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By: Tony Cailao, FICD Opinion Foreword The following article written by Tony Cailao was published on March 13, 2023, before the cascading events unfolding in the present. With his experience and knowledge, he gave his view and prediction of the future of Silicon Valley Bank (SVB) and its implications for the U.S. Market. Some of which came true in the time between the article’s first publication and its repost into the Institute of Corporate Directors (ICD) website. Read further to get his sense of the current affairs and see how his predictions have played out. The Silicon Valley Bank collapse is more than a bank failure. Allow us to share this article on the systematic downfall and its profound effects, written by ICD Fellow Tony Cailao: The Silicon Valley Bank (SVB) Saga: Too Small to Fail Tony Cailao, FICD Santa Clara (San Francisco)-based SVB, with $209B asset footings, 16th largest in the USA, was closed March 10, 2023 by the California Department of Financial Protection & Innovation and the Federal Deposit Insurance Corporation (FDIC) was named receiver. Photo by Mariia Shalabaieva on Unsplash For years, SVB’s financial position had been inconspicuously deteriorating, until it became evident just two days before it was closed when it unsuccessfully tried to raise $2.5 B capital to cover withdrawals, at which point the FDIC, federal supervisory body for deposits, declared that SVB has failed. Genesis: SVB head office is strategically located near San Jose where Silicon Valley, the cradle of tech companies and start ups is situated. As such, it is the dominant provider of venture capital loans for early stage, high growth companies. It was the go-to lender of start ups, a unique market segment other banks are disinclined to lend to—as startups have poor obligor risk ratings, hardly any collateral assets, and it required specialized origination skills in prospecting start ups, and more besides. As the newbies’ business flourished, so did SVB. With their strong cash flows—more sources than uses of funds – huge surpluses were deposited with SVB, eventually ballooning its deposit base from $40B to $190B in 2021. Unable to find other borrowers in its target market, SVB’s loan ($60B) to deposit ratio was a miserable 32%! With some $130B funds in dead storage, the bank started to deploy its idle funds in non-loan investments, i.e. bonds and Treasuries— which occurred at a time that the Fed’s (Jerome Powell) top priority was to stave off US inflation, which rose from 1.4% in 2020 to 6.6% in 2022. As the year 2022 opened, SVB’s bond investments reached $130B. Powell’s main tool in taming inflation was interest tightening, i.e. monetary policy increasing interest rates which makes credit more expensive, and reduces consumption and investment and – in turn – works to lower inflation as firms adjust prices. Unabated inflation led to an aggressive and frequent tightening, yet Powell and his team were cautious in pursuing a “soft landing” – restrained inflation, yet avoiding recession. Photo by Jack Prichett on Unsplash ‘Yan na! Darkness sets in, overshadowing the stars: interest rates skyrocketed from 1.5% in 2017, trebled to 4.75%, and counting. This upended the boom in venture capital business while causing bond prices to nosedive (whose mark-to-market prices moves inversely to interest rate increases), leaving SVB pitifully exposed, since it purchased the bonds at their peak prices. As venture capital funding withered, SVB’s clients resorted to draw on what was then their surplus funds deposited with SVB. This reduced SVB’s deposits to unviable levels, i.e. unable to service withdrawals, forcing it to monetize its bond portfolio at lower prices, culminating to a $1.8B loss. This is what triggered its failed $2.5B capital raising I mentioned in the preface of this piece, causing the bank into receivership. SVB’s predicament is not unique. Under the current environment, most notably, the tightening of interest rates coupled with an unusually low loan to deposit ratio, leading to investing idle funds in bonds – all the other banks are invariably in the same rabbit hole. Every bank, whether it’s lending to tech startups like SVB or funding other sectors, is facing many of the same structural pressures, albeit the severity of issues are in disparate degrees – it is like everyone is escaping a shipwreck in the same leaky lifeboat and fighting over who gets out first. (Note: This serves as a cautionary take to all banks). Photo by Hal Gatewood on Unsplash Meanwhile, SVB’s customers’ deposits are at risk. FDIC, which protects banks’ clients deposits through its insurance, limits its cover to $250,000 per depositor. Individually, SVD’s customers, sadly, have more than $250k per account. As it happens, more than 90% of SVD’s deposits are uninsured. This spooks the depositing public, and by extension, all the other banks. As the global financial markets watches this with bated breath, the scale, breadth and depth of the SVB situation has introduced the risk of a collapse of an entire financial system or an entire market system’s instability – potentially catastrophic, which could possibly bankrupt or bring down the entire system, especially so the failure of a single entity, i.e. SVB, can cause a cascading system failure. In the peculiar argot of risk management wonks: Systemic Risk! A Fed-led intervention is the only manifestation – protecting and assuring the resiliency of the system – that could tranquilize an otherwise agitated market. Like a denouement of Tom Clancy thriller, the federal government has