December 2022

SGV thought leadership on pressing issues faced by chief executives in today’s economic landscape. Articles are published every Monday in the Economy section of the BusinessWorld newspaper.
26 December 2022 Benjamin N. Villacorte

What key COP27 outcomes mean for PHL companies

It’s been almost a month since the 27th Conference of the Parties to the United Nations Framework Convention on Climate Change (COP27) concluded. In November 2022, stakeholders from the public and private sectors around the world gathered to delineate the next steps and help ensure that the existing goals to tackle the climate crisis are met.At the end of the summit, held in the coastal Egyptian city of Sharm el-Sheikh, parties instituted a landmark deal that would establish and operationalize new funding arrangements for developing countries, including the Philippines. Droughts, rising seas, typhoons, and more affect the communities in these places. The dedicated fund was pegged to provide assistance to those ruined by loss and damage caused by the worst impacts of climate change.While the Philippines stands to benefit from this move, we may have to wait for some time for the details of how this decision will be implemented. The rate at which global temperatures are rising makes climate change not only an environmental issue but also an economic and social concern. We need all the help we can get to reduce greenhouse gas emissions through bolstered technology, finance, and capacity building.BUSINESSES AND DECARBONIZATIONWithin five years, the average global temperature could pass the target limit of 1.5 degrees Celsius set in the Paris Agreement if our collective will to prevent it slackens. COP27 reaffirmed its members’ commitment to avoid this, but countries, businesses, and civil society must collaborate to ascertain a tangible outcome.In particular, private sector organizations are well-positioned to be a force for good on the path to sustainability. In the Philippines, while the government leads COP27 efforts, companies can work hand-in-hand to ensure financial and human resources are channeled toward aligning with global decarbonization targets.Alignment and financing are significant factors in adaptation, which is on the country’s agenda alongside securing financial support from developed nations. Matching current targets and goals is crucial in cutting emissions drastically; exceeding them can have opposite effects we might not be prepared to handle. Funding must also flow in support of building climate resilience. Underfinancing adaptation poses more risk and focusing on mitigation strategies could be more costly.With their influence and levers for change, businesses and institutional investors can tackle the big sustainability challenges by:• Becoming leaders in the decarbonization journey and going beyond what’s legally required (more on this later), such as reducing pollution and other environmental impacts for businesses and supporting green initiatives for investors;• Engaging key decision-makers and clients across many areas like climate security, decarbonization, food security, sustainable finance, and gender equality to increase collaboration and facilitate collective action; and• Fostering innovation that drives change.Climate change innovation and investment can be further strengthened by the government’s formation of local policies and guidance and the promotion of partnerships with the private sector.CLIMATE-RELATED DISCLOSURESWhat’s noteworthy is that more and more companies worldwide are disclosing climate-related financial information: a way for them to communicate with stakeholders, including investors and potential investors.The fourth EY Global Climate Risk Disclosure Barometer reveals that corporate reports scored 84% — climbing from 70% — for their coverage of the Task Force on Climate-related Financial Disclosures (TCFD) recommendations. In terms of the quality of disclosures, the average score was 44%, just slightly higher than last year’s 42%. Both figures are up, but there’s clearly a gap between coverage and quality that must be addressed to enable businesses to deliver meaningful disclosures around the challenges they face.Philippine companies should work twice or even thrice as hard to accelerate their efforts. They must improve their disclosures by following the TFCD and increasing the quality of their reports at the same time. And to truly deepen their reporting, it is imperative to address the global climate problem by materializing concrete actions. They would need to re-strategize or embed decarbonization efforts in their corporate policies and long-term plans.This commitment will soon become more than