Corporate 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, three of whom are executive directors, four are non-executive directors, and two are independent directors.

To assist the Board in the implementation of good corporate governance, it constituted five (5) Committees, namely: Audit, Nomination and Election, Compensation and Remuneration, Risk Oversight and the Corporate Governance.

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

 

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.


2016 Board and Committee Meeting Schedules

MEETINGS DATES
 Risk Oversight Committee February 10, 2016
 Compensation and Remuneration Committee February 10, 2016
 Audit Committee March 17, 2016
 Board of Directors March 31, 2016
 Audit Committee May 6, 2016
 Board of Directors May 11, 2016
 Nomination and Election Committee May30, 2016
 Audit Committee August 8, 2016
 Board of Directors August 10, 2016
 Audit Committee November 8, 2016
 Corporate Governance Committee November 8, 2016
 Board of Directors November 10, 2016
 Nomination and Election Committee December 5, 2016
 Compensation and Remuneration Committee  December 5, 2016 
 Risk Oversight Committee December 5, 2016 

 

Board Attendance
In compliance with SEC Memorandum Circular No. 1, Series of 2014, we submitted the attendance of the Board of Directors during the calendar year 2015.

NAME DATE OF ELECTION 

NO. OF MEETINGS HELD
DURING THE YEAR 

NO. OF MEETINGS
ATTENDED 
PERCENTAGE 

ISIDRO A. CONSUNJI 
Board Chairman

JULY 29, 2015 8 8 100.00%
CESAR A. BUENAVENTURA 
Vice Chairman
JULY 29, 2015 8 7 87.50%
VICTOR A. CONSUNJI
Non-Executive Director
JULY 29, 2015 8 8 100.00%
JORGE A. CONSUNJI
Non-Executive Director
JULY 29, 2015 8 8 100.00%
HERBERT M. CONSUNJI 
Executive Director       
JULY 29, 2015 8 8 100.00%
MA. EDWINA C. LAPERAL
Executive Director
JULY 29, 2015 8 8 100.00%
LUZ CONSUELO A. CONSUNJI*  
Non-executive Director
JULY 29, 2015 3 3 100.00%
ANTONIO JOSE U. PERIQUET
Independent Director
JULY 29, 2015 8 8

100.00%

HONORIO O. REYES-LAO
Independent Director
JULY 29, 2015 8 8 100.00%


*The Directors were re-elected during the annual stockholders’ meeting held on July 29, 2015. Except of Ms. Luz Consuelo A. Consunji who was elected for the first time as Director on July 29, 2015, all the other directors were incumbent directors as of January 1, 2015

 

Directors Training and Orientation Program
Newly elected Board Member shall undergo an orientation which he/she shall participate in an induction program that covers the Corporation’s strategy general financial and legal affairs, financial reporting by the company, its compliance programs, the Code of Business Conduct and Ethics, any specific aspects unique to the company and its business activities, and the responsibilities as a board member.

Educational programs supplemental to the orientation course of Directors must be provided by the management of the Corporation. The management shall conduct an annual review to identify areas where the Board Members further training or education.

To keep Directors abreast of the latest developments in corporate governance matters, the management should also provide continuing educational programs to include critical issues relating to the operation of public company boards.

The Directors are encouraged to periodic visits to business operations of the Corporation’s subsidiaries to include mine sites, housing developments, power plant and water treatment facilities, among others.

 

Director Remuneration
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.

 

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.