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Commentaries on the One Person Corporation under the Revised Corporation Code

Section 130 of the Revised Corporation Code (RCC) sets out three rules governing the liability of the Single Stockholders, thus.

Post RTL: Rice can be profitable

In 2015, the Philippine Rice Research Institute (PhilRice) and the International Rice Research Institute (IRRI), with funding support from the Department of Agriculture (DA), released a landmark six-country study of rice production in Asia.

Commentaries on the One Person Corporation under the Revised Corporation Code

A One Person Corporation (OPC) is not required to have a minimum capital stock, whether in terms of authorized, subscribed, or paid-up, except as otherwise provided by special law.

LEAD for a Competitive Tomorrow

Dear friends, data is staring us in the face. For the past three years, foreign direct investments have consistently gone down, from $10.3 billion in 2017 to $9.8 billion in 2018, and are projected to fall further to $6.9 billion in 2019, or 33% decrease from the 2017 level. Indeed, our $6.9 billion 2019 FDIs will only be about one-third of Vietnam’s $20.4 billion and nearly one-fourth less than Indonesia’s $24 billion foreign investments in 2019.

Offsetting measures, upsetting measures

The tax reform is well underway, but just as it had in 2018, it hit a snag yet again. In fact, it hit the same snag it had back then.

ASEAN agri-food sector intensities: The Philippines in catch-up mode

In my past columns, comparative metrics on ASEAN agriculture were discussed. They included growth, diversification, export patterns, and total factor productivity, among others. These factors happen to influence rural poverty reduction.

Commentaries on the One Person Corporation under the Revised Corporation Code

Section 116 of the Revised Corporation Code (RCC) defines a “One Person Corporation” as a corporation with a Single Stockholder, who must either be a: (i) natural person; (ii) trust; or (iii) estate, and which shall be governed by a special set of provisions under its Chapter III, Title XIII. However, as will be demonstrated in the discussions below, it would be easier to view the Single Stockholder in a One Person Corporation (OPC) setting as simply a natural person.

The secrets to BDO’s success

What am I doing here?

Doing Business: How did we actually do?

The Philippines celebrated a 29-place jump in its Doing Business score in the World Bank’s 2020 report, having raised the country’s ranking from 124 to 95.

Federalism: For better or for worse?

In search for a better governance structure -- that would best fit to address “distant regional circumstances and local lesser interests” and would best “accommodate differences among populations divided by ethnic, religious or cultural cleavages yet seeking a common, often democratic, political system” otherwise ignored by the distant center of a unitary political order -- a Consultative Committee (ConCom) on charter change came about. Thus, the proposed draft Constitution for a Federal Republic which says... “shall at all times uphold federalism, national unity and territorial integrity.”

Federalism: For better or for worse?

Federalism has been a hot national issue ever since the present administration assumed the reins of government. As one of its campaign propositions in the last presidential elections, it must have been one major factor that propelled this present dispensation to power!

Traffic flow: like blood flow

Interestingly, traffic flow is like blood flow.

A call for a professionalized bureaucracy

Is Philippine civil service up to the demands of inclusive development? Are our rural development agencies, specifically, the Department of Agriculture (DA), up to speed?

On the future of business

The title of this essay was the main theme of the recently concluded 17th Management Association of the Philippines (MAP) International CEO Conference 2019 which was held at the Makati Shangri-La. This piece is intended to interject our own impressions and perceptions on this vision statement which we hope will complement those of the many informative and insightful presentations made at the Conference.

HELP! Metro Manila needs a traffic czar now!

It has been three years now since President Duterte promised to solve Metro Manila’s traffic problem. So far, traffic has gone from bad to worse.

Rational decision-making can make the difference

Lately, the Bureau of Corrections (Bucor) has been the subject of comprehensive Senate inquiries. The problems and issues unearthed are so complex that they are beyond comprehension. It is very evident that management has been remiss in the exercise of the decision-making process. If one does not act immediately due to indecision, the opportunity vanishes unless a radical change is undertaken.

The PMA Fourth Class System

I recall the Fourth Class system with fondness and gratitude because it introduced me to the Philippine Military Academy (PMA) way of life which helped me do well as a leader and manager in the military, as well as in the private and public sectors.

