ACGS Round 2014 Self Assessment

2014
ASEAN CORPORATE GOVERNANCE SCORECARD ROUND 2014

SELF-ASSESSMENT
Table of Contents
PART A: RIGHTS OF SHAREHOLDERS .............................................................................................................................................................................. 1
A.1 Basic Shareholders Rights ................................................................................................................................................................................ 1
A.2 Right to participate in decisions concerning fundamental corporate changes. .............................................................................................. 1
A.3 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting
procedures, that govern general shareholder meetings. ............................................................................................................................................. 2
A.4 Markets for corporate control should be allowed to function in an efficient and transparent manner......................................................... 8
A.5 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. ............................................. 8
PART B: EQUITABLE TREATMENT OF SHAREHOLDERS ................................................................................................................................................... 9
B.1 Shares and Voting Rights .................................................................................................................................................................................. 9
B.2 Notice of AGM ................................................................................................................................................................................................ 10
B.3 Insider trading and abusive self-dealing should be prohibited. ..................................................................................................................... 12
B.4 Related party transactions by directors and key executives.......................................................................................................................... 13
B.5 Protecting minority shareholders from abusive actions ................................................................................................................................ 14
PART C: ROLE OF STAKEHOLDERS ................................................................................................................................................................................ 15
C.1 The rights of stakeholders that are established by law or by mutual agreement are to be respected. ........................................................ 15
C.2 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of
their rights. .................................................................................................................................................................................................................. 19
C.3 Performance-enhancing mechanisms for employee participation should be permitted to develop............................................................ 20
C.4 Stakeholders including individual employee and their representative bodies should be able to freely communicate their concerns about
illegal or unethical practices to the board and their rights should not be compromised for doing this. ................................................................... 21
PART D: DISCLOSURE AND TRANSPARENCY ................................................................................................................................................................. 22
D.1 Transparent ownership structure .................................................................................................................................................................. 22
D.2 Quality of Annual Report ............................................................................................................................................................................... 23
D.3. Disclosure of related party transactions (RPT) ............................................................................................................................................. 27
D.4 Directors and commissioners dealings in shares of the company ................................................................................................................. 27
ii
Annual Corporate Governance Report | Philex Mining Corporation
D.5 External auditor and Auditor Report ............................................................................................................................................................. 28

D.6 Medium of communications .......................................................................................................................................................................... 28
D.7 Timely filing/release of annual/financial reports ........................................................................................................................................... 29
D.8 Company website........................................................................................................................................................................................... 30
D.9 Investor relations ........................................................................................................................................................................................... 31
PART E: RESPONSIBILITIES OF THE BOARD ................................................................................................................................................................... 32
E.1 Board Duties and Responsibilities .................................................................................................................................................................. 32
E.2 Board structure............................................................................................................................................................................................... 34
E.3 Board Processes.............................................................................................................................................................................................. 40
E.4 People on the Board ....................................................................................................................................................................................... 47
E.5 Board Performance......................................................................................................................................................................................... 50
LEVEL 2 : BONUS ........................................................................................................................................................................................................... 52
PART A: RIGHTS OF SHAREHOLDERS ............................................................................................................................................................................ 52
A.1 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting
procedures, that govern general shareholders meeting. ........................................................................................................................................... 52
PART B: EQUITABLE TREATMENT OF SHAREHOLDERS ................................................................................................................................................. 53
B.1 Notice of AGM ................................................................................................................................................................................................ 53
PART C: ROLE OF STAKEHOLDERS ................................................................................................................................................................................ 53
C.1 The rights of stakeholders that are established by law or by mutual agreement are to be respected. ........................................................ 53
PART D: DISCLOSURE AND TRANSPARENCY ................................................................................................................................................................. 54
D.1 Quality of Annual Report ............................................................................................................................................................................... 54
PART E: RESPONSIBILITIES OF THE BOARD ................................................................................................................................................................... 54
E..1. Board Competencies and Diversity .............................................................................................................................................................. 54
E.2 Nominating Committee .................................................................................................................................................................................. 55
E.3 Board Appointments and Re-Election ............................................................................................................................................................ 55
E.4 Board Structure & Composition ..................................................................................................................................................................... 56
iii
E.5 Board Performance......................................................................................................................................................................................... 56

LEVEL 2 : PENALTY ........................................................................................................................................................................................................ 56
PART A: RIGHTS OF SHAREHOLDERS ............................................................................................................................................................................ 56
A.1 Basic shareholder rights ................................................................................................................................................................................. 56
A.2 Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic
shareholder rights as defined in the Principles, subject to exceptions to prevent abuse.rights as defined in the Principles, subject to exceptions
to prevent abuse. ........................................................................................................................................................................................................ 57
A.3 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting
procedures, that govern general shareholders meeting. ........................................................................................................................................... 57
A.4 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity
ownership should be disclosed. .................................................................................................................................................................................. 58
A.5 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity
ownership should be disclosed. .................................................................................................................................................................................. 58
B. Equitable treatment of shareholders ....................................................................................................................................................................... 59
B.1 Insider trading and abusive self-dealing should be prohibited. ..................................................................................................................... 59
B.2 Protecting minority shareholders from abusive action ................................................................................................................................. 59
C. Role of stakeholders ................................................................................................................................................................................................. 59
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected. ............................................. 59
C.2 Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable
information on a timely and regular basis. ................................................................................................................................................................. 60
D. Disclosure and transparency .................................................................................................................................................................................... 60
D.1 Sanctions from regulator on financial reports ............................................................................................................................................... 60
E. Responsibilities of the Board .................................................................................................................................................................................... 61
E.1 Compliance with listing rules, regulations and applicable laws ..................................................................................................................... 61
E.2 Board Appraisal .............................................................................................................................................................................................. 62
E.3 External Audit ................................................................................................................................................................................................. 62
E.4 Board structure and composition................................................................................................................................................................... 62
iv
PART A: RIGHTS OF SHAREHOLDERS

A.1 Basic Shareholders Rights
Item
No.
A.1.1
Question
Does the company pay (interim

and final/annual) dividends in
an equitable and timely
manner; that is, all
shareholders are treated
equally and paid within 30 days
after being (i) declared for
interim dividends and (ii)
approved by shareholders at
general meetings for final
dividends?
Response
Yes
Source/Link
Comments
Page 42 of Management Report in DIS 20/ Notice of

AGM
http://www.philexmining.com.ph/userfiles/2014%20D Companys dividend policy is to
efinitive%20Information%20Statement.pdf
distribute at least 25% of core net
income as dividends, and to pay
Glossy AR page 87
dividends within 30 days after
http://www.philexmining.com.ph/userfiles/file/Philex declaration. (Last cash dividends was
%20Annual%20Report%202013/PMC%20AR%20Reduc declared on February 26, 2014 and
ed.pdf
paid March 26, 2014 - 29 days after
declaration with February being a
Dividend Policy disclosure
short month.)
http://www.philexmining.com.ph/userfiles/Dividend%
20Pay-out%20Policy(1).pdf
A.2 Right to participate in decisions concerning fundamental corporate changes.

Item
No.
Question
Response
Source/Link
Comments
Do shareholders have the

right to participate in:
A.2.1
Amendments to the
company's constitution?
Yes
A.2.2
The authorisation of
additional shares?
Yes
By Laws
http://www.philexmining.com.ph/userfiles/Amended
%20By-Laws(1).pdf
A.2.3
The transfer of all or

substantially all assets, which
in effect results in the sale of
the company?
Yes
CG Manual
http://www.philexmining.com.ph/userfiles/PMC%20
Revised%20CG%20Manual(1).pdf
ASEAN Corporate Governance Scorecard | Philex Mining Corporation
Shareholders have the right to

participate in as follows: (i)
Amendment of Articles of
Incorporation; (ii)
Increase of capital stock; (iii)
Sale or disposition, including the
constitution of a mortgage or a
pledge, of all or substantially all of
the Companys assets.
A.3 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures,
that govern general shareholder meetings.
Item
No.
Question
A.3.1
Do shareholders have the

opportunity, evidenced by an
agenda item, to approve
remuneration (fees, allowances,
benefit-in-kind and other
emoluments) or any increases in
remuneration for the non-executive
directors/commissioners?
Response
Yes
Source/Link
CG Manual
http://www.philexmining.com.ph/userf
iles/PMC%20Revised%20CG%20Manua
l(1).pdf
By Laws
iles/Amended%20By-Laws(1).pdf
CG Manual (page 18)

iles/Corporate%20Governance%20Man
ual.pdf
A.3.2
Does the company provide noncontrolling shareholders a right to

nominate candidates for board of
Website
Yes
http://www.philexmining.com.ph/corp
orate-governance/keypartners/shareholders
By-Laws
iles/Amended%20By-Laws(1).pdf
ACGR page 86
Comments
Shareholders have the right to participate in

the following: (i)
Waiver of pre-emptive rights for specific
transactions; (ii) Mergers and consolidations
(Sec. 77. Code); (iii) Amendment of By-Laws.
Company respects rights of the minority

shareholders and develops policies toward
ensuring that the Board will, in all cases,
consider the corporate interests as a whole.
Key guidelines include (i) emphasis on the
fiduciary responsibilities of the Board and the
officers to the Company and its shareholders,
and the duties of care and prudence; (ii)
emphasis on the avoidance of conflict of
interest and on prompt disclosure of
potential conflict; (iii) prompt, full, and fair
disclosure of material information; (iv)
adoption of policies on related party
transactions; and (v) other policies toward
avoidance of actions that will favor the
controlling or major shareholder/s at the
expense of the minority shareholder.
Right to nominate is corollary to the right to
vote, which is expressly provided in
Companys CG Manual and By Laws.
Item
No.
A.3.3
A.3.4
A.3.5
Question
Does the company allow

shareholders to elect
directors/commissioners
individually?
Does the company disclose

the voting and vote
tabulation procedures used,
declaring both before the
meeting proceeds?
Do the minutes of the most

recent AGM record that
there was an opportunity
allowing for shareholders to
ask questions or raise issues?
Response
Source/Link
DIS -20/ Notice of AGM page 23/ page 27 of link

http://www.philexmining.com.ph/userfiles/2014%20D
Yes
Minutes of AGM (page 2)

http://www.philexmining.com.ph/userfiles/PX%20%20Minutes%20AGM%20(June%2025%202014)%20FI
NAL.pdf
Yes

