Wonderful things happen - Globe Telecom Corporate... · PDF fileWonderful things happen...
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Wonderful things happenwhen you work with integrity,transparency, and governance.
Have the happiest customers, employees, and shareholders
Lets create a wonderful world50
2014 Annual and Sustainability Report 51
Toward a wonderful management frameworkGlobe Telecom recognizes the importance of good governance in realizing its vision, carrying out its mission, and living out its values to create value for all its stakeholders. The impact of global conditions and challenges further underscores the need to uphold the companys high standards of corporate governance to strengthen its structures and processes.
As strong advocates of accountability, transparency, and integrity in all aspects of the business, the Board of Directors, management, officers, and employees of Globe commit themselves to the principles and best practices of governance in the attainment of its corporate goals.
Globe Telecoms corporate governance practices are principally contained in our Articles of Incorporation and By-Laws, complemented by our Manual of Corporate Governance. The company is in full compliance with the Code of Corporate Governance and all listing rules of the Philippine Stock Exchange (PSE) and regulations adopted by the Securities and Exchange Commission (SEC). Globe also adopts the ASEAN Corporate Governance Scorecard (ACGS) to raise its corporate governance standards and practices.
Board of Directors
Key roles and responsibilities
The Board establishes the vision, mission, and strategic direction of the company, as well as monitors the implementation of the corporate strategy and the overall corporate performance of the company to ensure transparency, accountability, and fairness and to protect the long-term interests of its stakeholders. The Board, through its various committees, also oversees and conducts a review of the companys material controls, covering operational, financial, and compliance areas and overall risk management systems. Finally, they approve corporate operation and capital budgets, major acquisition and disposal of assets, major investments, and changes in authority and approval limits.
In 2013, Globe updated its mission, vision and values to reinforce its commitment to customers, and other stakeholders. The Board further reviewed these in the last financial year.
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Board composition G4-38, G4-39
Eleven board members are elected and hold office for the ensuing year until the next Annual Stockholders Meeting (ASM). The President and CEO is elected as executive director while the other members as non-executive directors are not involved in the day-to-day management of business. The Board also includes three independent directors. These independent directors, as defined by the company, are independent from management and major/substantial shareholders and are free from any business or relationship that could materially interfere in their exercise of independent judgment in carrying out their responsibilities as directors. None of the companys independent directors serve in more than five boards of publicly listed companies (PLCs), and the executive director does not serve any other listed companys board.
The Board members are highly qualified and have the ability to thoroughly examine issues and matters that affect the company. Prior to election, the Nomination Committee, presided by an independent director, reviews the qualification of each member. As a company policy, no director or candidate for director shall be discriminated upon by reason of gender, age, disability, ethnicity, nationality, or political, religious or cultural backgrounds.
GLOBE TELECOM BOARD OF DIRECTORS
Jaime Augusto Zobel de Ayala Chairman Non-Executive
Gerardo C. Ablaza, Jr. Co-Vice Chairman Non-Executive
Mark Chong Chin Kok Co-Vice Chairman Non-Executive
Ernest L. Cu Director, President & CEO Executive
Delfin L. Lazaro Director Non-Executive
Tay Soo Meng Director Non-Executive
Fernando Zobel de Ayala Director Non-Executive
Romeo L. Bernardo Director Non-Executive
Manuel A. Pacis Independent Director Non-Executive
Rex Ma. A. Mendoza Independent Director Non-Executive
Guillermo D. Luchangco Independent Director Non-Executive
DIRECTOR POSITION NATURE OF APPOINTMENT
To execute their role well, training on corporate governance is given prior to assuming office. Further, in 2014, all members of the Board and key officers participated in the program on corporate governance conducted by the Ayala Group in partnership with the Institute of Corporate Directors (ICD) in compliance with the Securities and Exchange Commission Memorandum Circular No. 20, Series of 2013, directing all key officers and member of the Board of publicly listed companies to attend a program on corporate governance. Discussions on topics during the program included risk management, the SEC Revised Code of Corporate Governance, the ASEAN Corporate Governance Scorecard, and the SEC Annual Corporate Governance Report, among others.
