Question & AnswerQ&A (SEC MEMORANDUM CIRCULAR NO. 9, S. 2014)
Corporate Governance is the framework of rules, systems, and processes in the corporation that governs the performance of the Board of Directors and Management of their respective duties and responsibilities to stockholders and other stakeholders including customers, employees, suppliers, financiers, government, and community in which it operates.
The Board's general responsibility is to foster the long-term success of the corporation and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and the best interests of its stockholders and other stakeholders.
The Board should conduct itself with honesty and integrity, identify corporation stakeholders in the community, and formulate a clear policy of accurate, timely, and effective communication with them.
Stakeholders include stockholders, customers, employees, suppliers, financiers, government, and the community in which the corporation operates or who are directly affected by its operations.
The Corporate Secretary should work fairly and objectively with the Board, Management, stockholders, and other stakeholders.
The corporation must establish an effective system of internal control to ensure the integrity of financial reports and the protection of the corporation's assets for the benefit of all stockholders and other stakeholders.
Material information includes earnings results, acquisition or disposition of assets, off-balance sheet transactions, related party transactions, and direct and indirect remuneration of members of the Board and Management.
Disclosure should be full, public, timely, and made through appropriate exchange mechanisms for listed companies and submissions to the Securities and Exchange Commission.
The amendments took effect fifteen (15) days after publication in a national newspaper of general circulation.
All Manuals of Corporate Governance reflecting the changes must be filed with the Commission not later than July 31, 2014.