MINUTES OF THE ANNUAL GENERAL MEMBERSHIP MEETING Held on 23 June 2011, Thursday, 8 – 10 am Ballroom A, Dusit Thani Hotel, Makati City I. Call to Order The Treasurer, Mr. Cyril Rocke, chaired the meeting in the absence of the President and called the meeting to order. Atty. Leslie Anne T. Cruz, Acting Corporate Secretary, recorded the minutes thereof. II. Proof of Quorum The Acting Corporate Secretary certified that there was a quorum, in person or represented by proxy, to transact business. III. Adoption of Minutes of the 2009 Annual General Membership Meeting The minutes of the 2010 Annual General Membership Meeting was circulated to the members of the Chamber. Upon motion made and duly seconded, the same was approved. IV. Report of the President The Report of the President, Mr. Hubert d’Aboville, was read by Mr. Cyril Rocke. He reported on the business environment and specific activities of ECCP in 2010, to wit: The Business Environment The year 2010 was a special year in that the Philippines had its first automated national elections which led to what many considered as the most credible elections ever in Philippine history. Also, the same elections brought forth a new administration under the leadership of President Benigno Simeon Aquino III. The installation of the Aquino Administration presented an opportunity for ECCP to engage the government in the Integrity Initiative program given the call of President Aquino to stop corruption and to end poverty in the country. ECCP saw this also as an opportunity to make the Philippines competitive again. In 2010, ECCP focused most of its efforts towards making the Philippines competitive so that the country can become a more attractive trade and investment partner of Europe. Some of ECCP’s Highlights in 2010 are as follows: Integrity Initiative The Philippines has been rated by international organizations as among the most corrupt countries in the world and this is the number one factor of the Philippines’ inability to compete globally for investments. Given that it takes two to tango in corruption, ECCP launched the Integrity Initiative with the objective of encouraging the private sector to withdraw from the dance floor. Corruption is not a problem with government alone but also something that companies likewise practice. Bribery, for example, increases the cost of doing business and this makes the country uncompetitive and an unattractive investment destination because of the lack of fair market conditions. Moreover, corruption has also robbed us all, especially the poor ,from receiving good quality infrastructure and government services. This inefficiency has led to the Philippine economy falling behind its ASEAN neighbours. To address corruption, ECCP launched the Integrity Initiative in 2010 and partnered with the Makati Business Club to spearhead a campaign to create a level playing field or fair market conditions in the country. ECCP started roundtable discussions in 2010 to get companies to sign an integrity pledge. ECCP encouraged companies to commit to integrity in order to start a collective action among private enterprises that will push to make integrity the norm and corruption a totally unacceptable practice. Following a call for proposal by Siemens, ECCP and MBC jointly submitted a proposal to Siemens to obtain funding for the Integrity Initiative in 2010 and this was successfully approved with a USD 1 million financial grant. ECCP, MBC and Siemens officially launched the Integrity Initiative or SHINE Project on 16 December 2010. The Integrity Initiative aims to make ethical companies competitive by working to create a business environment where companies adopting integrity standards and control measures are given preference during project tenders and biddings. In this manner, the parties want to see Integrity as a competitive edge for doing business in the Philippines. Since Integrity Initiative started, more than 500 companies and organizations have signed the Integrity Pledge. Government agencies will soon be signing the Integrity Pledge starting with the Department of Justice. The companies present at the meeting and that have not signed the Integrity Pledge were invited to sign the Integrity Pledge. After signing the Integrity Pledge, the next step is to present the draft Unified Business Code or Conduct and accompanying integrity standards as well as control measures to all the signatories, which should begin the implementation of the said standards and control measures. Advocacy Efforts While corruption is the biggest challenge, there were also plenty of major issues or irritants in 2010 that affected business performance, created barriers to doing business, or made doing business in the Philippines difficult. ECCP actively represented its