Manual on Corporate Governance

The Company adopted the Manual to ensure its compliance with the leading practices on good corporate governance and related Code of Corporate Governance for Publicly-listed Companies (SEC Memorandum Circular No. 19, Series of 2016). The Company believes that good corporate is a necessary component of what constitutes sound strategic business management. The Company commits to undertake every effort to create awareness within the organization of good corporate governance principles as embodied in its Manual for Corporate Governance.  The Manual was approved and adopted by the Board on May 30, 2017.

The Manual contains the following provisions on:

  • Board Matters. It states the composition of the Board, Checks and Balances in the role of the Chairman of the Board and CEO, Roles Accountabilities and deliverables of the members of the board and Procedure to undertake in case of changes in the board of directors.
  • Board Committees. The Company directs the creation of an Audit Committee, Corporate Governance Committee and Investment Committee to ensure the performance and continued function of the board and management.
  • Internal Audit and Control.  The Company provides a system for internal audit and control. The Manual states the role, scope and appointment/removal of the internal auditor. It also provides that the Company maintains an internal control system with regard to the integrity of financial statements and disclosures; effectiveness of internal control systems independence and performance of internal and external auditors; compliance with accounting standards, legal and regulatory requirements; and evaluation of management’s process to assess and manage risk issues.

Committees of the Board

The Board created and appointed Board members to each of the committees set forth below. Each member of the respective committees named below holds office as of the date of this Prospectus and will serve until his or her successor is elected and qualified.

Audit Committee

Function. The Audit Committee is responsible for financial reporting and disclosures, risk management and internal controls, management and internal audit and external audit.

Key Responsibilities. The Audit Committee has the responsibility of assisting the Board in the performance of its oversight responsibility for the financial reporting process, system of internal control, audit process and monitoring of compliance with applicable laws, rules and regulations. It provides oversight over management’s activities in managing credit, market, liquidity, operational, legal and other risks of the Company and the Company’s internal and external auditors. The Committee also reviews the annual internal audit plan. It monitors and evaluates the adequacy and effectiveness of the internal control system. It coordinates, monitors and facilitates compliance with laws, rules and regulations.

Corporate Governance Committee

Function. The Committee shall assist the Board in promoting and institutionalizing corporate governance principles and practices in the Company.

Key responsibilities. Overall, the Board Governance Committee is responsible for recommending to the Board policies and procedures necessary for effective and efficient governance of the Company. It shall ensure that the Board fulfills its legal, ethical, and functional responsibilities through adequate governance policy development, recruitment strategies, training programs, monitoring of Board activities, and evaluation of Board members’ performance.

It shall also aid in establishing a formal and transparent procedure for developing a policy on remuneration within the Company.

Specifically, the Committee shall:

  1. Review and evaluate the qualifications of all person/s nominated to the Board, as well as those nominated to other positions requiring appointment by the Board, whenever a vacancy exists or is anticipated.
  2. Promulgate the guidelines or criteria to govern the conduct of nominations.
  3. Evaluate the performance of each individual Board member.
  4. Assess the Board’s current composition and identifying missing qualities and characteristics (gap analysis).
  5. Ensure that the policy on remuneration of directors, and officers is consistent with the Company’s culture and the business strategy in which it operates.
  6. Review the Company’s by-laws and corporate governance policies, and recommend any needed changes to the full Board.
  7. Recommend plans for Board education and a potential annual Board retreat.
  8. Perform such other functions as assigned by law, the Company’s charter or bylaws, or the Board.

Investment Committee

Function. The Committee shall assist the Board in developing a sound investment policy and ensuring that it is implemented efficiently and effectively.

Key responsibilities. The Committee shall:

  1. Formulate and propose to the Board investment policies, objectives, and strategies for the Company’s investment assets.
  2. Implement and oversee the implementation of investment policies and practices, and monitors performance of the investment portfolio.
  3. Review investment policies and recommend changes if needed to the Board.
  4. Report investment performance to Board.
  5. Perform such other functions as assigned by law, the Company’s charter or bylaws, or the Board.