CARLOS HILADO MEMORIAL STATE UNIVERSITY

GOVERNANCE, BUSINESS ETHICS, RISK MANAGEMENT, AND INTERNAL CONTROL

BSA 2A

CORPORATE GOVERNANCE

PART I

GOVERNANCE DEFINED

✓ Refers to a process whereby elements in society wield power, authority and influence and enact
policies and decisions concerning public life and social upliftment.
✓ Process of decision-making and the process by which decisions are implemented (or not
implemented) through the exercise of power or authority by leaders of the country and/or
organizations.

THE EIGHT (8) CHARACTERISTICS OF GOOD GOVERNANCE

Major Characteristics Description

Participation • Participation by both men and women - a KEY
CORNERSTONE of good governance
• Could be either direct or through legitimate
institutions or representatives.
• Needs to be informed and organized.

NOTE: Representative democracy does not

necessarily mean that the concern of the most
vulnerable in society would not be taken into
consideration in decision making.
Rule of Law • Good governance requires fair legal
frameworks that are enforced impartially.
• Requires full protection of human rights,
particularly those of minorities.

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 Major Characteristics Description
• Impartial enforcement of laws requires an
independent judiciary and an impartial and
incorruptible police force.
Transparency • Decisions taken and their enforcement are
done in a manner that follows rules and
regulations.
• Information is freely available and directly
accessible to those who will be affected by
such decisions and their enforcement.
• Enough information is provided and that it is
provided in easily understandable forms and
media.
Responsiveness • Institutions and processes try to serve the
needs of all stakeholders within a reasonable
timeframe.
Consensus Oriented • Mediation of different interests in society to
reach a broad consensus on what is in the
best interest of the whole community and how
this can be achieved.
• Broad and long-term perspective on what is
need for sustainable human development and
how to achieve the goals of such
development.
• The above objectives can only result from an
understanding of the historical, cultural and
social contexts of a given society or
community.
Equity & Inclusiveness • All its members feel that they have a stake in it
and do not feel excluded from the mainstream
of society.
• Requires all groups, but particularly the most
vulnerable, have opportunities to improve or
maintain their well-being.
Effectiveness & Efficiency • Processes and institutions produce results
that meet the needs of society while making
the best use of resources at their disposal.
• Sustainable use of natural resources and the
protection of environment (efficiency in the
context of good governance).
Accountability • This is a KEY requirement in good
governance.
• An organization or institution is accountable to
those who will be affected by its decisions or
actions.
• Not only government institutions but also
private sectors and civil organizations must be
accountable to the public and to their
institutional stakeholders.
• Varies depending on whether decisions or
actions are internal or external to an
organization or institution.
• Accountability cannot be enforced without
transparency and the rule of law.

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CORPORATE GOVERNANCE DEFINED

✓ The system of rules, practices and processes by which business corporations are directed and
controlled.
✓ Involves balancing the interests of a company’s many stakeholders, such as shareholders,
management, customers, suppliers, financiers, government and the community.
✓ What the board of directors of a company does, and how it sets the values of the business firm.

PURPOSE AND OBJECTIVE OF CORPORATE GOVERNANCE

Purpose of Corporate Governance

✓ To facilitate effective, entrepreneurial and prudent management that can deliver long-term
success of the company.
✓ To enhance shareholders’ value and protect the interests of other stakeholders by improving the
corporate performance and accountability. (FUNDAMENTAL AIM)

The Four (4) Objectives of Corporate Governance

Objectives Explanation
Fair and Equitable Treatment of Shareholders • A corporate governance structure ensures
equitable and fair treatment of ALL
shareholders of the company.
• ALL shareholders deserve equitable treatment
and their equity are safeguarded by a good
governance structure in an organization.
Self-Assessment • Corporate governance enables firms to assess
their behavior and actions before they are
scrutinized by regulatory agencies.
• This is to limit exposure to regulatory risks and
fines.
• Active and independent board can
successfully point out deficiencies or
loopholes in the company operations and help
solve issues internally on a timely basis.
Increase Shareholders’ Wealth • One of corporate governance’s main
objectives is to protect the long-term interests
of the shareholders.
• Firms with strong corporate governance
structure are seen to have higher valuation
attached to their shares by businessmen.
Transparency and Full Disclosure • Good corporate governance aims at ensuring
a higher degree of transparency in an
organization by encouraging full disclosure of
transactions in the company accounts.

BASIC PRINCIPLES OF EFFECTIVE CORPORATE GOVERNANCE

Effective corporate governance is

• transparent,
• protects the rights of shareholders, and
• includes both strategic and operation risk management.

It is concerned in both the long-term earning potential and actual short-term earnings and holds directors
accountable for their stewardship of the business.

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 The threefold basis principles of effective corporate governance are:

Transparency & Full Disclosure Accountability

(Is the board telling us what is going on?) (Is the board taking responsibility?)

• Does the board meet the information needs • Does the board clarify its role and that of
of investment communities? management?
• Does if safeguard integrity in financial - Promote objective, ethical and
reporting? responsible decision-making?
• Does the board have sound disclosure - Lay solid foundations for management
policies and practices? (time and balanced GOOD & oversight?
disclosure; outsider can meaningfully - Composition mix of board membership
analyze the organization’s actions and EFFECTIVE ensure appropriate range and mix of
performance) GOVERNANCE expertise, diversity, knowledge and
added value?
- Senior official committed to widely
accepted standards of correct and proper
behavior

Corporate Control

(Is the board doing the right thing?)

• Has the board built long-term sustainable

growth in shareholders’ value for the
corporation?
• Does it create an environment to take risk?
- Encourages enhanced performance?
- Recognizes and manages risk?
- Remunerates fairly and responsibly?
- Recognized the legitimate interest of
stakeholders?
- Conflicts of interest avoided
(organization’s best interests prevail at all
times)?

PARTIES INVOLVED IN CORPORATE GOVERNANCE

Party Overview of Responsibilities

1. Shareholders Broad Role:

Provide effective oversight through election of
board members, approval of major initiatives such
as buying or selling stock, annual reports on
management compensation, from the board.

2. Board of Directors Broad Role:

The major representative of stockholders to
ensure that the organization is run according to
the organization’s charter and that there is proper
accountability.

Specific activities include among others:

1. Overall operations

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Party Overview of Responsibilities
• Establishing the organization’s vision,
mission, values and ethical standards.
• Delegating an appropriate level of
authority to management.
• Demonstrating leadership.
• Assuming responsibility for the business
relationship with CEO including his or
her appointment, succession,
performance remuneration and
dismissal.
• Overseeing aspects of the employment
of the management team including
management remuneration,
performance and succession planning.
• Recommending auditors and new
directors to shareholders.
• Ensuring effective communication with
shareholders and other stakeholders.
• Crisis management.
• Appointment of the CFO and corporate
secretary.
2. Performance
• Ensuring the organization’s long-term
viability and enhancing the financial
position.
• Formulating and overseeing
implementation of corporate strategy.
• Approving the plan, budget and
corporate policies.
• Agreeing key performance indicators
(KPIs).
• Monitoring/assessing assessment,
performance of the organization, the
board itself, management and major
projects.
• Overseeing the risk management
framework and monitoring business
risks.
• Monitoring developments in the industry
and the operating environment.
• Oversight of the management and
organization, including its control and
accountability systems.
• Approving and monitoring the progress
of major capital expenditure, capital
management and acquisitions and
divestitures.**

**Divestitures is the reduction of some kind of asset

for financial, ethical, or political objectives or sale of
an existing business by a firm. A divestment is the
opposite of an investment.)

3. Compliance/Legal Conformance
• Understanding and protecting the
organization’s financial position.

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 Party Overview of Responsibilities
• Requiring and monitoring legal and
regulatory compliance including
compliance with accounting standards,
unfair trading legislations, occupational
health and safety and environmental
standards.
• Approving annual financial reports,
annual reports and other public
documents/sensitive reports.
• Ensuring an effective system of internal
controls exists and is operating as
expected.

3. Non-Executive or Independent Directors Broad Role:

The same as the broad role of the entire board of
directors.

Specific activities include among others:

• To understand the organization, its
business, its operating environment and
its financial position,
• To apply expertise and skills in the
organization’s best interests,
• To assist management to keep
performance objectives at the top of its
agenda,
• To understand that his/her role is not to
act as auditor, nor to act as a member of
the management team,
• To respect the collective, cabinet nature
of the board’s decision,
• To prepare for and attend board
meetings,
• To seek information on a timely basis to
ensure that he/she is in a position to
contribute to the discussion when a
matter comes before the board, or alert
the chairman in advance to the need for
further information in relation to a
particular matter, and
• To ask appropriate questions relative to
operations.

4. Management Broad Role:

Operations and accountability. Manage the
organization effectively; provide accurate and
timely reports to shareholders and other
stakeholders.

Specific activities include among others:

• Recommend the strategic direction and
translate the strategic plan into the
operations of the business.
• Manage the company’s human, physical
and financial resources to achieve the
organization’s objectives – run the
business.

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 Party Overview of Responsibilities
• Assume day to day responsibility for the
organization’s conformance with relevant
laws and regulations and its compliance
framework.
• Develop, implement and manage the
organization’s risk management and
internal control frameworks.
• Develop, implement and update policies
and procedures.
• Be alert to relevant trends in the industry
and the organization’s operating
environment.
• Act as conduit between the board and the
organization.
• Develop financial and other reports that
meet public, stakeholder and regulatory
requirements.

5. Audit Committees of the Board of Directors Broad Role:

Provide oversight of the internal and external audit
function and the process of preparing the annual
financial statements as well as public reports on
internal control.

Specific activities include among others:

• Selecting the external audit firm.
• Approving any non-audit work performed
by the audit firm.
• Selecting and/or approving the
appointment of the Chief Audit Executive
(Internal Auditor).
• Reviewing and approving the scope and
budget of the internal audit function.
• Discussing audit findings with internal
auditor and external auditor and advising
the board (and management) on specific
actions that should be taken.

6. Regulators
a. Board of Accountancy Broad Role:
Set accounting and auditing standards dictating
underlying financial reporting and auditing
concepts; set the expectations of audit quality and
accounting quality.

Specific activities include among others:

• Conducting CPA Licensure Board
Examinations.
• Approving accounting principles.
• Approving auditing standards.
• Interpreting previously issued standards
implementing quality control processes to
ensure audit quality.
• Educating members on audit and
accounting requirements.

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 Party Overview of Responsibilities
b. Securities and Exchange Commission Broad Role:
Ensure the accuracy, timeliness and fairness of
public reporting of financial and other information
for public companies.

Specific activities include among others:

• Reviewing filings with the SEC.
• Interacting with the Financial Reporting
Standards Council in setting accounting
standards.
• Specifying independence standards
required of auditors that report on public
financial statements.
• Identify corporate frauds, investigate
causes, and suggest remedial actions.

7. External Auditors Broad Role:

Perform audits of company financial statements to
ensure that the statements are free from material
misstatements including misstatements that may
be due to fraud.

Specific activities include among others:

• Audit of public company financial
statements.
• Audits of nonpublic company financial
statements.
• Other services such as tax or consulting.

8. Internal Auditors Broad Role:

Perform audits of companies for compliance with
company policies and laws, audits to evaluate the
efficiency of operations, and periodic evaluation
and tests of controls.

Specific activities include among others:

• Reporting results and analyses to
management (including operational
management) and audit committees.
• Evaluating internal controls.