members in raising business concerns to the Government and in resolving the issues, which included: Issues relating to the Tax Credit Certificates to the rationalization of fiscal incentives; The lack of a competition law to updating the sector scope of the Investments priorities plan; The need for flexible work arrangements to the issue of holiday economics; Oil smuggling to price controls on medicines; The use of the EU digital system to the EU ban on Philippine flag carriers and Issues relating to energy supply shortages to the establishment of feed-in-tariffs for renewable energy ECCP worked with its sector committees to come up with position papers on this wide range of issues. It also worked closely with the EU MAT or EU Market Access Team chaired by the EU Delegation and attended by European embassies as well as European National Chambers. Likewise, in many issues, ECCP cooperated with the Joint Foreign Chambers as well as other business and international organizations. With the strong representation of ECCP, DOLE continued to support the policy on Flexible Work Arrangements which allowed BPO companies to organize the work schedules of their staff so that these are aligned with the time zone of the foreign markets they serve. On holiday economics, the Aquino Administration heeded the call of ECCP and other chambers to reduce the number of holidays in the Philippines as well as to avoid the issuance of short-notice and ‘moving’ holiday schedules, given that the Philippines already has the highest number of holidays in ASEAN and this has disrupted company operations too often as well as contributed to the high cost of operations of companies. Since 2010, ECCP has been advocating for the passing of a Competition Law or Anti-Trust Law to keep monopolies and cartels in check. Last June 9, 2011 we saw the first sign of success with the signing of Executive Order 45 which created the Office for Competition under the Department of Justice (“DOJ”). In effect, the Secretary of Justice will now serve as the country's "competition authority" to prevent monopolies, cartels and other corrupt business practices. The said Executive Order aims to protect consumers from abusive and fraudulent business practices, promote transparency, and level the playing field in the market, and strengthen the country's trade relations with other countries. The DOJ will push for legislation to eventually replace the said Executuive Order and meet its objectives. There are other examples to show that ECCP advocacy efforts are yielding important results. We trust that you are receiving and reading the eccp@work circular that we send out practically every two weeks to bring to you the latest news on our advocacy efforts. 7 Big Winners On industrial policy, ECCP as part of the JFC, worked with the Aquino Administration economic team to provide new directions for the industrial development of the Philippines by promoting and developing fast growth industries dubbed as the 7 Big Winners in order to bring in more foreign investments and to generate more jobs that will help alleviate poverty. The sectors that are called the 7 Big Winners are Agribusiness, IT and BPO, Creative Industries, Infrastructure, Manufacturing and Logistics, Mining, and Tourism, medical travel and retirement. ECCP is working closely with the ARANGKADA team comprising of the Joint Foreign Chamber members to progress in this area. We are happy to report that the JFC policy recommendations to government have been considered by DOJ in its 2011-2016 roadmap. DOJ called on the JFC to continue giving feedback to the agency. We are also receiving good feedback from other government agencies with regard to the 7 Big Winners. Green Business Initiatives In 2010, ECCP started to focus on sustainable development strategies to promote the triple bottom-line approach or a business strategy that considers profits, people and planet as key and integral to sustainable business and competitiveness. The year 2010 also saw ECCP launching several Green Business Initiatives, namely, SMART Cebu, Green Philippines and Energy SMART Program. The projects and programs are designed to make companies more competitive through resource efficiency as well as cleaner production strategies. ECCP launched the EU Switch Asia SMART Cebu project in February 2010. It is a 1.2 million euro project with a 1 million euro financial support from the EU and a 200,000 euro support from the German Federal Ministry of Economic Cooperation. The objective of the project is to make Cebu SMEs belonging to the furniture, fashion accessories and gifts/toys/housewares sectors more competitive by making them more resource efficient and minimizing wastes and pollution. We are almost complete with the walk through resource efficiency