GOVERNANCE


Board Structure/ People on the Board

Board Structure

The Board is composed of nine members, three of whom are independent directors. The Board designated a Lead Director among the independent directors who, as per the Corporate Governance provision, should the Chairman not be an independent director. Consul Enrique L. Benedicto is the Lead Director of CHI. The functions of the lead director include, among others, the following:

  • Serve as intermediary between the Chairman and the other directors when necessary;
  • Convene and chair meetings of non-executive directors; and
  • Contribute to the performance evaluation of the Chairman, as required.

Charter of the Board of Directors

 

Independent Directors

The company defines independent directors as having no interests, relationships, or previous engagements with CHI in any capacity that may interfere with their exercise of independent judgment. Independent directors may serve for a period of not more than nine years and may hold only up to five board seats simultaneously.

We comply with the SEC rules on the nomination and election of an independent director, and with the PSE requirement. CHI has three independent directors.

 

Board Committees

As the Board of Directors is responsible to shareholders in ensuring that value is created and sustained, Committees assist the Board of Directors to fulfill its responsibility for oversight of the corporation’s corporate governance processes, particularly with respect to audit, risk management, related party transactions, and other key corporate governance concerns, such as nomination and remuneration.

The composition, functions, and responsibilities of all committees are contained in their respective Committee Charters available at our website.

The Board has created committees to which it delegates parts of its rights and responsibilities. The committees are composed of Board members specifically chosen for their particular background and areas of expertise suitable to the functions assigned to the committee.

These committees are: Executive Committee, Audit Committee, Corporate Governance and Nomination Committee, Personnel and Compensation Committee, Risk Oversight Committee, Related Party Transactions Review Committee and Sustainability Committee. They all have free and full access to relevant information, data, records, and personnel of the company.

In 2017, the Board has created a Corporate Governance and Nomination Committee and Related Party Transactions Review Committee with respective charters. The Risk Committee was renamed as Risk Oversight Committee. The Risk Oversight Committee and Audit Committee also updated their respective charters.

 

People on the Board Chairman and President and CEO

The chairman and the CEO have separate roles to ensure Board independence from management, an appropriate balance of power and increased accountability. Of the nine members of the Board, only the president and CEO is an executive director. The rest are non-executive or independent directors who are neither officers nor consultants of the company.

The current chairman of the Board is Anna Ma. Margarita B. Dy who assumed the position in April 24, 2017. As chairman,she acts as the legal representative of the company and has the following roles and responsibilities:

  • Makes certain that the meeting agenda focuses on strategic matters, including the overall risk appetite of the corporation, considering the development in the business and regulatory environments, key governance concerns, and contentious issues that will significantly affect operations;
  • Guarantees that the Board receives accurate, timely, relevant, information
  • Facilitates discussions on key issues by fostering an environment conducive for constructive debate and leveraging on skills and expertise of individual directors;
  • Ensures that the Board sufficiently challenges and inquires on reports submitted and representations made by management;
  • Assures the availability of proper orientation for first-time directors and continuing training opportunities for all directors; and

Makes sure that performance of the Board is evaluated at least once a year Moreover, the chairman shall ensure that all directors are allowed to freely express their opinions about any matter being discussed.

The current president and CEO is Aniceto V. Bisnar, Jr. who assumed the position in January 2015.

The CEO has the following roles and responsibilities:

  • Determines the corporation’s strategic direction and formulates and implements its strategic plan on the direction of the business;
  • Communicates and implements the corporation’s vision, mission, values and overall strategy and promotes any organization or stakeholder change in relation to the same;
  • Oversees the operations of the corporation and manages human and financial resources in accordance with the strategic plan;
  • Has a good working knowledge of the corporation’s industry and market and keeps up-to-date with its core business purpose;
  • Directs, evaluates and guides the work of the key officers of the corporation;
  • Manages the corporation’s resources prudently and ensures a proper balance of the same;
  • Provides the Board with timely information and interfaces between the Board and the employees;
  • Builds the corporate culture and motivates the employees of the corporation; and
  • Serves as the link between internal operations and external stakeholders.