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by: Ma. Aurora D. Geotina-Garcia, FICD Fellow Institute of Corporate Directors Ms. Ma. Aurora D. Geotina-Garcia shares her insights into the problematic challenges brought about by the pandemic that impedes medium-sized businesses in the Philippines to scale up. She highlights that the crisis hit women-owned and led businesses the hardest. Ms. Geotina-Garcia proposed a strategic road map to ensure sustained growth and profitability as a solution to help them scale up. She calls this the “4Gs road map to scalable success: goals, gaps, gear up and grow.” For the original copy of the article, access the link ( click me ) or read below. When small and medium-sized businesses think of scaling up or expanding their businesses, it is undeniable that the challenges they encounter are quite different from large corporations. This was the topic of my recent talk during the celebration of the Cebu Business Month last May, organized by the Cebu Chamber of Commerce. It was a good opportunity for me to share some of my insights into the current state of medium-sized businesses in the country and my recommendations on essential steps and strategies that may help them scale up. Current State Based on Republic Act No. 9501, or Magna Carta for MSMEs (micro, small and medium enterprises), and the MSME categories used by the Philippine Statistics Authority, medium-sized businesses usually have about 100 to 199 employees, with an annual revenue between P15 to P100 million. As the Philippine economy continues its journey of recovery from the effects of COVID-19, a rapid survey conducted by the Asian Development Bank Institute in 2021 shows problematic challenges that impede medium-sized businesses to scale up, such as dealing with sharp drops in income, demand and revenue, resulting in their temporary closure during the pandemic, which, in turn, has led to disruptions in production, supply chains and domestic demand. The pandemic has also brought disproportionate impact to women-owned and led businesses. Women became even more susceptible to the risk of losing their businesses since they also have to bear the increased burden of domestic work at home. The United Nations Women’s May 2020 survey confirms the severity of the impact on MSMEs, particularly on women-owned and led businesses, as 90 percent of them said their businesses were negatively affected by COVID-19, and half of the respondents said they were spending less time on their businesses due to an increase in caregiving responsibilities at home. Women are hit hardest by the crisis, and if this continues, it will pose a serious risk to the economy. Considering all these issues and how they affect their potential contributions to the economy, it becomes more imperative for government and nongovernment institutions to provide medium-sized businesses with the appropriate tools and strategies that will help them grow and be successful. As the environment is evolving under a new normal, businesses require better access to funding, scale-up opportunities, innovative strategies, competitive workforce and effective market strategies. To implement these tools and resources, and exploit available opportunities, we must recognize first that adapting to the evolving environment is no longer a choice as medium-sized businesses have to scale up to open doors to increase revenue, expand market share and enhance competitiveness. A Strategic Road Map for Scalable Success During the event, I proposed a strategic road map to ensure sustained growth and profitability. I call this the “4Gs road map to scalable success: goals, gaps, gear up and grow.” Goals:  The foundation of any scaling strategy lies in the first step, which is defining clear and achievable goals. Whether it is increased revenue, enhanced profitability, market share expansion, or geographical reach, outlining clear objectives and outcomes can serve as a guiding light throughout the scaling process and increase the chances of success, as well as maximize the potential for sustainable expansion. Gaps: Another important step in scaling up is to identify the gaps in the current business. These gaps may manifest in various forms, such as inadequate resources, limited capabilities, or constrained market reach. Resource gaps may include insufficient funding or outdated technology. Capability gaps can be a lack of expertise in certain areas of business, ineffective processes, or outdated staff skills. Gaps in market reach may include limited brand visibility, inadequate marketing strategies, or a narrow customer base. Effective strategies can only be determined once the gaps that need to be addressed are accurately identified. Gear up: Having identified the gaps, it is necessary for the business to gear up by selecting and executing the right strategies and tactics, and bridge the gap in key areas like human resources, finance, operations, governance and marketing. For instance, conducting capacity-building training to enhance the skills of your staff can support the scaling process. A clear growth strategy can also attract potential funders, like private equity, strategic partners, banks and other financial institutions. Businesses may also want to consider investing in digitalization by acquiring the latest technologies and computer software or data analytics to enhance their business operations. However, adopting such strategies may not be feasible without good corporate governance (CG) policies and practices in place. Good CG and an effective organizational structure promote balanced decision-making to ensure that the interests of all stakeholders are considered. A marketing strategy that can be considered is to ensure a strong online presence or to launch newly branded products or services that can help businesses adapt to the modern age. This may involve leveraging intellectual properties for additional revenue streams and forming strategic partnerships for long-term sustainability and market differentiation. It is important to weigh the pros and cons of these strategies by assessing the benefits and risks involved to ensure their alignment with your business goals. Grow: After careful assessment and planning, the next step is to start to grow and implement your selected strategies. The foundation of scalable success not only lies in strategic planning but also in execution. Growth is never a one-time event but a continuous process that requires monitoring and adaptation. By being responsive to changes in the environment, the business can remain competitive and resilient in achieving its expansion goals. Scaled-up Business for Sustainable Economic Growth Growth inevitably necessitates business to conduct careful planning, goal-setting and strategic decision-making to position itself for success in a competitive market landscape. However, scaling up a medium-sized business is not just about growth; it is about sustainable economic growth. Being steadfast to our business responsibility and accountability to the community and society are the pillars of sustainable growth. Operating ethically, minimizing harm and contributing positively to communities are the essence of making a meaningful contribution to sustainable development. An entrepreneur must aspire for a business that is not only resilient against market challenges, but also adept at contributing to the overall development of society. Disclaimer: “Scalable success for medium-sized businesses” was published on July 29, 2024. It was authored by Ma. Aurora Geotina-Garcia, Fellow of the Institute of Corporate Directors. 