just an option for publicly listed companies (PLCs). In 2019, the Securities and Exchange Commission (SEC) released a memorandum that required PLCs to report on the management of their economic, environmental, social, and governance (EESG) impacts in a “comply or explain” approach. It means PLCs can attach their sustainability reporting template to their Annual Report and provide explanations for items they have no data on — all within the first three years upon implementation. That three-year window is closing as the SEC plans to make sustainability reporting mandatory for all PLCs by 2023.To complement the SEC’s efforts in mainstreaming EESG disclosures among PLCs, the Philippine Financial and Sustainability Reporting Standards Council (FSRSC) recently approved the formation of the Philippine Sustainability Reporting Committee (PSRC). The PSRC, composed of members from accounting firms, regulatory agencies, academic institutions, and industry associations, will provide technical assistance to the FSRSC on the adoption and issuance of sustainability reporting guidelines and standards in the Philippines. To achieve this, the PSRC will leverage the guidelines from the International Sustainability Standards Board, which are expected to be released in 2023.ENERGY INDUSTRY TO TAKE THE LEADImproving climate disclosures for greater transparency and accountability is just one facet of the journey. Companies must develop roadmaps with short-term, medium-term, and long-term goals and design concrete steps to achieve them.Those with the most significant exposure to risk can and should lead the way in managing it. There are two things to focus on: 1) how they adapt their own assets to changing climate conditions and 2) how they handle resources, such as water, to ensure efficiency and avoid harming the resiliency of other industries.In this light, the energy industry has much to gain and to lose. Eliminating greenhouse emissions is the first hurdle to meet, which ties in closely with limiting dependence on fossil fuels. Shifting to renewable energy sources should continue to grow to balance how the sector generates the capacity needed to power our post-industrial world.Meanwhile, innovation and investments in the agriculture, food, and forest products sector should also be directed toward activities that enhance adaptability. On-farm emissions usually come from livestock, soil management, and practices like rice cultivation and crop fertilization. Changing the way we farm — making it greenhouse gas-efficient — involves the use of technologies that can be scaled across regions and production systems.We cannot talk about significant climate action without dealing with the plastic crisis. With 400 million tons of plastic waste produced every year, the sector will continue to rely on fossil fuels (from which the chemicals used in creating plastic are sourced). Funding the shift to plastic substitutes is vital, but just as valuable and urgent is the need to push policies to stop the illegal traffic in plastic waste.COMMITMENT INTO TANGIBLE ACTIONThe climate crisis requires everyone’s concerted effort. It’s an all-hands-on-deck type of situation. We need solutions that aggressively tackle the climate problem. Businesses should begin to feel the urgency of investing time, resources, and leadership efforts into long-term, sustainable performance, which includes funding relevant technology like data and analytics for developing early warning systems; and pursuing innovation in areas like agriculture, applied materials, and biofuels. It is also their duty to provide more sustainable choices to consumers.Our corporate report scorecards show there are still gaps in the communication between companies and stakeholders. Through improved ESG disclosures, businesses can be more transparent and earn long-term investors’ trust. This setting and meeting of expectations can help both sides assess performance and address risks and opportunities that translate to investment and innovation. Such actions would translate to a greater impact than just pure commitments.The race is on to find climate-related solutions that can scale rapidly. Businesses and investors should see it as an investment with a payoff that is worth so much more in the long run: the lives that will be saved and the survival of this planet. This article is for general information only and is not a substitute for professional advice where the facts and circumstances warrant. The views and opinion expressed above are those of the author and do not necessarily represent the views of SGV & Co.Benjamin N. Villacorte is a Partner from the Climate Change and Sustainability Services team of SGV & Co.

