Independent Directors and Independent Thinking

Independent directors are a cornerstone of good corporate governance. They are expected to provide objective oversight, challenge management when necessary, and safeguard the long-term interests of shareholders and stakeholders. Yet as governance practices evolve, an important question remains: Is independence enough?

A director may satisfy all regulatory requirements for independence and still fail to exercise independent judgment. The true value of an independent director lies not merely in status or designation, but in the ability and willingness to think independently.

Beyond Independence in Form

Traditionally, independence has been defined by the absence of relationships that could impair a director’s objectivity. These standards are important because they protect boards from conflicts of interest and undue influence. However, effective governance requires more. Independent thinking means evaluating issues based on facts, evidence, and long-term implications rather than following prevailing opinions or management recommendations without scrutiny.

It requires directors to ask difficult questions, challenge assumptions, and consider alternative viewpoints even when doing so may be uncomfortable. True independence is not simply about who a director is connected to; it is about how a director thinks.

The Danger of Groupthink

Many governance failures have not resulted from a lack of intelligence or expertise but from a lack of constructive challenge in the boardroom. When directors become overly deferential to management or reluctant to voice dissenting opinions, boards risk falling into groupthink. Decisions may be approved without sufficient scrutiny; risks may be under-estimated, and emerging issues may go unaddressed.

Independent thinking serves as a safeguard against these dangers. By encouraging healthy debate and rigorous discussion, directors help boards make better-informed decisions and avoid costly blind spots. The strongest boards are not those where everyone agrees. They are those where differing perspectives are welcomed and carefully considered before decisions are made.

Independent Thinking in the Boardroom

The real test of governance lies not in compliance but in the quality of boardroom discussions. A Board’s philosophy should explicitly recognize the role of governance in refining business thinking, challenging management decisions, and ensuring that long-term considerations are not sacrificed for short-term gains. The presence of strong independent directors and a lead independent director reflects the importance of objective oversight in strategic decision-making.

For a company pursuing sustainable growth, it should strengthen its ethics, compliance, risk management, and board oversight structures to reflect a commitment to transparency, accountability, and ethical leadership.  In crisis situations and in the face of challenges, it is critical for boards and management teams to think independently and respond creatively.

Courage: The Essential Quality

Independent thinking ultimately requires courage. There will be moments when directors hold views that differ from management, the board chair, or even the majority of the board. In such situations, the responsibility of an independent director is not to preserve harmony at all costs but to act in the best interests of the organization. This does not mean opposing every proposal. Rather, it means being willing to speak up, raise concerns, and insist on deeper analysis when necessary.

The questions that often create the greatest value are often the most difficult to ask:

  • What assumptions are we making?
  • What risks are we overlooking?
  • What evidence would prove us wrong?
  • How will this decision affect stakeholders in the long term?
  • Are we balancing short-term performance with long-term sustainability?

These questions can transform board discussions from routine reviews into meaningful governance.

SEC Reforms on the Role of Independent Directors

The Philippines has made significant progress in corporate governance. Through the Securities and Exchange Commission’s (SEC) Code of Corporate Governance and the continuing work of governance advocates, boards are increasingly expected to demonstrate accountability, transparency, and effectiveness.

The importance of independent thinking has become even more relevant with the SEC’s recent initiatives to strengthen board independence in Philippine corporations. The SEC has adopted stricter rules on the tenure of independent directors, including the enforcement of a maximum cumulative term of nine years and the removal of exemptions that previously allowed longer service in certain cases. The reforms are intended to preserve objectivity, prevent excessive familiarity with management, and align Philippine governance practices with international standards.

The SEC has also introduced fixed terms for independent directors, recognizing that meaningful independence requires both accountability and security of tenure. SEC Chairperson Francis Lim emphasized that independent directors should be truly independent and able to exercise their judgment in the best interests of the corporation and its stakeholders.

These reforms reflect an important governance principle: independence is not intended to be a permanent status, but a continuing condition that must be protected and renewed over time. Fresh perspectives, objective oversight, and the willingness to challenge conventional thinking are essential to board effectiveness.

