Corporate Governance Principles

Responsibilities of the Board of Directors

General Responsibility

It is the Board’s responsibility to foster the long-term success of the Company, and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and the best interests of its stockholders and other stakeholders. The Board shall formulate the Company’s vision, mission, strategic objectives, policies and procedures that shall guide its activities, including the means to effectively monitor Management’s performance.

(Source: Article III, Revised Manual on Corporate Governance (2014.07.02))

Composition and Appointment, Terms of Office, and Selection

The Board shall be composed of nine (9) members who are elected by the stockholders entitled to vote at the annual meeting and shall hold office for one (1) year and until their successors are elected and qualified in accordance with the By-Laws of the Company. The Company shall have at least two (2) independent directors.

The membership of the Board may be a combination of executive and non-executive directors, which include independent directors, in order that no director or small group of directors can dominate the decision-making process.  The non-executive directors should possess such qualifications and stature that would enable them to effectively participate in the deliberations of the Board.

(Source: Article 3, Revised Manual on Corporate Governance (2014.07.02))

Qualifications of Directors

In addition to the qualifications for membership in the Board as provided for in the By-Laws of the Company, the Corporation Code, Securities Regulation Code and other relevant laws, the Board may provide for additional qualifications which may include, among others, the following:

A.   College education or equivalent academic degree;

B.   Practical understanding of the business of the Company;

C.   Membership in good standing in relevant industry, business or professional organizations; and

D.   Previous business experience.

(Source: Article 3, Revised Manual on Corporate Governance (2014.07.02))

Responsibilities

A.   Specific Duties and Responsibilities of a Director

A director’s office is one of trust and confidence. A director shall act in the best interest of the Company in a manner characterized by transparency, accountability and fairness.  He shall also exercise leadership, prudence and integrity in directing the Company towards sustained progress.

A director shall observe the following norms of conduct:

i.     Conduct fair business transactions with the Company, and ensure that his personal interest does not conflict with the interests of the Company.

The basic principle to be observed is that a director shall not use his position to profit or gain some benefit or advantage for himself and/or his related interests.  He shall avoid situations that may compromise his impartiality.  If an actual or potential conflict of interest may arise on the part of a director, he shall fully and immediately disclose it and shall not participate in the decision-making process. A director who has a continuing material conflict of interest shall seriously consider resigning from his position.

A conflict of interest shall be considered material if the director’s personal or business interest is antagonistic to that of the Company, or stands to acquire or gain financial advantage at the expense of the Company.

ii.    Devote the time and attention necessary to properly and effectively perform his duties and responsibilities.

A director shall devote sufficient time to familiarize himself with the Company’s business.  He shall be constantly aware of and knowledgeable with the Company’s operations to enable him to meaningfully contribute to the Board’s work.  He shall attend and actively participate in Board and committee meetings, review meeting materials and, if called for, ask questions or seek explanation.

iii.  Act judiciously.

Before deciding on any matter brought before the Board, a director shall carefully evaluate the issues and, if necessary, make inquiries and request clarification.

iv.   Exercise independent judgment.

A director shall view each problem or situation objectively.  If a disagreement with other directors arises, he shall carefully evaluate and explain his position.  He shall not be afraid to take an unpopular position. Corollarily, he shall support plans and ideas that he thinks are beneficial to the Company.

v.    Have a working knowledge of the statutory and regulatory requirements that affect the Company, including its Articles of Incorporation and By-Laws, the rules and regulations of the Commission and, where applicable, the requirements of relevant regulatory agencies.

A director shall also keep abreast with industry developments and business trends in order to promote the Company’s competitiveness.

vi.   Observe confidentiality.

A director shall keep secure and confidential all non-public information he may acquire or learn by reason of his position as director.  He shall not reveal confidential information to unauthorized persons without the authority of the Board.

(Source: Article 3, Revised Manual on Corporate Governance (2014.07.02))

B.   Appointment of Subcommittees

i.     Audit & Risk Committee 

The Audit & Risk Committee shall consist of at least three (3) voting Directors, who shall preferably have accounting and finance backgrounds, one (1) of whom shall be an independent director and another with audit experience. The Chair of the Audit & Risk Committee shall be an independent director.

ii.    Executive Compensation Committee

The Executive Compensation Committee shall consist of at least three (3) voting Directors one (1) of whom must be an independent director.

iii.   Nomination, Election & Governance Committee 

The Nomination, Election & Governance Committee shall consist of at least three (3) voting Directors one (1) of whom must be an independent director.