NAL.pdf
Yes
Minutes of AGM (page 8-9)

NAL.pdf
Comments
Election/Voting Procedures are

discussed both in the Notice of AGM
and Minutes of AGM.
Proxies are tabulated and results

announced for each item on the
Agenda.
Recent AGM provided for an open

forum/Q&A for shareholders to ask
questions and/or raise issues.
Item
No.
A.3.6
Question
Do the minutes of the most

recent AGM record questions
and answers?
A.3.7
Does the disclosure of the

outcome of the most recent
AGM include resolution(s)?
A.3.8

the voting results including
approving, dissenting, and
abstaining votes for each
agenda item for the most
recent AGM?
Response
Source/Link
Minutes of AGM (pages 8-9)
NAL.pdf
Yes
ACGR (pages 81-82)
Comments
Questions and /or issues or concerns

raised during the AGM open forum are
part of the AGM minutes.

NAL.pdf
Yes
Yes
ACGR (pages 82)
Minutes of AGM
NAL.pdf
Minutes of AGM include all the

resolutions taken up during the AGM.
Voting results are disclosed and

included in the Minutes of AGM.
Item
No.
A.3.9
Question

the list of board members
who attended the most
recent AGM?
Did the chairman of the

board of
A.3.10 directors/commissioners
attend the most recent
AGM?
Response
Yes
Yes
Did the chairman of the Audit

A.3.12 Committee attend the most
recent AGM?
Yes
Minutes of AGM (page1)

NAL.pdf
Yes
Did the CEO/Managing

A.3.11 Director/President attend
the most recent AGM?
Did the company organise

A.3.13 their most recent AGM in an
easy to reach location?
Source/Link
Minutes of AGM (page1)

NAL.pdf

Yes

NAL.pdf
Comments
Attendance of the Board of Directors is

disclosed in the Minutes of AGM.
Attendance of Board of Directors in the

AGM
Directors Present:
Manuel V. Pangilinan - Chairman
Eulalio B. Austin, Jr. - President and
CEO
Robert C. Nicholson
Oscar J. Hilado
- Independent Director;
- Chairman, Audit and Risk
Committee
Eliza Bettina R. Antonino
Wilfredo A. Paras - Independent
Director
Bienvenido E. Laguesma
Barbara Ann C. Migallos -Corporate
Secretary
The AGM of Company was held at

Crowne Plaza Galeria Manila, Ortigas
Avenue corner ADB Avenue, Ortigas
Center, Quezon City, Metro Manila.
Item
No.
A.3.14
Question
Does the company allow for

voting in absentia?
Did the company vote by poll

(as opposed to by show of
A.3.15
hands) for all resolutions at
the most recent AGM?

that it has appointed an
independent party
A.3.16
(scrutineers/inspectors) to
count and/or validate the
votes at the AGM?
Response
Source/Link
Comments
Yes

Shareholders were given pertinent

proxy forms a month before the AGM
to allow them to votes for each item in
the agenda.

NAL.pdf
Yes
ACGR page 83
Yes

NAL.pdf
ACGR page 83
Voting is conducted by poll for

shareholders attending in person, and
tabulation of proxies for shareholders
represented by proxies.
Company disclosed the appointment of

independent party (e.g., Sycip Gorres
Velayo & Company or SGV & Co.) and
the independent election inspectors
(Messrs. Jose Pepito Zabat and Marc
Bonnie Wong) in the AGM to count
and/or validate votes.
Item
No.
Question
Does the company make

publicly available by the next
working day the result of the
A.3.17
votes taken during the most
recent AGM for all
resolutions?
Do companies provide at
A.3.18 least 21 days notice for all
resolutions?
Does the company provide

the rationale and explanation
for each agenda item which
A.3.19 require shareholders
approval in the notice of
AGM/circulars and/or the
accompanying statement?
Response
Yes
Yes
Yes
Source/Link
Comments
Co. Website:
Voting result are disclosed to the
http://www.philexmining.com.ph/userfiles/PX%202014
Philippine Stock Exchange and posted
%20Annual%20Stockholders%20Meeting.pdf
on the Companys website immediately
after the meeting.
Minutes of AGM
http://www.philexmining.com.ph/userfiles/PX%20Voting tabulation prepared by the
%20Minutes%20AGM%20(June%2025%202014)%20FI
Companys transfer agent (Stock
NAL.pdf
Transfer Service, Inc.) is attached to the
Minutes of AGM as annex. All voting
ACGR page, 82
results for each agenda are reflected in
the tabulation.
Co. Website:
http://www.philexmining.com.ph/userfiles/PMC%20Di
As early as February 27, 2014, the
sclosure%20-%202014%20AGM%20schedule.pdf
Company announced the details of
annual shareholders meeting on June
ACGR page, 80
25, 2014. These are posted on the PSE
website and the Company website.
DIS -20-(Notice of AGM) Details of Agenda

page 3-4 of link
The rationale and explanation for each

agenda is attached to the Notice of
AGM
A.4 Markets for corporate control should be allowed to function in an efficient and transparent manner.
Item
No.
A.4.1
Question
In cases of mergers,
acquisitions and/or takeovers
requiring shareholders
approval, does the board of
directors/ commissioners of
the offeree company appoint
an independent party to
evaluate the fairness of the
transaction price?
Response
Source/Link
Comments
As matter of practice, the Board either designates a committee of
directors or a senior officer to choose an independent consultant
and to formulate the objectives and parameters of the study and
the desired end product or deliverable, and evaluate fairness of
terms and conditions.
Yes
ACGR, page 88
In cases of mergers and acquisitions, the CEO and the CFO,
together with external financial and technical consultants, prepare
a detailed recommendation for consideration by the Board. An
independent party is named for a specific transaction. In most
transactions considered, an independent adviser is retained.
A.5 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated.
Item
No.
A.5.1
Question
Is the share ownership by

institutional investors, other
than controlling shareholders,
greater than 5%?
Response
Source/Link
Website:
http://www.philexmining.com.ph/investorrelations/shareholder-matters/shareholdingstructure
Yes
Annual Report (Glossy) page 86/ page 88 of link

http://www.philexmining.com.ph/userfiles/file/P
hilex%20Annual%20Report%202013/PMC%20AR
%20Reduced.pdf
Comments
There are no controlling shareholders. SSS

and PCD Nominee are institutional
investors with share ownership greater
than 5%.
PART B: EQUITABLE TREATMENT OF SHAREHOLDERS

B.1 Shares and Voting Rights
Item
No.
B.1.1
B.1.2
Question
Do the company's ordinary or

common shares have one vote
for one share?
Where the company has more

than one class of shares, does
the company publicise the
voting rights attached to each
class of shares (e.g. through
the company website /
reports/ the stock exchange/
the regulator's website)?
Response
Yes
Source/Link
Corporation Code, CG Manual, ACGR

CG Manual
http://www.philexmining.com.ph/userfiles/PMC
%20Revised%20CG%20Manual(1).pdf
By Laws
http://www.philexmining.com.ph/userfiles/Amen
ded%20By-Laws(1).pdf
Yes
Corporation Code, CG Manual

CG Manual
http://www.philexmining.com.ph/userfiles/PMC
%20Revised%20CG%20Manual(1).pdf
By Laws
http://www.philexmining.com.ph/userfiles/Amen
ded%20By-Laws(1).pdf
Comments
One share is entitled to one vote.

Cumulative voting, which enhances the
ability of minority shareholders in voting
for the election of directors, is allowed.
The Company has only one class of shares.

Each share has one vote.
B.2 Notice of AGM

Item
No.
B.2.1
Question
Does each resolution in the

most recent AGM deal with
only one item, i.e., there is no
bundling of several items into
the same resolution?
B.2.2
Are the company's notice of

the most recent AGM/circulars
fully translated into English
and published on the same
date as the local-language
version?
B.2.3
Are the profiles of

directors/commissioners ( at
least age, academic
qualification, date of first
appointment, experience, and
directorships in other listed
companies) in seeking
election/re-election included?
10
Response
Source/Link
Comments
DIS -20-(Annex to Notice of AGM of Philex Mining

Corporation - Details of Agenda) page 3-4 of link
http://www.philexmining.com.ph/userfiles/2014
%20Definitive%20Information%20Statement.pdf
In the Notice of AGM, a detailed agenda

for each item is presented for resolution in
the AGM. There is no bundling of several
items into the same resolution.

http://www.philexmining.com.ph/userfiles/PX%2
0%20Minutes%20AGM%20(June%2025%202014)
%20FINAL.pdf
Minutes of the AGM discloses resolution

for each item in the agenda, and there is
likewise no bundling of several items into
the same resolution.
Yes
DIS-20/Notice of AGM
All notices/circulars are written and

published in English language.
Yes
DIS-20/ Notice of AGM Pages 7-9 / pages 11-13 of

link
Directors profile, professional background

and other material information are
provided in the Companys DIS, GIS,
Annual Report, etc.
Yes
Item
No.
B.2.4
B.2.5
Question
Are the auditors seeking

appointment/re-appointment
clearly identified?
Has an explanation of the

dividend policy been
provided?
Response
Source/Link
Comments
DIS-20/ Notice of AGM Page 18/ page 22 of link

Yes
External auditors seeking reappointment

are clearly identified.

