Chap 4 - SEC Code of Corp Gov, Continued

Question 1

Principle 10. The company should ensure that the

Answer 1

material and reportable non-material and sustainability issues are disclosed

Question 2

The Board should have a clear and focused policy on the disclosure of non-financial information, with emphasis on the management of

Answer 2

Economic, Environmental, Social and Governance (EESG) issues of its business (Recommendation 10.1)

Question 3

EESG issues of the business underpin

Answer 3

sustainability (Recommendation 10.1)

Question 4

As external pressures including _______________________________ continue to increase, the way corporations respond to sustainability challenges, in addition to financial challenges, determines their long-term viability and competitiveness

Answer 4

resource scarcity, globalization and access to information (Explanation Principle 10)

Question 5

Disclosures can be made using

Answer 5

standards/frameworks (Explanation Principle 10)

Question 6

G4 Framework made by

Answer 6

the Global Reporting initiative (GRI) (Explanation Principle 10)

Question 7

(Principle 11) The company should maintain a

Answer 7

comprehensive and cost-efficient communication channel for disseminating relevant information.

Question 8

(Principle 11) Communication channel is crucial for informed decision making by

Answer 8

investors, stakeholders and other interested users

Question 9

The company should include _________________ as channels of communication to ensure the timely and accurate dissemination of public, material information to its shareholders and other investors

Answer 9

Media and analysts briefings (Recommendation 11.1)

Question 10

The manner of disseminating relevant information to its intended users is as important as the

Answer 10

content of the information itself (Explanation Principle 11)

Question 11

It is essential for the company to have a ___________________ channel for reporting

Answer 11

Strategic and well-organized (Explanation Principle 11)

Question 12

Communication channels can provide _________________________ relevant to investor’s decision-making, as well as to other interested stakeholders

Answer 12

Timely and Up-to-Date (Explanation Principle 11)

Question 13

(Principle 12) To ensure the integrity, transparency and proper governance in the conduct of its affairs, the company should have a

Answer 13

strong and effective internal control system and enterprise risk management framework

Question 14

The company should have an ______________ internal control system and an enterprise risk management framework in the conduct of its business

Answer 14

Adequate and effective (Recommendation 12.1)

Question 15

Company’s internal control system and enterprise risk management takes into account

Answer 15

Size, Risk Profile, and complexity of operations (Recommendation 12.1)

Question 16

An adequate and effective internal control system and an enterprise risk management framework help sustain

Answer 16

Safe and Sound operations as well as implement management policies to attain corporate goals

Question 17

An effective internal control system embodies

Answer 17

management oversight and control culture; risk recognition and assessment; control activities; information and communication; monitoring activities and correcting deficiencies

Question 18

An effective enterprise risk management framework typically includes such activities as the

Answer 18

identification, sourcing, measurement, evaluation, mitigation, and monitoring of risk

Question 19

The company should have in place an

Answer 19

independent internal audit function that provides an independent and objective assurance, and consulting services designed to add value and improve the company’s operations

Question 20

A separate internal audit function helps the company accomplish its objectives by bringing a __________________________ to evaluating and improving the effectiveness of the company’s governance, risk management and control functions.

Answer 20

systematic, disciplined approach

Question 21

Subject to a company’s size, risk profile and complexity of operations, it should have a

Answer 21

qualified Chief Audit Executive (CAE)

Question 22

The CAE shall

Answer 22

oversee and be responsible for the internal audit activity of the organization, including that portion that is outsourced to a third party service provide.

