Roles and Responsibilities of PEATC's Board of Directors, Officers, and Committees, Exams of Business Accounting

Download Roles and Responsibilities of PEATC's Board of Directors, Officers, and Committees and more Exams Business Accounting in PDF only on Docsity! D ; = = te s QO MANUAL OF CORPORATE GOVERNANCE 2 PREAMBLE As a Government-Owned and Controlled Corporation, it is the policy of PEA Tollway Corporation (PEATC) to ensure that its governance is carried out in a transparent, responsible and accountable manner and with utmost degree of professionalism and effectiveness. The Board of Directors of PEATC hereby adopts this code of good public corporate governance as a guiding principle to significantly enhance the corporate organization of PEATC and make it a recognized partner of the government in sustaining transport development. 5 m. “Extra Ordinary Diligence” refers to the measure of care and diligence that must be exercised by Directors and Officers in discharging their functions, in conducting the business and dealing with the properties and monies of PEATC, which is deemed met when Directors and Officers act using the utmost diligence of a very cautious person taking into serious consideration all the prevailing circumstances and material facts, giving due regard to the legitimate interests of all affected stakeholders. n. “Fit and Proper Rule” refers to a set of standards for determining whether a member of the Board of Directors or the President is qualified to hold a position in a GOCC which shall include, but not limited to, standards on integrity, experience, education, training and competence as such standards are set forth under GCG Memorandum Circular No. 2012-05. o. “Government-Owned or Controlled Corporation” (“GOCC”) refers to any agency organized as a stock or non-stock corporation, vested with functions relating to public needs, whether governmental or proprietary in nature and owned by the Government of the Republic of the Philippines, directly or through its instrumentalities, either wholly or, where applicable, as in the case of stock corporations, to the extent of at least a majority of its outstanding capital stock. The term includes Government Instrumentalities with Corporate Powers (“GICP”), Government Corporate Entities (“GCE”) and Government Financial Institutions (“GFI”). p. “Management” refers to the body given the authority to implement the policies determined by the Board in directing the course and business and activities of PEATC. q. “Material Information” (“Material Fact”) refers to information which a reasonable investor, stakeholder or Supervising Agency would consider important relating to corporate acts, contracts and transactions which would adversely affect the operations of the GOCC. r. “Officers” refer to both Board Officers and Executive Officers. 6 s. “Per Diems” refer to the compensation granted to members of the appointive board of directors of PEATC for actual attendance in meetings. t. “Performance Evaluation System” (“PES”) refers to the process of appraising the accomplishments of PEATC in a given fiscal year based on set performance criteria, targets and weights. u. “Performance Scorecard” refers to a governance and Management tool forming part of the performance evaluation system which consists of a set of measures, targets and initiatives that facilitate the achievement of breakthrough results and performance through the effective and efficient monitoring and coordination of the strategic objectives of PEATC. v. “Public Officials” or “Public Officers” refer to elective and appointive officials and employees, whether permanent or temporary, whether in career or non-career service, whether or not they receive compensation regardless of amount, who are in the National Government, and all other instrumentalities, agencies or branches of the Republic of the Philippines, including government- owned-or-controlled corporations and their subsidiaries. w. “Shareholder” refers to the Philippine Reclamation Authority (PRA) being the sole owner of the corporation. x. “Stakeholder” refers to any individual or entity for whose benefit the PEATC has been constituted, or whose life, occupation, business or well-being is directly affected, whether favorably or adversely, by the regular transaction, operations, or pursuit of the business or social enterprise for which the GOCC has been constituted, and which would include a stockholder, member or other investor in the GOCC, management employees, supply creditors or the community in which the GOCC operates. y. “Strategy Map” refers to an integrated set of strategic choices or objectives drawn by the governing body, the successful execution of which results in the achievement of the PEATC’s vision in relation to its mission or purpose for having been created. 