Yes
Policy of Company is to declare cash

dividend of up to 25% of the Companys
core net income should the circumstances
allow for its declaration. Further, the
SEC 17-A Annual Report page 20 / page 22 of link) timing of payment will be within the 30http://www.philexmining.com.ph/userfiles/SEC_1 day period prescribed under corporate
7-A_2013_PMC.pdf
governance best practices.
B.2.6
Is the amount payable for final

dividends disclosed?
Yes
Dividends payable are disclosed. Dividends

payable amounted to P483.4 million in
http://www.philexmining.com.ph/userfiles/2014 2014 compared to P460.7 million in 2013.
%20Definitive%20Information%20Statement.pdf The Company declared cash dividends
amounting to P0.05 per share in February
SEC 17 A Annual Report - page 32 and 34 of link) 2014, representing regular dividends from
http://www.philexmining.com.ph/userfiles/SEC_1 the Companys core income for the full
7-A_2013_PMC.pdf
year 2013. There were no dividends
declared in 2013.
B.2.7
Were the proxy documents

made easily available?
Yes

11
Proxy documents are attached to the

notice / DIS and are easily available to
shareholders.
B.3 Insider trading and abusive self-dealing should be prohibited.

Item
No.
B.3.1
B.3.2
Question
Does the company have

policies and/or rules
prohibiting
directors/commissioners and
employees to benefit from
knowledge which is not
generally available to the
market?
Are the directors /

commissioners required to
report their dealings in
company shares within 3
business days?
12
Response
Yes
Source/Link
Comments
Amended Policy on Dealings in Company Shares

of Stock
http://www.philexmining.com.ph/userfiles/Amen This is covered by the Code of Business
ded%20Policy%20on%20Dealings%20in%20Comp Conduct and Ethics and Policy on Dealings
any%20Shares%20-%20June%2025,%202014.pdf in Company Shares of Stock.
Code of Business Conduct and Ethics page 4
http://www.philexmining.com.ph/userfiles/code
%20of%20business%20conduct%20and%20ethics.
pdf
Yes
This is covered by the Revised Policy on

Dealings in Company Shares of Stock.
Amended Policy on Dealings in Company Shares
Under the policy, all concerned directors,
of Stock
officers and/or employees to report to
http://www.philexmining.com.ph/userfiles/Amen Compliance Officer all respective dealings
ded%20Policy%20on%20Dealings%20in%20Comp in company shares within two (2) business
any%20Shares%20-%20June%2025,%202014.pdf days, and for the Company to disclose the
same within three (3) business days from
date of transaction.
B.4 Related party transactions by directors and key executives.

Item
No.
B.4.1
Question
Does the company have a

policy requiring directors
/commissioners to disclose
their interest in transactions
and any other conflicts of
interest?
B.4.2

policy requiring a committee
of independent directors/
commissioners to review
material/significant RPTs to
determine whether they are in
the best interests of the
company and shareholders?
B.4.3

policy requiring board
members
(directors/commissioners) to
abstain from participating in
the board discussion on a
particular agenda when they
are conflicted?
13
Response
Source/Link
Related Party Transaction Policy

http://www.philexmining.com.ph/userfiles/Related
%20Party%20Transaction%20Policy.pdf
Yes
Conflict of Interest Policy
http://www.philexmining.com.ph/userfiles/Conflict
%20of%20interest%20Policy.pdf
Comments
This is covered by the Conflict of

Interest Policy and Code of Business
Conduct and Ethics.

http://www.philexmining.com.ph/userfiles/Related
%20Party%20Transaction%20Policy.pdf
--
Yes
This is covered by Related Party

Transaction Policy. Review is conducted
by the Corporate Governance
Committee of the Board of Directors to
Charter of Corporate Governance Committee
ensure that all significant related party
http://www.philexmining.com.ph/userfiles/Corpora transactions are in the best interest of
te%20Governance%20Committee%20Charter.pdf
the Company and shareholders.
Conflict of Interest Policy page 9


Interest Policy and the Code of Business
Conduct and Ethics.
Item
No.
B.4.4
Question
policies on loans to directors
and commissioners either
forbidding this practice or
ensuring that they are being
conducted at arm's length
basis and at market rates.
Response
Source/Link
Comments
Yes
Conflict of Interest Policy (page 8)


Interest Policy and the Code of Business
Conduct and Ethics.
B.5 Protecting minority shareholders from abusive actions

Item
No.
B.5.1
B.5.2
Question
Were there any RPTs that can

be classified as financial
assistance to entities other
than wholly-owned subsidiary
companies?

that RPTs are conducted in
such a way to ensure that they
are fair and at arms' length?
14
Response
Source/Link
Comments

http://www.philexmining.com.ph/userfiles/Related%
20Party%20Transaction%20Policy.pdf
Yes
Charter of Corporate Governance Committee
http://www.philexmining.com.ph/userfiles/Corporate
%20Governance%20Committee%20Charter.pdf
Yes

http://www.philexmining.com.ph/userfiles/Related%
20Party%20Transaction%20Policy.pdf
This is provided in the Related Party

Transaction Policy to the effect that as
matter of policy, the Company shall at
all times abide by the standard that the
RPT is fair and at arms length.
PART C: ROLE OF STAKEHOLDERS

C.1 The rights of stakeholders that are established by law or by mutual agreement are to be respected.
Item
No.
Question
C.1.1
Stipulates the existence and

scope of the company's efforts
to address customers'
welfare?
C.1.2
Explains supplier/contractor
selection practice?
C.1.3
Describes the company's

efforts to ensure that its value
chain is environmentally
friendly or is consistent with
promoting sustainable
development?
C.1.4
Elaborates the company's

efforts to interact with the
communities in which they
operate?
15
Response
Source/Link
Comments
Yes
In line with Code of Business Conduct and Ethics,

SEC 17A/ Annual Report (page 6)
Company upholds fair and transparent dealings with
http://www.philexmining.com.ph/user
customers. Relationship with customers is governed
files/SEC_17-A_2013_PMC.pdf
by long-term contracts.
Yes
Vendor Relations Policy

This is covered by the Vendor Relations Policy.
files/Supplier%20Contractor%20Relatio
ns%20Policy.pdf
Yes
Glossy Annual Report

(Pages 66 -73 / Pages 68-75 of link)
files/file/Philex%20Annual%20Report%
202013/PMC%20AR%20Reduced.pdf
Glossy Annual Report (pages 76-81/

page 76-83 of link)
Yes
Companys efforts are geared toward becoming a

socially and environmentally responsible company.
Related activities are discussed in the Companys
Annual Report.
Community programs are geared toward developing

livelihood and providing for their social, cultural,
educational, health, safety, and environmental
needs. Programs are discussed in the Companys
Annual Report.
Item
No.
Question
Response
Source/Link
Comments
Code of Business Conduct and Ethics

page 3
files/code%20of%20business%20condu
ct%20and%20ethics.pdf
C.1.5
Describe the company's anticorruption programmes and

procedures?

files/Conflict%20of%20interest%20Poli
cy.pdf
Yes
Policy on Gifts, Entertainment and

Sponsored Travels
files/Policy%20on%20Gifts%20Entertai
nment%20and%20Sponsored%20Trave
ls(1).pdf
Policy of Company is to avoid the direct or indirect

commission of bribery and corruption of
representatives of government or regulators to
facilitate any transaction or gain any perceived or
actual favor or advantage, excluding permissible
additional payments for routine governmental
actions allowed by applicable laws and regulations.
Related policies are as follows: Code of Business
Conduct and Ethics, Conflict of Interest Policy, Policy
on Gifts, Entertainment and Sponsored Travels, and
Vendor Relations Policy.

ns%20Policy.pdf
C.1.6
Describes how creditors' rights

are safeguarded?
16
Yes
As matter of policy, the Company upholds the rights

of its creditors by publicly disclosing all material
information, such as earning results and risk
SEC 17 A page 60;
exposures, related to but not limited to loan
http://www.philexmining.com.ph/user covenants. Corporate disclosures, controls and
procedures include periodic reports to major lenders,
such as the latest certified financial statements,
among others.
Item
No.
Question
Response
Source/Link
Comments
Does the company disclose the

activities that it has
undertaken to implement the
above mentioned policies?
C.1.7
C.1.8
C.1.9
C.1.10
Customer health and safety
Supplier/Contractor selection
and criteria
Environmentally-friendly value
chain
Interaction with the

communities
17
Yes
SEC 17A(page 4)
As part of commitment to welfare of customers, the
Page 6 of link
Company representatives and Company customers
meet annually to review and discuss for
improvements the operations and related activities
of preceding year..
ACGR page 62
Yes

http://www.philexmining.com.ph/user Please see policy for details of selection and criteria.
ns%20Policy.pdf
Yes
Glossy Annual Report