Challenge for Independent Directors

Yet even the strongest regulations can only go so far. Rules can establish independence in form, but only directors themselves can demonstrate independence in thought. Ultimately, good governance depends not only on who sits in the boardroom, but on whether those directors possess the courage, judgment, and integrity to think independently when it matters most.

As organizations confront technological disruption, geopolitical uncertainty, sustainability challenges, and changing stakeholder expectations, the demand for effective boards has never been greater.

The future of governance will not be determined solely by the number of independent directors sitting at the board table. It will depend on whether those directors exercise independent thinking. The measure of an independent director is not whether he or she satisfies regulatory requirements, but whether he or she possesses the courage, judgment, and integrity to ask hard questions, challenge assumptions, and place the long-term interests of the organization above the comfort of consensus. After all, independence may earn a seat at the table, but independent thinking is what creates lasting value.

Let me end with these questions: Can directors be genuinely independent if their thinking is not? Isn’t the role of an independent director to think independently?

This article first appeared on Management Association of the Philippines by Ms. MA. AURORA “Boots” D. GEOTINA-GARCIA

Redefining Resilience: Women in Times of Crisis

During times of crisis, it is often said that women are able to keep their heads up and are always able to bounce back. Despite being under-estimated and under-appreciated, women are the backbones of societies and families. However, this also means that women are more vulnerable and disproportionately affected by disasters and conflict. As geopolitical events are unfolding, women are not the only ones who bear the brunt of rising conflicts.  While there are studies on how conflict and disasters directly affect women, what is often overlooked is the impact of geopolitical events on the day-to-day lives of people, in particular women. With the weight of all these issues weighing on women, can they still be resilient in times of conflict?

“Ilaw ng Tahanan”

In the Philippines, women are considered the “Light of the Household” or “Ilaw ng Tahanan”. The responsibility for household care—healthcare, domestic work, and childcare—is borne by women, in addition to jobs outside the house. Household care work can be paid or unpaid, but women usually bear the burden of unpaid care work. As women are disadvantaged when it comes to care work, geopolitical events and disasters exacerbate their difficulties.

It is the women who are compelled to maintain a sense of normalcy and shield the family from further impacts. Women also carry a heavier burden as social gender norms require self-sacrificing behavior from women. Women forego food to make ends meet and prioritize the family before themselves. This means that external shocks expose vulnerabilities and place women in even more precarious situations. While they may appear to be resilient on the outside, this does not imply that it is not a pressing issue that should be addressed by the whole of society.

The impact is even worse on women who are living on the economic margins. Their everyday lives are affected by rising prices of food, fuel, and other basic commodities. Economic crises not only reveal class disparities but accentuate gender inequalities within households and reduce opportunities for social empowerment. As geopolitical events seem to have no end in sight, how long must women be resilient before families, communities, and nations share the burden that they carry?

Redefining Women’s Resilience

Resilience is not just a buzzword that is meant to uplift women and make them feel better despite the weight they carry. Resilience should mean women’s ability to anticipate, mitigate, adapt, and recover from aftershocks in a way that reduces their vulnerability. Empowering women is crucial to strengthening nations’ resilience to disasters and conflict.

My experience working with women in multiple sectors has only emphasized the need to equip and empower women financially and economically. It is better for a nation for women to be economically empowered, whether it is through their own enterprises, in their workplaces, or in their households. While women’s contributions to the economy is already significant in spite of the many challenges they face, what more if they are given the opportunity to reach their full potential.

To build more resilience, women need financial assistance and support, strong networks for knowledge sharing, and access to capacity-building. Above all, policies need to be created with a “gender lens” with women in mind, acknowledging the gendered differences they face. While women’s leadership already exists informally, it is time for them to be represented and acknowledged in decision-making processes. When women lead, they reinvest their time in sectors that benefit the community and the nation, such as in health and nutrition, education, and care.

Women and girls should not be viewed as after-thoughts during crisis; rather they should be considered as driving forces in creating more inclusive and resilient policies. Women continue to be outwardly resilient even when conflicts, policies, and geopolitical events impact them severely. Is that good enough? Why should we be satisfied with this outward resilience? It is time that this resilience is made permanent with lasting economic and financial policies designed by men and women for women.

