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2009 Circular (Revised Code of Corporate 2016 Circular (Code of Corporate

Governance) Governance for Publicly-Listed

Companies) – applied if silent
1. Application PALS (Public, Assets more than 50 M, Publicly-listed companies only
Listed, Secondary Licenses)
2. Composition of the Board 5-15 members (except for mergers) Majority of non-executive directors

At least 2 independent directors/20% of At least 3 independent directors, or such

the members of the board, whichever is number that constitutes at least 1/3 of
lesser, in no case be less than 2 the members of the Board, whichever is
higher (always round up)

The Board’s independent directors should

serve for a maximum cumulative term of
nine years. After which, the independent
director should be perpetually barred
from re-election as such in the same
company, but may continue to qualify for
nomination and election as a non-
independent director (may be retained
as independent director by meritorious
justification and shareholder’s approval
during annual shareholders’ meeting)
3. Composition of the Audit At least 3 directors, who shall preferably At least 3 NON-EXECUTIVE DIRECTORS,
Committee have accounting and finance majority of whom, including the
backgrounds, one is an independent chairman, must be independent
director and 1 with audit experience.
ALL of the members of the Audit
Chairman of the Audit Committee must Committee must have relevant
be an independent director knowledge, skills, and/or experience in
the areas of accounting, auditing and

Chairman of the Audit Committee should

not be the Chairman of the Board/any
other committee

4. Functions of the Audit Committee In case the company does not have a
Board Risk Oversight Committee and/or
Related Party Transactions Committee,
performs the functions of such

(not sure if difference, but inemphasize ni

sir during the discussion for publicly-listed
companies) The Audit Committee meets
with the board at least every quarter
without the presence of the CEO or other
management team members, and
periodically meets with the head of the
internal audit.
5. Fostering Commitment/Duties The directors should attend and actively
and Responsibilities participate in all meetings of the Board,
Committees, and Shareholders in person
or through tele-/videoconferencing,
except when justifiable causes such as
illness, death in the immediate family and
serious accidents, prevent them from
doing so.
The absence of a director in more than
50% of all regular and special meetings of
the Board during his/her incumbency is a
ground for disqualification in the
succeeding election, unless the absence is
due to justifiable causes.

The non-executive directors of the Board

should concurrently serve as directors to
a maximum of five publicly-listed

6. Positions of the Chairman and the As much as practicable, be separate to Must be separate and each individual
CEO foster an appropriate balance of power. should have clearly defined
May be unified but proper checks and responsibilities.
balances should be laid down.
7. NEDs separate periodic meetings The NEDs should have separate periodic
meetings with the external auditor and
heads of the internal audit, compliance
and risk functions, without any executive
directors present to ensure that proper
checks and balances are in place within
the corporation