture of corporate governance of a company.

Lim reported that the group’s membership base has been steadily increasing, which now stands at 83.  Read more

My first year as SharePHIL president

By Francis Ed. Lim | Philippine Daily Inquirer | 27 November 2014

Earlier this month, the Shareholders’ Association of the Philippines, now popularly known as SharePHIL, conducted its annual general membership meeting. The occasion was graced no less than by BSP Governor Amando Tetangco Jr., who graciously shared with us BSP’s investor education program, a topic that is close to the heart of our young organization. Our mantra is shareholder empowerment through education.

I reported to the members on the status of my agenda as SharePHIL president. If the readers of this column may recall, I call my agenda BE FAIR, which represents broadening our membership base, entering into strategic partnerships, fostering pro-shareholder reforms, accessing investor-related information by the investing public, instituting investor education and relations program, and rolling out the SharePHIL’s 20-year roadmap. The papers and a major business magazine reported on this agenda at the outset of my presidency last year.  Read more

Banks may be required to widen ownership base

By Paolo G. Montecillo  |  Philippine Daily Inquirer  | 6  November 2014

MANILA, Philippines–The Philippines’ richest families may be ordered to loosen their grips on the nation’s largest banks as regulators seek to turn lenders’ boardrooms from the autocracies that they are into democracies they should be.

“You have more points of view when you have more owners so that can actually improve operations of banks,” Bangko Sentral ng Pilipinas Governor Amando M. Tetangco Jr. said on Wednesday.

Speaking at the Shareholders Association of the Philippines’ (SharePhil) annual membership meeting, the central bank chief said the existing minimum public float for listed firms might be on the “low side.”  Read more

Governance takeaways from SharePHIL summit

By Francis Lim  |  Philippine Daily Inquirer | 26 June 2014

Last June 18, the Shareholders’ Association of the Philippines (SharePHIL), a young organization devoted to minority shareholder protection, held its first summit at the Dusit Hotel in Makati City.

To our surprise, the success of the summit—from the number of sponsors to the number of participants—was beyond our expectations. We exceeded our target audience of 150 participants by more than 50 percent. We had to redo the layout of the ballroom at the last minute to accommodate the overflow of participants.

For the audience, it was an afternoon well spent as the summit had a lot of giveaways, content-wise. Here are some governance takeaways from the summit which, although rearranged by topic, are reproduced verbatim. Read more

SEC takes clear stand on behalf of stakeholders

By Benito L. Teehankee  | Business World | 12 June 2014

WHEN the Securities and Exchange Commission (SEC) issued the Revised Code of Corporate Governance in 2009 removing all references to the interests of stakeholders, I felt that the country had plunged back into the economic dark ages. The revision stated the “it is the Board’s responsibility to foster the long-term success of the corporation, and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and the best interests of its stockholders.”

I, along with others, appealed to the Commission to go beyond this narrow stockholder orientation and to widen the circle of beneficiaries of corporate activity to be considered by the Board. No dice. The Commission reasoned that its hands were tied by existing laws.

“Hmm, that’s odd,” I thought. The Philippine Constitution explicitly mandates that all economic agents, including corporations, shall contribute to the common good. Furthermore, the fundamental law specifies “the duty of the State to promote distributive justice and to intervene when the common good so demands.”  Read more

SharePHIL Summit 2014: A no-holds-barred summit?

By Francis Lim |  Philippine Daily Inquirer | 12 June 2014

On Tuesday, June 18, 2014, at the Dusit Hotel in Makati City, the Shareholders’ Association of the Philippines (SharePHIL) will hold the SharePHIL Summit 2014 with the theme “The Philippines: Your Investment Destination.”

The summit will feature, as main speakers, Ambassador Asif Ahman of the United Kingdom, Christopher Cheong of the Securities Investors Association of Singapore (SIAS), Dr. Lilia de Lima of the Philippine Economic Zone Authority and Manuel V. Pangilinan of PLDT.

