jagomart
digital resources
picture1_Corporate Governance Pdf 161471 | Manual Corporate Governance


 138x       Filetype PDF       File size 0.32 MB       Source: dutyfree.gov.ph


File: Corporate Governance Pdf 161471 | Manual Corporate Governance
manual of corporate governance article i objectives pursuant to the code of corporate governance for goccs adopted per gcg memorandum circular no 2012 07 the board of directors of duty ...

icon picture PDF Filetype PDF | Posted on 21 Jan 2023 | 2 years ago
Partial capture of text on file.
                                                                                                                     
                                                    MANUAL OF CORPORATE GOVERNANCE 
                                                                                        
                     Article I. Objectives. 
                      
                     Pursuant to the Code of Corporate Governance for GOCCs adopted per GCG Memorandum Circular No. 2012-07, the 
                     Board of Directors of Duty Free Philippines Corporation (DFPC for brevity) hereby promulgates and adopts this Manual 
                     of Corporate Governance.   
                      
                     This Manual shall provide the framework that would ensure responsible, transparent and accountable behavior in the 
                     discharge of corporate powers in managing the business.   
                      
                     Article II. Definition of Terms. 
                      
                     For purposes of this Manual, the terms below shall have the following meanings: 
                       
                          1.   “Act” refers to Republic Act No. 10149, and officially named the “GOCC Governance Act of 2011”.  
                          2.   “Appointive Directors” refer to the members of the DFPC-Board of Directors, who are not ex-officio members 
                               thereof. 
                          3.   “Board Officers” refer to Officers whose primary task is to serve the Board or to pursue the immediate functions 
                               of the Board, such as the Chairman, Vice-Chairman and the Corporate Secretary.  
                          4.   “Board of Directors” or “Board” refers to the collegial body constituted pursuant to Section 91 of RA 9593.  
                          5.   “Chief Operating Officer (“COO”) refers to the highest ranking corporate executive of DFPC pursuant to 
                               Section 92 of RA 9593. 
                          6.   “Executive Officer (Officer) refers to the COO. 
                          7.   “Ex Officio Board Member” (Ex Officio Director) refers to the Department of Tourism (DOT) Secretary as 
                               Chairperson, Secretaries of the Department of Finance (DOF) and Department of Trade and Industry (DTI) 
                               or their duly authorized permanent representatives, who sits or acts as a member of the DFPC Board of 
                               Directors.   
                          8.   “Fit and Proper Rule” refers to a set of standards for determining whether a member of the Board of Directors 
                               or the COO is qualified to hold a position in a GOCC which shall include, but not be limited to, standards on 
                               integrity,  experience,  education,  training  and  competence,  as  such  standards  are  set  forth  under  GCG 
                               Memorandum Circular No. 2012-05 and RA No. 9593. 
                          9.   “Management” refers to the COO and other executive officers identified in the approved Organizational 
                               Structure and Staffing Pattern to implement the policies determined by the Board in directing the course and 
                               business activities of DFPC 
                          10.  “Officers” refer to both Board Officers and Executive Officers. 
                          11.  “Per Diems” refer to the compensation granted to the representative directors/members of the DFPC Board 
                               of Directors for actual attendance in meetings. 
                          12.  “Performance Evaluation System” (“PES”) refers to the process of appraising the accomplishments of DFPC 
                               in a given fiscal year based on set performance criteria, targets and weights. 
                          13.  “Performance Scorecard” refers to a governance and management tool forming part of the performance 
                               evaluation system which consists of a set of measures, targets and initiatives that facilitate the achievement 
                                                                                                                                                03282016R 
                               of breakthrough results and performance through the effective and efficient monitoring and coordination of 
                               the strategic objectives of DFPC.  
                          14.  “Stakeholder” refers to any individual or entity for whose benefit DFPC has been constituted, or whose life, 
                               occupation,  business  or  wellbeing  is  directly  affected,  whether  favorably  or  adversely,  by  the  regular 
                               transactions, operations, or pursuit of the business or social enterprise for which DFPC has been constituted, 
                               and which would include a stockholder, member, or other investor in DFPC, management, employees, supply 
                               creditors, or the community in which DFPC operates. 
                          15.  “Strategy Map” refers to an integrated set of strategic choices or objectives drawn by the governing body, the 
                               successful execution of which results in the achievement of DFPC’s vision in relation to its mission or purpose 
                               for having been created. 
                      
