Restaurant Row (03/07/19)

March 7, 2019 | 12:01 am

Karneval Sundays at Marriott Café

Marriott Café now offers a hearty buffet spread on Sundays which is a meat overload feast, with unlimited slabs of steak, ribs, and seafood for P2,800 nett from 11:30 a.m. to 3 p.m. For reservations call 988-9999.

A British Affair at the Marco Polo

TAKE a culinary journey of all things British as Marco Polo Ortigas Manila holds a wine dinner on March 13, in partnership with Wine Depot and Pike Estate. Executive Chef Alisdair Bletcher, who haisl from Scotland, will craft a six-course dinner with dishes paired with wines to taste. It starts with a cocktail reception with some signature canapes, then follows the actual dinner: Mushroom consommé with Scottish razor clams; traditional haggis with turnip, mashed potato, and whisky cream sauce; roast Angus beef tenderloin, creamed leaves of Brussel sprouts, roast cherry tomatoes, and morel kus. Dessert will come with Glenlivet Malt caramel pralines. The dinner will be on March 13, 6 p.m. Seats cost P3,200++. For details call 720-7720 or e-mail restaurant.mnl@marcopolohotels.com.

Mi-so Happy Salad

ASIDE from its regular salad bowls and wraps like Oh Crab Lah!, Hail Caesar, and Tuna San, SaladStop! shakes things up with seasonal offerings. This month it offers the Japanese-inspired Mi-so Happy which brings together smoked salmon, grilled tofu, edamame, pickled raddish, and beetroot hummus on a bed of red and white cabbage and crisp romaine lettuce. A lemon miso dressing tops off the mix. The Mi-so Happy is available in all SaladStop! stores: Central Square, Power Plant Mall, One Palanca, Greenhills, Glorietta 2, Ayala Tower One, Alabang Town Center, Burgos Circle, Ayala Center Cebu, Salcedo, Mall of Asia, Megamall, U.P. Town Center, and the newest SaladStop! location on the block, Robinsons Cyberscape Gamma.

Summer at Luxent Hotel

LUXENT HOTEL salutes new graduates with the “A Toast to the Graduates” buffet lunch offer. Graduates in a group of five or more can revel in their successes in the academic world with a feast for P850 per person, with a complimentary glass of sparkling wine to commemorate their achievement. This can be availed at the Garden Café, from Mondays to Saturdays throughout March. This month, snack lovers can indulge with the “Sandwich and Fries All You Can!” — hefty sandwiches with unlimited crispy fries and dip selections on all Mondays to Fridays of March, from 2:30 to 5 p.m., for P488 per person. Meanwhile, “Summer Grill at The 6^th” (photo) is running on all Fridays and Saturdays from March to May from 6 to 10 p.m. The outdoor barbeque at the poolside includes free-flowing cocktails for P600 per person. For inquiries and reservations, call 863-7777. Luxent Hotel is located at 51 Timog Avenue, Quezon City.