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Introduction As the world grapples with climate change, social inequality, resource depletion, and the rising threat of cybercrime, the role of corporate boards has never been more critical. The impact of these global challenges is profound—by 2050, climate change alone could displace up to 200 million people, while nearly half of the global population lives on less than USD 5.50 a day. These issues are not just abstract concepts; they are realities that demand action from those at the helm of our businesses. Sustainability is no longer a choice; it’s a necessity. For boards, embedding sustainability into their core strategies is essential—not only to fulfill their fiduciary duties but to ensure their companies thrive in an increasingly uncertain world. The strategic advantages are clear: attracting top talent, securing cheaper capital, enhancing brand reputation, and exploring new business opportunities. Sowing the seeds of tomorrow. Photo from PixaHive. Insights from Collaborative Research In a collaborative effort, the Stewardship Asia Centre (SAC), alongside the Institute of Corporate Directors Philippines and other partners across the Asia-Pacific region, conducted extensive research to explore the challenges boards face in pursuing sustainability. This study involved over 600 board directors from 11 countries, coupled with 77 in-depth interviews with board leaders. The findings paint a vivid picture of the current landscape, revealing five distinct archetypes of boards in their approach to sustainability: Passive Followers  engage minimally, often reacting only when required by regulation. Box-Checkers  focus on compliance without genuinely integrating sustainability into their strategies. Do-Gooders  are motivated by a moral imperative but often lack the strategic depth to embed sustainability effectively. Risk Navigators  prioritize sustainability as a risk management tool, focusing on mitigating potential business threats. True Stewards  take a comprehensive approach, integrating Environmental, Social, and Governance (ESG) considerations into their core strategies and decision-making processes. Boards may find themselves transitioning between these archetypes as they navigate internal priorities, external pressures, and the evolving business landscape. Challenges and Opportunities The research underscores that a board’s success in advancing sustainability hinges on two key factors: intent and ability. Intent  reflects the board’s mindset and commitment to addressing global challenges while creating value for stakeholders. Ability  involves the capacity to embed sustainability into business strategy, supported by the right skills, leadership, and governance frameworks. Interestingly, the study found that boards in mature regulatory environments are more likely to prioritize sustainability, driven by both legal requirements and stakeholder expectations. However, in regions where economic pressures are more pronounced, sustainability often takes a back seat to immediate financial concerns. This tension highlights the complex balancing act boards must perform—managing short-term pressures while keeping an eye on long-term sustainability goals. An industrial skyline that tells a tale of pollution and progress. Photo from NAHS Wingspan. Key Steps for Enhancing Board Sustainability Efforts For the boards aiming to elevate their sustainability efforts, the following steps are crucial: Set Ambitious Sustainability Goals . Align your board’s objectives with broader societal goals by setting clear, measurable targets that reflect your company’s commitment to sustainability. Invest in Continuous Learning . Equip board members with the latest knowledge and skills in ESG and sustainable business practices. Workshops, peer exchanges, and certifications can be invaluable in this regard. Embed Accountability in Governance . Develop mechanisms that ensure transparency and accountability in your sustainability initiatives. Regular reviews and progress assessments are essential to staying on track. Cultivate a Stewardship Culture . Foster a culture that prioritizes long-term thinking, responsibility, and innovation. Encourage all levels of the organization to view decisions through a sustainability lens. Consider the transformation of a board that initially operated as a “Box-Checker” but gradually evolved into a “True Steward.” By embracing ambitious sustainability targets, investing in leadership development, and aligning their business strategies with broader societal goals, they not only enhanced their reputation but also opened up new avenues for growth. This journey underscores the idea that sustainability is not just about meeting regulatory requirements—it’s about creating enduring value for both the company and society. Conclusion Boards are more than just overseers of financial performance—they are the custodians of their companies' future in a world where sustainability is increasingly becoming a business imperative. By stepping up as stewards of sustainability, boards can navigate the complexities of the modern business environment and secure a resilient, prosperous future for all stakeholders. Whether you’re a board member looking to enhance your sustainability efforts or a corporate leader seeking strategic guidance, the insights and recommendations provided here offer a practical roadmap to becoming a “True Steward” of sustainability. We encourage you to explore the full report, participate in our upcoming events, and take proactive steps to integrate sustainability into your organization's core strategy. Full Report Boards as Stewards of Sustainability