(Pages 66 -73 / Pages 68-75 of link)
Yes
Glossy Annual Report (pages 76-81/

page 76-83 of link)
Please see Annual Report for community
development activities.
Please see Annual Report for discussion of activities

undertaken by the Company to promote
environmental awareness and to show commitment
for environmental protection.
Item
No.
Question
Response
Source/Link
Comments

files/code%20of%20business%20condu
ct%20and%20ethics.pdf
C.1.11
Anti-corruption programmes
and procedures
Yes

files/Conflict%20of%20interest%20Poli
cy.pdf
Specific policies of the Company have anti-corruption
programmes and procedures which aims to uphold
Policy on Gifts, Entertainment and
the highest professional standards of business
Sponsored Travels
practices, core values and ethics in its business
http://www.philexmining.com.ph/user dealings .
files/Policy%20on%20Gifts%20Entertai
nment%20and%20Sponsored%20Trave
ls(1).pdf
ns%20Policy.pdf
C.1.12 Creditors Rights
18
Yes
Glossy Annual Report (pages 46/ page

The Company provides periodic reports to major
48 of link)
http://www.philexmining.com.ph/user creditors, such as certified financial statements
files/file/Philex%20Annual%20Report% among others.
Item
No.
Question
Response
Source/Link
Website
http://www.philexmining.com.ph
separate corporate
C.1.13 responsibility (CR)
report/section or sustainability
report/section?
Yes
Comments
Sustainability in the Website:

Environmental Stewardship
Community Empowerment : H.E.L.P Program
-Health; Education; Livelihood; Public Infrastructure
Glossy Annual Report (pages 66-74)

Caring for the Environment
Nurturing Communities
Separate Section in the Glossy Annual Report for:
Caring for the Environment
Nurturing Communities
C.2 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their
rights.
Item
No.
Question
Response
Source/Link
Comments
Corporate Affairs: Atty. Michael T. Toledo, SVP for
Corporate Affairs
C.2.1
Does the company provide contact

details via the company's website or
Annual Report which stakeholders
(e.g. customers, suppliers, general
public etc.) can use to voice their
concerns and/or complaints for
possible violation of their rights?
Investor Relations: Mr. Rolando S. Bondoy,

Division Manager - Investor Relations
Yes
Website
http://www.philexmining.com.ph/ta
Trade Creditors & Suppliers Inquiries: Ms.
lk-to-us/corporate-address
Paraluman M. Navarro, Division ManagerCorporate Finance
Telephone No.: (632) 631-1381 to 88 / Email:

philex@philexmining.com.ph
19
C.3 Performance-enhancing mechanisms for employee participation should be permitted to develop.

Item
No.
C.3.1
Question
Response
Does the company explicitly disclose

the health, safety, and welfare
policy for its employees?
Yes
C.3.2
Does the company publish relevant

information relating to health,
safety and welfare of its employees?
C.3.3
Does the company have training and

development programmes for its
employees?
C.3.4
Does the company publish relevant

information on training and
development programmes for its
employees?
C.3.5

reward/compensation policy that
accounts for the performance of the
company beyond short-term
financial measures?
20
Yes
Yes
Source/Link
Glossy Annual Report (pages 62)

Page 64-67of link
http://www.philexmining.com.ph/u
serfiles/file/Philex%20Annual%20Re
port%202013/PMC%20AR%20Reduc
ed.pdf
Website
http://www.philexmining.com.ph/c
orporate-governance/keypartners/employees
Comments
The Company follows safety and health

management programs for its employees, host
communities, etc. This is in keeping with policy of
Company to respect the dignity and rights of its
employees, including the rights guaranteed by
existing labor laws, to promote safety,
nondiscrimination, environmental awareness, and
commitment in the workplace, and to support
programs that champion the engagement and
development of employees.
ACGR (pages 67-69)

Yes
Yes
ACGR pages 69-70
Company adopted reward policy in the form of

Stock Option Plan that accounts for the
performance of Company beyond short-term
financial measures.
C.4 Stakeholders including individual employee and their representative bodies should be able to freely communicate their concerns about illegal or
unethical practices to the board and their rights should not be compromised for doing this.
Item
No.
C.4.1
C.4.2
Question
Does the company have procedures

for complaints by employees
concerning illegal (including
corruption) and unethical
behaviour?
Does the company have a policy or

procedures to protect an
employee/person who reveals
illegal/unethical behavior from
retaliation?
21
Response
Yes
Source/Link
Whistle Blowing (WB) Policy
serfiles/WHISTLE%20BLOWING%20
POLICY.pdf
Comments
Please refer to Policy.
ACGR pages 69-70
Yes
Whistle Blowing (WB) Policy and/or

procedures to protect from
retaliation
serfiles/WHISTLE%20BLOWING%20
POLICY.pdf
Policy and procedure to protect employee from

retaliation is provided in the Whistle Blowing
Policy.
Please refer to pages 19-26 of WB Policy
- Discussion of Procedure for Complaints on
Retaliation.
PART D: DISCLOSURE AND TRANSPARENCY

D.1 Transparent ownership structure
Item
No.
D.1.1
D.1.2
Question
Response
Does the information on

shareholdings reveal the identity of
beneficial owners, holding 5%
shareholding or more?
Yes
Does the company disclose the direct

and indirect (deemed) shareholdings
of major and/or substantial
shareholders?
Yes
Source/Link
Comments
Glossy Annual Report (page 86)

Page88 of link
http://www.philexmining.com.ph/
userfiles/file/Philex%20Annual%20 Please follow link for details.
Report%202013/PMC%20AR%20Re
The Company discloses the shareholdings of
duced.pdf
major and/or substantial shareholders on a
quarterly basis.
Website
http://www.philexmining.com.ph/i
nvestor-relations/shareholdermatters/shareholding-structure
ACGR page 74-75
D.1.3

of directors (commissioners)?
Yes
D.1.4

of senior management?
Yes
22
SEC 17-A Annual Report page 48 of

report/page 50 of link
The Company discloses direct and direct
http://www.philexmining.com.ph/ shareholdings of directors (commissioners) and
userfiles/SEC_17-A_2013_PMC.pdf senior management on a quarterly basis.
Item
No.
D.1.5
Question
Does the company disclose details of

the parent/holding company,
subsidiaries, associates, joint ventures
and special purpose enterprises/
vehicles (SPEs)/ (SPVs)?
Response
Yes
Source/Link
Comments
SEC 17-A Annual Report pages3-4

of report/pages 5-6 of link
http://www.philexmining.com.ph/ The Company discloses details of the
userfiles/SEC_17-A_2013_PMC.pdf parent/holding company, subsidiaries,
associates, etc. as part of Corporate Profile in
Website
the Annual Report and website.
about-us/corporate-profile
D.2 Quality of Annual Report

Item
No.
Question
Response
Source/Link
Comments
Does the company's annual report

disclose the following items:
D.2.1
Key risks
23
Yes
Company disclosed in Annual Report the following

key business risks:
a.) Exploration and Development of Mineral
SEC 17-A Annual Report pages14- Deposits
17 of report/pages 16-19 of link
b.)Mineral Agreements, Permits and Licenses, and
http://www.philexmining.com.ph/ Operating and/or Royalty agreement
userfiles/SEC_17-A_2013_PMC.pdf c.) Operational Risk for Mining Operations
d.) Price Risks
e.) Environmental and Natural Events Risks
Item
No.
D.2.2
D.2.3
D.2.4
D.2.5
Question
Response
Source/Link
Does the company's annual report

disclose the following items:
Corporate objectives
Yes
page 11 of Glossy AR/ page 13 of

the link
http://www.philexmining.com.ph/ Corporate objectives are disclosed in the Annual
userfiles/file/Philex%20Annual%20 Report and company website.
duced.pdf
Financial performance indicators
Yes
Company disclosed as part of financial and nonfinancial indicators the following:
Non- Financial performance

indicators
Dividend Policy
Yes
Yes
SEC 17-A Annual Report pages3537 of report/pages 37-39 of link

userfiles/SEC_17-A_2013_PMC.pdf
Details of whistle-blowing policy
Yes
Website
userfiles/WHISTLE%20BLOWING%2
0POLICY.pdf
24
a.) Safety Performance; b.) Earnings Per Share

(EPS); c.) Tonnes Milled and Metal Produced; d.)
Total Production Cost Per Tonne and Operating
Cost Per Tonne of Ore Milled, and Per Ounce Gold
and Per Pound Copper Produced e.) Exploration
Activities
Glossy AR page 87/ page 89 of link

Dividend policy is disclosed in the annual report.
userfiles/file/Philex%20Annual%20
duced.pdf
D.2.6
Comments
Details of Whistle-Blowing Policy are provided in

website and discussed in the annual report.
Item
No.
Question
Response
Source/Link
Comments
SEC 17-A Annual Report pages4143 of report/pages 43-45of link
D.2.7
Biographical details (at least age,

qualifications, date of first
appointment, relevant experience,
and any other directorships of
listed companies) of
Yes
Details and information (at least age,

http://www.philexmining.com.ph/ qualifications, date of first appointment, and
userfiles/SEC_17-A_2013_PMC.pdf relevant experiences) of directors/commissioners
are provided in the Annual Report.
Glossy Annual Report page 32-35
of report/page 34-37 of link)
Directorship in other Listed Companies are also
http://www.philexmining.com.ph/ seen on page 42 of the glossy annual report and
userfiles/file/Philex%20Annual%20 pages 53-55 of the SEC-17A
duced.pdf

D.2.8
D.2.9
Training and/or continuing

education programme attended by
each director/commissioner
Number of board of
directors/commissioners meetings
held during the year
25
Yes
Yes
Directors trainings and seminars attended are

Glossy Annual Report page 44 of
disclosed in the annual report.
report/page 46 of link)
duced.pdf
SEC 17-A Annual Report pages 56
of report/pages 58 of link
Meetings and attendance are disclosed in the SEC
17 A annual report and Glossy Annual report.
Item
No.
Question
Attendance details of each

