The qualifications and disqualifications of the Board of Trustees are set out in the amended FEU Statutes. The company sets out its director training policy in its board charter and corporate governance manual.
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
The implementation and successful achievement of positive results are reported in the annual report of the President of the Management Board, which is published on the investor relations website. Established by the Board of Directors, the Executive Committee provides leadership to management in formulating policies, strategies and related initiatives that are aligned with the Board's strategic directions.
Item B no. 5, page 2 in the link below
The Board Governance Responsibilities, as part of the
This is noted in the Report of the Audit Committee to the Board of Trustees for the Fiscal Year ended 31 May 2022. Compliance The duty of care and loyalty are the two key elements of the Board's fiduciary duty.
Board committees should be set up to the extent possible to support the effective performance of the Board’s functions, particularly with respect to audit, risk management, related party transactions, and other key corporate governance concerns, such as nomination and
Please refer to the Related Party Transactions Policy at the link below: . https://investors.feu.edu.ph/documents/corp governance/feu_policy4.pdf. This is discussed in the AuditCom's report to the Board of Trustees for the fiscal year ended May 31, 2022, which is included as Appendix E to FEU's 2022 SEC Form 20IS Definitive Information Statement.
Please see the profile of the members of the risk management committee in the 2022 Definitive Information Statement (SEC Form 20 IS), pages 6-8 in the link below. The chairman of BROC is not chairman of the board or any other committee. De Jesus, independent administrator who chairs the risk management committee, is not.
Please see the profile of the members of the risk management committee in the 2022 Definitive Information Statement (SEC Form 20 IS), pages 7-8 in the link below. Transaction Committee (RPT), which is tasked with reviewing all significant transactions with related parties in the company. Compliant The functions of the audit committee (AuditCom) include previous review of all significant RPTs in the FEU.
View the profile of the members of the related party transaction committee in the 2022 Definitive Information Statement (SEC Form 20 IS), pages 37-39 at 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
In accordance All items on the agenda of the meetings of the Board of Directors and the Committees are thoroughly discussed and deliberated at the meetings of the Board of Directors and the Committees before any action by the Board or Committee (such as approved or disapproved) is noted , postponed for further deliberation or study) is taken. See the directorships and/or trusteeships of the FEU trustees in both public and private companies in the 2022 Definitive Information Statement (SEC Form 20 IS), pages 37-39 in the link below. Compliant Each member of the FEU Board of Trustee is required to notify the Chairman of the Board if he/she is invited to join the board of another company.
Company has no executive directors serving on more than two boards of listed companies outside the group. Compliant FEU has no executive trustee serving on more than two boards of listed companies outside the FEU group. Comply The regular meeting of the Board of Trustees is held every third (3rd) Tuesday of each month.
The number and dates of meetings are indicated in the board attendance report.
The board should endeavor to exercise an objective and independent judgment on all corporate affairs Recommendation 5.1
A majority of the Trustees shall be necessary at all meetings to constitute a quorum of business." It is noteworthy that attendance at board meetings shows that 2/3 of the board members were present at all board meetings. Please see attendance at board meetings for the fiscal year 2021 -2022 on the link below.Compliant The board's nomination committee ensures that elected members of the board, including independent board members, are qualified to function as members of the board.
The Company has no shareholder agreements, bylaws or other agreements that limit the ability of directors to vote independently. The Compliant FEU has no shareholders' agreement, bylaws or other agreements that limit the ability of directors to vote independently.
Section VI (Meetings and Voting) of the Amended By-Laws provides that “Voting
Members of the Board are duty-bound to apply high ethical standards, taking into account the interests of all stakeholders
- Whistle Blowing Policy
- Conflict of Interest Policy
The Board of Directors adopts the Code of Business Conduct and Ethics, which defines the standards of professional and ethical conduct and expresses acceptable and unacceptable conduct and practices in the internal and external operations of the company. The Board of Trustees lawfully performs duties on behalf of the school and without exception every Trustee is expected to comply with the Code of Business Conduct and Ethics. FEU's compliant Code of Business Conduct and Ethics is available at any time to all administrators, senior management and employees via the University's website.
Accordingly, the Code of Business Conduct and Ethics includes the directive that prohibits giving and receiving an advantage in business transactions. The Board ensures the proper and efficient implementation and monitoring of compliance with the Code of Business Conduct and Ethics. In accordance with the implementation of the Code of Business Conduct and Ethics, employees and lecturers are oriented to the details of the policy and the responsibility of each employee and faculty.
FEU's Code of Business Conduct and Ethics states that the Code "applies to all trustees, officers and employees of Far Eastern University".
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 Supplement to Recommendation 8.1. Actual trades by the Trustees involving FEU shares are disclosed via SEC Form 23B, as required by law, i.e. Securities Regulation Code (R.A. No, 8799). The company has a policy that requires all officers to disclose/report to the company any trade in the company's shares within three working days.
Trustees' shareholding in the SEC Form 23 A/B (Statement of Beneficial Ownership), available in the link below. Comply Please see Key Officers Profile in the 2022 Definitive Information Statement (SEC Form 20 IS), pages 9-13 in the link below. The Manual on Corporate Governance states that "A trustee with a substantial interest in any transaction affecting the corporation shall refrain from participating in the deliberations thereof".
