1.

_refers to a process whereby elements in Accountability

society wield power, authority, and influence Rule of Law
and enact policies and decisions concerning Responsiveness
public life and social upliftment. Equity and inclusiveness
Effectiveness and efficiency
2. _It means the process of decision-making and
Consensus oriented
the process by which decisions are implemented
4. Participation
(or not implemented) through the exercise of
5. Responsiveness
power or authority by leaders of the country
6. Transparency
and/or organizations.
7. Rule of Law
3. 8 Characteristics of good governance.
8. Consensus oriented
4. _This means freedom of association and 9. Equity and inclusiveness
expression on one hand and an organized civil 10. Effectiveness and efficiency
society on the other hand. 11. Accountability
5. _Good governance requires that institutions and 12. Good corporate governance
processes try to serve the needs all stakeholders 13. Corporate governance
within a reasonable timeframe. 14. The purpose of corporate governance is to
6. _It means that information is freely available enhance the value of shareholders and
and directly accessible to those who will be protect the interest of other stakeholders by
affected by such decisions and their improving the corporates performance and
enforcement. accountability.
7. _Good governance requires fair legal
frameworks that are enforced impartially. It also
requires full protection of human rights,
particularly those of minorities.
8. _Good governance requires mediation of the
different interests in society to reach a broad
consensus on what is in the best interest of the
whole community and how this can be achieved.
9. _This requires all groups, but particularly the
most vulnerable, have opportunities to improve
or maintain their well being.
10. _Good governance means that processes and
institutions produce results that meet the needs
of society while making the best use of
resources at their disposal.
11. _It involves being transparent, following the rule
of law, and being responsible to those affected
by decisions and actions.
12. _is all about controlling one's business and so is
relevant, and indeed vital, for all organizations,
whatever size or structure.
13. _is defined as the system of rules, practices and
processes by which business corporations are
directed and controlled.
14. What is the purpose of corporate governance?
15. 4 objectives of corporate governance.
16. Cite at least 5 principles of good corporate
1. Governance governance and its recommendations.
2. Governance 17. 5 accountability that owners want.
3. Participation 18. 8 parties involved in corporate governance.
Transparency 19. 3 specific activities of BOD.
 20. They ensure that the organization is run Maketimelyandbalanceddisclosure.Promotetimel
according to the organization's charter and y andbalanceddisclosureofallmaterialsmatters
that there is proper accountability. concerningthecompany.
21. Provide effective oversight through election 17. Financial performance
of board members, approval of major Financial transparency
initiatives such as buying or selling stock, Stewardship
annual reports on management Quality of internal control
compensation, from the board. Composition of BOD and the nature of its
22. The same as the broad role of the entire activities.
board of directors. 18. Shareholders
23. Provide oversight of the internal and BOD
external audit function and the process of Non-executive andor non-independent directors
preparing the annual financial statements as Audit and committees of the BOD
well as public reports on internal control. Regulators
24. Operations and accountability. Manage the Management
organization effectively: provide accurate External Auditors
and timely reports to shareholders and other Internal Audits
stockholders. Audit committees of the BOD
25. Set accounting and auditing standards 19. Overall operations
dictating underlying financial reporting and Performance
auditing concepts; set the expectations of Compliance
audit quality and accounting quality. 20. BOD
26. Ensure the accuracy, timeliness and fairness 21. Shareholders
of public reporting of financial and other 22. Non-executive andor non-independent directors
information for public companies. 23. Audit committees of the BOD
27. Perform audits of companies for compliance 24. Management
with company policies and laws, audits to 25. Regulators
evaluate the efficiency of operations, and 26. Audits and Committees of the Board of
periodic evaluation and tests of controls. Directors
28. Perform audits of company financial 27. Internal audits
statements to ensure that the statements are 28. External auditors
free of material misstatements including
misstatements that may be due to fraud.
29. Is intended to raise the corporate governance
standards of Philippine corporations to a level at
par with its regional and global counterparts.
