Integrity in the Boardroom: Principle or Platitude?

Open almost any annual report across the Philippines and Southeast Asia, and one will inevitably find “integrity” listed among corporate values. It is universal, reassuring, and rarely questioned. Yet this raises a critical issue for boards in our region. Do we truly practice integrity, or has it become a word we are expected to include?

For board directors in the Philippines and ASEAN, this is not abstract. It goes to the heart of governance credibility, particularly in economies where growth is rapid, ownership structures are concentrated, and public trust remains fragile.

BEYOND THE WORD
Integrity is often equated with personal honesty. But in the boardroom, it demands far more. It means:

• Consistency between values and decisions;

• Independence of mind, not just formal independence;

• The courage to challenge dominant voices;

• Transparency, even when uncomfortable; and,

• Loyalty to the institution above personal or political relationships.

In many ASEAN contexts, this last point is critical. Boards often operate within networks of long-standing relationships, family, business, or political which can blur lines between loyalty and objectivity. Integrity, therefore, is not simply about character. It is about discipline under pressure.

INTEGRITY IN PRACTICE
In real terms, integrity is visible in everyday board decisions:

• Challenging Management: In hierarchical cultures, questioning leadership can be seen as disrespect. Yet effective oversight depends on it. A board that does not ask difficult questions is not governing; it is endorsing.

• Managing Conflicts of Interest: Across the ASEAN, related-party transactions and cross-directorships are common. Integrity requires not only disclosure but clear boundaries and, when necessary, recusal.

• Approving Strategy: Boards must look beyond profitability. Rapid expansion common in emerging markets can expose companies to regulatory, environmental, and reputational risks, if not carefully scrutinized.

• Acting on Early Warning Signs: Whistleblower complaints, audit findings, or operational anomalies must be addressed early. Delay is often the difference between manageable risk and full-blown crisis.

• Aligning Incentives: Aggressive growth targets are frequent in developing markets and unintentionally encourage misconduct, if not balanced with ethical safeguards.

LESSONS FROM REGIONAL, GLOBAL FAILURES
Governance failures, both global and regional, reveal the cost of treating integrity as a formality.

Globally, Enron showed how passive boards and conflicts of interest can destroy an institution. Volkswagen demonstrated how weak ethical culture can override even sophisticated governance structures.

Integrity failures are not confined to corporations. They occur whenever those entrusted with stewardship of public or private resources prioritize personal gain over institutional purpose.

Closer to home, the ongoing controversy surrounding flood control projects offers a stark reminder that integrity failures carry consequences beyond financial loss. Reports suggest that despite massive public spending, many communities remained vulnerable to flooding, raising questions about whether public resources were used effectively and for their intended purpose.

Across Southeast Asia, similar patterns recur:

• Concentrated ownership limiting independent oversight;

• Boards reluctant to challenge controlling shareholders; and,

• Cultural emphasis on harmony discouraging dissent.

These cases differ in context but share one core issue: Integrity was present in policy but absent in practice.

Why does this gap persist?

• First, cultural dynamics: In many ASEAN societies, respect for hierarchy can limit open challenges. Consensus is valued, but it can sometimes suppress necessary dissent.

• Second, ownership structures: Family-controlled and closely held companies remain common. This can blur the line between governance and management.

• Third, growth pressure: Emerging markets prioritize rapid expansion. In the process, governance discipline can lag business ambition.

As a result, integrity risks becoming symbolic, visible in disclosures but not embedded in decisions.

FROM STATEMENT TO DISCIPLINE
For boards in the Philippines and the ASEAN, the challenge is clear: Integrity must move from aspiration to practice.

This requires:

• Genuine independence of thought;

• Safe space for dissent and challenge;

• Strong oversight of related-party transactions;

• Alignment between incentives and values; and,

• Continuous reflection on board effectiveness.

Most importantly, integrity must be demonstrated consistently, not selectively.

Integrity is not tested when decisions are easy. It is tested when choices are difficult, when relationships, performance, and principles collide. Boards must therefore confront a fundamental question: Is integrity something we declare or something we demonstrate? In the ASEAN, where trust in institutions is still evolving, the answer matters deeply. Organizations do not fail because they lack values. They fail because those values are not reflected in decisions.

They fail because those values are not reflected in decisions. The test of governance is not what boards declare but how they decide. For boards, integrity must move beyond the annual report into the boardroom itself. Only then can directors fulfill their true role as guardians of trust in the ASEAN’s growing economies.

Ma. Aurora “Boots” D. Geotina-Garcia is a member of the MAP Diversity, Equity & Inclusion Committee and the MAP Education Committee. She is a past vice-chair and president of the Institute of Corporate Directors. She was the first female chair of the Bases Conversion & Development Authority. She is president of Mageo Consulting, Inc., a company providing corporate finance advisory services.

This article first appeared on Business World Online.

More women must join company boards

IT is Women’s Month, and we call for more women to join the boards of directors of companies nationwide.

Gender diversity is an economic and governance imperative, not a slogan or a compliance check box. It has been recognized that having a board diversity policy is a move to avoid groupthink and ensure that optimal decision-making is achieved.

