Provide details, where and if applicable, of any relationship between the directors which links them with significant shareholders in the company and/or in its group:. 2 The group is composed of the company's parent company, subsidiaries, associated companies and joint ventures. Montinola, is the mother of Mr. Montinola, all of whom are members of the Board of Directors.
Indirect shares / By (name of record owner) % of Capital stock. a) Different persons assume the role of Chairman of the Board and CEO. Under the University's Amended Revised Manual on Corporate Governance, the membership of the Board can be a combination of Executive and Non-Executive Trustees (which includes independent trustees) so that no one trustee or small group of trustees can dominate the decision-making process3. In accordance with the foregoing provision, the President, who also serves as the Chief Operating Officer (COO), is also a member of the Board of Trustees.
Ensure that committee meetings are held in accordance with the rules. laws or as the President deems necessary;. Ensure successful and successful operations in line with corporate and university goals.
7To this effect, all Independent Trustees are barred from entering into any transaction with the University or its
Does the company have a term limit of five consecutive years for independent directors?
If after two years, the company wishes to bring back an independent director who had served for five years, does it limit the term for no more than four additional years? Please explain
Changes in the Board of Directors (Executive, Non‐Executive and Independent Directors)
Indicate any changes in the composition of the Board of Directors that happened during the period
86) Orientation and Education Program
Name of Director/Officer Date of Training Program Name of Training Institution
9Name of Director/Officer Date of Training Program Name of Training
Institution February 27 and
Has the code of ethics or conduct been disseminated to all directors, senior management and employees?
BOARD MEETINGS & ATTENDANCE
- Are Board of Directors’ meetings scheduled before or at the beginning of the year?
- Attendance of Directors
- Do non‐executive directors have a separate meeting during the year without the presence of any executive? If yes, how many times?
115) Access to Information
Does such role include assisting the Chairman in preparing the board agenda, facilitating training of directors, keeping directors updated regarding any relevant statutory and regulatory changes, etc?
Disclose whether there is a procedure that Directors can avail of to enable them to get information necessary to be able to prepare in advance for the meetings of different committees
Audit
126) External Advice
Indicate whether or not a procedure exists whereby directors can receive external advice and, if so, provide details
REMUNERATION MATTERS
- Remuneration Policy and Structure for Executive and Non‐Executive Directors
Do stockholders have the opportunity to approve the decision on total remuneration (fees, allowances, benefits‐in‐kind and other emoluments) of board of directors?
Provide details for the last three (3) years
Stockholders’ Approval
133) Aggregate Remuneration
Complete the following table on the aggregate remuneration accrued during the most recent year
Remuneration Item Executive Directors
Non‐Executive Directors (other
Independent Directors
Other Benefits
Executive Directors
Non‐Executive Director (other
145) Remuneration of Management
Identify the five (5) members of management who are not at the same time executive directors and indicate the total remuneration received during the financial year
BOARD COMMITTEES
- Number of Members, Functions and Responsibilities
Provide details on the number of members of each committee, its functions, key responsibilities and the power/authority delegated to it by the Board
15Committee
16Committee
17Committee
182) Committee Members21
Describe the Audit Committee’s responsibility relative to the external auditor
Review the external auditors' proposed audit scope and approach, including coordination of audit effort with internal audit
Review the performance of the external auditors, and exercise final approval on the appointment or discharge of the auditors
Review and confirm the independence of the external auditors by obtaining statements from the auditors on relationships between the auditors and the University and discussing such relationships with
Approval for the engagement of external professionals (external audit firms) to perform non‐audit services, in any
On a regular basis, meet separately with the external auditors to discuss any matters that the Committee or the auditors believe should be discussed privately
19(c) Nomination Committee
Provide the same information on all other committees constituted by the Board of Directors
203) Changes in Committee Members
Indicate any changes in committee membership that occurred during the year and the reason for the changes
Work Done and Issues Addressed
Describe the work done by each committee and the significant issues addressed during the year
215) Committee Program
Provide a list of programs that each committee plans to undertake to address relevant issues in the improvement or enforcement of effective governance for the coming year
Name of Committee Planned Programs Issues to be Addressed
RISK MANAGEMENT SYSTEM
- Disclose the following
Risk Policy
Give a general description of the Group’s risk management policy, setting out and assessing the risk/s covered by the system (ranked according to priority), along with the objective behind the policy for each
Risk Exposure Risk Management Policy Objective Governance problems include –
233) Control System Set Up
Briefly describe the control systems set up to assess, manage and control the main issue/s faced by the company
Risk Exposure Risk Assessment
Risk Management and Control (Structures, Procedures, Actions Taken)
24Risk Exposure Risk Assessment
Risk Management and Control (Structures, Procedures, Actions Taken)
25Risk Exposure Risk Assessment
INTERNAL AUDIT AND CONTROL
Internal Auditing and Control
Internal Control System
Disclose the following information pertaining to the internal control system of the company
26(d) How often the internal controls are reviewed and the directors’ criteria for assessing the effectiveness of
Internal Audit
Disclose any resignation/s or re‐assignment of the internal audit staff (including those employed by the third‐party auditing firm) and the reason/s for them
27(g) Mechanism and Safeguards
State the mechanism established by the company to safeguard the independence of the auditors, financial analysts, investment banks and rating agencies (example, restrictions on trading in the
Auditors (Internal and External) Financial Analysts
Investment Banks
Rating Agencies
ROLE OF STAKEHOLDERS
- Disclose the company’s policy and activities relative to the following
The Chairman/CEO and Corporate Governance Committee oversee and will attest to the University's full compliance with the SEC Code of Corporate Governance. This commitment is embodied in the University's vision/mission statement: "Committed to the highest intellectual, moral and cultural standards, Far Eastern University strives to produce principled and capable graduates." Through the Student Development Office (SDev), the University envisions a dynamic support unit that responds to the diverse needs of the students by creating learning experiences for students' holistic development.