RBI fines 19 lenders for non-compliance on SWIFT use rules

March 7, 2019 | 12:01 am

MUMBAI — India’s central bank has fined at least 19 lenders, including top banks such as ICICI Bank and State Bank of India, for failing to comply with its guidelines on the use of global payments network SWIFT.
The Reserve Bank of India (RBI) imposed the fines over the past four days, according to stock exchange filings by the banks, though specifics of the non-compliance were not disclosed.
Four bankers whose institutions were fined said that most of the issues related either to interpretation of the RBI’s guidelines or minor technical matters.
“These are petty, procedural issues like counterparty confirmation and nothing major or structural,” said one banker who is directly aware of the matter but declined to be named because he is not authorized to speak to the media.
The penalties totalled more than 400 million rupees ($5.67 million) and ranged from 10 million rupees to 40 million rupees for each bank, the filings showed.
The Indian banking system was sent reeling early last year by a $2 billion fraud at state lender Punjab National Bank (PNB), resulting from unauthorized credit guarantees to businesses linked to billionaire jeweller Nirav Modi and his uncle Mehul Choksi via SWIFT.
“The series of fines imposed is a stern signal from RBI to banks to strengthen their internal systems and minimise fraud after the PNB fraud last year, which tarnished the image of India’s banking system,” said Mitul Budhbhatti, associate director and head of banking, financial services and insurance at CARE Ratings.
“I expect RBI to continue to be more and more vigilant and continue with such monitoring.”
After the PNB loan fraud, which prompted criticism of the RBI by the government for its lack of regulatory oversight, the central bank had sent a confidential directive to banks about how they must use the SWIFT payment system, requiring most banks to overhaul their financial systems.
Most notable among those rules was the requirement for banks to connect the SWIFT interbank messaging system with their core banking software by April 30 last year.
However, gaps in compliance were found in more than two dozen places, prompting the RBI to impose the fines.
The RBI had conducted the audits at banks 8-10 months ago and issued show-cause notices four months ago. Since the notices were issued, banks have plugged those holes, bankers said.
“After the show-cause notices were issued to us, we have addressed those minor points,” said one banker. — Reuters

Vaak’s artificial intelligence cameras can spot shoplifters even before they steal

March 7, 2019 | 12:01 am

IT’S WATCHING, and knows a crime is about to take place before it happens.
Vaak, a Japanese start-up, has developed artificial intelligence (AI) software that hunts for potential shoplifters, using footage from security cameras for fidgeting, restlessness and other potentially suspicious body language.
While AI is usually envisioned as a smart personal assistant or self-driving car, it turns out the technology is pretty good at spotting nefarious behavior. Like a scene out of the movie “Minority Report,” algorithms analyze security-camera footage and alert staff about potential thieves via a smartphone app. The goal is prevention; if the target is approached and asked if they need help, there’s a good chance the theft never happens.
Vaak made headlines last year when it helped to nab a shoplifter at a convenience store in Yokohama. Vaak had set up its software in the shop as a test case, which picked up on previously undetected shoplifting activity. The perpetrator was arrested a few days later.
“I thought then, ‘Ah, at last!’” said Vaak founder Ryo Tanaka, 30. “We took an important step closer to a society where crime can be prevented with AI.”
Shoplifting cost the global retail industry about $34 billion in lost sales in 2017 — the biggest source of shrinkage, according to a report from Tyco Retail Solutions. While that amounts to approximately 2% of revenue, it can make a huge difference in an industry known for razor-thin margins.
The opportunity is huge. Retailers are projected to invest $200 billion in new technology this year, according to Gartner Inc., as they become more open to embracing technology to meet consumer needs, as well as improve bottom lines.
“If we go into many retailers whether in the US or UK, there are very often going to be CCTV cameras or some form of cameras within the store operation,” said Thomas O’Connor, a retail analyst at Gartner. “That’s being leveraged by linking it to an analytics tool, which can then do the actual analysis in a more efficient and effective way.”
Because it involves security, retailers have asked AI-software suppliers such as Vaak and London-based Third Eye not to disclose their use of the anti-shoplifting systems. It’s safe to assume, however, that several big-name store chains in Japan have deployed the technology in some form or another. Vaak has met with or been approached by the biggest publicly traded convenience-store and drugstore chains in Japan, according to Tanaka.
Big retailers have already been adopting AI technology to help them do business. Apart from inventory management, delivery optimization and other enterprise needs, AI algorithms run customer-support chatbots on websites. Image and video analysis is also being deployed, such as Amazon.com Inc.’s Echo Look, which gives users fashion advice.
“We’re still just discovering all the market potential,” Tanaka said. “We want to keep expanding the scope of the company.”
Founded in 2017, Vaak is currently testing in a few dozen stores in the Tokyo area. The company began selling a market-ready version of its shoplifting-detection software this month, and is aiming to be in 100,000 stores across Japan in three years. It has 50 million yen ($450,000) in funding from SoftBank Group Corp.’s AI fund, and is in the middle of its series A round, seeking to raise 1 billion yen.
What makes AI-based shoplifting detection a straightforward proposition is the fact that most of the hardware — security cameras — is usually already in place.
“Essentially this is using something that’s been underutilized for decades,” said Vera Merkatz, business development manager at Third Eye. Founded in 2016, the start-up offers services similar to Vaak in the UK market, where it has a deal with a major grocery chain. Third Eye is looking to expand into Europe.
The ability to detect and analyze unusual human behavior also has other applications. Vaak is developing a video-based self-checkout system, and wants to use the videos to collect information on how consumers interact with items in the store to help shops display products more effectively. Beyond retail, Tanaka envisions using the video software in public spaces and train platforms to detect suspicious behavior or suicide jumpers. At Third Eye, Merkatz said she’s been approached by security management companies looking to leverage their AI technology.
“The potential is broad since it can be applied outside of shoplifting prevention and outside of retail — such as with manufacturing or other types of marketing,” said Hiroaki Ando, a retail consultant at Ernst & Young Advisory & Consulting Co. in Tokyo. — Bloomberg

