Articles of Incorporation – means the Articles of Incorporation of the Corporation and all amendments thereto
Board of Directors or "Board" – the governing body elected by the stockholders that exercises the corporate powers of a Corporation, conducts all its business and controls its properties
By-Laws – means the By-Laws of the Corporation and all amendments thereto
Corporate Governance – the framework of rules, systems and processes in the Corporation that governs the performance by the Board of Directors and Management of their respective duties and responsibilities to the stockholders
Corporate Internal Audit Department – a department of the Corporation and its consultants, if any, that provide independent and objective assurance services in order to add value to and improve the Corporation's operations
Corporate Internal Auditor – the highest position in the Corporation responsible for internal audit activities
Exchange – an organized market place or facility that brings together buyers and sellers, and executes trades of securities and/or commodities
Executive Director – a director who is also the head of a department or unit of the Corporation or performs any work related to its operation
Independent Director – a person who, apart from his fees and shareholdings, is independent of management and free from any business or other relationship which could, or could reasonably be perceived to, materially interfere with his exercise of independent judgment in carrying out his responsibilities as a director
Internal Audit – an independent and objective assurance activity designed to add value to and improve the Corporation's operations, and help it accomplish its objectives by providing a systematic and disciplined approach in the evaluation and improvement of the effectiveness of risk management, control and governance processes
Internal Control – the system established by the Board of Directors and Management for the accomplishment of the Corporation's objectives, the efficient operation of its business, the reliability of its financial reporting, and faithful compliance with applicable laws, regulations and internal rules
Internal Control System – the framework under which internal controls are developed and implemented (alone or in concert with other policies and procedures) to manage and control a particular risk or business activity, or combination of risks or business activities, to which the Corporation is exposed
Management – the body given the authority by the Board of Directors to implement the policies it has laid down in the conduct of the business of the Corporation
Non-audit Work – the other services offered by an external auditor to a Corporation that are not directly related and relevant to its statutory audit functions, such as, accounting, payroll, bookkeeping, reconciliation, computer project management, data processing, or information technology outsourcing services, internal audit, and other services that may compromise the independence and objectivity of an external auditor
Non-executive Director – a director who is not the head of a department or unit of the Corporation nor performs any work related to its operation
RULES OF INTERPRETATIONS
Unless the context otherwise requires:
Words in the singular include the plural, and vice versa; and
Words importing any gender include all genders.
A reference to a statute of statutory provision shall be construed as a reference to the statute or provision as from time to time amended, modified, or re-enacted, any repealed statute or statutory provision which it re-enacts, and any orders, rules and regulations made under the relevant statute or statutory provision.
The headings of this Revised Corporate Governance Manual (the "Manual") are inserted solely for convenience of reference and shall not limit or affect the interpretation of the provisions hereof.
All doubts or questions that may arise in the interpretation of application of this Manual shall be in favor of promoting transparency, accountability and fairness to the stockholders and stakeholders of the Corporation.