Inc., FERN Realty Corporation, Far Eastern College Silang, Inc., FEU High School, Inc., FEU Alabang, Inc., Roosevelt College, Inc. De Jesus, 78, Filipino: Independent Trustee (August 2012 to present) Far Eastern University, Inc. present) Far Eastern University, Inc. Tinio, 55, Filipino: Senior Vice President for Academic Affairs, Far Eastern University, Inc. June 2011 to Present) Business, Far Eastern University, Inc.
Castro, 40, Filipino: Vice President of Academic Services (June 2019 to present), Far Eastern University, Inc., present), Far Eastern University, Inc. Kilakiga, 45, Filipino: Vice President, Facilities and Technical Services (July 2017 to present), Far Eastern University, Inc. July 2017 to present), Far Eastern University, Inc. Other corporate affiliations: Vice President for Finance of Roosevelt College, Inc., Trustee of East Asia Educational Foundation Inc, (EAEFI), Trustee of FEU HWRFP, Treasurer of Foundation for Information Technology Education (FIT-ED).
Compensation of Trustees and Executive Officers
The external auditor, Punongbayan & Araullo, audited the corporation's Financial Statements for the fiscal year ended May 31, 2020. The same accounting firm is recommended for re-appointment at the annual shareholders' meeting for almost the same awards as last year. Apart from the fees of the external auditor mentioned above, there are no other fees (taxes, all other fees) for the services performed by the external auditors.
Approval of the audit committee's policies and procedures covering the review of FEU's financial statements for the fiscal year ending May 31, 2020, including other services, is contained in the minutes of the audit committee meeting dated August 14, 2020. Signatory partners of the external auditor shall be replaced every five (5) years of employment.
Compensation Plans
ISSUANCE AND EXCHANGE OF SECURITIES
There are no matters or actions to be transacted at the annual meeting of shareholders in connection with the merger, consolidation, acquisition by sale or liquidation of the Company. Nuesa as a member of the Talent Management Committee, as approved at the board meeting held on July 16, 2019. SEC Form 17-C Amended - 3, re: Amendment to Article SEVEN of the Company's Amended Articles of Incorporation originally disclosed on PSE Edge 10. September 2019 and received by the SEC on September 11, 2019.
Attached to the report was a copy of the certificate for the submission of the amended articles of association. SEC Form 17-C Amended – 4, Re: Amendment of Article SEVEN of the Company's Amended Articles of Incorporation, originally published on PSE Edge on September 10, 2019 and received by the SEC on September 11, 2019. True copy of the complete set of Amended Articles of Incorporation, duly approved by the SEC on March 19, 2020.
Revocability of Proxy
Persons Making the Solicitation
Interest of Certain Persons in Matters to be Acted Upon
Upon written request, the Company undertakes to provide shareholders, free of charge, with a copy of SEC Form 17-A, except for the schedules attached thereto, for which a fee will be charged. After reasonable investigation and to the best of my knowledge and belief, I declare that the information contained in this report is true, complete and correct.
ANNEXES
ANNEX A
- Call of meeting to order
- Proof of notice of meeting and determination of quorum
- Approval of minutes of the annual meeting of stockholders held on 19 October 2019 Stockholders who register for the online meeting can access the minutes of
- Academic Report of the President
- Approval of Annual Report and Audited Financial Statements
- Ratification and confirmation of all acts and resolutions during the past year of the Board of Trustees, Board and Management Committees, and Management
- Election of Trustees, including Independent Trustees
- Consideration of such other business as may properly come before the meeting Stockholders may raise such other relevant matters or issues that may be taken up at
- Adjournment
Other Corporate Associations: Chairman, Board of Directors, FERN Realty Corporation; Chairman and President, FEU Educational Foundation, Inc.; Chairman Emeritus, Nicanor Reyes Educational Foundation, Inc.; Governor, Nicanor Reyes Memorial Foundation; Trustee, FEU-Dr. Other Corporate Memberships: Chairman, Amon Trading Inc., East Asia Computer Center, Inc., Silang Far East College, Inc., Nicanor Reyes Educational Foundation, Inc., FEU High School, Inc., FEU Alabang, Inc., Roosevelt College, Inc., and the National Golf Association of the Philippines; Vice Chairman, Philippine Business Foundation for Education (PBED); Vice-President, Management Association of the Philippines, Director, BPI/MS Insurance Corporation; Trustee, Ramon Magsaysay Prize Foundation; and Member, Makati Business Club. In the FEU Group of Schools, he is concurrently the President of the East Asia Computing Center, Inc.; Silang Far Eastern College, Inc.; FEU Alabang, Inc.; FEU High School, Inc.; Roosevelt College, Inc.; East Asia Educational Foundation, Inc.; and Nicanor Reyes Educational Foundation, Inc.; and Governor, Nicanor Reyes Memorial Foundation.