SUMMARY OF THE KEY PRINCIPLES OF EFFECTIVE CORPORATE GOVERNNANCE

The key/core governance principles related to Board and Management include:

• The board’s fundamental objective should be to build long-term sustainable growth in
shareholder value for the corporation.
• Successful corporate governance depends upon successful management of the company,
as management has the primary responsibility for creating a culture of performance with integrity
and ethical behavior.
• Effective corporate governance should be integrated with the company’s business strategy
and not viewed as simply a compliance obligation.
• Transparency is a critical element of effective corporate governance, and companies should
make regular efforts to ensure that they have sound disclosure policies and practices.
• Independence and objectivity are necessary attributes of board members; however,
companies must also strike the right balance in the appointment of independent and non-
independent directors to ensure an appropriate range and mix of expertise, diversity, and
knowledge on the board.

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 PART II

SECURITIES AND EXCHANGE COMMISSION (SEC) CODE OF CORPORATE GOVERNANCE (for

Publicly-Listed Companies)

On November 10, 2016, the SEC approved the Code of Corporate Governance for publicly-listed
companies. Its goal is to help companies to develop and sustain an ethical corporate culture and keep
abreast with recent developments in corporate governance.

One of its salient features is for publicly-listed companies to establish a code of business conduct and submit
a new manual on Corporate Governance that would “provide standards for professional and ethical behavior
as well as articulate acceptable and unacceptable conduct and practices.” The Board of Directors is
required to implement the code and make sure that management and employees comply with the internal
policies set.

*****

CODE OF CORPORATE GOVERNANCE FOR PUBLICLY LISTED COMPANIES

(SEC MC No. 19-S-2016)

THE BOARD’S GOVERNANCE RESPONSIBILITIES

Principle 1: The company should be headed by a competent, working board to foster the
long-term success of the corporation, and to sustain its competitiveness and
profitability in a manner consistent with its corporate objectives and the long- term best
interests of its shareholders and other stakeholders.

Principle 2: The fiduciary roles, responsibilities and accountabilities of the Board as provided under
the law, the company’s articles and by-laws, and other legal pronouncements and
guidelines should be clearly made known to all directors as well as to stockholders
and other stakeholders.

Principle 3: Board committees should be set up to the extent possible to support the effective
performance of the Board’s functions, particularly with respect to audit, risk
management, related party transactions, and other key corporate governance
concerns, such as nomination and remuneration. The composition, functions and
responsibilities of all committees established should be contained in a publicly available
Committee Charter.

Principle 4: To show full commitment to the company, the directors should devote the time and
attention necessary to properly and effectively perform their duties and
responsibilities, including sufficient time to be familiar with the corporation’s business.

Principle 5: The Board should endeavor to exercise objective and independent judgment on all
corporate affairs.

Principle 6: The best measure of the Board’s effectiveness is through an assessment process. The
Board should regularly carry out evaluations to appraise its performance as a body, and
assess whether it possesses the right mix of backgrounds and competencies.

Principle 7: Members of the Board are duty-bound to apply high ethical standards, taking into
account the interests of all stakeholders.

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DISCLOSURE AND TRANSPARENCY

Principle 8: The company should establish corporate disclosure policies and procedures that are
practical and in accordance with best practices and regulatory expectations.

Principle 9: The company should establish standards for the appropriate selection of an external
auditor, and exercise effective oversight of the same to strengthen the external
auditor’s independence and enhance audit quality.

Principle10: The company should ensure that material and reportable non-financial and
sustainability issues are disclosed.

Principle 11: The company should maintain a comprehensive and cost-efficient communication
channel for disseminating relevant information. This channel is crucial for informed
decision-making by investors, stakeholders and other interested users.

INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT FRAMEWORK

Principle 12: To ensure the integrity, transparency and proper governance in the conduct of its affairs,
the company should have a strong and effective internal control system and
enterprise risk management framework.

CULTIVATING A SYNERGIC RELATIONSHIP WITH SHAREHOLDERS

Principle 13: The company should treat all shareholders fairly and equitably, and also
recognize, protect and facilitate the exercise of their rights.

DUTIES TO STAKEHOLDERS

Principle 14: The rights of stakeholders established by law, by contractual relations and through
voluntary commitments must be respected. Where stakeholders’ rights and/or interests
are at stake, stakeholders should have the opportunity to obtain prompt effective
redress for the violation of their rights.

Principle 15: A mechanism for employee participation should be developed to create a symbiotic
environment, realize the company’s goals and participate in its corporate governance
processes.

Principle 16: The company should be socially responsible in all its dealings with the communities
where it operates. It should ensure that its interactions serve its environment and
stakeholders in a positive and progressive manner that is fully supportive of its
comprehensive and balanced development.

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INTRODUCTION

1. The Code of Corporate Governance is intended to raise the corporate governance

standards of Philippine corporations to a level at par with its regional and global
counterparts. The latest G20/OECD Principles of Corporate Governance and the
Association of Southeast Asian Nations Corporate Governance Scorecard were used as
key reference materials in the drafting of this Code.

2. The Code will adopt the “comply or explain” approach. This approach combines voluntary
compliance with mandatory disclosure. Companies do not have to comply with the Code,
but they must state in their annual corporate governance reports whether they comply with
the Code provisions, identify any areas of non- compliance, and explain the reasons for
non-compliance.

3. The Code is arranged as follows: Principles, Recommendations and Explanations. The

Principles can be considered as high-level statements of corporate governance good
practice, and are applicable to all companies.

4. The Recommendations are objective criteria that are intended to identify the specific
features of corporate governance good practice that are recommended for
companies operating according to the Code. Alternatives to a Recommendation may be
justified in particular circumstances if good governance can be achieved by other means.
When a Recommendation is not complied with, the company must disclose and describe
this non-compliance, and explain how the overall Principle is being achieved. The
alternative should be consistent with the overall Principle. Descriptions and explanations
should be written in plain language and in a clear, complete, objective and precise manner,
so that shareholders and other stakeholders can assess the company's governance
framework.

5. The Explanations strive to provide companies with additional information on the

recommended best practice.

This Code does not, in any way, prescribe a “one size fits all” framework. It is designed to
allow boards some flexibility in establishing their corporate governance arrangements.
Larger companies and financial institutions would generally be expected to follow most of
the Code’s provisions. Smaller companies may decide that the costs of some of the
provisions outweigh the benefits, or are less relevant in their case. Hence, the Principle of
Proportionality is considered in the application of its provisions.

6. The Code of Corporate Governance for publicly listed companies is the first of a series of
Codes that is intended to cover all types of corporations in the Philippines under supervision
of the Securities and Exchange Commission (SEC).

7. Definition of Terms:

Corporate Governance – the system of stewardship and control to guide organizations in

fulfilling their long-term economic, moral, legal and social obligations towards their
stakeholders.

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Corporate governance is a system of direction, feedback and control using regulations,

performance standards and ethical guidelines to hold the Board and senior management
accountable for ensuring ethical behavior – reconciling long- term customer satisfaction
with shareholder value – to the benefit of all stakeholders and society.

Its purpose is to maximize the organization’s long-term success, creating sustainable value
for its shareholders, stakeholders and the nation.

Board of Directors – the governing body elected by the stockholders that exercises the
corporate powers of a corporation, conducts all its business and controls its properties.

Management – a group of executives given the authority by the Board of Directors to

implement the policies it has laid down in the conduct of the business of the corporation.

Independent director – a person who is independent of management and the controlling

shareholder, and is free from any business or other relationship which could, or could
reasonably be perceived to, materially interfere with his exercise of independent judgment
in carrying out his responsibilities as a director.

Executive director – a director who has executive responsibility of day-to-day operations

of a part or the whole of the organization.

Non-executive director – a director who has no executive responsibility and does not
perform any work related to the operations of the corporation.

Conglomerate – a group of corporations that has diversified business activities in varied

industries, whereby the operations of such businesses are controlled and managed by a
parent corporate entity.

Internal control – a process designed and effected by the board of directors, senior
management, and all levels of personnel to provide reasonable assurance on the
achievement of objectives through efficient and effective operations; reliable,
complete and timely financial and management information; and compliance with
applicable laws, regulations, and the organization’s policies and procedures.

Enterprise Risk Management – a process, effected by an entity’s Board of Directors,

management and other personnel, applied in strategy setting and across the enterprise
that is designed to identify potential events that may affect the entity, manage risks to
be within its risk appetite, and provide reasonable assurance regarding the achievement
of entity objectives.

Related Party – shall cover the company’s subsidiaries, as well as affiliates and any party
(including their subsidiaries, affiliates and special purpose entities), that the company exerts
direct or indirect control over or that exerts direct or indirect control over the
company; the company’s directors; officers; shareholders and related interests (DOSRI),
and their close family members, as well as corresponding persons in affiliated companies.
This shall also include such other person or juridical entity whose interest may pose a
potential conflict with the interest of the company.

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Related Party Transactions – a transfer of resources, services or obligations between a

reporting entity and a related party, regardless of whether a price is charged. It should be
interpreted broadly to include not only transactions that are entered into with related
parties, but also outstanding transactions that are entered into with an unrelated party
that subsequently becomes a related party.

Stakeholders – any individual, organization or society at large who can either affect
and/or be affected by the company’s strategies, policies, business decisions and
operations, in general. This includes, among others, customers, creditors, employees,
suppliers, investors, as well as the government and community in which it operates.

THE BOARD’S GOVERNANCE RESPONSIBILITIES

1. ESTABLISHING A COMPETENT BOARD

Principle

The company should be headed by a competent, working board to foster the long-term success
of the corporation, and to sustain its competitiveness and profitability in a manner consistent
with its corporate objectives and the long-term best interests of its shareholders and other
stakeholders.

Recommendation 1.1

The Board should be composed of directors with a collective working knowledge, experience
or expertise that is relevant to the company’s industry/sector. The Board should always ensure
that it has an appropriate mix of competence and expertise and that its members remain
qualified for their positions individually and collectively, to enable it to fulfill its roles and
responsibilities and respond to the needs of the organization based on the evolving business
environment and strategic direction.

Explanation

Competence can be determined from the collective knowledge, experience and expertise of
each director that is relevant to the industry/sector that the company is in. A Board with the
necessary knowledge, experience and expertise can properly perform its task of overseeing
management and governance of the corporation, formulating the corporation’s vision, mission,
strategic objectives, policies and procedures that would guide its activities, effectively
monitoring management’s performance and supervising the proper implementation of the
same. In this regard, the Board sets qualification standards for its members to facilitate the
selection of potential nominees for board seats, and to serve as a benchmark for the evaluation
of its performance.

Recommendation 1.2

The Board should be composed of a majority of non-executive directors who possess the
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necessary qualifications to effectively participate and help secure objective, independent

judgment on corporate affairs and to substantiate proper checks and balances.

Explanation

The right combination of non-executive directors (NEDs), which include independent directors
(IDs) and executive directors (EDs), ensures that no director or small group of directors can
dominate the decision-making process. Further, a board composed of a majority of NEDs
assures protection of the company’s interest over the interest of the individual shareholders.
The company determines the qualifications of the NEDs that enable them to effectively
participate in the deliberations of the Board and carry out their roles and responsibilities.

Recommendation 1.3

The Company should provide in its Board Charter and Manual on Corporate Governance a
policy on the training of directors, including an orientation program for first-time directors and
relevant annual continuing training for all directors.

