On September 24, 2002, our Board of Directors approved and adopted our Manual on Corporate Governance (the “Governance Manual”) which took effect on January 1, 2003. Our Governance Manual seeks to institutionalize the principles of good governance which our Board and Management believe to be a necessary component of sound strategic business management.

Our Governance Manual conforms with the requirements of the Code of Corporate Governance (the “SEC Governance Code”) that was promulgated by the Philippine Securities and Exchange Commission (the “Philippine SEC”) under SEC Memorandum Circular No. 2, Series of 2002, on April 5, 2002, in line with the Philippine Government’s policy to promote corporate governance reform aimed to raise investor confidence, develop capital market and help achieve sustained growth for the Philippine corporate sector and the economy.

In compliance with the SEC Governance Code and consistent with the relevant provisions of the Securities Regulation Code and Corporation Code of the Philippines, our Governance Manual covers the following key areas:

1. The qualifications and grounds for disqualification for directorship;
2. The requirement that at least two or twenty percent of the members of our Board, whichever is lesser, must be independent directors and the standards/criteria for the determination of independent directors;
3. The duties and responsibilities of our Board and the individual directors;
4. Our Board Committees, specifically, the Nomination Committee, Audit Committee and Executive Compensation Committee, the composition and the principal duties and responsibilities of such Committees;
5. The role of our Chairman in ensuring compliance with the corporate governance principles;
6. The role of our President/Chief Executive Officer in ensuring that our organizational and procedural controls are adequate and effective to ensure reliability and integrity of financial and operational information, effectiveness and efficiency of operations, safeguarding of assets and compliance with laws, rules, regulations and contracts;
7. The duties and responsibilities of our Corporate Secretary/Assistant Corporate Secretary in terms of the support services that they need to provide our Board in upholding sound corporate governance;
8. The duties and responsibilities of the head of our internal audit organization that would provide our Board, Management and stockholders with reasonable assurance that our key organizational and procedural controls are appropriate, adequate, effective and reasonably complied with;
9. The functions of our independent auditors that would reasonably ensure an environment of sound corporate governance as reflected in our financial records and reports; the requirement that non-audit work of the independent auditors should not conflict with their function as independent auditors; the requirement to rotate, at least once every five years, the independent auditors or the lead partner assigned to handle the independent audit of our financial statements;
10. Our commitment to respect and promote stockholders rights such as voting right, pre-emptive right, inspection right, dividend right, appraisal right, and right to receive information about the background, business experience, compensation and shareholdings of our directors and officers and their transactions with us;
11. The requirement to appoint a compliance officer and the duties and responsibilities of such compliance officer including the establishment of an evaluation system to determine and measure compliance with the provisions of our Governance Manual; and
12. The penalties for violations of our Governance Manual.

You can download the complete Manual on Corporate Governance (150 KB):