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Background The Institute of Corporate Directors (ICD) has been in the forefront of promoting Corporate Governance reforms in the country. Through the Institutes of Directors in East Asia Network (IDEA.Net), which ICD took the lead in setting up, it also works with similarly-oriented institutes in eight other East Asian economies. ICD---along with its peer institutes in IDEA.Net---has been actively looking for ways and means to go beyond director training, already required in virtually all economies where an IDEA.Net institute is actively working. Beyond compliance with the director training requirement, ICD has been pushing for performance, i.e. improved actual practices, in line with global corporate governance principles. Among the initiatives it has taken towards higher standards of performance, the corporate governance scorecard (CG-Sc) has been undertaken by ICD in the Philippines. It has followed the IDEA.Net template for CG-Sc, which was initiated in Thailand and which has since been adopted in China, Hong Kong, and Indonesia. This year, a major modification in its form was implemented. The ratings will either be adequate, better, or best, as opposed to the previous ratings using poor, fair and good. An adequate rating means that a company may be compliant with the law, but they are encouraged to adhere to best practices. This supports the very essence of the Scorecard serving as a measurement and communication tool for companies to aim higher and higher to become comparative to best practices. The Philippine CG Scorecard for Publicly-Listed Companies (PLCs) The CG Scorecard initiative is envisioned as a tool that PLCs can use to find out where they are in their corporate governance practices relative to the practices of others in their own economies, in the region, as well as to globally-regarded “good practices”. Having such information, they could draw up a realistic road map towards gradually improving their corporate governance practices at the pace and in the manner, they freely determine for themselves. The Philippine CG-Sc, as indicated in 2005, 2006, and 2007 results, show that the over-all score for the Philippines has moderately improved. A few individual corporations---particularly those that have actually looked closely at their individual CG scores and presumably have acted on them--- have shown noticeable improvements in their scores. The PLCs are given an opportunity to use the template of questions in the questionnaire and to do a preliminary self-assessment. A team of specially trained evaluators from the Ateneo Law School (ALS), working under the auspices of ICD, would then validate the self-assessments made by the companies. Two evaluators would independently validate each company’s self-assessment. A third validator consolidates issues in case there are discrepancies between the two independent validations. He/she then presents the issues to the Project Director for processing and presentation to a group of ICD Fellows who shall resolve those issues. In light of the resolution, the Project Director comes up with the raw scores. ICD assigns a code for each company (to ensure confidentiality of the companies and independence of the process) attached with their raw scores. The raw scores are given to a statistician to process and generate the Corporate Governance Scores. It is then submitted to ICD, encodes and ranks the companies according to their scores.
Forging Public Sector- Private Sector Cooperation The Securities and Exchange Commission (SEC) as the government agency having jurisdiction, supervision, and control over domestic private corporations, and Philippine Stock Exchange (PSE) as the self-regulatory body of locally listed companies, have agreed to work together in institutionalizing the rating of corporate governance in PLCs by officially adopting ICD’s Corporate Governance Scorecard system. The Ateneo Law School, a leading legal education institution in the country, is likewise a partner in this project as it is providing a select group of students who shall validate the PLCs self-assessed scores. These institutions have come together and agreed to collaborate and pursue the project for the common purpose of helping raise the standard of actual practice of corporate governance in Philippine PLCs. The results of the CG-Sc will be used as one more basis, among others of their own determination, for whatever supervisory action the SEC and PSE may decide to take. The 2008 CG Scorecard for publicly-listed companies is supported by the Center for International Private Enterprise (CIPE) a non-profit affiliate of the U.S. Chamber of Commerce and one of the four core institutes of the National Endowment for Democracy. 2008 Results 2008 Corporate Governance Scorecard Brochure (pdf) 2008 Corporate Governance Scorecard Slide Presentation (pdf)
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