Are you grappling with the challenge of determining fair and competitive compensation for your board directors? Look no further. The Institute of Corporate Directors (ICD), in collaboration with Willis Towers Watson, proudly presents the 2024 Remuneration and Benefits Survey of Directors of Publicly-Listed Companies in the Philippines. This comprehensive report offers an in-depth analysis of compensation practices, providing a much-needed resource for companies striving to navigate the complexities of director remuneration. Why This Report Matters In today’s rapidly evolving corporate landscape, attracting and retaining top talent is more critical than ever. Adequate remuneration is essential for securing directors who can steer companies through the challenges of the modern business environment. The 2024 survey is a vital tool, offering insights into board remuneration trends that address the widespread issue of setting competitive and fair compensation. The survey covers various components of director compensation, including board meeting fees, retainer fees, committee meeting fees, and long-term incentive plans (LTIPs). For example, independent directors in 2024 receive an annual retainer fee ranging from PHP 500,000 to PHP 2,400,000, with a median of PHP 850,000. This substantial increase from previous years highlights the growing expectations and responsibilities placed on independent directors.   Comprehensive Insights for Informed Decisions By examining compensation practices across different company sizes and market capitalizations, the report offers a nuanced perspective that can guide boards, executives, and governance professionals in making informed decisions. This is particularly important in an era marked by heightened scrutiny and regulatory demands for transparency and accountability. Atty. Pedro H. Maniego Jr., Chairman of the Institute of Corporate Directors, emphasizes the importance of adequate remuneration in attracting the necessary talent to cope with expanded roles and risks faced by the board. He notes, "This survey is an essential resource for companies aiming to enhance their corporate governance practices, ensuring that their remuneration strategies are competitive and aligned with industry standards."   Benchmarking for Better Governance The business environment today is characterized by rapid technological advancements and a growing emphasis on Environmental, Social, and Governance (ESG) standards. As corporate directors' duties and responsibilities become more complex, their compensation must reflect their contributions and the risks they manage. The 2024 survey provides valuable benchmarks that can help companies develop fair and transparent compensation frameworks, ultimately contributing to sustained growth and competitiveness. James G. Matti, Head of Willis Towers Watson Philippines, underscores the significance of this study in the context of the ongoing talent war and the rise of ESG investing. He states, "This key study fuses the core competencies of both organizations in delivering a timely and relevant report comprising of Board-related Compensation and Benefits data culled from the country’s Top 100 Publicly Listed Companies (PLCs) in terms of market capitalization."   A Resource for the Corporate Governance Ecosystem This report is not just for boards and executives; it is a critical resource for the entire corporate governance ecosystem, including regulators, investors, and other stakeholders. By providing a benchmark for director remuneration, the survey facilitates an assessment of whether the compensation paid to directors aligns with the value they add and the risks they manage. The detailed data presentation in the report ensures that users can understand the remuneration landscape thoroughly. It includes information on various forms of board remuneration, such as retainer fees, board meeting fees, committee meeting fees, and other benefits like life insurance, healthcare, and long-term incentive plans.   Conclusion The 2024 Remuneration and Benefits Survey of Directors of Publicly-Listed Companies in the Philippines is more than just a report; it is a comprehensive guide that helps companies set competitive and fair compensation for their board directors. With insights from the top 100 publicly listed companies, this survey provides a clear benchmark for director remuneration practices in the Philippines. Leverage this indispensable resource to ensure your company remains attractive to high-caliber directors and aligned with best practices. By adopting the benchmarks and insights provided in this survey, you can enhance your corporate governance practices and contribute to your company's sustained growth and competitiveness. Don't miss out on the opportunity to gain a competitive edge in director remuneration. Get a copy of the 2024 Remuneration and Benefits Survey to uncover valuable insights into establishing fair and competitive compensation for your board directors. 2024 Remuneration and Benefits Survey PHP 75,000 inclusive of VAT For more information, email us at communications@icd.ph

As Dr. Alfredo Pascual steps down from his role as Secretary of the Department of Trade and Industry (DTI) on August 1, we extend our deepest gratitude for his outstanding leadership and patriotism. Like his impressive performance as President of the University of the Philippines, Dr. Pascual's tenure at the DTI has been shaped with his vision to improve the country’s competitiveness level and by major initiatives to raise the level of micro, small, and medium enterprises (MSMEs). His focus on key industry sectors has raised much needed investments and generated more jobs for our country. The Institute of Corporate Directors (ICD) has the good fortune of having Dr. Pascual as one of its illustrious Fellows. After leaving UP, he led the Institute as President and CEO from 2018 to 2019 and then as Trustee from 2019 to 2021. Under his able guidance as CEO, ICD strengthened its advocacy for inclusive and sustainable change by enhancing learning programs, introducing new membership categories, and successfully launching the Golden Arrow Recognition Awards which honored top-performing Philippine companies. On behalf of the Institute of Corporate Directors, we extend our heartfelt appreciation to Dr. Fred Pascual for steadfastly championing good corporate governance and his selfless dedication to uplift the quality of life of the Filipino people. His contributions have left a mark not only in UP, DTI and ICD but in all his engagements, setting the foundation for future growth and success. We wish him more time for himself and with his family and look forward to collaborating with him as he returns to the private sector.   Your ICD Family is always proud of you. Maraming Salamat po, Dr. Fred Pascual.