D.2.10 director/commissioner in respect
of meetings held
Details of remuneration of each

D.2.11 member of the board of
Does the Annual Report contain a

statement confirming the
company's full compliance with the
D.2.12 code of corporate governance and
where there is non-compliance,
identify and explain reasons for
each such issue?
26
Response
Yes
Yes
Source/Link
Comments

duced.pdf
SEC 17-A Annual Report page 46Director receives per diem is P8,000 per board
47of report/pages 48-49 of link
meeting or committee participation attended.
SEC 17-A Annual Report page 64 of

report/ page 66 of link
Yes

report /page 51 of link
duced.pdf
Companys Annual Report contains statement of

conformance to corporate governance standards
and best practices.
D.3. Disclosure of related party transactions (RPT)

Item
No.
Question
Response
D.3.1
Does the company disclose its

policy covering the review and
approval of material/significant
RPTs?
Yes
D.3.2

name of the related party and
relationship for each
material/significant RPT?
Yes

nature and value for each
material/significant RPT?
Yes
D.3.3
Source/Link
Comments
Related Party Transaction (RPT)

Policy
Company has policy to review material and/or
http://www.philexmining.com.ph/ significant related party transactions (RPT) in the
userfiles/Related%20Party%20Tran form of Related Party Transaction Policy.
saction%20Policy.pdf
SEC 17-A Annual Report pages 3739/ pages 39-41 of link

Details of RPT are disclosed in the audited
http://www.philexmining.com.ph/ financial statements (AFS) of the Company.
D.4 Directors and commissioners dealings in shares of the company

Item
No.
D.4.1
Question

trading in the company's shares by
insiders?
27
Response
Yes
Source/Link
Comments
SEC 17 e company disclose trading

in the company's shares
Trading of Company shares by insiders are
http://www.philexmining.com.ph/ disclosed in the annual report.
D.5 External auditor and Auditor Report

Item
No.
Question
Response
D.5.1
Are audit fees disclosed?
Yes
D.5.2
Are the non-audit fees disclosed?
Yes
D.5.3
Do the non-audit fees exceed the

audit fees?
Yes
Source/Link
Comments
Audit and non-audit fees of external auditors are

page 40 of report/page 42 of link
disclosed in the annual report. Non-audit fees
http://www.philexmining.com.ph/ exceeded the audit fee for the year on account of
userfiles/SEC_17-A_2013_PMC.pdf required assistance in due diligence of Company
projects.
D.6 Medium of communications

Item
No.
Question
Response
Source/Link
Comments
Website:
corporate-governance/companydisclosures/sec-filings
Please see link for the required disclosures, and

for the schedule of release of quarterly financial
http://www.philexmining.com.ph/i results.
nvestor-relations/calendar-ofevents/release-of-financial-results
D.6.1
Quarterly reporting
Yes
D.6.2
Company website
Yes
http://www.philexmining.com.ph
Yes
http://www.philexmining.com.ph/i Please visit our website at philexmining.com.ph.

nvestor-relations/companypresentations
D.6.3
Analyst's briefing
28
Item
No.
D.6.4
Question
Media briefings /press
conferences
Response
Source/Link
Yes
newsroom/press-release
Comments
D.7 Timely filing/release of annual/financial reports

Item
No.
Question
Response
D.7.1
Is the audited annual financial

report / statement released within
120 days from the financial year
end?
Yes
D.7.2
Is the annual report released

within 120 days from the financial
year end?
Yes
D.7.3
Is the true and fairness/fair

representation of the annual
financial statement/reports
affirmed by the board of
directors/commissioners and/or
the relevant officers of the
company?
29
Source/Link
http://www.philexmining.com.ph/in
vestor-relations/calendar-ofevents/release-of-financial-results
serfiles/SEC_17-A_2013_PMC.pdf
SEC 17A Annual Report page 67-68

of report/page 69-70of link
serfiles/SEC_17-A_2013_PMC.pdf
Yes
Comments
Please refer to the Statement of Management

Responsibility (SMR) related to the fairness of the
annual financial statements/reports of the
Company and signed by relevant officers of the
Company.
serfiles/file/Philex%20Annual%20Re
port%202013/PMC%20AR%20Reduc
ed.pdf
D.8 Company website

Item
No.
D.8.1
Question
Business operations
Response
Yes
Source/Link
Website
http://www.philexmining.com.ph/investorrelations/performance-update/productionupdates
http://www.philexmining.com.ph/corporategovernance/company-disclosures/sec-filings
D.8.2
D.8.3
Financial statements/reports
(current and prior years)
Materials provided in briefings to

analysts and media
Yes
Website
http://www.philexmining.com.ph/investorrelations/corporate-disclosures/financialreports
http://www.philexmining.com.ph/corporategovernance/company-disclosures/sec-filings
Yes
Website
http://www.philexmining.com.ph/userfiles/xoP
hilex_Analyst%20Briefing%201H2014%20Perfo
rmance[1].pdf
Website
http://www.philexmining.com.ph/investorrelations/shareholder-matters/shareholdingstructure
D.8.4
Shareholding structure
30
Yes
Glossy Annual Report page 86 of report/page

88 of link)
http://www.philexmining.com.ph/userfiles/file
/Philex%20Annual%20Report%202013/PMC%2
0AR%20Reduced.pdf
Comments
Item
No.
Question
Response
Source/Link
Comments
Website
D.8.5
D.8.6
D.8.7
Group corporate structure
Downloadable annual report
Notice of AGM and/or EGM
D.8.8
Minutes of AGM and/or EGM
D.8.9
Company's constitution
(company's by-laws,
memorandum and articles of
association)
Yes
http://www.philexmining.com.ph/aboutus/corporate-structure
Yes
Website
http://www.philexmining.com.ph/investorrelations/annual-reports
Yes
Website
http://www.philexmining.com.ph/corporategovernance/company-disclosures/notice-ofstockholders-meetings
Yes
Website
http://www.philexmining.com.ph/corporategovernance/company-disclosures/minutes-ofstockholders-meetings
Yes
Website
http://www.philexmining.com.ph/corporategovernance/documents-and-policies/by-lawsand-articles-of-incorporation
D.9 Investor relations

Item
No.
D.9.1
Question
contact details (e.g. telephone,
fax, and email) of the officer /
office responsible for investor
relations?
31
Response
Source/Link
Yes
Website
http://www.philexmining.com.ph/inv
estor-relations/contact-us/investorrelations
Comments
PART E: RESPONSIBILITIES OF THE BOARD

E.1 Board Duties and Responsibilities
Item
No.
E.1.1
E.1.2
Question

corporate governance policy / board
charter?
Are the types of decisions requiring

board of directors/ commissioner
approval disclosed?
32
Response
Source/Link
Comments
Yes
Corporate Governance Manual

http://www.philexmining.com.ph/co
rporate-governance/documents-andPlease refer to copies of the Company By Laws,
policies/manual-and-reports
CG Manual and CG Policies posted at Company
website.
Corporate Governance Policies
rporate-governance/documents-andpolicies/policies
Yes
Corporate Governance Manual pages

5-8
http://www.philexmining.com.ph/co Types of decisions and the extent of powers and
rporate-governance/documents-and- responsibilities of the Board are provided under
policies/manual-and-reports
the Companys Corporate Governance Manual
and under the Corporation Code of the
SEC 17-A 2013 Page 53
Philippines.
http://www.philexmining.com.ph/us
erfiles/SEC_17-A_2013_PMC.pdf
Item
No.
Question
Response
Source/Link
SEC 17-A Annual Report: (Page 5253)

E.1.3
Are the roles and responsibilities of

the board of directors/
commissioners clearly stated?
Yes
Corporate Governance Manual:

Sections 2.1.3 to 2.1.5( Page 5-8)
Comments
Role and responsibilities of each Director are

clearly stated in the By Laws, Annual Report,
Corporate Governance Manual and the
Corporation Code of the Philippines.
erfiles/PMC%20Revised%20CG%20M
anual(1).pdf
E.1.4
Does the company have a vision and

mission statement?
33
Company vision is to a highly respected, worldclass natural resource company committed to

deliver excellent value to its investors,
employees, and other stakeholders.
Yes
Company Website:
rporate-governance/our-values-andCompany mission is to be a responsible mining
principles/vision-and-mission
corporation that discovers and processes
minerals and energy resources for the use of
society.
Item
No.
Question
Response
Source/Link
Comments
Company Website:
rporate-governance/our-values-andprinciples/vision-and-mission
E.1.5
Has the board review the vision and

mission/strategy in the last financial
year?
Yes
CG Manual -page 6 / page 9 of link

http://www.philexmining.com.ph/us Company vision and mission are reviewed by
erfiles/PMC%20Revised%20CG%20M Company on annual basis.
anual(1).pdf
Glossy AR page 44
erfiles/file/Philex%20Annual%20Rep
ort%202013/PMC%20AR%20Reduce
d.pdf
E.1.6
Does the board of directors

monitor/oversee the
implementation of the corporate
strategy?
Yes
CG Manual
page 6 / page 9 of link
The Board oversees implementation of
http://www.philexmining.com.ph/us corporate strategies as provided under the
erfiles/PMC%20Revised%20CG%20M Companys CG Manual.
anual(1).pdf
E.2 Board structure

