{"id":7035,"date":"2017-03-02T11:21:21","date_gmt":"2017-03-02T11:21:21","guid":{"rendered":"http:\/\/progresomicrofinanzas.org\/?p=7035\/"},"modified":"2017-11-17T11:01:30","modified_gmt":"2017-11-17T11:01:30","slug":"new-code-for-listed-companies","status":"publish","type":"post","link":"https:\/\/www.fundacionmicrofinanzasbbva.org\/revistaprogreso\/en\/new-code-for-listed-companies\/","title":{"rendered":"New code for listed companies"},"content":{"rendered":"
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On 1<\/span>st<\/span> January 2017 the code for listed companies was published as part of the collaborative agreement between the Philippine Securities Exchange Commission (SEC) and the International Finance Corporation (IFC).<\/span><\/p>\n

It contains <\/span>16 principles<\/b> of corporate governance, supported by recommendations and explanations with additional material on how to apply them and based on the principle of proportionality, so that each institution can apply them according to its size, activity, etc.<\/span><\/p>\n

The principles are organised in five sections, as follows: i) the Board of Directors\u2019 responsibilities; ii) disclosure of information and transparency; iii) internal control and risk management; iv) shareholder relations, and v) duties towards other stakeholders.<\/span><\/p>\n

Board of Directors<\/b><\/p>\n

The code recommends that the board of directors should be made up of members who are <\/span>qualified and experienced<\/b>, that there should be <\/span>a non-executive majority<\/b> and that at least <\/span>a third of members should be independent<\/b>; all should act in good faith and exercise their functions with proper diligence and care.<\/span><\/p>\n

It lays down a number of <\/span>limitations<\/b> on the exercise of board member positions: non-executives may sit on the board of 5 listed companies at most, to ensure that they have enough time to fulfil their role. Independent members may serve the company for a maximum period of 9 years, after which time they may be re-elected as dependent board directors.<\/span><\/p>\n

The code also backs the <\/span>separation between the Chairman of the Board and the Chief Executive Officer <\/b>of the company, as well as the existence of the <\/span>lead director<\/b> should these two positions be held by one person.<\/span><\/p>\n

The Board will be responsible, among other duties, for supervising the development and approval of the firm\u2019s corporate policy and strategy; for the <\/span>remuneration policy<\/b> of board members and senior management being in line with the company\u2019s long-term goals; for the existence of <\/span>training and induction<\/b> policies for its members; for annually carrying out a <\/span>self-assessment<\/b> of its activity, of its committees and of its senior management; and of defining <\/span>succession planning<\/b> for board members and senior management. It may receive help from the <\/span>General Secretary<\/b> and the <\/span>Compliance Officer<\/b>, who may not be members of the board and who must receive annual corporate governance training.<\/span><\/p>\n

Similarly, it may set up those committees it considers necessary to help it perform its duties, and specifically: an audit committee, a risk management committee, a corporate governance committee, a committee on related-party transactions and others, such as the appointments and remunerations committee.<\/span><\/p>\n