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So goodmorning everyone, we will continue the reporting of our group. So we are here na sa Chapter 3
which is Securities and Exchange Commission (SEC) Code of Corporate Governance.
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So ano nga ba ang Code of Corporate Governance for Publicly-listed Companies?
So naapprove siya ng sec or securities and exchange commission noong November 10, 2016. Na kung
saan ang goal nito is para makahelp sa pag develop and sustain ng isang company. It guides the board
members and directors, setting out how they should approach governance in their organisation.
So merong 16 principles anG code of corporate governance for publicly listed companies.
Yung principle 1 – 7 is belong siya sa the boards governance responsibilities
Yung principle 8-11 is belong sa disclosure and transparency
Yung principle 12 naman is sa internal control system and risk management framework
Yung principle 13 naman is belong sa cultivating a synergic relationship with share-holders.
And yung principle 14-16 naman is belong sa duties and stakeholders
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Principle 1 na kung saan yung company should be headed by a competent working board na ma achieve
ang long term success. Kasi syempre lahat naman ng business or company, gusto yung tatagal.
So paano nga ba mag establish ng competent board, syempre dapat ang iappoint ng company is
competent. This can be achieve if the board should have a knowledge, experience or expertise siya doon
sa isang bagay na iaappoint mo sa kanya. Example banko yung company mo, syempre ang iappoint mo is
yung may banking experience, or kung real estate dapat may experience paano mag handle ng real
estate. Syempre hindi lahat is isa lang ang experience or similar ang experience kasi it should be
composed of directors with a collective working knowledge.
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Sinasabi lang sa principle 2 na yung mga roles, responsibilities and accountabilities ng board and yung
mga guidelines ay dapat malinaw sa lahat ng directors, also yung mga stockholders and other
stakeholders. So ano ba yung pinagkaiba ng stock sa stakeholders. Ang stakeholders ditto yung
investors, employees, suppliers, customers, communities, and government, while stockholders include
yung mga taong may own at least one share of the company's stocks.
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Board committees sila yung smaller groups of people na nag aadvise sa board on a specific area of
operations. The corporation code allows the board to create executive committee and other special
committees, which it can delegate its function but not yung responsibilities Pinagawa mo sa iba pero
ikaw paring yung accountable. Example nung special committees is audit committee, corporate
governance committee, finance committee, etc.
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Ang sukatan ng pagiging isang effective na board ay malalaman sa isang assessment. Example is
yung sa yung pag evaluate sa employee or let say sa director na kung saan anonymous siya and
hindi malalaman sino ang nag sagot ng assessment. Doon malalaman if ginagawa ba n g maayos
yung roal niya sa organization.
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Kaya need na may ethical standards sa isang organization is para malaman or it can spot unethical
behavior ealy on and prevent din agad at hindi na lumala ang hindi magandang gawain sa loob ng
organization.
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Kaya kailangan sa isang organization ang pag establish ng disclosure policies and procedures ay
para ma increased yung transparency ng operation ng isang corporation and to make it easier for
invertsors to make informed decisions. Nakakatulong din to para ma ensure kung accurate ba yung
report na binibigay sa shareholders and stakeholders.
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The reason behind that is dahil ang external auditors ang responsible sa pag audit ng company’s
financial statement and providing reasonable assurance that they are presented fairly in conformity
with the required standards.
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These codes are based on a “comply or explain” approach – which, plainly put, means
that companies either comply with the principles and guidelines set out or explain why they have not.
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CG- Ito yung system na kung saan yung rules, practices and processes by which a company is
directed and controlled. Aim din nito is to help to maintain the cohesiveness of an organization.
Cohesiveness – quality of forming a united whole.
BOD - a group of people who represent the interests of a company's shareholders. They are the one
who demonstrate the leadership because they need to ensure that the organization is run
accordingly.
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Management - Making operational policies, keeping the board educated and informed. They are the
one who bring well the documented recommendations and information to the board.
ID- The independent director or also known as an outside director na kung saan ang role nila is to
provide unbiased advice, perspective, and judgment to the board of directors. This means this
director is not an employee or top management staff of the company.
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Executive Directors are usually responsible for overseeing and managing company's or
organisation's day-to-day operations necessary for business success and growth. Ang duties and
responsibilities ng isang excutive directors is to make decisions for operational duties, provide
contructive feedback, review financial info and reports and many more.
An executive director is a member of a company's board of directors who is actively involved in the
day–to–day management of the company, while a non–executive director (NED) is a member of the
board who is not involved in the day–to–day management of the company.
A non-executive director is a member of a company's board of directors who is not part of the
executive team. This director typically does not engage in the day-to-day management of the
organization but is involved in policymaking and planning exercises.
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