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Profile of Independent Directors in Selected Philippine Publicly Listed

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Profile of Independent Directors in Selected Philippine Publicly Listed 94 Predictors of Life Satisfaction of the Expatriate Spouse/Partner Philippine Management Review 2020, Vol. 27, 95-128. ppendix Profile of Independent Directors in Selected Philippine ediatin oe of Sef- efficac in the eationship eteen Support fro Fai and Life Satisfaction Publicly Listed Companies by Sector: An Update ebbie Chua un Pho, Ph..* Variales Coefficients University of the Philippines, Cesar .A. Virata School of usiness, iliman ueon City 1101, Philippines Step 1: Support from family and Life satisfaction Independent directors have a crucial and defining role in corporate governance. his paper Constant .09 looks at the extent o compliance by selected Philippine-listed companies with the new Support ro aiy .20** corporate governance code (2016), which took effect on anuary 1, 2017. he baning sector has the highest compliance rate among the various sectors in terms o proportion o Dummy (Support ro ai an ie satisactin) -2.88** independent directors to board sie, number o directorships in other listed companies, and R2 .331 separation o chairman and CE. lthough an Audit Committee is required or all listed companies, not all SEC 17-A reports contain information on board committees and their F-test 28.24** memberships. he qualiications o the udit Committee Chairman in some companies also Step 2: Support from family and Self-efficacy appear to have not met the prescriptions by the new corporate governance code. t is suggested that a SEC 17-A template be provided to listed companies, so that uniform and 1.551 Constant consistent data can be obtained rom this report by the SEC to acilitate their monitoring role. Support ro aiy 2.64** Corporate governance, independent directors, Philippine Dummy (Support ro ai an elf-effiacy) -8.03** Keywords R2 .441 43.53** F-test 1 Introduction Step 3: Self-efficacy and Life satisfaction Constant .78 he importance o non-executive directors, especially independent directors, is emphasied in the new Philippine Corporate Governance Code (2016), which will be referred to as the “new code” 8.30** Sef-efiacy hereater. he Philippine Securities and Echange Commission (SEC) Corporate overnance Dummy (Self-efiac an ie satisacti) -6.20** Blueprint (201)1 eercise conducted in 201 found that the corporate governance ramework and R2 .436 practices in the country have seriously lagged behind many o its Asian counterparts. n response to these indings, many o the prescriptions in the new code center on the composition o the board and F-test 48.40** the roles o the independent directors. Efective oversight by the boards o directors over Step 4: Support from family, Self-efficacy, and Life satisfaction management’s decisions and actions is generally equated to better corporate governance. Constant .777 n developing sian countries, the role o corporate boards o directors is made tougher by the act that the ownership and management o even the largest business corporations are usually Support ro aiy .20 controlled by ust one or a ew dominant groups or amilies (Claessens, ankov, Fan, Lang, 1 Sef-efiacy 7.541** Claessens, ankov, Lang, 2000 La Porta, opez-e-Silane, Shleier, 1 Morck Yeung, 200, Dummy (Support ro ai, Self-effiac and ie satisacti) -6.18** 2004; Young, Peng, hlstrom, Bruton, Jiang, 200). his creates serious risks that minority R2 .437 shareholders, who have little or no voice in the management o the corporation, may be severely disadvantaged by the controlling groups. 32.03** F-test o improve the quality o corporate governance in the Philippines and to support the efort to Note. ** p< +p<.10 attract more oreign investments to the country, the SEC issued its irst Code o Corporate Governance in 2002 (SEC, 2002). his irst version of the corporate governance code was simply patterned ater the rganiation or Economic Cooperation evelopment (OEC) Corporate Governance Principles (EC, 1). his Code o Corporate overnance (SEC, 2002) had since been revised many times, with the latest version issued in 2016 reerred to as the “Code of Corporate Governance for Publicly Listed Companies”2 in an effort to narrow down the gap between corporate governance best practices in the world and those in the Philippines (SEC, 2016). SEC’s ultimate goal is to have “a sound corporate governance framewor deeply embedded in the Philippine corporate culture by the end of 2020” (SEC, 201, p. 1). owever, a word o warning merely adopting good * Correspondence: dychuabunphoup.edu.ph 1 This is a oint proect between the SEC and the nternational inance Corporation (IFC), a member o the orld an roup. 2 The new code aims to improve the unctioning o the boards, strengthen shareholder protection, and promote full disclosure o inancial and non-financial reporting. 