Corporate Governance
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Manual on Corporate Governance
Corporate Governance Principles
Rights of Stakeholders Equitable Treatment of Shareholders The Company's Roles to Stakeholders Disclosure of Information and Transparency Responsibilities of the Board of Directors Enforcement DisciplineCode of Business Ethics and Conduct Annual Corporate Governance Report (ACGR)Updates and Changes as of present date ACGR for 2012 Consolidated Changes in the ACGR for 2013 Consolidated Changes in the ACGR for 2014Board Committees Corporate Social Responsibility Sustainability Report
Corporate Governance Principles
Discipline
Penalties for Non-compliance with the Manual
To strictly observe and implement the provisions of this Manual, the following penalties shall be imposed, after notice and hearing, on the Company’s directors, officers, staff, subsidiaries and affiliates and their respective directors, officers and staff in case of violation of any of the provision of this Manual:
In case of first violation, the subject person shall be reprimanded.
Suspension from office shall be imposed in case of a second violation. The duration of the suspension shall depend on the gravity of the violation.
For a third violation, the maximum penalty of removal from office shall be imposed.
The commission of a third violation of this Manual by any member of the Board of the Company or its subsidiaries and affiliates shall be a sufficient cause for removal from directorship, subject to the provisions of the Corporation Code.
The Compliance Officer shall be responsible for determining violation/s through notice and hearing and shall recommend to the Chairman of the Board the imposable penalty for such violation for further review and approval by the Board.
(Source: Article 11, Revised Manual on Corporate Governance (2014.07.02))
Board Committees
A. Executive Committee
The Executive Committee shall be composed of three (3) Directors to be elected by the Board. The Executive Committee shall have the functions that the Board will delegate.
(Source: Article 20, RHI Amended By-Laws)
B. Audit & Risk Committee
The Audit & Risk Committee shall consist of at least three (3) voting Directors, who shall preferably have accounting and finance backgrounds, one (1) of whom shall be an independent director and another with audit experience. The Chair of the Audit & Risk Committee shall be an independent director.
C. Executive Compensation Committee
The Executive Compensation Committee shall consist of at least three (3) voting Directors one (1) of whom must be an independent director.
D. Nomination, Election & Governance Committee
The Nomination, Election & Governance Committee shall consist of at least three (3) voting Directors one (1) of whom must be an independent director.
(Source: Article 3, Revised Manual on Corporate Governance (2014.07.02))