MAP Insights

When I learned that I was nominated for the “MAP Management Man of the Year” Award, I asked if I could be withdrawn from consideration.

 

I didn’t think I had done anything extraordinary to deserve the nomination.

 

You see, Washington SyCip, Cesar Virata, Cesar Buenaventura, and my father, David Consunji, were my real-life heroes.

 

Growing up, I witnessed their brilliance, passion, and love for our country. I saw how they shaped their professions, championed progress, and made life better for others.

 

In my mind, they were in a different league altogether.

 

So, imagine my shock when I received a call from Cesar Buenaventura telling me that I was this year’s awardee.

 

If my father was here today, I’m sure he would laugh and say, “Pano nangyari yan, eh kamote ka?”.

 

Dad, wherever you are, I hope this kamote made you and Mom proud.

 

Ladies and Gentlemen!

 

Some people see life as a series of moments. For me, being an avid reader, I see it as a book with blank chapters.

 

You pen your own story and hope that in the end, it is one worth reading and retelling.

 

This is my story.

 

Engineering comes from the Latin words ingeniare and ingenium, which mean “to devise” and “cleverness”.

 

I’m referencing these terms to give you an idea of how I came to be.

 

You see, I never set out to become an engineer. Initially, I was an Economics major at Ateneo.

 

But after seeing the mini skirted ladies in UP Diliman, I devised a way to convince my parents to let me transfer schools.

 

I told them that I wanted to take up Civil Engineering—just like my father. Elated with my decision, they allowed me to enroll in UP.

 

Unfortunately, my cleverness did not translate to strong academic performance. It took me six years to finish a five-year course.

 

I wasn’t interested in studying so I stopped for two semesters. To earn some money, I worked in our motor pool division and logging concession.

 

The time I spent on the field was enlightening and formative for me.

 

At the age of 18, I learned how to deal with difficult employees, angry suppliers, and tough customers.

 

Just as crucial, I discovered the importance of productivity, efficiency, and cash flow when running a business.

 

In millennial parlance, I was hashtag adulting.

 

Eventually, I went back to UP to finish my degree. I also took the civil engineering board exam to appease my mother.

 

As the first-born son and second of eight children, I had more than my fair share of tender loving care—may kasama pang palo at sermon.

 

I was a handful growing up, and my father did his best to instill discipline in me.

 

Many of you knew my father and his remarkable work ethic.

 

He was thorough, structured, and extremely hardworking. He lived and breathed construction, and his passion to build made him an industry legend.

 

Even in his 90s, he would go around our construction sites, meticulously drilling our project managers on their work programs.

 

I saw construction through a different lens. To me, it was a business tool and not an end in itself.

 

I was more interested in finding ways to leverage my technical background to identify and maximize commercial opportunities.

 

That’s when I realized that I’m more of a business manager than an engineer. My interest was in value creation and business transformation, not solely construction.

 

So, I decided to enroll at the Asian Institute of Management to learn more about the “science” of business and management.

 

Unfortunately, I never completed my management course. I became too busy with our hotel projects for the International Monetary Fund conference in Manila.

 

However, the time I spent at AIM was invaluable as it cemented my passion for business.

 

When D.M. Consunji, Inc., or DMCI, was founded in 1954, my father’s ultimate objective was to build not only an enterprise but an institution.

 

By that, he meant a business that could provide stability, service to the community, and protection to its people.

 

But fast-forward thirty years, and still, we were nowhere near that.

 

Ironically, after completing the world’s biggest palace and royal residence in Brunei, DMCI had to retrench many of its best engineers and workers because there was no work coming in.

 

At that time, the Philippine economy was in disarray. Construction demand also dried up almost immediately after the assassination of Senator Ninoy Aquino.

 

As you all know, laying off people is one of the toughest decisions a company could ever make. It affects the health, livelihood, and well-being of employees, as well as their families.

 

But being a contractor, we had very limited survival options.

 

We couldn’t formulate a corporate plan or strategy because we were always dependent on the kind of projects our clients will do or won’t do.

 

And so, from being a contractor, I convinced my father to become an investor as well.

 

In 1995, we listed DMCI Holdings and raised enough funds to expand and diversify into other industries.

