SEC Form 20-IS - iRemit Global Remittance

CORPORATE GOVERNANCE
The Company practices the principles of good corporate governance – transparency, accountability, fairness
and responsibility – in reporting financial and non-financial information about its activities, and in its manner of
conducting business with its customers, investors, staff, stockholders, and its various publics.
The basic foundation and framework for corporate governance of I-Remit, Inc. is contained in its Articles of
Incorporation and its By-Laws and in their subsequent amendments.
In ensuring adherence to the principles of good corporate governance, the Board establishes the vision,
strategic direction, key objectives, and the major policies and procedures for the management of the
Company. The Board also ensures that internal control mechanisms are in place and adequate for good
governance.
Manual on Corporate Governance
On June 22, 2007, the Board of Directors approved and adopted the Company’s Manual on Corporate
Governance (“Manual”) pursuant to SEC Memorandum Circular No. 2, Series of 2002 issued by the Securities
and Exchange Commission on April 5, 2002. The Manual contains the principles of good corporate
governance and best practices and is intended to be kept updated with new governance-related regulatory
issuances. The Manual also established and defined the responsibilities and functions of the Board and
various Board committees necessary for good corporate governance, i.e., Audit Committee; Compensation
and Remuneration Committee; and the Nominations Committee. The Manual also defined the functions of the
Corporate Secretary and prescribes the roles of the Company’s external and internal auditors.
On February 18, 2011, the Board of Directors adopted the Company’s Revised Manual on Corporate
Governance in compliance with SEC Memorandum Circular No. 6, Series of 2009: Revised Code of
Corporate Governance.
In addition, the Company also has a Conduct, Discipline and Ethics (CODE) Manual that was first adopted on
May 1, 2004 and subsequently revised on July 7, 2004. This manual contains guidelines on matters involving
work performance; professionalism; behavior and dealings with employees, directors, customers, and
business partners; and handling of assets, records and information. This manual is in the process of being
revised to include standards on matters of good corporate governance such as insider trading and the
avoidance of conflict of interest situations.
Independent Directors
In accordance with SEC Memorandum Circular No. 16, Series of 2002, also known as the Guidelines on the
Nomination and Election of Independent Directors, two (2) of the eleven members of the Board of Directors
are Independent Directors in the persons of Messrs. Jose Joel Y. Pusta and Gregorio T. Yu.
As used in Section 38 of the Securities and Regulations Code (“SRC”), an independent director is a person
who, apart from his fees and shareholdings, is independent of management and free from any business or
other relationship which could, or could reasonably be perceived to, materially interfere with his exercise of
independent judgment in carrying out his responsibilities as a Director of the Company.
In accordance with SEC Notice on Certificate of Qualification dated October 20, 2006, the Independent
Directors of I-Remit, Inc. have, in August 2011, executed sworn Certifications of Independent Directors stating
that they possess all the qualifications and none of the disqualifications to serve as Independent Directors of
the Parent Company, as provided for in Section 38 of the Securities Regulation Code. The Certifications of
Independent Directors have been submitted to the Securities and Exchange Commission on August 16, 2011.
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