jagomart
digital resources
picture1_Corporate Governance Pdf 161465 | Revised Pse Manual On Corporate Governance 2022 For Website


 167x       Filetype PDF       File size 1.20 MB       Source: documents.pse.com.ph


File: Corporate Governance Pdf 161465 | Revised Pse Manual On Corporate Governance 2022 For Website
the philippine stock exchange inc manual on corporate governance 2022 manual on corporate governance table of contents preamble 3 definition of terms 3 rules of interpretation 5 the board s ...

icon picture PDF Filetype PDF | Posted on 21 Jan 2023 | 2 years ago
Partial capture of text on file.
                
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                            THE PHILIPPINE STOCK EXCHANGE, INC. 
                            MANUAL ON CORPORATE GOVERNANCE 
                                                               
                                                           2022 
                                                               
                
                
                
                
                
                
                
                
                
                
                              MANUAL ON CORPORATE GOVERNANCE 
                               
                     
                     
                                                                TABLE OF CONTENTS 
                               
                     
                    PREAMBLE ................................................................................................................................................. 3 
                    DEFINITION OF TERMS .......................................................................................................................... 3 
                    RULES OF INTERPRETATION ............................................................................................................... 5 
                    THE BOARD’S GOVERNANCE RESPONSIBILITIES ......................................................................... 5 
                       1.    Establishing a competent Board of Directors ............................................................................. 5 
                       2.    Establishing Clear Roles and Responsibilities of the Board of Directors ............................. 10 
                       3.    Establishing Board Committees ................................................................................................. 24 
                       4.    Fostering Commitment ............................................................................................................... 35 
                       5.    Reinforcing Board Independence .............................................................................................. 36 
                       6.    Assessing Board Performance .................................................................................................... 40 
                       7.    Strengthening Board Ethics ........................................................................................................ 41 
                    DISCLOSURE AND TRANSPARENCY ............................................................................................... 42 
                       1.    Enhancing the Exchange’s Disclosure Policies and Procedures ............................................ 42 
                       2.    Strengthening the External Auditor’s Independence and Improving Audit Quality ........ 45 
                       3.    Increasing Focus on Non-Financial and Sustainability Reporting ........................................ 45 
                       4.    Promoting a Comprehensive and Cost-efficient Access to Relevant Information ............. 46 
                    INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT FRAMEWORK .......................... 47 
                       1.    Strengthening the Internal Control System and Enterprise Risk Management Framework
                             ……………………………………………………………………………………………………. 47 
                    CULTIVATING A SYNERGIC RELATIONSHIP WITH SHAREHOLDERS .................................. 49 
                       1.    Promoting Shareholder Rights ................................................................................................... 49 
                       2.    Alternative Dispute Resolution .................................................................................................. 51 
                       3.    Investor Relations Office ............................................................................................................. 52 
                    DUTIES TO STAKEHOLDERS .............................................................................................................. 52 
                       1.    Respecting Rights of Stakeholders and Effective Redress for Violation of Stakeholders’ 
                             Rights .............................................................................................................................................. 52 
                       2.    Encouraging Employees’ Participation ..................................................................................... 53 
                       3.    Encouraging Sustainability and Social Responsibility ........................................................... 56 
                     
                                                                                                                            
                                                                                                                                                  2 
              MANUAL ON CORPORATE GOVERNANCE 
               
                                    ARTICLE I 
                                    PREAMBLE 
           
          The Board of Directors, management, officers and employees of The Philippine Stock 
          Exchange, Inc. (the “Exchange”) hereby commit themselves to the principles and best 
          practices  contained  in  this  Manual  on  Corporate  Governance  (“Manual”),  and 
          acknowledge that the same shall aid in the attainment of the Exchange’s corporate goals. 
           
          This Manual institutionalizes principles of good corporate governance in the Exchange. 
          The  Board  of  Directors,  management,  officers,  employees  and  shareholders  of  the 
          Exchange believe that corporate governance is a necessary component of sound strategic 
          business  management and will therefore undertake every effort necessary to create 
          awareness and enforce compliance within the organization. 
           
                                    ARTICLE II 
                               DEFINITION OF TERMS 
           
          1.  Board of Directors (the “Board”) – the governing body elected by the shareholders 
              that exercises the corporate powers of the Exchange, conducts all its business and 
              controls its properties. 
           
