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By: Dr. Carlos P. Gatmaitan, FICD Fellow Institute of Corporate Directors Dear Chairperson, Members of the Board, CEO, and readers of this article… No institution is immune. You know the situation. We see it everyday. In today’s volatile environment, risks confronting corporations are multiplying in scale, speed, and complexity. Economic uncertainty, cyber threats, regulatory shifts, reputational vulnerabilities, and operational disruptions now form part of daily corporate life. Oh, and what about corruption? Think about the current DPWH flood control situation. Corruption — a systemic cancer penetrating deep inside the bone — nothing new actually. The effects of poor governance and a lack of risk management could be brutal indeed. What about your corporation? How do you mitigate the risk universe? As leaders, how do you lead in dealing with simple flaws to major threats, all of which could lead to sustained losses (slow death) all the way to bankruptcy (death penalty)?  This reality underscores the need for a structured, systematic, and customized Risk Management Framework (RMF)—not as a compliance exercise nor a vital instrument of corporate governance and strategic leadership. A rational approach to risk is needed to survive. At its core, an RMF is a disciplined system for identifying, assessing, mitigating and monitoring risks. Its purpose is straightforward: to safeguard enterprise value while enabling opportunity. The objective is not to avoid risk — since progress and innovation inherently carry it — but to manage it deliberately, so decisions are taken with clarity, resilience is strengthened, and the organization advances with confidence. The process of risk management is well-established: risks are identified across strategic, financial, operational, technological and compliance dimensions; they are assessed by likelihood and impact; mitigation strategies are developed; and monitoring systems are instituted. What makes the framework effective is not the mechanics but the commitment of leadership. A strong Board ensures risk oversight is embedded into governance.  A decisive CEO integrates risk thinking into culture and strategy. This transcends to departments aligning their practices so that Finance rationalizes budgets and monitors ratios with foresight, Marketing anticipates the impacts to the 7 Ps, HR recruits and develops the workforce, IT optimizes digital assets, and Operations ensures efficiencies and effectiveness. In such alignment, risk management becomes not an afterthought but a leadership discipline. Where a Board must place its attention is on the outputs and outcomes of a well-functioning RMF. These are the real reasons to commit to its full implementation, for they translate into measurable, strategic advantages: Stronger Brand Value and Stakeholder Confidence — Companies with disciplined risk practices enhance reputation and investor trust. Resilience Against Disasters and Financial Collapse — Bankruptcy, fraud, regulatory sanctions, or cyberattacks are mitigated Sharper Strategic Execution — implemented more smoothly across departments, avoiding disruptions. More Rationalized Financial Planning — Budgets and capital allocations reflect both risk exposure and growth priorities, ensuring resources are not wasted but optimized for resilience. Operational Continuity — Supply chains, processes, and critical systems are fortified against interruption, reducing costly downtime and sustaining customer service levels. Regulatory and Governance Credibility — complied with regulators while satisfying ratings agencies, and investors, reinforcing the Board’s reputation as a responsible steward. Cultural Discipline and Accountability — A risk-aware culture fosters responsibility, vigilance, and ethical conduct, embedding governance into daily decisions at every level. Competitive Advantage — Companies that manage risk effectively are able to move faster, seize opportunities with confidence, and stand apart from less-prepared competitors. These are not theoretical benefits; they are tangible, Board-level outcomes that distinguish organizations that survive from those that thrive. For the Board, the framework provides assurance that strategies are not only planned but protected. For the CEO, it delivers the agility to respond to disruption without losing direction. A structured RMF is not an administrative burden. It is a leadership instrument that transforms uncertainty from a mere threat into a managed reality. No institution is immune. Disclaimer: On September 8, 2025, “Leading the risk management journey: A board director’s duty” was published. It was authored by Dr. Carlos P. Gatmaitan, a fellow of the Institute of Corporate Directors. You can read the original article through this link:

October 21, 2025 The Institute of Corporate Directors (ICD), the Financial Executives Institute of the Philippines (FINEX),  the Institute for Solidarity in Asia (ISA), and the Justice Reform Initiative (JRI) express serious concerns over recent reports at the Government Service Insurance System (GSIS), which raise questions about corporate governance and accountability within this vital state-run pension fund. The reported disputes between the GSIS President and General Manager (PGM) and members of the Board of Trustees (BOT) over significant investment decisions and the scope of executive authority are a serious matter. The conflict challenges the core principles of fiduciary duty, transparency, and oversight of the board, which are crucial for all Government-Owned or -Controlled Corporations (GOCCs) managing public funds. The determination of the veracity of the allegations raised by the resigned trustees has been entrusted to the Ombudsman. Our foremost concern is that these internal disputes may erode confidence, thereby undermining trust in the fund’s stability—a cornerstone of the nation’s economic and social well-being. Commitment to Stronger GOCC Governance The GSIS situation is a critical opportunity to reinforce governance standards across all GOCCs. We strongly recommend that the following measures be instituted immediately: Clear Reinforcement of Board Authority: The authority of the Board of Trustees in setting major policy and approving significant, high-risk, or non-standard investments must be unambiguous and paramount. Enforceable Accountability: The dual accountability of GOCC executives—to the appointing power and to the Board—must be managed through clear, enforceable internal governance structures that prioritize fiduciary duties. Strict Compliance and Transparency: All GOCCs must operate with the highest level of transparency in all financial and investment dealings. Protocols must be tightened to prevent any action that undermines board oversight. Thorough and Impartial Resolution: We urge the GSIS leadership and relevant oversight bodies such as the Governance Commission for GOCCs to facilitate a comprehensive, impartial review to restore clarity regarding authority and accountability. We stand for strong corporate governance. The sound, ethical, and transparent management of public funds by all GOCCs is non-negotiable for securing the nation's future and ensuring the trust of the Filipino people. INSTITUTE OF CORPORATE DIRECTORS (ICD) FINANCIAL EXECUTIVES INSTITUTE OF THE PHILIPPINES (FINEX) INSTITUTE FOR SOLIDARITY IN ASIA (ISA) JUSTICE REFORM INITIATIVE (JRI) https://manilastandard.net/business/314658506/finance-groups-urge-reform-at-gsis-after-leadership-dispute.html https://tribune.net.ph/2025/10/22/business-groups-sound-alarm-over-gsis-governance-under-veloso https://bilyonaryo.com/2025/10/22/no-compromise-on-ethics-finance-groups-sound-alarm-over-gsis-board-feud-demand-ironclad-oversight-of-public-funds/business/ https://youtu.be/pLeZrWPVylE?si=ElhH0sBGo1OcMNo8 https://www.bworldonline.com/economy/2025/10/22/707353/gsis-stability-seen-possibly-eroded-by-infighting-over-investment-policy/

