CORPORATE GOVERNANCE

Board Governance

Our Board of Directors (the “Board”) is primarily responsible for the governance of the Corporation. Corollary to setting the policies for the accomplishment of the corporate objectives, it shall provide an independent check on Management.

 

Board Composition
The Board is composed of nine (9) Directors, four of whom are executive directors and five are non-executive directors including two  independent directors.

To assist the Board in the implementation of good corporate governance, it constituted four (4) Committees, namely: Audit and Related Party Transaction, Risk Oversight, Corporate Governance (with functions of nomination & election and compensation & remuneration), and the Executive Committee.

For the full disclosure of Board of Directors profile, please click here.

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2019 Board diversity methodology and progress report
2018 Board diveristy methodology and progress report


Board Responsibilities
It shall be the Board’s responsibility to foster the long-term success of the Corporation and secure its sustained competitiveness in a manner consistent with its fiduciary responsibility, which it shall exercise in the best interest of the Corporation, its stockholders and other stakeholders.  The Board shall conduct itself with utmost honesty and integrity in the discharge of its duties, functions and responsibilities.   

The Board actively monitors compliance with the Code of Conduct, exercises oversight through quarterly review of business performances of the Company aligned with the mission, vision and corporate strategy.  The Board is also responsible for the Company’s governance and oversight function, and holds Management accountable for the internal control system.

The roles and reponsibilities of the Board are indicated in the Company's By-Laws and Corporate Governance Manual.

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(CG Manual. Section 2.1)

(By-Laws)


Term of Office
The elected members of the board of directors shall hold office for one (1) year, until their successors are elected and qualified.


Term Limits of Independent Directors
The Independent Director shall serve for a maximum cumulative term of nine (9) years. The cumulative period shall start from the year 2012 in accordance with the rules and circulars of the SEC.  After which, the independent director shall be perpetually barred from re-election as such in the same company, but he/she may continue to qualify for nomination and election as a non-independent director.  In the instance that a company wants to retain an independent director who has served for nine years, the Board should provide meritorious justification/s and seek shareholders’ approval during the annual shareholders’ meeting.


Board Meetings and Quorum Requirement
The Board should convene at least four (4) regular board meetings a year. Each Director must attend at least 75% of all the board meetings held during the year. A special board meeting may be called by the Chairman, the Vice Chairman, the President/CEO, or by the majority of the Board.

A quorum at any meeting of the directors is consist of a majority of the number of directors, provided, however that an independent director shall always be in attendance. For major board decisions, a minimum quorum of at least 2/3 is required. The Board meeting is scheduled before the start of the financial year.

For the calendar year 2019, the Board approved the schedules of board and audit committee meetings during its board meeting held on November 12, 2018.  Meetings of other board committees are scheduled within the year accordingly.


2019 Board and Committee Meeting Schedules

MEETINGS DATES
Board of Directors

February 22, 2019
March 7, 2019
March 25, 2019
April 10, 2019
April 22, 2019
May 16, 2019
May 21, 2019
July 4, 2019
August 13, 2019
Septemer 5, 2019
November 12, 2019

Audit and Related Party Transaction Committee February 28, 2019
May 9, 2019
August 7, 2019
November 7, 2019
Risk Oversight Committee Nov. 21, 2019
Dec. 5, 2019
Executive Committee February 28, 2019
Corporate Governance Committee
(with functions of Nomination & Election and Compensation & Remuneration)
March 22, 2019
August 13, 2019


The Corporate Secretary
The Corporate Secretary provides a schedule of regular Board meetings and Board committee meetings, in line with our regulatory reporting dates. Special Board meetings may be called as the need arises.

The Corporate Secretary assists the Chairman in setting the Board agenda and provides Directors with meeting agenda and related materials at least five (5) days in advance of the Board meeting date. This is to provide Directors with accurate and sufficient information to make educated decisions during the Board meeting.

In addition, the Corporate Secretary maintains the integrity of the minutes of Board meetings, and provides updates to the Directors and Management regarding statutory and regulatory changes.

The Company's Corporate Secretary is Atty. Noel A. Laman, a founder and Senior Partner at Castillo Laman Tan Pantaleon & San Jose. Serving as Assistant Corporate Secretary is Atty. Ma. Pilar P. Gutierrez, a partner at the same law firm.  Both possess the legal qualifications and competencies to effectively perform the corporate secretarial and related duties of the position.

The specific duties and responsibilities of the Corporate Secretary are indicated in the CG Manual.