          2.  Broker  directors  –  persons  who  proportionately  represent  the  Exchange 
              membership in terms of volume/value of trade and paid-up capital. 
           
          3.  Chief Internal Auditor – the highest position in the Exchange responsible for 
              internal audit services. If the internal audit activities are performed by outside 
              service providers, he is the person responsible for overseeing the service contract, 
              the overall quality of these activities, and follow-up of engagement results. 
               
          4.  Corporate Governance – the system of stewardship and control to guide the 
              Exchange in fulfilling its long-term economic, moral, legal and social obligations 
              towards its stakeholders. It is also a system of direction, feedback and control 
              using regulations, performance standards and ethical guidelines to hold the Board 
              of  Directors  and  management  accountable  for  ensuring  ethical  behavior  – 
              reconciling  long-term  success  and  customer  satisfaction  with  sustainable 
              shareholder value – to the benefit of the stakeholders and the society. 
               
          5.  Enterprise Risk Management – a process, effected by the Exchange’s Board of 
              Directors, management and employees, applied in strategy setting and across the 
              enterprise  that  is  designed  to  identify  potential  events  that  may  affect  the 
              Exchange, manage risks to be within its risk appetite, and provide reasonable 
              assurance regarding the achievement of entity objectives. 
                                                                      3 
                           MANUAL ON CORPORATE GOVERNANCE 
                            
                            
                  6.       Exchange or PSE – The Philippine Stock Exchange, Inc.  
                   
                  7.       Executive director – a director who has executive responsibility of day-to-day 
                           operations of a part or the whole of the organization. 
                   
                  8.       Independent directors – persons who, apart from their fees and shareholdings, are 
                           independent of management and the controlling shareholder, and are free from 
                           any business or other relationship which could, or could reasonably be perceived 
                           to, materially interfere with their exercise of independent judgment in carrying out 
                           their responsibilities as directors. 
                            
                  9.       Internal Audit Group – a department or unit of the Exchange and its consultants, 
                           if any, that provide independent and objective assurance services in order to add 
                           value to and improve the Exchange’s operation. 
                   
                  10.      Internal Control – a process designed and effected by the Board of Directors, 
                           management, and employees of the Exchange to provide reasonable assurance on 
                           the achievement of objectives through efficient and effective operations; reliable, 
                           complete and timely financial and management information; and compliance with 
                           applicable laws, regulations, and the organization’s policies and procedures. 
                   
                  11.      Internal  Control  System  –  the  framework  under  which  internal  controls  are 
                           developed  and  implemented  (alone  or  in  concert  with  other  policies  or 
                           procedures)  to  manage  and  control  a  particular  risk  or  business  activity,  or 
                           combination of risks or business activities, to which the Exchange is exposed. 
                   
                  12.      Management – the body given the authority by the Exchange’s Board of Directors 
                           to  implement the policies it has laid down for the conduct of the Exchange’s 
                           business. 
                   
                  13.      Non-audit  Work  –  the  other  services  offered  by  an  external  auditor  to  the 
                           Exchange that are not directly related and relevant to its statutory audit functions, 
                           such as, accounting, payroll, bookkeeping, reconciliation, 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. 
                            
                  14.      Non-broker directors – persons who are not associated with any broker or dealer 
                           or member of the Exchange. 
                   
                                                                                                                                   4 
The words contained in this file might help you see if this file matches what you are looking for:

...The philippine stock exchange inc manual on corporate governance table of contents preamble definition terms rules interpretation board s responsibilities establishing a competent directors clear roles and committees fostering commitment reinforcing independence assessing performance strengthening ethics disclosure transparency enhancing policies procedures external auditor improving audit quality increasing focus non financial sustainability reporting promoting comprehensive cost efficient access to relevant information internal control system risk management framework enterprise cultivating synergic relationship with shareholders shareholder rights alternative dispute resolution investor relations office duties stakeholders respecting effective redress for violation encouraging employees participation social responsibility article i officers hereby commit themselves principles best practices contained in this acknowledge that same shall aid attainment goals institutionalizes good bel...

no reviews yet
Please Login to review.