started to intervene, with the end view to calming down the market. Among others, the low lying fruit is, it is looking for an institution that will buy SVB. My sense is, if the Fed, FDIC specifically, did not intervene, the tense mood would potentially bring the market to the periphery of the September 15, 2008 financial meltdown and trigger a global contagion. My view: the market after all the noise and rumblings, will come to its senses, discounting a prevailing systemic risk, and finally calm down, albeit would still remain vigilant. Sana tama ako… Be well y’all. Antonio M. Cailao 13 March 2023 Pssst: I’m taking a position in my view. We will probably know tomorrow, Monday if I’m right. FDIC receivership is an intervention, to my mind, tantamount to a bail out. With the world already experiencing a lot of turmoil, the USA will not allow another exacerbation, even if it entails bailing out a small bank ( which is undoubtedly a failed, closed bank) and risk all sorts of morale hazard, let alone, triggering a nasty chain reaction domestically and internationally. That there is no contagion and meltdown a la subprime debacle is the victory lap of the fed. What’s good for the gander is good for the goose. If I’m wrong and fall flat on my pretty face on Monday, it’s a consolation that this is probably a good read. At least it’s better than going to your dentist. Bonne nuit. Disclaimer The information in the article represents the view and opinion of the author and does not reflect the position of the Institute. The publication of the article is not an endorsement by the Institute nor its affiliates. The content provided by the author is of their opinion and is not intended to malign any religion, ethnic group, club, organization, company, or individual. About the Author Antonio Cailao’s international banker career straddled more than 30 years and four continents, living and working in Hong Kong, Korea, Venezuela, Vietnam and Singapore; and in the Philippines where he commenced his banking career in Citibank Manila in 1973 as an Executive Trainee. His main businesses included local, regional and international corporate banking, investment banking, global trade, cash management and e-commerce. His career highlights included being instrumental in the establishment of the Consumer Banking and Electronic Banking businesses in Citibank Manila, Asian regional trade and cash management, rationalization of world corporate businesses in both Asia and Latin America, established Citibank presence and branches in Vietnam, and Asia Regional Head of Pan-Asian Corporations’ business in all of Asia, initiated e-commerce business in a US bank in Singapore and the rehabilitation of a local bank in Manila. Back in Manila, he re-invented himself as an energy person as Chairman of the world’s second largest geothermal company, President and CEO of Philippine National Oil Company, established a renewable energy corporation, he led the privatization of PNOC EDC and Petron, both the largest privatization transactions in the country at that time. His past board memberships include RCBC Savings Bank, PNOC-Energy Development Corporation, PNOC, Goodyear Tire and Rubber Company, Philippine Mining and Development Corporation, Philippine Bayanihan Society (Singapore), Gulf Oil Philippines, Inc, Board Observer in Energy Development Corporation and Petron. Currently Independent Director in Petron Malaysia Refining and Marketing Berhad (Malaysia). Board Adviser of Bank of Commerce. His volunteer work included parish church charity work in Seoul, Korea, established skills training for Filipino overseas workers in Singapore, micro financing training to farmers in southern Luzon, tree planting in Rizal province and relief goods donation and distribution in various disaster areas. In his college days in UP, he established AIESEC in the Philippines, an international youth non profit organization that provides leadership development, international internship and volunteer experience, and in 2011, was inducted in the AIESEC Hall of Fame during its international congress in Nairobi, Kenya. In 2001, he was on the very first batch of Ten Most Outstanding Alumni Award of UP College of Business Administration. His education were business college and masters degree from the University of the Philippines and Executive Management Courses in Columbia University. He is a Fellow and Teaching Faculty of the Institute of Corporate Directors. He was also keynote speaker and panelist on energy and petroleum in various major Oil and Gas councils and organizations in Asia and Europe. Tony loves to read, golf, swim and travel.

In the article, ‘Breaking the Bias on Women Investors’, evidence showed that women have the traits that make them great investors such as their discipline in saving more, diligence in research which translate to taking risks responsibly, and the traits that women naturally carry, such as being nurturing, patience, and empathy. With that being said, it is no surprise that there has been a significant rise of women leading the financial services industry. In celebration of Women’s Month of March, this article will help you understand how women are continuously breaking the bias by learning where they are in the industry, what makes them good leaders, and what’s the next step in achieving gender equity, not only in Finance, but in the general scope of business. First published in PhilStar Global on March 16, 2023. Authored by Ma. Aurora “Boots” D. Geotina Garcia, Vice-Chair & President of the Institute of Corporate Directors’ Board of Trustees. You can view the article through this link.

