Board Meetings and Attendance
The members of the Board shall attend its regular and special meetings in person or through teleconferencing conducted in accordance with the rules and regulations of the Commission.
Independent directors shall always attend Board meetings. Unless otherwise provided in the by-laws, in their absence shall not affect the quorum requirement. However, the Board may, to promote transparency, require the presence of at least one independent director in all its meetings.
To monitor the directors’ compliance with the attendance requirements, the Company shall submit to the Commission, on or before January 30 of the following year, a sworn certification about the directors’ record of attendance in Board meetings. The certification may be submitted through SEC Form 17-C or in a separate filing.
The Corporate Secretary
The Corporate Secretary is an officer of the Company, and perfection on performance and no surprises are expected of him. As a corporate officer, his loyalty to the mission, vision and specific business objectives of the Company come with his duties.
The Corporate Secretary shall be a Filipino citizen and a resident of the Philippines.
The Corporate Secretary must possess administrative and interpersonal skills. The Corporate Secretary must also possess some financial and accounting skills, as well as some legal skills, if not a lawyer.
The Corporate Secretary must possess a working knowledge of the statutory and regulatory requirements applicable to and affecting the Company, including the contents of the Company’s Articles of Incorporation and By-Laws, as may be amended form time to time, the requirements of other regulatory agencies.
The Corporate Secretary shall have the following duties and responsibilities
(a) Be responsible for safekeeping and preservation of the integrity of the minutes of the meetings of the Board and its committees, as well as the other official records of the corporation;
(b) Gather and analyze all documents, records and other information essential to the conduct of his duties and responsibilities to the Company;
(c) As to the agenda, get a complete schedule thereof at least for the current year and put the Board on notice before every meeting;
(d) Assist the Board in making business judgment in good faith and in the performance of their responsibilities and obligations;
(e) Attend all Board Meetings and maintain a record of the same; and
(f) Submit to the Commission, at the end of every fiscal year, an annual certification as to the attendance of directors during Board meetings.
(g) Work fairly and objectively with the Board, Management, stockholders and other stakeholders.
Remuneration of Directors and Officers
The levels of remuneration of the Company shall be sufficient to be able to attract and retain the services of qualified and competent directors and officers. A portion of the remuneration of executive directors may be structured or be based on the corporate or individual performance.
The Company shall establish a formal and transparent procedure for the development of a policy on executive remuneration or determination of remuneration levels for individual directors or officers depending on the particular needs of the Company. No director should participate in deciding on his remuneration.
The Company’s annual reports and information and proxy statements shall include a clear, concise and understandable disclosure of all fixed and variable compensation that may be paid, directly or indirectly, to its directors and top four (4) management officers during the preceding fiscal year.
To protect the funds of the Company, the Commission may, in exceptional cases, e.g., when the Company is under receivership or rehabilitation, regulate the payment of the compensation, allowances, fees and fringe benefits of its directors and officers.