The Board of Directors
The faithful compliance to the principles of good corporate governance is the paramount responsibility of, and shall start with, the Board.
Furthermore, the Board is required to exercise corporate powers, conduct the business, and control the properties of Philex Mining Corp. in compliance with the corporate governance principles instituted in this Corporate Governance Manual, and shall be responsible for fostering the long-term success of the company and securing its sustained competitiveness.
The types of decisions that require approval of the Board of Directors pertains to ordinary business transactions of the company and do not extend beyond the management of ordinary corporate affairs nor beyond the limits of its authority as provided by law.
Each director has a three-fold duty of obedience, diligence, and loyalty to the corporation s/he serves. The director shall (a) Act within the scope of power and authority of the company and the Board as prescribed in the Articles of Incorporation, By- Laws, and in existing laws, and rules and regulations; (b) Exercise his/her best care-skill and judgment, and observe utmost good faith in the conduct and management of the business and affairs of the company; and (c) Act in the best interests of the company and for the common benefit of the Company’s shareholders and other stakeholders.
The directors are elected by the stockholders at the annual stockholders’ meeting. Each director shall serve a one-year term and, until his/her successor has been elected and qualified. Any vacancy in the Board before the end of term shall be filled in accordance with the applicable law and rules.
As needed, the Board uses professional search firms to fill in the Board. The Board considers it appropriate that its structure comprises ethical and honest experts who are knowledgeable, experienced, and skillful in diverse fields relevant to the conduct of business, and that members are selected with non-discrimination of gender, race, religion, age, professional skill, or other qualifications.
Philex Mining adopts the common and ordinary meaning of the term “independence” and defines an independent director as a person independent of management and who, apart from his shareholdings, is free from any business or other relationship with the company which could, or could reasonably be perceived to, materially interfere in the exercise of independent judgment in carrying out his/her duties and responsibilities to the company.
The Board has two (2) independent non-executive directors in accordance with the Philippine laws and regulations–Section 38 of the Securities Regulations Code of the Philippines. An independent director is allowed to serve as such for five (5) consecutive years, and shall be ineligible for election as such in the same company unless s/he has undergone a “cooling-off” period of two (2) years. After serving as such for 10 years, the independent director shall be perpetually barred from being elected as such in the same company, in accordance with the SEC Memorandum Circular No. 9, Series of 2011, effective Jan. 2, 2012.
The Chairman of the Board ensures that the Board functions effectively. He assists in ensuring compliance with and performance of corporate governance policies and practices. He provides leadership to the Board and ensures that Board works effectively and key issues are discussed in a timely manner, taking into account proposals and recommendations of the CEO and the management. He ensures that the lines of communication and flow of information between the management and the Board are maintained.
The President and CEO
The President and Chief Executive Officer shall be responsible for the general care, management, and administration of the business of Philex Mining. He ensures that the operations and financial affairs are managed in a sound and prudent manner, and that these are operational; that financial and internal controls are adequate and effective to ensure reliability and integrity of financial and operational information, effectiveness and efficiency of operations; and safeguarding of assets and compliance with the laws and rules and regulations. He provides leadership to the management in developing and implementing business strategies, policies, processes, and budgets as approved by the Board. s/he takes the lead in identifying and managing operational and other business risks.
The corporate governance compliance officer reports to the chairman and the Corporate Governance Committee of the Board. His duty is primarily to monitor compliance by the corporation with the Code of Corporate Governance and the rules and regulations of regulatory agencies. The corporate governance compliance officer of Philex Mining is Mr. Romeo B. Bachoco, Chief Finance Officer and SVP for Corporate Finance.
The Corporate Secretary is Atty. Barbara Anne C. Migallos, a Filipino and a resident of the Philippines. She brings with her many years of relevant experience in the corporate law and legal practice, and has sufficient understanding of the financial reporting rules, standards and practices. The Company’s Corporate Secretary plays a significant role in supporting the Board in discharging its responsibilities. Among her functions are safekeeping and preservation of the integrity of the minutes of the meetings; informing the members of the Board of the agenda of their meetings; ensuring that the members have before them accurate information; ensuring that all Board procedures, rules and regulations are strictly followed by the members.