SEC CODE OF CORPORATE GOVERNANCE
PRINCIPLE
THE BOARD’S GOVERNANCE RESPONSIBILITIES
P1 – COMPETENT BOARD
R1 -Competence
R2 – Majority of non executive directors
R3 – Training of directors (orientation)
R4 – Board Diversity
R6 – Compliance Officer
P2 – ROLES & RESPONSIBILITIES OF BOARD
R1 – Fiduciary Duty (duty of care & loyalty)
R2 – Strategic Direction and Corporate Performance
R3 - Chairperson
R4 – Succession Planning (retirement policy)
R5 – Remuneration and other performance
R6 – Board nomination & election
R7 – Related party transactions
R8 – Executive Mngt Team & Annual Performance
Evaluation
R9 – Performance Management Framework
R10 – Internal Control System
R11 – Enterprise Risk Management
R12 – Board Charter
P3 – BOARD COMITTEES
R1 – Board Committee
R2 – Audit Committee
R3 – Corporate Governance Committee
R4 - Board Risk Oversight Committee
R5 – Related Party Transaction Committee
R6 – Committee Charters
P4 – FOSTERING COMMITMENT
R1 – Attend meetings (50% Absence- ground for disq)
R2 – Multiple board seats (5 publicly listed companies)
R3 – Incumbent director
P5 – REINFORCING BOARD INDEPENDENCE
R1 - Composition (higher between, at least 3 IDs/ 1/3 l l
of the members of the board)
R2 – Possess qualifications & none of disqualification
R3 – IDs serve max cumulative term of 9 years
R4 – 2 tier board (separate positions for CH and CEO)
R5 – Lead director (if chairman- not indp or 1-tier board
R6 - Self-dealing directors (no participation in in RPT, l l
self-dealing or any transaction with material interest)
R7 – Non-executive director
P6 – ASSESSING BOARD PERFORMANCE
R1 - Annual Self-Assessment (Board, CH), counter assess l
by external facilitator every 3 years
c R3 – Disclose nature of non-audit services by external
R2 - System (criteria and process of assessing performance)
P7 – STRENGTHENING BOARD ETHICS
R1 – Adopt Code od Business Conduct and Ethic
R2 – Policies implementing the Code of Business ; l ; l
Conduct and Ethics governing
DISCLOSURE AND TRANSPARENCY
P8 – ENHANCING COMPANY DISCLOSURE
POLICIES AND PROCEDURES
R1 –have Corporate disclosure policies & procedures
R2 – Internal disclosure to company any dealings by l l l l
director in company shares
R3 – Disclosure of board members and key executives’ l
material information
R4 – Disclosure on policies/procedure for Board and l l l
executing remuneration
R5 – Disclosure on policies governing RPTs
R6 – Disclosure on the acquisition/disposal of l l l l l l l ll l l
significant assets
R7 – Manual on Corporate Governance contains PPP
P9 – STRENGTHENING THE EXTERNAL AUDITOR’S
INDEPENDENCE AND IMPROVING AUDIT QUALITY
R1 – Process for Appointment, Reappointment, L L LL L
LLLL Removal and Fees of the external director
R2 - Audit Com – assess the integrity and
l independence of external auditors
directors
P10 – INCREASING ON FOCUS ON NON-FINANCIAL
AND SUSTAINABILITY REPORTING
R1 - Policy on disclosing Material and reportable non
financial and sustainability issues (EESG issues)
P11 – PROMOTING A COMPREHENSIVE AND COST-
EFFICIENT ACCESS TO RELEVANT INFORMATION
R1 – Media and analyst’ briefing as channels of
communication to ensure timely and accurate
dissemination
INTERNAL CONTROL SYSTEM AND RISK
MANAGEMENT FRAMEWORK
P12 – STRENGTHENING THE INTERNAL CONTROL
SYSTEM AND ENTERPRISE RISK MANAGEMENT
FRAMEWORK
R1 – have Internal Control System & Enterprise Risk
Management Framework
R2 – Independent Internal Audit Function
R3 - Chief Audit Executive (CAE)
R4 - separate Risk Management Function
R5 – Chief Risk Officer (CRO)
CULTIVATING A SYNERGIC RELATIONSHIP WITH
SHAREHOLDERS
P13 – PROMOTING SHAREHOLDER RIGHTS
R1 – Basic Shareholder’s right (disclosed-Manual&web)
R2 – Notice of Annual and Special Shareholder’s
Meeting (at least 28 days before meeting)
R3 - Voting Results(next working day) and Minutes of
meeting (within 5 bus days from the meeting)
R4 - Alternative Dispute Resolution (ADR)
R5 – Investor Relations Office (IRO)
DUTIES TO STAKEHOLDERS
P14 – RESPECTING RIGHTS OF STAKEHOLDERS
AND EFFECTIVE REDRESS FOR VIOLATION OF
STAKEHOLDER’S RIGHT
R1 – Identification of Stakeholders
R2 – Fair Treatment and Protection of Stakeholders
(policies and programs)
R3 – Stakeholder Engagement and its touchpoints
(allow SK communicate and redress the violation
of their rights through IRO,OSC,CRO,CCG)
P15 – ENCOURAGE EMPLOYEES PARTICIPATION
R1 – Policies and Programs for the Benefit of the
Employees
R2 – Anti-Corruption Policy and Programs
R3 – Whistleblowing Framework/Policy
P16 – ENCOURAGING SUSTAINABILITY AND
SOCIAL RESPONSIBILITY
R1 – Interdependence between business and society
and mutual beneficial relationships
(Sustainable Development)
Securities and Exchange Commission (SEC)
Memorandum Circular No. 19, Series of 2016
On November 10, 2016, the Securities and Exchange
Commission approved the Code of Corporate Governance
for publicly-listed companies.
Its goal is to help companies develop and sustain an
ethical corporate culture and keep abreast with recent
developments in corporate governance
to raise corporate governance standards of Philippine
corporations to a level at par with its regional and global
counterparts.
One of its salient provisions is for publicly-listed
companies is 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
ad make sure that management and employees comply
with the internal policies set.