Item
No.
E.2.1
Question
Are the details of the code of ethics

or conduct disclosed?
34
Response
Source/Link
Yes
Website
erfiles/code%20of%20business%20c
onduct%20and%20ethics.pdf
Comments
Item
No.
Question
E.2.2
Does the company disclose that all

directors/commissioners, senior
management and employees are
required to comply with the code?
E.2.3
Does the company disclose how it

implements and monitors
compliance with the code of ethics
or conduct?
E.2.4
E.2.5
Do independent
directors/commissioners make up at
least 50% of the board of
Are the independent

independent of management and
major/ substantial shareholders?
35
Response
Source/Link
Yes

page 7
Yes

(Page 7-9) :
Please refer to section on policy
implementation and monitoring.
No
Yes
Comments
Company has two (2) independent directors in

compliance with the Securities Regulation Code
SEC 17-A 2013: (Page 52-53)
which requires "at least two (2) independent
http://www.philexmining.com.ph/us directors or such independent directors shall
constitute at least (20%) of the members of such
board, whichever is the lesser".
An independent director means a person who is
independent of management and who, apart
from his fees and shareholdings, is free from
CG Manual Annex 1
any business or other relationship with the
Company which could, or could reasonably be
perceived to, materially interfere with his
anual(1).pdf
exercise of independent judgment in carrying
out his responsibilities as a director of the
Company.
Item
No.
Question
E.2.6
Does the company have a term limit

of nine years or less for its
independent
E.2.7
Has the company set a limit of five

board seats that an individual
independent/non-executive
director/commissioner may hold
simultaneously?
E.2.8
Does the company have any

independent
directors/commissioners who serve
on a total of more than five boards
of publicly-listed companies?
E.2.9
Does the company have any

executive directors who serve on
more than two boards of listed
companies outside of the group?
36
Response
Yes
--
Source/Link
Under the SEC rules, an independent directors

may serve as such only for a total of five (5)
ACGR 2012
years. In case of reelection, the director must
http://www.philexmining.com.ph/us comply with two (2) year cooling off period.
erfiles/Philex%20Mining's%20SEC%2 Under the Companys ACGR Year 2012, in case
0Annual%20Corporate%20Governan of re-election, term shall be limited to four (4)
ce%20Report%202012.pdf
years. To date, no independent director has
served for more than five consecutive years.
CG Manual
page 9 / page 12 of link
anual(1).pdf
Directorship in Other Listed
Companies:
No
SEC 17-A Annual Report pages 53-55
No
Comments
Glossy Annual Report page 42

d.pdf
Item
No.
Question
Response

E.2.10
Nominating Committee (NC)?
Yes
Does the Nominating Committee

comprise of a majority of
E.2.11
independent
No
Source/Link
CG Manual
Nomination Committee Members:
Manuel V. Pangilinan (Chairman)
anual(1).pdf
Juan B. Santos
Marilyn A. Victorio-Aquino
Website
Robert C. Nicholson
Wilfredo A. Paras (Independent)
rporate-governance/governancestructure/the-board-and-committees
No
Website

terms of reference/ governance
E.2.13
structure/charter of the Nominating
Committee?
Yes
Website:
erfiles/Charter%20of%20the%20No
minations%20Committee(1).pdf
Did the Nominating Committee

meet at least twice during the year?
Yes
Is the chairman of the Nominating

E.2.12 Committee an independent
director/commissioner?
E.2.14
Is the attendance of members at

E.2.15 Nominating Committee meetings
disclosed?
37
Yes
Comments
SEC17-A Annual Report (Page 57)

d.pdf
Item
No.
E.2.16
Question

Remuneration Committee?
Response
Yes
Does the Remuneration Committee

E.2.17 comprise of a majority of
independent directors?
No
Is the chairman of the

E.2.18 Remuneration Committee an
independent directors?
No

terms of reference/ governance
E.2.19
structure/ charter of the
Remuneration Committee?
E.2.20
Did the Remuneration Committee

meet at least twice during the year?
Yes
Source/Link
CG Manual
anual(1).pdf
Committee Members:
Juan B. Santos (Chairman)
Website:
Oscar J. Hilado (Independent)
Robert C. Nicholson
rporate-governance/governanceEdward A. Tortorici
structure/the-board-and-committees
SEC 17-A 2013 (Page 55)
Website
erfiles/Charter%20of%20the%20Com
pensation%20Committee(1).pdf
No
2012 ACGR
E.2.21 Remuneration Committee meetings
disclosed?
38
Yes
Comments
erfiles/Philex%20Mining's%20SEC%2
0Annual%20Corporate%20Governan
ce%20Report%202012.pdf
Item
No.
E.2.22
Question
Does the company have an Audit

Committee?
Response
Source/Link
Yes
CG Manual
anual(1).pdf
Does the Audit Committee comprise

entirely of non-executive
E.2.23 directors/commissioners with a
majority of independent
No
Is the chairman of the Audit

E.2.24 Committee an independent
Yes

terms of reference/governance
E.2.25
structure/charter of the Audit
Committee?
Yes
Does the Annual Report disclose the

E.2.26 profile or qualifications of the Audit
Committee members?
Yes
Does at least one of the

independent
directors/commissioners of the
E.2.27
committee have accounting
expertise (accounting qualification
or experience)?
Yes
39
Comments
The Committee Members are:
SEC 17-A 2013 Page 55:

Oscar J. Hilado (Chairman -Independent)
http://www.philexmining.com.ph/us Marilyn A. Victorio-Aquino
Robert C. Nicholson
Eliza Bettina R. Antonino
Website:
Website:
erfiles/Revised%20Audit%20Committ
ee%20Charter.pdf
SEC 17-A 2013 - Page41 to 43)

ACGR pages 43-44
Item
No.
Question
Did the Audit Committee meet at

E.2.28
least four times during the year?

E.2.29 Audit Committee meetings
disclosed?
Does the Audit Committee have

primary responsibility for
E.2.30 recommendation on the
appointment, and removal of the
external auditor?
Response
Source/Link
Comments
Yes
SEC17-A Annual Report (Page 56-57)

Yes

d.pdf
Yes
Audit Committee Charter page 2

Section 3
ee%20Charter.pdf
Audit Committee is responsible for the

appointment, setting of compensation,
retention, removal and oversight of the work of
the External Auditor, in a manner consistent
with applicable laws, regulations and valid
corporate practice.
Response
Source/Link
Comments
E.3 Board Processes

Item
No.
E.3.1
Question
Are the board of directors meeting

scheduled before the start of
financial year?
40
Yes
Website
http://www.philexmining.com.ph/co Schedule is set at the beginning of the calendar
rporate-governance/governanceyear.
structure/attendance--appraisal
Item
No.
Question
Response
Source/Link
Comments
SEC 17-A Annual Report pages 56

pages 58 of link
E.3.2
E.3.3
E.3.4
Does the board of

directors/commissioners meet at
least six times during the year?
Has each of the

directors/commissioners attended
at least 75% of all the board
meetings held during the year?
Does the company require a

minimum quorum of at least 2/3 for
board decisions?
41
Yes
Sixteen (16) meetings were held. Attendance

Glossy Annual Report page 43 of/
details are disclosed in the SEC 17 A annual
page 45 of link)
report and Glossy Annual report.
d.pdf
SEC 17-A Annual Report pages 56 of
report/pages 58 of link
No
No

d.pdf
ACGR page 32
In Philippine setting, there is no law or rule that

requires two thirds vote for Board decisions.
Effort is exerted for the Board to reach a
consensus before a vote is taken. When a
consensus is not reached, the vote may be
deferred to allow more time for discussions.
Item
No.
Question
Response
Source/Link
Comments
E.3.5
Did the non-executive

directors/commissioners of the
company meet separately at least
once during the year without any
executives present?
Yes
ACGR (Page 32):
A separate meeting of non-executive directors

without the presence of the CEO or any of the
executive officers is held at least once a year.
E.3.6
Are board papers for board of

directors/commissioners meetings
provided to the board at least five
business days in advance of the
board meeting?
Yes
ACGR (Page 33):
The policy is that board papers are provided to

directors at least five (5) days in advance.
E.3.7
E.3.8
Does the company secretary play a

significant role in supporting the
board in discharging its
responsibilities?
Is the company secretary trained in

legal, accountancy or company
secretarial practices?
42
Yes
Glossy Annual Report pages 48-49

d.pdf
CG Manual pages 13-14
erfiles/Corporate%20Governance%2
0Manual.pdf
Yes
Glossy Annual Report pages 48-49

d.pdf
Item
No.
E.3.9
Question

criteria used in selecting new
Response
Source/Link
Yes
CG Manual Annex B:
anual(1).pdf
DIS 20 Notice of AGM pages 10-11/

page 14-15 of link
erfiles/2014%20Definitive%20Inform
ation%20Statement.pdf

E.3.10 process followed in appointing new
Yes
Are all the directors/commissioners

E.3.11 subject to re-election at least once
every three years?
Yes
43
Comments
.
Charter of the Nominations
Committee:
erfiles/Charter%20of%20the%20No
minations%20Committee(1).pdf
By Laws Article 2 (Page 4) :

The Board of Directors shall be elected annually
at the regular meeting of the stockholders.
erfiles/Amended%20By-Laws(1).pdf
Item
No.
Question
Response

remuneration (fees, allowances,
benefit-in-kind and other
emoluments) policy/practices (i.e.
E.3.12
the use of short term and long term
incentives and performance
measures) for its executive directors
and CEO?
Yes
Is there disclosure of the fee

E.3.13 structure for non-executive
Yes
Do the shareholders or the Board of

Directors approve the remuneration
E.3.14
of the executive directors and/or
the senior executives?
44
Yes
Source/Link
Comments
SEC 17-A Annual Report (Page