Abacore Capital eyes joint venture with Tiengs

March 7, 2019 | 12:01 am

ABACORE CAPITAL Holdings, Inc. is ramping up its real estate investments this year, as it expects further infrastructure development in Batangas where it has a land bank of about 200 hectares.
In a statement Wednesday, Abacore Capital said it authorized management to negotiate and sign with siblings William and Wilson Tieng of Solar Group for a possible joint venture in Montemaria, Batangas City. Montemaria is a development owned by Abacore Capital’s subsidiary.
“Abacore is bullish this year considering the boom in real estate in Batangas considering the infrastructure development in the area which includes extensions of the STAR tollway, development of the international seaport, and the moving of other industries to Batangas,” the company said.
It will further sell portions of properties in Batangas spanning 146,992 square meters to Steel Asia Manufacturing Corp., at a price range of P2,500 to P3,500 per sq.m. depending on the payment terms.
Meanwhile, Abacore said its board of directors allowed its wholly owned unit Philippine Regional Investment Development Corp. to hike its authorized capital stock to P3 billion from P1 billion. The board also allowed the company to accept cash as payment for the subscription to the shares.
Abacore said it is speaking with strategic investors for the share subscription. — Arra B. Francia

How PSEi member stocks performed — March 6, 2019

March 7, 2019 | 12:00 am

Here’s a quick glance at how PSEi stocks fared on Wednesday, March 6, 2019.

Philippine Stock Exchange’s most active stocks by value turnover — March 6, 2019.