The panelists who will react to the presentations and give their own views on the investment climate of the country include Cora de la Paz-Bernardo, who serves as in independent director of several listed companies, Messrs. Ed Chua of Shell Philippines, Ed Francisco of BDO Capital and Investment Corp., Joey Lim of Metro Pacific Investment Corp., Tony Lopez of BizNews Asia, and Bill Luz of the National Competitiveness Council.  Read more

Responsible minority shareholders

By Teodoro S. Ocampo | Business World | 12 May 2014

The Management and Organization Department (MOD) of the Ramon V. Del Rosario College of Business of the De La Salle University has, as one of its primary advocacies, the propagation of corporate governance, ethical and transparency practices and socially responsible management in Philippine Business and Industry. MOD has a strong collaboration with the Shareholders’ Association of the Philippines in advancing minority shareholders’ rights and responsibilities. As such, it strongly espouses the advancement of responsible minority shareholders’ participation in Philippine firms’ shareholders’ meetings and other key related activities affecting the minority shareholders.

It is for this reason that this experience is being shared for the benefit of the many minority shareholders, as well as to provide some thoughtful insights for the leaders and decision makers of our publicly listed firms.

Many minority shareholders have only the least inkling of their basic responsibilities, especially during stockholders’ meetings. This is so unfortunate because during these meetings, these minority shareholders have the best chance to actively participate in the deliberations that affect their firms’ future, as well as effectively address the risks involved in their firms’ current and future operations.  Read more

An update on SharePHIL

By Francis Lim  |  Philippine Daily Inquirer  | 15 August 2013

In a fairly recent column, I pointed out that one key factor why the Philippines improved its corporate governance (CG) ranking in the Asian Corporate Governance Association (ACGA) CLSA report among selected Asian countries was the emergence of CG-oriented civil society organizations.

The ACGA-CLSA report specifically mentioned the Shareholders’ Association of the Philippines (SharePHIL), which was launched by CG-minded individuals on June 27, 2012.

SharePHIL was envisioned to be the voice of the minority shareholders. Unlike some shareholder groups in other jurisdictions, however, SharePHIL’s approach will be through friendly and constructive engagement with the management and boards of companies. Modeled after the Securities Investors’ Association of Singapore (SIAS), SharePHIL aims at resolving shareholder issues with companies in a non-adversarial manner. Only in extreme cases will SharePHIL lock horns with the companies and take them to court.

Despite its modest beginnings, SharePHIL was able to undertake several initiatives meant to have long-term impact during its first year of existence. For example, under its shareholders’ meetings program, SharePHIL members attended the stockholders’ meetings of several listed companies like the Ayala Land Inc., Bank of the Philippine Islands, Cebu Air, DMCI Holdings Inc., Meralco, Metrobank, Metro Pacific Investments Corp. (MPIC), SM Development Corp., Robinsons Land and San Miguel Corp. These members raised meaningful questions in the course of the proceedings. Notably, SharePHIL members are lined up to attend shareholders’ meetings of other companies in the days to come.  Read more

SharePHIL takes the cudgels for minority shareholders

By Francis Lim  | Philippine Daily Inquirer  | 10 January 2013

About three weeks ago, I asked: Who will take up the cudgels for the minority shareholders who stand to suffer from higher taxes and administrative burdens imposed by Revenue Regulation No. 16-2012 (“RR 16-12”)?

Minority shareholders holding at least P72 billion worth of shares are affected by the issuance of RR 16-12. Two weeks ago, my question (and perhaps, the investing public’s prayers) had been answered.

In a letter addressed to the Commissioner of Internal Revenue, Secretary of Finance and the Securities and Exchange Commission, the Shareholders’ Association of the Philippines (SharePHIL) raised its concerns on the deleterious effects of RR 16-12 on the rights of minority shareholders.

SharePHIL is a group that protects shareholders’ rights. Its vision is to be the leading institution and catalyst in the protection and promotion of shareholder rights, duties and responsibilities. Its mission is to be a major player in promoting domestic capital market development through advocacy, education and enlightenment of shareholders. Read more

A fair capital market for shareholders?