7 II. Rules of Interpretation a. Unless otherwise indicated in this Code, any reference to a singular, shall apply as well to the plural, and vice-versa. b. All references to the masculine gender in the salient provisions of this Manual shall likewise cover the feminine gender. c. All doubts or questions that may arise in the interpretation or application of this Code shall be resolved in favor of promoting transparency, accountability and fairness to the stakeholders of the corporation. III. The PEATC Board of Directors The PEATC Board of Directors ensures good corporate governance in the Company. It acts in the interest of PEATC and effectively monitors Management actions in performing its mandate in accordance with the PEATC Articles of Incorporation and By-Laws. a. Board Directly Vested with Corporate Powers. Having been vested directly by law with the legal capacity and authority to exercise all corporate powers, conduct all the business, and to hold all the properties of PEATC, the Board of Director is primarily responsible for the governance of the PEATC. Consequently, it is the Board and not the Management that is primarily accountable to the State for the operations and performance of PEATC. b. Board Duty to Properly Select and Provide Independent Check on Management. Concomitant with the power to nominate and elect the President and to appoint other Officers of PEATC, it is the duty of the Board to ensure that they employ only Officers who are fit and proper to hold such offices with due regard to their qualifications, competence, experience and integrity. The Board is therefore obliged to provide an independent check on Management. c. Mandate and Responsibility for PEATC’s Performance. Although the day-to-day management of the affairs of the PEATC is vested with Management, the Board is, however, responsible for providing policy directions, monitoring and overseeing Management actions, as provided for under relevant legislations, rules and regulations. These mandated functions and responsibilities include the following: 10  Identify and monitor, and provide appropriate technology and systems for identification and monitoring of, key risks and key performance areas;  Adopt, implement and oversee the process of disclosure and communications;  Constitute an Audit Committee and such other specialized committees as may be necessary, or required by applicable regulations, to assist the Board in discharging its functions; and  Conduct and maintain the affairs of PEATC within the scope of its authority, as prescribed under applicable laws, rules and regulation. e. Composition of the PEATC Board of Directors. The PEATC Board shall be composed of a Chairman and six (6) members, all of whom are appointed by the President of the Philippines. f. Fiduciary capacity of Board members. A PEATC Board Membership is a position of trust and confidence and as such, acts on the best interest of PEATC and devotes time and attention necessary to the proper discharge of his duties and responsibilities. g. Multiple Board Seats. The capacity of Appointive Directors to serve with diligence shall not be compromised. As such, no Appointive Director may hold more than two (2) other Board seats in other GOCCS, Subsidiaries and/or Affiliates. h. Appointment of Appointive Directors.  All Appointive Directors in PEATC shall be appointed by the President of the Philippines from a shortlist prepared by the GCG.  The selection and nomination and shortlisting of prospective Appointive Directors shall be pursued in accordance with the rules and criteria formulated by the GCG, which shall include the following statutorily-mandated conditions, thus: o The GCG shall cause the creation of search committees to pursue the process of selection, nomination and shortlisting of prospective appointees; 11 o All nominees included in the list submitted by the GCG to the President shall meet the Fit and Proper Rule and such other qualifications which the GCG may determine taking into consideration the unique requirements of PEATC. o The GCG shall ensure that the shortlist shall exceed by at least fifty percent (50%) of the number of Directors to be appointed; and o In the event that the President does not see fit to appoint any of the nominees included in the shortlist, the President shall ask the GCG to submit additional nominees. i. Fit and Proper Rule. All members of the Board, the President and other Officers of PEATC shall be qualified by the Fit and Proper rule adopted by the GCG in consultation and coordination with PRA and approved by the President. To maintain the quality of management of PEATC, the GCG in coordination with the PRA, shall, subject to the approval of the President, prescribe, pass upon and review the qualifications and disqualifications of individuals appointed as Directors, President and other Executive Officers and shall disqualify those found unfit. In determining whether an individual is fit and proper to hold the position of an Appointive Directors, President or Executive Officer of PEATC due regard shall be given to one’s integrity, experience, education, training and competence. j. Term of Office of Appointive Director  Pursuant to Section 17 of the Act, the term of office of each Appointive Director shall be for one (1) year, unless sooner removed for cause: Provided, however, that each Appointive Director shall continue to hold office until the successor is appointed or qualified.  