2009 Circular (Revised Code of Corporate 2016 Circular (Code of Corporate
Governance) Governance for Publicly-Listed
1. Application PALS (Public, Assets more than 50 M,
Listed, Secondary Licenses)
2. Composition of the Board 5-15 members (except for mergers)
At least 2 independent directors/20% of
the members of the board, whichever is
lesser, in no case be less than 2
3. Composition of the Audit At least 3 directors, who shall preferably
Committee have accounting and finance
backgrounds, one is an independent
director and 1 with audit experience.
Chairman of the Audit Committee must
be an independent director
Companies) – applied if silent
Publicly-listed companies only
Majority of non-executive directors
At least 3 independent directors, or such
number that constitutes at least 1/3 of
the members of the Board, whichever is
higher (always round up)
The Board’s independent directors should
serve for a maximum cumulative term of
nine years. After which, the independent
director should be perpetually barred
from re-election as such in the same
company, but may continue to qualify for
nomination and election as a non-
independent director (may be retained
as independent director by meritorious
justification and shareholder’s approval
during annual shareholders’ meeting)
At least 3 NON-EXECUTIVE DIRECTORS,
majority of whom, including the
chairman, must be independent
ALL of the members of the Audit
Committee must have relevant
knowledge, skills, and/or experience in

4. Functions of the Audit Committee
5. Fostering Commitment/Duties
and Responsibilities
the areas of accounting, auditing and
finance
Chairman of the Audit Committee should
not be the Chairman of the Board/any
other committee
In case the company does not have a
Board Risk Oversight Committee and/or
Related Party Transactions Committee,
performs the functions of such
committees
(not sure if difference, but inemphasize ni
sir during the discussion for publicly-listed
companies) The Audit Committee meets
with the board at least every quarter
without the presence of the CEO or other
management team members, and
periodically meets with the head of the
internal audit.
The directors should attend and actively
participate in all meetings of the Board,
Committees, and Shareholders in person
or through tele-/videoconferencing,
except when justifiable causes such as
illness, death in the immediate family and
serious accidents, prevent them from
doing so.

6. Positions of the Chairman and the
CEO
7. NEDs separate periodic meetings
As much as practicable, be separate to
foster an appropriate balance of power.
May be unified but proper checks and
balances should be laid down.
The absence of a director in more than
50% of all regular and special meetings of
the Board during his/her incumbency is a
ground for disqualification in the
succeeding election, unless the absence is
due to justifiable causes.
The non-executive directors of the Board
should concurrently serve as directors to
a maximum of five publicly-listed
companies.
Must be separate and each individual
should have clearly defined
responsibilities.
The NEDs should have separate periodic
meetings with the external auditor and
heads of the internal audit, compliance
and risk functions, without any executive
directors present to ensure that proper
checks and balances are in place within
the corporation