15, Series of 2017, we are presenting here the 2019 Integrated Annual Corporate Governance Report (I-ACGR) of Far Eastern University, Incorporated. Qualifications and disqualifications of the Board of Directors as provided in the Amended Bylaws of the FEU.
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
The chairman of the board together with the directors of the board convened the 2019 strategic planning session with management. At the meeting, the management presented and discussed with the board of directors completed, ongoing and planned programs that are aligned with Aspiration 2020.
Montinola III in the 2019 Definitive Information Statement (SEC Form 20 IS), page 5 in the link below
Policy on Intercompany Loans and Advances
This is noted in the audit committee's report to the board for the financial year that ended on 31 May 2019. Compliant The duty of care and the duty of loyalty are the two key elements in the board's fiduciary duties.
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
Information regarding the members of the AuditCom can be found in Appendix A of FEU's SEC Form 20-IS. Please see the profile of the Members of the Corporate Governance Committee in the 2019 Definitive Information Statement (SEC Form 20 IS), pages 6-9 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
All the mentioned participations via telecom were recorded in the meeting minutes prepared each time. 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). View the directorships and/or trusteeships of FEU trustees in listed and unlisted companies in the 2019 Final Information Statement (SEC Form 20 IS), pages 5-8 at the link below.
The company does not have executive directors who are members of more than two boards of directors of listed companies outside the group. A compliant FEU does not have an executive trustee who is a member of more than two boards of listed companies outside the FEU group. Accordingly, the regular meeting of the Board of Directors is held on the third (3rd) Tuesday of every month.
The board should endeavor to exercise an objective and independent judgment on all corporate affairs Recommendation 5.1
In the board meetings of 2019, except for the months of May and November, all 9 board members were present. The Compliant FEU has no shareholders' agreement, bylaws or other agreements that limit the ability of directors to vote independently.
Meetings and Voting) of the Amended By-Laws provides that “Voting upon all questions at
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 Trustees legally performs functions on behalf of the school and without exception, every Trustee is expected to adhere to the Code of Business Conduct and Ethics. FEU's compliant Code of Business Conduct and Ethics is made available, at all times, to all Trustees, Senior Management faculty and employees through 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. Comply With the implementation of the Code of Business Conduct and Ethics, employees and faculty are oriented to the details of the policy and the responsibility of each employee and faculty. A reorientation of the Code of Business Conduct and Ethics and related policies was carried out, and all 2.
The company should establish corporate disclosure policies and procedures that are practical and in accordance with best practices and regulatory expectations
The company has a policy that requires all directors to disclose/report all transactions in company stock to the company within three business days. Trustee Interests on SEC Form 23 A/B (Statement of Beneficial Ownership) available at the link below. Compliant View the Profile of Trustees in the 2019 Definitive Information Statement (SEC Form 20 IS), pages 5-8 at the link below.
Compliant See the profile of the key executives in the 2019 Definitive Information Statement (SEC Form 20 IS), pages 5-11 in the link below. However, as a group, directors' and officers' fees are disclosed in the 2019 Annual Report and Definitive Information Statement. Compliant The Report from the AuditCom to the Board of Trustees for the fiscal year ended May 31, 2019 is included in the 2019 Definitive Information Statement (SEC Form 20 IS) – Appendix E, page 52 in the link below:.
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
During the General Meeting of Shareholders on October 19, the shareholders approved the appointment of the external auditor. The Audit Committee Charter contains the responsibility of the Audit Committee to annually review and monitor the suitability and effectiveness of the external auditor. The AuditCom Charter specifies the powers and responsibilities of the committee in nominating the external auditor and monitoring his performance.
Comply As stated in Item No. 7, Part I – Information required in Information Statement of FEU's 2019 SEC Form 20IS Definitive Information Statement, the external auditors did not provide non-audit services for fiscal year ended May 31, 2019. In accordance with its Charter, the audit committee evaluates and determines the non- audit work, if any, of the external auditors and periodically review their non-audit fees with respect to materiality. The Committee will reject any non-audit work that conflicts with the duties or independence of the external auditor.
