The Chairman shall assist in ensuring compliance with and performance of the corporate governance policies and practices.
As needed or In accordance with applicable regulations, the roles of Chairman and the CEO may be separated in order to foster an appropriate balance of power, increased accountability, and better capacity for independent decision-making by the Board. A clear delineation of functions should be made between the Chairman and CEO upon their election.
The duties and responsibilities of the Chairman in relation to the Board may include, among others, the following:
The compensation of the CEO and other Officers shall be subject to review and approval by the Remuneration and Compensation Committee. Equity-based plans, short and long-term incentive plans for the Officers which the Remuneration and Compensation Committee may recommend shall be subject to the review and approval by the Board, and as applicable, stockholders' approval.
The Corporate Secretary, a Filipino citizen and a resident of the Philippines, is an officer of the Corporation and must be exemplary in performance. The Corporate Secretary should:
The mission of Corporate Internal Audit is to provide independent and objective assurance within the Corporation, designed to add value and improve the Corporation's operations. It helps the Corporation accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes.
Corporate Internal Audit shall have an independent status and will not be involved in the day-to-day internal checking systems of the business units and corporate centers in the Corporation. It is the responsibility of Management to plan, organize, and direct activities to provide reasonable assurance that established goals will be achieved. Internal Audit will examine and evaluate the planning, organizing, and directing processes established and maintained by Management.
The purpose of Corporate Internal Audit is to examine and evaluate whether the Corporation's risk management, controls, and processes, as designed by Management, are adequate, efficient, and functioning in a manner to ensure that:
The Board shall appoint a Compliance Officer who shall have direct reporting responsibilities to the Chairman of the Board. The appointment of the Compliance Officer shall be disclosed immediately to the Commission. All correspondences relative to his functions as such shall be addressed to the said Compliance Officer.