30. The system of stewardship and control to guide
organizations in fulfilling their long-term
15. Fair and equitable treatment of shareholders economic, moral, legal and social obligations
Self-assessment towards their stakeholders.
Increase shareholders’ wealth 31. The governing body elected by the stockholders
Transparency and full disclosure that exercises the corporate powers of a
16. Respect the rights of shareholders and facilitate corporation, conducts all its business and
the effective exercise of those rights. controls its properties.
Recognize and manage risk. Establish a sound 32. a group of executives given the authority by the
system of risk oversight and management and Board of Directors to implement the policies it
internal control. has laid down in the conduct of the business of
Promote ethical and responsible decision the corporation.
making. Actively promote ethical and 33. a director who has executive responsibility of
responsible decision making. day-to-day operations of a part or the whole of
the organization.
34. a person who is independent of management
and the controlling shareholder, and is free from
any business or other relationship which could,
or could reasonably be perceived to, materially
interfere with his exercise of independent
judgment in carrying out his responsibilities as a
director.
35. a director who has no executive responsibility
and does not perform any work related to the
operations of the corporation.
36. a group of corporations that has diversified
business activities in varied industries, whereby
the operations of such businesses are controlled
and managed by a parent corporate entity.
37. shall coverthecover the company ’
ssubsidiariessubsidiaries, as well as affiliates and
any party (including theirsubsidiariestheir
subsidiaries, affiliates and special purpose
entities).
38. – a process, effected by an entity ’entity’ s Board
of Directors, management and other personnel,
applied in strategy setting and acrosstheacross
the enterprise that is designed to identify
potential eventsthatevents that may affect the
39. a process designed and effected by the board
entity, manage riskstorisks to be within itsriskits
of directors, senior management, and all
risk appetite, and provide reasonable assurance
levels of personnel to provide reasonable
regarding the achievement of entity objectives.
assurance on the achievement of objectives
29. Code of corporate governance
through efficient and effective operations;
30. Corporate governance
reliable, complete and timely financial and
31. Board of directors management information; and compliance
32. Management with applicable laws, regulations, and the
33. Executive director organization’ s policies and procedures.
34. Independent auditor director 40. a transfer of resources, services or
35. Non-executive director obligations between a reporting entity and a
36. Conglomerate related party, regardless of whether a price is
37. Related party charged. It should be interpreted broadly to
38. Enterprise risk management include not only transactions that are entered
into with related parties, but also
outstanding transactions that are entered into
with an unrelated party that subsequently
becomes a related party.
41. any individual, organization orsocietyor
society at large who can either affect and/or
be affected by the company ’ s strategies,
policies, business decisions and operations,
in general. ThisincludesThis includes,
among others, customers, creditors,
employees, suppliers, investors, as well
astheas the government and community in
which it operates.
42. 7 Board’s governance responsibilities
 43. 2 Disclosure and policy
44. The Board should endeavor to exercise
objective and independent judgment on all
corporate affairs.
45. The fiduciary roles, responsibilities and
accountabilities of the Board as provided
under the law, the company ’ s articles and
bylaws, and other legal pronouncements
and guidelines should be clearly made
known to all directors as well as to
stockholders and other stakeholders.

46. The company should be headed by a competent,

working board to foster the long-term success of
the corporation, and to sustain its
competitiveness and profitability in a manner
39. Internal control consistent with its corporate objectives and the
40. Related party transactions long term best interests of its shareholders and
41. Stakeholders other stakeholders.Board committees should be
42. *Establishing a competent board set up to the extent possible to support the
effective performance of the Board’s functions,
*Establishing clear roles and responsibilities
particularly with respect to audit, risk
of the board. management, related party transactions, and
*Establishing board commitment other key corporate governance concerns, such
committees as nomination and remuneration. The
*Fostering commitment composition, functions and responsibilities of all
*Reinforcing board of independence committees established should be contained in a
*Assessing board performance publicly available Committee Charter.
*Strengthening board ethics 47. To show full commitment to the company, the
*Strengthening board ethics directors should devote the time and attention
43. Enhancing company disclosure policies and necessary to properly and effectively perform
procedures their duties and responsibilities, including
*Strengthening the external auditors sufficient time to be familiar with the
corporation ’ s business.
independence and improving audit quality.