Explanation

The orientation program for first-time directors and relevant annual continuing training for all
directors aim to promote effective board performance and continuing qualification of the
directors in carrying-out their duties and responsibilities. It is suggested that the orientation
program for first-time directors, in any company, be for at least eight hours, while the annual
continuing training be for at least four hours.

All directors should be properly oriented upon joining the board. This ensures that new
members are appropriately apprised of their duties and responsibilities, before beginning their
directorships. The orientation program covers SEC-mandated topics on corporate governance
and an introduction to the company’s business, Articles of Incorporation, and Code of Conduct.
It should be able to meet the specific needs of the company and the individual directors and aid
any new director in effectively performing his or her functions.

The annual continuing training program, on the other hand, makes certain that the directors are
continuously informed of the developments in the business and regulatory environments,
including emerging risks relevant to the company. It involves courses on corporate governance
matters relevant to the company, including audit, internal controls, risk management,
sustainability and strategy. It is encouraged that companies assess their own training and
development needs in determining the coverage of their continuing training program.

Recommendation 1.4

The Board should have a policy on board diversity.

Explanation

Having a board diversity policy is a move to avoid groupthink and ensure that optimal decision-
making is achieved. A board diversity policy is not limited to gender diversity. It also includes
diversity in age, ethnicity, culture, skills, competence and knowledge. On gender diversity
policy, a good example is to increase the number of female directors, including female

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independent directors.

Recommendation 1.5

The Board should ensure that it is assisted in its duties by a Corporate Secretary, who should
be a separate individual from the Compliance Officer. The Corporate Secretary should not be
a member of the Board of Directors and should annually attend a training on corporate
governance.

Explanation

The Corporate Secretary is primarily responsible to the corporation and its shareholders, and
not to the Chairman or President of the Company and has, among others, the following duties
and responsibilities:

a. Assists the Board and the board committees in the conduct of their meetings, including
preparing an annual schedule of Board and committee meetings and the annual board
calendar, and assisting the chairs of the Board and its committees to set agendas for those
meetings;

b. Safe keeps and preserves the integrity of the minutes of the meetings of the Board and its
committees, as well as other official records of the corporation;

c. Keeps abreast on relevant laws, regulations, all governance issuances, relevant industry
developments and operations of the corporation, and advises the Board and the Chairman
on all relevant issues as they arise;

d. Works fairly and objectively with the Board, Management and stockholders and contributes
to the flow of information between the Board and management, the Board and its
committees, and the Board and its stakeholders, including shareholders;

e. Advises on the establishment of board committees and their terms of reference;

f. Informs members of the Board, in accordance with the by-laws, of the agenda of their
meetings at least five working days in advance, and ensures that the members have before
them accurate information that will enable them to arrive at intelligent decisions on matters
that require their approval;

g. Attends all Board meetings, except when justifiable causes, such as illness, death in the
immediate family and serious accidents, prevent him/her from doing so;

h. Performs required administrative functions;

i. Oversees the drafting of the by-laws and ensures that they conform with regulatory
requirements; and

j. Performs such other duties and responsibilities as may be provided by the SEC.

Recommendation 1.6

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The Board should ensure that it is assisted in its duties by a Compliance Officer, who should
have a rank of Senior Vice President or an equivalent position with adequate stature and
authority in the corporation. The Compliance Officer should not be a member of the
Board of Directors and should annually attend a training on corporate governance.

Explanation

The Compliance Officer is a member of the company’s management team in charge of the
compliance function. Similar to the Corporate Secretary, he/she is primarily liable to the
corporation and its shareholders, and not to the Chairman or President of the company. He/she
has, among others, the following duties and responsibilities:

a. Ensures proper onboarding of new directors (i.e., orientation on the company’s

business, charter, articles of incorporation and by-laws, among others);

b. Monitors, reviews, evaluates and ensures the compliance by the corporation, its officers
and directors with the relevant laws, this Code, rules and regulations and all governance
issuances of regulatory agencies;

c. Reports the matter to the Board if violations are found and recommends the
imposition of appropriate disciplinary action;

d. Ensures the integrity and accuracy of all documentary submissions to regulators;

e. Appears before the SEC when summoned in relation to compliance with this Code;

f. Collaborates with other departments to properly address compliance issues, which may be
subject to investigation;

g. Identifies possible areas of compliance issues and works towards the resolution of the
same;

h. Ensures the attendance of board members and key officers to relevant trainings; and

i. Performs such other duties and responsibilities as may be provided by the SEC.

2. ESTABLISHING CLEAR ROLES AND RESPONSIBILITIES OF THE BOARD

Principle

The fiduciary roles, responsibilities and accountabilities of the Board as provided under the law,
the company’s articles and by-laws, and other legal pronouncements and guidelines should be
clearly made known to all directors as well as to shareholders and other stakeholders.

Recommendation 2.1

The Board members should act on a fully informed basis, in good faith, with due diligence and
care, and in the best interest of the company and all shareholders.

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Explanation

There are two key elements of the fiduciary duty of board members: the duty of care and the
duty of loyalty. The duty of care requires board members to act on a fully informed basis, in
good faith, with due diligence and care. The duty of loyalty is also of central importance; the
board member should act in the interest of the company and all its shareholders, and not those
of the controlling company of the group or any other stakeholder.

Recommendation 2.2

The Board should oversee the development of and approve the company’s business objectives
and strategy, and monitor their implementation, in order to sustain the company’s long-term
viability and strength.

Explanation

According to the OECD, the Board should review and guide corporate strategy, major plans of
action, risk management policies and procedures, annual budgets and business plans; set
performance objectives; monitor implementation and corporate performance; and oversee
major capital expenditures, acquisitions and divestitures. Sound strategic policies and
objectives translate to the company’s proper identification and prioritization of its goals and
guidance on how best to achieve them. This creates optimal value to the corporation.

Recommendation 2.3

The Board should be headed by a competent and qualified Chairperson.

Explanation

The roles and responsibilities of the Chairman include, among others, the following:

a. Makes certain that the meeting agenda focuses on strategic matters, including the overall
risk appetite of the corporation, considering the developments in the business and
regulatory environments, key governance concerns, and contentious issues that will
significantly affect operations;
b. Guarantees that the Board receives accurate, timely, relevant, insightful, concise, and clear
information to enable it to make sound decisions;
c. Facilitates discussions on key issues by fostering an environment conducive for
constructive debate and leveraging on the skills and expertise of individual directors;
d. Ensures that the Board sufficiently challenges and inquires on reports submitted and
representations made by Management;
e. Assures the availability of proper orientation for first-time directors and continuing training
opportunities for all directors; and
f. Makes sure that performance of the Board is evaluated at least once a year and
discussed/followed up on.

Recommendation 2.4

The Board should be responsible for ensuring and adopting an effective succession planning
program for directors, key officers and management to ensure growth and a continued increase

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in the shareholders’ value. This should include adopting a policy on the retirement age for
directors and key officers as part of management succession and to promote dynamism in the
corporation.

Explanation

The transfer of company leadership to highly competent and qualified individuals is the goal of
succession planning. It is the Board’s responsibility to implement a process to appoint
competent, professional, honest and highly motivated management officers who can add value
to the company.

A good succession plan is linked to the documented roles and responsibilities for each position,
and should start in objectively identifying the key knowledge, skills, and abilities required for the
position. For any potential candidate identified, a professional development plan is defined to
help the individuals prepare for the job (e.g., training to be taken and cross experience to be
achieved). The process is conducted in an impartial manner and aligned with the strategic
direction of the organization.

Recommendation 2.5

The Board should align the remuneration of key officers and board members with the long-term
interests of the company. In doing so, it should formulate and adopt a policy specifying the
relationship between remuneration and performance. Further, no director should participate in
discussions or deliberations involving his own remuneration.

Explanation

Companies are able to attract and retain the services of qualified and competent individuals if
the level of remuneration is sufficient, in line with the business and risk strategy, objectives,
values and incorporate measures to prevent conflicts of interest. Remuneration policies
promote a sound risk culture in which risk-taking behavior is appropriate. They also encourage
employees to act in the long-term interest of the company as a whole, rather than for themselves
or their business lines only. Moreover, it is good practice for the Board to formulate and adopt
a policy specifying the relationship between remuneration and performance, which includes
specific financial and non- financial metrics to measure performance and set specific provisions
for employees with significant influence on the overall risk profile of the corporation.

Key considerations in determining proper compensation include the following: (1) the level of
remuneration is commensurate to the responsibilities of the role; (2) no director should
participate in deciding on his remuneration; and (3) remuneration pay-out schedules should be
sensitive to risk outcomes over a multi-year horizon.

For employees in control functions (e.g., risk, compliance and internal audit), their remuneration
is determined independent of any business line being overseen, and performance measures
are based principally on the achievement of their objectives so as not to compromise their
independence.

Recommendation 2.6
The Board should have and disclose in its Manual on Corporate Governance a formal and
transparent board nomination and election policy that should include how it accepts

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nominations from minority shareholders and reviews nominated candidates. The policy should
also include an assessment of the effectiveness of the Board’s processes and procedures in
the nomination, election, or replacement of a director. In addition, its process of identifying the
quality of directors should be aligned with the strategic direction of the company.

Explanation

It is the Board’s responsibility to develop a policy on board nomination, which is contained in

the company’s Manual on Corporate Governance. The policy should encourage shareholders’
participation by including procedures on how the Board accepts nominations from minority
shareholders. The policy should also promote transparency of the Board’s nomination and
election process.

The nomination and election process also includes the review and evaluation of the
qualifications of all persons nominated to the Board, including whether candidates: (1) possess
the knowledge, skills, experience, and particularly in the case of non-executive directors,
independence of mind given their responsibilities to the Board and in light of the entity’s
business and risk profile; (2) have a record of integrity and good repute; (3) have sufficient time
to carry out their responsibilities; and (4) have the ability to promote a smooth interaction
between board members. A good practice is the use of professional search firms or external
sources when searching for candidates to the Board.

In addition, the process also includes monitoring the qualifications of the directors. The
qualifications and grounds for disqualification are contained in the company’s Manual on
Corporate Governance.

The following may be considered as grounds for the permanent disqualification of a director:

a. Any person convicted by final judgment or order by a competent judicial or administrative

body of any crime that: (a) involves the purchase or sale of securities, as defined in the
Securities Regulation Code; (b) arises out of the person’s conduct as an underwriter, broker,
dealer, investment adviser, principal, distributor, mutual fund dealer, futures commission
merchant, commodity trading advisor, or floor broker; or (c) arises out of his fiduciary
relationship with a bank, quasi-bank, trust company, investment house or as an affiliated
person of any of them;

b. Any person who, by reason of misconduct, after hearing, is permanently enjoined by a final
judgment or order of the SEC, Bangko Sentral ng Pilipinas (BSP) or any court or
administrative body of competent jurisdiction from: (a) acting as underwriter, broker, dealer,
investment adviser, principal distributor, mutual fund dealer, futures commission merchant,
commodity trading advisor, or floor broker; (b) acting as director or officer of a bank, quasi-
bank, trust company, investment house, or investment company; (c) engaging in or
continuing any conduct or practice in any of the capacities mentioned in sub-paragraphs (a)
and (b) above, or willfully violating the laws that govern securities and banking activities.

