Swimming Against the Current

S.D.C. Governance: Work In Progress

By DR. JESUS P. ESTANISLAO
February 7, 2012, 2:00am

MANILA, Philippines — Suarez Development Corp. (SDC) is typical of many family businesses in the Philippines: its corporate governance improvement is still very much a work in progress.

Through corporate governance, SDC is seeking to transform itself: from a corporation with a paper Board to one where all directors get involved in a formal board process, which calls for regular board meetings and formal board records.

Some urgent transformation is indeed called for in decision-making within SDC. For all practical purposes, it involves only one person – in this case, Pol, the oldest of the four siblings of the Suarez family. He has been calling all the shots, and the other siblings simply gave their assent. Moreover, the way Pol has been running the SDC business has been typical and “traditional.” His management style has been one of “command and control”; and among Pol’s subordinates, there has been very little structure. Everyone answered to him, and everyone simply followed his orders. Some radical change in this regard is needed: Pol is already old, and his health is no longer good.

In many ways, however, SDC has been blessed. The legacy from the founding matriarch, Loreto, has been terrific. The mutual trust among the 4 siblings has been very good. The businesses of SDC have been doing well, even without much innovation: They have always been profitable, and with little expansion, it has been cash-rich. It has not used its financial leverage; and like many traditional businesses, it allowed many opportunities to pass by. However, the siblings now agree very strongly that change is urgently called for. They are not getting any younger, and their own children are beginning to have careers of their own. Moreover, there is no guarantee whether the consortium of cousins would have the same sense of solidarity and mutual trust as their parents have felt and observed in relating with each other.

In this light, Cecil, the youngest of the siblings, has brought in a corporate governance framework into the deliberations concerning SDC. She has pushed for a governance charter; in fact, she got her other siblings to agree on the core values, mission, and vision for SDC. With the support of her sister, Charo, she has persuaded her other siblings to engage in a SWOT analysis of SDC; and based on their common reading of SDC’s strategic situation, they brought out the main relevant issues they need to resolve in order to arrive at a set of comprehensive strategic priorities they can put into the SDC strategy map. Their discussions went even further: these extended into possible strategic initiatives, with possible measures to track performance, and targets for 2012 up to 2017. They have agreed to put in place a set of performance scorecards, which they intend to use in overseeing and executing the strategy map that should emerge from their further discussions in early 2012.

SDC, therefore, has the complete framework for initiating a corporate governance improvement program. Depending on how soon the siblings can agree on the strategic priorities as well as the performance scorecard for SDC, they can soon complete the initiation of SDC into modern corporate governance; and they should well be on the way towards transforming SDC into the family corporation they envision by 2017 or 2019 at the latest. This would be more than a fitting tribute to the life and legacy of their extraordinary mother, Loreto.

 

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