Other Corporate Affiliations: Member, Board of Directors, FERN Realty Corporation and FEU Alabang, Inc.; Trustee, Nicanor Reyes Educational Foundation, Inc.; Treasurer and Trustee, FEU Educational Foundation, Inc.; Corporate Secretary and Governor, Nicanor Reyes Memorial Foundation; Member, Executive Committee, Far Eastern University, Inc.; Company Secretary and Director, Far Eastern College Silang, Inc.; Chairman, Angel C. Other Corporate Affiliations: President and Director FERN Realty Corporation and Monti-Rey, Inc.; Vice Chairman, Treasurer and Director, AMON Trading Corp., Director, Far Eastern College Silang, Inc., and Nicanor Reyes Educational Foundation, Inc.; and Trustee, FEU Educational Foundation, Inc. Other corporate affiliations: President and Board Director, ALFM Mutual Funds Group and Independent Director, East Asia Computer Center, Inc., FERN Realty Corporation and Far Eastern College Silang, Inc.
ANNEX B
Individual Stockholders
Corporate Stockholders
Previous votes will be automatically ignored and replaced by the system with the newly cast votes. The ASM will be broadcast live and shareholders who have successfully registered will be provided access to participate via remote communication. Instructions on how to access the live stream will also be posted at https://www.feu.edu.ph/asm2020.
Video recordings of the ASM will be adequately maintained by the Company and will be made available to participating shareholders upon request. Questions/comments received but not entertained during the Open Forum due to time constraints will be addressed separately by the Company's Corporate Secretary. For complete information about the annual meeting, please visit https://www.feu.edu.ph/asm2020.
ANNEX C
COMMISSION ON HIGHER EDUCATION
ANNEX G
Brief Discussion of Business Mother Company
- FAR EASTERN UNIVERSITY MANILA
- EAST ASIA COMPUTER CENTER, INC. (EACCI)
- FEU ALABANG
- FAR EASTERN COLLEGE SILANG, INC
- FEU HIGH SCHOOL, INC
- ROOSEVELT COLLEGE, INC
- EDUSTRIA, INCORPORATED
- FERN REALTY CORPORATION
Validations of this institutional effort include CHED's citations of (a) the teacher training programs of the IE as a Center of Excellence and (b) the Bachelor of Science in Business Administration program of the IABF as a Center of Development. Almost all the academic programs on the Manila campus are accredited by the PACUCOA. Far Eastern University is a member of the ASEAN University Network ‒ Quality Assurance (AUN-QA), the International Center of Excellence in Tourism and Hospitality Education (THE-ICE), and the Association to Advance Collegiate Schools of Business (AACSB).
Value-added courses are primarily embedded to prepare FEU Diliman basic education graduates to pursue higher education in the best universities in the country. It is located in Filinvest City, Alabang, one of the most progressive areas in the southern Greater Manila area. Established in August 2019, Edustria, Inc. is the first venture of the Far Eastern University in Batangas in collaboration with the Technological Institute of the Philippines (T.I.P).
Number of Shareholders
There are no sales of unregistered or exempt securities, including recent issuance of securities that constitute an exempt transaction.
Management’s Discussion and Analysis or Plan of Operation
- Test of Liquidity
- Test of Solvency
- Test of Profitability
- Product/Service Standards
- Market Acceptability
The Group's consolidated equity consists of equity attributable to the owners of the parent company and NCI amounting to P7,556.5 million and P2,861.4 million respectively. Below is a four-year table of the Group's net income and total dividends declared and paid. The Group's operating results remain positive as consolidated net profit after tax has remained strong over the past three financial years.
During the year, the Group's operations remained buoyant with operating income amounting to P483.9 million, and other income amounting to P156.2 million. With the return of the first students enrolled in tertiary education, the Group's consolidated operating income for the year fiscal year ended May 31, 2019 improved to P668.2 million from P483.9 million in 2018. The Group's operating income for the fiscal year ended May 31, 2020 was recorded at P771.9 million, a 16% improvement from last year.
Liquidity refers to the Group's ability to meet its current short-term obligations as they fall due. Solvency refers to the group's ability to pay all its debts, whether those obligations are short-term or long-term. It also refers to the group's ability to earn a reasonable amount of revenue relative to its total investment.
To expand the Group's reach south of NCR, especially in the province of Batangas, FEU partnered with T.I.P. At the reporting date, certain economic factors affect the income and revenue from the Group's operations. There are no other material off-balance sheet transactions, arrangements, commitments (including contingent commitments) and other relationships of the Group with unconsolidated entities or other persons created during the reporting period.
The Group and each of its constituent entities can easily meet all of its obligations with current reserves and projected profits.