The investment relations (IR) profession has grown in more established and developed markets in the Philippines in response to the necessity to sustain strong and transparent connections with investors given their crucial role in the success and growth of a firm. Ms. Ma. Aurora Geotina-Garcia, Chairperson of the Shareholders' Association of the Philippines (SharePHIL) and Vice Chairperson of the Institute of Corporate Directors (ICDPh), thus presents the variety of functions that investor relations departments and officers have in shaping the capital market. Moreover, she discusses why companies need to develop a competent and efficient IR team. To conclude, Ms. Geotina-Garcia highlights the advocacy of SharePHIL towards investor knowledge and investor rights. This article first appeared in www.philstar.com on February 8, 2023. The original article can be visited on this link Shaping the capital market through investor relations | Philstar.com.

By: Ma. Aurora “Boots” D. Geotina-Garcia By today’s standards, technology and internet connection is classified as a need. With most businesses and careers going digital, it is essential for women to have the skills necessary to navigate the cybersphere. Combining the themes of International Women’s Day (IWD) ‘#EmbraceEquity’ and United Nations’ (UN) ‘DigitALL: Innovation and technology for gender equality’ – the Philippine Women’s Economic Network’s (PhilWEN) theme focuses on closing the gender gap through accessibility and inclusivity of technology. Ma. Aurora “Boots” D. Geotina Garcia, as the founding chair and president of PhilWEN, speaks of the multiple practices to bridge the digital gender gap. First published in The Inquirer on March 02, 2023. Authored by Ma. Aurora “Boots” D. Geotina Garcia, Vice-Chair & President of Institute of Corporate Directors’ Board of Trustees. You can view the article through this link: https://opinion.inquirer.net/161405/bridging-the-digital-gender-divide/amp

In today’s global economy, it is essential for companies to re-evaluate their business models and retain their competitive advantage. Mr. Armand Cacacho, a fellow of ICD, shows one way to help corporate leaders achieve it by incorporating the value chain framework, a subsystem used to create products or services from start to finish. In his article, he mentioned how value chain coordinators create value through value chain coordination and how they integrate it into different marketplace platforms. This article first appeared in the Q1 2023 issue of the SID Directors Bulletin published by the Singapore Institute of Directors you can visit the Singapore Institute of Directors’ Post by clicking on this link, Mr Armand Cacaho’s article can also be downloaded as a PDF file at the the bottom part of this article.

On the 20th of January 2023, the Institute of Corporate Directors (ICD) held the 2022 ACGS Golden Arrow Awards at Sheraton Manila Hotel to recognize the top-performing Publicly Listed Companies (PLCs) in the Philippines based on the ASEAN Corporate Governance Scorecard (ACGS) 2021 results. Present at the event is Dr. Carlos Jose Gatmaitan, Institute of Corporate Directors CEO who delivered welcoming remarks and reminded everyone to embed good corporate governance in our DNA. Followed by ICD Chairman Atty. Cesar Villanueva gave the opening message and congratulated the 85 awardees. To represent the SEC, Chairman Atty. Emilio B. Aquino spoke and expressed his delight at the remarkable increase in awardees. Also, present at the event to deliver his congratulatory message is PSE President and CEO Mr. Ramon Monzon. The awards were presented to the 85 honorees by SEC Chairman Atty. Emilio B. Aquino, ICD Chairman Atty. Cesar L. Villanueva, ICD President Ms. Boots Garcia, and PSE President and CEO Ramon Monzon. Aside from recognizing the top-performing companies, the ACGS Golden Arrow Awards also recognized Manila Bulletin Publishing Corporation as the Most-Improved Company which improved significantly by 36.93 points from the 2020 ACGS assessment. The event was capped with a message and a toast from Dr. Jesus P. Estansilao, ICD Chairman Emeritus, who imparted three takeaways from the event: (1) that we have come a long way over many years; (2) Always remember that corporate governance is more than just compliance. We must go beyond where we are into a higher level of a performance-oriented corporate governance system; (3) Lastly, Mr. Estanislao reminded everyone how corporate governance is a long journey, it is about Philippine corporations and institutions becoming the ultimate development agents of the country. At the end of the day, the results that we deliver are not only for our shareholders or stakeholders but also for the country. The regulatory practices towards better corporate governance were sparked by corporate disasters caused by poor governance in the 1980s up to the 1997 Asian financial crisis which served as a wake-up call to regulatory bodies and stock exchanges worldwide. The 1997 Asian financial crisis was arguably the single most devastating economic event in the last century where currencies across the region lost more than 50% of their value in many cases. Factors such as high levels of debt, corrupt lending policies, non-market criteria for credit allocation, and distorted incentives for project selection and monitoring have been identified as causes of