Corporate Governance Policy Making and

Topics: Corporate governance, Corporation, Board of directors Pages: 22 (5090 words) Published: December 3, 2014

Pamantasan ng Lungsod ng Maynila

DBA Program – 3rd Term 2013-14

Policy Dynamics


Presented to:
Prof. Ramon A. Victor, Ph.D
February 23, 2014

POLICY ANALYSIS . . . . . . . . . . . . . . . . . . . . . Norvin Palma

GOVERNMENT POLICIES . . . . . . . . . . . . . . . . . . GenevevaDungca MONETARY & ECONOMIC POLICIES . . . . . . . . . Leticia Lopena COMPANY POLICIES . . . . . . . . . . . . . . . . . . . . . Maria Rhegel de Jesus BOARD OF DIRECTORS AND

POLICY MAKING . . . . . . . . . . . . . . . . . . . . . . . Claro Ganac The Role of the Board of Directors
in CorporateGovernance and Policy Making in
Philippine Publicly Listed Corporations


Claro G. Ganac

Presented to


The Role of the Board of Directors in Corporate
Governance and Policy Making


Corporate governance covers a large number of distinct concepts, legal systems and structures and processes that establishes best practices in the high-level direction and control of a corporation by the Board of Directors and Corporate Management. The conduct and performance of Corporate Governance (CG) in the Philippines for publicly listed corporations is implemented under the Code of Corporate Governance promulgated by the Securities and Commission and related statues and rules set by the Philippine Stock Exchange. The CG system consists of coherent structures, processes and communication requirements that determine the broad powers and responsibilities of the Board of Directors (BOD) and its members in setting directions for the corporation; protecting shareholder rights; ensuring proper compliance of the corporate organization to the principles of accountability, transparency and fairness; and ensuring the installation of proper internal controls and risk management practices. By virtue of the legal and regulatory framework provided to promote CG in listed corporations, safeguards and best practices have been put in place that have dramatically improved adherence and compliance to modern and proper governance processes. These have institutionalized the broad role of the BOD in the strategy formulation systems and enhanced policy-making, decision-making and review and control mechanisms in the corporation. A small survey of listed corporations revealed the tendency for larger-capitalized and higher-valued corporations to exceed compliance standards and performance over the smaller-capitalized corporations. Further future research in this direction is recommended. The Role of the Board of Directors in Corporate

Governance and Policy Making

I. Introduction:
All of business literature and corporate practice recognizes the supreme authority and overall accountability of the Board of Directors (also known as Governing Body, Board of Trustees and related names that essentially mean the same) in the governance and administration of a corporation or business organization. Corporate Governance(CG) has evolved over the years as the broad encompassing concept relating to the overall framework of rules, systems and processes relating to the enforcement of administrative, decision-making and oversight powers and performance of the Board of Directors and Management in the conduct of their fiduciary responsibility to the owners of the firm as provided for by law (Corporation Code of the Philippines; Securities & Exchange Commission, Code of Corporate Governance 2002). This paper aims to discuss the legal frameworks and the state of current corporate practice in corporate governance and policy making by the Governing Body or Board of Directors of private (i.e. non-government) stock corporations in the Philippines.CG implementation of SEC and Philippine Stock Exchange governance statutes of a small sample of publicly listed corporations were explored in this paper. This is to objectively assess...

Bibliography: Anderson, Chris. What 's the Difference Between Policies and Procedures?  Bizmanualz, April 4, 2005
Barnard, Chester, The Functions of the Executive
Brown, J. Robert, Jr. and Casey, Lisa L., Corporate Governance: Cases and Materials, 2012
Carver, John, Corporate boards that create value: governing company performance from the boardroom (2002 Jossey-Bass); Harvard Business Review on Corporate Governance (2000 Harvard Business School Press).
Code of Corporate Governance, Securities and Exchange Commission
Corporation Code of the Philippines
Matthias Brauer, Sascha L. Schmidt, (2008) "Defining the strategic role of boards and measuring boards ' effectiveness in strategy implementation", Corporate Governance Journal, Vol. 8 ISS: 5, pp.649 – 660
Patrick Kenny, Corporate Governance in the U. S.: Post-Enron
Saldaña, Cesar G., Philippine Corporate Governance Environment and Policy and Their Impact on Corporate Performance, OECD, 1999
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