President Ferdinand Marcos Jr.'s 2024 State of the Nation Address (SONA) presented a broad and strategic vision for the Philippines, reflecting on the accomplishments over the past year and setting the course for future development. This address highlighted several key initiatives aimed at bolstering various sectors critical to the nation’s progress. This report provides a comprehensive overview of these initiatives and delves into their significance for members of the Institute of Corporate Directors (ICD). President Ferdinand "Bongbong" Marcos Jr. delivers his State of the Nation Address (SONA) on July 22, 2024. Photo from Rappler. Key Initiatives and Developments Food and Water Security President Marcos Jr. underscored the: Ongoing challenge of high food prices, particularly rice. Highest rice yield in decades. Significant distribution of seeds, seedlings, and fertilizers to farmers. Future focus: prioritize local production, enhance technical and financial support, and implement modern farming techniques to ensure food security. Agrarian Reform The administration continues to push forward with agrarian reform: Over 130,000 land titles distributed to farmers in the past two years. Plans to expedite the partitioning of collective Certificates of Land Ownership Award (CLOA). Additional financial and technical assistance to farmers through crop insurance and modern agricultural methods. Climate Change and Disaster Risk Reduction Management (DRRM) President Marcos Jr. highlighted the country's vulnerability to climate change. Emphasized the need for proactive climate responsibility and justice on the global stage. The Philippines secured a seat on the Board of the Loss and Damage Fund. Built almost 100 evacuation centers in the past two years. Initiated operations of a Disaster Response Command Center. Completed over 5,500 flood control projects. Initiatives like “KALINISAN sa Bagong Pilipinas” to maintain community cleanliness and prevent disaster-related issues. The Department of Public Works and Highways (DPWH) is currently closing the gaps on the 3.17-kilometer Panguil Bay Bridge Project, set to become the longest sea-crossing bridge in Mindanao. Photo from DPWH. Infrastructure Development The President highlighted remarkable progress in infrastructure development: Over 12,000 kilometers of roads and more than 1,200 bridges constructed or upgraded. Key projects: Panguil Bay Bridge and the Guicam Bridge Ongoing railway projects: including the Metro Manila Subway, MRT-7, and the North-South Commuter Railway. Digital Infrastructure Significant advancements in digital infrastructure were emphasized: Completion of Phase 1 of the National Fiber Backbone. Phases 2 and 3 expected to be completed by 2026. Implementation of the National Cybersecurity Plan to safeguard systems against cyberattacks. This comprehensive blueprint aims to protect the country's digital infrastructure and ensure that the speed and quality of IT development mirror the pace and trajectory of the nation's economic aspirations. Energy Efforts to address power needs include: Development of microgrid and off-grid systems. Upgrading key transmission lines like the Mariveles-Hermosa-San Jose transmission line. Focus on ensuring reliable power supply to meet growing demand and addressing systemic power shortages. Education The administration has prioritized improving the quality of education through: Digitalization initiatives, enhancing teacher support, and refining the curriculum. Increased budget allocations for education. Expanded technical-vocational education and training (TVET). Integration of advanced learning systems in fields like robotics and artificial intelligence. TVET has been particularly emphasized, recognizing its high employability rate. The collaboration between DepEd, CHED, DOLE, and TESDA aims to incorporate TVET in the Senior High School curriculum, boosting the employability of students. Healthcare and Social Protection Expansion of PhilHealth benefits, including coverage for serious illnesses and more generic medicines. Establishment of new Urgent Care and Ambulatory Service Centers. Super Health Centers to provide primary medical services to underserved areas. Economic Policies and Investment The President underscored the: Promotion of investment-led growth through capital market reforms and green lanes. Rationalized incentives scheme under the CREATE Act. “Green-lane certified” projects totaling about three trillion pesos. Generated investments amounting to over one trillion pesos and more than 100,000 new jobs. Efforts to reduce unnecessary business costs include the removal of fees and charges by local government units for transporting goods and merchandise on national roads, urging LGUs to refrain from collecting similar fees for local road use. The OFW Lounge located at NAIA Terminal I serves as a 24/7 VIP lounge for “modern-day heroes.” Photos from PEP/House of Representatives. Labor and Employment The administration is focused on generating not just jobs but quality and competitive jobs through aggressive infrastructure development, business-friendly policies, and investment promotions. Employment rate increased to 95.9%. Notable rise in high-quality jobs and decrease in underemployment to 9.9%. Special facilities and services for OFWs like the OFW Lounge at NAIA and the Seafarer’s Hub in Manila. Efforts have been made to assist OFWs affected by conflicts and disasters and ensure their safe return home. Tourism The President emphasized the potential of the tourism sector, highlighting infrastructure and digital reforms aimed at enhancing the overall tourist experience. The focus is now on “experiential tourism,” with focus areas: food, culture, heritage, arts, education, halal and Islamic traditions, dive, cruise, farm, eco-tourism, and sports. Expanded the “one town, one product” concept to inspire high-quality products and services showcasing community history, traditions, and talents. A depiction of the maritime dispute in the West Philippine Sea, highlighting the contested areas between Vietnam, the Philippines, and China, with naval vessels from the involved nations navigating the contested waters. Photo from Inquirer. International Relations The Philippines continues to assert its rights and interests through diplomatic channels. The country secured a resolution from the United Nations promoting and protecting the enjoyment of human rights of seafarers. The administration is committed to strengthening defense through self-reliance and partnerships with like-minded states.   Strategic Opportunities and Insights for Corporate Directors The President’s focus on food security, infrastructure development, and digital transformation aligns closely with the ICD’s advocacy for sustainability and good corporate governance, offering opportunities for ICD members to promote sustainable practices and support infrastructure projects. The government's initiatives to foster investment-led growth and create a business-friendly environment provide opportunities for ICD members to engage in strategic investments particularly in renewable energy, digital infrastructure, and manufacturing sectors. The administration’s commitment to enhancing education quality and expanding TVET is crucial for developing a skilled workforce, providing ICD members with the potential to access a more skilled and qualified workforce, which can enhance productivity, innovation, and overall business performance. ICD members can contribute by supporting educational programs and training initiatives that align with industry needs. The expansion of healthcare benefits and the establishment of new health centers underscore the importance of corporate involvement in healthcare initiatives, where ICD members can advocate for programs that improve community health outcomes and governance in the health industry. Lastly, the emphasis on digital infrastructure and cybersecurity aligns with ICD’s goals of promoting the strategic integration of technology with business objectives, efficient resource and risk management, and continuous innovation. By aligning their corporate strategies with the government’s vision, ICD members can play a crucial role in fostering sustainable growth, enhancing corporate governance, and supporting the overall development of the Philippines.