K to 12 review finds declining test scores, skills mismatch

March 6, 2019 | 9:34 pm

A SENATE committee reviewing the implementation of the K to 12 curriculum has called for measures to improve the basic education system and to better match school training with the skills in demand from industry.
Senator Sherwin T. Gatchalian, vice chair of the committee on education, arts and culture, made the call after the panel evaluated the implementation of the five-year old Enhanced Basic Education Law.
Mr. Gatchalian said the quality of basic education remains low despite Republic Act No. 10533 or the Enhanced Basic Education Act of 2013, judging from the recent National Achievement Test (NAT) average scores of Grade 6 and 10 students.
During the hearing, Mr. Gatchalian said NAT scores were low during the school year 2016-2017 with Grade 6 students recording a 40% average while Grade 10 students were graded at 44.1%. The performance was slightly lower than the 41.5% and 44.7% averages, respectively, in the 2015-2016 school year.
The Department of Education (DepEd) data cited by Mr. Gatchalian also indicate a decline in the overall NAT average for Grade 6 and Grade 10 students since 2013-2014.
“What the hearing showed is that the curriculum that is supposed to be taught under K to 12… is not being taught well. The student cannot process the curriculum the right way, so we’re seeing low National Achievement Test scores. And what I’m fearing is a student cannot enter college, cannot get a decent job, and cannot have a good future because of the low NAT scores,” Mr. Gatchalian told reporters after the hearing.
“We have to review the K to 12 curriculum. We have to review if the technical-vocational skills being taught under the K to 12 are the skills that the industry needs… We have what we call a misalignment between what the industry needs and what is being taught in the K to 12,” he added.
Mr. Gatchalian also brought up the declining quality of teachers based on the recent passing rates in the Licensure Exams for Teachers (LET). According to the Professional Regulation Commission (PRC), the passing rate for Elementary teachers in the LET was at 22% in 2018, slightly higher than the 20% recorded in 2017.
The hearing also saw testimony about the hiring process for K to 12 graduates.
“It’s not (companies) are unwilling, it’s just that their systems not built to hire K to 12 graduates because many of our HR (human resources) protocols for job ads look for a minimum of two year of college or college graduates. We need to adjust HR policies,” Philippine Business for Education (PBEd) Executive Director Love B. Basillote said.
Education Assistant Secretary Alma Ruby C. Torio said the decline of NAT scores may be due to a shift in the framing of the test questions following the implementation of the K to 12 program, rendering recent test results less directly comparable to those of previous years.
“When we implemented the K to 12 program, we were saying that we would like our learners to be equipped with 21^st century skills… Just the same, we recognize that there’s still a lot of things to do… the enhancement of curriculum cannot be achieved if we don’t get the support of other offices,” she said.
Ms. Torio also said the DepEd has also participated in three international assessment surveys, such as the International Mathematics and Science Study (TIMSS) and the Programme for International Student Assessment (PISA), as part of the process of improving the basic education system.
As for the competence of teachers, Ms. Torio said the DepEd has also created a Teacher Education Council (TEC) to discuss proposed admission requirements for a teacher education program.
“We are also reviewing our curriculum guides and in the review, we invite the experts and industry… to assure them that we will be producing the right graduates they need,” she said. — Camille A. Aguinaldo

Budget faces more delays before delivery to Palace

March 6, 2019 | 9:33 pm

REPRESENTATIVE Rolando G. Andaya said the Senate has requested a delay in the printing of the 2019 Budget, which he said could set back his “March 10 or 11” timetable for transmitting the document to Malacañang, though he welcomed the opportunity to clarify which Senators backed certain amendments to the P3.757 trillion General Appropriations Bill (GAB).
Mr. Andaya, who represents the first district of Camarines Sur and chairs the House Appropriations Committee, said in a briefing Wednesday: “We are ready to print the budget. We had planned for it to be in Malacañang around March 10 or March 11, but we received word from the Senate, requesting to hold off on printing.” He added that he expects to meet with the Senate Finance Committee after the briefing to “thresh out the problems.”
“Good for us also because we also want to complete the picture. We have no idea up to this point who the proponents of the Senate amendments are. We are also in the dark about who are behind the amendments,” he said.
The budget process has been the subject of competing claims about improper last-minute fund diversions concerning the Department of Health (DoH) budget, thus modifying the version of the measure ratified by the bicameral conference committee.
Mr. Andaya said Tuesday that the delays in transmitting the GAB to Malacañang were due to a process of “itemization” for certain lump-sum amounts. During this time he also projected that the budget will reach the Palace by March 10, before the intervention of the Senate.
He said there is nothing “illegal” and “unconstitutional” about the itemization process.
Senator Panfilo M. Lacson has alleged that the delays were due to the “manipulation” of DoH funding.
“To hold the budget hostage now is not right… but by mid-year I’m sure the people will call for transparency, and we have the data with us, and we’re willing to show it once the enrolled bill has been submitted,” he said.
Mr. Andaya said the ratified GAB allocated a P15 billion lump-sum for the Health Facilities and Enhancement Program (HFEP), of which P4.5 billion is for the House of Representatives, P2 billion for the Senate and P8.5 billion for the DoH.
“There were no details whatsoever on how these funds would be distributed to the various hospitals,” he said. “It now behooves both Houses to identify where these funds are going.”
He said the itemization process is based on program identification documents provided by the DoH. The DoH menu for the HFEP includes equipment, medical mobile transport, or completion, repair or rehabilitation of health stations, rural health units, and district hospitals among others.
Outgoing Budget Secretary Benjamin E. Diokno, appointed this week to head the central bank, said the Department of Budget and Management (DBM) will not intervene in the budget process until it is transmitted to the President.
“We will intervene once we get the budget, the enrolled copy of the budget,” he said in a briefing Wednesday. “That’s why all these changes in the House and Senate — we don’t even comment on it. It only (starts with) the enrolled copy of the bill, and that’s where we go over it line by line. (Then we come up with a) statement of difference.”
Also on Wednesday, Mr. Andaya said he will leave it to the next Congress to investigate Mr. Diokno’s role in the budget process, amid allegations he intervened to supplement some regions’ funding for flood control projects.
“I think I’ve accepted the fact (that the investigation will be conducted) some other time (by) some other person, maybe in the next Congress. These things have a way of coming back,” he said.
Mr. Diokno was named the replacement to the late Bangko Sentral ng Pilipinas Governor Nestor A. Espenilla, Jr. — Charmaine A. Tadalan

