As general counsel of the Philippine Stock Exchange, Veronica Del Rosario has ambitions far beyond her record-setting attributes, aspiring to transform the exchange into a major financial hub
Del Rosario, a former lawyer at Ocampo & Manalo, has been instrumental in the growth of the PSE, formed in 1992 from a merger between the Manila Stock Exchange and the Makati Stock Exchange. Following decade-long efforts, she assisted the exchange in successfully securing regulatory approval, in late 2023, for the full acquisition of the Philippine Dealing System Holdings Corp (PDS), the holding company of the Philippine Dealing and Exchange Corp and the Philippine Depository and Trust Corp.
With the PSE acting as both a regulator and a regulated entity, Del Rosario serves not only as the legal guardian of the exchange but also the gatekeeper for investors, ensuring that only suitable companies get floated with zero compromise, while working to attract more listings.
Speaking to Asia Business Law Journal, she explains how she has worked her way up to become the first female and the longest-serving general counsel of the Philippines’ sole stock exchange, and how her economics and law background has shaped her career path.
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Asia Business Law Journal: Could you share what motivated you to join the PSE as an in-house lawyer in 2010, and how you began your legal career?
Veronica Del Rosario: I graduated from the University of the Philippines College of Law in 2005, and was admitted to the Philippine bar in 2006, and had previously obtained an undergraduate degree in economics from the same university. I began my career at Philippine law firm Ocampo & Manalo, where my responsibilities centred on corporate work, to gain practical experience. I then sat for the New York bar exam and had a short stint with a New York-based law firm.
After this, I returned to the Philippines and spent a brief period working at the Aurora Special Economic Zone Authority, where I headed the legal department and concurrently served as the manager of the administrative and general services division. After these experiences, I joined the PSE.
When I started at the PSE in 2010 as a legal officer, I must admit that my knowledge of the capital market was quite limited, as it was not included in the law school curriculum at the time. However, I quickly became fascinated by the financial market, especially by the insightful discussions and forecasts shared by industry professionals.
In the Philippines, the PSE is the country’s sole stock exchange and is often seen as a barometer of the national economy. Working in this industry allowed me to apply both my economics background and my law degree in a meaningful way.
ABLJ: Your move to the economic zone authority marked your transition from private practice to an in-house role. What prompted this change, and how was the transition?
Del Rosario: After about one-and-a-half years in a law firm, I realised that I preferred working in a corporate environment and was more interested in corporate work than other areas of practice. The workload was quite similar, but transitioning from private practice to in-house requires a change in mindset.
In a law firm, you just provide legal advice to your clients, then it’s up to them to assess how they apply that legal framework to their business cases. But when you’re an in-house counsel, you become a strategic partner of the company. Aside from having legal knowledge, you need to have a deep understanding of the company’s business and the industry in which it operates, and develop business acumen and strategic business skills.
ABLJ: As general counsel and compliance officer, what are your most important roles and responsibilities, and who do you advise?
Del Rosario: As general counsel, I advise the board, management and business units of PSE. In addition to the typical in-house counsel responsibilities such as advising on contracts, tax, employment matters and managing legal risks, I am also involved in securing regulatory approvals for new projects, products and services to be launched by the PSE. I help formulate rules for new listings, trading and settlement of products or services.
As a self-regulatory organisation, the PSE can adopt its own rules, with the Securities and Exchange Commission’s (SEC) approval, and enforce compliance among listed companies and brokers. The legal team drafts rulebooks for new products or services, and co-ordinates with issuer regulation and business development teams.
As a compliance officer, together with the compliance team, I monitor the PSE’s compliance with laws and regulations, both as a listed company and as a self-regulatory organisation. The PSE acts as both a regulator and a regulated entity.
ABLJ: Are there similarities and distinctions between your current positions as GC and compliance officer?
Del Rosario: I was appointed as general counsel in 2016, and then as a compliance officer in 2020. Yes, both general counsel and compliance officer are risk management functions.
As general counsel, I review deals and legal risks that the PSE is exposed to, and try to proactively manage and prevent problems before they arise. As a compliance officer, I ensure and monitor the PSE’s compliance with laws and regulations, managing compliance risks. The similarity lies in risk management. While both roles share similarities, there are also key differences, particularly in terms of mindset and approach. Compliance officers tend to be very conservative, aiming to comply strictly with all laws and regulations. In contrast, general counsel take on a more pragmatic approach and tend to scrutinise why a particular control is reasonable or needed. My role is to balance these perspectives.
ABLJ: How did you work your way up to being the first woman and the longest-serving general counsel of the PSE?
Del Rosario: I was fortunate to be allowed to handle major projects of the company early on in my career in the PSE. For example, I was assigned to work with our market operations division and our subsidiary, the Securities Clearing Corporation of the Philippines, in setting up a securities depository.
I also worked on revisions to the trading rules, which allowed me to be more familiar with the more technical aspects of the business. I also temporarily headed the market data business of the exchange. These were some of the significant projects I managed early on.
When our general counsel resigned, in 2015, I was appointed as the officer in charge and, a year later, I was formally appointed as general counsel. Initially, I was quite apprehensive, as the responsibility and accountability increased significantly, and did not think I was ready for it.
As general counsel, I became accountable for the legal team’s actions and responded to the board of directors’ queries during board meetings. The role also requires managing the legal team and supervising administrative matters such as budgeting and human resources concerns.
It was daunting at first, but as I became more deeply involved in discussions about the business plans and gained insight into the company’s strategic objectives, and realised how crucial the role of the legal team is in all of these, the more I learned to appreciate my job.
ABLJ: In the past nine years as general counsel, and the past four to five years as a compliance officer, what were your biggest achievements and challenges from a legal and regulatory perspective?
Del Rosario: The biggest challenge has been on the regulatory front. As a stock market operator, the PSE must maintain a regulatory framework that responds to market demands. For example, when the pandemic hit in 2019, the use of e-wallets grew tremendously. We had to act quickly to develop an appropriate regulatory environment, working closely with the SEC and e-wallet providers, to enable the use of e-wallets for stock transactions.
Similarly, due to stock market volatility, there was increased demand for hedging strategies such as short-selling. We had to rapidly establish a regulatory framework to accommodate this as well. Investment scams and fraud have also become a significant challenge. These scams are increasingly rampant, and difficult to detect and prevent, given the availability of technology and various platforms – such as messaging apps, social media and deepfake AI – that enable scammers to perpetrate fraud.
On the compliance side, regulations are constantly evolving. We must stay abreast of key regulatory issuances to ensure we track all applicable regulations and inform the relevant business units. Failing to do so could expose us to legal compliance risks.
Another challenge is making sure we have an enabling regulatory environment conducive to capital raising. As a regulator, we are committed to enforcing rules, but as a business, we also want to attract more listings. Balancing these sometimes conflicting interests is essential.
In terms of achievements, one of the greatest was our recent acquisition of a controlling interest in PDS Holdings Corporation, the parent company of the country’s fixed-income exchange and the securities depository. We had been trying to acquire the company since 2013, but were unable to complete the deal due to a lack of regulatory approval.
We finally secured approval towards the end of 2023 and acquired a supermajority stake. I was part of the team that secured regulatory approval for this decade-long project, and oversaw the contract negotiation and execution. Although we have not yet acquired 100% of the company, this was a significant milestone, unifying the fixed-income and stock exchanges.
ABLJ: For your regular work, what types of legal and compliance matters do you and your team deal with most? How do you tackle them?
Del Rosario: On a day-to-day basis, our work involves contract reviews and responding to legal inquiries from both internal and external stakeholders. On the compliance side, it’s making sure we are compliant with all applicable laws and regulations and submit all necessary reports. We keep a compliance register, which we update as new regulations come out.
ABLJ: In what ways, and in what direction, are you developing your legal and compliance teams?
Del Rosario: In terms of size, we plan to maintain our current team unless expansion is required, for example, due to integration following an acquisition. We also aim to digitalise more of our processes, such as contract review and repository management, to improve efficiency. We will leverage technological advances to digitalise our processes end to end.
ABLJ: As a regulator, how does the PSE ensure that unsuitable companies are not listed, and how do you strike a balance between enforcement and business growth?
Del Rosario: Our primary consideration is investor protection, ensuring that companies floated on the market are suitable for listing. We cannot compromise on this.
If a requirement does not put investors at a disadvantage, we may allow compliance at a later time, or allow an alternative form of compliance, but only with the SEC’s approval, as we cannot suspend or modify the implementation of rules without their approval.
ABLJ: What has made you stay on to be the longest-serving GC, now approaching 10 years?
Del Rosario: The working environment, my passion for the work and the people I work with have all contributed to my longevity in the role. My aspiration is not for myself, but to see the PSE grow four or five times its current size, and become a major financial hub like Singapore and Hong Kong. I hope to be part of that journey and contribute to making this goal a reality.
ABLJ: Outside of your career, what are the things you enjoy the most?
Del Rosario: Outside of work, I enjoy relaxing by watching television and travelling with my family and friends. I also have a keen interest in following global and national politics. These political developments can influence our market, so I pay attention to them as part of understanding broader macroeconomic conditions.
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