Dear ICD Fellows:   This year, our Annual Membership Meeting will be held on Wednesday, 16 October 2024 , from 2:00 PM – 4:00 PM .   As always, part of the AGMM will be devoted for the election of Trustees to fill four vacancies  in the Board of ICD and serve a full three-year term .   Part of the AGMM will be devoted to the election of Trustees to fill four vacancies  in the Board of ICD replacing the following Trustees whose terms will end this year:   Ms. Tomasa H. Lipana Atty. Pedro H. Maniego, Jr. Mr. Jonathan Juan DC Moreno Ms. Maria Celeste S. Narciso   The group profile of the remaining Trustees can be accessed in this link: ICD Board of Trustees Profile . This may serve as a guide to nomination of a Fellow in good standing that will complement the current Board.   As a reminder, only Fellows in Good Standing (paid current membership dues) as of 25 August 2024 shall be eligible to nominate or be nominated  for the upcoming 2024 Elections of ICD Board of Trustees.   Moreover, only Fellows in Good Standing (paid current membership dues) as of 15 October 2024 shall be eligible to vote  for the upcoming 2024 Elections of ICD Board of Trustees.   Please click this link ( Fellows and Life Fellows in Good Standing  as of this date) for verification of membership status. If your name does not appear and you are a Fellow in Good Standing, please contact membersrelations@icd.ph  immediately. We highly encourage members not in good standing to please settle their membership dues to participate in the Trustee Nominations and Elections.   Attached to this email is the ICD’s Guidelines for the Nomination and Election of Trustees  for the nominations of Trustees who will serve for three years starting January 1, 2025. Kindly refer to the said guidelines and submit your Nomination Form on or before Monday, 26 August 2024 . Please bear in mind that a candidate needs to be nominated by two (2) Fellows in good standing .   The final list of Fellows who are deemed qualified to run by the NOMELEC for election as Trustee at the 2024 AGMM will be released electronically on (Friday), 6 September 2024 . This will be sent together with the guidelines for electronic voting for the 2024 AGMM.   Please feel free to reach out to Ms. AJ Lugtu at membersrelations@icd.ph  in case you have any questions regarding the nomination process.   Thank you for your attention on the matter.   Yours  sincerely,   Atty. Teodoro Kalaw IV Corporate Secretary   Noted by:   Atty. Jose Tomas C. Syquia Chair – Nomination and Election Committee (NOMELEC) Note: Nomination Forms and other necessary materials links for the Nominations for Annual Elections 2024 are sent via email to all ICD Members. For inquiries, kindly email at membersrelations@icd.ph

NOTICE & AGENDA, ANNUAL GENERAL MEMBERSHIP MEETING OF THE INSTITUTE OF CORPORATE DIRECTORS 16 October 2024, Wednesday, 2:00 PM to 4:00 PM NOTICE IS HEREBY GIVEN that the Annual General Membership Meeting of the Institute of Corporate Directors (ICD)  will be held on, Wednesday, 16 October 2024, at 2:00PM  via videoconference using Zoom platform as well as onsite in Metro Manila / To Be Confirmed.   The Agenda items are as follows: 1.       Invocation and National Anthem 2.       Call to Order 3.       Proof of Notice of Meeting & Certification of Quorum 4.       Induction of Members 5.       Approval of Minutes of the 11 October 2023 Annual General Membership Meeting 6.       Message of the Chairman 7.       Report of the Executive Director 8.       Messages from the Trustees 9.       Report of the Approved Audited Financial Statements as of 31 December 2023 10.   Appointment of External Auditor for Fiscal/Calendar Years 2024 & 2025 11.   Ratification of all Acts and Resolutions of the Officers and Board of Trustees from 01 October 2023 to 30 September 2024 12. Ratification of the Amendment of By-Laws: Separation of Officer Positions of Board Chairman and President 13.   Election of the Board of Trustees (announcement of results of Online Voting) 14.   Open Forum 15.   Closing Message from the Chairman Emeritus 16.   Adjournment   Election of Trustees   Four seats on the Board of Trustees are up for election this year 2024 to fill up the corresponding vacancies in the Board due to the conclusion of regular terms of four trustees. The official Notice of Nominations will be sent to members on 26 July 2024  and the nomination period will run from 26 July 2024  until 16 August 2024 . The final list of nominees will be announced on 30 August 2024 , and thereafter election and voting will follow. Similar to last year, voting shall be online. Instructions for the online elections will be emailed to Fellows in good standing on 30 August 2024 .   The names of duly elected trustees will be announced during the Annual General Membership Meeting.   Thank you and we look forward to your participation on 16 October 2024.   Sincerely,   Atty. Teodoro Kalaw IV Corporate Secretary Note: Registration and materials for the 2024 Annual General Membership Meeting are sent via email to all ICD Members. For inquiries, kindly email Aj Lugtu at alugtu@icd.ph .

