GOVERNANCE

Board Structure/ People on the Board

Board Structure

The Board is composed of nine members, three of whom are independent directors. The Board has designated a Lead Director among the independent directors per the Corporate Governance provision should the Chairman not be an independent director. The Chairman is a non-executive director. Currently, 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. The independent directors shall possess all the qualifications (and none of the disqualifications) to hold the positions.

Independent directors may serve for a period of not more than nine years and may hold only up to five board seats in publicly-listed companies simultaneously.

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 purpose, composition, functions, and responsibilities of all committees are contained in their respective Committee Charters available at our website. These charters provide standards for evaluating the performance of the committees.

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.

The established committees are the following:

  • Executive Committee
  • Audit Committee
  • Corporate Governance and Nomination Committee
  • Personnel and Compensation Committee
  • Risk Oversight Committee,
  • Sustainability Committee
  • Related Party Transactions Review Committee

For a full description of the powers, duties, and responsibilities of each committee, visit Board Committee

 

People on the Board

Directorship

The Board of Directors has nine members, majority of whom are independent and/ or non-executive directors who possess the necessary qualifications to effectively participate and help secure objective, independent judgment on corporate affairs and to substantiate proper checks and balances.

For CHI, the board is composed of the following members:

  • Non-executive Directors = 4
  • Independent Directors = 3
  • Executive Directors = 2

 

Chairman and President and CEO

Of the nine members of the Board, the president and the treasurer are executive directors. 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 on April 24, 2017. As chairman, she acts as the legal representative of the Company and has the following roles and responsibilities properly assesses reports made by Management and assures Board performance is evaluated at least yearly.

The current president is Aniceto V. Bisnar, Jr. who assumed the position in January 2015. The former president was Francis O. Monera who retired from the Company as of December 31, 2014.

 

Corporate Objectives

The Board and management committee ensure that the Company achieves its objectives with the implementation of set strategies, maximizing efficiency of operations, exploring ways to grow the business, and ensuring the sustainability of the Company.

 

Shareholder Value Creation

Our Company seeks to consistently improve its business fundamentals and prospects to deliver increasing value to our shareholders’ investments. Our strategies, business models, and operating plans are all oriented towards achieving consistent progress in all aspects of the business and the value we create.

We focus on growth, profitability, return on equity, asset efficiency, and total shareholder return as key result areas for our management team on a corporate, divisional, and individual level. These form the basis of incentives such as management promotions, allocation of a performance-based cash bonus, and executive stock ownership plan grants.

 

Compliance Officer

Ma. Luisa D. Chiong is currently CHI’s Chief Financial Officer and Compliance Officer. She is not a member of the Board of Directors.

She ensures strict adherence to the Code of Corporate Governance and to the rules and regulations of regulatory agencies.

She is also responsible for reporting any violations to the Board.

To ensure stricter monitoring and timely compliance with regulations, we have also identified all regulatory requirements of our business operations and put in place an electronic monitoring system for compliance. The system covers all our units, including our business partners or contractors.