By Benito L. Teehankee  |  The Manila Times | 18 December 2012

I was recently inducted as a member of the Shareholders Association of the Philippines (SharePHIL). While I only have a small investment in the market, I believe in what a fair and vibrant equity share market can do for the country. For that matter, I have a very clear idea what mischief an unfair capital market can do. I find the idealism of this group promising. Led by Evelyn Singson and Atty. Rosario “Cherry” Bernaldo as chair and president, respectively, I have every reason to believe that SharePHIL can be an effective advocate for a fair market. This will be especially true if it stays faithful to its main core value of Fairness and to the oath its members take “to champion, ahead of share value, the basic principles of right and wrong.”

I bought my first shares of stock in 1994 when Petron went public. I was caught by the romantic notion that this was a wonderful way for citizens to share in the fruits of corporate capitalism. I learned immediately that big players were working to get more shares than the legal limit, thus limiting what was available for the average shareholders. Having lost my innocence then it doesn’t surprise me that, nearly twenty years later, some publicly-listed companies do not even meet the minimum required public float for their shares. They are “public” only in name while benefiting from all the support mechanisms provided by government, courtesy of taxpayers completely oblivious of the inner workings of corporate finance.  Read more

Partner of investors

By Vicente C. Dinglasan  |  BusinessWorld | 10 July 2012

The formation of the Shareholders’ Association of the Philippines (SharePHIL), formally launched last June 27 in a joint roundtable of the Management Association of the Philippines (MAP), the Institute of Corporate Directors (ICD) and SharePHIL, seems quite timely, given the announcement a week before from the Philippine Stock Exchange (PSE) that “there are now 505,054 retail investor accounts in the country” and that “individuals earning less than P500,000 a year now make up the bulk of investors.”

Of course, we have a long way to go in truly broadening the investor base, and this is where SharePHIL comes in, as it aims to engage in investor education, in the process creating awareness of the rights and duties of investors and attracting more people to invest in the stock market.

Investor education was a key point driven home in his presentation by the guest of honor at the SharePHIL launch, David Gerald, the founder, President and CEO of Securities Investors Association (Singapore) or “SIAS” as it is popularly known in Singapore and in the region. Mr. Gerald founded SIAS in 1999 to contest, successfully, the freezing of shares owned by 172,000 Singapore investors, many of them small, in Malaysian companies by the Malaysian government. Read more

Helping investors protect themselves

By Evelyn R. Singson | Philippine Daily Inquirer |  9 July 2012 | 

(Lifted from the Inaugural Address of the author at the recent launch of SharePHIL, or Shareholders Association of the Philippines)

Let me engage you in a fact or fiction game. Can you tell me if in the course of your work life, you have encountered any of the following situations?

1. The CEO of a public company travels around the world on business meetings, with his family. The family only flies first class and avails only of top-of-the-line, most expensive facilities and amenities, compliments of the company.

2. Three companies had interlocking directors, all owning shares in one listed company. One director sells its shares in the listed company to the second director, who then turns around to sell this to the third director. Soon after the first sale, share prices of the listed company shoot up. The shares shoot up further after the second sale.

3. The controlling shareholder of a listed company negotiates to buy the asset of its financially distressed subsidiary, instead of offering this to the market. The price paid by the controlling shareholder was only 30 percent of what it could have fetched in the open market. The board approves the sale. Read more

Making internal audit function work

By Celso P. Vivas |  BusinessWorld  |  3 July 2012

What is an internal audit function? Internal auditing is an integral part of corporate governance and under the direct responsibility of the audit committee (Auditcom). The internal audit department (the IAD) is the “eyes and ears” of the audit committee in performing its oversight functions over the company-wide control environment in behalf of the Board of Directors (the Board).

In its broadest context, internal audit is an independent, objective assurance and consulting activity. It brings in to the organization a systematic, disciplined, risk-based approach to evaluate and improve the effectiveness of operating and managerial controls, and governance processes -- aligned with and in support of the overall company objectives and strategies. It is a global profession, though not a regulated one, and is guided by relevant internationally recognized and accepted standards and ethical guidelines set by the relevant governing bodies such as the Chartered Institute of Internal Auditors. Read more

Governance: Is it just lip service?

