Board of Directors
The Board is predominantly responsible for the governance of the corporation. This responsibility springs from the authority given by the stockholders. Consequently, the Board sets the policies to attain its corporate objectives and provides independent checks on Management. Through the guidance of the Board, PSC is driven to realize its goal of competitiveness, profitability and long-term success consistent with the corporate objectives and in accordance with the best interest of the stockholders and stakeholders.
The Board exercises their duties and responsibilities as outlined in the CG Manual. It is the Board’s responsibility to foster the long-term success of the Corporation, and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and the best interests of its stockholders and other stakeholders. The Management reviews yearly the Company’s vision and mission during its annual and 3-year planning session and submits the same to the Board and/or the Executive Committee for review and confirmation. Furthermore, the Board reviews and approves the same every year to set the strategic map and objectives for the year and the next 3 years.
Board Structure and Composition
Mr. Antonio Jose U. Periquet, Jr. and Mr. Michael B. Zalamea continue to serve as the independent directors in 2015. They possess all the qualifications and none of the disqualifications found in Section 17.2 of the Securities Regulations Code (SRC), and other relevant laws, rules and regulations as well as those outlined in the CG Manual. None of the independent directors owns more than 2% of the outstanding capital stock.
For the year 2015, eleven (11) qualified members, including three (3) independent directors, were elected by the stockholders during the Annual Stockholders’ Meeting (ASM) to serve for a period of one (1) year from election.
For the year 2015, the Board held five (5) meetings. The chart below summarizes the attendance of each member:
|Board||Name||Date of Election||No. of Meetings Held during the year||No. of Meetings Attended||%|
|Chairman of the Board & Independent Director||Jose T. Pardo||July 30, 2015||5||5||100%|
|Member||Jose Victor P. Paterno||July 30, 2015||5||5||100%|
|Member||Jorge L. Araneta||July 30, 2015||5||4||80%|
|Member||Maria Cristina P. Paterno||July 30, 2015 (first election)||2||1||50%|
|Member||Nan-Bey Lai||July 30, 2015||5||5||100%|
|Member||Jui-Tang Chen||July 30, 2015||5||5||100%|
|Member||Chi-Chang Lin||July 30, 2015 (first election)||2||2||100%|
|Member||Lien-Tang Hsieh||July 30, 2015||5||5||100%|
|Member||Wen-Chi Wu||July 30, 2015||5||5||100%|
|Independent Director||Antonio Jose U. Periquet, Jr.||July 30, 2015||5||4||80%|
|Independent Director||Michael B. Zalamea||July 30, 2015||5||5||100%|
* Below are the Actual Dates of Board of Directors Meeting for the year 2015
- January 20, 2015
- April 23, 2015
- July 30, 2015 AM
- July 30, 2015 PM (Org’l)
- November 12, 2015
PSC has Four (4) Board Committees:
1) Executive Committee;
2) Audit Committee;
3) Compensation Committee and the
4) Nomination and Governance Committee.
The Executive Committee exercises during intervals between Board meetings, all the powers and functions vested in the board as well as act on specific matters as may be delegated to it by the Board, except with respect to (1) approval of any action for which shareholders’ approval is also required; (2) the filing of vacancies in the Board; (3) the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable. All matters passed and acted upon by the Executive Committee in the exercise of its powers and functions as provided herein, have the same force and effect for all intents and purposes as if passed by the Board itself.
The Audit Committee assists the Board in the performance of its oversight responsibility for the financial reporting process, system of internal control, audit process and monitoring of compliance with applicable rules and regulations. It also provides oversight over management’s activities in managing credit, market, liquidity, operational, legal and other risks of the Corporation; and performs oversight functions over the Corporation’s internal and external auditors.
PSC complies with the SEC Memorandum Circular No. 4 Series of 2012, which requires the adoption of an Audit Committee Charter and an evaluation process to assess the Committee’s performance. In Sept. 30, 2012, PSC Adopted its Audit Committee Charter that sets the purpose, roles, responsibilities and authority of the Committee including the rules and procedures that shall guide the function of the Committee. In accordance with the Charter, the Audit Committee shall conduct an assessment of its performance at least annually and shall use as reference the self-assessment worksheet and parameters as provided by SEC. The assessment for 2015 was done last March 2016 through accomplishment of the Self Assessment Worksheet for AudCom Performance.
The Audit Charter, Self Assessment Worksheet for AudCom Performance and the internal audit charter can be found in the following links:
The Compensation Committee shall establish formal and transparent procedures for developing a policy on remuneration of directors and officers to ensure that their compensation is consistent with the Corporation’s culture, strategy and the business environment in which it operates.
The Committee shall review and evaluate the qualifications of all persons nominated to the Board that require the Board approval and to assess the effectiveness of the Board’s processes and procedures in the election or replacement of directors. It also oversees the development and implementation of corporate governance principles and policies as part of its governance functions.
The Nomination & Governance Charter can be found in the following link: NomGov Charter
Board Committee Charters:
To assess the effectiveness of their performance as a collegial body and as individual members, PSC’s Board conducts and accomplishes self-rating surveys yearly. Audit Committee also appraise their performance by accomplishing a self-assessment worksheet.
The Board assesses their performance yearly as a whole and as a collegial body through completion of a self-rating form. They evaluate themselves based on 13 questions covering topics from knowledge of the company’s beliefs, values, philosophy, mission, strategic plan and business plan to the performance of their duties, responsibilities and functions. Rating shall be from 1- Not Performing to 5- Outstanding Performance.
The results of assessment/survey are compiled by the Compliance Officer and are reported during the Nomination & Governance Committee Meeting immediately following the completion of the assessment/survey.
The Board answers a separate self-rating form with 31 questions covering specific duties and responsibilities including participation in board meetings. Rating is either SA, A, N, D, SD:
SA – Strongly Agree
A – Agree
N – Neither Agree Nor Disagree
D – Disagree
SD – Strongly Disagree
Reporting of results follows a similar process as mentioned above.
Board Committee Assessment
The Audit Committee Members also evaluate their yearly performance through accomplishing a self-assessment worksheet In accordance with the Audit Committee Charter. They evaluate themselves based on questions which fall under their responsibilities under the Charter such as setting of Committee Structure and Operation, Oversight on Financial Reporting and Disclosures, Oversight on Risk Management and Internal Controls, and Oversight on External Audit. Rating is either YES or NO. Once a YES rating is given, the reference document shall be cited and in case of a NO rating, the action needed shall be indicated.
Reporting of results follows a similar process as mentioned above.
CEO’s performance is evaluated based on the achievement of company goals and targets which is evaluated twice a year, first semester covers evaluation from January to June while performance from July to December are evaluated in the second semester.