1. _refers to a process whereby elements in 1.

Governance
society wield power, authority, and 2. Governance
influence and enact policies and 3. Participation
decisions concerning public life and social Transparency
Accountability
upliftment.
Rule of Law
2. _It means the process of decision-making and
Responsiveness
the process by which decisions are
Equity and inclusiveness
implemented (or not implemented) through
Effectiveness and efficiency
the exercise of power or authority by leaders of
Consensus oriented
the country and/or organizations.
4. Participation
3. 8 Characteristics of good governance. 5. Responsiveness
4. _This means freedom of association and 6. Transparency
expression on one hand and an organized civil 7. Rule of Law
society on the other hand. 8. Consensus oriented
5. _Good governance requires that institutions 9. Equity and inclusiveness
and processes try to serve the needs all 10. Effectiveness and efficiency
stakeholders within a reasonable timeframe. 11. Accountability
6. _It means that information is freely available 12. Good corporate governance
and directly accessible to those who will be 13. Corporate governance
affected by such decisions and their 14. The purpose of corporate governance is to
enforcement. enhance the value of shareholders and
7. _Good governance requires fair legal protect the interest of other stakeholders
frameworks that are enforced impartially. It by improving the corporates performance
also requires full protection of human rights, and accountability.
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. 15. Fair and equitable treatment of shareholders
16. Cite at least 5 principles of good corporate Self-assessment
governance and its recommendations. Increase shareholders’ wealth
17. 5 accountability that owners want. Transparency and full disclosure
18. 8 parties involved in corporate 16. Respect the rights of shareholders and
governance. facilitate the effective exercise of those rights.
19. 3 specific activities of BOD. Recognize and manage risk. Establish a sound
20. They ensure that the organization is run system of risk oversight and management and
according to the organization's charter internal control.
and that there is proper accountability. Promote ethical and responsible decision
21. Provide effective oversight through making. Actively promote ethical and
election of board members, approval of responsible decision making.
major initiatives such as buying or selling Maketimelyandbalanceddisclosure.Promoteti
stock, annual reports on management mely
compensation, from the board. andbalanceddisclosureofallmaterialsmatters
22. The same as the broad role of the entire concerningthecompany.
board of directors. 17. Financial performance
23. Provide oversight of the internal and Financial transparency
external audit function and the process of Stewardship
preparing the annual financial statements Quality of internal control
as well as public reports on internal Composition of BOD and the nature of its
control. activities.
24. Operations and accountability. Manage 18. Shareholders
the organization effectively: provide BOD
accurate and timely reports to Non-executive andor non-independent
shareholders and other stockholders. directors
25. Set accounting and auditing standards Audit and committees of the BOD
dictating underlying financial reporting Regulators
and auditing concepts; set the Management
expectations of audit quality and External Auditors
accounting quality. Internal Audits
26. Ensure the accuracy, timeliness and Audit committees of the BOD
fairness of public reporting of financial and 19. Overall operations
other information for public companies. Performance
27. Perform audits of companies for Compliance
compliance with company policies and 20. BOD
laws, audits to evaluate the efficiency of 21. Shareholders
operations, and periodic evaluation and 22. Non-executive andor non-independent
tests of controls. directors
28. Perform audits of company financial 23. Audit committees of the BOD
statements to ensure that the statements 24. Management
are free of material misstatements 25. Regulators
including misstatements that may be due 26. Audits and Committees of the Board of
to fraud. Directors
27. Internal audits
28. External auditors
29. Is intended to raise the corporate governance 29. Code of corporate governance
standards of Philippine corporations to a level 30. Corporate governance
at par with its regional and global 31. Board of directors
counterparts. 32. Management
30. The system of stewardship and control to 33. Executive director
guide organizations in fulfilling their long-term 34. Independent auditor director
economic, moral, legal and social obligations
35. Non-executive director
towards their stakeholders.
36. Conglomerate
31. The governing body elected by the
37. Related party
stockholders that exercises the corporate
powers of a corporation, conducts all its 38. Enterprise risk management
business and controls its properties.
32. a group of executives given the authority by the
Board of Directors to implement the policies it
has laid down in the conduct of the business
of the corporation.
33. a director who has executive responsibility of
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 entity,
manage riskstorisks to be within itsriskits risk
appetite, and provide reasonable assurance
regarding the achievement of entity
objectives.
