|
| CORPORATE
GOVERNANCE SEAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Responsibilities
of the Board
|
|
|
Board
Composition
|
|
|
Appointive
|
|
|
|
Ex-Officio
|
|
|
|
Approved
schedules of board meetings
|
|
|
|
|
Role
of the Board in Corporate Strategy
|
|
|
|
Code
of Ethics
|
|
|
|
Board
Committees' accomplishment report
|
|
|
Access
to information (board
materials)
|
|
|
Internal
Control (including
Internal Audit)
|
|
|
Risk
Management System
|
|
|
Board
Appraisal System
|
|
|
|
|
Corporate
Secretary
|
|
|
|
| Disclosure
and Transparency
|
|
|
|
| Corporate
Social Responsibility
|
|
|
|
Customers'
welfare
|
|
|
Interaction
with the communities
|
|
| Environmentally-friendly
value chain
|
|
|
Contact
details for complaints of other stakeholders
|
|
|
Performance
Enhancing Mechanisms for Employee Participation
|
|
|
|
|
|
|
|
|
|
|
| RESPONSIBILITIES
OF THE BOARD
|
|
|
|
|
| Click here for
Key Responsibilities of the Board
|
|
|
|
|
|
|
|
Do
you have any comments or suggestions that may help us improve our
services?
Click Here
|
| Philippine
National Construction Corporation adheres to the principles essential
to good governance as provided for in PNCC's Corporate Governance
Manual 2017:
|
|
|
|
|
|
|
Governance
Responsibilities of the Board
|
|
|
|
Principle
1 : The Company shall be headed by a competent,
working board to foster the long-term success of the corporation,
and to sustain its competitiveness and profitability in a manner
consistent with its corporate objectives and long-term best interests
of its stockholders and other stakeholders.
|
|
|
|
|
|
|
Principle
2 : The fiduciary roles, responsibilities
and accountabilities of the Board as provided under the law, the
company's articles and by-laws, and other legal pronouncements
and guidelines shall be clearly made known to all directors as
well as to stockholders and other stakeholders.
|
|
|
|
|
|
|
|
|
|
Principle
3 : Board Committees shall be set up to
the extent possible to support the effective performance of the
Board's functions, particularly with respect to audit, risk management,
related party transactions, and other key corporate governance
concerns, such as nomination and remuneration. The composition,
functions and responsibilities of all committees established should
be contained in a publicly available Committee Charter.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principle
4 : To show full commitment to the company,
the directors shall devote the time and attention necessary to
properly and effectively perform their duties and responsibilities,
including sufficient time to be familiar with the corporation's
business.
|
|
|
|
|
|
|
|
|
Principle
5 : The Board endeavor to exercise objective
and independent judgment on all corporate affairs.
|
|
|
|
|
Principle
6 : The
Board shall measure its effectiveness through an assessment process.
The Board shall regularly carry out evaluations to appraise
its performance as a body, and assess whether it possesses the
right mix of backgrounds and competencies.
|
|
|
|
|
Principle
7 : It is the duty of the Members of the
Board to apply high ethical standards, taking into account the
interests of all stakeholders.
|
|
|
|
|
The
responsibilities of the Board pursuant to the above principles
are detailed in the Corporate
Governance Manual 2017.
|
|
|
|
| APPROVED SCHEDULES
OF BOARD MEETINGS
|
|
|
|
|
|
|
|
|
|
| Provided
for in Section 8(a) of Code of Corporate Governance for the GOCC Sector,
as specific functions of the Board, the Board shall:
|
|
|
|
|
"Meet
regularly, ideally at least once every month, to properly discharge
its responsibilities, with independent views expressed during
such meetings being given due consideration, and that all
such meetings shall be properly documented or minuted";
|
|
|
|
|
Further,
the Company' Amended By-Laws provides under Section 5.03 that
"The Board of Directors shall hold a regular meeting
at least once a month, on such date and such time
and place as may be fixed by resolution of the Board, without
other or further notice than such resolution. Should the
date appointed for a regular meeting fall on a legal holiday,
the meeting shall be held at the same time on the next succeeding
business day.
|
|
|
|
|
Special
Meeting of the Board of Directors may be called at any time by
order of the Chairman, or by the written request of any three
Directors, and shall be held at the Head Office of the Corporation
or at such place and time as may be agreed upon by the majority
of the Directors.
|
|
|
|
|
On December
16, 2013, on its regular meeting, the Board set a fixed schedule
of its regular meetings on the third Monday of every month.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ROLE
OF THE BOARD IN CORPORATE STRATEGY
|
|
|
|
|
|
|
|
|
|
| As
provided for in Article 4.1, Principle 1 of PNCC's Corporate Governance
Manual 2017, "the company shall be headed by a competent, working
board to foster the long-term success of the corporation, and to
sustain its competitiveness and profitability in a manner consistent
with its corporate objectives and the long-term best interests of
its stockholders and other stakeholders."
|
|
|
|
|
|
|
|
|
| Further,
in Article 5.2.b provides "The Board shall oversee the development
of and approve the company's business objectives and strategy, and
monitor their implementation, in order to sustain the company's
long-term viability and strength.