24 July 2024 Dear ICD Members, Please be informed that Executive Director Valentin A. Reyes has tendered his resignation effective 31 July 2024. We acknowledge and thank Val for his contributions and initiatives during his tenure. In the interim while looking for a replacement, the Executive Committee consisting of Vice Chair Ida Tiongson, Treasurer Marivic Españo, and I will take care of managing the operations of ICD. I will assume my concurrent position as President to serve as the link between the Board and Management until a new Executive Director is on board. Let us wish Val the best in his future endeavors. Best regards, Pete Chair, Institute of Corporate Directors

by: Thea Angelie O. Angara ICD  CG Advocacy Team Lead Institute of Corporate Directors On June 10, 2024, the Institute of Corporate Directors (ICD) conducted a courtesy visit to Bangko Sentral ng Pilipinas (BSP) Governor Eli Remolona Jr. ICD was represented by Chairman Pedro Maniego Jr., Vice Chair Ida Tiongson, Trustees Mr. Bing Matoto, Ms. Maricelle Narciso, Mr. JJ Moreno, Executive Director Valentin Reyes, and Mr. Roberto Bascon Jr. The visit highlighted the banking sector’s exceptional performance in the 2023 ASEAN Corporate Governance Scorecard (ACGS) Assessment, emphasizing its steadfast dedication to good corporate governance. Both parties expressed their commitment to fostering closer partnerships aimed at the continuous improvement of the performance of banks in the ACGS. This includes potential collaborations and initiatives to support institutions in enhancing their corporate governance practices. The commendable performance of the banking sector not only underscores its strong corporate governance framework, but also establishes a benchmark for excellence across industries. ICD’s eventful meeting with the BSP marks a pivotal step towards strengthening both organizations’ commitment to the enhancing corporate governance standards in the Philippines.

by: Ma. Aurora D. Geotina-Garcia, FICD Fellow Institute of Corporate Directors Ms. Ma. Aurora D. Geotina-Garcia emphasizes the importance of bridging the gender gap in financial literacy to enhance women's financial autonomy and independence. She highlights key insights and strategies from the Global Summit of Women, including the importance of financial planning, investment strategies, and addressing socio-cultural influences. For detailed insights into empowering women through financial literacy, access the full article (click me) or read below. We often assume that women, like men, are fully equipped and have the financial savvy to plan their personal and business finances. However, various studies have observed the reality that there is a gender gap in financial literacy that persists globally, and which poses challenges affecting women’s personal and professional development, including investment and retirement planning. An Organisation for Economic Co-operation and Development (OECD) Survey in 2020 showed that men possess higher financial literacy and economic investment levels compared to women, impeding women’s ability to achieve financial autonomy and independence. With women’s longer average life expectancy of 73.8 years versus 68.4 years for men according to the study conducted in 2021 by Saloni Dattani and Lucas Rodés-Guirao of our World in Data, it is imperative for women to be more proactive in financial planning and investment strategies for retirement savings, living expenses, healthcare costs, and other potential long-term care needs. FINANCIAL STRATEGIES AND INVESTMENT PLANNING FOR WOMEN At this year’s Global Summit of Women (GSW), an annual event that brings together influential women leaders, entrepreneurs, and experts from around the world, which was held in Madrid from May 9 to 11, I had the privilege of moderating a panel entitled “Financial Strategies and Investment Planning for Women.” The panel discussed the various challenges that women experience in planning their financial future and provided insightful interventions and strategies to improve the financial well-being of women. Ana Lorrabaquio — a veteran in financial markets and a director in the Institutional, Wealth and Corporate Business at Principal Mexico, one of the most active and fastest growing finance companies in the Mexican financial market operating through the businesses of retirement fund, investment funds, annuities, and insurance — presented her insights on personal financial planning and the economic role of women. She discussed the importance of financial planning in creating a greater sense of well-being, despite the current challenges faced by women, such as earning less than men as a result of the persistent gender pay gap and the difficulties in understanding investment information. Ms. Lorrabaquio encouraged women to be proactive by reviewing their financial situation, investing wisely, and planning for retirement. She also advised that women should seek the assistance of a financial advisor to guide them achieve financial success. Alicia Muñoz Lombardia, Deputy Secretary of the Board and Head of Legal and Public Affairs at Santander Spain, currently the largest bank in Spain in terms of assets and global presence, discussed the barriers faced by women in accessing capital which has discouraged many women from becoming entrepreneurs. However, she added that women should be aware of funding options, such as government programs, bank loans, crowdfunding, and angel investors. Ms. Lombardia further emphasized the importance of financial education and entrepreneurial opportunities for women. Thus, her organization has invested significantly in collaborating with universities to support women entrepreneurs through financial education, mentoring, and other resources. Mary McKenna, an angel investor and co-founder of Awaken Hub, a platform supporting women-led businesses in technology sectors, shed light on the low investment in women-led companies in deep tech innovation. Ms. McKenna stressed the importance of women’s active involvement in early-stage investing and highlighted the benefits of joining or starting