the crisis. However, the impact of the crisis would have not been severe if there was more confidence in corporate governance and financial transparency in these corporations. According to OECD, weaknesses in corporate governance were the major contributor to the 2008 global financial crisis. These events show the need to adopt good corporate governance practices. Hence, the development of the ASEAN Corporate Governance Scorecard (ACGS). The ACGS was developed with the support of the Asian Development Bank, and the ASEAN Capital Markets Forum together with the CG experts from the 6 participating ASEAN members. It is a tool used to assess and rank the corporate governance performance of PLCs in six participating ASEAN countries; Indonesia, Philippines, Malaysia, Vietnam, Singapore, and Thailand by using publicly available information such as the company’s disclosures on its website and the regulators’. It aims to raise the corporate governance standards and practices among ASEAN PLCs making it attractive to investors. Being at par with global standards, improving investor perception, more access to financing, strengthening stakeholder relationships, stimulating the private equity market, improving operational performance, enhancing sustainability, and encouraging foreign direct investments are the benefits that go along with corporate governance practices. The categories of the ACGS are consistent with G20/OECD principles of corporate governance with a total maximum attainable point of 130. Refer to the table below for the categories and their corresponding weight. In the regional assessment conducted the previous year, the top 100 Philippine PLCs according to market capitalization were among the companies assessed by the ICD’s ASEAN counterparts and scored 87.55 points. In the recent assessment, the performance of 260 Philippine PLCs scored an average of 73.80 points - a 7.53 points increase from the 2020 ACGS assessment. 85 companies, or 33% of the companies assessed scored at least 80 points. The financial sector comprised of banks and other financial institutions scored the highest with 85.23 points. Other sectors have also shown an increase in their average scores from the previous assessment. It was observed that the strong points of the 260 Philippine PLCs are the following: the exercise of shareholders' right to actively participate in the ASM, financial disclosures, and the responsibilities of the board are clearly defined. However, Philippine PLCs should improve on developing and implementing policies related to other stakeholders. During the regional assessment, it was observed that: (1) Philippine PLC’s strength is on Rights and Equitable Treatment of Shareholders. (2) The adoption of the Sustainability Report helped in the improvement of the scores of the Philippine PLCs. (3) Some Philippine PLCs got penalized for having IDs serving for more than 9 years and serving on more than 5 boards in PLCs. (4) It was also observed during the assessment that ASEAN DRBs got confused in our many documents for reporting. They found inconsistent statements. (5) Lastly, some information or documents are no longer available due to company website updates. In as much as ICD aspires to represent itself as a governance champion, our aspirations will never be achieved without our partnerships with the SEC and other key stakeholders such as the PSE, BSP, Insurance Commission, GCG, and other key partners in this endeavor to be a key catalyst in the ASEAN region for higher standards in corporate governance. We are proud to be recipients of awards and have been recognized as Good Corporate Governance Champions by the SEC for consecutive years. 5 Golden Arrow 1. Ayala Land, Inc. 2. China Banking Corporation 3. Globe Telecom, Inc. 4 Golden Arrow 1. Aboitiz Power Corporation 2. Ayala Corporation 3. Bank of the Philippine Islands 4. BDO Unibank, Inc. 5. Belle Corporation 6. First Gen Corporation 7. Manila Water Company, Inc. 8. Philippine National Bank 9. Rizal Commercial Bank Corporation 10. SM Investments Corporation 11. SM Prime Holdings, Inc. 12. Philippine Stock Exchange, Inc. 3 Golden Arrow 1. 2GO Group, Inc. 2. Aboitiz Equity Ventures, Inc. 3. AC Energy Corporation 4. APC Group, Inc. 5. AyalaLand Logistics Holdings Corp. 6. Cebu Holdings, Inc. 7. First Philippine Holdings Corporation 8. GT Capital Holdings, Inc. 9. Integrated Micro-Electronics, Inc. 10. LT Group, Inc. 11. Manila Electric Company 12. Metro Pacific Investments Corporation 13. Metropolitan Bank & Trust Company 14. Philex Mining Corporation 15. PLDT Inc. 16. San Miguel Food and Beverage, Inc. 17. Security Bank Corporation 18. Semirara Mining and Power Corporation 2 Golden Arrow 1. AREIT, Inc. 2. Cebu Air, Inc. 3. DMCI Holdings, Inc. 4. Eagle Cement Corporation 5. Far Eastern University, Incorporated 6. Megawide Construction Corporation 7. Nickel Asia Corporation 8. Petron Corporation 9. Philippine Seven Corporation 10. Phinma Corporation 11. Premium Leisure Corp. 12. PXP Energy Corporation 13. Roxas Holdings, Inc. 14. Union Bank of the Philippines 15. Universal Robina Corporation 16. Wilcon Depot, Inc. 1 Golden Arrow 1. A Brown Company, Inc. 2. ABS-CBN Corporation 3. AllHome Corp. 4. Alliance Select Foods International, Inc. 5. Asia United Bank Corporation 6. Atlas Consolidated Mining and Development Corporation 7. Axelum Resources Corp. 8. Benguet