(1) General Responsibility
Compliance with the principles of good corporate governance shall start with the Board of Directors.
It shall be the Board’s responsibility to foster the long-term success of the Company and secure its sustained competitiveness in a manner consistent with the Board’s fiduciary responsibility, including the means to effectively Management’s performance, which the Board shall exercise in the best interest of the Company, its shareholders and other stakeholders. The Board shall conduct itself with utmost honesty and integrity in the discharge of its duties, functions and responsibilities.
(2) Duties and Functions
To insure a high standard of best practice for the Company, its shareholders and stakeholders, the Board shall:
- Install, through the Nomination and Remuneration Committee, a process of selection that will ensure a mix of competent directors and officers;
- Determine the Company’s purpose, its mission and vision, and strategies to carry out the Company’s objectives;
- Ensure that the Company complies with all relevant laws, rules and regulations, and codes of best business practices;
- Appoint a Compliance Officer who shall have the rank of at least vice president, In the absence of such appointment, the Corporate Secretary and/or the Assistant Corporate Secretary shall act as Compliance Officer.
- Identify the Company’s major and other stakeholders, and formulate a clear policy on communicating or relating with them through an effective investor relations program;
- Establish and maintain an investor relations program that will keep the stockholders informed of important developments in the corporation. If feasible, the corporation’s CEO or Chief Financial Officer shall exercise oversight responsibility over this program
- Adopt a system of internal checks and balances;
- Formulate and implement policies and procedures that would ensure the integrity and transparency of related party transactions between and among the corporation and its parent company, joint venture, subsidiaries, associates, affiliates, major stockholders, officers and directors, including their spouses, children and dependent siblings and parents, and of interlocking director relationships by members of the Board.
- Identify key risk areas and key performance indicators, and monitor these factors with due diligence;
- Constitute an Audit Committee and such other committees it deems necessary to assist the Board in the performance of its duties and responsibilities.
- Proper discharge Board functions by meeting regularly. Independent views during the Board meetings shall be given due consideration and all such meetings shall be duly minuted; and
- Keep Board authority within its powers, as prescribed in the Articles of Incorporation and By-Laws of the Company and in relevant laws, rules and regulations.
- Establish and maintain an alternative dispute resolution system in the Company that can amicably settle conflicts or differences between the Company and its stockholders, and the Company and third parties, including the regulatory authorities.
Specific Duties and Responsibilities of a Director
A director’s office is one of trust and confidence. A director shall act in a manner characterized by transparency, accountability and fairness. He should exercise leadership, prudence and integrity in directing the corporation towards sustained progress.
A director shall have the following duties and responsibilities:
(1) Conduct fair business transactions with the Company, and ensure that personal interest does not bias the Board decisions;
(2) Devote time and attention necessary to properly discharge his duties and responsibilities;
(3) Act judiciously;
(4) Exercise independent judgment;
(5) Have a working knowledge of the statutory and regulatory requirements affecting the Company including the contents of the Company’s Articles of Incorporation and By-Laws, the requirements of the Commission, and the requirements of their regulatory agencies;
(6) Observe confidentiality; and
(7) Ensure the continuing soundness, effectiveness and adequacy of the Company’s control environment.
Internal Control Responsibilities of the Board
The control environment of the Company consists of (a) the Board which ensures that the Company is properly and effectively managed and supervised; (b) a Management that actively manages and operates the Company in a sound and prudent manner; (c) the organizational and procedural controls supported by effective management information and risk management reporting systems; and (d) an independent audit mechanism to monitor the adequacy and effectiveness of the corporation’s governance, operations, and information systems, including the reliability and integrity of financial and operational information, the effectiveness and efficiency of operations, the safeguarding of assets, and compliance with laws, rules, regulations and contracts.
(1) The minimum internal control mechanisms for the performance of the Board’s oversight responsibility may include:
- Definition of the duties and responsibilities of the CEO who is ultimately accountable for the corporation’s organizational and operational controls;
- Selection of the key personnel who possesses the ability, integrity and expertise essential for the position of CEO;
- Evaluation of proposed management appointments;
- Selection and appointment of qualified and competent management officers; and
- Review of the Company’s human resource policies, conflict of interest situations, compensation program for employees, and management succession plan.
(2) The Board shall oversee the establishment of internal systems of organizational and operational controls of the Company best suited for its industry.
(3) Establish an internal audit system that shall assure the Board, Management and stockholders that its key organizational and operational controls are faithfully complied with. The Board may appoint an Internal Auditor to perform audit function, and may require him to report to a level in the organization that allows internal audit activity to fulfill its mandate. The Internal Auditor shall be guided by the International Standards on Professional Practice of Internal Auditing.
The Internal Auditor shall report to the Audit Committee.
(a) The minimum internal control mechanisms for management’s operational responsibility shall center on the Chief Executive Officer, being ultimately accountable for the Company’s organizational and procedural controls.
(b) The scope and particulars of a system of effective organizational and procedural controls shall be based on the following factors: the nature and complexity of business and the business culture; the volume, size and complexity of transactions; the degree of risk; the degree of centralization and delegation of authority; the extent and effectiveness of information technology; and the extent of regulatory compliance. These factors shall be taken into consideration every review, or in the event of total revision, of the Company’s Controller’s Policies and Procedure Manual.