By: Ms. Lizanne C. Uychaco, FICD Fellow Institute of Corporate Directors From breadwinner to boardroom, Filipinas are powering both the home and the workplace. For generations, the Filipino woman has been called “ang ilaw ng tahanan”—the light of the home. The phrase captures her role as moral compass, financial steward, disciplinarian, nurturer, and adviser all at once. She balances warmth with wisdom, compassion with firmness, ensuring families stay the course even in times of difficulty. The light she brings is both practical and symbolic, guiding households through storms and triumphs alike. Increasingly, women are bringing the same values and leadership qualities to corporate boardrooms. They are no longer just the light of homes; they are also the light of companies, guiding organizations with the same empathy, prudence, and discipline that have anchored Filipino families for centuries. From household governance to corporate governance. Consider how women traditionally run households. They manage budgets with precision, stretching every peso for education, food, health, leisure, and emergencies. They enforce discipline while showing compassion, shaping character while keeping relationships intact. In truth, they act as the family’s chief financial, risk, human resource, and operating officers all at once. These household governance skills, once invisible, are the same qualities companies now seek in independent directors. Women’s ability to weigh short-term needs against long-term stability, to manage risk without stifling ambition, and to ensure fairness and accountability makes them natural stewards of good governance. Women at work. The Philippines has long been recognized for strong female participation in the workforce. Women make up nearly 47 percent of jobs nationwide, a higher share than many Asean neighbors. In publicly listed companies, women hold 40 percent of executive roles and 21 percent of board seats (PBCWE Census, 2022). From banking to retail, government to entrepreneurship, women are participating and leading. Indeed, the Philippines consistently ranks among the world’s better performers in gender equality. In the 2023 World Economic Forum Gender Gap Report, the country placed 16th globally, ahead of most of its Asian peers. Filipino women are lawyers, engineers, scientists, CPAs, CFOs, CISOs, CEOs, and entrepreneurs shaping industries. They are household breadwinners as well as corporate decision-makers. The EQ edge. What makes women stand out in leadership is not just technical skill but emotional intelligence. EQ—the balance of head and heart—allows leaders to inspire, empathize, and unite. IQ may open doors, but EQ determines how far one climbs. A TalentSmart survey found that 90 percent of top performers score high in EQ, and leaders with strong emotional intelligence build trust, resolve conflict, and sustain performance. Women, often more attuned to empathy and collaboration, bring these strengths to both families and companies. On boards, this translates into more inclusive decision-making, sharper risk awareness, and greater alignment with stakeholder needs. Why companies with women do better. The impact of women leaders is not just cultural—it is financial. Research shows that companies with women in leadership perform better: An IFC study (Asean, 2019) found firms with over 30 percent women directors reported return on assets of 3.8 percent vs. 2.4 percent and return of equity of 6.2 percent vs. 4.2 percent compared to all-male boards. Credit Suisse found that companies with at least 30 percent women directors delivered nearly 19 percent higher cumulative returns between 2019 and 2024. McKinsey noted that moving from no women in leadership to 30 percent representation correlated with a 15 percent increase in profitability. Clearly, empowering women in the workplace is not just a social good—it is smart business. Lighting the way forward. The Philippines is well-positioned to lead this shift. With women already holding a significant share of executive and board seats, the foundation is strong. Networks like PhilWEN, PBCWE, NOWCD/Women Corporate Directors and ICD are building pipelines of board-ready women, ensuring that talent is never the barrier. From home to nation. Women are not only the light of the home, they are also the ilaw ng kumpanya, illuminating boardrooms with integrity, empathy, and discipline. Their presence ensures governance is grounded in values, ambition tempered by perspective, and profit pursued alongside purpose. Today, behind every successful company and nation stands the Filipina, powering both the office and the home, her light shining far beyond the family table into boardrooms and industries that shape our future. Truly, the Filipina is no longer just the light of the home; she is the light that guides companies, industries, and the nation toward a brighter tomorrow Lizanne Uychaco FICD, EVP of SMIC, oversees corporate services, governance, risk, and compliance. She represents SM on several boards. She is an active member of NextGen Organization of Women Corporate Directors ( www.nowcdphils.com ) and PhilWEN. Disclaimer: On September 4, 2025, “Light of the home, light of the company” was published. It was authored by Ms. Lizanne Uychaco, a fellow of the Institute of Corporate Directors. You can read the original article through this link:

By: Dr. Carlos P. Gatmaitan, FICD Fellow Institute of Corporate Directors A successful family business celebrated its seventy-fifth year anniversary earlier this year. Kudos to this family-led pioneer in poultry and livestock feeds. More than its presence in the agri and food-related businesses, the social and economic contributions have had a profound nationwide impact on the country since 1950 — thriving today with enthusiasm and exciting plans moving forward, with its next generation leadership in full force. Few Philippine companies can claim such a storied legacy: from its humble post-war beginnings, the company evolved into a publicly-listed company, becoming a household name and a trusted partner of countless Filipino farmers. Yet, woven into its rich history is a cautionary episode that not many in today’s leadership can deal with head on — a bankruptcy case that shook the company two decades ago but was finally resolved in recent years. Thankfully, the resilience and ability to deal with hard times enabled the company to emerge.  “If you can meet with Triumph and Disaster And treat those two impostors just the same;” Kipling’s inspirational poem “If,” composed of lines stressing resilience were evident: success lies in staying steady through both victory and setback, refusing to be defined by either. This calm endurance after hard times is what allows one to emerge truly successful. And so the case is over. The next seventy-five years is a case study in the making. It shall be extremely successful (and sustained!), continuing to be filled with vigor, enthusiasm, resilience and capabilities as in the past but now fortified with good governance structure and leadership that has learned from a storied past filled mostly with greatness but with a speck of admitted failure. Let’s get to the case. That near-collapse was not the result of a flawed product or a waning market. Risks happen and should have been dealt with accordingly. It stemmed from something less visible but ultimately more dangerous: the absence of strong risk management, formal governance policies, and a robust board structure. Without a well-defined framework for oversight, even the best-run family enterprise can be blindsided by economic shocks or strategic missteps. For the company, the financial cost of