48. The best measure of the Board’s effectiveness is
through an assessment process. The Board
Strengthening the external auditors should regularly carry out evaluations to
independence and improving audit quality. appraise its performance as a body, and assess
Increasing focus on non-financial and whether it possesses the right mix of
sustainability reporting backgrounds and competencies.
Promoting a comprehensive and cost- 49. The company should establish corporate
efficient access to relevant information disclosure policies and procedures that are
44. Principle #5: Reinforcing board practical and in accordance with best practices
independence. and regulatory expectations.
45. Principle #2: Establishing clear roles and 50. Members of the Board are duty-bound to apply
responsibilities of the board. high ethical standards, taking into account the
interests of all stakeholders.
51. The company should establish standards for the
appropriate selection of an external auditor, and
exercise effective oversight of the same to
 strengthen the external auditor’s independence
and enhance audit quality.
52. The company should maintain a comprehensive
and cost-efficient communication channel for 54. The company should ensure that the material
disseminating relevant information. This channel and reportable non-financial and
is crucial for informed decision-making by sustainability issues are disclosed.
investors, stakeholders and other interested 55. Disclosures can be made using the 3
users. standards/frameworks.
46. Principle #1: Establishing a competent 56. Internal control system and risk management
board. framework.
47. Principle #3: Establishing board 57. To ensure the integrity, transparency and
committees. proper governance in the conduct of its
48. Principle #4: Fostering board affairs, the company should have a strong
commitment. and effective internal control system and
49. Principle #6: Assessing board enterprise risk management framework.
58. How many functions does the internal audit
performance.
have?
50. Principle #8: Enhancing company
59. How many responsibilities does CAE
disclosure policies and procedures.
have?
51. Principle #7: Strengthening board ethics.
60. Cultivating a synergic relationship with
52. Principle #9: Strengthening the external
shareholders.
auditors independence and improving
61. The company should treat all shareholders
audit quality. fairly and equitably, and also recognize,
53. Principle #11: Promoting a protect and facilitate the exercise of their
comprehensive and cost-efficient access rights.
to relevant information. 62. Enumerate at least 3 shareholders’ rights.
63. Duties to stakeholders.
64. A mechanism for employee participation
should be developed to create a symbiotic
environment, realize the company’s goals
and participate in its corporate governance
processes.
65. The rights of stakeholders established by
law, by contractual relations and through
voluntary commitments must be respected.
Where stakeholders’ rights and/or interests
are at stake, stakeholders should have the
opportunity to obtain prompt effective
redress for the violation of rights.
66. The company should be socially responsible
in all its dealings with the communities
where it operates. It should ensure that its
interactions serve its environment and
stakeholders in a positive and progressive
manner that is fully supportive of its
comprehensive and balanced development.
53. Principle #10: Increasing focus on non-
financial and sustainability reporting.
54. G4 framework by GRI
The Integrated reporting framework by IIRC
The Sustainability Accounting Standards
Board (SASB)’s Conceptual Framework
55. Principle #12: Strengthening the Internal
Control System and Enterprise Risk
Management Framework
56. Principle #12: Strengthening the Internal
Control System and Enterprise Risk
Management Framework
57. Eight functions
58. Six responsibilities
59. Principle #13: Promoting Shareholders Rights
Principle
60. Principle #13: Promoting Shareholders Rights
Principle
61. Pre-emptive rights
Dividend policies
Nomination Process
62. Principle #14: Respecting Rights of
Stakeholders and Effective Redress for Violation
of Stakeholder’s Rights
Principle #15: Encouraging Employees’
Participation
Principle #16: Encouraging Sustainability and
Social Responsibility
63. Principle #15: Encouraging Employees’
Participation
64. Principle #14: Respecting Rights of
Stakeholders and Effective Redress for Violation
of Stakeholder’s Rights
65. Principle #16: Encouraging Sustainability and
Social Responsibility