 

We acquired assets and invested in projects that could generate revenues and growth for DMCI.

 

That decision brought us closer to building an institution.

 

Today, the DMCI Group has a total workforce of over 35,000.

 

We have engineers and foremen who have been with us for more than twenty, thirty years. Some of their children have even found employment in our companies.

 

Our business portfolio currently includes energy, real estate, mining, and water distribution—all of which draw from our engineering and construction background.

 

I must admit that luck played a big role in our expansion.

 

In certain cases, we were delivered from failure and financial ruin by commodity rallies, financial downturns, and wise advice from good friends.

 

It also took us decades to get to this point. And the process—while fulfilling—was many times daunting, painful, and draining.

 

Looking back, I can think of three galvanizing moments for the DMCI group:

 

A year into our listing, the Asian Financial Crisis happened. The whole country had no liquidity, and banks did not renew our short-term credit lines.

 

To generate liquidity, we formed DMCI Homes to turn our idle land into residential condominiums.

 

It took us eight iterations before we got the two-bedroom format right because we knew little about the real estate market.

 

We were a bunch of engineers who tried very hard to become developers, marketers, and salespeople.

 

I credit Freddie Austria and his team for making DMCI Homes a viable business and a market leader in its main product segment.

 

In the late 1990s, we invested in what others then considered a zombie company.

 

Semirara Coal Corporation was not only heavily indebted and hemorrhaging money, its product was also rejected by the market. It was even referred to as Semirara clay.

 

To transform the company, we focused on raising production and improving coal quality.

 

We changed our mining method from continuous mining to selective mining, and put up a coal washing plant on the island.

 

These initiatives allowed us to create new domestic and foreign markets for Semirara coal.

 

It was my brother Victor and his trusted lieutenant George San Pedro who spearheaded the transformation and rallied our people to embrace these changes.

 

Because of their collective effort, Semirara Mining and Power Corporation is now the most modern coal mine in the country, accounting for over 96 percent of domestic coal production.

 

Another galvanizing moment was our acquisition of Maynilad, in partnership with Metro Pacific Investments Corporation of Manny Pangilinan.

 

In 2006, it was our single biggest investment and most dramatic fund-raising activity. Wala kasi kaming pera nun.

 

Herby Consunji moved mountains to raise the PhP3 Billion we needed for the Maynilad bid. He borrowed money from multiple sources and mortgaged our Semirara shares and DMCI Homes’ contracts-to-sell.

 

Knowing that we would lose our shirts if our joint venture failed, Herby agreed to be the sole DMCI management representative in Maynilad.

 

Together with Babes Singson and Randy Estrellado of Metro Pacific, they did much of the heavy lifting to turn Maynilad around.

 

In the Book of Proverbs, King Solomon wrote that iron sharpens iron, so likewise, one person sharpens another.

 

I have been very fortunate to be surrounded by these exceptional people who sharpened me into becoming the manager and leader I am today.

 

I will always be grateful for the roles they played in my life.

 

At this point, I would like to acknowledge a few more people who were instrumental in redefining the future of the DMCI Group.

 

I proudly share this honor with them—

 

My siblings, who support and work together with me in our public and private companies: Ate Jing, Jorge, Lucy, Cristina, and Dinky.

 

Dad was correct when he said, “none of us is as good as all of us”.

 

He knew we had different strengths and weaknesses, so he insisted that we all work together.

 

I’m glad we followed his advice.

 

My parents and siblings, Victor and Nene. I wish they were here to share this moment with the rest of our family.

 

Our board of directors—both past and present—for their invaluable time and wisdom.

 

Their guidance over the years has made our family better stewards and managers.

 

I would particularly like to thank Cesar A. Buenaventura (CAB), the first civil engineer of DMCI.

 

As my mentor and vice chairman at DMCI Holdings, CAB showed me that engineers can be great managers in whatever industry they choose to be.

 

Our professional managers whose determination and hard work allowed our companies to survive many challenging times.

 

Know that I appreciate you all immensely.

 

The thousands of DMCI workers who—day in and day out—perform difficult, demanding, and sometimes dirty work so we can deliver quality products and services on time (well, at least most of the time).

 

Thank you for everything!