29 Details of these programs are posted on the University's website: http://www.feu.edu.ph/manila/index.php/campus‐life/office‐of‐student‐. In its relations with its suppliers, the University embodies the ideals and principles set out in the Code of Business Conduct and Ethics, in order to ensure transparent and fair business relations. The University is guided by the general rule that purchases are based on competitive bids, provided by qualified and accredited suppliers, and will be in the best interest of the University.
The university's Community Extension Services (OCES) Office runs the university's various environmental and community programs. It serves as the university's main bridge to the greater Filipino community and society. It nurtures a service-oriented and environmentally conscious community that seeks to contribute to the progress of global society.” The OCES runs the university's various environmental and community programs.
The University's extension services (conducted by OCES) become the application of FEU's academic power as it seeks to serve the wider society through its chosen advocacy and programs. The university also strives to strengthen the National Service Training Program (NSTP) for its students, including current affairs. Other various outreach programs and services conducted by the various institutes and offices of the university.
Anti-corruption programs and procedures .. The University's anti-corruption policy is set out in the Code of Business Conduct and Ethics. In dealing with creditors, the University is guided by the principles of its Code of Business Conduct and Ethics. The latest audited accounts and relevant financial reports from the university are made available to all creditors via the university's website and postings on the PSE website;.
312) Does the company have a separate corporate responsibility (CR) report/section or sustainability
Performance‐enhancing mechanisms for employee participation
DISCLOSURE AND TRANSPARENCY
- Ownership Structure
Shareholder Number of Shares Percent Beneficial Owner Seyrell Investment and Realty
Name of Senior
Management Number of Direct shares Number of Indirect shares / Through (name of record owner)
TOTAL
External Auditor’s fee
324) Medium of Communication
List down the mode/s of communication that the company is using for disseminating information
Date of latest release of audited financial report: June 17, 2014
Disclosure of RPT 30
33When RPTs are involved, what processes are in place to address them in the manner that will safeguard the
RIGHTS OF STOCKHOLDERS
- Right to participate effectively in and vote in Annual/Special Stockholders’ Meetings
Give details on the quorum required to convene the Annual/Special Stockholders’ Meeting as set forth in its By‐laws
Quorum Required
Dividends
34(d) Stockholders’ Participation
State, if any, the measures adopted to promote stockholder participation in the Annual/Special Stockholders’ Meeting, including the procedure on how stockholders and other parties interested may
State the company policy of asking shareholders to actively participate in corporate decisions regarding
In compliance with Section 38, Power to increase or decrease capital stock; incur, create or increase bonded indebtedness, of the Corporation Code of the Philippines which provides that no
Does the company observe a minimum of 21 business days for giving out of notices to the AGM where items to be resolved by shareholders are taken up?
State, if any, questions and answers during the Annual/Special Stockholders’ Meeting
Alba, president, explained that the opening of the senior high school program hopes to extend years with the students and, as a result, offer better quality education. Montinola, Chief Financial Officer, added that the senior high school program aims to produce freshmen who can potentially undertake acceleration programs that will actually enable students to be compliant and ready for the next level of education. Montinola explained that monitoring of comparative reports, tracking and positioning of all the expenses is done regularly and, provided the operating costs are kept to a minimum and controlled, the University remains stable and prepared to survive the economic problems.
