The Group’s corporate governance framework is rooted in its core values and has been institutionalized in the Corporate Governance Manual (the Manual), Code of Ethics, and key company policies and protocols. These include policies on trading, sustainability, and on whistleblowing, as well as on the different Board Committee charters. These documents are frequently reviewed and updated to align with the best corporate governance practices. The Board of Directors oversee, monitor, and review the effectivity of the Company’s corporate governance framework.
In addition, the Manual, Code of Ethics, and other policies are continuously disseminated to all team members through various means – during the new hires orientation, HR seminars and trainings, and e-learning courses, among others. Team members also have ready access to these documents through the Group’s internal documents storage system (e-docs) and the Company website.
Board of Directors
The Company believes that compliance with the principles of good governance begins with the Board of Directors. The Directors’ office is one of utmost trust and confidence. The Board of Directors is expected to act in the best interest of the Company in a manner characterized by transparency, accountability and fairness in the exercise of leadership in directing the Company towards a sustainable growth.
Directors are drawn from a pool of highly qualified professionals, each with their own subject matter expertise to contribute to the management and operations of the Group. Each Board has three independent directors and six independent-minded executive and non-executive members, all of whom come from diverse professional backgrounds. They are a mix of legal and finance professionals with management experience in the private and government sectors, as well as multilateral agencies.
The Chairman of the Board is a highly experienced, non-executive director who is not involved in the Group’s day-to-day operations. As such, he therefore remains focused on refining the Company’s long-term strategy.
The Company has five Board committees: Corporate Governance, Risk and Reputation Management, Audit, Related Party Transactions (RPT), and the Executive Committee. All three independent directors sit in these committees, except in the Executive Committee. Majority of the members of the Corporate Governance, Audit, and the RPT Committees are independent directors. Each committee oversees or implements an important aspect of the Company’s corporate governance framework and has its own charter, which can be viewed at the Company website.
Roles and Responsibilities of the Board of Directors
The Company believes that compliance with the principles of good governance begins with the Board of Directors. The Director’s office is one of utmost trust and confidence. The Board of Directors is expected to act in a fully informed basis, in good faith, with due diligence and care and act in the best interest of the Company in a manner characterized by transparency, accountability and fairness in the exercise of leadership in directing the Company’s sustainable growth. The Company’s Board responsibility is a recurring cycle as shown below:
The Board is actively engaged in discussions of strategic business issues and the directors are consulted for their invaluable inputs through the special strategy board meetings and gatherings with the management teams. The Board Corporate Governance Committee formalized these gatherings into an annual Board Retreat or strategy meetings in an atmosphere of relaxed, open and intellectual exchange.
As part of its director development program and to ensure that the members of the Board remain up to date with business and legal developments, the Board is provided with regular legal bulletins, and invited to economic and industry-specific briefings and strategy and management conferences within the Aboitiz Group. All directors, including the Independent Directors, actively participate in corporate governance seminars to further enhance their knowledge and expertise.
The Company’s By-Laws require that the quorum for valid board meetings is a majority of the members of the Board, in accordance with the with the Revised Corporation Code of the Philippines. As a matter of long standing Board practice, decisions of the Company’s Board are always made with the consensus or vote of all the Company’s independent directors, thus resulting in a unanimous vote of all directors of the Board.