an angel syndicate, which provides access to due diligence teams, community events, and personal development opportunities. Angel investing is an investment option available to women aside from the traditional instruments, like equities, bonds, and other forms of securities. The panelists likewise discussed financial management and investment strategies for women, such as the need to balance and establish clear boundaries, especially in family-owned businesses, between personal and business finances as women entrepreneurs are expected to also manage household finances as “keepers of the funds or finance managers,” and the need to promote women’s access to capital for business, such as in the technology sectors, to support gender equality in finance. Finally, due to cultural and societal norms which influence women’s attitudes towards financial management and investment, they all agree on the need to address these socio-cultural influences to foster greater financial empowerment among women through collective actionable steps and initiatives to ensure sustained progress towards greater financial literacy and empowerment for women. A CASE STUDY ON FINANCIAL LITERACY The Philippine Women’s Economic Network (PhilWEN), through its inaugural project with the Philippine Business Coalition for Women Empowerment (PBCWE), comprised to date of 45 large and influential local corporations who commit to promote gender equality in the workplace, recognizes the urgent need to address this gender gap in financial literacy. To train and empower women to navigate their financial journey with confidence, PhilWEN, in partnership with Insular Life, a member of PBCWE, conducts training using modules on “Financial Literacy 101: Shaping Her Future – The Sheroes’ Runway to Financial Freedom,” “Investment Planning,” and “Estate Planning.” Using these modules, we capacitate women with practical knowledge and financial skills, thus paving the way towards a more equitable and financially literate society. ADDRESSING THE GENDER FINANCIAL LITERACY GAP The global dialogue on women’s economic empowerment to inspire positive change in the financial landscape for women is necessary to create a more inclusive and equitable financial platform for women in the Philippines and beyond. The gender gap in financial literacy is not just a matter of numbers and statistics; it is about the lives and futures of women everywhere. If we do not act now, we are missing out on empowering countless women and depriving them of the opportunity to achieve financial independence, security, and a better future for themselves and their families; we are denying them the knowledge and skills they need to navigate the complex world of personal finance, make informed decisions, and plan for retirement. This will continuously perpetuate the current system that holds women back, limits their access to investment opportunities, and reinforces the harmful notion that financial management is not their domain. It is high time to face the issue, recognize the dreams and aspirations of women, and ensure that they have the tools and support they need to thrive financially. Disclaimer: On June 11, 2024, “Empowering women through financial education” was published. It was authored by Ma. Aurora Geotina-Garcia, Fellow of the Institute of Corporate Directors. You can read more about this article through this link: https://www.bworldonline.com/opinion/2024/06/11/600771/empowering-women-through-financial-education/

by: Erika Rose Baltazar ICD Corporate Governance Analyst Institute of Corporate Directors On June 13, 2024, the Institute of Corporate Directors (ICD) paid a courtesy visit to the Department of Trade and Industry (DTI). The delegation, led by ICD Chairman Atty. Pedro H. Maniego, Jr., and Executive Director Engr. Valentin A. Reyes, included Board of Trustees members Ms. Tomasa H. Lipana and Ms. Ma. Victoria C. Españo. The visit aimed to explore potential collaborations with DTI and to enhance corporate governance initiatives for Micro, Small, and Medium Enterprises (MSMEs). During the meeting, both parties emphasized the importance of focusing on Small and Medium Enterprises (SMEs). They also discussed the possibility of collaborating with SB Corporation to support microfinance companies in improving their corporate governance practices. To facilitate this collaboration, ICD and DTI will work together to develop and implement targeted corporate governance programs for SMEs and microfinance companies. Attendees from DTI: Mr. Alfredo E. Pascual, Secretary of the Department of Trade and Industry Ms. Emma C. Asusano, Director of Small and Medium Enterprises Development

by: Mr. Gil Genio, FICD ICD Fellow Institute of Corporate Directors We all know the issues of the day: persistent inflation that affects customer spending, new technologies that disrupt how business gets done and how customers interact with brands, new products and services from new competitors, and a changing country demographic that challenges how we hire and retain talent. Companies can take many strategies and actions to succeed in this environment. However, growth-focused businesses are best positioned to be resilient and thrive today. For all businesses, creativity and innovation are the necessary ingredients for growth. Growth is what attracts, keeps, and engages executives and talent. Growth conveys a winning culture to the organization. Growth allows a company to set the pace, keeping competitors at bay. Most importantly, growth is an endorsement from customers that a company's products and services remain relevant. The consequences of neglecting growth are dire. A company that fails to prioritize growth risks a decline in revenue or income, which can lead to negative sentiment among customers, suppliers, and other stakeholders. This is a risk that no business can afford to take lightly. But how and where do we find growth? This is not a question to be taken lightly. A company must carefully consider and choose one or more of several strategic approaches to generating growth, each requiring thoughtful planning and execution. One