The Philippines has been recognized as a global leader in gender equality. It is back into the top 20, climbing five places to rank 20th out of 148 countries in the World Economic Forum’s (WEF) Global Gender Gap Report released in June 2025. With an overall gender parity score of 78.1 percent, a 0.2-point improvement from 77.9 percent in 2024, the Philippines reasserts its leadership as Asia’s most gender-equal country, ranking third in the East Asia and the Pacific region, behind New Zealand and Australia. (https://pcw.gov.ph/ph-reclaims-spot-in-global-top-20-remains-asias-leader-in-gender-equality/).

However, there is still a need to increase women representation in Philippine corporate boards. It has been reported that only 10.33 percent of directors in publicly listed companies (PLC) are women from August 2025 to February 2026. This number was already a substantial improvement (more than double) from the 4.99 percent from August 2024 to August 2025.

The NOWCD, or NextGen Organization of Women Corporate Directors, founded in 2021, aims to increase female representation in company boards. It seeks to leverage strategic partnerships to increase the number of women sitting in Philippine boardrooms to 30 percent by 2030.

The Securities and Exchange Commission (SEC) supports board diversity. At NOWCD’s general membership meeting on Feb. 16, SEC Chairman Francis Lim spoke on and affirmed the agency’s commitment to gender diversity and its support to increase more women in boards.

In this regard, Lim cited the following SEC issuances and initiatives:

– SEC Memorandum Circular (MC) 19, Series of 2016 (SEC MC 19 on the Code of Corporate Governance for PLCs), promotes gender diversity as part of stronger corporate governance and market sustainability of PLCs. Section 1.4 of SEC MC 19 recommends that PLC boards adopt a policy on diversity. This policy is not limited to gender diversity. It also includes diversity in age, ethnicity, culture, skills, competence and knowledge. A good example given is to increase the number of female directors, including female independent directors.

– Pursuant to SEC MC 09, Series of 2019, which sets out the Guidelines on the Issuance of Social Bonds under the Asean Social Bonds Standards in the Philippines, bonds have been issued to support women. ASA Philippines’ (2023) first Gender Bond in 2023 raised funds for gender-focused microfinance for women-led enterprises, and City Savings Bank’s Social Bond (2024) sought expansion of credit access for women in low- and lower-middle-income segments for enterprise development and income augmentation.

– The SEC has also given Gender and Development Awards recognizing and advancing gender-inclusive leadership since 2022, honoring organizations that strengthen women’s representation at the board level and individuals who champion sustainability with a clear social and inclusion dimension.

The Malaysian example

However, the country has yet to legislate or mandatorily require, or even strongly recommend, more women representation in boards.

We hope to follow Malaysia where all Bursa Malaysia-listed companies are required to have at least one female director on their boards. Also, the updated Malaysian Code on Corporate Governance 2021 recommends that boards comprise at least 30 percent women directors. Various organizations in Malaysia have thus launched initiatives like the Board-Ready Women Program to provide training, networking and skill development for aspiring female board members, and the creation of a registry to connect qualified women with companies seeking board members.

In any case, NOWCD, along with its partners, such as the Institute of Corporate Directors, are launching programs and forums that will help encourage women to become corporate directors, and to make them ready or prepared for the job. This is consistent with NOWCD’s mission to foster a powerful and trusted community of women corporate directors, with the goal of increasing representation of women in leadership positions of public and/or private company boards and inspire visionary boards nationwide.

Euney Marie J. Mata-Perez is a CPA-Lawyer and the Managing Partner of Mata-Perez, Tamayo & Francisco (MTF Counsel).  She is a corporate, M&A and tax lawyer and has been ranked as one of the top 100 lawyers of the Philippines by Asia Business Law Journal and is the Chair of the Tax Committee of the Management Association of the Philippines. This article is for general information only and is not a substitute for professional advice where the facts and circumstances warrant.  If you have any question or comment regarding this article, you may email the author at info@mtfcounsel.com or visit MTF website at www.mtfcounsel.com.

The article was published at the More to Follow Column at The Manila Times.

NOWCD AGMM 2026 & Induction of New Members

The NextGen Organization of Women Corporate Directors Phils., Inc. (NOWCD) held its Annual General Membership Meeting on September 3, 2026, at Manila House Private Club, BGC.

The event featured Ambassador Elizabeth P. Buensuceso as keynote speaker and inducting officer. Amb. Buensuceso, recognized as the Philippines’ Eminent Person to the ASEAN High Level Task Force, a former Undersecretary for Bilateral Relations and ASEAN Affairs, and former Philippine Permanent Representative to ASEAN. She delivered a keynote titled “Leading Across Borders: How Female Board Directors Can Shape the Philippines’ and ASEAN’s Future.” Her talk centered on the role women in corporate boardrooms can play in strengthening governance and shaping economic and policy outcomes both domestically and across the ASEAN region, tying her diplomatic background to the broader push for greater female representation in leadership.

Following the keynote, Amb. Buensuceso led the induction of newly NOWCD members, administering their oath as incoming members of the organization.

The event closed with a group photo of members and guests, reflecting the organization’s continued push to build a strong network of women corporate directors and advance inclusive, diverse boardroom leadership in the Philippines.