Building on the BIR’s achievements

The Bureau of Internal Revenue (BIR) recently celebrated its 115th Anniversary, and with it comes the time to recognize its performance. While the general perception of corruption remains, it is important not to forget the BIR’s active efforts. Praise what is right and criticize what is wrong.

Has Mindanao agriculture diversified at all?

Mindanao, with six regions, has the highest poverty incidence (36% in 2015) among the three main island groups including Luzon and Visayas. The region hosts a disproportionate percentage of rural poor. Agriculture diversification is key to reducing the high rural poverty.

Challenging the status quo

On July 19, 2016, I wrote an column under “MAP Insights” entitled “General’s Impressions of the Commander-in-Chief.” Three years after his assumption into office, his popularity and trust ratings are still high. The results of the mid-year election further prove that he is a force to reckon with. Destabilization moves to emasculate or unseat him never materialized. In that article, I cited two significant qualities that he projects: charisma and political cunning. Both remain to be the foundations of his staying power. His charisma continues to inspire and has developed goal congruency with the majority of the Filipinos. With political cunning, he changed the parameters of the game. He built change and flexibility into the system. He addressed his agenda to the conditions of his time. He challenged the status quo.

Thought leaders ponder the future of business and why sustainability matters

Tough choices, turbulent world -- these are the challenges that today’s CEOs face. Globalization 4.0 is changing the business equation such that now they have to aim for sustainability with the same vigor they put into pursuing profitability targets. As discontent with the old order continues to escalate because of perceived global imbalance, people are turning to businesses to help solve society’s problems.

Poverty reduction: President Duterte’s lasting legacy

The Philippine Development Plan targets the reduction of the national poverty headcount to 14% in 2022 from 21.6% in 2015. Relatedly, rural poverty is expected to fall to 20% from 30%.

Corporation or sole proprietorship? A tax perspective

In planning to start a business, deciding between a corporation and a sole proprietorship is one of the first considerations. The differences used to be clear-cut -- corporations for large businesses, sole proprietorships for smaller ones. For the most part, that remains true.

What? Jobs of the future beyond AI do not exist yet

About eight years ago, the Research Center for Responsible Consumption and Production based in the Wuppertal Institut asked us to organize a forum on jobs of the future, among other “futuristic” challenges and scenarios. We did not know what jobs there would be because we had just started Industry 4.0 then.

Poverty incidence down: Time to celebrate?

The NEDA (National Economic and Development Authority) recently announced that the poverty headcount in the first semester of 2018 reached 21% as compared to 27.6% in the same period of 2015.

Promoting Corporate Governance under the Revised Corporation Code — 3

This is an abridged version of the talk I recently gave to the MAP Corporate Governance Committee officers and members on the Revised Corporation Code which was enacted into law on Feb. 20, 2019.

Promoting Corporate Governance under the Revised Corporation Code — 2

This is an abridged version of the talk I recently gave to the MAP Corporate Governance Committee officers and members on the Revised Corporation Code which was enacted into law on Feb. 20, 2019.

Promoting Corporate Governance under the Revised Corporation Code

This is an abridged version of the talk I recently gave to the MAP Corporate Governance Committee officers and members on the Revised Corporation Code which was enacted into law on Feb. 20, 2019.

Next critical step in corporate governance reforms in the Philippine publicly-held...

MANY of the corporate governance (CG) reforms pursued by the Securities and Exchange Commission (SEC) through its CG Codes seek to usher a system of professional directorship into the publicly held companies (PHCs) and publicly listed companies (PLCs). This includes a system of professional directorship, such as granting more supervisory power to the Boards over its composition, and integrity (i.e., qualifications and disqualifications), as well as the competence and diversity of talents and skills of their members, effecting a system of discipline over their members, and providing for competitive levels of remuneration.

Which Philippine regions are advancing and lagging?

Over the past eight years and two administrations, the Philippine economy posted a high growth rate averaging over 6% a year and an average gross domestic product (GDP) per capita growth of 4.5% a year. The strategic question is: Which regions have been advancing and which have been lagging over the past eight years?

Water woes

Metro Manila and adjoining provinces are facing rotating water service interruptions again despite the onset of the rainy season.