that gap was exacerbated with the time and energy diverted from innovation and growth. To propel the company confidently into its next seventy-five years, the Board and CEO must do more than maintain operational excellence. They must now synergize and build a professional, world-class governance ecosystem with the Board focusing on strategy and oversight and the executive team on excellent operations standards. Roles have to be clear and distinct. A high-caliber executive C-suite Team is indispensable. As in any industry, modern agribusiness demands specialists in finance, supply chain, sustainability, digital transformation and risk management. A strong C-suite also provides continuity and resilience. After all, guess who took all the blame when the bankruptcy happened in this case — albeit inevitable with a poor structure in the first place? Equally vital is a Board of Directors that reflects both the company’s heritage and strategizes its future ambitions. This means moving beyond the familiar circle of relatives and long-time associates to include Independent Directors with proven credentials in corporate governance, audit and risk skills — all formally developed in committees and board-approved charters. Independent voices bring positive signals to stockholders, investors, creditors, regulators and employees and are ALL crucial to make the vision a reality. On a related note… The Institute of Corporate Directors (ICD) can be a crucial ally in this effort. By guiding board composition and providing ongoing director education, the ICD helps listed companies align with global best practices. Its frameworks for board evaluation, risk oversight, and strategic planning corporations avoid governance lapses that may prove costly. Corporate membership is on a roll with over ten corporate members inducted or in the pipeline despite its very recent offering. Such initiatives are not merely defensive. Strong governance is a sustainable strategy. When shall you join? Just let them know: membersrelations@icd.ph .  Disclaimer: On September 21, 2025, “A governance case study for the next generation” was published. It was authored by Dr. Carlos P. Gatmaitan, a fellow of the Institute of Corporate Directors. You can read the original article through this link:

By Mr. Roy Emata, FICD and Dr. Ramon Segismundo, FICD Institute of Corporate Directors This is the third of a series of 3 articles for the Institute of Corporate Directors (ICD) on advancing Governance Excellence across the private, public, and nonprofits sectors in the Philippines.  It is a preview of the forthcoming Aspiring Director Program (ADP) and is meant to be distributed by ICD Fellows to their peers, colleagues and friends who wish to go deep into the directorship world. WHY ASPIRE ? There is no better intrinsic motivation to becoming a Corporate Board Director other than what is articulated in the Institute of Corporate Director’s (ICD) mission which is “the championing of good governance and stewardship for the benefit of society.”  Its vision of “to be in the forefront of the ASEAN region by being the key partner of public and private sector in raising the bar of corporate governance in the country” is resonating far and wide with everyone wanting to be part of the solution to the problem.   We believe that one of the ways is to aspire to be a director and be ready for it once called.  The benefits of the role go beyond the intangibles.  Being a corporate board director offers prestige, influence, and the chance to shape the direction of an organization. Aside from overseeing governance, directors play a key role in guiding strategy and mentoring senior leaders, which can be personally fulfilling and professionally rewarding. The role enhances credibility, provides exposure to different industries, and offers opportunities to learn from and collaborate with accomplished peers.  As the role bestows certain potential to exercise powers reserved for privileged positions, it requires a certain level of maturity and even restraint to harness potentially creative – or destructive force depending on the decisions being faced by directors particularly in times of crisis. Given the necessary requirements of responsible use, people who wield this must be subjected to the rigors of learning not only theoretical concepts but walk the talk from war stories that led them to possess such positions. Yielding such power and positions, especially in times of crisis and disruptions are usually the best backdrop for showcasing true characters of people who possess such privilege.  At the same time, serving on a board expands one’s horizons by exposing them to complex governance issues, emerging technologies, and evolving stakeholder expectations, while allowing them to leave a lasting impact on a company’s culture and success. For many, the role combines financial rewards with the satisfaction of contributing to long-term value creation and, in some cases, broader social good. ARE YOU READY TO ASPIRE ? Yes, we   believe that there is nothing wrong with aspiring. Corporate Board Directorship is a natural progression of a career progression.  A typical pathway is from early career to mid-career to late-career then to board readiness. Becoming a corporate board director usually follows a strong track record as a senior executive or subject-matter expert, with broad experience in strategy, finance, governance, technology, human capital or other areas boards value. The journey often begins by deepening leadership credentials, gaining cross-functional or international exposure, and developing expertise in issues of board importance such as risk, ESG, digital transformation, sustainability, succession and leadership development, etc. Many aspiring directors also build early governance experience by serving on nonprofit or advisory boards. Positioning for a board role requires visibility and networks, alongside a “board-ready” CV that emphasizes strategic impact rather than operational detail. Starting with smaller or nonprofit boards can help establish credibility, which then opens opportunities with private or public companies. Ultimately, one aspires to a board seat at the point where their reputation, experience, and judgment allow them to contribute at a governance level—guiding strategy and oversight rather than managing day-to-day operations. POSSIBLE PATHWAYS TO ASPIRE There are many possible pathways to get to corporate board directorship. Pathway 1-  “I find myself thrusted into it.” Pathway 2-  “I will work hard to get myself a directorship and do it my own way.”  For the majority of aspiring directors, another option may be more attractive and increase the chances of success to transition to directorship. Pathway 3-  “I will attend the pilot run of the December 4, 2025 ADP”.  While this will still be presented to the Thought Leadership Committee on October 27 for their review and approval, please allow us to give you a preview of what to expect for this ADP. To ensure board readiness, maximum value contribution, and a fulfilling directorship journey, aspiring board directors   will need their “why” of becoming a board director (as presented at the start of this article), a compelling personal and professional value proposition that goes beyond expertise and experience, and a distinctive positioning that will enhance the quality of the board and the organization it serves. ADP FEATURES This one-day program seeks to start the development journey of aspiring director candidates to become new board directors. The program utilizes the following frameworks:  The 4R methodology of Reflect-Reveal-Reimagine-Reach utilized by the  Singapore Institute of Directors.  The 4C Framework of Competence-Commitment-Character-Chemistry.  