96 Profile of ndependent irectors in Selected Philippine Publicly Listed Companies by Sector: n Update Deie ha Bn ho 97 3 governance practices rom the western countries , such as an active board o directors, separation o 2.2 ole of the oard of Directors chairman and the CE, signiicant presence o outside directors, to name a ew, cannot solve As an integral element of a firm’s corporate governance system, the corporate boards of directors controlling-shareholder expropriation (Barton, Coombes, Wong, 200 Chen, i, Shapiro, 2011). perform the dual role of monitoring and advising top management (Adams Ferreira, 200 Adams, his study aims to investigate and provide initial descriptive indings on the profile of ermalin, eisbach, 2010 arris Raviv, 200). oever, the monitoring duty mostly relies on independent directors in selected Philippine publicly listed companies (PCs) by sector. Not only independent directors (Wang, ie, Zhu, 201). n fact, Wang et al. (201, p. 2) find “that haing would the descriptive indings provide inormation on the state o compliance by selected PCs with relevant industry expertise enhances independent directors’ ability to perform their monitoring some o the speciic provisions o the new code (2016), but it would also identiy and highlight any function.” similarities or diferences in the proile o independent directors in the dierent sectors. t must be Board monitoring, especially by the Audit Committees, is critically important in constraining emphasied though that merely ollowing the prescriptions and recommendations o the new code managers’ opportunistic accounting behavior (Beasley, 16 Garcia ara, arcia Osma, Penalva, does not ensure better governance o the corporation. he corporate governance variables or 200 lein, 2002 Larcker, ichardson, una, 200 Xie, avidson, adalt, 200). ecause indicators eamined do not necessarily vouch or the “character, integrity, and ethics” o the members independent boards and Audit Committees influence the reliability of financial reports, uang, obo, o the oard o irectors. he indings o this study can also serve as a benchmark or uture studies Wang and hou (201) find that firms ith greater proportion of independent directors have bank which attempt to assess the progress o corporate governance practices in Philippine PCs. loans ith loer costs, longer maturity, and feer covenants. his is because firms ith a greater his study is an update o a aculty grant research in 201 that was published as a chapter in proportion of devoted and committed independent directors have etter governance quality (asulis Readings in Corporate overnance (Chua un Pho Rodrigue, 2020). lthough no appreciable obs, 201), that leads to better firm performance and a loer lielihood of violating loan changes in the indings o the two years, 201 and 201, may be epected given the one-year gap, covenants (Masulis Mobs, 201). this study provides comparison o the state o compliance between 201 and 201. Suggestions on how the SEC can improve its monitoring o the relevant corporate governance variables are also provided. 2.3 oard Attributes Studies on the impact of board sie on firm performance have mixed results. Some proponents find that smaller board sie is more effective (ermalin Weisbach, 200 Jensen, 1 athan, 2 Literature eie Sully, ickramanayake, 200 Stepanova vantsova, 2012), as it oasts of flexibility, cohesiveness, and loer degree of “free-riding” problems. Large oard sie, on the other hand, can Corporate governance initiatives in the Philippines were spurred by two maor events (1) the provide more opportunities for netorking and additional skilled directors, and hence, is positively structural conditions imposed by the nternational onetary Fund (IMF) in the atermath o the related to firm performance (Adams Mehran, 200 Belkhir, 200 iel Nicholson, 200), 1 Asian inancial crisis4 (Gochoco-Bautista, 1 Lindgren, alino, Enoch, Gulde, uintyn, particularly in banks. Given the complexity of banking operations, de ndres and allelado (200, p. 1 h Rhee, 1 Zhuang, 1) and (2) the various high proile accounting scandals which 2) argue that “board size is a trade-off etween advantages re mnitring, mre advising to occurred in the United States (S) during the early 2000s, the most well-known o which were the deal with problems) and disadvantages (control, coordination problems)” in ans. heir results, cases of Enron and rthur Andersen5. etter corporate governance hinges primarily on enhancing hoever, do not explicitly find that excessive numbers of independent directors create value for the capacity o corporate boards o directors to conduct effective oversight over the decisions and firms. nstead, it is an optimum combination of executive and non-executive directors that actions of the company’s management, including the Chief Executive Officer (CEO) (SEC, 2016). contributes positively to bank performance. he presence of executive directors hose noledge of the bank is said to complement non-executive directors’ advisory ability is pointed out to be the main 2.1 Corporate oernance in Asia reason for such (Andres Vallelado, 200). ieise, elkhir (200) finds that larger oards reduce According to the EC (200), common in developing Asian countries are concentrated performance and that the positive association beteen oard sie and performance only emerges ownership structure, prevalence o related party transactions, and the lack o independence o from their subsamples of banks.
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