GOVERNANCE


Board and Committee Meetings and Attendance

Board meetings are scheduled at the beginning of the year. The Board shall designate the days when it shall meet, at a time and place determined by its Chairman, with further meetings to occur when deemed necessary by the Chairman or at least the request of two directors. The Board shall meet in person, teleconference or video conferencing facility or through such other similar means.

Two-thirds of the number of directors as fixed in the articles of incorporation shall constitute a quorum for the transaction of corporate business.

Directors are encouraged to attend all Board meetings, either in person or via teleconferencing facility. A minimum attendance of more than 75 percent for all Board meetings shall be required for a director to be eligible for re-election except in cases where a director contracts illness, death in the immediate family, serious accident or performs civic obligations.

In Board and Committee meetings, the director should review meeting materials and if called for, ask the necessary questions or seek clarifications and explanations.

The Board may, to promote transparency, require the presence of at least one independent director in all of its meetings. However, the absence of an independent director shall not affect the quorum requirement if he is duly notified of the meeting but notwithstanding such notice fails to attend.

In 2019, the Board had four regular and organizational meetings. All the board members attended at least 75 percent of the meetings for the year. The Executive Committee likewise convenes regularly in lieu of the Board. Attendance of all directors is detailed in the table found on Attendance of Officers in 2019.