By virtue of the provisions of Section 17 of the Act, notwithstanding any provision in the Articles of Incorporation, the one (1) year Term of Office of all Appointive Directors shall begin on 01 July of the year of appointment and ending on 30 June of the following year. 12  An appointive director may be nominated by the GCG for re- appointment by the President only if one obtains a performance score of above average or its equivalent or higher in the immediately preceding year of tenure as Appointive Director based on the performance criteria for Appointive Directors adopted by PEATC.  Appointment to any vacancy shall only be for the unexpired term of the predecessor. k. Board Officers – The Board Officers of PEATC are the Chairman of the Board (who is the highest ranking officer of the Board Officers), the Vice- Chairman, the Corporate Secretary and the Compliance Officer who must all be Filipino citizens.  Chairman of the Board – The Chairman shall, when present, preside at all meetings of the Board. The Chairman’s responsibilities include: o Calling meetings to enable the Board to perform its duties and responsibilities; o Approving meeting agenda in consultation with the President and the Corporate Secretary. o Exercising control over quality, quantity and timeliness of the flow of information between Management and the Board; and o Assisting and assuring compliance with the GOCC’s guidelines on corporate governance. The responsibilities set out above, may pertain only to the Chairman’s role in respect to the Board proceedings, and shall not be taken as a comprehensive list of all the duties and responsibilities of a Chairman. For Legal Purposes, the Chairman of the Board is the Chairman of PRA. .  Vice-Chairman – In the absence of the Chairman of the Board, the Vice-Chairman shall preside at the meetings of the Board. 15 m. Board Committees. The creation of Board Committees and other such oversight bodies enables the members of the Board to efficiently manage their time and ensure the proper understanding and the resolution of all issues affecting PEATC and the proper handling of all other concerns, and allows the Board to effectively utilize the expertise of its Directors. The Board of Directors of PEATC shall therefore constitute the proper committees to assist them in performing their duties and responsibilities providing each of the committees with written terms of reference defining the duties, authorities and the composition of the committees constituted. The committees shall report to the entire Board as a collegial body and the minutes of their meetings shall be circulated to all members of the Board. The existence of the committees shall not excuse the Board of Directors of its collective responsibility for all matters that are within the primary responsibility and accountability of the Board. As a minimum, the PEATC Board shall be supported by the following specialized committees:  Executive Committee. The Board shall appoint from among its members an Executive Committee composed of not less than three (3) members and with the Chairman of the Board being the Committee Chairman. The Executive Committee, in accordance with the authority granted by the Board, or during the absence of the Board shall act by a vote of at least two-thirds (2/3) of its members on such specific matters within the competence of the Board as may from time to time be delegated to the Executive Committee, except with respect to: o Approval of any action for which stakeholder’s approval is also required; o Filling of vacancies on the Board or in the Executive Committee; o Amendment or repeal of any resolution of the Board which its express terms cannot be amended or subject to repeal; o Remittance of cash dividends; and 16 o Exercise of powers delegated by the Board exclusively to other Committees. The Executive Committee shall fix its own rules of procedure. An act of the Executive Committee, which is within the scope of its powers, shall not require ratification or approval for its validity and effectivity, provided however that the Board may, at any time, enlarge or redefine the powers of the Executive Committee. All actions of the Executive Committee shall be reported to the Board at the meeting thereof following such action and shall be subject to revision or alteration by the Board, provided that no rights or acts of third parties shall be affected by any such revision or alteration.  