NEDA decision on IRR for rice tariff law could come this month

March 6, 2019 | 9:31 pm

THE National Economic and Development Authority (NEDA) said it expects to decide by the end of March on the Implementing Rules and Regulations (IRR) of the Rice Tariffication Act submitted by the National Food Authority (NFA) Council.
In a phone interview on Wednesday, NEDA Undersecretary Rosemarie G. Edillon said “(The IRR) should be (decided on) because the law is already being implemented)” when asked if it is possible to make a decision in March.
The NFA Council submitted an amended IRR on Monday, March 5, the first day of the rollout of the law.
Among the provisions in the draft, Agriculture Secretary Emmanuel F. Piñol said in a phone interview Wednesday are one that permit the continuous sale of rice by the NFA at prices to be determined by the NFA Council, provided that the prices are set such that the agency does not lose money.
Ms. Edillon said that NEDA has yet to review the IRR.
“We will check the reasons for the policy, (and) if it supports the bottomline objective which is to improve the rice trading regime,” Ms. Edillon added.
NEDA’s original plan was to auction NFA buffer stock as needed before the inventory ages out, and not to sell it directly in the market through retailers as per current practice.
Mr. Piñol also said that the Bureau of Plant Industry (BPI) should be staffed by personnel from the NFA as it finds itself with an enlarged role as private entities import rice and need to obtain sanitary permits.
“The law’s implementation has gone ahead but there should be some period of adjustment. The BPI should be beefed up by employees from the NFA because it cannot possibly (fulfill its) food safety function right away because it lacks the background,” Mr. Piñol said.
Ms. Edillon concurred but added there is a need to conduct an inventory of the skills of NFA employees as well as prepare for a capacity building program or retraining these personnel. — Reicelene Joy N. Ignacio

Shipping firms sign up for weekend scheme to reduce container inventory

March 6, 2019 | 9:31 pm

THE Manila International Container Port (MICP) said international shipping lines have signed on to a scheme to decongest the ports by increasing their weekend loading of empty containers for re-export, the Bureau of Customs (BoC) said in a statement.
The scheme covers users of the MICP, which is operated by International Container Terminal Services, Inc. (ICTSI) and is intended to bring yard utilization to “ideal levels” and resolve “the recurring issue on the difficulty in returning empty containers.”
It said MICP district collector Erastus Sandino B. Austria concluded the agreement with Evergreen Shipping Agency, Wan Hai Lines, CMA-CGM/APL, Ben Line Agencies, Cosco Shipping Lines, KMTC, Hyundai Merchant Marine, TMS Ship Agencies, One Network Express, Yang Ming Shipping, SITC Container Lines, OOCL and Namsung Shipping.
The shippers agreed to bring out an extra 100 to 1,800 twenty-foot equivalent unit (TEU) containers on weekends, starting March 9 and 10.
The scheme will be supported by the availability to participants of additional weekend double-tansaction slots — a feature of the port booking system that supports and incentivizes the subsequent export of imported containers.
In the statement, ICTSI was quoted as saying that few containers are returned for export, while the shipping firms undertook to persuade their clients to return more containers.
At the meeting with shippers, Mr. Austria was quoted as saying that many ships had more capacity available to take on empty containers.
“On average, far less than 2,000 empty TEUs are loaded for export in a 24-hour cycle,” Mr. Austria said. “That is an unacceptable number.”
The BoC said the scheme could raise MICP’s weekly total of empty containers loaded into outgoing ships to 17,500 TEUs from current levels of about 10,000, which it described as the “high average” level.