Corporate Governance
- CORPORATE INFORMATION 1 Background of the University
- Investment in a Subsidiary
- Goodwill Arising from Acquisition of a Subsidiary
- Other Corporate Information
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- Basis of Preparation of the Consolidated Financial Statements (a) Statement of Compliance with Philippine Financial Reporting Standards
- Adoption of New and Amended PFRS
- Basis of Consolidation
- Business Combinations
- Financial Assets
- Real Estate Held-for-Sale
- Prepayments and Other Assets
- Property and Equipment
- Investment Properties
- Financial Liabilities
- Offsetting Financial Instruments
- Provisions and Contingencies
- Revenue and Expense Recognition
- Leases
- Foreign Currency Transactions and Translation
- Impairment of Non-financial Assets
- Employee Benefits
- Borrowing Costs
- Income Taxes
- Related Party Transactions and Relationships
- Equity
- Earnings Per Share
- Segment Reporting
- Events After the End of the Reporting Period
- SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES
- Critical Management Judgments in Applying Accounting Policies
- Key Sources of Estimation Uncertainty
- RISK MANAGEMENT OBJECTIVES AND POLICIES
- Market Risk (a) Foreign Currency Risk
- Credit Risk
- Liquidity Risk
- CATEGORIES AND OFFSETTING OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES
- Carrying Amounts and Fair Values by Category
- Offsetting of Financial Assets and Financial Liabilities
- FAIR VALUE MEASUREMENT AND DISCLOSURES 1 Fair Value Hierarchy
- Financial Instruments Measurement at Fair Value
- Financial Instruments Measured at Amortized Cost for which Fair Value is Disclosed
- Fair Value Measurement for Non-financial Assets (a) Determining Fair Value of Investment Properties
- SEGMENT INFORMATION 1 Geographic Segments
- Segment Assets and Liabilities
- Intersegment Transactions
- Analysis of Segment Information
- Reconciliation
- CASH AND CASH EQUIVALENTS
- TRADE AND OTHER RECEIVABLES This account is composed of the following
- CROSS-CURRENCY SWAPS
- FINANCIAL ASSETS
- Financial Assets at FVTPL
- Financial Assets at FVOCI (2018: AFS Financial Assets)
- Investment Securities at Amortized Cost (2018: HTM Investments)
- REAL ESTATE HELD-FOR-SALE
- INVESTMENT IN AN ASSOCIATE This account consists of the following
- PROPERTY AND EQUIPMENT
- LEASES
- Lease Liabilities
- Lease Payments Not Recognized as Liabilities
- Additional Profit or Loss and Cash Flow Information
- INVESTMENT PROPERTIES
- Related Income and Direct Expenses
- Fair Values of Investment Properties
- OTHER ASSETS
- TRADE AND OTHER PAYABLES This account consists of
- INTEREST-BEARING LOANS
- EDUCATIONAL REVENUES
- Core Revenue Stream
- Unearned Tuition Fees
- Tuition Fee Rebates
- OPERATING EXPENSES Operating expenses consist of
- FINANCE INCOME AND FINANCE COSTS 1 Finance Income
- Finance Costs
- EMPLOYEES’ HEALTH, WELFARE AND RETIREMENT FUND (a) Characteristics of the Defined Contribution and Defined Benefit Plans
- INCOME TAXES
- RELATED PARTY TRANSACTIONS
- Subscription of Preferred Shares of Stock (a) EACCI
- Noninterest-bearing Advances (a) Advances of the University to a Related Party
- Leases
- Retirement Funds
- Key Management Personnel Compensation
The consolidated financial statements for and for the year ended 31 May 2020 (including the comparable consolidated financial statements for and for the periods ended 31 May 2019 and 2018) were approved for publication by the Group's BOT on. Items included in the group's consolidated accounts are measured in the functional currency. Functional currency is the currency of the primary economic environment in which the Group operates.
All subsequent changes in the equity portion of the participation are recognized in the carrying amount of the Group's investment. Financial assets are recognized when the Group becomes a party to the contractual terms of the financial instrument. Prepayments and other current assets of the Group include inventory items such as books and goods.
The Group determines whether an agreement is or contains a lease based on the content of the agreement. Any event after the end of the year that provides additional information about the consolidated financial position of the group at the end of the reporting period (adjusting event) is reflected in the consolidated financial statements. BOT has overall responsibility for establishing and monitoring the group's risk management framework.
A description of the Group's risk management objectives and policies for financial instruments can be found in Note 4. Below is information on how the fair values of the Group's classes of financial assets and financial liabilities are determined. The fair values of the Group's interest-bearing borrowings are classified in Level 3 of the fair value hierarchy.
Presented below is a reconciliation of the Group's segment information to the key financial information presented in its consolidated financial statements (in thousands). Analyzes of movements in the book values of the Group's investments held by trusted banks are presented below. An analysis of movements in the carrying amount of the Group's investment securities at amortized cost for the years ended May and 2018 is presented below.
The following table describes the nature of the Group's leasing activities by type of right-of-use asset recognized in the consolidated statement of financial position. Accrued related interest is presented as part of the trade and other receivables account in the consolidated statements of financial position (see note 9).