By Romeo G. David   |  BusinessWorld  |   26 June 2012

With numerous exposes and scandals in recent years, good governance is seen to be the prescription to remedy the problems of abuse and corruption. Both government and the private sector have actively initiated efforts to promote good governance.

Many have acknowledged the value and virtues of good governance, adopted the concept and even incorporated it into their corporate policies and operating manuals. But sad to note, at the end of the day, many only pay lip service to good governance.

While aggressively holding others to account, many exempt themselves when put on the line. Double standards are often practiced by corporate personalities justifying their veiled actions when confronted; rationalization, stalling or disguise reasoning is offered for non-compliance. Reasons like confidentiality, privileged information or security are often heard. None, however, squarely confronts the issue of stockholder rights.

Transparency is the cornerstone of good governance!  Read more

Shareholder rights

By Chit U. Juan |  Philippine Daily Inquirer  |  25 June 2012   

Given Facebook’s celebrated debut on Nasdaq on May 18 followed by the epic slide in the value of its shares in the succeeding days, we are warned that initial public offerings (IPOs) should not be all spectacle and sorely lacking in transparency and good governance. Besides IPOs, some investors try to diversify their portfolio by also getting into “blue chips” since foreign currency deposits are not as attractive of late.

But what do shareholders really need to know besides average yields of the famous issues like telcos, property companies and food and beverage stocks? What are shareholder rights?

Is a P100 investment for one or two shares enough for someone to attend a stockholders’ meeting?

A few good men (and women) decided to form an association to spread the word about shareholders’ rights.

The group, called SharePHIL for short, is the Shareholders Association of the Philippines. The founding chair is Evelyn Singson, former Management Association of the Philippines (MAP) president (and only the second woman in MAP’s history to become president), the president is Cherry Bernaldo and there also is Francis Lim (former president of Philippine Stock Exchange or PSE) and Rex Drilon (president of the Institute of Corporate Directors, or ICD), among a few others who wish to share what they know about corporate good governance and transparency, brought to practical terms. Read more

Shareholders’ meetings 101

By Alfredo B. Parungao |  BusinessWorld |  19 June 2012   

March to June of every year is mostly the time publicly listed companies hold their annual shareholders’ meetings. This annual activity is the main, if not the only, time that the directors and the officers of these public companies talk to their shareholders.

As the chair of the Investor Relations Committee of the Shareholders’ Association of the Philippines (SharePHIL), the task of attending shareholders’ meetings is one of my main duties. SharePHIL has invested some money to buy shares of the index companies in the Philippine Stock Exchange and is thus a minority shareholder, like all the other small shareholders we seek to represent.

In most of the companies whose meetings I attended, the formats are very similar and the agenda almost uniform. In some, a script is strictly followed and even the meeting players are predetermined. Many items in the agenda are prescribed by the by-laws and the Securities Act. Hence, the determination of a quorum, the approval of the minutes of the previous meeting, the approval of the financial statements, the president’s report are standard items discussed in these meetings. So are the approval of the acts of management, the appointment of external auditors, and the discussion of the plans and programs for the future.  Read more

New SEC rules on independent directors
By Francis Lim |  Philippine Daily Inquirer |  21 December 2011

In this age of corporate governance, the ability of a corporation to attract investments and generate profits is directly affected by its corporate governance practices. And while corporate governance is a concept that changes due to commercial and societal demands, there is no doubt that regulatory requirements play an important role in the evolution of governance standards.

With a view to enhancing good governance in the Philippines, the Securities and Exchange Commission on Dec. 5, 2011, issued Memorandum Circular No. 9, Series of 2011, on Term Limits for Independent Directors (SEC MC No.9).

The Circular will take effect on Jan. 12, 2012.

SEC MC No. 9 applies to all listed, public and mutual fund companies. It is geared toward enhancing the effectiveness of independent directors and envisioned to encourage the infusion of fresh ideas in the board of directors. Such a move on the part of the SEC is not surprising as these companies are entrusted with the money of the investing public. Hence, the need to instill safeguards and checks within the governing body of these companies.  Read more

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