DA flags prospect of European coco oil orders

March 6, 2019 | 9:30 pm

THE Department of Agriculture (DA) said the representative of an Austrian-registered firm which controls a distribution network in Eastern Europe is currently inspecting coconut oil mills in southern Luzon to explore the possibility of producing coconut products for export.
“Monaco-based Russian businessman Igor Malyshkov firmed up his Coconut Oil and Products Supply agreement last night (Tuesday night) with the Coconut Industry Investment Fund Oil Mill Group (CIIF-OMG),” Secretary Emmanuel F. Piñol said in a social media post on Wednesday.
“Tomorrow, Malyshkov will travel to Mulanay, Quezon to inspect a mothballed Southern Luzon Coconut Oil Mill and to the San Pablo Oil Mill in Batangas, which produces coconut oil products under the Minola brand name,” Mr. Piñol added.
“Malyshkov said he will consider leasing the mothballed oil milling facility in anticipation of huge demand for coconut products once it is introduced to Eastern European consumers.”
The official Philippine News Agency on Monday identified Mr. Malyshkov as representing Arteks Generation, an Austrian-registered company that can distribute product across 5,000 outlets. The report said Arteks is also interested in importing palm oil and pineapple.
Mr. Piñol claimed that Mr. Malyshkov can tap a distribution network of 15,000 outlets. He did not explain the discrepancy with the earlier report.
The report said Mr. Malyshkov also represents BANEX Group, with offices in Moscow and Ecuador, which is exploring the possibility of sourcing banana products from a site of about 7,000 hectares in the Bangsamoro region. — Reicelene Joy N. Ignacio

Decoding the revised Corporation Code (Part II)

