PSE Disclosure Form ACGR-1 - Annual Corporate Governance Report Reference: Revised Code of Corporate Governance by. The corporate governance policies adopted by FEU (or the University) are set out in the FEU Amended Revised Manual on Corporate Governance, which was approved by the Board of Trustees on 15 July 2014. The University firmly believes that good corporate governance is necessary to achieve its corporate leadership. the company's goals.
Applying University guidelines, none of the Trustees and the CEO hold more than five (5) board seats in other publicly traded companies. This ensures that there is a separate managing director other than the chairman/managing director who participates in the functions of the board.
CODE OF BUSINESS CONDUCT & ETHICS
As a publicly traded company, both the University and its trustees and officers have a strict obligation to faithfully comply with all applicable laws, rules and regulations. The University and its trustees and officers are strictly obligated to comply with all applicable employment laws, rules and regulations, including labor and employment laws and policies. The university has a Human Resources Handbook that defines policies and procedures for people management.
The FEU Code of Conduct sets the standard of conduct to be observed by all FEU employees, including all managers, while on University premises or while engaged in the performance and performance of their official functions. The Code of Conduct also provides guidance to the University in imposing corrective actions on employees found guilty of offenses of which an employee is accused. The FEU Code of Conduct sets out the standard of conduct to be observed by all FEU employees while on University grounds or when engaged in the performance and performance of their official functions.
The induction program for new employees incorporates the topics on the University's Code of Conduct. The Ad Hoc Committee recommends to the University President the corrective action for a violation in accordance with the Code of Conduct. Employees are also not allowed to meet the needs of the University or any of its concessionaires.
Any related party transactions conducted by the university or its affiliates will comply with applicable laws, rules and regulations.
BOARD MEETINGS & ATTENDANCE 1) Attendance of Directors 10
Trustees receive advice from the University's external auditors through discussion of issues related to financial reporting, accounting and tax compliance. The external auditors discuss key findings and recommendations with the Audit Committee which approves the financial statements, prior to subsequent ratification by the Board. Trustees receive advice from the University's Internal Legal Counsel regarding ongoing and potential exposures to employment-related cases and litigation.
Trustees receive advice on other legal matters, including, but not limited to, compliance with regulatory agencies, tax assessment, and other corporate legal issues that may significantly affect the University.
BOARD COMMITTEES
Review the annual internal audit plan to ensure it is aligned with the University's goals. Monitor and evaluate the adequacy and effectiveness of the University's internal control system, including financial reporting controls and information technology security;. Establish and identify the reporting line for the internal audit function to enable the proper fulfillment of duties and.
To assess the effectiveness of the board's processes and procedures in the election or replacement of trustees. To institutionalize the principles of good business management at all levels of the business organization. Nuesa is president and member of the board of ALFM Mutual Funds Group.
She is an independent director of the following: East Asia Educational Foundation, Manila Water Company, FERN Realty Corporation and the Actimed/Generika Group. Montinola, Vice President for Corporate Affairs, who are not members of the University's Board of Trustees. Kuan graduated from the University of the Philippines (UP) in 1970 with a Bachelor of Business Administration.
Executive Formulated various policies of appointments, scholarships, academic affairs and other operational concerns. Reviewed and approved the initiatives and action plan for the University's enterprise-wide risk management (ERM) process based on the Committee (COSO) of the Sponsoring Organization of the Treadway Commission's ERM framework. To ensure the continuity of corporate leadership, succession planning and to ensure compliance with the developments, training and competencies required by the regulator of executive officers and members of the Board.
RISK MANAGEMENT SYSTEM 1) Disclose the following
How often the risk management system is reviewed and the directors' criteria for evaluating its effectiveness; Once the implementation of ERM using the COSO framework is complete, the audit committee will determine the frequency of reviews of the university's risk management system. e) If an inspection was not carried out during the year, an explanation as to why not. Once the implementation of the ERM framework is complete, the audit committee will review the effectiveness of the university's risk management system with the help of the Internal Audit Service.
State the main risk of exercising controlling shareholder voting power. .. principal conflict refers to conflicts between two groups of principals: controlling shareholders and minority shareholders. The perception by minority shareholders that their interests are not protected may result in a loss of confidence in the University's management, which may influence minority shareholders to sell their shares or prevent further investment. This risk is managed by the University through compliance with laws and regulations protecting minority shareholders and implementing policies aimed at protecting the rights of minority shareholders including FEU's Amended Corporate Governance Manual.
Identifies, assesses, manages and monitors risks and enables investors and other stakeholders to be informed of significant changes in the University's risk profile. Oversees the financial reporting and disclosure process; monitors compliance with accounting standards; appoints the external auditors and monitors the external auditors' performance and compliance with independence requirements; Monitors compliance with legislation involving financial reporting standards, monitoring internal control processes and evaluating risk management policies and practices. Internal audit department Independent and objective assurance and consulting services based on approved risk-based audit plans.
Provide advisory activity and independent and objective assurance designed to add value and improve the organization's operations.
INTERNAL AUDIT AND CONTROL Internal Auditing and Control
The basic objective of the Internal Audit function is to provide independent, objective assurance and consulting services designed to add value and improve the University's operations. The appointment and removal of Internal Auditor or the accounting/auditing firm or corporation to which the internal audit function is outsourced requires the approval of the audit committee. The FEU Audit Committee Charter states that the Audit Committee "reviews and approves the appointment, replacement or dismissal of the Internal Audit Manager".
Disclose any resignations or transfers of internal audit personnel (including those employed by the third-party audit firm) and the reason for them. The activities of the internal audit department are carried out on the basis of the audit plan approved by the audit committee. The internal audit department periodically reports to the audit committee on the status of audit activities, results, key findings and recommendations, as well as management's response thereto.
The head of internal audit is authorized to communicate directly and on his own initiative with the president, members of the audit committee and the council. The internal audit function is subject to independent review by independent experts/organizations (e.g. external auditors, IIA) when necessary. The internal audit service has no direct authority or responsibility for audited materials.
The internal audit function is subject to independent review by independent experts/organizations (eg external auditors, IIA) when necessary.
ROLE OF STAKEHOLDERS
Performance-enhancing mechanisms for employee participation
Before the re-appointment of the external auditor, the audit commission ensures that the audit company meets the requirement for signatory rotation. The signing partner shall be replaced every five (5) years and the re-employment of the same signing partner shall be subject to a two (2) year shift period. The external auditor also confirms every year with a letter of engagement that the implementation of the audit will not deteriorate.
The Audit Committee will evaluate and. determine the non-audit work, if any, of the external auditor and periodically review the non-audit fees paid to the external auditor in relation to the total annual revenue of the external auditor and the general consulting expenses of the University. Source: Revised FEU Handbook on Corporate Governance). g) Indicate the officers (preferably the chairman and CEO) who will have to attest to the company's full compliance with the SEC's Corporate Governance Code. Such confirmation must state that all directors, officers and employers of the company have been properly instructed in their respective duties as mandated by the Code and that internal mechanisms are in place to ensure compliance.
Pursuant to SEC Memorandum Circular No. 5, Series of 2013, the filing of the SEC CG Code Compliance Certificate has been discontinued. On May 31, 2013, the company also submitted a notarized annual report on the company's management for 2012 to the SEC, which was signed by the company's president and two independent directors. On June 3, 2015, the company filed with the SEC the consolidated amendments to the company's 2014 annual management report. b) List the company's employee training and development programs.
This is one of the strategies and goals of the University, which it realizes by enabling its employees to learn individually and in groups.
DISCLOSURE AND TRANSPARENCY I. RIGHTS OF STOCKHOLDERS
