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Responsibilities
of the Board |
 Board
Composition
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Appointive
Ex-Officio
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| Approved
schedules of board meetings |
| Role
of the Board in Corporate Strategy |
| Code
of Ethics |
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Board
Committees' accomplishment report |
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Access
to information (board
materials) |
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Internal
Control (including
Internal Audit) |
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Risk
Management System |
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Board
Appraisal System |
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Corporate
Secretary |
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Disclosure
and Transparency |
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Corporate
Social Responsibility |
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Customers'
welfare |
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Interaction
with the communities |
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Environmentally-friendly
value chain |
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Contact
details for complaints of other stakeholders |
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APPROVED
SCHEDULES OF BOARD MEETINGS |
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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. |
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ACCESS
TO INFORMATION |
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At
least three (3) days before the actual meeting
the board papers are provided to the Board Members.
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. |
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CORPORATE
SECRETARY |
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As
provided for in Section 7.08 of the Corporation's By-Laws,
the Corporate Secretary shall have the following powers
and duties: |
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- 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.
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The
Revised Manual on Corporate Governance enumerates the
following responsibilities of the Corporate Secretary: |
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- Be responsible for the safekeeping
and preservation of the integrity of the minutes of
the meetings of the Board and its committees, as well
as the other official records of the corporation;
- Be loyal to the mission, vision and
objectives of the corporation;
- Work fairly and objectively with
the Board, Management and stockholders and stakeholders;
- Have appropriate administrative and
interpersonal skills;
- If he is not at the same time the
corporation's legal counsel, be aware of the laws,
rules and regulations necessary in the performance
of his duties and responsibilities;
- Have a working knowledge of the operations
of the corporation;
- Inform members of the Board of the
agenda of their meetings and ensure that the members
have before them accurate information that will enable
them to arrive at intelligent decisions on matters
that require their approval;
- Attend all Board meetings, except
when justifiable causes, such as illness, death in
the immediate family and serious accidents, prevent
him from doing so;
- Ensure that all Board procedures,
rules and regulations are strictly followed by members;
- If he is also the Compliance Officer,
perform all the duties and responsibilities of the
said officer as provided for in this Code; and
- Submit to the Commission, on or before
January 30 of the following year, a sworn certification
about the directors' record of attendance in Board
meetings. The certification may be submitted through
SEC Form 17-C in a separate filing.
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The
Code of Corporate Governance for GOCCs provides the
following responsiblities of the Corporate Secretary: |
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- 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.
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The
Corporation's incumbent Assistant Corporate Secretary
is Mr. Renato M. Monsanto. Click
here to view Mr. Monsanto's resume. |
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