GOVERNANCE AT PACIFIC ONLINE
At Pacific Online, we believe in balancing the interests of the many stakeholders and upholding shareholders’ value. Our aim is to have equilibrium between economic and social and between individual and communal goals. With this in mind, our Board of Directors has established corporate governance principles to ensure accountability, fairness and transparency in the organization.
Corporate Governance Manual
The principal roles of the Board of Directors of Pacific Online are to oversee how management serves the interests of the shareholders and other stakeholders, and to ensure that the latter are adequately and timely informed of all relevant information about the Company. Towards this end, the Board has adopted Corporate Governance Principles to ensure its independence and keep itself fully-informed of the key risks and strategic issues facing Pacific Online.
| Date | Title | Links |
|---|---|---|
| 2017-May-31 | Manual on Corporate Governance |  |
Charter of the Board of Directors
It shall be 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 stakeholdersand strategic issues facing Pacific Online.
| Date | Title | Links |
|---|---|---|
| 2017-May-31 | Charter of the Board of Directors | |
Internal Audit Charter
The mission of the internal audit is to provide independent, objective assurance and consulting services designed to add value and improve the Company’s operations. It helps the Corporation accomplish its objectives by bringing in a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and the governance process.
| Date | Title | Links |
|---|---|---|
| 2018-May-15 | Internal Audit Charter | |
Board Committees, Charter & Attendance
To assist the Board of Directors in ensuring compliance with good corporate governance principles, the following committees have been formed:
Executive Committee
The Executive Committee which exercises, in between meetings of the Board, all the powers of the Board (except those powers expressly reserved by applicable law to the Board) in the management and direction of the business and conduct of the affairs of the Company, subject to any specific directions given by the Board.
|
Willy N. Ocier |
Chairman (Director) |
|
Armin B. Raquel-Santos |
Member (Director) |
| Ma. Viriginia V. Abo-Hamda |
Member (Director) |
| Date | Title | Links |
|---|---|---|
| 2017-May-31 | Executive Committee Charter | |
| 2017-Dec-31 | Executive Committee Attendance | |
Audit Committee
The Audit Committee assists the Company’s Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing Pacific Online’s quarterly and annual financial statements, considering the scope of the Company’s annual external audit, approving the Company’s internal audit program, advising on the appointment of external auditors, and reviewing the effectiveness of the Company’s internal control systems and risk management systems.
|
Laurito E. Serrano |
Chairman (Independent Director) |
|
Jerry C. Tiu |
Member (Independent Director) |
| Tarcisio M. Medalla |
Member (Director) |
| Date | Title | Links |
|---|---|---|
| 2017-May-31 | Audit Committee Charter | |
| 2018-May-28 | Annual Confirmation of Internal Audit & Control Adequacy | |
| 2017-Dec-31 | Audit Committee Attendance Meeting | |
Board Risk Oversight Committee
The Risk Committee will assist the Board in providing framework to identify, assess, monitor and manage the risks associated with the Company’s business. It helps the Board to adopt practices designed to identify significant areas of business and financial risks and to effectively manage those risks in accordance with Company’s risk profile.
|
Jerry C. Tiu |
Chairman (Independent Director) |
|
Laurito E. Serrano |
Member (Independent Director |
|
Tarcisio M. Medalla |
Member (Director) |
| Date | Title | Links |
|---|---|---|
| 2018-May-31 | Board Risk Oversight Committee Charter | |
| 2017-Dec-31 | Board Risk Oversight Committee Attendance Meeting | |
Corporate Governance Committee
The Corporate Governance Committee is tasked with ensuring compliance with, and proper observance of, corporate governance principles and practices.
|
Joseph C. Tan |
Chairman (Independent Director) |
|
Laurito E. Serrano |
Member (Independent Director) |
|
Jerry C. Tiu |
Member (Independent Director) |
| Date | Title | Links |
|---|---|---|
| 2017-May-31 | Corporate Governance Committee Charter | |
| 2017-Dec-31 | Corporate Governance Committee Meeting | |
Related Party Transactions Committee
The Committee shall be responsible for reviewing all material related party transactions of the Company and ensuring that all RPTs are conducted on a fair and arms-length basis. Transactions considered material are subject to review by the Committee prior to Board approval and Management execution.
|
Joseph C. Tan |
Chairman (Independent Director) |
|
Laurito E. Serrano |
Member (Independent Director) |
|
Jerry C. Tiu |
Member (Independent Director) |
| Regina O. Reyes |
Member (Director) |
|
Henry N. Ocier |
Member (Director) |
| Date | Title | Links |
|---|---|---|
| 2017-Mar-21 | Related Party Transactions Committee Charter | |
| 2017-Dec-31 | Related Party Transactions Committee Meeting | |
Board Meeting Attendance
| Date | Title | Links |
|---|---|---|
| 2017-Dec-31 | BOD meetings and attendance | |
Board of Directors Evaluation
| Date | Title | Links |
|---|---|---|
| 2017-Dec-31 | Board of Directors Evaluation 2017 | |
Continuing Education
POSC’s continuing education program enables its Directors and Officers to stay current with the latest development on corporate governance topics. The corporate training programs are important components in fostering board effectiveness.
| Date | Title | Links |
|---|---|---|
| 2017-Dec-31 | Continuing Education for Directors And Officer | |