and cleaner production assessment of 150 SMEs and around 60 companies are now receiving free training on eco design and green product marketing. ECCP is also part of the consortium of partners implementing another EU Switch Asia project called Green Philippines Islands of Sustainability. This is a 2.4 million euro project that is focused on assisting enterprises based in Metro Manila and the Calabarzon area in encouraging more environmentally friendly operations. Through this project we have assisted ECCP members by offering free initial environmental assessments which offer opportunities for enterprises to become efficient and competitive. ECCP also pioneered the organization of the 1st Philippine Energy Efficiency Forum and the launch of the Energy Smart program in July 2010. The aim of the Forum and the Energy Smart Program is to help companies enhance their competitiveness through energy efficiency. About 400 companies participated in the 2010 event. We had almost 20 speakers sharing best practices and case studies in energy efficiency. It was a very successful event despite the typhoon that hit Metro Manila the night before and we thank our major sponsors Philips, First Gen, Meralco, Schneider Electric and Shell for supporting the 1st Philippine Energy Efficiency Forum in 2010. Another Green Business Initiative is the Materials Research and Development (R&D) program which ECCP created to promote eco-friendly production, creativity and competitiveness through new material manipulation, reinvention and rejuvenation of designs and indigenous materials. The program helps exporter companies from the three creative sectors of furniture, home decors and fashion accessories in their design, material and product research and development. In relation to Materials R&D, a Materials Library was set up with ECCP, the Cebu Furniture Industries Foundation and the Department of Science and Technology Region 7 as partners. The Materials Library houses a modest collect of local and imported material swatches as well as books on materials, design and technology. Membership On membership, ECCP strengthened its membership team by hiring a full-time membership officer to liaise more closely with members and focus on recruiting more companies to become members. The number of members in attendance at today’s Annual General Membership meeting is a testament that membership is now steadily growing. Business Development On business development, ECCP continued to assist European companies that would like to set up operations or be represented in the Philippines. ECCP helps European companies find business partners such as agents, distributors or investment partners in the Philippines. ECCP also helps them with business contacts and in preparing market studies. Fairs and More Inc. As far as Philippine exporters are concerned, ECCP assists them through its subsidiary company, Fairs and More Inc. ECCP organized the participation of Philippine exporters in various trade shows, namely, Christmasworld, Paperworld and Ambiente in Frankfurt as well as imm in Cologne. The first Philippine participation at the House & Gift Fair in Sao Paulo Brazil proved to be a promising undertaking to penetrate the South American Market provided that FIFA 2014 and Olympics 2016 will be staged in Brazil. As far as local events are concerned, FMI continued to become the event manager of PTAA’s Travel Tour Expo 2010. FMI also managed the 15th Phlippine International Golf Show of GDAP last September 2010. ECCP is availing of every opportunity to create positive changes in the Philippines in order to improve the business environment for all its Members. It is particularly trying to make the country an attractive investment destination and trade partner for Europe. It was emphasized that ECCP is a bilateral foreign chamber serving the interest of European businesses in the Philippines as well as European businesses interested to enter the Philippine market. We are also serving the interest of Philippine and non-European companies that have interests in doing business in Europe and with Europeans here or abroad. In short, we listen to the concerns of the business community that cares about Europe and that would like to strengthen Europe-Philippine business relations. ECCP is to be Voice of the European Business Community in the Philippines. ECCP will remain active in launching advocacy programs to make doing business in the Philippines better and more exciting for European and Philippine companies alike. While 2010 provided an excellent opening for ECCP to take hold of new opportunities to make positive changes by addressing integrity, business and environmental issues, in 2011 to 2012 ECCP will work on institutionalizing these changes and encouraging more stakeholders