Internal Corporate Governance Evaluation

The Annual in-House 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.

The 2016 Integrated Corporate Governance Evaluation covers the Board, the Board Committee, the individual directors, the Chairman and the President’s performance for the period from May 6, 2015 to May 12, 2016. The evaluation criteria have quantitative and qualitative components. The quantitative component covers an assessment of the following areas, as may be applicable:

  • Composition and quality of the Board and its Committees;
  • Performance of key responsibilities as provided in the Company’s by-laws, manuals, charters and governing policies;
  • Effectiveness and efficiency of the processes and procedures adopted;
  • Participation, engagement, contribution and relationship of each director to the Board, their respective Committees and  the Management;
  • Adoption of the principles of accountability, integrity, leadership, transparency and independence of every member of the Board; and
  • Leadership and business knowledge, expertise, focus and strategy.

The qualitative component provides the Board an opportunity to give its opinions and suggestions, or to identify particular issues or concerns or highlights about its performance or aspects of the Board’s operations.

We also take into account the performance assessment of the Audit and Governance Committee prescribed in SEC Memorandum Circular No. 4, series of 2012.

Every member of the Board are given copies of the Integrated Corporate Governance Evaluation questionnaire to which he/she shall complete his/her responses. Individual responses are treated with the highest level of confidentiality and are processed by the Corporate Governance Office for the comprehensive results. When necessary, the members of the Board may have discussions with the Compliance Officer or the Corporate Secretary for clarification or interpretation. The summary of the evaluation results are reported to the Board, through the Audit and Governance Committee, who, in turn develops recommendations for Board consideration or action, whenever necessary.

Based on the results of the 2016 evaluation, the participants affirmed that the Board effectively discharged its functions and responsibilities. In general, there are no material deviations in the over-all performance of  the Board as a whole, the Board Committees, the Individual Directors, the Chairman  and the President from the provisions and requirements of EDC’s Code of Corporate Governance.