A Board Director Competency Model and Assessment. PROGRAM DELIVERABLES The program deliverables, each unique to a specific aspiring director participant, will include the following unique  components : A draft individual development plan for the aspiring director to become a board director.  A strategy and roadmap for a board director campaign. Identification of next steps, including possible coaching and mentoring, in the aspiring director development journey.  PROGRAM OBJECTIVES Present an Institute of Corporate Directors (ICD) approved Board Director Competency Model (BDCM) and assess the board readiness of an aspiring director through a self-assessment vis-à-vis BDCM. Discuss the key competencies required for aspiring directors to become board directors and formulate an Individual Development Plan to close the gaps.  Craft an individualized marketing campaign to start the development journey. Develop an individual action learning, including coaching and mentoring, to guide the aspiring director become a new director. DRAFT PROGRAM        8:00 a.m.-8:30 a.m. Introduction and Overview Atty Dick Du-Baladad Chair Pete Maniego Mon/Roy REFLECT        8:30 a.m-8:50 a.m. The 4Cs: Competence, Commitment, Character, Chemistry Roy        8:50 a.m.-9:40 a.m. New Directors’ Competency Model Mon        9:40 a.m.-10:00 a.m. Self-Assessment Mon        10:00 a.m.-10:15 a.m. Break REVEAL        10:15 a.m.-11:00 a.m. Crafting an Individual Development Plan Mon         11:00 a.m.-12:00 noon Board opportunities Roy         12:00 noon-1:00 pm Lunch          1:00 pm-2:00 pm  Matching opportunities with Aspiring Directors Roy REIMAGINE          2:00 pm-3:00 pm Crafting and Practicing your Campaign Mon and Roy          3:00 pm-3:15 pm Break          3:15 pm-4:15 pm Panel on Accessing Board Opportunities Roy/Panelists REACH          4:15 pm-5:00 pm Individual Action Learning:  Becoming a Board Director Mon and Roy          5:00 pm-5:30 pm Closing and Next Steps Atty. Dick Du-Baladad Atty Pete Maniego We wish to invite all ICD Fellows to provide their comments and suggestions to finalize this design. Onward with the ADP !  Transform Aspiring to Inspiring !

Ms. Imelda C. Tiongson, FICD Fellow Institute of Corporate Directors When billions of pesos — or dollars — are at stake, powerful criminal networks don’t just disappear. They adapt, scheme, and fight back. Every bold anti-corruption initiative, no matter how noble, becomes a battlefield against those who thrive in the shadows. Corruption isn’t static — it is an organism with survival instincts. When reforms rise, sabotage follows. This invisible war pits reformers armed with digital integrity tools against entrenched networks desperate to keep their empires alive. The sabotage playbook is as sophisticated as it is ruthless. COMMON SABOTAGE TACTICS Disinformation campaigns — fake stories to discredit reforms and erode trust. Spread false narratives to discredit reforms, provoke political backlash, or confuse the public through coordinated social media attacks. Political and legal sabotage — bribing officials, blocking budgets, rewriting laws. Procurement capture — insert backdoors in contracts, or impose restrictive Non-Disclosure Agreements that block independent oversight. Regulatory capture — Embed loyalists — or covert “spies” — inside oversight bodies and project teams to undermine reforms from within. These operatives leak information, stall audits, sanitize reports, or erase incriminating evidence. Insider threats — staff and contractors altering records or sabotaging systems. Data poisoning — flooding ledgers with false entries to weaken verification. Cyberattacks — launch Distributed Denial of Service (DDoS) attacks, destroy backups, or physically damage infrastructure to paralyze operations. Weaponized litigation — suits, injunctions, and Freedom of Information requests to delay or intimidate. Financial coercion — cutting funding, bribing auditors, threatening sponsors. Supply-chain tampering — compromising software, cloud, or hardware providers. Social engineering — coercing users to bypass platforms with off-system bribes. WHY GOVERNANCE MATTERS Technology without governance is fragile. Blockchain provides transparency, but only strong governance makes them trusted and resilient. A governance framework unifies defenses by establishing clear accountability lines, effective oversight, and coordinated action. It builds trust by embedding integrity and transparency into every process. And it strengthens resilience by allowing reforms to adapt under attack, grow stronger, and make corruption increasingly harder and costlier to sustain. The lesson is clear: corruption adapts. But so can we. Technology alone is not enough. Blockchain, AI, digital IDs, and open data can expose corruption, but without governance, these tools risk being undermined or mistrusted. What makes reform resilient is not just innovation, but the framework that governs it. A strong governance framework turns fragmented defenses into a unified shield — setting clear rules, accountability lines, and checks that sabotage cannot easily penetrate. It ensures that digital tools are not only powerful, but credible, because integrity is baked into every process. And with governance as the backbone, reforms don’t just survive attacks — they emerge stronger, making corruption costlier, riskier, and ultimately unsustainable. Criminals will keep fighting back. The real question is whether we will let sabotage succeed — or finish building the shield that finally makes corruption too costly to sustain. THE CALL TO ACTION Reform is not about asking if corruption will fight back — it already does. The challenge is ensuring sabotage does not succeed. Only through the combination of innovation and governance frameworks can we finally build the shield that makes corruption unsustainable. The article reflects the personal opinion of the author and does not reflect the official stand of the Management Association of the Philippines or MAP. Imelda “Ida” C. Tiongson is chair of the MAP Governance Committee and president of Opal Portfolio Investments (SPV-AMC), Inc. map@map.org.ph tiongsonic@yahoo.com

By: Dr. Carlos P. Gatmaitan, FICD Fellow Institute of Corporate Directors Risk is a constant element in business, but how organizations define, measure, and respond to it often varies widely. A one-size-fits-all approach to Enterprise Risk Management (ERM) rarely works because each company faces a unique set of circumstances shaped by its industry, markets, structure and culture. For a risk framework to be effective, it must be customized to reflect the company’s specific realities, while also unifying diverse perspectives across departments into a coherent whole. In many organizations, risk is viewed differently depending on where one sits. Finance may interpret risk through cash flow, credit and capital adequacy. Operations may focus on supply chain disruptions, quality issues, or health and safety. Information technology highlights cybersecurity and data privacy threats. Marketing might see reputational risks in brand management or customer dissatisfaction. Human resources considers talent attrition and workforce morale. Each department’s lens is valid, but when these interpretations are left fragmented, the organization misses the opportunity to see risk in its totality and align responses to its strategic objectives. This is where the importance of customizing a risk framework comes in. Rather than imposing a rigid template, leadership should design a framework that integrates these departmental perspectives into a single risk universe. A risk universe is essentially the comprehensive map of all the risks the company faces, categorized and prioritized. It is the foundation on which a tailored ERM program is built, ensuring that the most pressing threats and opportunities are addressed in line with