The disqualification should also apply if (a) such person is the subject of an order of the SEC,
BSP or any court or administrative body denying, revoking or suspending any registration,
license or permit issued to him under the Corporation Code, Securities Regulation
Code or any other law administered by the SEC or BSP, or under any rule or regulation
issued by the Commission or BSP; (b) such person has otherwise been restrained to engage
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in any activity involving securities and banking; or (c) such person is the subject of an
effective order of a self-regulatory organization suspending or expelling him from
membership, participation or association with a member or participant of the organization;

c. Any person convicted by final judgment or order by a court, or competent administrative

body of an offense involving moral turpitude, fraud, embezzlement, theft, estafa,
counterfeiting, misappropriation, forgery, bribery, false affirmation, perjury or other
fraudulent acts;

d. Any person who has been adjudged by final judgment or order of the SEC, BSP, court, or
competent administrative body to have willfully violated, or willfully aided, abetted,
counseled, induced or procured the violation of any provision of the Corporation Code,
Securities Regulation Code or any other law, rule, regulation or order administered by the
SEC or BSP;

e. Any person judicially declared as insolvent;

f. Any person found guilty by final judgment or order of a foreign court or equivalent financial
regulatory authority of acts, violations or misconduct similar to any of the acts, violations or
misconduct enumerated previously;

g. Conviction by final judgment of an offense punishable by imprisonment for more than six
years, or a violation of the Corporation Code committed within five years prior to the date of
his election or appointment; and

h. Other grounds as the SEC may provide.

In addition, the following may be grounds for temporary disqualification of a director:

a. Absence in more than fifty percent (50%) of all regular and special meetings of the Board
during his incumbency, or any 12-month period during the said incumbency, unless the
absence is due to illness, death in the immediate family or serious accident. The
disqualification should apply for purposes of the succeeding election;

b. Dismissal or termination for cause as director of any publicly-listed company, public

company, registered issuer of securities and holder of a secondary license from the
Commission. The disqualification should be in effect until he has cleared himself from any
involvement in the cause that gave rise to his dismissal or termination;

c. If the beneficial equity ownership of an independent director in the corporation or its

subsidiaries and affiliates exceeds two percent (2%) of its subscribed capital stock. The
disqualification from being elected as an independent director is lifted if the limit is later
complied with; and

d. If any of the judgments or orders cited in the grounds for permanent disqualification has not
yet become final.

Recommendation 2.7

The Board should have the overall responsibility in ensuring that there is a group-wide policy
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and system governing related party transactions (RPTs) and other unusual or infrequently
occurring transactions, particularly those which pass certain thresholds of materiality. The
policy should include the appropriate review and approval of material or significant RPTs, which
guarantee fairness and transparency of the transactions. The policy should encompass all
entities within the group, taking into account their size, structure, risk profile and complexity of
operations.

Explanation

Ensuring the integrity of related party transactions is an important fiduciary duty of the director.
It is the Board’s role to initiate policies and measures geared towards prevention of abuse and
promotion of transparency, and in compliance with applicable laws and regulations to protect
the interest of all shareholders. One such measure is the required ratification by shareholders
of material or significant RPTs approved by the Board, in accordance with existing laws. Other
measures include ensuring that transactions occur at market prices, at arm’s-length basis and
under conditions that protect the rights of all shareholders.

The following are suggestions for the content of the RPT Policy:

• Definition of related parties;

• Coverage of RPT policy;
• Guidelines in ensuring arm’s-length terms;
• Identification and prevention or management of potential or actual
conflicts of interest which arise;
• Adoption of materiality thresholds;
• Internal limits for individual and aggregate exposures;
• Whistle-blowing mechanisms, and
• Restitution of losses and other remedies for abusive RPTs.

In addition, the company is given the discretion to set their materiality threshold at a level where
omission or misstatement of the transaction could pose a significant risk to the company and
influence its economic decision. The SEC may direct a company to reduce its materiality
threshold or amend excluded transactions if the SEC deems that the threshold or exclusion is
inappropriate considering the company’s size, risk profile, and risk management systems.

Depending on the materiality threshold, approval of management, the RPT Committee, the
Board or the shareholders may be required. In cases where the shareholders’ approval is
required, it is good practice for interested shareholders to abstain and let the disinterested
parties or majority of the minority shareholders decide.

Recommendation 2.8

The Board should be primarily responsible for approving the selection and assessing the
performance of the Management led by the Chief Executive Officer (CEO), and control functions
led by their respective heads (Chief Risk Officer, Chief Compliance Officer, and Chief Audit
Executive).

Explanation

It is the responsibility of the Board to appoint a competent management team at all times,
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monitor and assess the performance of the management team based on established
performance standards that are consistent with the company’s strategic objectives, and
conduct a regular review of the company’s policies with the management team. In the selection
process, fit and proper standards are to be applied on key personnel and due consideration is
given to integrity, technical expertise and experience in the institution’s business, either current
or planned.

Recommendation 2.9

The Board should establish an effective performance management framework that will ensure
that the Management, including the Chief Executive Officer, and personnel’s performance is at
par with the standards set by the Board and Senior Management.

Explanation

Results of performance evaluation should be linked to other human resource activities such as
training and development, remuneration, and succession planning. These should likewise form
part of the assessment of the continuing fitness and propriety of management, including the
Chief Executive Officer, and personnel in carrying out their respective duties and
responsibilities.

Recommendation 2.10

The Board should oversee that an appropriate internal control system is in place, including
setting up a mechanism for monitoring and managing potential conflicts of interest of
Management, board members, and shareholders. The Board should also approve the Internal
Audit Charter.

Explanation

In the performance of the Board’s oversight responsibility, the minimum internal control
mechanisms may include overseeing the implementation of the key control functions, such as
risk management, compliance and internal audit, and reviewing the corporation’s human
resource policies, conflict of interest situations, compensation program for employees and
management succession plan.

Recommendation 2.11

The Board should oversee that a sound enterprise risk management (ERM) framework is in
place to effectively identify, monitor, assess and manage key business risks. The risk
management framework should guide the Board in identifying units/business lines and
enterprise-level risk exposures, as well as the effectiveness of risk management strategies.

Explanation

Risk management policy is part and parcel of a corporation’s corporate strategy. The Board is
responsible for defining the company’s level of risk tolerance and providing oversight over its
risk management policies and procedures.

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Recommendation 2.12

The Board should have a Board Charter that formalizes and clearly states its roles,
responsibilities and accountabilities in carrying out its fiduciary duties. The Board Charter
should serve as a guide to the directors in the performance of their functions and should be
publicly available and posted on the company’s website.

Explanation

The Board Charter guides the directors on how to discharge their functions. It provides the
standards for evaluating the performance of the Board. The Board Charter also contains the
roles and responsibilities of the Chairman.

3. ESTABLISHING BOARD COMMITTEES

Principle

Board committees should be set up to the extent possible to support the effective performance
of the Board’s functions, particularly with respect to audit, risk management, related party
transactions, and other key corporate governance concerns, such as nomination and
remuneration. The composition, functions and responsibilities of all committees established
should be contained in a publicly available Committee Charter.

Recommendation 3.1

The Board should establish board committees that focus on specific board functions to aid in
the optimal performance of its roles and responsibilities.

Explanation

Board committees such as the Audit Committee, Corporate Governance Committee, Board Risk
Oversight Committee and Related Party Transaction Committee are necessary to support the
Board in the effective performance of its functions. The establishment of the same, or any other
committees that the company deems necessary, allows for specialization in issues and leads to
a better management of the Board’s workload. The type of board committees to be established
by a company would depend on its size, risk profile and complexity of operations. However, if
the committees are not established, the functions of these committees may be carried out by
the whole board or by any other committee.

Recommendation 3.2

The Board should establish an Audit Committee to enhance its oversight capability over the
company’s financial reporting, internal control system, internal and external audit processes,
and compliance with applicable laws and regulations. The committee should be composed of
at least three appropriately qualified non-executive directors, the majority of whom, including
the Chairman, should be independent. All of the members of the committee must have relevant
background, knowledge, skills, and/or experience in the areas of accounting, auditing and
finance. The Chairman of the Audit Committee should not be the chairman of the Board or of
any other committees.

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Explanation

The Audit Committee is responsible for overseeing the senior management in establishing and
maintaining an adequate, effective and efficient internal control framework. It ensures that
systems and processes are designed to provide assurance in areas including reporting,
monitoring compliance with laws, regulations and internal policies, efficiency and effectiveness
of operations, and safeguarding of assets.

The Audit Committee has the following duties and responsibilities, among others:

a. Recommends the approval the Internal Audit Charter (IA Charter), which formally defines
the role of Internal Audit and the audit plan as well as oversees the implementation of the
IA Charter;

b. Through the Internal Audit (IA) Department, monitors and evaluates the adequacy and
effectiveness of the corporation’s internal control system, integrity of financial reporting,
and security of physical and information assets. Well-designed internal control procedures
and processes that will provide a system of checks and balances should be in place in order
to (a) safeguard the company’s resources and ensure their effective utilization, (b) prevent
occurrence of fraud and other irregularities,
(c) protect the accuracy and reliability of the company’s financial data, and (d) ensure
compliance with applicable laws and regulations;

c. Oversees the Internal Audit Department, and recommends the appointment and/or grounds
for approval of an internal audit head or Chief Audit Executive (CAE). The Audit Committee
should also approve the terms and conditions for outsourcing internal audit services;

d. Establishes and identifies the reporting line of the Internal Auditor to enable him to properly
fulfill his duties and responsibilities. For this purpose, he should directly report to the Audit
Committee;

e. Reviews and monitors Management’s responsiveness to the Internal Auditor’s findings and
recommendations;

f. Prior to the commencement of the audit, discusses with the External Auditor the nature,
scope and expenses of the audit, and ensures the proper coordination if more than one
audit firm is involved in the activity to secure proper coverage and minimize duplication of
efforts;

g. Evaluates and determines the non-audit work, if any, of the External Auditor, and
periodically reviews the non-audit fees paid to the External Auditor in relation to the total
fees paid to him and to the corporation’s overall consultancy expenses. The committee
should disallow any non-audit work that will conflict with his duties as an External Auditor
or may pose a threat to his independence 3. The non-audit work, if allowed, should be
disclosed in the corporation’s Annual Report and Annual Corporate Governance Report;

h. Reviews and approves the Interim and Annual Financial Statements before their submission
to the Board, with particular focus on the following matters:

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• Any change/s in accounting policies and practices

• Areas where a significant amount of judgment has been exercised
• Significant adjustments resulting from the audit
• Going concern assumptions
• Compliance with accounting standards
• Compliance with tax, legal and regulatory requirements

i. Reviews the disposition of the recommendations in the External Auditor’s management

letter;

j. Performs oversight functions over the corporation’s Internal and External Auditors. It
ensures the independence of Internal and External Auditors, and that both auditors are
given unrestricted access to all records, properties and personnel to enable them to
perform their respective audit functions;

k. Coordinates, monitors and facilitates compliance with laws, rules and regulations;

l. Recommends to the Board the appointment, reappointment, removal and fees of the
External Auditor, duly accredited by the Commission, who undertakes an independent audit
of the corporation, and provides an objective assurance on the manner by which the
financial statements should be prepared and presented to the stockholders; and

m. In case the company does not have a Board Risk Oversight Committee and/or Related Party
Transactions Committee, performs the functions of said committees as provided under
Recommendations 3.4 and 3.5.

The Audit Committee meets with the Board at least every quarter without the presence of the
CEO or other management team members, and periodically meets with the head of the internal
audit.

