Board Meetings & Activities
Our Board Meetings are scheduled at the beginning of the year so that our Directors can plan accordingly and fit the year’s Board meetings into their respective schedules. Our Corporate Secretary prepares the schedule of the meeting, in accordance with the provisions in the By-laws, and disseminates it to the members of the Board and Key executives, through the Office of the President or the Director Relations Office.
Access to Information
Our directors are expected to prepare for, attend, and participate in these meetings, and to act prudently, in good faith, and in the best interest of EDC and our shareholders. Our Board is aptly apprised and has full and unrestricted access to information on EDC’s over-all performance, major business issues, new projects, our economic and environmental impact. Our Board has direct contact and communication with our Management and employees at any time.
Board papers for Board Meetings are provided at least five (5) business days before the date of the Board Meeting.
Board Meetings for 2015 and Directors’ Attendance
The Board Meetings at EDC are carried out systematically and strategically, with the Directors actively participating in the discussions, giving insights and recommendations to matters presented before it for consideration.
In all Board Meetings, the Chairman of the Board engages the Directors and ensures quality and collegial discussions, resulting in well-deliberated decisions and recommendations from the members of the Board, specially the Independent Directors. Because of the dynamic engagement of the Board in Board Meetings, it also resulted in a high attendance rate in all meetings. On the average, in all the seven (7) Board meetings held in 2015, ninety percent (90%) of our Directors are in attendance in every Board meeting.
Quorum Requirement for Board Meetings
The minimum quorum requirement for board decisions under our By-Laws is a majority of the members of the Board, with the presence of at least one independent director. Every decision of a majority of the quorum shall require the concurrence of at least one independent director for the validity of the decisions of the board. Board meetings are recorded and minuted, and all resolutions are documented by our Corporate Secretary. Committee meetings are likewise recorded and minuted, with the resolutions documented by the respective Committee Secretariats.
Non-Executive Directors’ Meeting
Also, our Non-Executive Directors had a separate meeting without the presence of our executive directors last December 5, 2014. Our non-executive directors discussed about process improvements in the conduct of Board meetings as well as increasing Board participation and attendance.
2016 Board Strategy Meeting
In September 7, 2016, the Board of Directors of the Energy Development Corporation (EDC) conducted a one-day Board Strategy Meeting. The Board Strategy Meeting provided a venue for our directors to provide strategic direction and guidance. Highlights of the meeting are as follows: The Board: (1) affirmed the company’s mission and vision, (2) analyzed the present and future operating environment given the disruptions from coal, oil and solar energy sources, (3) assessed major opportunities for the company and its capability to capitalize on these opportunities, and (4) determined strategies to grow the company as the energy industry shifts to a new paradigm.
The 2016 Corporate Governance Evaluation
The Board annually undergoes an Integrated Corporate Governance Evaluation to assess the overall performance and effectiveness of the Board and the Board Committees as well as the performance of the President and the Chairman. For this evaluation cycle, a self-assessment for the individual directors was likewise conducted. The Integrated Corporate Governance Evaluation provides a constructive mechanism for improving board and committee effectiveness, identifying its strengths and weaknesses, and leading to an improvement in performance throughout the organization.
|ANNUAL STOCKHOLDERS’ MEETING AND ASM MINUTES|
|BOARD COMMITTEES, CHARTERS AND COMMITTEE ACTIVITIES|