Professional Documents
Culture Documents
GOVERNANCE
GROUP 1
INTRODUCTION TO
CORPORATE GOVERNACE
Characteristics of Corporate
1.1
What is
Governance? 1.2 Good Governance
1.3 Governance: An
Overview
Basic Principles of
Purpose of Objectives of
1.4 Corporate
Governance
1.5 Corporate
Governance
1.5 Effective Corporate
Governance
CODE OF CORPORATE GOVERNANCE
FOR PUBLICLY-LISTED COMPANIES
The Board's
2.1 2.2
Governing
Introduction
Responsibilities (16
principles)
INTRODUCTION TO
CORPORATE
GOVERNANCE
01 GOVERNANCE
Governance refers to a process whereby elements in
society wield power, authority and influence and enact
policies and decisions concerning public life and
social upliftment.
01
CHARACTERISTICS OF GOOD
GOVERNANCE
02
GOOD
GOVERNANC
E
03
CHARACTERISTIC
04 S OF GOOD
GOVERNANCE
04
CHARACTERISTIC
05 S OF GOOD
GOVERNANCE
05
06
EFFECTIVENESS
AND EFFICIENCY
Every decision-making process and its
institutions must be able to produce
decisions that meet every community need.
Community resources must also be utilised
CHARACTERISTIC
optimally by the government.
S OF GOOD
ACCOUNTABILITY
GOVERNANCE All institutions involved in good
governance have full responsibility to
the public for the sake of improving
the quality of society.
06
CORPORATE
GOVERNANCE
Corporate governance is defined as the system of rules, practices and
processes by which business corporations are directed and controlled. It
basically involves balancing the interests of a company's many stakeholders,
such as shareholders, management, customers, suppliers, financiers,
government and the community.
07
OBJECTIVES OF CORPORATE
GOVERNANCE
01
OBJECTIVES OF CORPORATE GOVERNANCE
(FIST) F A I R A N D E Q U I T A B L E T R E AT M E N T INCREASE SHAREHOLDERS'
OF SHAREHOLDERS W E A LT H
A corporate governance structure ensures equitable and fair treatment of all Another corporate governance's main objective is to protect the
shareholderof the company. In some organizations, a group of high net-worth long-term interests of shareholders. Forms with strong corporate
individual and institutions who have a substantial proportion of their governance structure are seen to have higher valuation attached to
portfolios invested in the company, remain active through occupation of top- their shares by businessmen. This only reflects the positive
level positions that enable them to guard their interest. However, all
perception that good corporate governance induces potential
shareholders deserve equitable treatment and this equity is safeguarded by a
investors to decide to invest in a company.
good governance structure in any organization.
SELF-ASSESSMENT T R A N S PA R E N C Y A N D F U L L
Corporate governance enables firms to assess their behavior and
DISCLOSURE
actions before they are scrutinized by regulatory agencies. Business
Good corporate governance aims at ensuring a
establishments with a strong corporate governance system are better higher degree of transparency in an organization
able to limit exposure to regulatory risks and fines. An active and by encouraging full disclosure of transactions in
independent board can successfully point out deficiencies or
loopholes in the company operations and help solve issues internally the company accounts.
on a timely basis.
02
BASIC PRINCIPLES OF EFFECTIVE CORPORATE
GOVERNANCE (CAT)
TRANSPARENCY AND ACCOUNTABILITY
FULL DISCLOSURE Is the board taking
Is the board telling us
responsibility?
what is going on?
GOOD AND EFFECTIVE
GOVERNANCE
CORPORATE CONTROL
Is the board doing
the right thing?
03
CODE OF CORPORATE
GOVERNANCE FOR
PUBLICLY-LISTED
COMPANIES
2.1 INTRODUCTION
RECOMMENDATIONS
EXPLANATIONS
DEFINITION OF TERMS
01
THE CODE OF CORPORATE GOVERNANCE
01 02
Intended to raise the corporate governce The Code will adopt the "comply or explain"
standards of Philippine corporations to a level approach. This approach combines voluntary
at par with its regional and global counterparts. compliance with mandatory disclosure.
03
The Code is arrange as follows: Principles,
Recommendations and Explnations.
02
THE
PRINCIPLES
can be considered to be high-level statements of corporate
governance good practices, and are applicable to all companies.
03
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.
03
THE
EXPLANATION
strive to provide companies with additional
information
on the recommended best pratice
03
Definition of Terms
01 02 03
Corporate Board of
Management
Governance Directors
the system of stewardship and control the governing body elected by a group of executive given the
to guide organizations in fulfilling the stockholders that exercises authority by the Board of
their long-term economic, oral, legal the corporate powers of a Directors to implement the
and social obligations towards their policies it has laid down in the
stakeholders.
corporation, conducts all its
business and control its conduct of the business of the
properties. corporation.
04
Definition of Terms
Independent Director
04 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, martially interfere with his
exercise of independent judgement in carrying out his responsibilities as a
director.