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19 December 2022 Warren R. Bituin

Cybersecurity as a board priority

Cybersecurity came to the forefront of critical concerns when companies had to shift to remote working at the height of the pandemic. Businesses continued to accelerate their transformation to address disruption, but many did not consider cybersecurity as part of the decision-making process — likely due to business urgency or oversight. As a result, as much as 73% of Asia-Pacific businesses saw an increase in disruptive attacks, according to the EY Global Security Survey 2021 (GISS), with new vulnerabilities entering the rapidly evolving business environment.The industrialization of cyberattacks led to an increase in their volume and severity, but Chief Information Security Officers (CISOs) are faced with challenges that inhibit the cybersecurity function. These include inadequate budgets, which can be seen in the cyber spend of Asia-Pacific businesses totaling only 0.05% of their annual revenue, according to the GISS. This cost-cutting has severe implications, as the GISS reveals that 41% of businesses in the APAC region expect major breaches that could be anticipated and averted with better investment. There is also a lack of preparedness due to the limited visibility of cyber risk within an organization, coupled with outdated or disparate regulations.The GISS further shows that CISOs demonstrate a lack of confidence when faced with threat actors. Cybersecurity strikes a fine balance between usability, security and cost, but it is only possible if the board is proactively testing and challenging the existing status quo.BOARD RESPONSIBILITIES TOWARDS CYBERSECURITYBoard members must review the company organizational structure to ensure that the cyber security function is adequately represented, and should promote systemic resilience and collaboration to account for risks stemming from broader industry connections. They should encourage a continuous analysis of comparative metrics, such that industry-accepted cyber frameworks guide data driven decisions, aligning risk appetite with organizational goals and strategy. It is imperative to understand tomorrow’s cyber threats today by proactively investigating emerging threats.Board directors will have to identify their business-critical systems and data, and how their criticality is assessed. They are responsible for key business risks per local applicable Corporations law requirements. In some jurisdictions such as Oceania, directors are now required to take all reasonable steps to be in a position to “monitor and guide” the company and have information made available to them to exercise their responsibilities.The board must also determine how effective the controls protecting their critical systems and data are, and how often these are tested. In addition, they have to be aware of how their current data privacy and data retention policies align with government and industry regulations, and how third-party suppliers are protecting the company systems and data. Moreover, cyber investments must be focused on mitigating the risk scenarios that the company would be most exposed to.  In case of a cyber incident, there has to be an organization-wide response plan capable of addressing it, where employees understand their roles in managing the crisis.It is the responsibility of directors to consider proactive management of the risks associated with critical assets and data to maintain market and consumer trust, as well as adhering to legislative obligations or best practice expectations to secure personal information.Thus, it is important to hear from external sources, not just management, about the potential threats and the independent assessed level of controls currently in place. While management can provide updates on the status of the company’s cybersecurity programs, an independent party can help the board gain assurance that the programs are adequate with respect to the existing cyber threats that the company is facing.CYBERSECURITY INSIGHTS FOR BOARDS TO CONSIDERAccording to the EY Global Risk Survey (2020), boards stay updated through external advisors or industry analysts (40%), interactions with or data on peer companies (32%), and through management briefings (20%). Almost half of the surveyed respondents consider unfavorable economic conditions, cyber incidents and the pace of technology change to be their top risks.In light of this, there are several insights gleaned through director dialogues held through the survey. One is to set the cultural tone — boards must demonstrate that cybersecurity and privacy risk are critical business issues by increasing the board and/or committee’s time and effort spent discussing the topic. They must also stay updated by increasing the frequency of board and/or committee updates on specific actions to address new cybersecurity and privacy issues and threats.Moreover, boards must understand the necessary protocols. They have to obtain a thorough understanding of the cybersecurity incident and breach escalation process and protocols, including a defined communication plan for when the board should be notified. By understanding the processes of management to identify, assess and manage the risk associated with service providers and supply chains, they can better manage third party risk. Boards also have to test response and recovery by enhancing enterprise resilience and having the company’s ability to respond and recover tested through simulations and arranging protocols with third-party professionals before a crisis. Lastly, boards must monitor evolving practices. They should stay attuned to evolving board and committee cybersecurity oversight practices and disclosures, including benchmarking against peer disclosures for the last two to three years.SUCCESSFUL AND SECURE TRANSFORMATIONBoards must have a clear understanding of the company’s cybersecurity program and how they are effectively implemented to address immediate and near-term cyber threats.  Fortifying cyber resilience requires boards to act decisively as major pressures threaten the ability of cybersecurity to effectively address potential risks. They must play an active role in bringing cybersecurity to the rest of the business. By taking more time to discuss cybersecurity risks, the board can send a clear message that the cybersecurity function is a strategic business partner, and that the risks involved are critical business issues. Not only will this help the cybersecurity function work more effectively with the business, but it will also help the function execute transformation programs that are successful and cyber secure. This article is for general information only and is not a substitute for professional advice where the facts and circumstances warrant. The views and opinion expressed above are those of the author and do not necessarily represent the views of SGV & Co.Warren R. Bituin is the Technology Consulting Leader of SGV & Co.