39. a process designed and effected by the 39. Internal control
board of directors, senior management, 40. Related party transactions
and all levels of personnel to provide 41. Stakeholders
reasonable assurance on the 42. Establishing a competent board
achievement of objectives through
Establishing clear roles and
efficient and effective operations; reliable,
responsibilities of the board.
complete and timely financial and
management information; and
Establishing board committees
compliance with applicable laws, Fostering commitment
regulations, and the organization’ s Reinforcing board of independence
policies and procedures. Assessing board performance
40. a transfer of resources, services or Strengthening board ethics
obligations between a reporting entity and 43. Enhancing company disclosure policies
a related party, regardless of whether a and procedures
price is charged. It should be interpreted Strengthening the external auditors
broadly to include not only transactions independence and improving audit
that are entered into with related parties,
quality.
but also outstanding transactions that are
Increasing focus on non-financial and
entered into with an unrelated party that
subsequently becomes a related party.
sustainability reporting
41. any individual, organization orsocietyor Promoting a comprehensive and cost-
society at large who can either affect efficient access to relevant information
and/or be affected by the company ’ s 44. Principle #5: Reinforcing board
strategies, policies, business decisions independence.
and operations, in general. 45. Principle #2: Establishing clear roles and
ThisincludesThis includes, among others, responsibilities of the board.
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 46. Principle #1: Establishing a competent
competent, working board to foster the long- board.
term success of the corporation, and to 47. Principle #3: Establishing board
sustain its competitiveness and profitability in committees.
a manner consistent with its corporate 48. Principle #4: Fostering board
objectives and the long term best interests of
commitment.
its shareholders and other stakeholders.
49. Principle #6: Assessing board
47. Board committees should be set up to the
performance.
extent possible to support the effective
performance of the Board’s functions, 50. Principle #8: Enhancing company
particularly with respect to audit, risk disclosure policies and procedures.
management, related party transactions, and 51. Principle #7: Strengthening board
other key corporate governance concerns, ethics.
such as nomination and remuneration. The 52. Principle #9: Strengthening the
composition, functions and responsibilities of external auditors independence and
all committees established should be improving audit quality.
contained in a publicly available Committee 53. Principle #11: Promoting a
Charter.
comprehensive and cost-efficient
48. To show full commitment to the company, the access to relevant information.
directors should devote the time and attention
necessary to properly and effectively perform
their duties and responsibilities, including
sufficient time to be familiar with the
corporation ’ s business.
49. The best measure of the Board’s effectiveness
is through an assessment process. The Board
should regularly carry out evaluations to
appraise its performance as a body, and
assess whether it possesses the right mix of
backgrounds and competencies.
50. The company should establish corporate
disclosure policies and procedures that are
practical and in accordance with best
practices and regulatory expectations.
51. Members of the Board are duty-bound to apply
high ethical standards, taking into account the
interests of all stakeholders.
52. 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.
53. The company should maintain a
comprehensive and cost-efficient
communication channel for disseminating
relevant information. This channel is crucial
for informed decision-making by investors,
stakeholders and other interested users.
54. The company should ensure that the 54. Principle #10: Increasing focus on non-
material and reportable non-financial and financial and sustainability reporting.
sustainability issues are disclosed. 55. G4 framework by GRI
55. Disclosures can be made using the 3 The Integrated reporting framework by IIRC
standards/frameworks.
The Sustainability Accounting Standards
56. Internal control system and risk
Board (SASB)’s Conceptual Framework
management framework.
57. To ensure the integrity, transparency and
56. Principle #12: Strengthening the Internal
proper governance in the conduct of its Control System and Enterprise Risk
affairs, the company should have a strong Management Framework
and effective internal control system and 57. Principle #12: Strengthening the Internal
enterprise risk management framework. Control System and Enterprise Risk
58. How many functions does the internal Management Framework
audit have? 58. Eight functions
59. How many responsibilities does CAE 59. Six responsibilities
have? 60. Principle #13: Promoting Shareholders
60. Cultivating a synergic relationship with Rights Principle
shareholders. 61. Principle #13: Promoting Shareholders
61. The company should treat all Rights Principle
shareholders fairly and equitably, and also 62. Pre-emptive rights
recognize, protect and facilitate the Dividend policies
exercise of their rights. Nomination Process
62. Enumerate at least 3 shareholders’ rights.
63. Principle #14: Respecting Rights of
63. Duties to stakeholders.
Stakeholders and Effective Redress for
64. A mechanism for employee participation
Violation of Stakeholder’s Rights
should be developed to create a symbiotic
Principle #15: Encouraging Employees’
environment, realize the company’s goals
Participation
and participate in its corporate
Principle #16: Encouraging Sustainability and
governance processes.
Social Responsibility
65. The rights of stakeholders established by
64. Principle #15: Encouraging Employees’
law, by contractual relations and through
Participation
voluntary commitments must be
65. Principle #14: Respecting Rights of
respected. Where stakeholders’ rights
Stakeholders and Effective Redress for
and/or interests are at stake, stakeholders
Violation of Stakeholder’s Rights
should have the opportunity to obtain
prompt effective redress for the violation
66. Principle #16: Encouraging Sustainability and
Social Responsibility
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.