Corporate Governance Training conducted by the Institute of Corporate Directors held on September 10, 2018 at Fairmont Hotel Makati. Corporate Governance - Sustainability and Outlook Seminar conducted by P&A Grant Thornton on November 28, 2018 at Makati Diamond Residences, Makati City.
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
This is noted in the audit commission's report to the board for the financial year ended 31 May 2018. The duty of care and loyalty are the two central 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
Jose, Alternate Member The above AuditCom composition can be found on the FEU website. Montinola, Member The above composition of RMCom can be found on the FEU website.
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
Members of the Board of Directors and Committees of the Board of Directors who are unable to attend the meeting in person have the opportunity to call or be invited via video conference or teleconference and participate in deliberation and voting at these meetings. De Jesus, who was out of the country at the time, joined and participated in the deliberations and voting via Skype or teleconference. Jose, who was in a bad mood at the time, joined in and participated in the deliberations and voting via teleconference.
Directors ask the necessary questions or seek clarifications and explanations during Board and Committee meetings. In accordance All items on the agenda of Board and Committee meetings are thoroughly discussed and debated during Board and Committee meetings, before any Board or Committee action is taken (such as approved or disapproved, observed, postponed for discussion or study of further). Even before the actual meeting, sometimes Board Trustees and Committee Members would request additional information, supporting documents, and rationale for an agenda item or items.
1. Non-executive directors
The minutes from previous board meetings and board committee meetings for approval and ratification are sent via e-mail for comments and prior approval to all board and board committee members at least one week before the meeting. Compliant An FEU trustee is obliged to notify the chairman of the board when he/she is invited to join the board of another company. The company has no directors who sit on more than two boards of listed companies outside the group.
Compliant FEU does not have any Executive Trustee who sits on more than two boards of listed companies outside the FEU Group. Compliant The ordinary board meeting is held every third (3rd) Tuesday of each month. Compliant The board held thirteen (13) board meetings during the year 2018, of which 12 were ordinary board meetings.
The board should endeavor to exercise an objective and independent judgment on all corporate affairs Recommendation 5.1
In accordance See page 4 (par. E2) of the Corporate Governance Manual via the link below. The positions of Chairman of the Board of Directors and Chief Executive Officer are held by separate individuals. The functions of Chairman of the Board of Directors and Chief Executive Officer (CEO) are exercised by the same person.
If the Chairman of the Board is not an independent director, the board appoints a chief director from among the independent directors. Compliant None of the Trustees has been a former CEO of FEU in the past two (2) years. In accordance The individual members of the Executive Board conducted a self-assessment of their performance during the period.
Members of the Board are duty-bound to apply high ethical standards, taking into account the interests of all stakeholders
A compliant FEU has implemented a Code of Business Conduct and Ethics that prohibits giving and receiving advantages in business transactions. The Board of Directors ensures the correct and effective implementation and monitoring of compliance with the Code of Business Ethics. Compliant Upon implementation of the Code of Business Conduct and Ethics, employees and professors were informed of the policy details and responsibilities of each employee and professor.
To further ensure compliance, FEU has also implemented Whistleblowing and Conflict of Interest policies. A reorientation to the Code of Business Conduct and Ethics and related policies was conducted, and all staff and faculty were required to sign their pledge to abide by the code and all policies. The board ensures the proper and efficient implementation and monitoring of compliance with the company's internal policies.
The company should establish corporate disclosure policies and procedures that are practical and in accordance with best practices and regulatory expectations
Please see these links to FEU website for SEC Form 17-A (Annual Report) and SEC Form 17-Q (Quarterly Report). Comply Please see Trustees' shareholding in the SEC Form 23 A/B (Statement of Beneficial Ownership) in the link below. Comply Please see Trustees' profile in the 2018 Definitive Information Statement (SEC Form 20 IS), pages 5-8 in the link below.
Compliant View the profile of key officers in the 2018 Definitive Information Statement (SEC Form 20 IS), pages 5-8 at the link below. Financial performance indicators are presented in the Annual Report (page 32), https://investors.feu.edu.ph/reports%20n ew%20format FEU_Annu alReport2018_FINALedited.pdf. Please see the link on the FEU website for the dividend policy, - SEC Form 17A Annual Report 2018 FEU, Part II - Operating and Financial Information, Item 5, Page 30.