This article first appeared on Management Association of the Philippines by Ms. MA. AURORA “Boots” D. GEOTINA-GARCIA

From Intent to Empowerment in the Workplace

As more workplaces claim inclusivity as a core part of their mission and objectives, more important is the need to monitor, track, and evaluate how exactly inclusivity is achieved.   In my previous article on male allyship published on 13 January 2026, I mentioned that allyship means holding oneself accountable, tracking representation, setting measurable goals, and embedding inclusivity into policies and structures. Having discussed the intent behind male allyship and its importance in the workplace, this article elaborates on the accountability necessary to institutionalize allyship through policies that empower women in the workplace. Moving beyond intent, what matters more is the execution and implementation of gender-inclusive and equitable policies, and how these can best assure long-term success.

“Beyond Lip Service”

Intent must be translated into concrete and actionable policies and should go beyond “lip service.” Inclusivity is not just a well-meaning whim but should be an institutional blueprint and foundation with KPIs, diagnostics, reporting, and monitoring processes set in place. These are steps to guarantee that inclusivity becomes not just a buzzword, but that workplace gender equality and DEI are embedded into the corporate sustainability and business strategies.

Enhancing workplace gender equality and sustainability will require reporting guidelines and setting specific targets and commitments.  According to a 2022 Census on Women in Executive Leadership Teams in Philippine Publicly Listed Companies (PLCs) published by the Philippine Business Coalition for Women Empowerment (PBCWE), only 2% of large firms and none of the small and medium-sized firms have set specific gender diversity targets. Most PLCs have broad diversity policies; however, these need to be complemented by concrete targets which are reported and publicized.

PBCWE is engaged with the SEC to make sustainability reporting, especially gender reporting relevant as we continue to work together in building a business case for Workplace Gender Equality (WGE) in the Philippine context. PBCWE’s advocacy work with the SEC has influenced two indicators that are now part of the data that companies are required to submit to the SEC, namely gender composition at all job levels and policies, and formal processes to address workplace harassment, discrimination and bullying. The existence of formal metrics to measure gender inclusivity provides companies a basis to empower women and ensure gender equity and parity.

Furthermore, diagnostic tools, such as the Gender Equality Assessment, Results, and Strategies (GEARS) mentioned in my earlier article is a key aspect of institutionalizing policies. The assessment and training that GEARS offer facilitates the strategic alignment of gender equality with business priorities, leadership accountability, and gender pay equity.

Male allyship and the intent to support women can and should lead to the implementation of gender-inclusive policies, such as flexible workplace arrangements, comprehensive parental leave, and initiatives to boost women’s representation in leadership positions. Male allyship could be embedded in the training and workshops companies provide their employees on diversity, equity, and inclusion. GEARS can assist companies in translating intent in transforming their workplaces to be gender-inclusive.

“Having a Seat at the Table”

With gender-inclusive policies in place, what is the next step? How do we make sure that these policies are actually being implemented and are helpful to women and the marginalized?

One good practice is to give women a “seat at the table” through appointments in executive leadership positions and boards where strategic decisions are made. The presence of women in leadership roles will also ensure that established policies are monitored and implemented.

While many women have broken glass ceilings, leadership positions are still dominated by males and their voices heard.  Thus, male allyship is critical as they can use their privilege and roles to support women to rise up and thrive creatively and economically.

It is time to move beyond inclusivity and gender equality as mere platitudes. Male allyship and intent are starting points. We have tools at our disposal to translate intent into impact; however, the use of such tools should be institutionalized. Allyship, whether male or female, also means embedding inclusivity so that women can secure a seat at the table. Women have proven that they can “make waves” even with the little that they are given. We must act now to ensure long-term support for them is realized. This year’s International Women’s Month theme of “Give To Gain” reminds us that we, who are in positions of power in the workplace, have the authority to give women a place of their own. Women’s gains are not just theirs, but of all of us. What else can we give to gain gender equality in the workplace?

This article first appeared on Management Association of the Philippines by Ms. MA. AURORA “Boots” D. GEOTINA-GARCIA