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Globe 2012 annual report
corporate governance
Corporate Governance
Board of Directors
Governance Mechanism
Key Roles
The Board of Directors establishes the vision, mission and strategic direction of the Company, hence, is the supreme authority
in matters of governance. They monitor the overall corporate performance and protect the long-term interests of the various
stakeholders ensuring transparency, accountability and fairness. Ensuring the adequacy of internal control mechanisms,
reliability of financial reporting and compliance with applicable laws and regulations are also integrated as part of overseeing
the responsibility for risk management. Furthermore, certain matters including the approval of corporate operating and capital
budgets, major acquisitions and disposals of assets, major investments and changes in authority and approval limits are
reserved specifically for the Board’s disposition.
Board Composition
The Board composed of eleven (11) members is elected during the Annual Stockholders Meeting (ASM). They hold office for
the ensuing year until the next ASM. Only the President and CEO is appointed as executive director while the other members
remain non-executive directors. The non-executives are not involved in the day-to-day management of the business.
Globe Telecom receives the 1st Philippine Stock Exchange (PSE) Bell Award for Corporate Governance. The award was conferred by PSE
to honor the five best Philippine listed firms that were able to comply with PSE's corporate governance guidelines and other related rules and
regulations. The ceremony was graced by President Benigno S. Aquino III and Vice President Jejomar Binay.
Globe Telecom ethos believes that integrity, accountability and transparency in all aspects of the business are crucial
ingredients to the Company’s success. These are the principles that make up the Company’s foundation to achieving its
mission, vision and goals. With the continuous tests brought by global and national state of affairs, these values help the
Company endure these challenges.
The Company’s Articles of Incorporation and By-Laws maintain the basic structure of corporate governance while the
Manual for Corporate Governance acts as its supplement. These legal documents are the core of the Company’s operational
framework to its smallest detail including the principal duties of the members of the Board with emphasis on the composition
and balance of the Board, for a diverse pool of skills and background which ensures that duties and responsibilities are
performed in a proper manner despite an increasingly competitive environment.
Globe Telecom established their Manual of Corporate Governance that is in line and compliant to the regulations
implemented by the Securities and Exchange Commission (SEC). This manual was last updated in 2010 to conform with
SEC Memorandum Circular No. 6, Series of 2009 (Revised Code of Corporate Governance) and will be reviewed regularly to
preserve its compliance to government regulations.
In addition, Globe Telecom has implemented a Code of Conduct, Conflict of Interests and Whistleblower Policy. Formal
policies on Unethical, Corrupt and Other Prohibited Practices were put in effect to guard against unbecoming activities and
serve as a guide to work performance, dealings with employees, customers and suppliers, and managing assets, records and
information including the proper reporting, handling of complaints and fraudulent reports and whistleblowers. These policies
cover employees, management and members of the Board. These documents are the key to the balance of control and
governance at Globe Telecom.
In compliance with the Revised Code of Corporate Governance, the Board appoints three highly qualified independent
directors for effective weigh in on Board discussion and decisions. An independent director as defined by Globe is a person
independent from management and major/substantial shareholders and free from any business or other relationship which
could materially interfere with his exercise of independent judgment in carrying out responsibilities as a director.
The board members have enough expertise, professional experiences and background that enable thorough examination and
deliberation of the issues and matters affecting the Company. Moreover, for the members to fully execute their responsibilities,
trainings on corporate governance are given to them prior to assuming office.
The Nomination Committee presided by an independent director reviews the qualifications of all board members. The profiles
of the directors are found in the “Board of Directors” section of this Annual Report.
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