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05 December 2022 Margaux A. Advincula and Donna Frances Ylade-Torres

Brace for impact: The future of taxation

In a span of three months, we have published a series of articles based on carefully curated topics from the first-ever SGV Tax Symposium held on Aug. 7. These articles covered pivotal areas and emerging developments in taxation significantly affecting the business landscape in the Philippines.In this last article of the 1st SGV Tax Symposium publication series, we are putting a spotlight on the proposed digital transformation in tax administration so that readers can better brace for the impact of the future of taxation in the Philippines.PROPOSED DIGITAL TRANSFORMATION IN TAX ADMINISTRATIONDigital agility was never more pivotal than during the pandemic. Globally, businesses are finding themselves on the frontlines of rapid digital transformation.Following suit, tax regulators are harnessing digital tools to automate tax invoicing and reporting, simplifying tax policies and compliance for a more seamless taxpayer experience, and automatically integrating taxation processes into taxpayer systems for accelerated tax revenue collection.Regulators are likewise leveraging information from digital analytics tools and data shared by global tax administrations to extract errors and inconsistencies, enabling them to automate checks and audit selection processes. The digitalization of multi-jurisdiction reports filed by companies further enables regulators to access, assess and compare tax loopholes, trends and risks, thus enhancing the efficiency of tax revenue programs.In the Philippines, the Department of Finance (DoF) is adopting a Medium-Term Fiscal Framework (MTFF) as the government’s economic blueprint to enhance the efficiency of the tax system. The Bureau of Internal Revenue, in particular, has been improving its online filing and payment systems, introducing mandatory e-invoicing in pilot programs and deploying an automated tax registration system for selected taxpayers (i.e., Online Registration and Update System).The MTFF is further accelerating priority tax measures to catch up with the digital economy, such as the imposition of VAT on digital service providers and reinforced tax collections from online content creators, which are expected to bring significant additional tax revenue. With efficient tax administration through digitization, the DoF is optimistic that the economy will continue to bounce back to its pre-pandemic high-growth trajectory.FUTURE OF TAX AS A DOUBLE-EDGED SWORDThe future of tax can be a double-edged sword. With the digital revolution already transforming tax administration around the world and rapidly becoming sophisticated and agile, it cannot be ignored that it will also deliver sharp, costly and taxing changes in the way we navigate the tax ecosystem.Critical to businesses is whether they have the right technology, infrastructure and upskilled talent who are fast enough and prepared to ensure that their tax functions are ahead of the regulators, and that they are digitally ready for an advanced level of scrutiny. Without a future-ready tax function, companies may be exposed to new tax risks.Therefore, with the ascendance of technology, the tax function can no longer remain a mere support system in business organizations. The tax function must transform into a key business and strategic partner of operating units. In essence, the value of the tax function to companies has never been as important as it is now.An important assessment that needs to be made in a future-proof tax function is the choice of automation tool such as robotics and artificial intelligence (AI). These solutions can be fast, systematized and less prone to errors, but they can fall short in areas where human insight, experience and judgment are required.Without a doubt, rapid technological change can also play a massive part in identifying shadow economies and curbing any informal activities and interactions among the players, which in turn, will create opportunities for regulators to recover missed tax revenue arising from under-reporting of sources of income or non-registration of businesses. However, with the sudden growth of various business models (e.g., e-commerce, e-banking, e-education, e-health), and the proliferation of shadow economies, it will be no surprise if regulators eventually utilize these digital platforms as extended agents to carry out the tax administration processes within their jurisdictions.However, it is also important for regulators to understand the need to strike a balance between increasing government coffers through greater tax collection efficiency and sustaining local entrepreneurship by strengthening taxpayer morale while also increasing taxpayer confidence in a progressive tax system.PRIORITY SOLUTIONSOrganizations should continuously re-assess their operating model and functions to identify gaps in data, technology and people, as well as to meet the heightened level of tax and regulatory compliance brought about by the pivotal shift towards the future of taxation in the Philippines.To achieve this, companies can prioritize the following solutions to brace for the impact against the future of taxation:1. Meet compliance obligations by upgrading the tax function, either by investing in advanced digital technology for accurate tax reporting, or outsourcing it to expert tax advisers who can leverage high-end technology solutions that may otherwise be too costly for companies to acquire on their own;2. Reshape human resource functions through a well-designed global mobility program with comprehensive employment, tax and immigration solutions ahead of any modern workforce disruption;3. Prepare a well-developed transfer pricing framework that is globally cohesive and aligned with contemporary international tax rules governing cross-border transactions;4. Provide internal tax teams with adequate support from tax advisers who have relevant expertise in dealing with multi-jurisdictional tax controversies; and5. Revisit indirect tax compliance and customs reviews focusing on disruption to globalization and digital trade.With the rapid use of technology to make tax administration more advanced, efficient, seamless and integral to the natural systems of businesses, it is imperative for companies to stay at the forefront of these changes. Those that do not keep up could find themselves left behind and exposed to new tax and reputational risk.Indeed, the future of taxation in the Philippines has begun. Whether it is viewed as positive or negative, it is here to stay. The question to companies now is — are you ready? This article is for general information only and is not a substitute for professional advice where the facts and circumstances warrant. The views and opinions expressed above are those of the authors and do not necessarily represent the views of SGV & Co.Margaux A. Advincula is a lawyer, tax partner and the head of the SGV Clark Office and Donna Frances Ylade-Torres is a lawyer and tax senior director.