Recommendation 3.3

The Board should establish a Corporate Governance Committee that should be tasked to assist
the Board in the performance of its corporate governance responsibilities, including the
functions that were formerly assigned to a Nomination and Remuneration Committee. It should
be composed of at least three members, all of whom should be independent directors, including
the Chairman.

Explanation

The Corporate Governance Committee (CG Committee) is tasked with ensuring compliance
with and proper observance of corporate governance principles and practices. It has the
following duties and functions, among others:

a. Oversees the implementation of the corporate governance framework and periodically

reviews the said framework to ensure that it remains appropriate in light of material changes
to the corporation’s size, complexity and business strategy, as well as its business and
regulatory environments;

b. Oversees the periodic performance evaluation of the Board and its committees as well as
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executive management, and conducts an annual self-evaluation of its performance;

c. Ensures that the results of the Board evaluation are shared, discussed, and that concrete
action plans are developed and implemented to address the identified areas for
improvement;
d. Recommends continuing education/training programs for directors, assignment of
tasks/projects to board committees, succession plan for the board members and senior
officers, and remuneration packages for corporate and individual performance;

e. Adopts corporate governance policies and ensures that these are reviewed and updated
regularly, and consistently implemented in form and substance;
f. Proposes and plans relevant trainings for the members of the Board;

g. Determines the nomination and election process for the company’s directors and has the
special duty of defining the general profile of board members that the company may need
and ensuring appropriate knowledge, competencies and expertise that complement the
existing skills of the Board; and

h. Establishes a formal and transparent procedure to develop a policy for determining the
remuneration of directors and officers that is consistent with the corporation’s culture and
strategy as well as the business environment in which it operates.

The establishment of a Corporate Governance Committee does not preclude companies from
establishing separate Remuneration or Nomination Committees, if they deem necessary.

Recommendation 3.4

Subject to a corporation’s size, risk profile and complexity of operations, the Board should
establish a separate Board Risk Oversight Committee (BROC) that should be responsible for
the oversight of a company’s Enterprise Risk Management system to ensure its functionality
and effectiveness. The BROC should be composed of at least three members, the majority of
whom should be independent directors, including the Chairman. The Chairman should not be
the Chairman of the Board or of any other committee. At least one member of the committee
must have relevant thorough knowledge and experience on risk and risk management.

Explanation

The establishment of a Board Risk Oversight Committee (BROC) is generally for conglomerates
and companies with a high risk profile.

Enterprise risk management is integral to an effective corporate governance process and the
achievement of a company's value creation objectives. Thus, the BROC has the responsibility
to assist the Board in ensuring that there is an effective and integrated risk management
process in place. With an integrated approach, the Board and top management will be in a
confident position to make well-informed decisions, having taken into consideration risks related
to significant business activities, plans and opportunities.

The BROC has the following duties and responsibilities, among others:

a. Develops a formal enterprise risk management plan which contains the following elements:
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(a) common language or register of risks, (b) well-defined risk management goals,
objectives and oversight, (c) uniform processes of assessing risks and developing
strategies to manage prioritized risks, (d) designing and implementing risk management
strategies, and (e) continuing assessments to improve risk strategies, processes and
measures;

b. Oversees the implementation of the enterprise risk management plan through a

Management Risk Oversight Committee. The BROC conducts regular discussions on the
company’s prioritized and residual risk exposures based on regular risk management
reports and assesses how the concerned units or offices are addressing and managing
these risks;

c. Evaluates the risk management plan to ensure its continued relevance, comprehensiveness
and effectiveness. The BROC revisits defined risk management strategies, looks for
emerging or changing material exposures, and stays abreast of significant developments
that seriously impact the likelihood of harm or loss;

d. Advises the Board on its risk appetite levels and risk tolerance limits;

e. Reviews at least annually the company’s risk appetite levels and risk tolerance limits based
on changes and developments in the business, the regulatory framework, the external
economic and business environment, and when major events occur that are considered to
have major impacts on the company;

f. Assesses the probability of each identified risk becoming a reality and estimates its possible
significant financial impact and likelihood of occurrence. Priority areas of concern are those
risks that are the most likely to occur and to impact the performance and stability of the
corporation and its stakeholders;

g. Provides oversight over Management’s activities in managing credit, market, liquidity,

operational, legal and other risk exposures of the corporation. This function includes
regularly receiving information on risk exposures and risk management activities from
Management; and

h. Reports to the Board on a regular basis, or as deemed necessary, the company’s material
risk exposures, the actions taken to reduce the risks, and recommends further action or
plans, as necessary.

Recommendation 3.5

Subject to a corporation’s size, risk profile and complexity of operations, the Board should
establish a Related Party Transaction (RPT) Committee, which should be tasked with reviewing
all material related party transactions of the company and should be composed of at least three
non-executive directors, two of whom should be independent, including the Chairman.

Explanation

Examples of companies that may have a separate RPT Committee are conglomerates and
universal/commercial banks in recognition of the potential magnitude of RPTs in these kinds of
corporations.

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The following are the functions of the RPT Committee, among others:

a. Evaluates on an ongoing basis existing relations between and among businesses and
counterparties to ensure that all related parties are continuously identified, RPTs are
monitored, and subsequent changes in relationships with counterparties (from non-related
to related and vice versa) are captured. Related parties, RPTs and changes in relationships
should be reflected in the relevant reports to the Board and regulators/supervisors;

b. Evaluates all material RPTs to ensure that these are not undertaken on more favorable
economic terms (e.g., price, commissions, interest rates, fees, tenor, collateral requirement)
to such related parties than similar transactions with non- related parties under similar
circumstances and that no corporate or business resources of the company are
misappropriated or misapplied, and to determine any potential reputational risk issues that
may arise as a result of or in connection with the transactions. In evaluating RPTs, the
Committee takes into account, among others, the following:

1. The related party’s relationship to the company and interest in the transaction;
2. The material facts of the proposed RPT, including the proposed aggregate value of
such transaction;
3. The benefits to the corporation of the proposed RPT;
4. The availability of other sources of comparable products or services; and
5. An assessment of whether the proposed RPT is on terms and conditions that are
comparable to the terms generally available to an unrelated party under similar
circumstances. The company should have an effective price discovery system in place
and exercise due diligence in determining a fair price for RPTs;

c. Ensures that appropriate disclosure is made, and/or information is provided to regulating

and supervising authorities relating to the company’s RPT exposures, and policies on
conflicts of interest or potential conflicts of interest. The disclosure should include
information on the approach to managing material conflicts of interest that are inconsistent
with such policies, and conflicts that could arise as a result of the company’s affiliation or
transactions with other related parties;

d. Reports to the Board of Directors on a regular basis, the status and aggregate exposures
to each related party, as well as the total amount of exposures to all related parties;

e. Ensures that transactions with related parties, including write-off of exposures are subject
to a periodic independent review or audit process; and

f. Oversees the implementation of the system for identifying, monitoring, measuring,

controlling, and reporting RPTs, including a periodic review of RPT policies and procedures.

Recommendation 3.6

All established committees should be required to have Committee Charters stating in plain
terms their respective purposes, memberships, structures, operations, reporting processes,
resources and other relevant information. The Charters should provide the standards for
evaluating the performance of the Committees. It should also be fully disclosed on the
company’s website.

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Explanation

The Committee Charter clearly defines the roles and accountabilities of each committee to
avoid any overlapping functions, which aims at having a more effective board for the company.
This can also be used as basis for the assessment of committee performance.

4. FOSTERING COMMITMENT

Principle

To show full commitment to the company, the directors should devote the time and attention
necessary to properly and effectively perform their duties and responsibilities, including
sufficient time to be familiar with the corporation’s business.

Recommendation 4.1

The directors should attend and actively participate in all meetings of the Board, Committees,
and Shareholders in person or through tele-/videoconferencing conducted in accordance with
the rules and regulations of the Commission, except when justifiable causes, such as, illness,
death in the immediate family and serious accidents, prevent them from doing so. In Board and
Committee meetings, the director should review meeting materials and if called for, ask the
necessary questions or seek clarifications and explanations.

Explanation

A director’s commitment to the company is evident in the amount of time he dedicates to

performing his duties and responsibilities, which includes his presence in all meetings of the
Board, Committees and Shareholders. In this way, the director is able to effectively perform
his/her duty to the company and its shareholders.

The absence of a director in more than fifty percent (50%) of all regular and special meetings
of the Board during his/her incumbency is a ground for disqualification in the succeeding
election, unless the absence is due to illness, death in the immediate family, serious accident
or other unforeseen or fortuitous events.

Recommendation 4.2

The non-executive directors of the Board should concurrently serve as directors to a maximum
of five publicly listed companies to ensure that they have sufficient time to fully prepare for
meetings, challenge Management’s proposals/views, and oversee the long-term strategy of the
company.

Explanation

Being a director necessitates a commitment to the corporation. Hence, there is a need to set a
limit on board directorships. This ensures that the members of the board are able to effectively
commit themselves to perform their roles and responsibilities, regularly update their
knowledge and enhance their skills. Since sitting on the board of too many companies may
interfere with the optimal performance of board members, in that they may not be able to

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contribute enough time to keep abreast of the corporation’s operations and to attend and
actively participate during meetings, a maximum board seat limit of five directorships is
recommended.

Recommendation 4.3

A director should notify the Board where he/she is an incumbent director before accepting a
directorship in another company.

Explanation

The Board expects commitment from a director to devote sufficient time and attention to his/her
duties and responsibilities. Hence, it is important that a director notifies his/her incumbent Board
before accepting a directorship in another company. This is for the company to be able to
assess if his/her present responsibilities and commitment to the company will be affected and
if the director can still adequately provide what is expected of him/her.

5. REINFORCING BOARD INDEPENDENCE

Principle

The board should endeavor to exercise an objective and independent judgment on all corporate
affairs.

Recommendation 5.1

The Board should have at least three independent directors, or such number as to constitute at
least one-third of the members of the Board, whichever is higher.

Explanation

The presence of independent directors in the Board is to ensure the exercise of independent
judgment on corporate affairs and proper oversight of managerial performance, including
prevention of conflict of interests and balancing of competing demands of the corporation.
There is increasing global recognition that more independent directors in the Board lead to
more objective decision-making, particularly in conflict of interest situations. In addition, experts
have recognized that there are varying opinions on the optimal number of independent directors
in the board. However, the ideal number ranges from one-third to a substantial majority.

Recommendation 5.2

The Board should ensure that its independent directors possess the necessary qualifications
and none of the disqualifications for an independent director to hold the position.

Explanation

Independent directors need to possess a good general understanding of the industry they are
in. Further, it is worthy to note that independence and competence should go hand-in-hand. It
is therefore important that the non-executive directors, including independent directors,

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possess the qualifications and stature that would enable them to effectively and objectively
participate in the deliberations of the Board.

An Independent Director refers to a person who, ideally:

a. Is not, or has not been a senior officer or employee of the covered company unless there
has been a change in the controlling ownership of the company;

b. Is not, and has not been in the three years immediately preceding the election, a director
of the covered company; a director, officer, employee of the covered company’s
subsidiaries, associates, affiliates or related companies; or a director, officer, employee of
the covered company’s substantial shareholders and its related companies;

c. Has not been appointed in the covered company, its subsidiaries, associates, affiliates or
related companies as Chairman “Emeritus,” “Ex-Officio” Directors/Officers or Members of
any Advisory Board, or otherwise appointed in a capacity to assist the Board in the
performance of its duties and responsibilities within three years immediately preceding his
election;

d. Is not an owner of more than two percent (2%) of the outstanding shares of the covered
company, its subsidiaries, associates, affiliates or related companies;

e. Is not a relative of a director, officer, or substantial shareholder of the covered company or

any of its related companies or of any of its substantial shareholders. For this purpose,
relatives include spouse, parent, child, brother, sister and the spouse of such child, brother
or sister;

f. Is not acting as a nominee or representative of any director of the covered company or any
of its related companies;

g. Is not a securities broker-dealer of listed companies and registered issuers of securities.

