4: Engage

A. Internal Foundation of Corporate Governance

Internal Foundation Functions, Duties and Responsibilities Example/s

1. Board of Directors 1. The board is responsible for protecting Jaime Augusto Zobel de Ayala
shareholders’ interests, establishing policies - he is the Chairman of the
for management, oversight of the corporation Board of the Ayala
or organization, and making decisions about Corporation since April 2006
important issues a company or organization
faces.
Source:https://corporatefinanceinstitute.com/ Cezar P. Consing – director of
resources/careers/jobs/board-of-directors/ Ayala Corporation since
2. The board has a strategic function in providing December 3, 2020.
the vision, mission, and goals of the
organization. Also in recruiting, supervising, Fernando Zobel de Ayala -
retaining, evaluating, and compensating the director of Ayala Corporation
CEO or general manager are also the most since May 1994. Currently, the
important functions of the board of directors vice Chairman of the Board
Source:https://www.extension.iastate.edu/agdm/ and President of the Company
wholefarm/html/c5-71.html since April 2006
3. The board of directors of an incorporated,
non-profit organization is legally responsible
for the governance of the organization.
Within that mandate is the expectation that
the board will develop, implement, and
monitor policies that will allow the
organization to carry out its work. A board is
elected by, and accountable to, its
membership.
Source:
https://literacybasics.ca/board-governance/board-
roles-and-responsibilities/

2. Chief executive 1. The CEO is responsible for the overall success Ernesto Tanmantiong - the
Officer (CEO) of a business entity or other organization and President and Chief Executive
for making top-level managerial decisions Officer of Jollibee Foods
Source: Corporation (JFC), from year
https://corporatefinanceinstitute.com/resources/care 2014 up to the present.
ers/jobs/what-is-a-ceo-chief-executive-officer/

2. A chief executive officer’s primary Carlo Joaquin Tadeo Lopez

responsibilities include making major Katigbak - the current
corporate decisions, managing the overall president and CEO of
operations and resources of a company, Philippine entertainment and
acting as the main point of communication giant media conglomerate,
between the board of directors and corporate ABS-CBN Corporation, from
operations year 2016 up to the present.
Source:
https://www.investopedia.com/terms/c/ceo.asp
3. Chief Executive Officer has the overall
responsibility for creating, planning,
implementing, and integrating the strategic
 direction of an organization. This includes
responsibility for all components and
departments of a business.
Source: https://www.thebalancecareers.com/what-
does-a-chief-executive-officer-ceo-do-1918528

3. Chief Financial 1. The chief financial officer (CFOs) holds the top
Officer (CFO) financial position in an organization. They are Ysmael Baysa - Chief Financial
responsible for tracking cash flow and Officer of Jollibee Foods
financial planning and analyzing the Corporation since July 2003 up
company's financial strengths and weaknesses to the present
and proposing strategic directions.
Source:https://www.netsuite.com/portal/resource/
articles/accounting/chief-financial-officer-cfo.shtml
2. The Chief Financial Officer (CFO) of a company
has the responsibility for the planning,
implementation, managing and running of all
the finance activities of a company, including
business planning, budgeting, forecasting and
negotiations.
Source:
https://www.roberthalf.co.nz/our-services/finance-
accounting/cfo-jobs
3. A Chief Financial Officer is responsible for
overseeing the financial operations of a
company and making decisions based on the
company’s financial stability. Their duties
include monitoring cash flow, meeting with
the CEO to discuss the best practices for
company finances and coming up with
strategic plans to improve their company’s
overall financial health
Source: https://www.indeed.com/hire/job-
description/cfo-chief-financial-officer

4. Shareholders 1. A shareholder doesn’t manage the day-to-day

business of the company as this is handled by
the board of directors. However, decisions in
relation to the company’s goals and overall
performance often require shareholder
approval, which include the changes to the
constitution of the company, declaring a
dividend, approving the financial statements
of the company, and winding up of the
company by way of voluntary liquidation.
Source: https://www.pearse-trust.ie/blog/roles-
responsibilities-of-company-shareholder
2. The shareholders of any company have a
responsibility to ensure that the company is
well run and well managed. They do this by
monitoring the performance of the company
 and raising their objections or giving their
approval to the actions of the management of
the company.
Source:https://www.managementstudyguide.com/
responsibilities-of-shareholders.htm
3. Shareholders have a responsibility to monitor
the conduct of the board of directors and
exercise their voting rights by casting
thoughtful and informed votes that safeguard
their financial and other interests.
Source:
https://jamapunji.pk/knowledge-center/shareholders-
responsibilities

B. External Environment of Corporate Governance

External Foundation Functions, Duties and Responsibilities Example/s

1. Auditors
2. Legal
Environment