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05 December 2022 Margaux A. Advincula

Clark, ready for takeoff as the Philippines’ city of the future

On Nov. 7, SGV Clark successfully launched the inaugural publication of Doing Business in Clark: 2023 Edition to key officers of Clark-based organizations, such as the Bases Conversion Development Authority (BCDA) and Clark Development Corp. (CDC), representatives of embassies, as well as the Clark business community. The publication is an iteration of SGV’s Doing Business in the Philippines brochure series, which highlights the excellent investment opportunities in the country and in various localities.Clark, which rose from the ashes of the 1991 Mount Pinatubo eruption and became a prime investment destination in the Philippines, is composed of the Clark Special Economic Zone (CSEZ) and Clark Freeport Zone (CFZ). Clark is further subdivided into four main districts: the CFZ, Clark International Airport, Clark Global City, and New Clark City (NCC). Administered by the BCDA and CDC, Clark has registered more than a thousand export and domestic market enterprises in manufacturing, information technology and business process management (IT-BPM), aviation, logistics and tourism sectors, among others. The CDC has disclosed on its website that it is a home to key investors from South Korea, the US, Australia, and Japan.The catchphrase coined by the BCDA and CDC, “Clark: It Works. Like a Dream” sums up what they say Clark stands for: efficiency, processes that actually work, convenience and ease of doing business. While locators continue to face challenges, mainly due to changes in tax rules and the pandemic, they say that Clark remains attractive to investors because of the ease of doing business, tax incentives, a rich talent pool, and infrastructure connectivity, to name a few.To ensure ease of doing business, the CDC operates a one-stop shop that promotes efficiency in the registration process. It is currently working on automating and streamlining processes that promise application approvals in less than three weeks. Unlike in other locations, businesses have to deal with only the CDC to locate in Clark. This removes the need for dealing with a number of government agencies, which can delay permits and licenses.From a tax perspective on fiscal incentives, the Corporate Recovery and Tax Incentives for Enterprises Act (CREATE Act) now allows the CDC to grant an income tax holiday (ITH) for a number of years depending on the project’s classification in the Strategic Investment Priority Plan (SIPP) subject to approval of the Fiscal Incentives Review Board for investments of more than P1 billion. The SIPP supports technological advancement, research, and innovation on top of the current SIPP-eligible activities in Clark. Existing locators continue to enjoy incentives under the 10-year transitory provision of the CREATE Act. Exporters can opt for a 5% special corporate income tax or enhanced deductions after the ITH period. Clark also ensures free flow of goods and grants duty and VAT exemption to qualified imports.  To better attract local talent, the BCDA promotes a “Live, Work, Play” lifestyle in Clark that fosters innovation and inspiration. A number of Metro Manila businesses have recently expanded to Clark to cater to talent demand and take advantage of the talent pool in Central Luzon. Clark’s accessibility to nearby cities also makes it an excellent choice for hosting international and local athletic competitions.The BCDA has also lauded Clark’s accessibility with its infrastructure network that promises a strategic international and domestic location for