“Securities broker-dealer” refers to any person holding any office of trust and responsibility
in a broker-dealer firm, which includes, among others, a director, officer, principal
stockholder, nominee of the firm to the Exchange, an associated person or salesman, and
an authorized clerk of the broker or dealer;

h. Is not retained, either in his personal capacity or through a firm, as a professional adviser,
auditor, consultant, agent or counsel of the covered company, any of its related companies
or substantial shareholder, or is otherwise independent of Management and free from any
business or other relationship within the three years immediately preceding the date of his
election;

i. Does not engage or has not engaged, whether by himself or with other persons or through
a firm of which he is a partner, director or substantial shareholder, in any transaction with
the covered company or any of its related companies or substantial shareholders, other
than such transactions that are conducted at arm’s length and could not materially interfere
with or influence the exercise of his independent judgment;

j. Is not affiliated with any non-profit organization that receives significant funding from the
covered company or any of its related companies or substantial shareholders; and

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k. Is not employed as an executive officer of another company where any of the covered
company’s executives serve as directors.

Related companies, as used in this section, refer to (a) the covered entity’s holding/parent
company; (b) its subsidiaries; and (c) subsidiaries of its holding/parent company.

Recommendation 5.3

The Board’s independent directors should serve for a maximum cumulative term of nine years.
After which, the independent director should be perpetually barred from re- election as such in
the same company, but may continue to qualify for nomination and election as a non-
independent director. In the instance that a company wants to retain an independent director
who has served for nine years, the Board should provide meritorious justification/s and seek
shareholders’ approval during the annual shareholders’ meeting.

Explanation

Service in a board for a long duration may impair a director’s ability to act independently and
objectively. Hence, the tenure of an independent director is set to a cumulative term of nine
years. Independent directors (IDs) who have served for nine years may continue as a non-
independent director of the company. Reckoning of the cumulative nine-year term is from 2012,
in connection with SEC Memorandum Circular No. 9, Series of 2011.

Any term beyond nine years for an ID is subjected to particularly rigorous review, taking into
account the need for progressive change in the Board to ensure an appropriate balance of skills
and experience. However, the shareholders may, in exceptional cases, choose to re-elect an
independent director who has served for nine years. In such instances, the Board must provide
a meritorious justification for the re-election.

Recommendation 5.4

The positions of Chairman of the Board and Chief Executive Officer should be held by separate
individuals and each should have clearly defined responsibilities.

Explanation

To avoid conflict or a split board and to foster an appropriate balance of power, increased
accountability and better capacity for independent decision-making, it is recommended that the
positions of Chairman and Chief Executive Officer (CEO) be held by different individuals. This
type of organizational structure facilitates effective decision making and good governance. In
addition, the division of responsibilities and accountabilities between the Chairman and CEO is
clearly defined and delineated and disclosed in the Board Charter.

The CEO has the following roles and responsibilities, among others:

a. Determines the corporation’s strategic direction and formulates and implements its
strategic plan on the direction of the business;

b. Communicates and implements the corporation’s vision, mission, values and overall
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strategy and promotes any organization or stakeholder change in relation to the same;

c. Oversees the operations of the corporation and manages human and financial resources in
accordance with the strategic plan;

d. Has a good working knowledge of the corporation’s industry and market and keeps up-to-
date with its core business purpose;

e. Directs, evaluates and guides the work of the key officers of the corporation;

f. Manages the corporation’s resources prudently and ensures a proper balance of the same;

g. Provides the Board with timely information and interfaces between the Board and the
employees;

h. Builds the corporate culture and motivates the employees of the corporation; and

i. Serves as the link between internal operations and external stakeholders.

The roles and responsibilities of the Chairman are provided under Recommendation 2.3.

Recommendation 5.5

The Board should designate a lead director among the independent directors if the Chairman
of the Board is not independent, including if the positions of the Chairman of the Board and
Chief Executive Officer are held by one person.

Explanation

In cases where the Chairman is not independent and where the roles of Chair and CEO are
combined, putting in place proper mechanisms ensures independent views and perspectives.
More importantly, it avoids the abuse of power and authority, and potential conflict of interest.
A suggested mechanism is the appointment of a strong “lead director” among the independent
directors. This lead director has sufficient authority to lead the Board in cases where
management has clear conflicts of interest.

The functions of the lead director include, among others, the following:

a. Serves as an intermediary between the Chairman and the other directors when
necessary;
b. Convenes and chairs meetings of the non-executive directors; and
c. Contributes to the performance evaluation of the Chairman, as required.

Recommendation 5.6

A director with a material interest in any transaction affecting the corporation should abstain
from taking part in the deliberations for the same.

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Explanation

The abstention of a director from participating in a meeting when related party transactions,
self-dealings or any transactions or matters on which he/she has a material interest are taken
up ensures that he has no influence over the outcome of the deliberations. The fundamental
principle to be observed is that a director does not use his position to profit or gain some benefit
or advantage for his himself and/or his/her related interests.

Recommendation 5.7

The non-executive directors (NEDs) should have separate periodic meetings with the external
auditor and heads of the internal audit, compliance and risk functions, without any executive
directors present to ensure that proper checks and balances are in place within the corporation.
The meetings should be chaired by the lead independent director.

Explanation

NEDs are expected to scrutinize Management’s performance, particularly in meeting the

companies’ goals and objectives. Further, it is their role to satisfy themselves on the integrity of
the corporation’s internal control and effectiveness of the risk management systems. This role
can be better performed by the NEDs if they are provided access to the external auditor and
heads of the internal audit, compliance and risk functions, as well as to other key officers of the
company without any executive directors present. The lead independent director should lead
and preside over the meeting.

6. ASSESSING BOARD PERFORMANCE

Principle

The best measure of the Board’s effectiveness is through an assessment process. The Board
should regularly carry out evaluations to appraise its performance as a body, and assess
whether it possesses the right mix of backgrounds and competencies.

Recommendation 6.1

The Board should conduct an annual self-assessment of its performance, including the
performance of the Chairman, individual members and committees. Every three years, the
assessment should be supported by an external facilitator.

Explanation

Board assessment helps the directors to thoroughly review their performance and understand
their roles and responsibilities. The periodic review and assessment of the Board’s performance
as a body, the board committees, the individual directors, and the Chairman show how the
aforementioned should perform their responsibilities effectively. In addition, it provides a means
to assess a director’s attendance at board and committee meetings, participation in boardroom
discussions and manner of voting on material issues. The use of an external facilitator in the
assessment process increases the objectivity of the same. The external facilitator can be any
independent third party such as, but not limited to, a consulting firm, academic institution or

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professional organization.

Recommendation 6.2

The Board should have in place a system that provides, at the minimum, criteria and process
to determine the performance of the Board, the individual directors, committees and such
system should allow for a feedback mechanism from the shareholders.

Explanation

Disclosure of the criteria, process and collective results of the assessment ensures
transparency and allows shareholders and stakeholders to determine if the directors are
performing their responsibilities to the company. Companies are given the discretion to
determine the assessment criteria and process, which should be based on the mandates,
functions, roles and responsibilities provided in the Board and Committee Charters. In
establishing the criteria, attention is given to the values, principles and skills required for the
company. The Corporate Governance Committee oversees the evaluation process.

7. STRENGTHENING BOARD ETHICS

Principle

Members of the Board are duty-bound to apply high ethical standards, taking into account the
interests of all stakeholders.

Recommendation 7.1

The Board should adopt a Code of Business Conduct and Ethics, which would provide
standards for professional and ethical behavior, as well as articulate acceptable and
unacceptable conduct and practices in internal and external dealings. The Code should be
properly disseminated to the Board, senior management and employees. It should also be
disclosed and made available to the public through the company website.

Explanation

A Code of Business Conduct and Ethics formalizing ethical values is an important tool to instill
an ethical corporate culture that pervades throughout the company. The main responsibility to
create and design a Code of Conduct suitable to the needs of the company and the culture by
which it operates lies with the Board. To ensure proper compliance with the Code, appropriate
orientation and training of the Board, senior management and employees on the same are
necessary.

Recommendation 7.2

The Board should ensure the proper and efficient implementation and monitoring of compliance
with the Code of Business Conduct and Ethics and internal policies.

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Explanation

The Board has the primary duty to make sure that the internal controls are in place to ensure
the company’s compliance with the Code of Business Conduct and Ethics and its internal
policies and procedures. Hence, it needs to ensure the implementation of said internal controls
to support, promote and guarantee compliance. This includes efficient communication
channels, which aid and encourage employees, customers, suppliers and creditors to raise
concerns on potential unethical/unlawful behavior without fear of retribution. A company’s
ethics policy can be made effective and inculcated in the company culture through a
communication and awareness campaign, continuous training to reinforce the code, strict
monitoring and implementation and setting in place proper avenues where issues may be raised
and addressed without fear of retribution.

DISCLOSURE AND TRANSPARENCY

8. ENHANCING COMPANY DISCLOSURE POLICIES AND PROCEDURES

Principle 8

The company should establish corporate disclosure policies and procedures that are practical
and in accordance with best practices and regulatory expectations.

Recommendation 8.1

The Board should establish corporate disclosure policies and procedures to ensure a
comprehensive, accurate, reliable and timely report to shareholders and other stakeholders
that gives a fair and complete picture of a company’s financial condition, results and business
operations.

Explanation

Setting up clear policies and procedures on corporate disclosure that comply with the
disclosure requirement as provided in Rule 68 of the Securities Regulation Code (SRC),
Philippine Stock Exchange Listing and Disclosure Rules, and other regulations such as those
required by the Bangko Sentral ng Pilipinas, is essential for comprehensive and timely
reporting.

Recommendation 8.2

The Company should have a policy requiring all directors and officers to disclose/report to the
company any dealings in the company’s shares within three business days.

Explanation

Directors often have access to material inside information on the company. Hence, to reduce
the risk that the directors might take advantage of this information, it is crucial for companies to
have a policy requiring directors to timely disclose to the company any dealings with the
company shares. It is emphasized that the policy is on internal disclosure to the company
of any dealings by the director in company shares. This supplements the requirement of Rules
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18 and 23 of the Securities Regulation Code.

Recommendation 8.3

The Board should fully disclose all relevant and material information on individual board
members and key executives to evaluate their experience and qualifications, and assess any
potential conflicts of interest that might affect their judgment.

Explanation

A disclosure on the board members and key executives’ information is prescribed under Rule
12 Annex C of the SRC. According to best practices and standards, proper disclosure includes
directors and key officers’ qualifications, share ownership in the company, membership of other
boards, other executive positions, continuous trainings attended and identification of
independent directors.

Recommendation 8.4

The company should provide a clear disclosure of its policies and procedure for setting Board
and executive remuneration, as well as the level and mix of the same in the Annual Corporate
Governance Report. Also, companies should disclose the remuneration on an individual basis,
including termination and retirement provisions.

Explanation

Disclosure of remuneration policies and procedure enables investors to understand the link
between the remuneration paid to directors and key management personnel and the
company’s performance.

