EDC 2014 SR (UPDATED)

EDC 2014 Performance Report
Board Orientation and Training Program. In ensuring our Board’s continuous education and awareness of global best practices, all our directors
participated in at least one of the corporate governance seminars conducted for the year by a duly-accredited training provider, in compliance with SEC
Memorandum Circular No. 20, ss. of 2013. The corporate governance seminars provided EDC Directors, Corporate Officers and Senior Management
an opportunity to learn and integrate corporate governance principles and be provided with useful insights on various and current governance
issues. EDC’s Directors and Corporate Officers finished the year with 100% participation and compliance. Further, as part of our governance initiatives
and beyond-compliance requirements, other members of the Management Team, such as the head of the various Business Units and Assistant Vice
Presidents, also attended the Corporate Governance seminars for 2014.
Directors Richard B. Tantoco and Ernesto B. Pantangco also attended a seminar on adaptive leadership last August 13 and 14, 2014.
Board Strategic Planning. In compliance with the mandate to be the strategic lead for EDC, our Board of Directors undertook a one-day Strategic
Planning Session last October 3, 2014.
The Strategic Planning Session provided the Board of Directors with the opportunity for concentrated discussion and strategic thinking about EDC’s
future state. In particular, discussion focused on the 2020 goals and the strategies of (1) diversified growth, (2) world-class systems, and (3) empowered
workforce. The Strategic Planning Session also allowed our Board to review EDC’s vision, mission and core values and align it with our business
environment, management style, and culture.
The 2014 Strategic Planning Session was attended by all of the eleven (11) members of the Board, including the Chairman Emeritus Oscar M. Lopez,
Chairman/CEO Federico R. Lopez and President/COO Richard B. Tantoco. All of EDC’s Independent Directors likewise attended the Strategic Planning
Session.
The Annual in-House Corporate Governance Evaluation. Since 2008, we have adopted an annual Board Self-assessment Evaluation and
President’s Evaluation, with majority of the Board providing their inputs and insights on the overall performance of the Board and Board Committees
as well as their assessment of the President’s performance, leadership, operational management, working relationship with the Board, and financial
management.
In 2014, the Compliance Office again assisted the Board in the conduct of its Annual Integrated Corporate Governance Evaluation. The 2014
Integrated Corporate Governance Evaluation covers the Board, the Board Committee and the President’s performance for the period from May 7,
2013 to May 6, 2014. For the 2014 cycle, the Compliance Office has also incorporated the recommendations under the ASEAN Corporate Governance
framework and made improvements in the CG evaluation, i.e. modification of the questions and inclusion of the individual director’s self-assessment.
The evaluation form has quantitative and qualitative components. The quantitative component involves an evaluation of the scores given by the Board
participants on the following:
• Board’s Performance
• Board Committee’s Performance
• Individual Director’s Self-Appraisal
• Chairman’s Performance
• President’s Performance
The qualitative component provides the Board an opportunity to give its opinions and suggestions, or to identify particular issues or concerns or
highlights about its performance or aspects of the Board’s operations.
The Method and Process Common to all Subsets of Our CG Evaluation. Every member of our Board is given a copy of the Integrated Corporate
Governance Evaluation questionnaire to which they shall complete their responses. Individual responses are treated with the highest level of
confidentiality and are processed by the Compliance Office for the comprehensive results. When necessary, the members of the Board may have
discussions with the Compliance Officer or the Corporate Secretary for clarification or interpretation. The summary of the evaluation results are
reported to the Board, through the Audit and Governance Committee, who, in turn develops recommendations for Board consideration or action,
whenever necessary.
1.
Board Self-Assessment
a) Objective. The Board Self-Assessment questions evaluate the Board’s performance on its compliance with OECD and ASEAN corporate
governance principles. It also provides an opportunity for the participants to identify areas for improvement on the Board’s performance
and effectiveness.
b) Criteria. The criteria for the Board Self-Assessment are primarily based on the OECD and ASEAN corporate governance principles
of fairness, accountability, transparency and recognition of shareholders’ rights. It also aimed to measure leadership and business
knowledge and expertise, Board and committee focus, and strategy.
c) Result Summary. In the 2014 Board Self-Assessment, the participants strongly agree that the Board performed very well, particularly
on exhibiting independent-mindedness, stewardship, and rigorous decision making, and showing constructive interaction and candid
communication within the Board and with Management. The participants likewise strongly agree that the Board focuses on activities
that help the company maximize shareholder value and is comprised of the right mix of knowledge, skills, expertise, values, attitudes
and energy essential to success. The Board participants also gave opinions on strategic and business planning, corporate goals, and
conduct of meeting.
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This page contains the following GRI indicator(s):
G4-38, G4-43, G4-44, G4-SO4.