The board's qualifications and disqualifications are laid down in FEU's amended articles of association. 20Corporate%20Governance.pdf#page=5 The continuing education program for all administrators is also highlighted in the board's charter.
The fiduciary roles, responsibilities and accountabilities of the Board as provided under the law, the company’s articles and by-laws, and other legal pronouncements and guidelines should be clearly made known to all directors as well as to stockholders and other stakeholders
Montinola III in the 2021 Definitive Information Statement (SEC Form 20 IS), pages
See the profile of the members of the risk management committee, in the 2021 Definitive Information Statement (SEC Form 20 IS), pages 5-8 in the link below. See the profile of the members of the risk management committee, in the 2021 Definitive Information Statement (SEC Form 20 IS), pages 5-8 in the link below.
To show full commitment to the company, the directors should devote the time and attention necessary to properly and effectively perform their duties and responsibilities, including sufficient time to be familiar with the corporation’s business
Compliant All items on the agenda of board and committee meetings are thoroughly discussed and considered at board and committee meetings before board or committee action is taken (for example, approval or rejection, consideration, adjournment for further discussion or study). See the directorships and/or trusteeships of FEU trustees in listed and unlisted companies in the 2021 Final Information Statement (SEC Form 20 IS), pages 35-37 of the link below. Compliant Each member of the FEU Board of Directors must notify the Chairman of the Board of Directors when invited to join the Board of Directors of another company.
The company has no directors who sit on more than two boards of listed companies outside the group. Compliant FEU does not have any Executive Trustee who sits on more than two boards of listed companies outside the FEU Group. Compliant The ordinary board meeting is held every third (3rd) Tuesday of each month.
The board should endeavor to exercise an objective and independent judgment on all corporate affairs Recommendation 5.1
View Board Meeting Attendance for the 2020-2021 Fiscal Year at the link below. Pursuant to the amended by-laws in Section XXI, that "a majority of the trustees shall be required at all meetings to provide a quorum for the transaction of any business." Attendance at board meetings shows that 2/3 of the directors were present at all board meetings. Independent directors have all the qualifications and have no disqualification to hold the positions.
Sufficient The Board nomination committee ensures that elected members of the Board of Trustees, including Independent Trustees, are qualified to serve as members of the Board. Compliant FEU has no shareholders' agreement, by-law provisions or other arrangements that limit the directors' ability to vote independently.
Meetings and Voting) of the Amended By-Laws provides that “Voting upon
Members of the Board are duty-bound to apply high ethical standards, taking into account the interests of all stakeholders
The Board lawfully performs functions on behalf of the school and, without exception, every trustee is expected to comply with the Code of Business Conduct and Ethics. Compliance with FEU's Code of Business Conduct and Ethics is made available at all times to all Trustees, Senior Management faculty and staff via the University website. The Company has clear and stringent policies and procedures to limit and punish the Company's involvement in offering, paying and accepting bribes.
Accordingly, the Code of Business Conduct and Ethics includes the directive that prohibits giving and receiving an advantage in business transactions.
Treatment of Business Partners and Third Parties, pages 9-10 in the link below
- Whistle Blowing Policy
- Conflict of Interest Policy
A refresher on the Code of Business Conduct and Ethics and related policies is done regularly and all employees and faculty must commit to adhering to the code and all policies.
The company should establish corporate disclosure policies and procedures that are practical and in accordance with best practices and regulatory expectations
SEC Form 20-IS (Information Statement https://investors.feu.edu.ph/disc_20is.asp Addendum to Recommendation 8.1. The Company has a policy requiring all directors to disclose/report to the Company all transactions in the Company's stock within three business days. In addition, the SEC Form 17-A (page 77) lists the holders of FEU stock by trustees and management.
The Company has a policy requiring all officers to disclose/report to the Company all transactions in the Company's stock within three business days. Shareholdership of trustees in the SEC Form 23 A/B (Statement of Beneficial Ownership), available at the link below. The university also discloses its relationship with other companies in the group through its conglomerate map.
The company makes clear disclosure of its policy and procedure for determining Board remuneration, including its level and mix. The Company discloses the existence, justification and details of shareholder agreements, voting confidence agreements, non-disclosure agreements and such other agreements that may affect the control, ownership and strategic direction of the Company. Complies The annual report states that the BOT has overall responsibility for establishing and overseeing the Group's risk management framework.
A_14September2021.pdf#page=157 4. The annual report/Annual CG report contains . a statement from the board of directors or the audit committee commenting on the adequacy of the company's internal controls/risk management systems. This information is contained in the Audit Committee's Report to the Board of Directors for the fiscal year ended May 31, 2021, which is part of the 2021 SEC Form 20-IS. Appendix E – Report from the audit committee, point II – Internal and external audit and internal control).
