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 and the Corporate Governance Office.
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.
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.
In Board Meetings, in addition to matters requiring Board approvals, every meeting includes a report and discussion on strategic matters, as part of the Board’s monitoring functions over the corporation’s activities. View the Directors’ Board meeting Attendance for 2018
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.
The levels of honoraria, remuneration, or compensation for EDC’s directors and executive officers are set at the optimum level to attract and retain the services of qualified and competent directors and officers and in accordance with the Corporate Governance Manual. A portion of the honoraria, remuneration, or compensation of the directors, whether executive, non-executive or independent, may also be structured or be based on corporate and individual performance. In accordance with its by-laws, the board shall receive such fees, remuneration, or compensation for their services pursuant to a resolution of the stockholders.
In EDC, the current board compensation package is as follows:(a) monthly director’s fee: P50,000.00; (b) attendance fee for directors’ meetings: P10,000.00 per board meeting and P6,000.00 per board committee meeting; (c) bonus to directors as a group: ½ of 1% of declared cash dividend; (d) group life insurance coverage: P4 million, at a premium per month of P1,292.10 wherein P443.50 is being shouldered by the company while the balance of P848.60 is being shouldered by the director; and (e) group hospitalization insurance coverage: P2,632.38 per month.
The non-executive directors held a separate meeting without the presence of our executive directors last February 22, 2018.
Last September 17, 2018, the Board of Directors of the Energy Development Corporation (EDC) conducted a Board Strategy Meeting to align with activities of the company with its vision, mission, core values, and goals for the year. The Board Strategy Meeting provided a venue for the directors to set strategic directions and guidance. The directors revisited and affirmed the company’s mission and vision and analyzed the present and future operating environment given the market trends of reduced hydrocarbon prices and continued downturn of solar installation costs. The directors likewise assessed major opportunities and risks for the company.
The board’s Integrated Corporate Governance Evaluation helps the board assess the overall performance and effectiveness of the board and the board committees, as well as the performance of the president and the chairman. 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.