Compliance with the principles of sound corporate governance instituted in this Manual shall be the paramount responsibility of, and shall start with the Board.
The Board shall exercise the corporate powers and conduct and manage the business and affairs of the Company in consonance with the principles of sound corporate governance instituted in this Manual and shall be responsible for fostering the long-term success of the Company and securing its sustained competitiveness.
Consistent with a director’s three-fold duty of obedience, diligence and loyalty to the corporation he serves, the Directors shall:
A Director’s office is one of trust and confidence. As such, a Director shall act in a manner characterized by transparency, accountability and fairness.
Specific Duties and Functions of the Board
To ensure a high standard of best practice on governance for the Company and to promote and protect the interest of the Company, its stockholders and other stakeholders, the Board shall conduct itself with honesty and integrity in the performance of, among others, the following duties and functions:
Specific Duties and Responsibilities of a Director
A Director shall have the following duties and responsibilities:
Board Meetings and Quorum Requirement
The Board shall schedule and hold regular meetings and convene for special meetings when required by business exigencies. Every Director shall attend such meetings, to ensure that the quorum requirement will be met, unless his absence thereat is due to justifiable causes.
In any meeting of the Board, an Independent Director must always be in attendance.
Justifiable causes include, but are not limited to, grave illness, death of an immediate family member or serious accidents.
To monitor the directors’ compliance with attendance requirements, the Company shall submit to the Commission via SEC Form 17-C, on or before January 30 of the following year, a sworn certification about the director’s record of attendance in Board meetings duly signed by the Corporate Secretary and the Chairman.
Adequate and Timely Information (New Subject)
To enable the members of the Board to properly fulfill their duties and responsibilities, Management should provide them with complete, adequate and timely information about the matters to be taken in their meetings.
Reliance on information volunteered by Management would not be sufficient in all circumstances and further inquiries may have to be made by a member of the Board to enable him to properly perform his duties and responsibilities. Hence, members should be given independent access to Management and the Corporate Secretary.
The Members, either individually or as a Board, and in furtherance of their duties and responsibilities, should have access to independent professional advice at the corporation’s expense.
The Board undertakes to require a newly elected member of the Board to attend, within a reasonable period after his election to the Board, a seminar on corporate governance conducted by any duly recognized private or government institution.
In addition, newly-elected members of the Board should familiarize themselves with the Corporation’s operations, senior management and business environment. They should be inducted in terms of their fiduciary duties and responsibilities as well as in respect of the Board’s expectations.
Appropriate training opportunities for both existing and potential directors may, from time to time, be identified and undertaken.