The Revised Code of Corporate Governance requires only a disclosure of all fixed and variable
compensation that may be paid, directly or indirectly, to its directors and top four management
officers during the preceding fiscal year. However, disclosure on board and executive
remuneration on an individual basis (including termination and retirement provisions) is
increasingly regarded as good practice and is now mandated in many countries.

Recommendation 8.5

The company should disclose its policies governing Related Party Transactions (RPTs) and
other unusual or infrequently occurring transactions in their Manual on Corporate Governance.
The material or significant RPTs reviewed and approved during the year should be disclosed in
its Annual Corporate Governance Report.

Explanation

A full, accurate and timely disclosure of the company’s policy governing RPTs and other
unusual or infrequently occurring transactions, as well as the review and approval of material
and significant RPTs, is regarded as good corporate governance practice geared towards the
prevention of abusive dealings and transactions and the promotion of transparency. These
policies include ensuring that transactions occur at market prices and under conditions that
protect the rights of all shareholders. The said disclosure includes directors and key

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executives reporting to the Board when they have RPTs that could influence their judgment.

Recommendation 8.6

The company should make a full, fair, accurate and timely disclosure to the public of every
material fact or event that occurs, particularly on the acquisition or disposal of significant assets,
which could adversely affect the viability or the interest of its shareholders and other
stakeholders. Moreover, the Board of the offeree company should appoint an independent party
to evaluate the fairness of the transaction price on the acquisition or disposal of assets.

Explanation

The disclosure on the acquisition or disposal of significant assets includes, among others, the
rationale, effect on operations and approval at board meetings with independent directors
present to establish transparency and independence on the transaction. The independent
evaluation of the fairness of the transparent price ensures the protection of the rights of
shareholders.

Recommendation 8.7

The company’s corporate governance policies, programs and procedures should be contained
in its Manual on Corporate Governance, which should be submitted to the regulators and
posted on the company’s website.

Explanation

Transparency is one of the core principles of corporate governance. To ensure the better
protection of shareholders and other stakeholders’ rights, full disclosure of the company’s
corporate governance policies, programs and procedures is imperative. This is better done if
the said policies, programs and procedures are contained in one reference document, which is
the Manual on Corporate Governance. The submission of the Manual to regulators and posting
it in companies’ websites ensure easier access by any interested party.

9. STRENGTHENING THE EXTERNAL AUDITOR’S INDEPENDENCE AND IMPROVING

AUDIT QUALITY

Principle 9

The company should establish standards for the appropriate selection of an external auditor,
and exercise effective oversight of the same to strengthen the external auditor’s independence
and enhance audit quality.

Recommendation 9.1

The Audit Committee should have a robust process for approving and recommending the
appointment, reappointment, removal, and fees of the external auditor. The appointment,
reappointment, removal, and fees of the external auditor should be recommended by the Audit
Committee, approved by the Board and ratified by the shareholders. For removal of the external
auditor, the reasons for removal or change should be disclosed to the regulators and the public

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through the company website and required disclosures.

Explanation

The appointment, reappointment and removal of the external auditor by the Board’s approval,
through the Audit Committee’s recommendation, and shareholders’ ratification at shareholders’
meetings are actions regarded as good practices. Shareholders’ ratification clarifies or
emphasizes that the external auditor is accountable to the shareholders or to the company as
a whole, rather than to the management whom he may interact with in the conduct of his audit.

Recommendation 9.2

The Audit Committee Charter should include the Audit Committee’s responsibility on assessing
the integrity and independence of external auditors and exercising effective oversight to review
and monitor the external auditor’s independence and objectivity and the effectiveness of the
audit process, taking into consideration relevant Philippine professional and regulatory
requirements. The Charter should also contain the Audit Committee’s responsibility on
reviewing and monitoring the external auditor’s suitability and effectiveness on an annual basis.

Explanation

The Audit Committee Charter includes a disclosure of its responsibility on assessing the
integrity and independence of the external auditor. It establishes detailed guidelines, policies
and procedures that are contained in a separate memorandum or document. Nationally and
internationally recognized best practices and standards of external auditing guide the
committee in formulating these policies and procedures.

Moreover, establishing effective communication with the external auditor and requiring them to
report all relevant matters help the Audit Committee to efficiently carry out its oversight
responsibilities.

Recommendation 9.3

The company should disclose the nature of non-audit services performed by its external auditor
in the Annual Report to deal with the potential conflict of interest. The Audit Committee should
be alert for any potential conflict of interest situations, given the guidelines or policies on non-
audit services, which could be viewed as impairing the external auditor's objectivity.

Explanation

The Audit Committee, in the performance of its duty, oversees the overall relationship with the
external auditor. It evaluates and determines the nature of non-audit services, if any, of the
external auditor. Further, the Committee periodically reviews the proportion of non-audit fees
paid to the external auditor in relation to the corporation’s overall consultancy expenses.
Allowing the same auditor to perform non-audit services for the company may create a potential
conflict of interest. In order to mitigate the risk of possible conflict between the auditor and the
company, the Audit Committee puts in place robust policies and procedures designed to
promote auditor independence in the long run. In formulating these policies and procedures,
the Committee is guided by nationally and internationally recognized best practices and
regulatory requirements or issuances.

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10. INCREASING FOCUS ON NON-FINANCIAL AND SUSTAINABILITY REPORTING

Principle 10

The company should ensure that the material and reportable non-financial and sustainability
issues are disclosed.

Recommendation 10.1

The Board should have a clear and focused policy on the disclosure of non-financial information,
with emphasis on the management of economic, environmental, social and governance (EESG)
issues of its business, which underpin sustainability. Companies should adopt a globally
recognized standard/framework in reporting sustainability and non-financial issues.

Explanation

As external pressures including resource scarcity, globalization, and access to information

continue to increase, the way corporations respond to sustainability challenges, in addition to
financial challenges, determines their long-term viability and competitiveness. One way to
respond to sustainability challenges is disclosure to all shareholders and other stakeholders of
the company’s strategic (long-term goals) and operational objectives (short-term goals), as well
as the impact of a wide range of sustainability issues.

Disclosures can be made using standards/frameworks, such as the G4 Framework by the

Global Reporting Initiative (GRI), the Integrated Reporting Framework by the International
Integrated Reporting Council (IIRC) and/or the Sustainability Accounting Standards Board
(SASB)’s Conceptual Framework.

11. PROMOTING A COMPREHENSIVE AND COST-EFFICIENT ACCESS TO RELEVANT

INFORMATION

Principle 11

The company should maintain a comprehensive and cost-efficient communication channel for
disseminating relevant information. This channel is crucial for informed decision-making by
investors, stakeholders and other interested users.

Recommendation 11.1

The company should include media and analysts’ briefings as channels of communication to
ensure the timely and accurate dissemination of public, material and relevant information to its
shareholders and other investors.

Explanation

The manner of disseminating relevant information to its intended users is as important as the
content of the information itself. Hence, it is essential for the company to have a strategic and
well-organized channel for reporting. These communication channels can provide timely and
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up-to-date information relevant to investors’ decision-making, as well as to other interested

stakeholders.

INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT FRAMEWORK

12. STRENGTHENING THE INTERNAL CONTROL SYSTEM AND ENTERPRISE RISK

MANAGEMENT FRAMEWORK

Principle

To ensure the integrity, transparency and proper governance in the conduct of its affairs, the
company should have a strong and effective internal control system and enterprise risk
management framework.

Recommendation 12.1

The Company should have an adequate and effective internal control system and an enterprise
risk management framework in the conduct of its business, taking into account its size, risk
profile and complexity of operations.

Explanation

An adequate and effective internal control system and an enterprise risk management
framework help sustain safe and sound operations as well as implement management policies
to attain corporate goals. An effective internal control system embodies management oversight
and control culture; risk recognition and assessment; control activities; information and
communication; monitoring activities and correcting deficiencies. Moreover, an effective
enterprise risk management framework typically includes such activities as the identification,
sourcing, measurement, evaluation, mitigation and monitoring of risk.

Recommendation 12.2

The Company should have in place an independent internal audit function that provides an
independent and objective assurance, and consulting services designed to add value and
improve the company's operations.

Explanation

A separate internal audit function is essential to monitor and guide the implementation of
company policies. It helps the company accomplish its objectives by bringing a systematic,
disciplined approach to evaluating and improving the effectiveness of the company’s
governance, risk management and control functions. The following are the functions of the
internal audit, among others:

a. Provides an independent risk-based assurance service to the Board, Audit Committee

and Management, focusing on reviewing the effectiveness of the governance and
control processes in (1) promoting the right values and ethics,
(2) ensuring effective performance management and accounting in the organization,
(3) communicating risk and control information, and (4) coordinating the activities and
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information among the Board, external and internal auditors, and Management;

b. Performs regular and special audit as contained in the annual audit plan and/or based
on the company’s risk assessment;

c. Performs consulting and advisory services related to governance and control as

appropriate for the organization;

d. Performs compliance audit of relevant laws, rules and regulations, contractual

obligations and other commitments, which could have a significant impact on the
organization;

e. Reviews, audits and assesses the efficiency and effectiveness of the internal control
system of all areas of the company;

f. Evaluates operations or programs to ascertain whether results are consistent with

established objectives and goals, and whether the operations or programs are being
carried out as planned;

g. Evaluates specific operations at the request of the Board or Management, as

appropriate; and

h. Monitors and evaluates governance processes.

A company’s internal audit activity may be a fully resourced activity housed within the
organization or may be outsourced to qualified independent third party service providers.

Recommendation 12.3

Subject to a company’s size, risk profile and complexity of operations, it should have a qualified
Chief Audit Executive (CAE) appointed by the Board. The CAE shall oversee and be responsible
for the internal audit activity of the organization, including that portion that is outsourced to a
third party service provider. In case of a fully outsourced internal audit activity, a qualified
independent executive or senior management personnel should be assigned the responsibility
for managing the fully outsourced internal audit activity.

Explanation

The CAE, in order to achieve the necessary independence to fulfill his/her responsibilities,
directly reports functionally to the Audit Committee and administratively to the CEO. The
following are the responsibilities of the CAE, among others:

a. Periodically reviews the internal audit charter and presents it to senior management
and the Board Audit Committee for approval;

b. Establishes a risk-based internal audit plan, including policies and procedures, to

determine the priorities of the internal audit activity, consistent with the organization’s
goals;

c. Communicates the internal audit activity’s plans, resource requirements and impact of
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resource limitations, as well as significant interim changes, to senior management and

the Audit Committee for review and approval;

d. Spearheads the performance of the internal audit activity to ensure it adds value to the
organization;

e. Reports periodically to the Audit Committee on the internal audit activity’s performance
relative to its plan; and

f. Presents findings and recommendations to the Audit Committee and gives advice to
senior management and the Board on how to improve internal processes.

Recommendation 12.4

Subject to its size, risk profile and complexity of operations, the company should have a
separate risk management function to identify, assess and monitor key risk exposures.

Explanation

The risk management function involves the following activities, among others:

a. Defining a risk management strategy;

b. Identifying and analyzing key risks exposure relating to economic, environmental, social
and governance (EESG) factors and the achievement of the organization’s strategic
objectives;

c. Evaluating and categorizing each identified risk using the company’s predefined risk
categories and parameters;

d. Establishing a risk register with clearly defined, prioritized and residual risks;

e. Developing a risk mitigation plan for the most important risks to the company, as
defined by the risk management strategy;

f. Communicating and reporting significant risk exposures including business risks (i.e.,
strategic, compliance, operational, financial and reputational risks), control issues and
risk mitigation plan to the Board Risk Oversight Committee; and

g. Monitoring and evaluating the effectiveness of the organization's risk management

processes.