Corporation 9. Cemex Holdings Philippines, Inc. 10. Century Pacific Food, Inc. 11. Concepcion Industrial Corporation 12. Converge Information and Communications Technology Solutions, Inc. 13. Cosco Capital, Inc. 14. Crown Asia Chemicals Corporation 15. D&L Industries, Inc. 16. Discovery World Corporation 17. Euro-Med Laboratories Phil., Inc. 18. Filinvest Development Corporation 19. Filinvest Land, Inc. 20. House of Investments, Inc. 21. International Container Terminal Services, Inc. 22. Jollibee Foods Corporation 23. Lopez Holdings Corporation 24. Manila Bulletin Publishing Corporation 25. Megaworld Corporation 26. MerryMart Consumer Corp. 27. Philippine Bank of Communications 28. Philippine Business Bank 29. RFM Corporation 30. Robinsons Land Corporation 31. Robinsons Retail Holdings, Inc. 32. SBS Philippines Corporation 33. STI Education Systems Holdings, Inc. 34. Vista Land & Lifescapes, Inc. 35. Vivant Corporation 36. Xurpas, Inc. Most-Improved Company ● Manila Bulletin Publishing Corporation Article By:

Good governance is the lifeblood of any organization, public or private, that promotes excellent performance enabling the organization to deliver the desired results About two weeks ago, the Institute of Corporate Directors presented and honored the ASEAN Corporate Governance Scorecard Golden Arrow awardees in the Philippines for 2021. Good governance is the lifeblood of any organization, public or private, that promotes excellent performance enabling the organization to deliver the desired results for its shareholders and stakeholders and ensuring its longevity. Whereas recognition and public acclamation for a job well done are the blood cells that nurture continuing outstanding governance. For the readers who may not be familiar with the ACGS Golden Arrow, the award is the ASEAN equivalent of the Oscars for publicly listed corporations in the region that have demonstrated an exalted degree of good governance in their operations. And like the Oscars which selects the winners via the votes of the Academy’s movie industry members, the ACGS awardees are selected by the different Domestic Ranking Bodies of the participating ASEAN countries, namely, the Philippines, Malaysia, Thailand, Indonesia, Vietnam and Singapore. In the Philippines, the DRB appointed by the SEC is the ICD. The different PLCs are evaluated and graded accordingly based on how they fare relative to various governance benchmarks spelled out in a scorecard developed by the region’s leading corporate governance experts. For the Philippines, we were represented by the undisputed founding father and prime advocate of good governance in our country, the Honorable Dr. Jesus P. Estanislao. These governance benchmarks are based on the OECD’s five governance principles: Rights of Shareholders, Equitable Treatment of Shareholders, Role of Stakeholders, Disclosure and Transparency, and Board Responsibility. Each benchmark has different items and corresponding weights that total 100. It is important to highlight that Board Responsibility carries the largest weight at 40 out of 100 which underscores how critical the role of a director is in achieving good governance in any organization. The scorecard, however, allows for bonus points of another 30 for PLCs that exhibit good governance above and beyond the minimum benchmarks. On the flip side, PLCs can be assessed as penalty points for poor governance practices. The maximum score that can be given is 130 points. The Golden Arrows awarded range from one to five arrows depending on the PLC’s score. A minimum of 80 points is needed to win a golden arrow while five arrows are bestowed on PLCs that attain 120 to 130 points. You may wonder how the PLCs are evaluated and graded. The public disclosures and filings of the PLCs in their annual reports, websites, and regulatory submissions with the PSE and SEC are the only sources of information that serve as the basis for ICD’s evaluation. The ICD also discusses and compares with its counterpart DRBs in the region to ensure a uniform standard is maintained. In the Philippines, out of 270 PLCs assessed, 32 were recognized regionally for having scored at least 97 points, while 86 PLCs were acclaimed nationally and awarded golden arrows for having scored at least 80 points. Of these PLCs, and for the first time since the awards were instituted, three PLCs that stood out and scored at least 120 received the highest honor of five golden arrows. These are China Bank, Ayala Land and Globe Telecom, the country’s governance cream of the crop. Let’s give all these standouts a big hand for being the nation’s top governance champions! I can’t end this article without sharing JPE’s closing message during the awarding ceremonies. Allow me to paraphrase my take on his comments. Essentially, he noted that good governance is a long and difficult transformative journey that needs to be sustained and nurtured by no less than the top, the leaders of the institutions. A culture of good governance must permeate the whole organization. On a personal level, a culture of INTEGRITY has to be embedded in each individual. At the level of teams, a culture of PROFESSIONALISM must be ingrained. And perhaps most important of all, a culture of SOLIDARITY, to be one with the good of society, must be taken to heart to ensure that it is not just the success of any single organization that is the end goal but that of the whole nation. To my mind, Dr. Estanislao’s words are the clarion call that every Filipino hungers for — GOOD GOVERNANCE FOR ALL, FOR THE GOOD OF ALL! We, each of us, ALL must do our part. It may sound quixotic to the cynics out there, but we must give it our ONE BIG FIGHT for the sake of future generations. Until next week… OBF! By Bing Matoto January 31, 2023 Read more: https://tribune.net.ph/2023/01/31/recognizing-good-governance/