Question 23

In case of a fully outsourced internal audit activity, a _____________________ should be assigned the responsibility for managing the fully outsourced internal audit activity

Answer 23

Qualified independent executive or senior management personnel

Question 24

Subject to its size, risk profile and complexity of operations, the company should have a separate

Answer 24

risk management function to identify, assess and monitor key risk exposures

Question 25

In managing the company's Risk Management System, the company should have a

Answer 25

Chief Risk Officer (CRO), who is the ultimate champion of Enterprise Risk Management (ERM) and has the adequate authority, stature, resources, and support to fulfill his/her responsibilities, subject to a company's size, risk profile, and complexity of operations

Question 26

(Principle 13) The company should treat all shareholders

Answer 26

fairly and equitably, and also recognize, protect and facilitate the exercise of their rights

Question 27

The Board should ensure that basic shareholder rights are disclosed in

Answer 27

the Manual on Corporate Governance and on the company's website

Question 28

It is the responsibility of the Board to adopt a

Answer 28

policy informing the shareholders of all their rights

Question 29

Shareholders rights relate to the following, among others:

Answer 29

- Pre-emptive rights; - Dividend policies; - Right to propose the holding of meetings and to include agenda items ahead of the scheduled Annual and Special Shareholders Meeting - Right to nominate candidates to the Board of Directors - Nomination processes; and - Voting procedures that would govern the Annual and Special Shareholders meeting

Question 30

The Board should encourage active shareholder participation by sending the

Answer 30

Notice of Annual and Special Shareholders Meeting with sufficient and relevant information at least 28 days before the meeting

Question 31

The Board should encourage active shareholder participation by making the result of the votes taken during the most recent Annual or Special Shareholders Meeting

Answer 31

publicly available the next working day.

Question 32

The Minutes of the Annual and Special Shareholders Meeting should be available on the company website within

Answer 32

five business days from the end of the meeting

Question 33

The Board should make available, at the option of a shareholder, an

Answer 33

alternative dispute mechanism to resolve intra-corporate disputes in an amicable and effective manner. This should be included in the company's Manual on Corporate Governance

Question 34

The Board should establish an _________________ to ensure constant engagement with its shareholders

Answer 34

Investor Relations Office (IRO)

Question 35

____________ should be present at every shareholders meeting

Answer 35

Investor Relations Office (IRO)

Question 36

The rights of stakeholders established by __________________ must be respected

Answer 36

law, by contractual relations and through voluntary commitments

Question 37

Where stakeholders rights and/or interests are at stake, stakeholders should have the opportunity to

Answer 37

obtain prompt effective redness for the violation of their rights

Question 38

The Board should identify the company's various stakeholders and promote cooperation between them and the company creating

Answer 38

wealth, growth, and sustainability

Question 39

The Board should establish ____________________ to provide a mechanism on the fair treatment and protection of shareholders

Answer 39

clear policies and programs

Question 40

The Board should adopt a _____________________ that allow stakeholders to communicate with the company and to obtain redress for the violation of their rights

Answer 40

transparent framework and process

Question 41

(Principle 15) A mechanism for employee participation should be developed to create a

Answer 41

symbiotic environment, realize the company's goals and participate in its corporate governance processes

Question 42

The board should establish policies, programs and procedures that encourage employees to actively participate in the

Answer 42

realization of the company's goals and in its governance

Question 43

The Board should set the tone and make a stand against corrupt practices by adopting an

Answer 43

anti-corruption policy and program in its Code of Conduct.

Question 44

the Board should disseminate policy and program to employees across the organization

Answer 44

through trainings to embed them in the company's culture

Question 45

The Board should establish a suitable ______________________ that allows employees to freely communicate their concerns about illegal or unethical practices, without fear of retaliation and to have direct access to an independent member of the Board or a unit created to handle whistleblowing concerns.

Answer 45

framework for whistleblowing

Question 46

The Board should be ____________ in establishing the framework for whistleblowing, as well as in supervising and ensuring its enforcement

Answer 46

Conscientious

Question 47

(Principle 16) The company should be in all its dealings with the communities where it operates.

Answer 47

socially responsible

Question 48

(Principle 16) It should ensure that its interaction serve its environment and stakeholders in a __________________ that is fully supportive of its comprehensive and balanced development

Answer 48

positive and progressive manner

Question 49

The company should recognize and place an importance on the ___________ between business and society, and promote a ___________________ that allows the company to grow its business, while contributing to the advancement of the society where it operates

Answer 49

interdependence; mutually beneficial relationship