Internal Corporate Governance Evaluation

Every year, our leadership team undergoes an in-house corporate governance evaluation process to assess their overall performance and effectiveness in their roles. This provides a constructive mechanism by which to measure the board and committee’s effectiveness, and serves as a means to identify its strengths and weaknesses, with the aim to improve overall 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 is given a copy 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 overall 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.