Corporate Governance

Corporate Governance Performance Evaluation System

Pursuant to Section 1, Subject 1 of the EDC Corporate Governance Manual (CG Manual), the Compliance Officer has been mandated to establish an evaluation system to determine and measure compliance with the provisions of the Manual. The conduct of an Evaluation System has been disclosed in the Company’s Annual Report and reported to the SEC in October 2009.

The CG Evaluation (CGE) is a system which targets the certification/feedback of the following:

  1. The Board of Directors
  2. Management Executives
  3. All other officers and employees of the corporation

Recognizing the differences in functions and duties of the foregoing company officers and executives, a different evaluation/certification for each has been required, in order to get the most responsive feedback on Corporate Governance compliance.

For members of the Board of Directors, they are required to conduct a self-evaluation on the Board’s corporate governance-related policies and practices, as well as undertake a Corporate Governance assessment of the President/CEO.

This evaluation is conducted on an annual basis using basically the same forms. However, for the 2011 CG Evaluation, we made minor modifications. For the Board Self-Assessment, we added a new section where we solicited inputs on “Recommendations on How to Improve The Board’s Effectiveness and Role in EDC”. For the President/COO Evaluation, we introduced the President’s Self-Assessment where the President/COO evaluated his performance for the period, using the same standards and questionnaires in the Board’s President/COO Evaluation.

For reference, below are the CG Evaluation forms we used for the 2011 cycle, to evaluate performance/work for the period July 2010-July 2011.

Management Executives and other officers and key employees of the corporation are likewise required to accomplish their individual certification on Compliance with EDC’s policies on Corporate Governance. This certification provides the disclosures of business interests and certification on compliance with the Company’s policies against insider trading, short sales, etc. and an undertaking to continuously promote and uphold compliance with the company’s Corporate Governance Manual. Where there are committed or noted deviations from the Corporate Governance policies, the same shall likewise be disclosed therein, specifying the details of such deviation.

THE 2010 and 2011 CORPORATE GOVERNANCE PERFORMANCE EVALUATION OF THE BOARD AND THE PRESIDENT

In 2010, the Board conducted a  self-assessment of its performance, as well as the qualitative and quantitative evaluation of the President’s accomplishments for the period January 2009 to July 2010. This change in the period under evaluation shows the transition which aims to synchronize the period with their elected terms.  In addition, since there was a change in leadership in the Company during the period, we also conducted two (2) President’s Evaluation to assess the performance of both the outgoing and incoming Presidents: Mr. Paul A. Aquino as President/CEO from January – July 2009, and Mr. Richard B. Tantoco as President/COO from July 2009-July 2010.

For the 2011 cycle, our corporate governance performance evaluation covered the performance of the Board and the President/COO for the period July 2010 to July 2011. As part of our efforts in improving the evaluation system, we introduced a new section in the Board’s Self-Assessment Questionnaire where we asked their inputs on “Recommendations on How to Improve The Board’s Effectiveness and Role in EDC”. For the President/COO Evaluation, we also conducted a President’s Self-Assessment where the President/COO evaluated his performance for the period, using the same standards and questionnaires in the Board’s President/COO Evaluation.