March 6, 2019 | 9:30 pm

In the first part of this article on the revised Corporation Code of the Philippines, I mentioned that directors may now be elected by stockholders through remote communication and in absentia if allowed in the by-laws or approved by majority of the board of directors. The Securities and Exchange Commission (SEC) will issue rules and regulations to govern the manner of participation through these means. In consonance with this, the by-laws should now mention the allowable modes by which stockholders and directors may attend meetings. In addition, the by-laws should also provide guidelines for setting a director’s compensation, the maximum number of independent directors (which should not exceed the limit under the Code), and the arbitration agreement, if any.
Under the new Code, stockholders are now allowed to vote via remote communication, in absentia or through the traditional proxy. As for the schedule of the regular stockholders’ meeting, if the date is not fixed in the by-laws, it should now be on any date after April 15 of every year, as determined by the board. The period within which to serve the notice has also been changed from two weeks to 21 days prior to the meeting, unless the by-laws provide a specific notice period. Service may now be made electronically or in any manner the SEC may allow.
As for the venue, if holding the meeting at the principal office is not practicable, it may now be held elsewhere within the same city/municipality. Moreover, unless the by-laws provide a longer period, the stock and transfer book should be closed at least 20 days prior to the regular meeting and seven days before a special meeting.
With respect to directors’ regular meetings, notice should now be served within two days instead of only a day prior to the meeting, unless otherwise fixed in the by-laws. Directors may now participate and vote through remote communication such as videoconferencing, teleconferencing, or other alternative modes of communication that will reasonably allow participation, but they still cannot attend or vote through proxy.
In case of mergers and consolidations, the following are now specifically required to be reflected in the Articles of Merger: a) carrying amounts and fair value of the assets and liabilities of the respective corporations as of an agreed cut-off date, b) method to be used in the merging/consolidating the accounts of the companies, c) provisional or pro-formal values, as merged or consolidated, using the applicable accounting method, and d) such other information the SEC may prescribe.
Appraisal right may now be exercised in case the stockholder dissents to the proposed investment of corporate funds for any purpose other than the company’s primary purpose.
The rules on stock corporations and the corresponding changes shall apply to non-stock corporations insofar as stated in the Code. As for the term of the trustees, they shall now all hold office for three years until their successors are elected and qualified. Except for independent trustees of non-stock corporations vested with public interest, only a member can be elected as a trustee of non-stock corporations. Also, a record should now be kept of the list of members and their proxies as may be required by the SEC, and this should be updated 20 days prior to any election.
A distinctive addition under the new Code is the One Person Corporation (OPC). It is worth noting that only a natural person, trust or estate may form an OPC. However, natural persons cannot set up an OPC for the purpose of exercising a profession, except if allowed under special laws. Moreover, banks, quasi-banks, pre-need, trust, insurance, public, publicly-listed and non-chartered government owned and controlled corporations cannot incorporate an OPC.
The OPC has no minimum required capital stock except as provided otherwise by special laws. Its Articles of Incorporation shall be filed similarly to that of a regular stock corporation but the letters “OPC” must be indicated either below or at the end its corporate name. For obvious reasons, it is not required to file by-laws.
The single stockholder (SH) shall be the sole director and president of the OPC. Within 15 days from incorporation, the SH should appoint a treasurer, a corporate secretary (who should be another person), and any other officer he deems necessary. Notice should be filed with the SEC within five days of their appointment. If the SH will also be the treasurer, the SEC will require the submission of a bond and an undertaking to faithfully administer the OPC’s funds. The bond is renewable every two years or as often required.
The SH should also appoint a nominee and an alternative nominee whose details and extent of authority must be stated in the AOI and whose written consent must be attached to the SEC application. The nominee or alternative nominee shall assume and manage the OPC in case of the SH’s death or incapacity. In the event of the SH’s death, the alternate shall transfer the shares to the heirs within seven days from receipt of legal documents from the heirs and notify the SEC, and the heirs should notify the SEC within sixty days after, of their decision either to wind up and dissolve the OPC or to convert it into an ordinary stock corporation. In case of a sole heir, he should be allowed to continue the OPC, if he wishes to.
As regards the liability, upon failure to provide proof that the property of the OPC is independent of the SH’s property, the SH shall be solidarity liable for the debts and liabilities of the OPC. The principle of piercing the corporate veil shall equally apply to the OPC.
An OPC may be converted into an ordinary corporation and vice versa, subject to compliance with the rules that the SEC may promulgate.
The OPC may be dissolved voluntarily upon a duly filed petition by the SH, or by the SEC motu propio or upon verified complaint on the grounds of non-use, in operation, fraud on procuring registration, final judgment of crimes such as tax evasion, smuggling, graft and corrupt practices, among others, as enumerated in the Code. Also, the OPC may be placed under delinquent status upon failure to file three reports to the SEC consecutively or intermittently.
For foreign corporations, the amount of the initial security deposit applicable to branch offices has been raised from P100,000 to P500,000, or such amount that the SEC may fix. The threshold for the additional security deposit has also been increased to 2% of the gross income for the year exceeding P10,000,000 (formerly P5,000,000 only). Moreover, domestic corporations appointed as resident agent should be of sound financial condition and must show proof of its good standing as certified by the SEC.
As to the reports, the annual financial statements of corporations with total assets or liabilities not exceeding P600,000 may merely be certified under oath by the corporation’s treasurer or chief financial officer. In all other cases, the financial statements must be audited by an independent certified public accountant.
The Code also further defined the coverage of the SEC’s power and authority with respect to supervision and regulation of corporations and mandated the development and implementation of an electronic filing and monitoring system which the SEC has already started.
Although it can be said that the much is still left to be done, the significant changes under the Code, such as the introduction of the OPC, removal of minimum paid-in capital, or the grant of perpetual existence to corporations, among others, indicate that deliberate steps are being taken to ease doing business in the Philippines.
The views or opinions expressed in this article are solely those of the author and do not necessarily represent those of Isla Lipana & Co. The content is for general information purposes only, and should not be used as a substitute for specific advice.

