The Philippine Stock Exchange, Inc. is at the forefront of promoting corporate governance in order to develop the capital markets through well-governed companies, ensure protection of shareholder rights and interests, and increase confidence in both issuers and the securities brokerage industry.
As a regulator of listed companies and trading participants, the PSE takes on the role of leading by example through the faithful observance of corporate governance best practices.
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Ensure proper on-boarding of new directors;
Ensure the effectiveness of the management system for monitoring compliance by the Exchange, its officers and directors with relevant laws, rules and regulations , the Code of Corporate Governance, and all governance issuances of regulatory agencies;
Monitor the results of management investigations and follow-up (including disciplinary action) of any fraudulent acts, accounting irregularities or non-compliance with policies, procedures and guidelines;
Ensure the integrity and accuracy of all documentary submissions to regulators;
Collaborate with other departments to properly address compliance issues, which may be subject to investigation;
Ensure the attendance of board members and key officers in relevant and/ or required trainings;
Obtain regular updates from Management and the Exchange’ s legal counsel regarding compliance matters;
Assess whether all regulatory compliance matters have been considered in the preparation of the financial statements;
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Assist in the development, revision and implementation of the Code of Business Conduct for the Exchange, its directors, officers and employees; and ascertain that the process or program for monitoring compliance with the Code of Business Conduct is performed by Management;
Review the findings of any examinations by regulatory agencies;
Appear before the SEC upon summon on relevant matters that need to be clarified by the same;
Determine violations of this Manual and recommend upon summon on relevant matters that need to be clarified by the same;
Determine violations of this Manual and recommend upon summon on relevant matters that need to be clarified by the same;
Identify, monitor and control compliance risks; and
Determine violations of this Manual and recommend upon summon on relevant matters that need to be clarified by the same;
The stockholders’ shall have appraisal right or the right to dissent and demand payment of the fair value of their shares in the manner provided for under Section 82 of the Corporation Code, under any of the following circumstances:
i. In case any amendment to the Articles of Incorporation has the effect of changing or restricting the rights of any stockholders or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence;
ii. In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in the Corporation Code; and
iii. In case of merger or consolidation.
i. The stockholders shall have the right to receive dividends subject to the discretion of the Board: Provided, that no stock dividend shall be issued without the approval of stockholders representing not less than two-thirds (2/3) of the outstanding capital stock at a regular or special meeting duly called for the purpose;
ii. The Exchange adopts a policy for the declaration of regular cash dividend out of the unrestricted retained earnings of the Exchange. The declaration of dividends is dependent on the cash flow and financial condition of the Exchange, and shall be subject to the approval of the Board of Directors.
All shareholders shall be allowed to inspect corporate books and records, including minutes of Board meetings and stock registries in accordance with the Corporation Code and shall be furnished with annual reports including financial statements, without cost or restrictions.
i. The stockholders shall be provided, upon request, with periodic reports which disclose personal and professional information about the directors and officers and certain other matters such as their holdings of the Exchange’s shares, dealings with the Exchange, relationships among directors and key officers, and the aggregate compensation of directors and officers;
ii. The stockholders shall be granted the right to propose the holding of a meeting, and the right to propose items in the agenda of the meeting, provided the items are for legitimate business purposes;
iii. The stockholders shall have access to any and all information relating to matters for which the Management is accountable and to those relating to matters for which the Management shall include such information and, if not included, then the stockholders shall be allowed to propose to include such matters in the agenda of stockholders’ meeting, being within the definition of “legitimate purposes”;
iv. Results of the votes during the annual or special shareholders’ meeting shall be made available to the public the next working day. The minutes of said meeting/s shall be made available within five (5) business days from the end of the meeting
All shareholders shall be allowed to inspect corporate books and records, including minutes of Board meetings and stock registries in accordance with the Corporation Code and shall be furnished with annual reports including financial statements, without cost or restrictions
All stockholders shall have pre-emptive rights, unless the same is denied in the Articles of Incorporation or an amendment thereto: Provided, That such pre-emptive right shall not extend to shares to be issued in compliance with laws requiring stock offerings or minimum stock ownership by the public; or to shares to be issued in good faith with the approval of the stockholders representing two-thirds (2/3) of the outstanding capital stock, in exchange for property needed for corporate purposes or in payment of a previously contracted debt. They shall
have the right to subscribe to the capital stock of the Exchange. The Articles of Incorporation shall lay down the specific rights and powers of shareholders with respect to the particular shares they hold, all of which shall be protected by law, subject to the provisions of the Corporation Code.
i. Minority shareholders have equal rights to nominate candidates to the Board of Directors;
ii. All shareholder shall have the right to elect, remove and replace directors and vote on certain corporate acts in accordance with the Corporation Code;
iii. A director shall not be removed without cause if it will deny minority shareholders representation in the Board;
iv. Voting shall be used in the election of directors.
Chairman & Independent Director
1. Leads the directors in steering the policy direction of the Company.
2. Ensure that the meetings of the Board are held in accordance with the by-laws or as the Chair may deem necessary.
3. Supervise the preparation of the agenda of meetings of the Board in coordination with the Corporate Secretary, taking into consideration the suggestions of the President and CEO, Management and the directors.
4. Maintain effective and timely lines of communication and information between the Board and Management.
5. Observe the following guidelines in Board meetings:
President & CEO
The CEO has the following roles and responsibilities, among others:
a. Determines the corporation’s strategic direction and formulates and implements its strategic plan on the direction of the business;
b. Communicates and implements the corporation’s vision, mission, values and overall strategy and promotes any organization or stakeholder change in
relation to the same;
c. Oversees the operations of the corporation and manages human and financial resources in accordance with the strategic plan;
d. Has a good working knowledge of the corporation’s industry and market and
keeps up-to-date with its core business purpose;
e. Directs, evaluates and guides the work of the key officers of the corporation;
f. Manages the corporation’s resources prudently and ensures a proper balance of the same;
g. Provides the Board with timely information and interfaces between the Board and the employees;
h. Builds the corporate culture and motivates the employees of the corporation; and
i. Serves as the link between internal operations and external stakeholders.
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Work fairly and objectively with the Board, its Committees, Management and stockholders;
Be aware of the laws, rules and regulations necessary in the performance of his duties and responsibilities;
Ensure all Board procedures, rules and protocols are strictly followed by the members;
Gather and analyze all documents, records and other information essential to the conduct of his duties and responsibilities to the Exchange;
Advise on the establishment of board committees and their terms of reference;
Obtain a schedule of topics for agenda at least five (5) working days in advance of the following meeting, from the Board committees and Exchange departments, put the Board on notice before every meeting, and ensure that the members have before them complete and accurate information that will enable them to arrive at intelligent decisions on matters that require their approval;
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Assist the Board in making informed, business judgments in good faith and in support of the performance of its responsibilities and obligations by establishing and developing a sound and reliable flow of relevant information;
Attend all Board meetings, including its executive sessions, except when justifiable causes, including but not limited to, illness, death in the immediate family and serious accidents, prevent him/her from doing so, and maintain records of the same;
Safe keep and preserves the integrity of the minutes of the meetings of the Board and its committees, as well as other official records of the corporation; and
Perform such other duties and responsibilities as may be provided by the SEC.