05 Executive director
a director who has executive responsibility of day-to-
day operations of a part or the whole of the
organization
06
Definition of Terms
08
Internal
06 07
Non-executive
Conglomerate Control
Director
a process designed and affected by the board of
directors, senior management, and all levels of
a group of corporations that has
a director who has no diversified business activities in
personnel to provide reasonable assurance on
the achievement of objectives through efficient
executive responsibility and varied industries, whereby the and effective operations; reliable, complete and
does not perform any work operations of such businesses are timely financial and management information:
related to the operations of controlled and mananaged by a and compliance with applicable laws,
parent corporate entity. regulations, and the organization's policies and
the corporation procedures
04
Definition of Terms
09
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 risk to be within its risk appetite, and provide reasonable assurance regarding the achievement of
entity objectives.
10 Related Party
shall cover the company's subsidiaries, as well as affiliates and any party that the company
exerts direct or indirect control over the company; the company's director; officers; shareholders
and related interests, and their close family members, as well as corresponding persons in
affiliated companies.
04
Definition of Terms
12 Stakeholders
an 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
06
Code of Corporate
Governance for
Publicly-Listed
Companies
MARDELLE T. LORENZO
01
THERE ARE SIXTEEN (16) PRINCIPLES THAT ARE
DISTRIBUTED AMONG FIVE (5) MAIN SECTIONS, NAMELY:
02
PRINCIPLES:
1 2 3 4
ESTABLISHING A ESTABLISHING ESTABLISHING FOSTERING
COMPETENT CLEAR ROLES BOARD COMMITMENT
BOARD AND COMMITTEES
RESPONSIBILITIES
OF THE BOARD
ESTABLISHING A
01 COMPETENT BOARD
02
01 RECOMMENDATIONS
04
01 RECOMMENDATIONS
04
ESTABLISHING CLEAR ROLES AND
02 RESPONSIBILITIES OF THE BOARD
02
02 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.
2.2 The Board should oversee the development of and approve the company’s business
objectives and strategy
2.4 The Board should be responsible for ensuring and adopting an effective
succession planning program for directors, key officers and management.
06
02 RECOMMENDATION
2.5 The Board should align the remuneration of key officers and board members with the
long-term interests of the company
2.6 The Board should have a formal and transparent board nomination and election policy.
2.7 The Board should have the overall responsibility in ensuring that there is a group-
wide policy and system governing related party transactions (RPTs) and other
unusual or infrequently occurring transactions.
2.8 The Board should be primarily responsible for approving the selection and
assessing the performance of the Management. 06
02 RECOMMENDATION
2.9 The Board should establish an effective performance management framework that will ensure
that the Management meets the standards set by the Board and Senior Management.
2.10 The Board should oversee that an appropriate internal control system is in place.
2.1 The Board should oversee that a sound enterprise risk management (ERM)
framework is in place.
1
2.1 The Board should have a Board Charter that formalizes and clearly states its roles,
responsibilities and accountabilities in carrying out its fiduciary duties
2 06
03 ESTABLISHING BOARD
COMMITTEES
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.
02
03 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.
07
03 RECOMMENDATION
3.2
The Board should establish an Audit
Committee
07
03 RECOMMENDATION
3.3
The Board should establish a Corporate
Governance Committee:
Tasked to assist the Board in the performance of It should be composed of at least three
its corporate governance responsibilities. members, all of whom should be
independent directors, including the
Chairman. .
07
03 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)
07
03 RECOMMENDATION
07
03 RECOMMENDATION
3.6
ALL ESTABLISHED COMMITTEES SHOULD HAVE
COMMITTEE CHARTERS.
07
04FOSTERING
COMMITMENT
02
04 RECOMMENDATION
02
RECOMMENDATION
The Board should have at least three independent directors, or such
5.1 number as to constitute at least one-third of the members of the Board,
whichever is higher.
The Board should ensure that its independent directors possess the
5.2 necessary qualifications and none of the disqualifications for an
independent director to hold the position.
02
RECOMMENDATION
The Board should have in place a system that provides, at the minimum,
6.2 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.
06
STRENGTHENING
7 BOARD ETHICS
Principle Members of the Board are duty-
bound to apply high ethical
standards; taking into account
the interests of all stakeholders.
02
RECOMMENDATION
06
DISCLOSURE AND TRANSPARENCY: ENHANCING
8 COMPANY DISCLOSURE POLICIES AND
PROCEDURES
PRINCIPLE 8
02
RECOMMENDATIONS
1 2 3
The Company should have a policy
requiring all directors and officers to The Board should fully disclose all
The Board should establish relevant and material information on
corporate disclosure policies and disclose/report to the company any
dealings in the company’s shares individual board members and key
procedures executives
within three business days
04
RECOMMENDATIONS
4 5
The company should provide clear disclosure of its policies The company should disclose its policies governing Related
and procedure for setting Board and executive remuneration Party Transactions (RPTs) and other unusual or infrequently
(individual basis), as well as the level and mix of the same in occurring transactions in its Manual on Corporate Governance.
the Annual Corporate Governance Report.
