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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

   
     
  APPROVED SCHEDULES OF BOARD MEETINGS   Go [TOP]
       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.
     
  ACCESS TO INFORMATION   Go [TOP]
 
     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.
     
  CORPORATE SECRETARY Go [TOP]
   
 

     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 Revised Manual on Corporate Governance enumerates the following responsibilities of the Corporate Secretary:
 
  • 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.
 

     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 Assistant Corporate Secretary is Mr. Renato M. Monsanto.  Click here to view Mr. Monsanto's resume.
     
     
     
     

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