|
|
|
|
|
|
|
|
|
| The
Board created the Performance Agreement Negotiation (PAN) Committee
to work hand in hand with Management in the development of business
objectives and strategy. The Committee monitors the implementation
of the approved business objectives and strategy and submits a quarterly
performance report to the GCG.
|
|
|
|
|
|
|
|
|
| ACCESS TO INFORMATION
|
|
|
|
|
|
|
|
|
|
| At
least three (3) calendar days before the actual meeting,
the board papers are provided to the Board Members through electronic
mail and hardcopy. Board papers consist of complete and adequate
information about matters to be taken in the board meeting. Information
includes the background or explanation on matters brought before
the Board, disclosures, budgets, forecasts and internal financial
documents.
|
|
|
|
|
|
|
|
|
| CORPORATE SECRETARY
|
|
|
|
|
|
|
|
|
|
| As provided
for in Section 7.08 of the Corporation's By-Laws, the Corporate
Secretary shall have the following powers and duties:
|
|
|
|
|
|
|
|
|
|
-
He shall keep accurate minutes
of all meetings of the stockholders of the Board, and of the
Executive Committee, and shall attend to the giving of all
notices required by the By-Laws to be given.
-
He shal be the custodian of
the corporate seal, stock certificate boos, stock and transfer
books, records, documents, and papers of the Corporation,
prepare ballots for the annual elections and keep a complete
and up-to-date list of the stockholders and their addresses.
|
|
|
|
|
|
|
|
|
| The PNCC's
Corporate Governance Manual 2017 enumerates the following
responsibilities of the Corporate Secretary:
|
|
|
|
|
-
Assists the Board and the
board committees in the conduct of their meetings, including
preparing an annual schedule of Board and committee meetings
and the annual board calendar, and assisting the chairs of the
Board and its committees to set agendas for those meetings;;
-
Safe keeps and preserves the
integrity of the minutes of the meetings of the Board and its
committees, as well as other official records of the corporation;
-
Keeps abreast on relevant
laws, regulations, all government issuances, relevant industry
developments and operations of the corporation, and advises
the Board and the Chairman on all relevant issues as they arise;
-
Works fairly and objectively
with the Board, Management, and stockholders and contributes
to the flow of information between the Board and management,
the Board and its committees, and the Board and its stakeholders,
including shareholders;
-
Advises on the establishment
of board committees and their terms of reference;
-
Informs members of the Board,
in accordance with the by-laws, of the agenda of their meetings
at least five working days in advance, and ensures that
the members have before them accurate information that will
enable them to arrive at intelligent decisions on matters that
require their approval;
-
Attends all meetings,
except when justifiable causes, such as illness, death in the
immediate family and serious accidents, prevent him/her from
doing so;
- Performs required administrative functions;
- Performs such other duties and responsibilities
as may be provided by the SEC.
|
|
|
|
| The Code
of Corporate Governance for GOCCs provides the following responsiblities
of the Corporate Secretary:
|
|
|
|
|
- Serve as an adviser to the Board Members on their
responsibilities and obligations;
- Keep the minutes of meetings of the shareholders,
the Board, the Executive Committees, and al other committees in
a book or books kept for that purpose, and furnish copies thereof
to the Chairman, the CEO and other members of the Board as appropriate;
- Keep in safe custody the seal of the GOCC and
affix it to any instrument requiring the same;
- For stock GOCCs, have charge of the stock certificate
book and such other books and papers as the Board may direct;
- Attend to the giving and serving of notices of
Board and shareholder meetings, if applicable;
- Be fully informed and be part of the schedulig
process of other activities of the Board;
- Receive instructions from the Chairman on the
preparation of an annual schedule, the calling of Board meetings,
the preparation of regular agenda for meetings, and notifying
the Board of such agenda at every meeting;
- Oversee the adequate flow of information to the
Board prior to meetings; and
- Ensure fulfillment of disclosure requirements
to regulatory bodies.
|
|
|
|
| The Corporation's
incumbent Corporate Secretary is Atty. Mariano Jesus Averia.
Click here to view Atty. Averia's resume.
|
|
|
|
|
|
|
|
|
| DISCLOSURE
AND TRANSPARENCY
|
|
|
|
|
|
|
|
|
|
| PNCC
has consistently complied with the disclosure and reportorial requirements
of both SEC and PSE pursuant to Revised Disclosure Rules. Click
here to view the PNCC's
filings to SEC & PSE.
|
|
|
|
|
|
|
|
|
| CUSTOMER'S
WELFARE
|
|
|
|
|
| PNCC
is committed to provide full client satisfaction through quality,
safe and timely completion of infrastructure projects, delivery of
products and services, and to operate its tollway system by providing
safe and convenient travel for its users.
|
|
|
|
|
|
|
|
|
| PERFORMANCE
ENHANCING MECHANISMS FOR
|
|
|
|
|
| EMPLOYEE PARTICIPATION
|
|
|
|
|
|
<2017>
<2018> <2019>
<2020>
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|

|