Aimee Rose DG. dela Cruz is a senior manager with the Tax Services Group of Isla Lipana & Co., the Philippine member firm of the PwC network.
(02) 845-27 28
aimee.rose.d.dela.cruz@ph.pwc.com

Inertia

March 6, 2019 | 9:26 pm

“An object at rest stays at rest and an object in motion stays in motion with the same speed and in the same direction unless acted upon by an unbalanced force.”
Starting something new will always be harder than maintaining the status quo. Scientifically speaking, it is proven that it is more difficult to create motion than maintain one because you have to change the “speed” right from zero to some value. This change of speed will require force and this force will result in work, thus energy is needed. But after the speed is no longer zero, you just need to exert effort to compensate the lost energy due to friction which is lesser than the energy required in starting the motion. Another scientific explanation is the presence of Inertia, or the natural tendency of objects to resist changes in their state of motion. Because of inertia, objects keep on “doing what they are doing” unless an external force comes along and changes its state.
These concepts can also be applied in understanding the behavior of people, particularly employees in the workplace. Based on my observation, there are two kinds of situations where employees tend to resist change. The first one is the changes in their working environment. Whenever a new policy or system is to be implemented, the initial reaction of employees is to complain and question why such changes are needed, especially when they feel like nothing is wrong with the current setup. But after the transition is over, everyone starts to accept the changes like it has always been there and will gradually forget how it was before.
inertia
Recently, our company implemented a new dress code policy and the most controversial provision is the requirement for females to wear black shoes with a minimum of 1-inch heel every day, including Friday, our wash-day. It became a big issue because, first, most females prefer to wear flat shoes since it is a struggle to wear heels when commuting in the Philippines (imagine riding the train in a stiletto); and second, it is not very “fashionable” because the color of our uniform does not match the black shoes and it may clash with their chosen OOTD during Friday. But since it is a new policy for strict implementation, everyone had no choice but to comply. At first, you will see it in their faces how much they hate that policy every morning upon entry in the building but eventually, they all got used to it. A month after the implementation, it became a normal thing, like it always has been that way. Resistance to change is a natural reaction but once you accept the change, it can be an ordinary thing in the long run.
The second situation where employees tend to resist change is when the change is needed for their own personal improvement. Many employers are willing to finance the trainings, seminars, and post-graduate studies of interested employees for an equivalent number of years of service obligation in the company. While most employees want to increase their knowledge, enhance their skills, and improve their talents, they opt not to accept the offer because they do not want to be bound by the required number of years of service obligation.
But this is not always the case. There are employees who do not mind the service obligation but still won’t accept the offer because they have things that they are not willing to give up once they choose that path. An employee may want to enroll in a four-month review session and take an international certification to be marketable globally, but hesitate in doing so because he or she would have to give up equally important things like sleep and travel. On the other hand, there are also employees who are no longer interested in further studies and would like to remain in their comfort zones. They want to maintain their present situation than start something new which, as scientifically explained earlier, takes up a lot of energy.
There will always come a time when an “unbalanced force” will disrupt your current state whether you like it or not. In the end, it all depends on how you react to the changes around you and how long will it take you to adapt to that change. After all, change is the only permanent thing in this world.

Alessandra Jill G. Plofino is an MBA student of the De La Salle University Ramon V. del Rosario College of Business. This article was part of the requirements of the course, Strategic Human Resource Management.
alessandra_plofino@dlsu.edu.ph

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