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
Compliant During the annual shareholders' meeting held on October 20, the shareholders approved the appointment of an external auditor. Compliant View the AuditCom charter at the link below:. suitability and effectiveness of the external auditor on an annual basis. Compliant As stated in point no. 7, Part I - Information Required in the FEU 2018 SEC Form 20IS Definitive Information Statement, the external auditors did not perform non-audit services for the fiscal year ended May 31, 2018.
Audit Committee remains alert to any potential conflict of interest. situations, given the guidelines or policies on non-audit services, which may be considered to impair the external auditor's objectivity. The Committee will reject any non-audit work that conflicts with the duties or independence of the external auditor. Company's external auditor has agreed to be subject to the SEC Oversight Assurance Review (SOAR) Inspection Program conducted by the SEC's Office of the General Accountant (OGA).
The company should ensure that the material and reportable non-financial and sustainability issues are disclosed
The Board of Directors has a clear and focused policy on disclosure of non-financial information, with an emphasis on economic, environmental, social and environmental management. In terms of the company's policies and practices related to economic, environmental, social and governance management, there are projects involving relief/relief operations:. https://feuvso.weebly.com/emergency responseandro.html). https://feuvso.weebly.com/livelihood.ht ml and . https://feuvso.weebly.com/projectshift), Awareness on Environmental Protection and Conservation, which also includes ties to environmental organizations such as the WWF. https://feuvso.weebly.com/environmentalpreserveandconserve). The link below shows the graphical report on how the population increased this year during the recent Tamaraw census.
Comply with The FEU website (https://www.feu.edu.ph) is the communication channel that ensures the timely and accurate dissemination of public, material and relevant information to its shareholders and other investors. The quarterly and annual financial statements are posted on FEU's website after disclosing the same to PSE and SEC. Comply with Incorporation and Bylaws Please see FEU's Amended Articles of Incorporation and Amended Bylaws in 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
Significant risk exposures were reviewed by a group of university officers and reported to the Risk Management Committee. Compliant • Through its risk management committee (RMCom), the board has supervisory responsibility over the company's risk management policies and practices. Compliant FEU seeks external technical support in risk management when such competence is not available internally.
When necessary, the Risk Management Committee provided advice and support to management and the Risk Management Officer regarding risk management activities. The RMO's responsibilities as noted above were limited to the risk management activities that a CAE is permitted to perform under The Institute of Internal Auditors International Professional Practices Framework. Compliant Risk Management Officer or Chief Risk Officer has sufficient authority and stature to fulfill his responsibilities.
The company should treat all shareholders fairly and equitably, and also recognize, protect and facilitate the exercise of their rights
Compliant Please see the profile of the Board of Directors in the 2018 Final Information Statement (SEC Form 20 IS), pages 5-8 at 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 Council will not approve or allow it. Please also see Code of Business Conduct and Ethics on the Treatment of Business Partners and Third Parties, pages 9-10 in the link below. Compliance All policies implemented by the Financial Services Division through the Purchasing Department are published in the common drive within the internal FEU network.
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
Every year, quality objectives are developed by each division/department, which are adapted to the company's strategic plans. Effective setting of individual targets for the financial year will be part of the annual performance evaluation process and documentation. This is planned to be increased to 4 fire/earthquake drills in the coming financial years.
Prior to the start of the academic year, various safety orientations were carried out for employees, lecturers and students. Compliant The Anti-Corruption Policy is contained in the Code of Business Conduct and Ethics. 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 balanced development
It must ensure that its interactions serve the environment and stakeholders in a positive and progressive manner that is fully supportive of its comprehensive and balanced development. Its corporate social responsibility programs are focused in the areas of education, culture, livelihood skills development, environment and disaster, emergency response and relief operations.
Compliant 1. Compliant with DENR Requirements such as the following
Part of FEU Green Projects
Part of FEU Operation
The project, which started together with the local government of Manila (strongly supported by the LGU City Hall under the leadership of Director Dennis Alcoreza and Barangay President Filomena G.