approach is to re-align the business portfolio through an acquisition and divestment program. This can involve acquiring businesses in similar or complementary markets or even partaking in vertical integration. And over time, some businesses might perform better under new owners. Such divestments can inject capital for new growth opportunities. The second approach is to find new revenue growth from existing "core" businesses. Rebuilding the core business is often necessary to deal with disruptions caused by technology, changes in customer behavior, or new entrants. Are there markets and customers we need to serve better with our products and services? Are there ways to extend our products to different customer segments? The third approach is entering related or complementary markets, sometimes called "adjacent" businesses. What capabilities does the company have that would be relevant or be a competitive edge when used differently? Amazon realized its e-commerce IT infrastructure could be used by other companies looking to cut costs and quickly respond to market changes. Globe Telecom leveraged its mobile customer relationships and sales channels to enter financial services with GCash. The last approach is finding completely new business opportunities through innovation and investment. While this is often associated with start-ups and venture capital, many companies and even conglomerates in the Philippines are experimenting with new ways to serve unmet customer needs. In this approach, a company looks at its resources and capabilities to build new revenue streams. Telcos, for example, are leveraging capabilities to create healthcare ventures. Another example is that poor financial inclusion, married with mobile technology and apps, led to the creation of digital banks. Few took notice that many years ago, the United Nations declared April 21 as the "World Creativity and Innovation Day" to acknowledge that "innovation is essential for harnessing the economic potential of each nation and the importance of supporting mass entrepreneurship, creativity and innovation which create new momentum for economic growth and job creation and expand opportunities for all, including women and youth.” All these approaches—rebalancing a business portfolio, turbo-charging existing revenue streams, fostering creativity, and harnessing innovation and growth—take time and effort. A company and its board must bravely allocate the necessary talent, time, and resources. They should take bold actions, especially in these times of uncertainty when it is far too easy to be just defensive. In my past firsthand experiences with all four approaches to finding growth or finding new revenue opportunities, I can share the following seven key lessons: Communicate the company's "burning platform." This will focus everyone's attention, from shareholders to boards to leaders to employees, and enable the hard work required. Truly understand the customer beyond demographic or psychographic profiles. In the words of the late Clayton Christensen, who extensively researched disruption: “A ‘job to be done’ is a problem or opportunity that somebody is trying to solve. We call it a ‘job’ because it needs to be done, and we hire people or products to get jobs done”. Adapt the growth strategies, innovation structure, and process to the company's situation. Is the core business or revenue stream under competitive attack? Are there new competitors, and what are they after? Is the core business subject to disruption because of the macro environment, customer changes, or technology adoption? Is the company in a race to get the first customers or users? Create a disciplined stage-gate process, with milestone-based funding of new initiatives and regular progress monitoring. Innovation is not just about brainstorming and doing the sexy new initiatives, but rather the consistent tests, discarding ideas, and funding the following stages until fruition. Facts win—and in the absence of facts, test. The loudest voices or senior people often dictate what a company must do next. We usually forget that if we are in a business-to-consumer (B2C) business, "we are not the customer." In business-to-business (B2B), product discovery and selection involve many people, making it harder to discern buying behavior. Accept that there is no silver bullet; innovation often takes years. Even M&A's ability to generate new revenues does not produce instant results, and we cannot take the hard work of integrating and retaining key talent for granted. Finally, setting the tone from the top with an engaged leadership team is crucial. By involving as many people as possible in the company’s 'burning platform' and the various initiatives being explored or implemented, we can ensure that everyone feels valued and integral to the company's operations. Over the past decade, we have witnessed how technology, changing demographics, and continued investment have transformed how we lead our lives and interact with each other, leading to continued economic growth. Look closely: all four approaches to finding growth have fueled them. Let’s not forget Christensen’s words: “If you frame your business in terms of products you’re trying to sell, life comes and goes, and you get supplanted by other products and technologies,” he says. “But if you deliver something that does the job well, it will open up opportunities to use new technologies as they emerge. What your business is about is doing the job better and better.” Let us all be brave in seeing growth and creating the positive impact our products and services can have on our fellow Filipinos. Gil Genio is a retired Ayala and Globe executive.  His last role was Globe’s Chief Strategy Officer (CSO) (2010-2021) as well as Chief Technology and Information Officer (CTIO) (2015-2021).  He is currently an Independent Director at publicly listed companies GT Capital Holdings (GTCAP) and Puregold Price Club (PGOLD).  He is a member of the Management Association of the Philippines, the Analytics Association of the Philippines, and a Fellow Member of the Institute of Corporate Directors.