46/Page 63) :
Website
rporate-governance/governancestructure/remuneration-policy
Website
rporate-governance/governancestructure/remuneration-policy
As matter of policy, the remuneration of

directors and other officers must be competitive
and at a level that will attract and retain talent
and motivate them to continue their efforts in
contributing to the long-term success of the
SEC 17-A 2013 (Page 63) :
Company. The compensation is in accordance
http://www.philexmining.com.ph/us with the Corporation Code and the Company
By-Laws or as approved by the shareholders.
Item
No.
Question
Do independent non-executive
directors/commissioners receive
E.3.15
options, performance shares or
bonuses?
Response
Yes
Source/Link
Directors are entitled to bonus equivalent to

Website
fees equivalent to 1.5 percent of income before
tax of Company, as provided in the Companys
rporate-governance/governanceBy-Laws. In year 2013, no bonus was given to
structure/remuneration-policy
the directors.
SEC 17-A 2013 (Page 59):

E.3.16
Does the company have a separate

internal audit function?
Is the head of internal audit

E.3.17 identified or, if outsourced, is the
name of the external firm disclosed?
45
Yes
Yes
Comments
Website
rporate-governance/keypartners/internal-audit/
Internal audit group is a separate and

independent unit within the Company directly
reporting to the Audit Committee.
Head of internal audit is Ms. Geraldine B. AteoSEC 17-A 2013 (Page 59):
an who is appointed by the Management, in
http://www.philexmining.com.ph/us accordance with the Company2013_PMC.pdf"
he external firm disclosed? t Committee. by the
Board and is set at P8,000 ($200). to
Item
No.
Question
Does the appointment and removal

E.3.18 of the internal auditor require the
approval of the Audit Committee?

internal control procedures/risk
E.3.19
management systems it has in
place?
Does the Annual Report disclose

that the board of
directors/commissioners has
conducted a review of the
E.3.20
company's material controls
(including operational, financial and
compliance controls) and risk
management systems?
46
Response
Source/Link
Yes
Audit Committee Charter Section

3.2.1 (Page 4):
ee%20Charter.pdf
Comments
Risk Management Policy, SEC 17-A

(Page 62):
Yes
Company Website:
rporate-governance/riskmanagement
SEC 17A Annual Report page 67-68
page 69-70 of link
Yes
This is part of the Companys Statement of

Glossy Annual Report page 100 /page Management Responsibility (SMR) of the
102 of link)
Company.
d.pdf
Item
No.
Question
Does the company disclose how key

E.3.21
risks are managed?
Does the Annual Report contain a

statement from the board of
directors/commissioners or Audit
E.3.22
Committee commenting on the
adequacy of the company's internal
controls/risk management systems?
Response
Source/Link
Yes
Major Business Risks, SEC 17-A 2013

(Page 14-17):
Yes
erfiles/2%20Corporate%20Governan
ce%20Confirmation%20Statement%2
0%2002%2024%202014.pdf
Comments
E.4 People on the Board

Item
No.
E.4.1
Question
Do different persons assume the

roles of chairman and CEO?
47
Response
Source/Link
Comments
Glossy AR page 41 Composition of

the Board of Directors
d.pdf
Yes
The Chairman & the CEO are held separately by

DIS 20/ Notice of AGM (Directors and unrelated individuals
Executive Officers)
Item
No.
E.4.2
Question
Is the chairman an independent

Response
No
Source/Link
Glossy AR page 41 Composition of

the Board of Directors
ort%202013/PMC%20AR%20Reduce Board Chairman is Manuel V Pangilinan who is a
d.pdf
Non-Executive Director
SEC 17-A 2013
E.4.3
Has the chairman been the

company CEO in the last three
years?
Yes
CG Manual Section 2.3, Page 10

anual(1).pdf
E.4.4
Are the role and responsibilities

of the chairman disclosed?
Yes
Glossy AR page 43 - Chairmans Role

d.pdf
Website
rporate-governance/governancestructure/key-mandates/
48
Comments
Item
No.
E.4.5
Question
Does at least one non-executive

director/commissioner have prior
working experience in the major
sector that the company is
operating in?
Response
Yes
Source/Link
Atty. M. V. Aquino, a non-executive director, has

SEC 17-A 2013 (Page 53)
extensive experience in mining and natural
resources.
Glossy AR page 43 and 47

d.pdf
E.4.6
Does the company disclose a

board of
diversity policy?
Yes
DIS 20/Notice of AGM (Management

Report - Page 56 / Page 91 of link
SEC 17-A 2013 (Page 53)
49
Comments
E.5 Board Performance

Item
No.
Question
E.5.1

orientation programmes for new
Response
Source/Link
Yes
ACGR, page19
E.5.2
Does the company have a policy

that encourages
directors/commissioners to
attend on-going or continuous
professional education
programmes?
Yes
Glossy AR page 47
d.pdf
E.5.3
Does the company disclose how

the board of directors/
commissioners plans for the
succession of the CEO/Managing
Director/President and key
management?
Yes
E.5.4
Does the board of

directors/commissioners conduct
an annual performance
assessment of the CEO/Managing
Director/President?
Yes
E.5.5
Is an annual performance
assessment conducted of the
board of directors/
commissioners?
Yes
50
Comments
Directors orientation is held for new directors.
Orientation program includes mine site visit as
necessary.
ACGR page 10
Glossy AR page 44
On a yearly basis, the Board conducts an
assessment to evaluate their performance and
d.pdf
overall compliance with laws, regulations and
best practices.
CG Manual
anual(1).pdf
Item
No.
E.5.6
E.5.7
Question

process followed in conducting
the board assessment?

criteria used in the board
assessment?
Response
Source/Link
Yes
ACGFR, page 90
Yes
CG Manual
anual(1).pdf
Comments
E.5.8
assessment conducted of
individual
Yes
Glossy AR page 44
On a yearly basis, the Board conducts an
assessment to evaluate their performance and
d.pdf
overall compliance with laws, regulations and
best practices.
CG Manual
anual(1).pdf
E.5.9

process followed in conducting
the director/commissioner
assessment?
Yes
ACGFR, page 90

criteria used in the
E.5.10
director/commissioner
assessment?
Yes
CG Manual
anual(1).pdf
51
Item
No.
Question
assessment conducted of the
E.5.11 board of
committees?
Response
Source/Link
Yes
CG Manual Section 2.2.3 (b)

anual(1).pdf
Comments
LEVEL 2 : BONUS
A.1 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures,
that govern general shareholders meeting.
Item No.
Question
Does the company allow the

use of secure electronic voting
A.1.1(B)
in absentia at the general
meetings of shareholders?
52
Response
Source/Link
No
Comments
Printed proxy forms are distributed to
stockholders and are sent back to the Company
thru postal mail (free mailing cost), courier,
electronic mail (scanned copy), and /or fax
machines.
PART B: EQUITABLE TREATMENT OF SHAREHOLDERS

B.1 Notice of AGM
Item No.
Question
Does the company release its

notice of AGM (with detailed
agendas and explanatory
B.1.1(B) circulars), as announced to the
Exchange, at least 28 days
before the date of the
meeting?
Response
Source/Link
Yes

erfiles/PX%20%20Minutes%20AGM%20(June%202
5%202014)%20FINAL.pdf
Comments
Website
PART C: ROLE OF STAKEHOLDERS

C.1 The rights of stakeholders that are established by law or by mutual agreement are to be respected.
Item No.
Question
Does the company practice

C.1.1(B) integrated report on its annual
reports?
53
Response
Source/Link
Comments
Yes
Annual Report
d.pdf
The Companys Annual Report includes

individual and detailed reports on its
sustainability and corporate governance
initiatives, financial performance, CSR programs
and other Corporate campaigns (e.g. Employee
Development Programs, Environmental
Management, Community Engagement)
PART D: DISCLOSURE AND TRANSPARENCY

D.1 Quality of Annual Report
Item No.
Question
Are the audited annual

financial report /statement
D.1.1 (B)
released within 60 days from
the financial year end?

D.1.2(B) details of remuneration of the
CEO?
Response
Yes
Yes
Source/Link
Comments
http://www.philexmining.com.ph/inv
estor-relations/calendar-ofAudited consolidated financial statement of the
events/release-of-financial-results
Company is released within 60 days from the
financial year end.
erfiles/Press%20Release%20of%20Au
dited%20Financial%20Results.pdf
Annual Report (page 46)
http://www.philexmining.com.ph/us Remuneration of the CEO, together with other
key officers, are disclosed in the annual report.
PART E: RESPONSIBILITIES OF THE BOARD

E..1. Board Competencies and Diversity
Item No.
Question
Does the company have at

E.1.1(B) least one female independent
54
Response
Source/Link
No
Comments
The two independent directors are male but
there are three (3) female directors in the
board.
E.2 Nominating Committee

Item No.
Question
Response
Source/Link
Comments
DIS 20/ Notice of AGM page 10/ page Process and Criteria for Selection of Nominees
14 of link
for Directors
Does the Nominating

Committee undertake the
process of identifying the
E.2.2(B)
quality of directors aligned
with the company's strategic
directions?
Yes
http://www.philexmining.com.ph/us The Committee assessed the candidates

erfiles/2014%20Definitive%20Inform background, educational qualifications, work
experience, expertise and stature as would
enable them to effectively participate in the
Glossy AR page 41
deliberations of the Board. The Nominations
http://www.philexmining.com.ph/us Committee screened the nominees to
erfiles/file/Philex%20Annual%20Rep determine whether they have all of the
ort%202013/PMC%20AR%20Reduce qualifications and none of the disqualifications
d.pdf
for election
E.3 Board Appointments and Re-Election

Item No.
Question
Does the company use

professional search firms or
other external sources of
candidates (such as director
E.3.1(B) databases set up by director or
shareholder bodies) when
searching for candidates to the
board of directors/
commissioners?
55
Response
Source/Link
Yes
Glossy AR page 43
d.pdf
SEC 17-A 2013 (Page 52)
Comments
E.4 Board Structure & Composition