Adequate FEU's Related Party Transaction Policy sets out strict guidelines and measures to maintain arm's length integrity in all related transactions, operations and activities.
Item H nos. 2 and 3, page 4 in the link below
The company should ensure that the material and reportable non-financial and sustainability issues are disclosed
FEU has accordingly adopted a globally recognized framework as reflected in its sustainability report, which follows the Global Reporting Initiative (GRI) Sustainability Reporting Standards.
The company should maintain a comprehensive and cost-efficient communication channel for disseminating relevant information
Quarterly and annual financial statements are published on the FEU website after disclosure to the PSE and SEC. Downloadable Annual Report Compliant. View the 2022 SEC Form 17A Annual Report at the link below. Compliant View the amended FEU Statutes and amended statutes at the links 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
The company has an adequate and effective enterprise risk management framework in the conduct of its business. Consequently, all risk exposures are reported by the RO during the joint meeting of the Audit Committee and the Risk Management Committee – and the risk exposures discussed at this meeting are ultimately reported to the Board of Directors. IT-related risk exposures and mitigation plans are discussed in auditing and risk management.
Subsequently, IT-related risk exposures (along with University-wide risk exposures) are reported by the ROC during the joint meeting of the Audit Committee and the Risk Management Committee. Information Security and was presented for approval to the joint meeting of the Corporate Governance Committee and the Risk Management Committee. Consequently, all risk exposures are reported by the CRO during the joint meeting of the Audit Committee and the Risk Management Committee – and the risk exposures discussed at this meeting are ultimately reported to the Board of Directors.
The university also has a Chief Risk Officer who reports directly to the Risk Management Committee.
The company should treat all shareholders fairly and equitably, and also recognize, protect and facilitate the exercise of their rights
Adequate The Board ensures that the shareholders know their rights and are regularly updated in the businesses of FEU. SEC Form 17-A Annual Report 2022 of FEU, Part II - Operating and Financial Information, under Item 5 on Dividend Declaration, page 28 in the link below. Participation via a Hybrid Modality and Absentee Voting, also available as Appendix B, page 40 in the 2022 Definitive Information Statement (SEC Form 20 IS).
Sufficient Please see 2022 Definitive Information Statement (SEC Form 20 IS), Schedule A – Item 8, page 36 in the link below. This includes the Guidelines for Participation via a Hybrid Modality and Absentee Voting, also available as Appendix B, page 40, in the 2022 Definitive Information Statement (SEC Form 20 IS). Adequate Please see Manual on Corporate Governance, Section VI and VII, pages 7-8 in the link below.
See also the Code of Business Conduct and Ethics on Dealing with Business Partners and Third Parties, pages 9-10 at the link below.
A mechanism for employee participation should be developed to create a symbiotic environment, realize the company’s goals and participate in its corporate governance processes
The company has a reward/compensation policy that measures company performance beyond short-term financial measures. FEU's compliant reward/compensation policy provides for a system of merit enhancement for employees who have given excellent performance within a fiscal year. Every year, quality objectives are developed by each Division/Department, which are in line with the company's strategic plans.
As part of the new Performance Management System, individual development plans will be documented, from which Learning &. The compliant Anti-corruption policy is contained in the Code of Business Conduct and Ethics. The board establishes an appropriate framework for whistleblowing that gives employees direct access to an independent member of the board or a unit established to deal with whistleblowing issues.
Sufficient whistle-blowing incidents are reported to the Board, and the Board is periodically updated on the developments of the said incidents.
Compliant 1. Compliant with DENR Requirements such as the following
- Part of FEU Green Projects
- Part of FEU Operation
Continued good care of our existing plants and trees to improve air quality within the FEU campus. Integration of building management system for scheduling and control of AC and other equipment in one building in Main Campus, FEUTURE building. TAMbayanihan Relief OPLAN Odette in partnership with the Philippine Air Force, Kapit-Pinas, Millennials PH, Pantawid Covid Project and Aboitiz Foundation providing assistance in the Southern/Visayas regions.
Ti 1st Air Force Wing Reserve, ti League of Corporate Foundation, ti Baseco Youth Community Pantry, dagiti Aktibo nga Agtutubo ti Mandaluyong ken dagiti Inna ti Eians Rances iti Baseco, Manila ken Addition Hills, Siudad ti Mandaluyong. Memorial Foundation (NRMF) ken ti Grupo ti Operasion Sibil-Militar ti Puersa ti Angin ti Filipinas. https://www.feu.edu.ph/index.php/b rigada-eskuelaan-2022-aktibidad-iti-navotas-elementary-eskuela/. Naisayangkat ti NRMF, PAF Tactical Operations Group 8, ti donation drive ken relief operation para kadagiti biktima ti Bagyo Agaton iti Siudad ti Baybay ken iti Munisipalidad ti Abuyog, Leyte Province Philippines nga addaan iti 44 a publiko ken pribado a pagadalan. benepisiario iti pannakitinnulong ti The Philippine Air Force, DepEd,...
Unilever Ph, Rex Boekwinkel ken Pundasion ti Aboitiz. https://www.feu.edu.ph/index.php/b rigada-report-ti-aktibidad-ti-eskuelaan-hulio-agingga-oktubre-2022/.