Audit Committee. There shall be an Audit Committee composed of three (3) Directors, whose Chairman should have audit, accounting or finance background. The Committee shall be responsible for the following: o Oversee, monitor and evaluate the adequacy and effectiveness of PEATC’s internal control system, engage and provide oversight of the PEATC’s internal and external auditors and coordinate with the Commission on Audit (COA); o Review and approve audit scope and frequency, and the annual internal audit plan, quarterly, semi-annual and annual financial statements before submission to the Board, focusing on changes in accounting policies and practices, major judgmental areas, significant adjustments resulting from the audit, going concern assumptions, compliance with accounting standards, and compliance with tax, legal, regulatory and COA requirements; o Receive and review reports of internal and external auditors and regulatory agencies and ensure that Management is taking appropriate and corrective actions, in a timely manner in addressing control and compliance functions with regulatory agencies; o Ensure that internal auditors have free and full access to all PEATC’s records, properties and personnel relevant to and required by its functions and that the internal audit activity 17 shall be free from interference in determining its scope, performing its work and communicating its results; and o Develop a transparent financial management system that will ensure the integrity of internal control activities throughout PEATC through a procedures and policies handbook that will be used by the entire organization.  Risk Management Committee. The Risk Management shall be composed of at least three (3) members, with at least one member having a background in finance and investments. The Committee shall have the following functions: o Perform oversight risk management functions specifically in the areas of managing credit, market, liquidity, operational, legal, reputational, and other risks of PEATC and crisis management, which shall include receiving from Senior Management periodic information on risk exposures and risk management activities; o Develop the Risk Management Policy of PEATC ensuring compliance with the same and ensure that the risk management process and compliance are embedded throughout the operations of PEATC especially at the Board and Management level; and o Provide quarterly reporting and update the Board on key risk management issues as well as ad hoc reporting and evaluation of investment proposals.  Governance Committee. The Governance Committee shall assist the Board of Directors in fulfilling its corporate governance responsibilities. The Committee shall be composed of at least three (3) members of Board, and chaired by the Chairman of the Board. The Committee shall be responsible for the following: o Oversee the periodic performance evaluation of the Board and its committees and Management and shall also conduct a self evaluation of their performance; o Decide whether or not a Director is able to and has been adequately carrying out his/her duties as director bearing in mind the director’s contribution and performance (e.g. competence, candor, attendance, preparedness and 20 b. Management Primarily Accountable to the Board. Management is primarily accountable to the Board for the operations of PEATC. As part of its accountability, Management shall provide all members of the Board with a balanced and understandable account of PEATC’s performance, position and prospects on a monthly basis. This responsibility shall extend to interim and other price sensitive public reports to regulators. c. Executive Officers  President. The President is the Chie Executive Officer (CEO) of PEATC and shall be elected annually by the members of the Board from among its ranks as provided for in the By-Laws. He shall be subject to the disciplinary powers of the Board and may be removed by the Board for cause. In addition to the duties imposed on him by the Board, he shall: o Exercises overall supervision and authority over the regular course of business, affairs, and property of the PEATC, and over its employees and officers; o See to it that all orders and resolutions of the Board are carried into effect; o Submit to the Board as soon as possible after the close of each fiscal year, and to the shareholders at the annual meeting, if applicable, a complete report of the operations of the Company for the preceding year, and the state of its affairs; o Report to the Board from time to time all matters which the interest of the PEATC may require to be brought to its notice; and o Exercises such other powers and performs such other duties as the Board may impose upon him.  Vice-President. Like the President, the Vice-President shall likewise be elected annually by the members of the Board from among its ranks. He shall, if qualified, act as President in the absence of the latter. He shall have other powers and duties 21 as may from time to time be assigned to him by the Board of Directors or by the President.  