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 by-laws, and other legal pronouncements and guidelines.


Board Duties and Responsibilities

The Board is driven by the company’s mission and vision statement as follows:

“We shall be the premier real estate company in the region, creating and enhancing integrated, masterplanned, and sustainable mixed-use developments through a customer- focused and empowered team of professionals. We ensure the trust and confidence of our stakeholders with sustainable growth while improving the quality of life of the communities we serve with passion and integrity”

This is reviewed by the Board as necessary or at least annually as an agenda through its regular scheduled Board meetings.

The Board Charter serves as a guide to the directors in the performance of their functions. It states the duties and responsibilities of the Board of Directors including, but 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.
  • Periodical review of business objectives and strategies at both the business unit and Board level (i.e., monthly, quarterly, and as needed);
  • 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 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);
  • Conduct an annual self-assessment of its performance, including the performance of the Chairman, individual members and committees, through engaging an external facilitator who would conduct the process every three (3) years. The facilitator can be any independent party such as, but not limited to, a consulting firm, an academic institution, or a professional organization;
  • Establish an effective performance management framework and internal self-rating system 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 charter which contains clear and specific guidelines on internal processes, particularly the types of decisions requiring Board approval.

The Board is responsible for the approval and adoption of a corporate policy and corresponding strategy, with proactive oversight of strategy execution. Thus far, it has approved and adopted the company’s mission and core values as well as a Board calendar which allows for a perodic review of the company’s governance charter andits corporate strategy map with its corresponding performance metrics and targets. The assessments of actual performance against targets are regularly conducted.

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.


Decisions Requiring Board Approval

The Board, through its various committees, is responsible for approving certain decisions that impact the Company greatly. The following decision points require approval of the Board before the departments involved are allowed to proceed.

  • Declaration of annual dividends to shareholders
  • Material or significant related party transactions
  • Any revisions and/or updates for the Internal Audit Plan within the year
  • Corporate policy and corresponding strategy
  • Appointment of some executive officers
  • Changes or revisions to the Related Party Transactions Review Committee charter
  • Retention of an independent director in the same capacity after nine years
  • Remuneration for CEO and management officers
  • Appointment, reappointment, removal, and fees of the external auditor
  • The Company’s mission, core values and Board calendar