investors. On Sept. 28, President Ferdinand R. Marcos, Jr. formally inaugurated the new world-class and state-of-the-art terminal of the Clark International Airport (CRK). CRK can welcome eight million additional passengers annually and is equipped with the latest technologies to make travel easier. The Philippine National Railways Clark (PNR Clark), the northern section of the North-South Commuter Railway, is also expected to significantly reduce travel time from Clark to Metro Manila to less than an hour.The iconic Sacobia Bridge, the cover photo of Doing Business in Clark: 2023 Edition, connects the present CSEZ to the NCC. The NCC envisions itself as the future smart city in the Philippines. It is currently home to the National Government Administrative Center, Athletes’ Village, Aquatics Center, Athletics Stadium, and the Filinvest Innovation Park. The NCC has announced that it will soon have an integrated luxury mountain resort that will host golf courses, ultra-luxury hotels, premium villas, an international school, and a public park. It will also benefit from the Luzon Bypass Infrastructure Project, which will equip it with digital connectivity comparable to South Korea and Japan.All of these developments support the CDC’s vision for Clark to become a modern sustainable aerotropolis and a premier business destination. As a haven for meetings, incentives, conferences and exhibitions (MICE) and home to major investors in the semiconductor, IT-BPM, and tourism sectors, Clark is developing to be the Philippines’ city of the future.In fact, in September, the BCDA signed a Memorandum of Understanding with Enterprise Singapore to create a framework for affordable housing, estate management, transportation, solid waste management, waste-to-energy technology, smart cities, sustainability, green data centers, urban development and people-centric programs. Businesses in these sectors would benefit from the incentives of a future Clark registration. There are also pending bills in Congress that support Clark’s development as a priority investment destination in the Philippines, and in Asia.The launch of Doing Business in Clark, therefore, supports the government’s efforts to promote Clark as Asia’s investment haven. Borrowing the words of Finance Secretary Benjamin E. Diokno in his message for Doing Business in Clark, “The best time to do business in the Philippines is now.” Indeed, and one of the best places to do this is in Clark.The history of Clark, starting from a US military base and becoming a prime investment hub, demonstrates its resilience and high potential. It is, perhaps, best represented by the Sacobia bridge, which was somewhat whimsically described in one of the BCDA’s 2020 newsletters as connecting not just the old and the new Clark, but also linking the nation’s heritage to promising times ahead.Certainly, setting up new business operations, or moving existing ones, is a complex process. However, investors and businesses who can meet the requirements set out in the CREATE Law and other legislation would do well to consult with trusted business advisors on whether the advantages of doing business in Clark will make it worth their while and present long-term strategic opportunities for their enterprises. This article is for general information only and is not a substitute for professional advice where the facts and circumstances warrant. The views and opinion expressed above are those of the authors and do not necessarily represent the views of SGV & Co.Margaux A. Advincula is a lawyer and Tax Partner of SGV & Co. and the Head of the SGV Clark Office.

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