 

Our creditors, clients, and other business partners—particularly, Tessie Sy-Coson and the team of Nestor Tan in BDO—Ed Francisco and Walter Wassmer.

 

Thank you for not pulling the rug from under us when the going got tough, and for always giving us the financial backing we needed to grow our businesses.

 

And to the countless, nameless others who trusted and supported our companies all these years—

 

Maraming, maraming salamat sa inyong lahat.

 

My story is nowhere near done.

 

I think I have enough gas in the tank to start a second career. In a few years, I may just surprise all of you.

 

With more idle time, I hope to foray into agriculture and create sustainable value in the countryside.

 

But I think I’ve taken enough of your time.

 

So, I’d like to end my speech by sharing some life lessons from my 50 years as a management professional.

 

I hope that these lessons will find their way into the consciousness of our next-generation leaders and managers.

 

First, play to your team’s strengths.

 

When we were building our business portfolio, we didn’t have much financial strength.

 

I had to be cautious in our investments. I would always ask myself: Do we have the organizational competence to make up for our small balance sheet?

 

As leaders and business managers, we need to have a clear understanding of our organization and what our people can do.

 

I firmly believe self-knowledge and humility lead to better decision-making.

 

That’s pretty much the reason why we’re not in the hospitality or entertainment business. Hindi namin kaya ngumiti buong araw.

 

Second, strive for a win-win outcome.

 

In 1997, we issued preferred shares to raise PhP2.4 Billion for our expansion plans. Unfortunately, the coal, construction, and real estate markets took a nosedive, and so did our profitability.

 

We struggled to meet our payment obligations, and this caused an uproar among our shareholders.

 

It was Bobbit Panlilio, then PCIBank COO, who got us through that difficult period.

 

Following his personal advice, we formulated different repayment options for our shareholders. In doing so, we did right by them and escaped corporate bankruptcy.

 

To this day, I remind our people at the DMCI Group: When you invite others to a party, make sure that everyone eats.

 

Whether in business or in social gatherings, wala dapat nagugutom.

 

Third, spread the sunshine.

 

I thank Dr. Bernie Villegas for teaching me this lesson.

 

He was responsible for instilling a spiritual character into my work. Through him, I realized that making a profit is not the sole objective of business.

 

Instead, business should be a catalyst for shared prosperity. We should do what we can to bring sunshine into the lives of our fellow Filipinos.

 

I don’t consider myself a religious man, but I believe that your work can be your prayer.

 

Ladies and gentlemen, that is my story, so far.

 

With the urging of Dr. Villegas, I hope to pen new chapters about my second career and agricultural initiatives.

 

I look forward to sharing these with you someday soon.

 

Thank you for listening.

 

And to the Board of Governors led by President Babes Singson, as well as the members of the MAP Management Man of the Year Search and Judging committees, my sincerest gratitude for this distinct privilege.

 

I believe that this is the highest recognition that a Filipino management professional could ever receive, and I am humbled to be this year’s awardee.

 

(This was lifted from the author’s Acceptance Speech as the MAP “Management Man of the Year 2022” Awardee. He is Chair and President of DMCI Holdings, Inc. Feedback at <map@map.org.ph>.)

ed that in no case shall the investments for establishing a store be less than the Philippine Pesos equivalent of US$30,000, which “may be wholly owned by foreigners.”

 

(c)      Category D – Enterprises specializing in high-end or luxury products with a paid-up capital of the Philippine peso equivalent of US$250,000 per store, open to foreign retailers or wholly-owned by foreigners under the conditions provided in the RTLA.”

 

As now amended by RA 11595, the RTLA provides:  (a) a uniform minimum paid-up capital of P25M, (b) a reciprocity by the country of origin allowing the entry of Filipino retailers, and (c) per store investment of P10M, for retail enterprises with foreign ownership.

 

Essentially, RA 11595 removed the remaining reservation clause for Category A retail trading in favor of Filipino citizens and domestic juridical entities wholly-owned by Filipino citizens, by formally opening the entire retail trade industry to foreign retailers, subject only to compliance with paid-up capital requirements, reciprocity of country of origin, per store investment requirements, and other conditions discussed hereunder.