                     Article III.  The Governing Board  
                      
                                                                 1
                     Section 1.  Mandate and Responsibility .The Board shall be primarily responsible for the governance of DFPC and is 
                     accountable to the State for its operations and performance consistent with its mandate to operate the duty-and tax-
                     free merchandising system in the Philippines to augment the service facilities for tourists and to generate foreign 
                                                                      2
                     exchange and revenue for the government.    
                               1.   Provide the corporate leadership of DFPC subject to the rule of law, and the objectives set by the National 
                                    Government through the Department of Tourism and the GCG; 
                               2.   Establish DFPC’s vision and mission, strategic objectives, policies and procedures, as well as defining 
                                    DFPC’s values and standards through: 
                                         a.   Charter Statement 
                                         b.   Strategy Maps 
                                         c.   Other control mechanism mandated by the best business practices 
                               3.   Determine important policies that bear on the character of DFPC to foster its long term success, ensure 
                                    its long-term viability and strength, and secure its sustained competitiveness; 
                               4.   Ensure that personnel selection and promotion shall be on the basis of merit and fitness and that all 
                                    personnel action shall be in pursuit of the applicable laws, rules and regulations; 
                               5.   Provide  sound  written  policies  and  strategic  guidelines  on  DFPC’s  operating  budgets  and  capital 
                                    expenditures, and prepare the annual and supplemental budgets of DFPC; 
                               6.   Comply with all reportorial requirements as required by applicable laws, rules and regulations, including 
                                    that of GCG; 
                               7.   Formally  adopt  and  conduct  annually  the  mandated  Performance  Evaluation  System  and  the 
                                    Performance Scorecard and timely and accurate report the results to GCG; 
                               8.   Ensure the fair and equitable treatment of all Stakeholders and enhancing DFPC’s relations with its 
                                    Stakeholders. 
                                
                                                                                                                                                      3
                     Section 2.  Powers  and  Functions. The Board shall be vested in and exercise the following powers and functions:  
                                                                  
                                                                           
                     1 Adopted from Section 7, Code of Corporate Governance for GOCCs 
                     2 Section 90 of RA No. 9593 
                     3 Section 99 of the Implementing Rules and Regulations of the Tourism Act except for par.4 which was directed to be amended 
                     per letter of March 6, 2014  
                     Page 2 of 18 
                     /DFPC Manual of Corporate Governance 
                                                                                                                                                                                                                                                                                                                 
                                                                                                                                                03282016R                                                                               
                      
                          1.   Organize  DFPC  in  a  manner  most  efficient  and  economical  for  the  conduct  of  its  business  and  the 
                               implementation of its mandate; 
                          2.   Adopt  by-laws,  promulgate  policies,  approve  plans  and  programs  and  prescribe  rules  and  regulations 
                               necessary to implement the intents and purpose of DFPC; 
                          3.   Approve the annual corporate and such supplemental budget as may be submitted by the COO; 
                          4.   Approve  the  compensation,  allowances,  and  benefits  of  DFPC  officers  and  employees,  including  the 
                               compensation and benefits scheme which shall be comparable with the prevailing compensation plans in the 
                               private sector and compliant with GCG’s Compensation and Position Classification System; 
                          5.   Appoint a Corporate Secretary; 
                          6.   Authorize contracts or agreements as may be necessary for the proper, efficient and stable administration of 
                               the DFPC and for the attainment of the purposes and objectives of the Act; 
                          7.   Contract loans, indebtedness and credit, issue commercial papers and bonds in any local or foreign currency 
                               from international financial institutions, foreign entities and local or foreign private commercial banks or similar 
                               institutions under such terms and conditions prescribed by law, rules and regulations; 
                          8.   Construct, own or lease, operate and maintain stores, warehouses and other facilities necessary to support 
                               its operations; 
                          9.   Grant franchises and concessions for the operation of tax and duty free stores and/or product categories 
                               and/or brands; 
                          10.  Create subsidiaries in support of its retail functions; 
                          11.  Exercise all powers necessary or incidental to the attainment of the intent or purpose of the Tourism Act. 
                                
                                                       4
                     Section 3.  Specific  Functions . In addition, the Board shall perform the following functions: 
                          1.   Meet regularly to properly discharge its responsibilities, with independent views expressed during such 
                               meetings being given due consideration, and that all such meetings shall be properly documented or minuted; 
                          2.   Determine  the  DFPC’s  purpose  and  value,  as  well  as  adopting  strategies  and  policies,  including  risk 
                               management policies and programs, in order to ensure that DFPC survives and thrives despite financial crises 
                               and that its assets and reputation are adequately protected; 
                          3.   Monitor and evaluate on a regular basis the implementation of corporate strategies and policies, business 
                               plans and operating budgets, as well as Management’s over-all performance to ensure optimum results; 
                          4.   Adopt a competitive selection and promotion process, a professional development program, as well as a 
                               succession plan, to ensure that the Officers of DFPC have the necessary motivation, integrity, competence 
                               and professionalism; 
                          5.   Monitor and manage potential conflicts of interest of Directors, Management, and shareholders, including 
                               misuse of corporate assets and abuse in related party transactions; 
                          6.   Implement a system of internal checks and balances, which may be applied in the first instance to the Board; 
                               and ensure that such systems are reviewed and updated on a regular basis; 
                          7.   Ensure the integrity of DFPC’s accounting and financial reporting systems, including independent audit, and 
                               that appropriate systems of control are in place, in particular, systems for risk management, financial and 
                               operational control and compliance with the law and relevant standards; 
                          8.   Identify and monitor, and provide appropriate technology and systems for the identification and monitoring of, 
                               key risks and key performance areas; 
                                                                           