Corporate Treasurer. The Treasurer, who may also be the Chief Financial Officer, shall have charge of the funds, securities, receipts and disbursements of the Company. He shall also have the following functions: o Deposit or cause to be deposited all monies and other valuable effects in the name and to the credit of PEATC or the Joint Venture Companies in compliance with applicable laws, joint venture agreements and rules and regulations: o Regularly and at least quarterly render to the President or CEO or the Board an account of the condition of funds of PEATC and all of his transactions as such; o Ensure fund availability on a timely basis and at the most economical means; o Optimize yields in temporary excess funds, but at the same time ensure the implementation of appropriate risk management measures over the resources; o Provide relevant and timely financial market information; o Perform such other responsibilities as the Board may impose.  Department Managers. Operations o Plans and organizes, controls and supervises execution of all tasks of the central support units in totally coordinated effort with other PEATC units as well as with concerned government and private entities relative to PEATC’s business operations; o Oversees and directs the implementation of investment and infrastructure plans and policies, guidelines and strategies for PEATC business; 22 o Oversees and directs the evaluation and detailed analysis of the viability, technical feasibility, economic and social desirability of a business/investment area. Corporate Support Group o Plans and organizes, controls and supervises execution of all tasks of the central support units in totally coordinated effort with the Operations Group as well as with concerned government entities and investors; o Establishes an effective system of office administration and general management of the PEATC central support units; o Assumes oversight responsibility for the efficient performance of the day-to-day functions of the central support units and resolve other “hands on” managerial issues brought to him by the President; o Renders advisory assistance to the President on matters pertaining to planning and management services, financial services, personnel and general office services; legal services and related matters; o Performs other related managerial and decision-making functions as may be assigned by the President. V. Duties and Obligations of Directors and Officers a. Fiduciaries of the State. Directors and Officers are fiduciaries of the State in that (a) they have the legal obligation and duty to always act in the best interest of PEATC with utmost good faith in all dealings with the properties, interest and monies of PEATC and (b) they are constituted as trustees in relation to the properties, interest and monies of PEATC. b. Directors and Officers as Public Officials. Directors and Officers are also Public Officials as defined by and are therefore covered by the provisions of the Code of Conduct and Ethical Standards for Public Officials and Employees with its declared policies: (a) to promote a high standard of ethics in public service, and (b) Public officials and employees shall at all times be accountable to the people and shall discharge their duties with utmost responsibility, integrity, competence, 25 i. Restitution. Pursuant to Section 24 of the Act upon the determination and report of the COA pursuant to Notice of Disallowance which has become final and executory, that properties or monies belonging to PEATC are in the possession of a Director or Officer of PEATC without authority, or that profits are earned by the Director or Officer in violation of his/her fiduciary duty, or the aggregate per diems, allowances and incentives received in a particular year are in excess of the limits provided under the Act, the Director or Officer receiving such properties or monies shall immediately return the same to PEATC. Failure by a Director or Officer to make the restitution within thirty (30) days after a written demand has been served shall, after trial and final judgment. Subject such Director or Officer to the punishment of imprisonment for one (1) year and a fine, equivalent to twice the amount to be restituted and, in the discretion of the court of competent jurisdiction, disqualification to hold public office. j. Formal Charter of Expectations. In addition to fulfilling the specific functions of the Board as enumerated in Section III.d hereof, each Member of the Board is also expected to:  Conducting fair business transactions with PEATC and ensuring that personal interest does not compromise Board decisions;  Developing time and attention necessary to properly discharge duties and responsibilities;  Acting judiciously by thoroughly evaluating the issues and seeking clarifications when necessary;  Exercising independent judgment by viewing each problem or situation and stating their own position even though it might be unpopular;  Gaining a working knowledge of the statutory and regulatory requirements affecting PEATC, including the contents of its Articles of Incorporation and By-Laws, and applicable laws, rules and regulations; 26  Observing confidentiality of non-public information acquired by reason of his position and not disclosing any information to any person without authority of the Board; and  Ensuring the presence and adequacy of internal control mechanisms and good governance. k. Limits to Compensation, Per Diems, Allowances and Incentives. Pursuant to Section 23 of the Act, the compensation of the Members of the Board of Directors and Officers shall have the following components:  Per diem for every board meeting actually attended; and  Performance-Based Incentives that may be allowed based on agreed upon metrics as provided under Section 11 of Executive Order No. 24, Series of 2011.  