 

It is our position that with the amendment of the RTLA under RA 11595, there is no legal basis to ban foreign investment in the retail trade industry, much less to apply the provisions of the Anti-Dummy Law to Philippine citizens allow foreigners to invest in retail trade enterprises with paid-up capital of less than P25M.

 

Salient Historical Background on Philippine Retail Trade

 

The SC in its decision in Inchong v. Hernandez, recognized the importance of retail trade in the national economy: “Under modern conditions and standards of living, in which man’s needs have multiplied and diversified to unlimited extents and proportions, the retailer comes as essential as the producer, because thru him the infinite variety of articles, goods and commodities needed for daily life are placed within the easy reach of consumers. Retail dealers perform the functions of capillaries in the human body, thru which all the needed food and supplies are ministered to members of the communities comprising the nation… The retailer, therefore, from the lowly peddler, the owner of a small sari-sari store, to the operator of a department store or a supermarket is so much a part of day-to-day existence.”

 

The enactment in June 1954 of the old RTNL or RA 1180, which nationalized the country’s entire retail trading system by expressly reserving the commercial sector only to Filipino citizens and domestic juridical entities (partnerships, corporations and associations) 100%-owned by Filipino citizens, was held to have sprung “from deep, militant, and positive nationalistic impulse” which sought to “protect citizen and country from the alien retailer.”

 

Employing the “control test” for determining the nationality of corporations based on the nationality of the stockholders who control the capital stock, the SC held that even domestic juridical entities engaged in retail trade (partnerships, associations and corporations) could not even accept any minority equity investments from foreigners since RA 1180 required their equities to be wholly-owned (100%) by Filipino citizens. In short, the old RTNL prohibited foreigners from both engaging in retail trade and investing in juridical entities engaged in retail trade.

 

Almost half a century later, the RTLA liberalized both the engaging and investing sides of the retail trade industry in accordance with the declared policy of the State “to promote consumer welfare in attracting, promoting and welcoming productive investments that will bring down prices for the Filipino consumer, create more jobs, promote tourism, assist small manufacturers, stimulate economic growth and enable Philippine goods and services to become globally competitive through the liberalization of the retail trade sector.” Pursuant to this policy, RTLA liberalized the Philippine retail industry to encourage Filipino and foreign investors to forge an efficient and competitive retail trade sector in the interest of empowering the Filipino consumer through lower prices, higher quality goods, better services and wider choices.

 

The passage of RTLA is a confirmation of the truism that Filipino welfare and best interest, especially those of the Filipino merchants and retailers, cannot be promoted by insulating them from competition, whether local or international; and that unreasonable protectionism hampers the growth and development of the affected commercial sectors in the economy.

 

Conditions on Foreign Retailers and Foreign Investors in Retail Trade

 

Section 5 of the RTLA, as amended by RA 11595, retaining the caption “Foreign Equity Participation,” provides that “Foreign-owned partnerships, association, and corporations may, upon registration with the …SEC.., or in case of foreign-owned single proprietorship, upon registration with the …DTI.., engage or invest in the retail trade business, under the following conditions:

(a)     A foreign retailer shall have a minimum paid-up capital of P25M;

 

(b)     The foreign retailer’s country of origin does not prohibit the entry of Filipino retailers; and

 

(c)      In the case of foreign retailers engage in retail trade through more than one (1) physical store, the minimum investment per store must be at least P10M…”

 

In addition, Section 5 provides that that failure to maintain in the Philippines the minimum paid-up capital of P25M prior to notification of the SEC or DTI “shall subject the foreign retailer to penalties or restrictions on any future trading activities /business in the Philippines.”

 

Prior to the amendments of RA 11595, the RTLA clearly distinguished between “foreign investor” from “foreign retailer,” and provided different conditions or qualifications.

 

1. Registration with the SEC/DTI

 

A reading of the RTLA, as amended by RA 11595, indicates that the first legal requirement for a foreigner to engage or invest in retail trade in the Philippines would be the act of registration with the SEC or DTI, and that such registration can be accomplished only with compliance with the minimum P25M paid-up capital, reciprocity and per store investment of P10M and other requirements/conditions laid out in the RTLA.

 

If a foreign retailer engages in retail trade in the Philippines, even with the requirement and conditions being present, it may constitute a violation of the RTLA and punishable under Section 11 providing for criminal penalties and disqualifications.