to become involved to make its efforts sustainable. V. Report of the Treasurer ECCP ECCP’s external auditor, KPMG – Manabat Sanagustin & Co., certified the year 2009 accounts without qualifications. The accounts were submitted to the membership for approval. Mr. Peter Labrie read the report of the Treasurer. Income The year 2010 was a good year for ECCP. Revenues for the year 2010 increased by 20% to Pesos 25.5 million, compared to Pesos 21.2 million in 2009; ECCP gains were contributed by revenues from chamber events and special projects. Expenses The expenses of ECCP increased by 12% to Pesos 26.5 million in 2010 from Pesos 23.8 million in 2009. This increase is related to revenues in Special Projects and also due to foreign exchange losses due to a weaker Euro vis-à-vis the Peso. Assets / Liabilities Total assets increased by 1.5% from Peso 47.6 million in 2009 to Pesos 48.3 million in 2010 mainly due to the reduction in net cash balance. The net balance of ECCP’s funds dropped to Pesos 40.4 million at the end of 2010 from Pesos 40.8 million in 2009. With current assets of Pesos 24.4 million and current liabilities of only Pesos 7.9 million at the end of the year, the chamber remains solvent and its financial position remains stable. Fairs&More, Inc. Fairs&More was also audited by KPMG – Manabat Sangustin & Co., who certified the year 2010 accounts without qualifications. The accounts were submitted to the membership for information. The revenues for the year 2010 amounted to Pesos 15.7 million, compared to Pesos 14.0 million in 2009. The 12.7% increase was due to the improved business of international trade fairs and events management. The expenses amounted to Pesos 15.0 million, 10.0% increase from the Pesos 13.6 million in 2009. The net income after tax was Pesos 1.03 million in 2010. Stockholders’ equity increased from Pesos 6.5 million in 2009 to Pesos 7.5 million in 2010. The board of Fairs&More, Inc. approved an increase in authorized capital stock from Pesos 5 million in 2009 to Php 20 million in 2010. ECCP – Retirement Benefit Plan The plan was audited by KPMG – Manabat Sangustin & Co., who certified the year 2010 accounts without qualifications. The accounts were submitted to the membership for information. Net assets available for plan benefits stood at Pesos 18.8 million at the end of 2010, compared to Pesos 21.4 million a year earlier. The decline was the result of payments to resigning employees. VI. Election of Directors The Acting Corporate Secretary presented to the membership the names of the Board Members seeking re-election and those seeking election to the Board for 2011-2012, viz:. 1. Nominated for re-election to the ECCP Board of Directors: NAME COMPANY 1. Hubert d'Aboville Paris-Manila Technology Corp. 2. Erik Moeller Nielsen Regus 3. Michael Raeuber Royal Cargo Combined Logistics Inc. 4. Cyril Rocke Finacor Finance Corporation 5. Edgar Chua Pilipinas Shell Petroleum Corporation 6. Richard Eldridge Infinit Outsourcing Inc. 7. Rico Gonzales Philips Electronics & Lighting, Inc. 8. Dr. Guenther Matschuck Maschinen & Technik, Inc. 9. John Miller Nestle Philippines 10. Bernard Poplimont Puratos (Phils.), Inc. 11. Jose Luis Romero-Salas Schutter Philippines, Inc. 12. Bernard Krueger Sprengel Lufthansa Technik 2. Nominated for election to the ECCP Board of Directors: NAME COMPANY 1. Anthony Cripps HSBC 2. Consuelo Garcia ING Bank NV 3. Ernst Wanten Total (Phils) Petroleum Upon motion duly made and seconded, the nominees were deemed elected to the Board of Directors for 2011-2012. The said motion was unanimously approved by all the members present and represented by proxy. The Chairman of the Meeting congratulated all those elected to the Board and advised the members that the election of the officers will take place during the first meeting of the new Board of Directors. VII. Other Business The Chairman asked the members if there are other matters that they would like to discuss and the following was agreed upon: Appointment of External Auditor – Upon motion duly made and seconded KPMG ManabatSanagustin & Co. was re-appointed as the external auditor for the coming year with such compensation which shall be approved by the Board of Directors. Upon motion duly made and seconded, all the acts of the Board of Directors and Officers of the Chamber for the year 2010 were duly approved and ratified by the membership. Upon motion duly made and seconded, the membership expressed its appreciation for the work done by and the achievements of the Officers and Board of Directors during the year. VIII. Adjournment Since there was no further business to transact, the meeting was adjourned upon motion duly made. LESLIE ANNE T. CRUZ Acting Corporate Secretary Attested by: CYRIL ROCKE Chairman of the Meeting