Recommendation 12.5

In managing the company’s Risk Management System, the company should have a Chief Risk
Officer (CRO), who is the ultimate champion of Enterprise Risk Management (ERM) and has
adequate authority, stature, resources and support to fulfill his/her responsibilities, subject to a
company’s size, risk profile and complexity of operations.

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Explanation

The CRO has the following functions, among others:

a. Supervises the entire ERM process and spearheads the development, implementation,
maintenance and continuous improvement of ERM processes and documentation;

b. Communicates the top risks and the status of implementation of risk management
strategies and action plans to the Board Risk Oversight Committee;

c. Collaborates with the CEO in updating and making recommendations to the Board Risk
Oversight Committee;

d. Suggests ERM policies and related guidance, as may be needed; and

e. Provides insights on the following:

Risk management processes are performing as intended;

Risk measures reported are continuously reviewed by risk owners for
effectiveness; and
Established risk policies and procedures are being complied with.

There should be clear communication between the Board Risk Oversight Committee and the
CRO.

CULTIVATING A SYNERGIC RELATIONSHIP WITH SHAREHOLDERS

13. PROMOTING SHAREHOLDER RIGHTS

Principle

The company should treat all shareholders fairly and equitably, and also recognize, protect and
facilitate the exercise of their rights.

Recommendation 13.1

The Board should ensure that basic shareholder rights are disclosed in the Manual on
Corporate Governance and on the company’s website.

Explanation

It is the responsibility of the Board to adopt a policy informing the shareholders of all their rights.
Shareholders are encouraged to exercise their rights by providing clear-cut processes and
procedures for them to follow.

Shareholders’ rights relate to the following, among others:

▪ Pre-emptive rights;
▪ Dividend policies;

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▪ Right to propose the holding of meetings and to include agenda items

ahead of the scheduled Annual and Special Shareholders’ Meeting;
▪ Right to nominate candidates to the Board of Directors;
▪ Nomination process; and
▪ Voting procedures that would govern the Annual and Special
Shareholders’ Meeting.

The right to propose the holding of meetings and items for inclusion in the agenda is given to
all shareholders, including minority and foreign shareholders. However, to prevent the abuse of
this right, companies may require that the proposal be made by shareholders holding a
specified percentage of shares or voting rights. On the other hand, to ensure that minority
shareholders are not effectively prevented from exercising this right, the degree of ownership
concentration is considered in determining the threshold.

Further, all shareholders must be given the opportunity to nominate candidates to the Board of
Directors in accordance with the existing laws. The procedures of the nomination process are
expected to be discussed clearly by the Board. The company is encouraged to fully and
promptly disclose all information regarding the experience and background of the candidates
to enable the shareholders to study and conduct their own background check as to the
candidates’ qualification and credibility.

Shareholders are also encouraged to participate when given sufficient information prior to
voting on fundamental corporate changes such as: (1) amendments to the Articles of
Incorporation and By-Laws of the company; (2) the authorization on the increase in authorized
capital stock; and (3) extraordinary transactions, including the transfer of all or substantially all
assets that in effect result in the sale of the company. In addition, the disclosure and clear
explanation of the voting procedures, as well as removal of excessive or unnecessary costs and
other administrative impediments, allow for the effective exercise of the shareholders’ voting
rights. Poll voting is highly encouraged as opposed to the show of hands. Proxy voting is also a
good practice, including the electronic distribution of proxy materials.

The related shareholders’ rights and relevant company policies should be contained in the
Manual on Corporate Governance.

Recommendation 13.2

The Board should encourage active shareholder participation by sending the Notice of Annual
and Special Shareholders’ Meeting with sufficient and relevant information at least 28 days
before the meeting.

Explanation

Required information in the Notice include, among others, the date, location, meeting agenda
and its rationale and explanation, and details of issues to be deliberated on and approved or
ratified at the meeting. Sending the Notice in a timely manner allows shareholders to plan their
participation in the meetings. It is good practice to have the Notice sent to all shareholders at
least 28 days before the meeting and posted on the company website.

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Recommendation 13.3

The Board should encourage active shareholder participation by making the result of the votes
taken during the most recent Annual or Special Shareholders’ Meeting publicly available the
next working day. In addition, the Minutes of the Annual and Special Shareholders’ Meeting
should be available on the company website within five business days from the end of the
meeting.

Explanation

Voting results include a breakdown of the approving and dissenting votes on the matters raised
during the Annual or Special Stockholders’ Meeting. When a substantial number of votes have
been cast against a proposal made by the company, it may make an analysis of the reasons for
the same and consider having a dialogue with its shareholders.

The Minutes of Meeting include the following matters: (1) A description of the voting and the
vote tabulation procedures used; (2) the opportunity given to shareholders to ask questions, as
well as a record of the questions and the answers received; (3) the matters discussed and the
resolutions reached; (4) a record of the voting results for each agenda item; (5) a list of the
directors, officers and shareholders who attended the meeting; and (6) dissenting opinion on
any agenda item that is considered significant in the discussion process.

Recommendation 13.4

The Board should make available, at the option of a shareholder, an alternative dispute
mechanism to resolve intra-corporate disputes in an amicable and effective manner. This
should be included in the company’s Manual on Corporate Governance.

Explanation

It is important for the shareholders to be well-informed of the company’s processes and

procedures when seeking to redress the violation of their rights. Putting in place proper
safeguards ensures suitable remedies for the infringement of shareholders’ rights and prevents
excessive litigation. The company may also consider adopting in its Manual on Corporate
Governance established Alternative Dispute Resolution (ADR) procedures.

Recommendation 13.5

The Board should establish an Investor Relations Office (IRO) to ensure constant engagement
with its shareholders. The IRO should be present at every shareholders’ meeting.

Explanation

Setting up an avenue to receive feedback, complaints and queries from shareholders assure
their active participation with regard to activities and policies of the company. The IRO has a
designated investor relations officer, email address and telephone number. Further, creating an
Investor Relations Program ensures that all information regarding the activities of the company
are properly and timely communicated to shareholders.

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DUTIES TO STAKEHOLDERS

14. RESPECTING RIGHTS OF STAKEHOLDERS AND EFFECTIVE REDRESS FOR VIOLATION

OF STAKEHOLDER’S RIGHTS

Principle

The rights of stakeholders established by law, by contractual relations and through voluntary
commitments must be respected. Where stakeholders’ rights and/or interests are at stake,
stakeholders should have the opportunity to obtain prompt effective redress for the violation of their
rights.

Recommendation 14.1

The Board should identify the company’s various stakeholders and promote cooperation
between them and the company in creating wealth, growth and sustainability.

Explanation
Stakeholders in corporate governance include, but are not limited to, customers, employees,
suppliers, shareholders, investors, creditors, the community the company operates in, society,
the government, regulators, competitors, external auditors, etc. In formulating the company’s
strategic and operational decisions affecting its wealth, growth and sustainability, due
consideration is given to those who have an interest in the company and are directly affected
by its operations.

Recommendation 14.2

The Board should establish clear policies and programs to provide a mechanism on the fair
treatment and protection of stakeholders.

Explanation

In instances when stakeholders’ interests are not legislated, companies’ voluntary commitments
ensure the protection of the stakeholders’ rights. The company’s Code of Conduct ideally
includes provisions on the company’s policies and procedures on dealing with various
stakeholders. The company’s stakeholders include its customers, resource providers, creditors
and the community in which it operates. Fair, professional and objective dealings as well as
clear, timely and regular communication with the various stakeholders ensure their fair
treatment and better protection of their rights.

Recommendation 14.3

The Board should adopt a transparent framework and process that allow stakeholders to
communicate with the company and to obtain redress for the violation of their rights.

Explanation

The company’s stakeholders play a role in its growth and long-term viability. As such, it is crucial
for the company to maintain open and easy communication with its stakeholders. This can be
done through stakeholder engagement touchpoints in the company, such as the Investor
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Relations Office, Office of the Corporate Secretary, Customer Relations Office, and Corporate
Communications Group.

15. ENCOURAGING EMPLOYEES’ PARTICIPATION

Principle
A mechanism for employee participation should be developed to create a symbiotic
environment, realize the company’s goals and participate in its corporate governance
processes.

Recommendation 15.1

The Board should establish policies, programs and procedures that encourage employees to
actively participate in the realization of the company’s goals and in its governance.

Explanation

The establishment of policies and programs covering, among others, the following: (1) health,
safety and welfare; (2) training and development; and (3) reward/compensation for employees,
encourages employees to perform better and motivates them to take a more dynamic role in
the corporation. Active participation is further fostered when the company recognizes the firm-
specific skills of its employees and their potential contribution in corporate governance. The
employees’ viewpoint in certain key decisions may also be considered in governance
processes through work councils or employee representation in the board.

Recommendation 15.2

The Board should set the tone and make a stand against corrupt practices by adopting an anti-
corruption policy and program in its Code of Conduct. Further, the Board should disseminate
the policy and program to employees across the organization through trainings to embed them
in the company’s culture.

Explanation

The adoption of an anti-corruption policy and program endeavors to mitigate corrupt practices
such as, but not limited to, bribery, fraud, extortion, collusion, conflict of interest and money
laundering. This encourages employees to report corrupt practices and outlines procedures on
how to combat, resist and stop these corrupt practices. Anti- corruption programs are more
effective when the Board sets the tone and leads the company in their execution.

Recommendation 15.3

The Board should establish a suitable framework for whistleblowing that allows employees to
freely communicate their concerns about illegal or unethical practices, without fear of retaliation
and to have direct access to an independent member of the Board or a unit created to handle
whistleblowing concerns. The Board should be conscientious in establishing the framework, as
well as in supervising and ensuring its enforcement.

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Explanation

A suitable whistleblowing framework sets up the procedures and safe-harbors for complaints
of employees, either personally or through their representative bodies, concerning illegal and
unethical behavior. One essential aspect of the framework is the inclusion of safeguards to
secure the confidentiality of the informer and to ensure protection from retaliation. Further, part
of the framework is granting individuals or representative bodies confidential direct access to
either an independent director or a unit designed to deal with whistleblowing concerns.
Companies may opt to establish an ombudsman to deal with complaints and/or established
confidential phone and e-mail facilities to receive allegations.

16. ENCOURAGING SUSTAINABILITY AND SOCIAL RESPONSIBILITY

Principle

The company should be socially responsible in all its dealings with the communities where it
operates. It should ensure that its interactions serve its environment and stakeholders in a
positive and progressive manner that is fully supportive of its comprehensive and balanced
development.

Recommendation 16.1

The company should recognize and place an importance on the interdependence between
business and society, and promote a mutually beneficial relationship that allows the company
to grow its business, while contributing to the advancement of the society where it operates.

Explanation

The company’s value chain consists of inputs to the production process, the production process
itself and the resulting output. Sustainable development means that the company not only
complies with existing regulations, but also voluntarily employs value chain processes that takes
into consideration economic, environmental, social and governance issues and concerns. In
considering sustainability concerns, the company plays an indispensable role alongside the
government and civil society in contributing solutions to complex global challenges like poverty,
inequality, unemployment and climate change.

Corporate Governance, Business Ethics, Risk Management and Internal Control (2021-2022 Edition)|Cabrera

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