 

1. Reciprocity Requirements

 

Section 5 of the RTLA requires that a foreign-owned partnership, association or corporation may engage or invest in retail trade only when “the foreign retailer’s country of origin does not prohibit the entry of Filipino retailers.” Strictly speaking, the RTLA’s reciprocity requirement has no application to Filipino citizens and to domestic corporations which fall within the definition of “Philippine nationals” under the Foreign Investment Act of 1991, since they are not subject to regulations under the RTLA, much less would they have a foreign country of origin.

 

However, the RTLA’s IRR, under Section 5 (Philippine Nationals) of its Rule III (Registration), provides that “the minimum paid-up capital requirement … as well as the minimum investment per store requirement … shall not apply to corporations engaged in retail trade of which at least sixty percent (60%) of the capital stock outstanding and entitled to vote is owned and held by citizens of the Philippines,” which does not do away with the reciprocity requirement.

 

The implication of such provision, as it covers corporations engaged in retail trade, whether domestic or foreign, which are classified as “Philippine nationals” (i.e., they have at least 60% of their voting equity held by Filipinos) is the need to comply with the reciprocity requirement insofar as their qualified minority foreign investors (40% or less) are concerned.

It seems therefore, that under the RTLA’s IRR, all juridical retail enterprises with foreign equity must always comply with the reciprocity requirement, i.e., that the country of origin of the foreign equity holders must provide for reciprocity to Filipinos.

 

Nonetheless, when the foreign investors in a retail enterprises operating in the Philippines with at least 60% of its equity held by Filipino citizens and with a paid-up capital of less P25M do not register with the SEC or DTI compliance with the reciprocity requirement, neither the retail enterprise nor the foreign investor can be held criminally liable for violating the RTLA, since the retail enterprise is not a foreign retailer covered by Section 5 of the RTLA, nor is the foreign investor deem to be investing in a “foreign retailer,” but actually in a “Philippine national retailer”.

 

1. Minimum Paid-Up Capital Requirement

 

The RTLA’s IRR define “paid-up capital” to mean “the total investment in a business that has been paid-in in a corporation; or working capital for partnerships and single proprietorships; or assigned capital in the case of foreign corporations or its branch offices.” The IRR define “minimum paid-up capital” to mean originally invested in cash.

 

For purposes of registration with the SEC or the DTI, the foreign retailer shall submit a certification from the Bangko Sentral ng Pilipinas (BSP) of the inward remittance of its capital investment, or in lieu thereof, such other proof certifying that its capital investment is deposited and maintained in a bank in the Philippines.

 

The foreign retailer shall be required to maintain in the Philippines at all times the paid-up capital of P25M, unless it has notified the SEC or the DTI, whichever is appropriate, of its intention to repatriate its capital and cease operations in the Philippines.

 

Failure to maintain in the Philippines the required paid-up capital, prior to notification of the SEC or the DTI, whichever is appropriate, shall subject the foreign retailer to penalties or restrictions on any future trading activities/business in the Philippines.

 

1. Investment Per Store Requirement

 

The term “store” means “a physical outlet established in the country where goods are sold on a retail basis. For purpose of online retailing, the warehouse where goods are stored shall be deemed as store.”

 

The “minimum investment per store” covers the gross assets, tangible or intangible, including but not limited to buildings, leaseholds, furniture, equipment, inventory, and common use investments and facilities, such as administrative offices, warehouses, preparation or storage facilities.

 

Investments for common use and facilities, as reflected in the financial statements following the accounting standards adopted by the SEC and DTI shall be pro-rated among the number of stores being served.

 

(This article reflects the personal opinion of the author and does not reflect the official stand of the Management Association of the Philippines or MAP.)

—————————————–

Atty. Cesar L. Villanueva is Co-Chair for Governance of the MAP ESG Committee,

Chair of Institute of Corporate Directors (ICD), the first Chair

of Governance Commission for GOCCs (GCG),

former Dean of the Ateneo Law School,

and Founding Partner of Villanueva Gabionza & Dy Law Offices.

Feedback at <map@map.org.ph> and <cvillanueva@vgslaw.com>