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Work fairly and objectively with the Board, its Committees, Management and stockholders;
Be aware of the laws, rules and regulations necessary in the performance of his duties and responsibilities;
Ensure all Board procedures, rules and protocols are strictly followed by the members;
Gather and analyze all documents, records and other information essential to the conduct of his duties and responsibilities to the Exchange;
Advise on the establishment of board committees and their terms of reference;
Obtain a schedule of topics for agenda at least five (5) working days in advance of the following meeting, from the Board committees and Exchange departments, put the Board on notice before every meeting, and ensure that the members have before them complete and accurate information that will enable them to arrive at intelligent decisions on matters that require their approval;
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Assist the Board in making informed, business judgments in good faith and in support of the performance of its responsibilities and obligations by establishing and developing a sound and reliable flow of relevant information;
Attend all Board meetings, including its executive sessions, except when justifiable causes, including but not limited to, illness, death in the immediate family and serious accidents, prevent him/her from doing so, and maintain records of the same;
Safe keep and preserves the integrity of the minutes of the meetings of the Board and its committees, as well as other official records of the corporation; and
Perform such other duties and responsibilities as may be provided by the SEC.
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Ensure proper on-boarding of new directors;
Ensure the effectiveness of the management system for monitoring compliance by the Exchange, its officers and directors with relevant laws, rules and regulations , the Code of Corporate Governance, and all governance issuances of regulatory agencies;
Monitor the results of management investigations and follow-up (including disciplinary action) of any fraudulent acts, accounting irregularities or non-compliance with policies, procedures and guidelines;
Ensure the integrity and accuracy of all documentary submissions to regulators;
Collaborate with other departments to properly address compliance issues, which may be subject to investigation;
Ensure the attendance of board members and key officers in relevant and/ or required trainings;
Obtain regular updates from Management and the Exchange’ s legal counsel regarding compliance matters;
Assess whether all regulatory compliance matters have been considered in the preparation of the financial statements;
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Assist in the development, revision and implementation of the Code of Business Conduct for the Exchange, its directors, officers and employees; and ascertain that the process or program for monitoring compliance with the Code of Business Conduct is performed by Management;
Review the findings of any examinations by regulatory agencies;
Appear before the SEC upon summon on relevant matters that need to be clarified by the same;
Determine violations of this Manual and recommend upon summon on relevant matters that need to be clarified by the same;
Determine violations of this Manual and recommend upon summon on relevant matters that need to be clarified by the same;
Identify, monitor and control compliance risks; and
Determine violations of this Manual and recommend upon summon on relevant matters that need to be clarified by the same;
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