At least 3 qualified non-

executive director including

the Chairperson Independent director

Must have relevant background in

areas of accounting, finance and
audit
AUDIT COMMITEE

Its Chair should not be the

Chair of the Board

Enhances its capability

over the company’s

PRINCIPLE 3: At least 3 directors

INDEPENDENT DIRECTOR
ESTABLISHING BOARD CORPORATE GOVERNANCE including the Chairperson
COMMITEES COMMITEE

Tasked to assist the Board in the

performance of its corporate
governance responsibilities

Recommended for issuers with debt

BOARD RISK OVERSIGHT securities and for companies with high
COMMITEE risk profile

ENTERPRISE RISK MANAGEMENT

Ensures an effective and integrated risk

management process
 absence of a director
in more than fifty
percent (50%) of all
devote the time and attention necessary to regular and special
properly and effectively perform their duties and meetings of the Board
responsibilities during his
incumbency is a
ground for
disqualification in the
attend and actively participate in all meetings of the Board,
succeeding election,
Committees, and shareholders/members in person or
unless the absence is
through tele-/videoconferencing
due to illness, death
PRINCIPLE 4: in the immediate
family, serious
FOSTERING COMMITMENT
accident or other
unforeseen or
fortuitous events.

serve as directors to a maximum of ten (10)

public companies and/or registered issuers.
However, the maximum concurrent
directorship shall be five (5) public
companies and/or registered issuers if the
director also sits in at least three (3)
publicly-listed companies.
 endeavor to exercise an objective
and independent judgment on all
corporate affairs.

be composed of a majority of non-

executive directors who possess
the necessary qualifications to
effectively participate and help
secure objective, independent
judgment on corporate affairs and

have at least two (2) independent

Principle 5: directors, or such number as to
REINFORCING BOARD constitute at least one-third of the
members of the Board, whichever is
INDEPENDENCE
higher

ensure that its independent directors

possess a good
possess the necessary qualifications
general
and none of the disqualifications for an
understanding of
independent director to hold the
the industry that
position.
the company
engages in

designate a lead director among

the independent directors if the should serve for a
Chairperson of the Board is not maximum
independent person. cumulative term of
The positions of Chairperson of the Board
nine (9) years
and Chief Executive Officer or its equivalent
position, should be held by separate
individuals and each should have clearly
defined responsibilities.