The company should establish standards for the appropriate selection of an external auditor, and exercise effective oversight of the same to strengthen the external auditor’s independence and enhance audit quality
The appointment, reappointment, dismissal and fees of the external auditor are recommended by the Audit Committee, approved by the Board and ratified by the shareholders. During the Annual Meeting of Shareholders held on October 16, the shareholders ratified the appointment of the external auditor. The Audit Committee Charter contains the Committee's responsibility for reviewing and monitoring the suitability and effectiveness of the external auditor on an annual basis.
Audit Committee ensures that the external auditor is credible, competent and has the ability to understand complex related party transactions, its counterparties and valuations of such transactions. The Committee will reject any non-audit work that conflicts with the duties or independence of the external auditor. Company's external auditor has agreed to be subject to the SEC Oversight Assurance Review (SOAR) Inspection Program conducted by the SEC's Office of the General Accountant (OGA).
The company should ensure that the material and reportable non-financial and sustainability issues are disclosed
Compliant FEU's external auditors, Punongbayan & Araullo (P&A Grant Thornton), are subject to the SEC Oversight Assurance Review (SOAR) inspection program, in accordance with SEC Memorandum Circular No. Compliant FEU has adopted a globally recognized framework as reflected in its sustainability report that follows the Global Reporting Initiative (GRI) sustainability reporting standards. The Company has media and analyst briefings as communication channels to ensure the timely and accurate dissemination of public, material and relevant information to its shareholders and other investors.
Adequate FEU uses its official website (https://www.feu.edu.ph) as the main channel of communication that ensures the timely and accurate dissemination of public, material and relevant information to its shareholders and other investors. The quarterly and annual financial statements are posted on FEU's website after they are disclosed to PSE and SEC. Downloadable Annual Report Please Comply See SEC Form 17A Annual Report for 2021 in the link below.
To ensure the integrity, transparency and proper governance in the conduct of its affairs, the company should have a strong and effective internal control system and enterprise risk management framework
An Audit and Risk Management Working Group has been established to support the CRO in his role and reporting responsibilities to the Risk Management Committee. Therefore, all risk exposures are reported by the CRO during the joint meeting of the Audit Committee and the Risk Management Committee – and risk exposures discussed at this meeting are ultimately reported to the Board. The IT-related risk exposures and mitigation plans are discussed at the audit and risk management working group meetings led by the Chief Risk Officer (CRO).
Consequently, all risk exposures are reported by CRO during the joint meeting of the Audit Committee and Risk Management Committee – and risk exposures discussed at this meeting are ultimately reported to the Board of Trustees. Furthermore, the University has a Chief Risk Officer who reports directly to the Risk Management Committee. In managing the company's risk management system, the company has a chief risk officer (CRO), who is the ultimate champion of Enterprise Risk Management (ERM).
The company should treat all shareholders fairly and equitably, and also recognize, protect and facilitate the exercise of their rights
SEC Form 17A Annual Report 2021 of the FEU, Part II - Operational and Financial Information, item 5, page 23 in the link below. Compliant Refer to the Corporate Governance Manual, Section VI and VII, pages 7-8 in the link below. 20Corporate%20Governance.pdf#page=11 See also Code of Business Conduct and Ethics regarding the Treatment of Business Partners and Third Parties, pages 9-10 in the link below.
Board of Directors establishes policies, programs and procedures that encourage employees to actively participate in the realization of the company's goals and in its management. Adequate The Board establishes policies, programs and procedures that encourage FEU employees to actively participate in the realization of FEU's goals and in its management. Comply with The anti-corruption policy is contained in the Code of Business Conduct and Ethics.
The company should be socially responsible in all its dealings with the communities where it operates. It should ensure that its interactions serve its environment and stakeholders in a positive and progressive manner that is fully supportive of its comprehensive and balanced development
The Board establishes an appropriate whistleblowing framework that allows employees to freely communicate their concerns about illegal or unethical practices without fear of retaliation. The Board establishes an appropriate whistleblowing framework that allows employees to have direct access to an independent Board member or a unit established to handle. Compliant whistleblowing incidents are reported to the Board and the Board is periodically updated on the developments of said incidents.
It must ensure that its interactions serve the environment and stakeholders in a positive and progressive manner that fully supports its integral and balanced development. Its CSR programs focus on the areas of education, culture, survival skills development, environment and disaster, emergency response and relief. In addition, FEU is also present on major social media platforms, which enables the university to communicate with all stakeholders.
Compliant 1. Compliant with DENR Requirements such as the following
- Part of FEU Operation
This system results in lower carbon emissions in the production of electricity in power plants due to the higher efficiency of the cooling devices. Ongoing care for our existing plants and trees to improve air quality on the FEU campus. Flood barrier panels are in stock in the warehouse and are ready to be installed in all 3 main gates and the fence opening to protect the campus from flooding.