Item No.
Question
Do independent non-executive
directors/commissioners make
E.4.1(B)
up more than 50% of the board
of directors/commissioners?
Response
Source/Link
Comments
Company is compliant with Philippine law that
requires minimum of at least 2 independent
directors in the Board.
No
E.5 Board Performance

Item No.
Question
Response
E.5.1(B)

separate level Risk Committee?
No
Source/Link
Comments
Board of Directors Risk Committee is part of the

Audit and Risk Committee.
LEVEL 2 : PENALTY
A.1 Basic shareholder rights

Item No.
Question
Did the company fail or neglect

to offer equal treatment for
A.1.1(P)
share repurchases to all
shareholders?
56
Response
Source/Link
No
Comments
The Company does not have any share
repurchase program .
A.2 Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder
rights as defined in the Principles, subject to exceptions to prevent abuse rights as defined in the Principles, subject to exceptions to prevent abuse.
Item No.
Question
Is there evidence of barriers

that prevent shareholders from
A.2.1(P)
communicating or consulting
with other shareholders?
Response
Source/Link
Comments
There are no barriers and the Company ensures
that there is an open and effective
communication with all shareholders.
No
A.3 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures,
that govern general shareholders meeting.
Item No.
Question
Did the company include any

additional and unannounced
A.3.1(P)
agenda item into the notice of
AGM/EGM?
57
Response
Source/Link
Notice of AGM
No
Minutes of AGM
erfiles/xxMinutes%20of%202014%20
AGM.pdf
Comments
No additional or unannounced agenda during

the 2014 AGM.
A.4 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership
should be disclosed.
Item No.
Question
Did the Company fail to

A.4.1(P) disclose the existence of
Shareholders?

A.4.2(P) disclose the existence of Voting
Cap?

A.4.3(P) disclose the existence of
Multiple Voting Rights?
Response
Source/Link
The company has always been diligent in

disclosing to the stakeholders material
information, including capital structures and
arrangements via the Securities and Exchange
Commission, the Philippine Stock Exchange and
the Companys website
No
No
No
Comments
Notice of AGM
http://www.philexmining.com.ph/us No voting cap. Please see Notice of AGM
Notice of AGM
No multiple voting rights. Rule is one share one
vote. Please see Notice of AGM
A.5 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership
should be disclosed.
Item No.
Question
Is a pyramid ownership
A.5.1(P) structure and/ or cross holding
structure apparent?
58
Response
Source/Link
No
Comments
B. Equitable treatment of shareholders

B.1 Insider trading and abusive self-dealing should be prohibited.
Item No.
Question
Has there been any conviction

of insider trading involving
B.1.1(P) directors/commissioners,
management and employees in
the past three years?
Response
Source/Link
Comments
The Company has enough policies and
procedures to address insider trading and other
related mal-practices among its directors,
officers and staff.
No
B.2 Protecting minority shareholders from abusive action

Item No.
Question
Has there been any cases of

non-compliance with the laws,
rules and regulations pertaining
B.2.1(P)
to significant or material related
party transactions in the past
three years?
Response
Source/Link
Comments
disclosing to the stakeholders material
information, including capital structures and
arrangements via the Securities and Exchange
Commission, the Philippine Stock Exchange and
the Companys website
No
C. Role of stakeholders
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected.
Item No.
Question
Have there been any violations

of any laws pertaining to
labour/employment/
C.1.1(P)
consumer/insolvency/
commercial/competition or
environmental issues?
59
Response
No
Source/Link
Comments
Our commitment to faithful compliance with all

the laws and regulations are embodied in our
http://www.philexmining.com.ph/co key policy statements on:
rporate-governance/our-values-and- Environmental Policy; Human-Rights Policy;
principles/key-policy-statements
Ethics Policy; Intellectual Property-Rights Policy;
and Site Safety Policy
C.2 Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on
a timely and regular basis.
Item No.
Question
Response
Has the company faced any

sanctions by regulators for
failure to make
C.2.1(P)
announcements within the
requisite time period for
material events?
Source/Link
Comments
disclosing all material information, via the
Securities and Exchange Commission, the
Philippine Stock Exchange and the Companys
website.
No
D. Disclosure and transparency

D.1 Sanctions from regulator on financial reports
Item No.
D.1.1(P)
D.1.2(P)
Question
Did the company receive a
"qualified opinion" in its
external audit report?
Did the company receive an

"adverse opinion" in its
60
Response
Source/Link
Comments
No
The Company receives Unqualified Opinion.
No
Item No.
Question
D.1.3(P)
Did the company receive a

"disclaimer opinion" in its
D.1.4(P)
Has the company in the past

year revised its financial
statements for reasons other
than changes in accounting
policies?
Response
No
Source/Link
Comments
No
E. Responsibilities of the Board

E.1 Compliance with listing rules, regulations and applicable laws
Item No.
E.1.1(P)
E.1.2(P)
Question
Is there any evidence that the
company has not complied
with any listing rules and
regulations over the past year
apart from disclosure rules?
Have there been any instances
where non-executive
directors/commissioner have
resigned and raised any issues
of governance-related
concerns?
61
Response
Source/Link
The Company has been in compliant with all the

listing rules and regulations over the past year.
No
No
Comments
Notice of AGM (page 11)

No director has resigned or declined to stand for
re-election to the Board of Directors due to
disagreement on any matter.
E.2 Board Appraisal

Item No.
E.2.1(P)
E.2.2(P)
Question
Does the Company have any
independent
directors/commissioners who
have served for more than nine
years or two terms (whichever
is higher) in the same capacity?
Did the company fail to identify
who are the independent
director(s) / commissioner(s)?
Response
Source/Link
Comments
No
Glossy AR (pages 34-35)

http://www.philexmining.com.ph/userfil To date, no independent director has served
es/file/Philex%20Annual%20Report%202 for more than five consecutive years.
No
Glossy AR (page41)
http://www.philexmining.com.ph/userfil
List of Board of Directors and their position.
es/file/Philex%20Annual%20Report%202
E.3 External Audit

Item No.
E.3.1(P)
Question
Is any of the directors or senior
management a former
employee or partner of the
current external auditor (in the
past 2 years)?
Response
No
Source/Link
Comments
SEC 17 A Annual Report - page 43-45

The profile of the companys senior
http://www.philexmining.com.ph/userfil management can be read on the Companys
es/SEC_17-A_2013_PMC.pdf
Annual report.
E.4 Board structure and composition

Item No.
E.4.1(P)
Question
Is any of the directors a former

CEO of the company in the past
2 years?
62
Response
Source/Link
Yes
Comments
On April 3, 2013, consistent with the
provision of the CG Manual that the roles
of Chairman and Chief Executive Officer
(CEO) shall, as practicable, be separate,
Mr. Manuel V. Pangilinan relinquished the
position of CEO, the Board elected the Mr.
Eulalio B. Austin, Jr., to the CEO position.

ACGS Round 2014 Self Assessment

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

ACGS Round 2014 Self Assessment

Uploaded by

Copyright:

Available Formats

2014

ASEAN CORPORATE GOVERNANCE SCORECARD ROUND 2014

Annual Corporate Governance Report | Philex Mining Corporation

D.5 External auditor and Auditor Report ............................................................................................................................................................. 28

Annual Corporate Governance Report | Philex Mining Corporation

E.5 Board Performance......................................................................................................................................................................................... 56

Annual Corporate Governance Report | Philex Mining Corporation

PART A: RIGHTS OF SHAREHOLDERS

Does the company pay (interim

Page 42 of Management Report in DIS 20/ Notice of

A.2 Right to participate in decisions concerning fundamental corporate changes.

Do shareholders have the

The transfer of all or

ASEAN Corporate Governance Scorecard | Philex Mining Corporation

Shareholders have the right to

Do shareholders have the

CG Manual (page 18)

Does the company provide noncontrolling shareholders a right to

ASEAN Corporate Governance Scorecard | Philex Mining Corporation

Shareholders have the right to participate in

Company respects rights of the minority

Does the company allow

Does the company disclose

Do the minutes of the most

DIS -20/ Notice of AGM page 23/ page 27 of link

Minutes of AGM (page 2)

Minutes of AGM (page 2)

Minutes of AGM (page 8-9)

ASEAN Corporate Governance Scorecard | Philex Mining Corporation

Election/Voting Procedures are

Proxies are tabulated and results

Recent AGM provided for an open

Do the minutes of the most

Does the disclosure of the

Does the company disclose

Questions and /or issues or concerns

Minutes of AGM (pages 9-11)

ACGR (pages 82)

ASEAN Corporate Governance Scorecard | Philex Mining Corporation

Minutes of AGM include all the

Voting results are disclosed and

Does the company disclose

Did the chairman of the

Did the chairman of the Audit

Minutes of AGM (page1)

Did the CEO/Managing

Did the company organise

Minutes of AGM (page1)

DIS -20/ Notice of AGM page 2/ page 6 of link

Minutes of AGM (page 1)

ASEAN Corporate Governance Scorecard | Philex Mining Corporation

Attendance of the Board of Directors is

Attendance of Board of Directors in the

The AGM of Company was held at

Does the company allow for

Did the company vote by poll

Does the company disclose

DIS -20/ Notice of AGM page 2/ page 6 of link

Shareholders were given pertinent

Minutes of AGM (page 2)

Minutes of AGM (page 2)

ASEAN Corporate Governance Scorecard | Philex Mining Corporation

Voting is conducted by poll for