Members of the Board shall receive a per diem based on the PEATC classification approved by the GCG. The per diem collected per month shall not exceed the equivalent of four (4) meetings and shall further be subject to the limits set forth in Sections 9 and 10 of Executive Order No. 24, Series of 2011. Any increases from the current rates of per diems being granted shall take effect only upon approval by the President of the Philippines.  Directors shall not be entitled to retirement benefits acting as such directors. l. No Gift Policy. PEATC adopts a “No Gift Policy”. A Director or Officer shall not solicit, nor accept directly or indirectly, any gift, gratuity, favor, entertainment, loan or anything of monetary value (“gift”) from any person where such Gift:  Would be illegal or in violation of law;  Is part of an attempt or agreement to do anything in return;  Has a value beyond what is normal and customary in PEATC’s business;  Is being made to influence the member of the Board’s or Officer’s actions as such; or  Could create the appearance of a conflict of interest. 27 m. Duty of Confidentiality. Pursuant to their duties of diligence and loyalty, a member of the Board or an Officer shall not use or divulge confidential or classified information officially made known to them by reason of their office and not made available to the public, either: (a) to further their private interests or give undue advantage to anyone; or (b) which may prejudice the public interest. VI. Obligations of PEATC to Directors and Officers a. Providing for Staff Support to Directors. PEATC shall provide the members of the Governing Board with reasonable support staff and office facilities to allow them to properly discharge their duties and responsibilities. b. Obtaining of Directors and Officers Liability Insurance (DOLI). Having imposed the highest level of responsibility and accountability on the members of the Board and Officers, i.e., that of extraordinary diligence, it is equitable that when PEATC itself and/or members of the Board and Management are hailed before tribunals on matters that are within the official functions and capacity and on matters where business judgment has been exercised in good faith, that there be proper recovery of the costs of litigation and the judgment liability imposed. It is prudent measure therefore for PEATC to obtain “Directors and Officers Liability Insurance” (DOLI) coverage for itself and the members of the Governing Board and Officers against contingent claims and liabilities that may arise from, as well as the expenses that may be incurred in prosecuting, the actions that may be filed against PEATC arising from the actions of the Governing Board and/or Management that may cause loss or damage to third parties. Nothing in this section shall be construed as to authorize the reimbursement of the incurring costs, such as the payment of premiums on DOLI coverage, by PEATC on the litigation expenses incurred and the judgment liability decreed against a Director or Officer for breach of any of his fiduciary duties or for fraud committed in the performance of his or her duties to PEATC and/or its stakeholders. VII. Corporate governance on conflict of interest 30 b. Hierarchy of Interest of Stakeholders in PEATC - While PEATC recognizes and values the interests of each of its stakeholders, the company gives primordial consideration in all its undertakings to the government’s interest above all other factors and parties. PEATC secondly considers its business partners’ interest in all company dealings. PEATC recognizes that the private sector plays a vital role in the company’s operations and existence. Last in the hierarchy is employees’ interest. While being at the lowest echelon, it must be emphasized that PEATC highly values its human capital. They form part and parcel to the efficient operations of the company towards its fulfillment of its mandate and in ensuring that PEATC serves the interest of its other primary stakeholders-the government and its business partners. c. Relations with Stakeholders. The PEATC shall recognize the rights of stakeholders, established by law or through mutual agreements and shall encourage active cooperation with its various stakeholders in the provision of maximized economic and social benefits of its investments and ensuring financial sustainability of its operations. For its part, the PEATC shall remain steadfast in its commitment to be equally transparent and consultative to all its stakeholders as embodied in its Vision and Mission Statements.  