GOVERNANCE


Responsibilities of the Board

The overall stewardship of our company rests on the Board of Directors, the highest governing authority within CHI’s management structure. The Board is responsible for the company’s long-term success and sustained global competitiveness. It ensures that CHI’s obligations to its stakeholders are met while adhering to the principles of sound corporate governance as a model of best practices in the corporate sector.

Through this report, we attempt to make known to our stockholders and other stakeholders the fiduciary roles, responsibilities, and accountabilities of the Board as provided under the law, the company’s articles and bylaws, and other legal pronouncements and guidelines.

 

Board Duties and Responsibilities

The duties and responsibilities of the Board of Directors include, but are not limited to, the following:

  • Act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the corporation, its shareholders and other stakeholders;
  • Ensure good governance of the corporation and establish the vision and mission, strategic objectives and key policies and procedures for the management of the corporation, as well as the mechanism for monitoring and evaluating management’s performance;
  • Oversee the development of and approve the corporation’s business objectives and strategy, and monitor their implementation, in order to sustain the corporation’s long-term viability and strength;
  • Ensure that it is headed by a competent and qualified chairperson;
  • Adopt an effective succession planning program for directors, key officers and management to ensure growth and a continued increase in shareholder value. This includes adopting a policy on the retirement age for directors and key officers as part of management succession and to promote dynamism in the corporation;
  • Align the remuneration of key officers and board members with the long-term interests of the company;
  • Be primarily responsible for approving the selection and assessing the performance of the management led by the Chief Executive Officer (CEO), and control functions led by their respective heads (Chief Risk Officer, Compliance Officer, and Chief Audit Executive);
  • Establish an effective performance management framework that will ensure that the management, including the Chief Executive Officer, and personnel’s performance is at par with the standards set by the Board and senior management;
  • Guarantee that an appropriate internal control system is in place, and set up a mechanism for monitoring and managing potential conflicts of interest of management, Board members, and shareholders;
  • Approve the Internal Audit Charter upon endorsement by the Audit Committee; and
  • Oversee that a sound enterprise risk management (ERM) framework is in place to effectively identify, monitor, assess, and manage key business risks. This framework guides the Board in identifying units/business lines and enterprise level risk exposures, as well as the effectiveness of risk management strategies

The Board has a charter which contains clear and specific guidelines on internal processes, particularly the types of decisions requiring Board approval.

Thus far, the Board has approved and adopted the company’s mission and core values as well as a Board calendar which allows for a periodic review of the company’s governance charter and its corporate strategy map with its corresponding performance scorecards.

Our management committee keeps the Board updated on issues concerning the company’s strategy, risk management, and compliance, and explains any deviation from the approved plans and targets.