                     4 Sec 8, Code of Corporate Governance for GOCCs 
                     Page 3 of 18 
                     /DFPC Manual of Corporate Governance 
                                                                                                                                                                                                                                                                                                                 
                                                                                                                                                03282016R                                                                               
                      
                          9.   Adopt, implement and oversee the process of disclosure and communications; 
                          10.  Constitute specialized committees as may be necessary, or required by applicable regulations, to assist the 
                               Board in discharging its functions; 
                          11.  Conduct and maintain the affairs of DFPC within the scope of its authority, as prescribed in the Tourism Act 
                               and its IRR, and applicable laws, rules and regulation; and. 
                          12.  Subject to existing civil service rules and regulations, and with ensuring compliance with the requirements of 
                               due process, the Board shall have the authority to discipline, or remove from office, the COO, or any other 
                               officer, upon a majority vote of the members of the Board who actually took part in the investigation and 
                                             5
                               deliberation.  
                                
                                                  6
                     Section 4.   Composition.   The DFPC Board of Directors shall be composed as follows: 
                          1.   The DOT Secretary as Chairperson; 
                          2.   The Chief Operating Officer of the DFPC as Vice-Chairperson; 
                          3.   The Department of Finance (DOF) Secretary as Member; 
                          4.   The Department of Trade and Industry (DTI) Secretary as Member; and 
                          5.   Three (3) representative directors to be appointed by the President upon the recommendation of the Tourism 
                               Congress. 
                      
                     The Secretaries of the DOF and the DTI shall each designate a permanent representative in the Board with a rank not 
                     lower than Assistant Secretary or equivalent rank and who must possess relevant experience and shall be duly 
                     authorized to act on behalf of the Secretary in his or her absence. 
                      
                     Section 5.  Ex-Officio Alternates.  Ex Officio Directors may designate their respective alternates, who ideally should be 
                                                                                                                                7
                     the officials next-in-rank to them and whose acts shall be considered the acts of their principals.  
                      
                     Section  6.    Multiple    Board  Seats.    The  capacity  of  Appointive  Directors  to  serve  with  diligence  shall  not  be 
                     compromised. As such, no Appointive Director of DFPC may hold more than two (2) Board Seats in other GOCCs, 
                                                      8
                     Subsidiaries and/or Affiliates.  
                      
                                                                           9
                     Section 7. Qualifications  of Appointive Directors . 
                          1.   Each appointive director, recommended by the Tourism Congress and shortlisted by the GCG in accordance 
                               with its rules and criteria, for appointment by the President must be: 
                               a.   A Filipino citizen 
                               b.   With recognized competence in business management, marketing, finance, tourism and other related 
                                    fields; and 
                               c.   Must be a high ranking official of an accredited tourism enterprise or registered enterprise. 
                          2.   Each director appointed by the President shall have no conflict of interest in any manner concerning the 
                               operations of DFPC; and 
                                                                           
                     5 Sec 22, RA No. 10149 
                     6 Sec 91, Tourism Act of 2009 
                     7 Sec.36, RA 10149 
                     8 Section 11, Code of Corporate Governance 
                     9 Section 94 of  IRR on Tourism Act and  Section 15 of RA 10149 
                     Page 4 of 18 
                     /DFPC Manual of Corporate Governance 
                                                                                                                                                                                                                                                                                                                 
                                                                                                                                                03282016R                                                                               
                      
The words contained in this file might help you see if this file matches what you are looking for:

...Manual of corporate governance article i objectives pursuant to the code for goccs adopted per gcg memorandum circular no board directors duty free philippines corporation dfpc brevity hereby promulgates and adopts this shall provide framework that would ensure responsible transparent accountable behavior in discharge powers managing business ii definition terms purposes below have following meanings act refers republic officially named gocc appointive refer members who are not ex officio thereof officers whose primary task is serve or pursue immediate functions such as chairman vice secretary collegial body constituted section ra chief operating officer coo highest ranking executive member director department tourism dot chairperson secretaries finance dof trade industry dti their duly authorized permanent representatives sits acts a fit proper rule set standards determining whether qualified hold position which include but be limited on integrity experience education training compete...

no reviews yet
Please Login to review.