strategy. Creating this shared risk universe requires both structure and collaboration. A practical and powerful approach is to conduct a risk workshop that engages top managers from across the organization. To make the workshop productive, a well-designed pre-work assignment should be distributed in advance. Managers are asked to identify and document the key risks they see from their departmental vantage point. This exercise not only brings individual insights to the table but also encourages managers to reflect more deeply on their risk exposures before engaging in dialogue with their peers. During the workshop, these departmental inputs are consolidated, discussed, and challenged. Facilitated conversations help uncover overlaps, differences in interpretation, and hidden interdependencies among risks. For instance, IT’s concerns about system downtime may be directly linked to operations’ worries about production delays. HR’s challenge of attracting digital talent may be tied to marketing’s risk of lagging behind in customer analytics. By surfacing these interconnections, the company can begin to see risk as an enterprise-wide issue rather than isolated silos. The workshop process also builds ownership and accountability. Managers who are part of defining the risk universe are more likely to support the framework that emerges. This collective effort creates a culture where risk is no longer viewed as a burden managed only by compliance or audit but as a shared responsibility tied to performance. Once the risk universe has been established, the next step is to define the company’s priorities and risk appetite. Risk appetite is the degree of uncertainty or exposure the organization is willing to accept in pursuit of its objectives. A customized framework ensures that this appetite is grounded in actual business realities, not generic standards. For example, a company in a high-growth industry may accept higher market risks for innovation, but remain conservative on regulatory and reputational matters. The identified risks and the organization’s appetite then cascade into three critical domains: Strategic Plan — Risks are considered in setting goals, growth initiatives, and long-term direction. Strategy becomes more resilient when potential threats and uncertainties are factored into its design. Budgeting and Resource Allocation — Risk prioritization informs where financial and human resources are directed. High-impact risks may demand investments in controls, insurance, or capacity-building, while low-impact risks are managed proportionately. Board-Level Policies through the Risk Committee — At the highest governance level, the Board, through its Risk Committee, uses the customized framework to guide oversight. This ensures that risk discussions are embedded in decision-making, mergers and acquisitions, major projects, and sustainability initiatives. Ultimately, the strength of a customized risk framework lies in its ability to transform scattered perspectives into a shared enterprise vision. It acknowledges the unique circumstances of the company, respects the insights of each department, and aligns them with strategic governance. By investing in pre-work, workshops, and inclusive processes, organizations not only identify risks but also build a culture of collaboration, foresight, and accountability. In today’s volatile and interconnected world, risk cannot be managed in isolation. A customized framework provides the clarity and unity that organizations need to navigate uncertainty and secure long-term success. Disclaimer: On August 25, 2025, “Customizing a risk framework: Aligning perspectives for effective execution” was published. It was authored by Dr. Carlos P. Gatmaitan, a fellow of the Institute of Corporate Directors. You can read the original article through this link:

By: Mr. Senen L. Matoto, FICD Fellow Institute of Corporate Directors Apart from the flooding and ghost projects that have been in the headlines lately, another concern that has been the buzz in business news — primarily because of the recent appointment of Atty. Francis Edralin Lim as Securities and Exchange Commission chairman who has been quite vocal about it and who in his former life in the private sector had been a leading stalwart in financial markets — is the apparent dismal state of our capital market. For the benefit of the not-too-financially savvy readers out there, what is this capital market anyway that is of concern to the government moneymen, particularly the SEC, Department of Finance and the Bangko Sentral ng Pilipinas? Simply, a capital market is a virtual venue where buyers and sellers converge to transact an exchange between one who owns an asset in demand, in this case money, meaning an investor with a lot of spare cash, and another who is in need of that commodity, meaning a business or the government itself, looking for long-term capital to shore up an expanding business enterprise or to meet the fiscal needs of the country. Asset prices are set in an exchange based on an openly disclosed bid and offer method. Technically defined, capital markets are financial systems where investors, both individuals and institutions, provide capital either by acquiring part of the ownership of an enterprise in need, or lending to the enterprise similar to the symbiotic relationship between a depositor, a bank, and a borrower. The big difference is that companies and the government raise the money directly from investors, bypassing the intermediary banks, by trading financial instruments such as stocks, bonds, and other forms of derivative securities. The advantage of dealing in the capital market is that by bypassing the intermediary bank, the investor should receive a better yield, while the borrower should be paying a much lower interest rate. For the economy, the capital market mobilizes idle savings into long-term investments. It supports enterprises, which in turn generate more employment for the people and much-needed tax revenues for a cash-strapped country like ours. Significantly, even if the nature of the investment is for the long term, the capital market provides liquidity and price discovery of the financial instruments that are listed in the virtual exchange and that are being constantly openly traded which enable an investor to cash in prior to the maturity of the investment commitment. SEC Chair Francis, who is definitely no stranger to the business community, having been the president of the Philippine Stock Exchange, the Management Association of the Philippines, the Financial Executives Institute of the Philippines, and the Shareholders Association of the Philippines, in his maiden speeches before various business associations declared his agenda for revving up the capital market. He is keenly aware that we are laggards compared to our regional neighbors in terms of number of listings, market capitalization, trading volumes, and market depth, but unfortunately ahead of our neighbors in regulatory bureaucracies such as which delay the approval of increases in authorized capitalizations, the processing of listing approvals, and the high friction costs of listing fees and transaction taxes, which discourage the participation of much needed foreign funds in our markets. To promote wider choices for investors, Lim is pushing for more listed companies by providing significant discounts for various required forms and even listing fees for small businesses. He is espousing the listing of profitable, market-ready government-owned and controlled corporations for greater diversity of investor selection. This will go hand in hand with the streamlining and automation of SEC regulatory processes to facilitate turnaround time to comply with SEC requirements. He is similarly keen on cleaning up governance concerns through stricter enforcement of