Corporate Governance

Specific Duties and Functions of Executive Officers

The Chairman

The Chairman of the Board shall be elected by and among the Directors. He shall preside at all meetings of the Board and shall perform such other duties as he may be called upon to perform by the Board.

He shall assist in ensuring that the Board meets regularly in accordance with the corporate governance policies and practices. He shall likewise ensure that the Board meets regularly in accordance with an approved annual schedule and performs it duties responsibly. He shall determine the agenda of each meeting in consultation with the President.

The Vice-Chairman

The Vice-Chairman performs the duties and responsibilities of the Chairman whenever the latter is unavailable, as well as such other duties as the Board from time to time designate.

The President

The President is responsible for leadership of the business and management of the operations of the Company within the authorities delegated by the Board.  He shall ensure that the business and affairs of the Company are managed in a sound and prudent manner and that organization and procedural controls are adequate and effective to ensure reliability and integrity of financial and operational information, effectiveness and efficiency of operations, safeguarding of assets and compliance with laws, regulations and contracts.

The President shall provide the Board with a balanced and understandable account of the Company’s performance, position and prospects on a regular basis.

Chief Executive Officer

The Chief Executive Officer shall have general supervision over the business and affairs, and the properties of the Corporation. He shall also perform such duties and responsibilities that shall be assigned to him by the Board of Directors from time to time.

If one person holds the position of CEO and Chairman, the Board shall take steps to ensure that proper checks and balances should be laid down to ensure that the Board gets the benefit of independent views and perspectives.

The Chief Operating Officer

The Chief Operating Officer shall be primarily responsible to oversee the everyday operations and functions of the company and such duties as the Board of Directors and/or the President from time to time designate.

The Corporate Secretary and Assistant Secretary

The Corporate Secretary and Assistant Corporate Secretary who shall be citizens and residents of the Philippines shall be the ex-officio Secretaries of the Board of Directors; they shall attend all sessions of the Board and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for any committee of the Board when required. They shall give or cause to be given notice of all meetings of the stockholders and of the Board of Directors as may be required and shall perform such other duties as may be prescribed by the Board of Directors or by the President under whose supervision they shall be.

In addition to the general powers hereinabove conferred and the specific powers granted by the Company’s By-Laws, the Corporate Secretary and Assistant Corporate Secretary shall have the following duties:

  1. They shall at all times strive to achieve perfection in the performance of their functions and undertake that no surprises are likely to come from them.  Likewise, loyalty to the mission, vision and specific business objectives of the Company shall form an important part of their duties.
  2. Work fairly and objectively with the Board, Management and stockholders;
  3. Have appropriate administrative and interpersonal skills;
  4. If he is not at the same time the corporation’s legal counsel, be aware of the laws, rules and regulations necessary in the performance of his duties and responsibilities;
  5. Have a knowledge of the operations of the corporation;
  6. Inform the members of the Board, in accordance with the by-laws, of the agenda of their meetings and ensure that the members have before them accurate information that will enable them to arrive at intelligent decisions on matters that require their approval;
  7. Ensure that all Board procedures, rules and regulations are strictly followed by the members;
  8. If he is also the Compliance Officer, perform all the duties and responsibilities of the said officer provided for in this Code.
  9. Implement the corporate governance improvements adopted by the Board, as hereinafter adopted from time to time, including but not limited to:
    • The organization of an annual one-day off-site strategy retreat for members of the Board for purpose of discussing and agreeing on strategic issues related to the Company and its business.
    • The organization of training on corporate governance for the Board, which shall be conducted by a recognized director training organization.

For this reason, the Company shall allocate reasonable and sufficient resources to enable the Corporate Secretary in fulfilling these functions, including the appointment of a professional law office to assist him, if needed.