Duty to be Responsive to Stakeholders. The PEATC Board of Directors and Officers accept the position fully aware that he assumes certain responsibilities not only to PEATC but also with different constituencies or Stakeholders, who have the right to expect that PEATC is being run in a prudent manner and with due regard to the interests of all its Stakeholders as enumerated in Section VIII.a.  Communication with Stakeholders. PEATC abides by the principle of transparency in government transactions. It strictly observes the 15-day period mandated by Civil Service Rules within which to address all communications from the public, be it electronically or through traditional means of communication. PEATC has also a website in which duly approved company Disclosures are announced. PEATC’s citizens charter is also positioned at the company’s main gate and other offices serving the public for easy and immediate access of company clients. 31  System of addressing conflict in the interest of PEATC’s stakeholders. The Company follows a Manual of Approvals which defines the limits and powers of the Board of Directors and Management in all company decisions. In case of conflict of interest by its stakeholder, the PEATC Board of Directors gives due consideration and weight to each stakeholder’s interest in accordance with the system of hierarchy stated above. The company as well adheres and adopts the principles embodied in the alternative dispute resolution system to settle disputed between and among its stakeholders.  System of Accounting How PEATC has served the Interest of its Stakeholders. PEATC takes concerted effort in gathering its stakeholder’s evaluation of the company’s performance relative to serving its stakeholders’ interest. d. Corporate Social Responsibility Statement. PEATC’s Corporate Social Responsibility embodies its commitment to contribute to the social development of the communities the Company serves while addressing the needs of the employees, customers, investors, suppliers, regulators and other stakeholders leading to a sustainable and mutually rewarding long-term relationships. PEATC’s social responsibility is anchored on:  Human Resources. PEATC shall nurture a work environment that promotes personal and professional growth.  Equal Opportunity and Respect. PEATC shall provide and promote equal employment opportunities and maintain a workplace that ensures respect and dignity for all.  Health and Safety. PEATC shall ensure that a healthy and safe working environment is in place for all its employees and the people doing business with the Company.  Environment. PEATC shall contribute in the preservation of our environment through environmental and habitat enhancement and shall continuous improve natural resource conservation 32 through our Cavitex Advocates for the Restoration of Environment (CARE) initiated programs. e. CSR Principles. As an integral part of the National Government, PEATC is inherently mandated to be socially responsible, to act and operate as good corporate citizens. The Governing Board shall recognize and perform the PEATC obligations to the National Government, its major stakeholders, employees, suppliers, customers and other stakeholders and the communities in which it operates. The Board shall apply high ethical standards in the organization with checks and balances that will ensure the corporation is protected from deviation from these standards in the course of the interaction of business considerations with political and public policy ones. PEATC shall develop an internal code of ethics that would give clear and detailed guidance as to the expected conduct of all employees and disciplinary measures for non-compliance therewith. The internal code of ethics should include guidance on procurement processes, as well as develop specific mechanisms protecting and encouraging stakeholders, and particularly employees, to report on illegal or unethical conduct by corporate officers. f. Recognition and respect of stakeholders’ rights established by law or through mutual agreements. The PRA, as the sole shareholder of PEATC, controls the decision-making and is in a position to decide to the detriment of the stakeholders. PEATC shall establish mechanisms and procedures to protect stakeholder rights. Recognizing the vital contribution of other stakeholders, PEATC shall ensure that stakeholders have access to relevant, sufficient and reliable information on a timely and regular basis to be able to exercise their rights and has access to legal redress in the event of their rights are violated. g. Development, Implementation and Compliance Programs for Internal Code of Ethics. PEATC Board shall apply high ethical standards in the corporation with checks and balances