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(CG Manual, Section 1.4)


Board Attendance

In compliance with SEC Memorandum Circular No. 1, Series of 2014, the Company disclosed to the PSE and SEC the attendance of the Board of Directors during the calendar year 2018.

NAME DATE OF ELECTION 

NO. OF MEETINGS HELD
DURING THE YEAR 

NO. OF MEETINGS
ATTENDED 
PERCENTAGE 

ISIDRO A. CONSUNJI 
Board Chairman

May 21 2019 11 11 100.00%
CESAR A. BUENAVENTURA 
Vice Chairman
May 21, 2019 11 11 100.00%
JORGE A. CONSUNJI
Non-Executive Director
May 21, 2019 11 11 100.00%
HERBERT M. CONSUNJI 
Executive Director       
May 21,2019 11 11 100.00%
MA. EDWINA C. LAPERAL
Executive Director
May 21, 2019 11 9 81.82%
LUZ CONSUELO A. CONSUNJI  
Non-executive Director
May 21, 2019 11 11 100.00%
MARIA CRISTINA C. GOTIANUN May 21, 2019 5 4 80.00%
ANTONIO JOSE U. PERIQUET
Independent Director
May 21, 2019 11 11

100.00%

HONORIO O. REYES-LAO
Independent Director
May 21, 2019 11 11 100.00%



Training Policy for Directors

Newly elected members of the Corporation’s Board of Directors shall undergo a comprehensive orientation or training on the Corporation’s business operations, policies and other related matters for such number of hours and in accordance with the requirements of the Securities and Exchange Commission.   He/she shall participate in an induction program that covers the Corporation’s strategy, general financial and legal affairs, financial reporting, compliance programs, the Code of Business Conduct and Ethics, operational and business aspects unique to the Corporation and its business activities, and the responsibilities of the Board of Directors.

To keep Directors abreast of the latest developments in corporate governance matters, they must undergo a continuing educational program to include critical issues relating to the operation of the company.  The management shall conduct an annual review to identify areas where the Board Members need further training or education.

Likewise, the Directors are encouraged to hold periodic visits to actual business operations of the Corporation’s subsidiaries, such as housing developments, power plants, mine sites, construction sites, and water treatment facilities, among others.

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(2019 Trainings)
(Onboarding Program for First Time Directors)


Remuneration of Directors
Each director receives a reasonable per diem  for his attendance at every meeting of the Board and Committee meeting. On March 31, 2016, the Board of Directors approved the increase in per diem of Board of Directors and Board Committeed from Php10,000.00 to Php80,000.00 per Board meeting attendance and Php40,000.00 per Committee meeting attendance.  The same increase was approved by the majority of stockholders  during the Annual Stockholders' Meeting on July 27, 2016.

Subject to the approval of the stockholders owning at least a majority of the outstanding capital stock, directors may also be granted such compensation (other than per diems) provided however, that the total yearly compensation of directors, as such directors, shall not exceed ten (10%) percent of the net income before income tax of the Corporation during the preceding year.

The form and amount of Directors’ compensation will be determined and approved by the Compensation and Remuneration Committee in accordance with the policies and principles set forth in its Charter.

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Remuneration Policy for Directors
Remuneration Structure


Holding and Trading Securities

Board members are required to report any holding or trading of Company’s securities within three (3) trading days to the PSE and SEC. Board members shall be refrained to trade the company’s securities during a black out period in compliance with PSE Disclosure Rules and Insider Trading Policy.

For the summary of shareholdings of Directors and Officers, please click here.



Board Appraisal
The Company adapted an annual performance evaluation of the Board, CEOproviding their insights on their overall performance.


Full Board Review. The Full Board Review covers the Board activities, mission and purpose, governance, board organization, meetings and membership, and management support.

Peer Board Review.  The Peer Board Review allows each director to assessment their co-directors in terms of leadership, interpersonal skills, strategic thinking and their contribution to the board.


Board Committees Appraisal 
The Committees are guided by Board-approved Charters in the discharge of their roles and oversight responsibilities. These Charters are disclosed in our corporate website (www.dmciholdings.com).

The Board Committees conduct annual 
reviews of the effectiveness of the Committees’ performance using formal self-assessment questionnaires. The results of the review are discussed by the Committee, and handled accordingly.


CEO Appraisal
The Board conducts annual performance reviews of the CEO based on key result areas, which consist of Board-approved financial and nonfinancial performance metrics.

The Chief Compliance Officer oversees the performance evaluation process while the Corporate Secretary tabulates the rating results and summarizes the evaluation comments. Evaluation results are then submitted to and/or discussed with the CEO for proper disposition or action.
.

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Performance Evaluation Criteria and Process