04
RECOMMENDATIONS
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
• 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
04
RECOMMENDATIONS
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
04
DISCLOSURE AND TRANSPARENCY:
PRINCIPLE 9
02
RECOMMENDATIONS
1
• The Audit Committee should have a robust process for approving and recommending the appointment, reappointment,
removal, and fees of the external auditor which 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 through the company website and required disclosures.
09
RECOMMENDATIONS
2
• The Audit Committee Charter should include the Audit Committee’s responsibility
-Assessing the integrity and independence of external auditors
-Exercising effective oversight to review and monitor the external auditor’s independence and objectivity and the
effectiveness of the audit process
• 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
09
RECOMMENDATIONS
3
• The company should disclose the nature of non-audit services performed by its external auditor in the Annual Report
• The Audit Committee should be alert for any potential conflict of interest situations, given the guidelines or policies
on non-audit services
09
DISCLOSURE AND TRANSPARENCY: INCREASING
PRINCIPLE 10
The company should ensure that the material and reportable non-
financial and sustainability issues are disclosed
02
RECOMMENDATION
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
04
PROMOTING A COMPREHENSIVE AND COST-
PRINCIPLE 11
02
RECOMMENDATION
11.
1• Role of media in dissemination of information.
04
INTERNAL CONTROL SYSTEM AND
RISK MANAGEMENT FRAMEWORK
STRENGTHENING THE INTERNAL CONTROL
PRINCIPLE 12
02
RECOMMENDATIONS
:
12.
• The Company should have an adequate and effective internal control
1 system and an enterprise risk management framework in the conduct of
its business, taking into account its size, risk profile and complexity of
operations.
04
RECOMMENDATIONS
:
12. =
• The Company should have in place an independent internal audit
2 function that provides an independent and objective assurance and
consulting services designed to add value and improve the company's
operations.
04
RECOMMENDATIONS
:
12.
• The Company should have a qualified Chief Audit Executive
3 (CAE) apppointed by the Board subject to a company's size, risk
profile and complexity of operations.
04
RECOMMENDATIONS
:
12.4
• The Company should have a separate risk management
function to identify, assess and monitor key risk
exposures
04
RECOMMENDATIONS
:
12.
• The Company should have a Chief Risk Officer (CRO),
5
who is the ultimate champion of Enterprise Risk
Management (ERM)
04
CULTIVATING A SYNERGIC
RELATIONSHIP WITH SHAREHOLDERS
13 PROMOTING SHAREHOLDERS RIGHTS
PRINCIPLE 13
02
RECOMMENDATIONS
:
13.
• The Board should ensure that basic shareholder rights are
1
disclosed in the Manual on Corporate Governance and on
the company’s website
04
RECOMMENDATIONS
:
13.
• The Board should encourage active shareholder participation by
2 sending the Notice of Annual and Special Shareholders’ Meeting
with sufficient and relevant information at least 28 days before the
meeting.
04
RECOMMENDATIONS
:
13.
• Encouraging active shareholder participation by the board
3
by making the result of the votes publicly available in the
next working days.
04
RECOMMENDATIONS
:
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.
04
RECOMMENDATIONS
:
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.
04
RESPECTING RIGHTS OF STAKEHOLDERS AND
PRINCIPLE 14
02
RECOMMENDATIONS
14.1 14.2 14.3
The Board should identify the comapny's The Board should establish clear policies and The Board should adopt a transparent
variuos stakeholders and promote programs to provide a mechanism on the fair framework and process that allow stakeholders
cooperation between them and the company treatment and protection of stakeholders. to communicate with the company and to
in creating wealth, growth and sustainability. obtain redress for the violation of their rights.
04
15 ENCOURAGING EMPLOYEES' PARTICIPATION
PRINCIPLE 15
02
RECOMMENDATIONS
15.1 15.2 15.3
The Board should establish The Board should set the tone The Board should establish a
policies, programs and procedures and make a stand against corrupt suitable framework for
that encourage employees to practices by adopting an anti- whistleblowing that allows
actively participate in the corruption policy and program employees to freely communicate
realization of the company’s goals their concerns about illegal or
in its Code of Conduct.
and in its governance. unethical practices.
04
16
ENCOURAGING SUSTAINABILITY AND SOCIAL
RESPONSIBILITY
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.
02
RECOMMENDATIONS
16.1
04
THANK YOU FOR
LISTENING!
ARTIZONA, ANGELICA LORENZO, MARDELLE
CAMPIT, RICHMON NAGUM, ALLINA
DANCEL, STEFANIE PAGARAGAN, SOPHIA
DORIA, JHEA MAE VILLAVICENCIO, KIMBERLY
10