Disclosure And Transparency Flashcards
The company should establish corporate disclosure policies and procedures that are what?
- Practical
- Following the best practices and regulatory expectations
It should ensure that timely and accurate disclosure is made on all material matters regarding the corporation.
Corporate Governance Framework
The company should have a policy requiring all directors and officers to disclose/report any dealings within how many days?
3 days
What should the Board fully disclose on individual board members and key executives?
All relevant and material information
What should the Board establish to ensure a comprehensive, accurate, reliable, and timely report to shareholders and stakeholders?
Corporate disclosure policies and procedures
Why should the Board fully disclose all relevant and material information on individual board members and key executives?
- To evaluate their experience and qualifications
- To assess any potential conflicts of interest that might affect their judgement
What should the company provide clear disclosure in the Annual Corporate Governance Report?
- The policies and procedure for setting Board and executive remuneration
- The level and mix of the same
- Remuneration on an individual basis, including termination and retirement provisions
What should the Company disclose in their Manual on Corporate Governance?
- Policies governing Related Party Transactions (RPTs)
- Other unusual or infrequently occurring transactions
Where should the material or significant RPTs reviewed and approved during the year should be disclosed?
Annual Corporate Governance Report
What should be contained in the Company’s Manual on Corporate Governance?
Governance policies, programs, and procedures
What should be submitted to the regulators and posted on the Company’s website?
Manual on Corporate Governance
What should be particularly disclosed that could adversely affect the viability or interest of the Company’s shareholders and other stakeholders?
Acquisition or disposal of significant assets
These are companies whose shares of stocks are listed and traded at the Philippine Stock Exchange.
Publicly Listed Companies
What are the disclosure and transparency principles required for the corporate governance of Publicly Listed Companies?
- Establish corporate disclosure policies and procedures that are practical and following the best practices and regulatory expectations.
- Establish standards for the appropriate selection of an external audit and exercise effective oversight of the same to strengthen the external auditor’s independence and enhance audit quality.
- Ensure that material and reportable financial and non-financial and sustainability issues are disclosed.
- Maintain a comprehensive and efficient communication channel for disseminating relevant information.
It is one of the core principles of corporate governance.
Transparency
Why is the full disclosure of the Company’s corporate governance policies, programs, and procedures imperative?
To ensure the better protection of shareholders and stakeholders’ rights
This is the reference document that contains the said policies, programs, and procedures.
Manual on Corporate Governance
Regulatory body for accurate taxes payment and documentary compliance.
BIR - Bureau of Internal Revenue
Regulatory body for yearly submission of Audited Financial Statements, minutes of the meeting, and updates of General Information Sheet.
SEC - Securities and Exchange Commission
Regulatory body for compliance with minimum requirements in the workplace.
DOLE - Department of Labor and Employment
What are the Recommendations in Strengthening the External Auditors Independence and Improving the Quality of Audit?
- Audit Committee should have a robust process for approving and recommending the appointment, reappointment, removal, and fees of the external auditor.
- Audit Committee Charter should include Audit Committee’s responsibility for assessing the integrity and independence of external auditors.
- The Company should disclose the nature of non-audit services performed in the Annual Report.
What should be taken into consideration when including the Audit Committee’s responsibility for assessing the integrity and independence of the external auditor?
Relavant Philippine professional and regulatory requirements
Why should the Company disclose the nature of non-audit services performed in the Annual Report?
To deal with potential conflict of interests
Why should the Audit Committee be alert for any potential interest situations?
It could be viewed as impairing the external auditor’s objectivity.
What are the non-financial information that the Code emphasizes on managing which underpin sustainability?
Economic
Environmental
Social
Governance
What should the Company adopt for reporting sustainability and non-financial issues?
Globally recognized standard/framework
What are the external pressures mentioned that continues to increase?
Resource Scarcity
Globalization
Access to Information
What is one way to respond to sustainability challenges?
Disclosure to all shareholders and other stakeholders of the Company’s strategic and operational objectives and the impact of a wide range sustainability issues
Other term for the Company’s strategic objectives
Long-term Goals
Other term for the Company’s operational objectives
Short-term Goals