The company should ensure that the material and reportable non-financial and sustainability issues are disclosed
Names and members of the hiring team were provided to the SEC during the SOAR inspection. This channel is crucial for informed decision making by investors, stakeholders and other interested users. 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.
View the amended statutes and the amended FEU 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 appropriate and effective framework for enterprise risk management in the conduct of its business. The FEU Risk Management Policy was approved by the board in September 2019, where the overall framework, principles and risk management process. 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 aforementioned IT risk exposures are discussed in Audit and Risk Management Working Group meetings led by the Chief Risk Officer (CRO). The CRO then reports IT-related risk exposures (together with University-wide risk exposures) to a joint meeting of the Audit Committee and the Risk Management Committee. In addition, the University 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
SEC Form 17A 2019 Annual Report of the FEU, Part II - Operational and Financial Information, Item 5, page 32 in the link below. The notice and agenda were again contained in the information statement, preliminary to SEC on September 16, 2019 and final reported to PSE and SEC on September 20, 2019, and sent to everyone on September 30, 2019. Complies See the 2019 Final Disclosure Statement (SEC Form 20 IS), Appendix A – Item 9, page 38 in the link below.
Pursuant to The use of an alternative dispute resolution system (such as arbitration, mediation, conciliation, early neutral evaluation, mini-trial or any combination thereof) in the Philippines was institutionalized by law, i.e., Republic Act No. An arbitration agreement may be provided for in a corporation's articles of incorporation or bylaws. If one comes up in the future, the Board will neither approve nor allow it.
The rights of stakeholders established by law, by contractual relations and through voluntary commitments must be respected
The Board establishes clear policies and programs to provide a mechanism on the fair treatment and protection of stakeholders. Adequate Please see Manual on Corporate Governance, Section VI and VII, pages 7-8 in the link below. The board adopts a transparent framework and process that enables stakeholders to communicate with the company and to obtain redress for the violation of their rights.
If an exemption is requested, the company discloses the reason for such action, as well as the specific steps being taken to ultimately comply with the applicable law, rule or regulation. Accordingly the Company has not sought and does not seek any exemption from the application of any law, rule or regulation particularly when it refers to a matter of corporate governance. It ensures that its intellectual property rights are registered with the appropriate regulators.
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
Prior to the start of the academic year, several safety orientations have been carried out for employees, lecturers and students. As part of the new Performance Management System, individual development plans will be documented, on which the learning and development plans for the coming financial year will be based. The corresponding Anti-corruption policy is contained in the Code of Business Conduct and Ethics.
Consistent policies and programs approved by the Board of Directors are disseminated to appropriate units in coordination with the Human Resources Department. The Board of Directors shall establish an appropriate whistleblowing framework that allows employees to have direct access to an independent member of the Board of Directors or a unit established to deal with whistleblowing issues. Whistleblowing incidents are reported to the board and the board is periodically informed of the developments of the incidents mentioned.
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
It must ensure that its interactions serve the environment and stakeholders in a positive and progressive manner that fully supports its comprehensive and.
Compliant 1. Compliant with DENR Requirements such as the following
- Part of FEU Operation
This system results in less carbon emission by generating electricity at power plants due to higher efficiency of the cooling plants. Creation of a steering committee that will plan projects for the urban renewal of N. The initiative is a response to the call of the City of Manila to develop the community as a tourist destination focusing on its history. A letter was sent to the mayor's office signed by the various stakeholders requesting the following services:.
Construction of planters along the sidewalks of Nicanor Reyes and C.M. Recto streets followed by R.Papa, Lerma and P. A similar project is now underway along España). Construction of planters in the center of Nicanor Reyes Street, complimenting the current steel barrier. Plans for the location of an elevated walkway are being studied with the help of the UAP Manila Chapter.