rules such as scrapping the exemption rule for qualifying independent directors to go beyond a nine-year tenure and tightening up on the numerous fairly lax and often disregarded comply-or-explain provisions of the governance code. Promoting the financial literacy of the investing public is another pillar he has recognized that is imperative to ensure trust and confidence in our capital market. Chair Francis, however, is keenly aware that these reforms and a host of other concerns cannot happen without the active support of all market stakeholders. And certainly, most of these issues have literally been bandied about for decades but with very little progress to show. In this regard, Chair Emeritus Dr. Jesus Estanislao of the Institute of Corporate Directors recently initiated a private sector-led roadmap by calling on all stakeholders both in government and the private sector to pitch in, and for the nth time, hopefully put to rest these numbing concerns. Let’s keep our fingers crossed that this latest effort will finally succeed. Until next week… OBF! Disclaimer: On August 27, 2025, “Revving up our capital market” was published. It was authored by Mr. Senen L. Matoto, FICD, a fellow of the Institute of Corporate Directors. You can read the original article through this link:

Makati City, Philippines — The Institute of Corporate Directors (ICD) proudly names Atty. Fe B. Barin as its 2025 Honorary Fellow. Atty. Barin is widely recognized as an innovator and trailblazer in initiating corporate governance reforms in the Philippines. She has consistently practiced, promoted, and advocated for good corporate governance throughout her distinguished career in both the public and private sectors. She previously served as Chairperson of the Securities and Exchange Commission (SEC), Chairperson of the Energy Regulatory Commission (ERC), and Member of the Bangko Sentral ng Pilipinas (BSP) Monetary Board. In these roles, she was instrumental in strengthening regulatory frameworks and encouraging higher standards of corporate governance. In the private sector, she has held leadership and board roles in reputable companies such as the Bank of Commerce and General Milling Corporation. Atty. Barin is also a familiar figure to ICD, having served as a Trustee and faculty member, contributing significantly to the Institute’s governance education programs. She is admired for her unquestioned integrity, high ethical standards, and her enduring commitment to governance advocacy. With this recognition, she becomes the second woman to be named an ICD Honorary Fellow, underscoring ICD’s commitment to honoring exemplary men and women leaders in governance. Induction and Conferment The formal conferment of Atty. Fe B. Barin as the 2025 ICD Honorary Fellow  will take place during the ICD Annual General Membership Meeting  on October 10, 2025 . Event:  ICD Annual General Membership Meeting & Conferment of the 2025 Honorary Fellow Date & Time:  October 10, 2025, 2:00 PM - 4:00 PM Venue/Platform:  Dusit Thani, Makati City & ZOOM Meetings ICD warmly invites its members to join in celebrating Atty. Barin’s remarkable contributions to corporate governance and in honoring her as the 2025 Honorary Fellow. For inquiries, kindly contact Chase Banig at membersrelations@icd.ph .

By: Dr. Ramon Segismundo, FICD Fellow Institute of Corporate Directors This is the second of a series of 3 articles for the Institute of Corporate Directors (ICD) on advancing Governance Excellence across the private, public, and nonprofits sectors in the Philippines.   This article is anchored on the Singapore Institute of Directors (SID) Transformational Directorship Conference 2025 last September 11 and the additional insights of this writer. With the SID event coinciding with the Global Network of Directors Inc. meetings, the conference was attended by Chair Dick Du-Baladad, Vice Chair Ida Tiongson, President Bing Matoto, Treasurer Catherine Hufana-Ang and yours truly. Riding on the theme “Transformational Directorship: Purpose, Practice, Performance, Progress,” the event tackled a host of overarching business challenges such as climate change, geopolitics, trade, and demographic shifts as it aims to empower boards to transform, adapt, and create lasting stakeholder value.  In today's evolving nature of directorship, leadership is not only just about oversight, but by insight, influence, and impact.   The pursuit of governance excellence at the board level is critical more than ever with the Philippines at a major cross roads as the scandals on diverted flood funds (governance), the perennial floods and rains (environment), and the social injustices and inequalities (social) continue to threaten to drag overall economic growth and distract national development. The world has also become a more dangerous place with the shifting geopolitics as evidenced by the US-China rivalry right in our doorsteps called the West Philippine Sea, the volatile trade dynamics as the US policies gyrates with its President, the changing demographics with the growing numbers of GenZ in emerging markets, and the evolving opportunities and threats of Artificial Intelligence.(AI). The role of a director has never been this complex- today, the time has come to unite value creation with values based leadership. This convergence calls for transformational directorship. FOUR PILLARS As inspired by the SID articulated framework of the event, transformational directorship could be expressed from the standpoint of four pillars (4Ps): 1.  Purpose : Aligning governance with values and the long term stakeholder impact and not only shareholder value and short term results.  Please note the distinction between “Values”, the basic beliefs and principles that are held dear, and “Value”, the wealth and gain of stakeholders. 2.  Practice : Defining the competencies of transformational directors and building and developing these competencies, with the latter defined as the required knowledge, skills, abilities, mindsets, styles, and habits for success on the role. 3.  Performance : Driving sustainable performance with foresight, innovation, and resilience towards the organization's mission and vision. 4.  Progress : Advancing board and director effectiveness with the strategic clarity, adaptive leadership, focused policy guidance, world class wisdom, and targeted interventions if required. Building on board directorship practices that are already taught in ICD’s Professional Director Program and the Corporate Governance Orientation Program (CGOP), there are practices in support of these 4Ps that Philippine boards may consider implementing, if they have not already done so, as part of their “Value” and “Values” agenda.  The list below may well serve as a preliminary checklist as to whether the directorship journeys of a particular board have embarked on a transformational roadmap. It is not intended to be an exhaustive list and is only meant to ignite and catalyse discussions among the ICD communities, in your own boards and in the wider business community. TEN PRACTICES Purpose Over the long term, Board directors have to advocate a deeper and broader Philippine Stock Exchange . Late entrant Vietnam is now larger in number of listings and market capitalization ! Despite continuing challenges, it is noteworthy to mention that the Securities and Exchange Commission has already started to move on a few fronts. But much more have to be done. Board directors need to guide operating management in driving a broader sustainability agenda focused on planetary, social, and personal dimensions and see sustainability as core to business strategy.  