Emil Dela Cruz inquired about the future plans of the University on how to overcome the drastic decrease in the University's income for the following years. Alba replied that such a matter could be addressed by suggesting the possibility of inviting and opening more slots for potential high school graduates from FEU and international students. Alba must minimize the expenses of the University through the use of the Stabilization Fund of the Commission for Higher Education, in cooperation with the Department of Labor and Employment.
The said fund aims to subsidize the retrenchment costs and monthly allowances or bursaries of teachers affected by the government's K-to-12 programme. Oca applauded the idea of the University's road map for preserving the autonomous University status and asked for the steps to refine the student's critical and analytical thinking. Alba explained that the annual general critical thinking exam aims to monitor the way of thinking of the students and to determine which tools are effective to develop critically.
Response: Dr. Alba explained that the yearly generalized critical thinking examination intends to monitor the course of thinking of the students and to determine which tools are effective in developing critical
- RESOLVED, That the reading of the minutes of the regular annual meeting of stockholders held
- RESOLVED, That the Academic Report of the President, Far Eastern University, for the
- RESOLVED, FURTHER, that the Board of Trustees of the Corporation authorize, as it
- RESOLVED, FURTHER, that the Board of Trustees of the Corporation authorize, as it
- RESOLVED, FURTHER, that the record date of the 20% stock dividend approved by the Board
- RESOLVED, That there being only nine nominees, all votes be cast, as they are hereby
- RESOLVED, That the firm Punongbayan and Araullo, be appointed External Auditor of Far
- RESOLVED, AS IT IS HEREBY RESOLVED, that the Board of Trustees of Far Eastern University,
- RESOLVED, FURTHER, that Board of Trustees of the Corporation authorize, empower, and
- RESOLVED, That a vote of appreciation be extended to the Board of Trustees, the
- Date of publishing of the result of the votes taken during the most recent AGM for all resolutions
36 Response: Dr. Michael M. Alba, President, explained that the opening of the senior high school program Response: Dr. Michael M. Alba, President, explained that the opening of the senior high school program hopes to extend years with the students and consequently provide better quality education. Juan Miguel R. Montinola, Chief Financial Officer, added that the senior high school program aims to produce freshmen who may undertake acceleration programs that will in effect enable students to be compliant and ready for the next level of education. Furthermore, Mr. Montinola explains that monitoring of comparative reports, tracking and positioning of all the expenses is done regularly and, provided the operating costs are kept to a minimum and controlled, the University remains stable and prepared to survive the economic problems.
Question/Comment: Mr. Emil Dela Cruz asked about the University's future plans on how to overcome the drastic decline in the University's income for the coming years. Another option presented by Dr. Alba is the minimization of the University's expenses through the use of the Stabilization Fund of the Higher Education Commission, in cooperation with the Department of Labor and Employment. Question/Comment: Mrs. Isolda S. Oca welcomed the idea of the University guide for maintaining the Status of the Autonomous University and asked for the steps in improving the critical and analytical thinking of the student.
Response: Dr. Alba explained that the annual general critical thinking exam is intended to monitor the thinking of the students and to determine which tools are effective in developing critical thinking. The Board will create a Nominating Committee which will have at least 3 voting Trustees (one of whom must be independent), and one non-voting member in the person of the Vice-President for Operations. That the place where the principal office of the corporation is established or located is at Nicanor Reyes Street, Sampaloc, Manila.”.
The office of the corporation shall be located at Nicanor Reyes Street, Sampaloc, Manila, at the principal place of business of said corporation in said city, or at such other place in said city as the Board of Trustees may from time to time determine and fix. " ELECTION OF TRUSTEES AND INDEPENDENT TRUSTEES of the Minutes of Regular Annual Meeting of Shareholders of Far Eastern University, Inc.
40(f) Stockholders’ Attendance
State the policies followed by the company regarding proxy voting in the Annual/Special Stockholders’
Meeting
41(h) Sending of Notices
State the company’s policies and procedure on the sending of notices of Annual/Special Stockholders’
Treatment of Minority Stockholders
INVESTORS RELATIONS PROGRAM
42Further, as provided for in the Amended Revised Manual on Corporate Governance, the Board of Trustees shall
Disclose who reviews and approves major company announcements. Identify the committee with this responsibility, if it has been assigned to a committee
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Discuss any initiative undertaken or proposed to be undertaken by the company
BOARD, DIRECTOR, COMMITTEE AND CEO APPRAISAL
INTERNAL BREACHES AND SANCTIONS