that ensures the corporation is protected from deviation from these standards in the course of interaction of business considerations with political and public ones. PEATC shall develop internal codes of ethics that would give clear and detailed guidance as to the expected conduct of all employees and disciplinary measures for non-compliance therewith. The internal code of ethics includes guidance on procurement processes, specific mechanisms protecting and encouraging shareholders, particularly employees, to report on illegal or unethical conduct by corporate officers. The code of ethics shall be developed in a participatory way in 35 o Brief statement on PEATC’s background, date of creation and establishment, history, function and mandate; o Government Corporate Information Sheer (GCIS) as mandated by the GCG in its Memorandum Circular No. 2012-01.  On the PEATC Board and Officers: o Complete list of the PEATC Directors and officers with their attached resumes and their memberships in Board Committees; o Complete compensation package of Board Members and Officers, including travel, representation, transportation and any other form of expenses or allowances; o Information on Board Committees and their activities; and o Attendance record of Directors in Board and Committee meetings.  On Financial and Operational Matters: o PEATC’s latest Annual Audited Financial and Performance report within thirty (30) days from receipt of such Report; o Audited Financial Statements in the immediate past three (3) years; o Quarterly and Annual Reports and Trial Balances; o Current Corporate Operating Budget (COB); o Local and Foreign Borrowings, if any; o Government Subsidies and net lending, if any; o All borrowings guaranteed by the Government, if any; o Any material risk factors and measures taken to manage such risks, and o Performance Evaluation System (PES). 36  On Governance Matters: o Charter Statement/Mission-Vision Statements; o Performance Scorecards and Strategy Map; o Organizational Chart; o Manual of Corporate Governance; o CSR Statement; and o Balance Scorecard.  Such other information or report that the GCG may require. c. List of Disclosures of the Members of the Board of Directors. In addition to those stated in Sec. 10.2.2, the PEATC Board of Directors shall timely disclose the following information as required by law and the Code of Corporate Governance:  Statement of Assets, Liabilities and Net Worth;  Extent of their business interest or potential conflict of interest with PEATC’s business transactions including all material information required by the GCG and by law. Any question about an actual or potential conflict of interest by a Director shall be disclosed and brought promptly to the attention of the Compliance Officer who will review the matter and determine an appropriate course of action therefor.  Sworn statement/certification by the Board Director that he/she possesses the qualifications and none of the disqualifications pertaining to his position as provided for under the Fit and Proper Rule of the GCG. d. PEATC Manual of Corporate Governance. PEATC, acting through its Governing Board has promulgated and adopted this herein Manual of Corporate Governance in accordance with the Code of Corporate Governance. The Manual contains the following items: 37  Detailed responsibilities of the members of the Board, which shall be available to all stakeholders of PEATC and to the public;  Formal Charter or expectations that each Director shall sign and committed to;  List of Disclosures to be made by the Directors;  Statement by the Directors confirming the truth and fairness of PEATC’s financial statements similar to a Statement of Management Responsibility; and  List of Fines and other consequences when Directors violate or omit to carry out duties, under applicable Law. The Manual is available for inspection by any identified stakeholder of PEATC at reasonable business days. e. PEATC as an Active Participant in the Integrated Corporate Reporting System (ICRS). In the pursuit of national development and providing better service to the public, and to ensure PEATC’s faithful performance of its mandate using the standards of good governance, transparency, accountability and responsibility, PEATC acting through its Board and Management commits to be an active and responsible member and contributor to the ICRS that shall be developed by the GCG. f. Mandatory Reports. The PEATC Board shall regularly submit, as may be required by the GCG and other Government Agencies, the following:  Performance Scorecards;  Implementation of the audit recommendations of COA; and  Compliance with commitments on servicing loans to, and borrowings guaranteed by the National Government, if any. g. Other Reportorial Requirements. PEATC shall also submit to the GCG periodically in electronic form the following:  Common Form Financial Statements based on annual Audited Financial Statements within thirty (30) days from receipt of the report;