For example, on the planetary front, boards who sideline climate issues risk the competitiveness of their organizations in the future. Therefore, board directors have to embed transition planning, sustainability reporting, and organizational resilience into strategy and policy conversations. Board directors have to drive the integration of their corporate social responsibility (CSR)  into the core of the business. Not housing it in a separate standalone foundation or having CSR activities that are not linked to the overall strategy reinforces the notion that achieving social objectives are mainstream to the business. Practice Ensure inter-disciplinary diversity .  This is where the concept of “the multidisciplinary director” comes in.  To quote one of the articles by professional services firm RSM Singapore partners in the SID conference e-book:        “Today’s director is no longer simply a steward of financial reporting. They must be         financially literate,  technologically aware, ESG-savvy, globally minded and resilient        under regulatory and stakeholder pressure.  By investing in continuous professional         development and adopting a multidisciplinary approach, directors will be better        equipped to protect stakeholders and steer their organisations through the challenges        of the coming decade.” Digital Intelligence is key to board success and board directors need to acquire key skills such as digital literacy, data driven decision making, cybersecurity awareness, and digital transformation.  It is expected that leveraging AI and analytics will reshape board responsibilities to boost a stronger level of governance. Performance Have performance goals and metrics  for board effectiveness for each operating year and implement a process for monitoring, evaluating, and learning at the end of the year.  As Peter Drucker said, “Culture eats Strategy for Breakfast.”  Board Directors need to influence operating management to design the required organizational culture  for the company to execute on the strategy.  Failing to do so will result in a lived culture that is different from what the company espouses and, consequently, possibly bringing about a failed strategy.      In partnership and collaboration with operating management, board directors plan, measure, and evaluate organizational performance.  Going a step further, the board has to ensure that organizational members are rewarded and recognized to sustain maximum performance.  This involves providing direction and guidance for management to develop performance based rewards systems (either short term or long term) . Progress As board directors have a responsibility to ensure that the organization continues to grow and expand and to be built to last for the next and future generations, succession planning  has to be in the value agenda of the board and of every director. As key to succession planning is the development of a pipeline of current and future leaders, board directors will have to guide operating management to identify and develop current and future leaders.   Development of these leaders entail providing this cadre with experiences that will equip them with the capabilities and skills necessary to contribute to the organization’s success. What other practices can you think of that will truly make board directors transformational? Let us have a conversation.  Please contact me at rbsegismundo@onehrx.com  or call me at +639285064742.

By: Nelljay Kahlil Tuppal Research and Content Coordinator, Research and Development Institute of Corporate Directors August 15, 2025, Makati City  — In a landmark effort to strengthen governance practices and foster greater solidarity within the cooperative movement, the Institute of Corporate Directors (ICD) brought together key leaders from the Cooperative Development Authority (CDA) and the cooperative sector for a high-level brainstorm session at the ICD Board Room. The meeting aimed to identify the sector’s challenges, define a shared vision, and forge a collaborative path forward. Former ICD Chairman and current Institute for Solidarity in Asia (ISA) Vice-Chairman and Project Lead Mr. Rex Drilon II opened the session by outlining the meeting’s purpose: to share ICD's assessment of the cooperative movement, elicit responses from the CDA and cooperative representatives, and agree on a concrete way forward. He stated that the dialogue would be framed around three perspectives: the service provider (ICD), the cooperatives themselves, and the regulator (CDA). The meeting brought together key representatives from three sectors: ICD, CDA, and the cooperative sector. From the Institute of Corporate Directors, attendees included Dr. Jesus P. Estanislao , FICD, Founder and Chairman Emeritus; Mr. Rex Drilon II , FICD, Vice Chairman of ISA and Project Lead; Ms. Marivic Espano , FICD,  Independent Director; Mr. Conrado Roxas , FICD, Independent Board Director. From the Cooperative Development Authority (CDA) was attended by Mr. Ray Elevazo , Deputy Administrator of the Cooperative Development Authority (CDA). The cooperative sector was represented by Fr. Anton Pascual , Chairperson of the National Union of Cooperatives; Atty. Fe Marie Tagle , Chairperson of Palawan Electric Cooperative; Ms. Aurea Faral , Vice-Chairperson of Sorosoro Ibaba Development Cooperative; Atty. Mickel Borigas , FICD, Director of Sorosoro Ibaba Development Cooperative; Ms. Joy Marie Lacerna , Acting CKCM Group Head, and Ms. Alma Ferreros , Director from San Dionisio Credit Cooperative; Mr. Alvin M. Villamena , Chairperson, and Ms. Aurea Magpantay , General Manager from CARD Employees Multi-Purpose Cooperative; and Mr. Melchor T. Carnate Jr. , Chairperson of Tam-an Banaue Multipurpose Cooperative; and the Secretariats, Mr. Kenneth Vicarl Lagera , Mr. Nelljay Kahlil Tuppal , and Ms. Aubrey Camille Perez  from the R&D team A National Vision for Transformation Dr. Jesus P. Estanislao, ICD Founder and Chairman Emeritus, set a visionary tone by describing the Philippines as a "Sleeping Giant" in Southeast Asia, rich with potential but lacking in competitiveness. He challenged the group to focus on three imperatives: "Sleeping giant? [First] wake up.  Second, let's connect the dots of solidarity …The last word is Nation-building ". Dr. Estanislao identified cooperatives as "the bridge between the financial sector and the MSMEs," capable of leading this transformation from the grassroots up. Governance the "Cooperative Way" Fr. Anton Pascual, Chairperson of the National Union of Cooperatives, emphasized the sector's unique identity. "We have our unique cooperative identity that makes us different from a corporation, from an NGO, and from the government," he said. He stressed that cooperative governance must be done "the cooperative way," not a borrowed model from other sectors. This sentiment was echoed by Atty. Mickel Borigas, who noted that while ICD’s governance frameworks are sound, they must be adapted to fit the cooperative identity. Atty. Borigas cited the concept of DOSRI (Directors, Officers, Stockholders, and Related Interests)  as an example, explaining that it may not apply to cooperative banks where "the members, the client and the owners are the same". CDA’s Role Mr. Ray Elevazo, CDA Deputy Administrator, clarified the agency's dual role. "We are here as, number one, regulatory agency for cooperatives; number two, we also act as a development agency," he stated.  Charting the Way Forward: Collaborative Solutions The dialogue highlighted the key governance-related issues facing the sector and the importance of addressing these challenges to unlock the full potential of cooperatives. ICD committed to providing expertise and support by outlining several key areas for joint initiatives to strengthen the cooperative movement. The meeting marked a clear and definitive step towards a unified and empowered cooperative movement, driven by shared values of transparency, accountability, and a collective commitment to nation-building.