(Source: Article 3, Revised Manual on Corporate Governance (2014.07.02))
 

C. President and CEO

The Chief Executive Officer. – He shall be responsible for the general supervision, administration and management of the business of the Corporation and shall have the following powers and duties.

i.     To establish general administrative and operating policies.

ii.    To initiate and develop programs for management training and development, as well as executive compensation plans.

iii.   Unless otherwise determined by the Board of Directors, to attend and to act and to vote in person or by proxy, for and in behalf of the Corporation, at any meeting of shareholders of any corporation in which the Corporation may hold stock, and at any such meeting, to exercise any and all the rights and powers incident to the ownership of such stock which the owner thereof might possess or exercise if present.

iv.   To exercise such powers and perform such other duties and functions as the Board of Directors may, from time to time, assign.

The Chief Executive Officer may assign the exercise or performance of his powers, duties and functions to any other officer(s), subject always to his supervision and control.

(Source: Article 26, RHI Amended By-Laws (2011))

The President. – The President shall have supervision and direction of the day-to-day business affairs of the Corporation. He shall have the following powers and duties;

i.     To recommend specific projects for the accomplishment of corporate objectives and policies for the approval of the Board of Directors.

ii.    To implement the program for management training and development.

iii.   To ensure that the administrative and operating policies are carried out.

iv.   To appoint, remove or suspend any and all employees and other subordinate personnel of the Corporation, prescribe their duties, determine their salaries and when necessary, require bonds in such amounts as he may determine, to secure the faithful dis-charge by said employees of their official trust.

v.    To prepare such statements and reports as may be required from time to time by law.

vi.   To preside at meetings of the Directors and stockholders in the absence of the Chairman and the Vice-Chairman.

vii.  To exercise such powers and perform such duties and functions as may as-signed to him by the Board of Directors.

The President may assign the exercise or performance of any of the foregoing powers, duties and functions to any other officer(s).

(Source: Article 27, RHI Amended By-Laws (2011))
 

D. Board Meetings

i.     Board Meetings and Quorum Requirement

The members of the Board shall attend its regular and special meetings in person or through teleconferencing conducted in accordance with the rules and regulations of the Commission.

Independent directors shall always attend Board meetings. Unless otherwise provided in the By-Laws, their absence shall not affect the quorum requirement.  However, the Board may, to promote transparency, require the presence of at least one (1) independent director in all its meetings.

(Source: Article 3, Revised Manual on Corporate Governance (2014.07.02))
 

E. The Company Secretary

 

The Corporate Secretary, who should be a Filipino citizen and a resident of the Philippines, is an officer of the Company. He shall have the following responsibilities:

i.     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 Company;

ii.    Be loyal to the mission, vision and objectives of the Company;

iii.   Work fairly and objectively with the Board, Management, stockholders and other stakeholders;

iv.   Have appropriate administrative and interpersonal skills;

v.    If he is not at the same time the Company’s legal counsel, be aware of the laws, rules and regulations necessary in the performance of his duties and responsibilities;

vi.   Have a working knowledge of the operations of the Company;

vii.  Inform the members of the Board, in accordance with the By-Laws, 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;

viii. Attend all Board meetings, except when justifiable causes, such as, illness, death in the immediate family and serious accidents, prevent him from doing so;

ix.   Ensure that all Board procedures, rules and regulations are strictly followed by the members; and 
 

x.    If he is also the Compliance Officer, perform all the duties and responsibilities of the said officer as provided for in this Manual.

xi.   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 or in a separate filing.

(Source: Article 3, Revised Manual on Corporate Governance (2014.07.02))

F. Performance Assessment

i.     Monitoring and Assessment

Each Committee shall report regularly to the Board.

The Compliance Officer shall establish an evaluation system to determine and measure compliance with this Manual. Any violation thereof shall subject the responsible officer or employee to the penalty provided under Article 10 of this Manual.

The establishment of such evaluation system, including the features thereof, shall be disclosed in the Company’s annual report (SEC Form 17-A) or in such form of report that is applicable to the Company. The adoption of such performance evaluation system must be covered by a Board approval.

This Manual shall be subject to periodic review by the Board.

All business processes and practices being performed within any department or business unit of the Company that are not consistent with any portion of this Manual shall be revoked unless upgraded to the compliant extent.

(Source: Article 10, Revised Manual on Corporate Governance (2014.07.02))

G. Remuneration

Remuneration of the Board of Directors. – The Board shall be given 6% of the net income of the Corporation before tax which shall be distributed among the Directors in the following manner:

2% for the Executive Committee; and

4% for the Directors.

(Source: Article 19, RHI Amended By-Laws (2011))

H. Training and Knowledge Development

i.     Training Process

If necessary, funds shall be allocated by the Board upon recommendation of the CFO or his equivalent officer for the purpose of conducting an orientation program or workshop to operationalize this Manual.

A director shall, before assuming as such, be required to attend a seminar on corporate governance which shall be conducted by a duly recognized private or government institute.

(Source: Article 6, Revised Manual on Corporate Governance (2014.07.02))