IIn as much as ICD aspires to represent itself as GOVERNANCE CHAMPIONS, our aspirations will never be achieved without our partnerships with the SEC and other stakeholders such as the PSE, BSP, Insurance Commission, GCG and other key partners in this endeavor to be a key catalyst in the ASEAN region for higher standards in corporate governance. We are proud to be recipients of awards and have been recognized as Good Corporate Governance Champions by the SEC for consecutive years. Reality, however, is that regulatory practices towards better corporate governance was sparked by poor governance, noted by corporate disasters from the 1980s and leading to an exclamation point in 1997 – the Asian financial crisis – a wakeup call for regulatory bodies and stock exchanges worldwide. The 1997 Asian financial crisis was arguably the single most devastating economic event last century. Some currencies across the region lost more than 50% of their value in many cases. Though a long list of factors such as high levels of debt, corrupt lending policies, non-market criteria for credit allocation, distorted incentives for project selection and inadequate monitoring have been identified as causes for the crisis, the crisis would not have been that severe if there was more confidence in corporate governance and financial transparency in these corporations. According to OECD, weakness in corporate governance was the major contributor in the 2008 Global Financial crisis. These events show the need to adopt good corporate governance practices. Here are the benefits that go along with the Corporate Governance Practices: • AT PAR WITH GLOBAL STANDARDS • IMPROVE INVESTOR PERCEPTION • More ACCESS TO FINANCING • STRENGTHEN STAKEHOLDER RELATIONSHIPS • STIMULATE THE PRIVATE EQUITY MARKET • IMPROVE OPERATIONAL PERFORMANCE • ENHANCE SUSTAINABILITY • ENCOURAGE FOREIGN DIRECT INVESTMENTS THE ASEAN CORPORATE GOVERNANCE SCORECARD was developed to have a common tool to assess the CG performance of ASEAN PLCs with the objective of raising the CG standards of ASEAN and making good performing companies attractive to investors. With the support of the Asian Development Bank, the ASEAN Capital Markets Forum with the CG experts from the 6 participating ASEAN members, we developed the ACGS. Here are the categories of the ACGS with its corresponding weights. It is consistent with G20/OECD Principles of CG with a total maximum attainable point of 130. The ACGS uses publicly available information only in its assessment, i.e. the company’s disclosures in its website and the regulators’. Last year, a regional assessment was conducted, wherein the Philippine companies particularly the Top 100 PLCs according to market capitalization were also assessed by ICD’s ASEAN counterparts. The Top 100 PLCs according to market capitalization scored 87.55 points in the last regional assessment. The Overall Scores are improving. Performance of 260 PH PLCs reflect an average score of 73.80 points, a 7.53 point increase from the 2020 ACGS Assessment. 85 companies or 33% of the companies assessed scored at least 80 points, which is improving at a healthy pace but is simply not yet enough to be satisfied. ICD together with the SEC and other CG institutions are trying our best to enlighten the companies through key recommendations. Some are a just a matter of disclosure of simple matters such as information presented on company’s websites. Others more complicated such as Board consultancies and advisor services. We understand that there still remain some reservations in conforming to a number of recommendations but we want to convince boards that the inevitable is… well, inevitable. The ACGS will remain as a Golden Arrow standards and it is prudent to begin the journey to say the least. You may want to note that the financial sector composed of the banks and other financial institutions scored the highest with 85.23 while SMEs pale in comparison below 70. All sectors, however, increased their average scores from the previous assessment. It was observed that the Strengths of 260 Philippine PLCs are the following: 1. The exercise of shareholders right to actively participate in the ASM, 2. Financial disclosures 3. The responsibilities of the board are clearly defined. For the Areas for Improvement, PH PLCs should be developing and implementing policies related to other stakeholders. Furthermore, here are some observations during the regional assessment: • PH PLCs strength is on Rights and Equitable Treatment of Shareholders • Adoption of Sustainability Report helped in the improvement of scores of PH PLCs. • Some PH PLCs got penalized for having IDs serving for more than 9 years and serving in more than 5 boards in PLCs. • ASEAN DRBs got confused in our many documents for reporting. They found inconsistent statements. • Some information or documents were not available anymore because companies updated their websites already.

The 2022 ACGS Golden Arrow Awards ceremony for the Institute of Corporate Directors took place on January 20, 2023, at the Sheraton Manila Hotel to recognize the top-performing PLCs in the Philippines. This event was attended by representatives from the Securities and Exchange Commission (SEC) and Philippine Stock Exchange (PSE), who congratulated the 85 awardees and also recognized the Most-Improved Company. Dr. Carlos Jose Gatmaitan, FICD, CEO of the Institute of Corporate Directors, who is in attendance at the event, gave opening remarks and encouraged everyone to instil good corporate governance in our DNA. During the opening remarks, ICD Chairman Atty. Cesar L. Villanueva, FICD congratulated each of the 85 prize recipients. As the SEC's representative, Chairman Atty. Emilio B. Aquino expressed his happiness at the remarkable rise in award winners. PSE President and CEO Mr. Ramon S. Monzon is additionally present at the occasion to offer his congratulations. The awards were presented to the 85 honorees by SEC Chairman Atty. Emilio B. Aquino, ICD Chairman Atty. Cesar L. Villanueva,FICD, ICD President Ms. Ma. Aurora D. Geotina-Garcia,FICD, and PSE President and CEO Mr. Ramon S. Monzon. Thusly, Dr. Jesus P. Estansilao, FICD, ICD Chairman Emeritus, closed the event with three takeaways: that we have come a long way over many years; to always remember that corporate governance is more than just compliance; and to remember that corporate governance is a long journey. It focuses on how Philippine corporations and institutions would further perform as the ultimate development agents of the country. Despite what might be, the results that we deliver are not only for our shareholders or stakeholders but also for the country. Once more, Congratulations on your victory! We are grateful for your inspiration and contribution to the Philippine industry. We look forward to seeing you again at our future events! Hence, here are some images from ACGS 2022 Golden Arrow Awards last 20 January 2023 and the link for the photos: https://www.facebook.com/100064068154399/posts/pfbid03KrmMKAUoPUXBR671qX1yKxZC84rGU2xuhnEAav1PK65tJC4vmUmegoXP6mm8GrHl/?mibextid=cr9u03

The Center for Creative Leadership (CCL), in partnership with 15 organizations including the Institute of Corporate Directors PH (ICD Ph), presents a new research report entitled “WORK 3.0: Reimagining Leadership in a Hybrid World” which examines the evolution of work and workplaces in the Asia Pacific. Aiming to provide relevant insights on how successful leadership in the hybrid world can be attained, survey and interview responses from 2,200 leaders across 13 countries in the region were utilized by the researchers. Below is an infographic presenting the key findings of the research report. To read more about ICD's Summary on the Philippine perspective you may access this link: https://www.icd.ph/post/work-3-0-reimagining-leadership-in-a-hybrid-world To read more about the research report, you may access this link: http://ccl.org/articles/research-reports/work-3.0-reimagining-leadership-hybrid-world

The Securities and Exchange Commission celebrated its 86th year with a face-to-face anniversary celebration and recognition ceremony on November 29, 2022, at the SEC Headquarters in Makati City. Present at the event is SEC Chairman Emilio Aquino, who delivered the welcoming remarks, and Department of Finance Secretary Benjamin E. Diokno, who gave the keynote address. Please click the link to see the list of awardees: https://drive.google.com/file/d/1jNA38Hs3e7p21WWNcMwd_mSPWKaP1eSd/view In the recently concluded ceremony, SEC awarded different individuals and organizations that championed the Commission’s vision in five areas: capital market development, sustainability and good corporate governance, enhancing investor protection, improving the ease of doing business in the country, and organizational development. Present at the event to award the champions are Commissioner Kelvin Lester Lee, Commissioner McJill Bryant Fernandez, Chairman Emilio B. Aquino, Commissioner Jayvee Paul Francisco, Commissioner Karlo S. Bello, and Director Rose Ann S. Espiritu. Chairperson, Commissioners, and Investagrams CEO, Mr. John Christian Bisnar presented the award to the winners of Investor Protection Week. Among the organizations recognized by the SEC is the Institute of Corporate Directors (ICD). ICD is recognized for supporting the Commission’s strategic initiative in 2022 in pursuit of sustainability and corporate governance. SEC Commissioner McJill Bryant Fernandez presented the Sustainability and Corporate Governance Champions Award to ICD CEO Carlos Jose P. Gatmaitan.

The 2nd ICD Invitational Golf Tournament in Honor of Ambassador Cesar Bautista was held on the 28th of October 2022 at the Manila Golf and Country Club. The tournament aimed to bolster ICD’s Research and Development capability to compile best corporate governance practices and statistics for the benefit of its members and stakeholders. Back in 2019, ICD conducted the 1st Invitational Golf Tournament open to both members and guests. However, ICD had to put the tournament on hold in 2020 and 2021 due to Covid-19 restrictions. Now that our country has eased the health protocol and is getting back to normal, ICD decided to resume this much awaited sole ICD sport activity. This year, we were able to raise a net income of ₱ 466,650.25 from the tournament. All the proceeds will go to fund the institute’s research and development in support of our advocacy and initiatives. We are deeply grateful to everyone who attended and made the event a success. There was a total of 47 players, of which 12 were ICD members and 35 were guests. We welcome the positive comments from the participants and glad to know that they enjoyed the venue, prizes, food and drinks. We also appreciate the presence of Ms. Meean B. Dy, daughter of Amb. Bautista, who accepted our invitation to grace the event. The tournament will not be possible without the generosity of the following sponsors: We extend our deepest gratitude for your support for this event that will help ICD provide useful information, trends and recommendations to its members. The following are the tournament winners: Overall Champion: Lowest Gross Score ICD Member – Atty. Pete Maniego Jr. Guest - Mr. Jimmy Panganiban Division A: Champion: Mr. Bobby Rosales 1st: Mr. James Morris Illeto 2nd: LtGen. Oscar Lactao Division B: Champion: Mr. Jose Paulo Soliman 1st: Mr. Arsenio Valdes 2nd: Mr. Marlon Herrera Division C: Champion: Atty. Cesar Villanueva 1st: Mr. JJ Moreno 2nd: Mr. Gil Genio Special Awards were also given for: 1. Hole #10 Accurate Drive- Mr. Gil Genio ( 3.9 ft.) 2. Hole #10 Longest Drive- Mr. Immanuel Sodusta (190 yds.) 3. Hole #16 Nearest to the Pin- Mr. Toti Bengzon (18 ft, 1 in.) No one went home empty handed. Every participant received a Php 1K gift check and a minor raffle prize. The luckier ones won major raffle prizes such as 55” Samsung Smart TV, 2 high-end pistols, and appliances. All enjoyed the tasty and ample dishes served by Manila Golf; our sponsors also provided snacks and beverages to all attendees. We also acknowledge the efforts of the Golf Committee headed by chair Pete Maniego Jr. and its members Ricky Jacinto, Henry Aguda, and Charlie Gatmaitan, as well as the full support from the ICD’s Members Relations Services group and officers. Our huge thanks go all of them. Looking forward to higher participation especially from our ICD members in future golf tournaments, we would like to solicit your inputs on how we could further improve and make the tournament more enjoyable. Congratulations! The following are the raffle winners for the 2022 ICD Invitational Golf Tournament In Honor of Amb. Cesar Bautista. Major Prizes Winners: 1st Prize ( Samsung 55” Smart TV) – Mr. Rufino Bomasang 2nd Prize (1 unit of Caliber 45 Rock Std A1 MS)– Mr. Sonny Garcia 3rd Prize (1 unit of Caliber 9mm Rock Ultra A1 FS)- Ms. Ruth Yu-Owen 4th Prize (Samsung Soundbar)- Mr. Joseph Garcia 5th Prize (Oster Airfryer)- Dr. Napoleon Tan