By: Ms. Pacita U. Juan, FICD Fellow Institute of Corporate Directors Directors of publicly-listed companies (PLCs) and private corporations usually attend board meetings face to face now and must, of course, observe boardroom etiquette. These board room manners are learned from basic etiquette in school augmented by classes held in esteemed institutions, like the Institute of Corporate Directors ( www.icd.ph ), the Centers for Good Governance and the like. Even we, at NextGen Organization of Women Corporate Directors ( www.nowcdphils.com ), find time to listen to fireside chats with respected luminaries in corporate boards, like Cora dela Paz-Bernardo. But in less formal boards, especially of non-government organizations (NGOs) and advisory councils, people seem to throw the etiquette book aside because either it is a “gratis et amore” board position or pro bono, or it is a family council or a board in a family corporation, where one will not be replaced or evaluated due to stockholder rights or in the case of family, one is a rightful heir to the company. But this is where etiquette should first be learned and practiced. No board or council is any less than a PLC when we talk about governance and etiquette. How many times have you attended a board meeting where the chairman tunes in from his mobile phone as he is travelling, or that he is home because something came up. You tend to doubt the seriousness of the corporation and the formality required of board members when your own chair does not consider it to be important to be dressed, come on time and be behaved. Or even take note of the date and time, and be present physically. I have had experience of directors attending to their mobile phones, taking lots of calls, and not paying attention when all the meeting requires is an hour or two of your time. Then there are directors who love to have their own private conversations with other directors, unmindful of the speaker or presentor who has the floor. I have seen these many times but choose not to call their attention, especially if I am the chair, and not the grand marshall of the room. It is very disturbing to observe that well-educated people, chosen for their expertise on subjects, are only attentive when it is their turn to speak. Listening to a meeting should be job one. Participating in discussions is what we get paid for – either in a modest per diem, travel allowances or just a free meal and a token. But how will you participate if you do not listen and, half the time, you are engaged in something else?  It is unfair to the other directors who give up their time to listen and participate while you are only half present or mentally-absent. At NOWCD, we are looking to allow more women into our organization so we can address the call of the Philippine Stock Exchange in a recent press release to get more women in board rooms. We have to get women directors in a pipeline for future PLC directorships, even if they have had experience only in private companies as of yet, or have been CEOs of companies and are planning to have a career change after the C-suite. But more than just corporate experience or topping the board exams, passing the bar or being exceptional in a certain field, what makes a good director or advisory council member is basic etiquette. This is habit formed over the years which we must be very conscious of . We have sat in boards of non-profits, family corporations and PLCs. The etiquette required is the same —- respect for other people’s time and talk time. Respect by keeping silent and keeping comments to ourselves until it is our turn to speak. It is the most difficult thing to do but, once learned, becomes habit. Even more precious than expertise is the respect we show others. Also, as more women join corporate boards, we ask the men to keep the male jokes aside. That is part of board room etiquette. The golf jokes may be appropriate if the other members are into the sport but otherwise, golf jokes are best reserved for golf buddies. Other board room ”no-nos” are discussions involving religion and politics. These topics are never ending and may create animosity between and among good-natured board members. What we discuss in board rooms must be about the purpose of the board itself. Were we elected because of what we can contribute to the betterment of the organization or as a token independent director in a PLC? Are we the token woman, youth or subject matter expert or do we really add value to our boards? Let us start by coming on time, being prepared and while the meeting is ongoing, pretend we are at the presidential palace waiting to be called by the powers that be. That should make us sit straight, stop useless conversations and listen to the chair or the one who has the floor. Check your board room etiquette and check your directors’ manners and habits. It may spell the difference between an active profitable company or a compliance-driven board not checking on its positive results or outcomes. Which board or advisory council do you belong to? It’s high time we checked everyone’s board room manners and etiquette. (This article reflects the personal opinion of the author and does not reflect the official stand of the Management Association of the Philippines or MAP. The author is Co-Vice Chair of the MAP Environment Committee. She is also the President of Philippine Coffee Board Inc. and Slow Food Manila ( www.slowfood.com ). Feedback at < map@map.org.ph > and < pujuan29@gmail.com >). Disclaimer: On August 19, 2025, “Board Etiquette” was published. It was authored by Ms. Pacita U. Juan, a fellow of the Institute of Corporate Directors. You can read the original article through this link: