The Dematerialized & Registered Philippine Treasury Bills/Bonds

The following is an article written by former Treasurer Caridad Valdehuesa, who presided over the design and implementation of RoSS:

Philippine Government securities were initially originated, serviced and redeemed by the Central Bank of the Philippines as fiscal agent pursuant to its 1950 Charter. Treasury bills and bonds were printed by the Central Bank Security Printing Plant and delivered to Bank's Government Securities Department for
authentication, inventory and eventual distribution to investors.

When the Philippine money market experienced fraudulent sales of money market papers in 1974, the Central Bank required financial institutions in quasi-banking to physically deliver to counter-parties all instruments traded by them, including underlying securities in repurchase agreements, as a public protection measure against multiple trades or trading in non-existent instruments. This requirement (See Manual of Regulations for Banks and for Non-Bank Financial Institutions) effectively safeguarded the money market for almost two decades, until players forgot the debacle of the l970s, took risks for granted and started trading again without requiring physical delivery in 1993 and some institutions found themselves without receipt of government securities bought after having paid millions to brokers.

In July 1993, R.A. No. 7653 renamed the Central Bank of the Philippines to “Bangko Sentral ng Pilipinas”. The new charter provides that the Bangko Sentral shall, within a period of three (3) years but in no case longer that five (5) years, phase out all fiscal agency functions and transfer the same to the Department of Finance. The Department forthwith designated the Bureau of the Treasury as the fiscal agent of the Republic. Within two (2) years (in November 1994) the Bureau assumed the functions of origination, service and redemption of government securities while institutionalizing the following innovations:

1. Scripless Securities. The Bureau of the Treasury, after intensive study and observation in the advanced markets of Canada, USA, Shanghai and Seoul, took the bold step of dematerializing Philippine Government securities one year after the US Government and two years after the Canadian Government decided on uncertificated debt. This has avoided for the Government the carry cost of printing government securities on imported security paper. Moreover, the Bureau of the Treasury and the Department of Finance thenceforth avoided the rigorous tasks of (1) signing each and every certificate, (2) its inventory, (3) issue, (4) retrieval for redemption and (5) subsequent burning for permanent retirement, not to mention the attendant handling risks (experienced by the Central Bank in the 1970s and 1980s).

The Bureau of the Treasury has adopted the International Securities Identification Numbering (ISIN) system for all scripless securities it originates, making these eligible for cross-boarder trading without the need of certificates nor physical delivery.

It has been a decade since Government Securities were uncertificated and the Philippine Government can be said to have crushed the shame brought upon the secondary market by unscrupulous brokers in l974 and 1993.

2. Registry of Scripless Securities (RoSS). Government securities trading translates to a transfer of ownership over incorporeal property either through outright sale or mere encumbrance by lending/borrowing for a specified period or as an underlying instrument/collateral. Unlike in the United States, there is no Uniform Commercial Code in the Philippines. These commercial transactions are governed by the Philippine Negotiable Instruments Law in the case of instruments conforming to the requirements of negotiability and by the Philippine Civil Law in the cases of outright sale, lending/borrowing and pledge. Both laws provide that physical delivery of the certificate of ownership is the operative act that gives validity to sales, pledges and similar encumbrances. An in-depth study by the Bureau’s internal and external legal counsels (both local and foreign) concluded that these laws (including the Corporation Code, the Revised Securities Act and the Borrowing Acts) do not prohibit uncertificated securities. Providentially, the Revised Securities Act was being revisited at the Securities & Exchange Commission (SEC). The Bureau leadership and its internal and external counsels worked closely with SEC consultants and counsels to ensure that the definition of securities did not perpetuate its bias for documented ownership rights, among other concerns. At that time, the establishment of a central clearing house for securities trade was a great promise under the aegis of the Bankers Association of the Philippines. Soon, however, it was apparent that the central clearing house was not up to expectations as it took on a bigger target market, the stock exchange, and it acquired the discarded Australian electronic system. Therefore, the Bureau lost no time to commission the development of an open system of recording all its origination of Treasury bills and bonds, as well as a capablity of recording secondary market trades. Recording every Treasury bill and bond creation was deemed by the Bureau as imperative for the acceptability and integrity of scripless securities to substitute the traditional physical evidence of a transaction, either to prove ownership or to transfer or encumber ownership. For this purpose the Bureau of the Treasury institutionalized the recording process by christening it “RoSS” for Registry of Scripless Securities, which is the electronic record of all government securities awarded as downloaded from the Automated Debt Auction Process System (ADAPS. See Item 3 below) and all secondary market trades on the same awards by Government Securities Eligible Dealers (GSED. See Item 5 below). RoSS is capable of real-time-gross-settlement with infinite capacity to register ISINs. However, in 1994 the government securities dealers were not electronically prepared to respond to the Recommendations of the Group of 30. Thus, secondary market trades had to be first confirmed between counter-parties and faxed to RoSS. In a few weeks the system and the market was working smoothly. I understand most dealers are now electronically linked to RoSS.

3. State-of-the-arts Electronic Auction. The Bureau of the Treasury leadership made sure that when it assumed the origination of Government Securities in November 1994 the process would be undertaken through an electronic mode whereby dealers submit bids electronically to the Bureau, whose auction committee would have the benefit of an electronic arraying of all bids the resultant awards of which will be downloaded electronically likewise to the Registry and to winning bidders.

In 1994, as Telerate offered the money market participants interconnectivity for their trades, the Bureau leadership was internalizing the lessons learned from their studies in the Central Bank of Canada, the Federal Reserve Bank of New York, the US Treasury Department, the Seoul and Shanghai stock exchanges. In no time the Bureau leadership was discussing the requirements for an automated distribution of Treasury Bills and Bonds, with the Telerate Representatives here and from Hongkong. One of the early obstacles was the lack of available PLDT lines from Makati (the financial capital) to Intramuros in Manila (where the Bureau holds office). Telerate's investment in technology, time, money, and grit paid off when PLDT agreed to install additional connections from Telerate offices in Makati to the Bureau. The Automated Debt Auction Processing System (ADAPS) was completed, tested, revised to detailed Treasury specifications, installed and was launched in November 1995.

The Bureau undertook massive information campaign, conducted seminars for market participants and its own staff. Aware of varying market practices, the Bureau, prescribed (a) uniform price/discount formulation, (b) a manual of accounts and accounting practices, as well as (c) standard trade documentation. Appropriate rules were issued and binding contracts were signed by market participants with the Bureau. Eligible dealers keying-in their bid/s from their respective dealing rooms was a stark contrast to the previous practice of submitting written bids to the Central Bank. A minute after the agreed cut-off time, bids are electronically arrayed (on a big screen for viewing by the Auction Committee in the Bureau of the Treasury Auction Room) from the lowest to the highest bid rate. The Auction Committee then decides the cut-off rate for the awards which are immediately downloaded to the RoSS for subsequent same-day notification to the winners/dealers. The whole process takes about five (5) minutes (it took two hours of manual arraying at the Central Bank and three days post-auction notification to dealers).

4. Settlement by the Bangko Sentral ng Pilipinas. The Bureau of the
Treasury had to initiate an arrangement with the Bangko Sentral for the the settlement of both the original awards, the secondary market trades, the servicing of coupons and the redemption of maturing government securities, for lack of a settlement institution with the financial capability to underwrite the billion peso market of government securities trade. At that time the eligible dealers were all banks, with clearing accounts and deposit balances with the Bangko Sentral. Therefore, the arrangement was at once logical and practical. Moreover, an overnight credit accommodation was arranged to be extended by the Bangko Sentral Treasury Department, in case dealers would experience delays in determining their available balances at the end of trading hours. The Bureau urged the Bangko Sentral to hasten their computerization in order to effect real-time-gross-settlement of secondary market transactions in government securities. Sadly, the Bangko was not ready, although RoSS was. Therefore, all market trades had to be settled on netting but same-day basis at the end of market trading hours. Yet there had been very few availments of the Bangko Sentral overnight credit lines.


5. Democratization of Dealership. When the auction of government securities was initiated by the Central Bank in the l970s, only seven commercial banks were acredited as dealers. Accreditation emanated from a cumbersome
process and documentary requirements, and evaluation by the Securities Department for eventual approval and confirmation by the Monetary Board. The Bureau of the Treasury in keeping with the Ramos Administration policy of demonopolizing industries, opted for a liberal policy of allowing as many entrants as banks and financial institutions willing to participate, streamlining the process of accreditation by merely requiring (1) an SEC license for securities dealing and (2) a certification of good standing by the appropriate regulatory agency (Bangko Sentral for banks, Insurance Commission for insurance companies). By 1998 there were forty (40) Government Securities Eligible Dealers (GSED). It is a market truism that the more participants present in an auction, the finer the bid rates. Competition spawns an efficient market which in turn enhances more investors.

6. Longer-Dated Bonds. The two- five- ten- and twenty-year bonds were introduced by the Bureau of the Treasury in order to lengthen the yield curve and provide bench marks for longer-term issues of the private sector. The Bureau adopted the Dutch Auction method or uniform price for the bonds ( a method of pegging a uniform coupon rate at the stop-out level of arrayed bid amounts and yield rates tendered) instead of the English method or price discrimination (where successful competitive bidders pay the price they had bid).

The Bureau of the Treasury unified the nomenclature for government securities by using only two terms: “Bills” for short-term debt and “Bonds” for medium- and longer-term debt. The Bureau also adopted the re-issue system of floating Bonds, i.e., increasing the indebtedness by using the same ISIN thus avoiding confusion in the bond market.

CONCLUSION

The innovations introduced by the Bureau of the Treasury in 1994 have been institutionalized. The Money Market has gotten used to scriptless government securities and participants are comfortable with the Registry of Scriptless Securities. Investors look to their GSED to provide them with confirmation of sale as required by the Bureau so that individual investors need not spend for a separate RoSS account. GSEDs are required to maintain a ledger of securities sold and transfer these out of their RoSS account to a “Client Account”. This service has been practically free to investors because GSED pay a minimal fee to BTr for maintaining a client account with RoSS.

A decade after the Bureau of the Treasury initiated the above safeguards, the Philippine Money Market has not seen the 1970 and 1990 fiascoes replicated. The Bangko Sentral Circular Nos. 392, 460 and 457 therefore, which is being bruited by its oficials as part of their reforms designed to prevent the recurrence of the “Bancap scam” of 1993 is a Johnny-come-lately. Clearly, there is no need for GS to be registered by a private sector third party because by being scripless, RoSS had been established as the proof of the government’s debt, providing the Commission of Audit adequate electronic trail for proper redemption/payment on maturity. Furthermore, a third party custodianship for a scripless government liability (conversely a scripless investor asset) is a contradiction in terminology.


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Note: The Group of 30 mentioned in page 3 is the convention
of thirty countries around the world who met following the
stock crash of 1987, discussed and proposed safeguards
against the recurrence of capital and money market
deficencies, inefficiencies and fraud. Their proposals are
known as the G-30 Standards,