The Board also attended several in-house sessions thereafter to remain abreast of relevant new laws, regulations, trends, and risks in further strengthening their performance according to their responsibilities and duties for the company and its stakeholders. These seminars, held in December, included discussions on the telecommuncations industry trends, risk, and opportunities, as well as an executive session on Globe Telecoms spectrum strategy for all Board members.
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GLOBE TELECOM KEY OFFICERS
Alberto M. de Larrazabal Chief Finance Officer and Chief Risk Officer
Carmina J. Herbosa Chief Audit Executive
Gil B. Genio Chief Operating Officer for Business and International Markets and Chief Strategy Officer
Henry Rhoel R. Aguda Chief Information Officer
Rebecca V. Eclipse Chief Customer Experience Officer
Renato M. Jiao Chief Human Resource Officer
Vicente Froilan M. Castelo General Counsel
Bernard P. Llamzon Executive Vice President of Consumer Sales
Solomon M. Hermosura Corporate Secretary
Marisalve Ciocson-CoCompliance Officer, Asst. Corporate Secretary, and Vice President of Legal Services of Corporate and Legal Services Group
GLOBE TELECOM CONSULTANTS
Chee Loo Fun 2 Senior Advisor for Consumer Marketing
Peter Bithos 1 Chief Operating Advisor
Robert Tan Chief Technical Advisor
Rodolfo A. Salalima Chief Legal Counsel and Senior Advisor
1 Mr. Peter Bithos concluded his post as Globe Telecoms Chief Operating Advisor effective 30 January 20152 Ms. Chee Loo Fun ceased to serve as Senior Advisor for Consumer Marketing effective 31 December 2014
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ATTENDANCE OF BOARD OF DIRECTORS
Jaime Augusto Zobel de Ayala 6 7 86% 7 7 100%
Gerardo C. Ablaza, Jr. 6 7 86% 6 7 86%
Mark Chong Chin Kok 6 7 86% 5 5 100%
Delfin L. Lazaro 7 7 100% 7 7 100%
Tay Soo Meng 6 7 86% 6 7 86%
Ernest L. Cu 7 7 100% 7 7 100%
Fernando Zobel de Ayala 6 7 86% 6 7 86%
Romeo L. Bernardo 5 7 71% 7 7 100%
Manuel A. Pacis 7 7 100% 7 7 100%
Xavier P. Loinaz 1 1 2 50% 7 7 100%
Rex Ma. A. Mendoza 2 5 5 100% - - -
Guillermo D. Luchangco 7 7 100% 7 7 100%
BOARD MEMBERMEETINGS ATTENDED
1Mr. Xavier P. Loinaz served as Director until 8 April 20142Mr. Rex Ma. A. Mendoza was elected Director on 8 April 2014
Board Remuneration G4-51
The Boards remuneration is set at an optimum level to attract and retain high-caliber directors who continuously and effectively deliver services. In accordance with the companys By-Laws, the Board shall receive, pursuant to a resolution of the stockholders, fees and other compensation for their services as directors and members of committees of the Board of Directors.
The stockholders ratified a resolution at its meeting held on April 8 authorizing the increase in the compensation of directors, except executive directors, from P100,000 to P200,000 for every Board meeting and Stockholders meeting attended. The change was made based on a benchmark study against industry rates as well as a previous study in 2010 to standardize the pay of Board of Directors across the Ayala companies. The compensation of directors will remain at P100,000 for every committee meeting attended or such meetings other than those mentioned above. Additionally, executive directors do not receive per-diem remuneration.
Board Performance G4-44
In 2014, the Board had seven meetings. Board meetings are scheduled before the start of the financial year. The average attendance rate of members of the Board was 90 percent, with each member individually complying with the SECs minimum attendance requirement of 50 percent.
The Board receives board documents containing reports on the companys strategic, operational, and financial performance, and other regulatory matters at least seven days in advance of the Board meeting. The Board has access to the Corporate Secretary who acts as adviser to directors regarding their responsibilities and obligations and oversees the flow of information prior to meetings. Discussions during meetings are encouraged and given due consideration.
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Chairman: Jaime Augusto Zobel de Ayala
Co-Vice Chairman: Mark Chong Chin Kok
Co- Vice Chairman: Gerardo C. Ablaza Jr.
Members: Ernest L. Cu and Tay Soo Meng
Provides guidance to management in (a) formulating the