Philippine Wi-Fi and Digital Trade

June is Philippine National ICT (information and communications technology) Month and every year, I write articles I’m passionate about like those years of advocacy for the creation and a mandate of a Department of Information and Communications Technology (DICT), digital transformation, cybersecurity and on effective ICT program implementation and agile methodologies.

Facing up to the managerial challenges of the Fourth Industrial Revolution

The theme of the World Economic Forum (WEF) which was held in Davos, Switzerland over the four-day period of January 22–25, 2019, was “Globalization 4.0: Shaping a Global Architecture in the Age of the Fourth Industrial Revolution.”

Tree crops development in ASEAN

Permanent crops are mainly trees (e.g., coffee, cacao, rubber) but they also include palms (e.g., coconut, oil palm) and vines (e.g., pepper) (www.fao.org). They are planted and possess long economic life. By contrast, temporary or annual crops are sown and harvested during the same agricultural year. Examples are rice, corn, sweet potato, peanuts and vegetables.

MAP urges holistic Laguna Lake rehabilitation for water security and eco-tourism

Water security and the environment are major concerns of the MANAGEMENT ASSOCIATION OF THE PHILIPPINES (MAP).

Compensation Recommendation under the CG Code for PLCs

Recommendation 2.5 of the CG Code for Publicly-Listed Companies (PLCs) covers the issue of proper remuneration for the Board, thus.

Recommendations on qualification, disqualifications, and competence of directors under the CG...

The CG Code for Publicly-Listed Companies (PLCs) through its “adopt or explain approach,” is able to avoid all the legal obstacles that may be found in the Board-enabling clauses of the original and Revised CG Codes, by adopting a formal Principle 1 for “Establishing a Competent Board,” thus.

Disqualification of Directors of PHCs

The Revised CG Code adheres closely to the additional rules of disqualifications for directors of publicly held companies (PHCs) as those found in the Original CG Code, thus.

The China Issue: Impressions of a military mind

For the last five decades, the Philippines has fought the communist insurgency whose roots and foundations originated from Communist China. In spite of China’s shift to a free market economy and becoming the second largest economy in the world, the foundations of its political system are still basically communist-inspired. Why then did the Philippines, a country founded on democratic ideals, so quickly shift its alignment to China? Is it economic or political, or both? Notwithstanding China’s claim that it is here as a friend, the signs of its overbearing attitude indicate subjugation and subservience. This will be disastrous to the next generations of Filipinos. China will carry out its foreign relations in the international community predicated on the communist vision of protracted wars.

Qualifications and disqualifications of directors

The Original CG Code provides for the following qualifications of directors for publicly held companies (PHCs), thus.

Combination of Executive and Non-executive Directors

Section II(1)(A) of the Original CG Code has essentially been carried forward into the Revised CG Code which basically empowers the Board to reconstitute the “Composition of the Board” between executive and non-executive directors, thus.

CG Code for PLCs: Principles-based and market-disciplining in character

The CG Code for Publicly Listed Companies (PLCs) formally adopts the “comply or explain approach,” which combines voluntary compliance with mandatory disclosure, and which it defines as “Companies do not have to comply with the Code, but they must state in their annual corporate governance (CG) reports whether they comply with the Code provisions, identify any areas of non-compliance, and explain the reasons for non-compliance.” The Code therefore does not contain any penalty clause at all, and through its “comply or explain approach” relies upon the “pressure of the market” to goad PLCs to adopt its governance principles and recommended best practices. One of the outstanding features therefore of the CG Code for PLCs is its underlying belief that in the “disciplining power of the market,” thus.

What’s new on April 15?

April 15 is the deadline for the most important type of tax payment -- the annual filing of income tax returns (ITRs). Almost all registered taxpayers are required to pay this tax, with only a few exceptions. For the government, the income tax is where the bulk of the Bureau of Internal Revenue’s (BIR) collections come from.

Agri-development: more than irrigation, post-harvest facilities, and farm-to-market roads

Many politicians propose solving rural poverty via three areas: irrigation, post-harvest facilities and farm-to-market roads. I beg to differ. It is much more than that. Indeed, needs are area and crop-specific. High productivity and diversification require these investments, but there are more to spur investments.