Qualified, Competent and Transparent Board
ICTSI continues to improve its systems and processes to enhance adherence to and strengthen practices of good corporate governance. As the primary governance arm, the Board ensures that its mandate is effectively carried out through a competent mix of skills, learning, and experience among the Directors and strict observance of qualification requirements laid out by Philippine laws and prevailing global practice.
The Board acts on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the Company and all its stockholders. It espouses accountability, fairness, and transparency in all Company dealings and relationships.
The Board of Directors approved the establishment of the Company’s Board Charter that aims to uphold and improve the principles and policies embodied in the Company’s Manual on Corporate Governance (“CG Manual”) as well as the best practices of good corporate governance, which serves as the framework of rules, systems and processes that governs the performance of the ICTSI Board of Directors.
The Board Charter establishes the purpose, composition, authority and responsibilities of the Company as mandated in the provisions of the Company's Articles of Incorporation, By-Laws, CG Manual, applicable laws, rules and regulations, and global practice. The Board of Directors shall review and assess the adequacy of the Charter at least once every two (2) years and make necessary amendments, as applicable.
The salient points of the said Charter can be found through this link.
- Governance Structure
- Board Composition
To achieve an appropriate mix of competence and expertise, the composition of the Board of ICTSI is checked against prevailing requirements. To ensure diversity and allow a healthy balance of ideas, wisdom and experience on the management and business of the Company, the Board is made to be a majority of Non-Executive Directors with a right combination in age, ethnicity, culture, and knowledge. The competence of the Board is followed through by the Company by the conduct of annual continuing training for all the Directors and orientation program for first-time Directors.
The Board is composed of seven Directors elected by the stockholders in accordance with the law and the Company’s Articles of Incorporation and By-Laws. Of the seven Directors, only one is an Executive Director and the remaining six are Non-Executive Directors. Among the Non-Executive Directors, three are Independent Directors.
The combination of Non-Executive Directors, Independent Directors and Executive Director in ICTSI ensures that no Director or any group in the Board dominates in the decision-making process. Its composition assures the protection of the interest of the Company as well as the individual stockholders are both protected and well-balanced.
- Independent Directors
The Independent Directors of ICTSI constitutes at least 20% of the membership of the Board, or two seats in the ICTSI Board, in accordance with prevailing laws. To further promote best practices in good corporate governance, the Board has elected its third Independent Director.
Each Independent Director must be independent of management and free from any business or other relationship which could reasonably be perceived to materially interfere with his/her exercise of independent judgment in carrying out the responsibilities as a Director.
The Independent Directors shall serve a maximum cumulative term of nine years and are barred from re-election as Independent Director. In the instance that the Company wants to retain an Independent Director who has served the maximum term, the Board must provide meritorious justifications and seek the stockholders’ approval during the Annual Stockholders’ Meeting.
ICTSI has no shareholder agreements, By-Laws provisions, or other arrangements that can constrain the Independent Directors’ ability to vote independently.
- Training and Development
The Directors of ICTSI undergo a minimum of at least four hours of training, programs, seminars, and roundtable discussions on Corporate Governance with service providers or private/government institutions that are accredited by the Philippine Securities and Exchange Commission to ensure that the Company is in compliance with the adopted leading practices on good governance.
To determine and measure the compliance with the ICTSI Manual on Corporate Governance, the Board has adopted an evaluation system to ensure effectiveness and identify the areas of improvement of governance practices. The evaluation and assessment also include the performance of the Board, each of the Board Committees, and the individual Directors.
To ensure that directors and key officers are provided with continuing learning program, ICTSI allocates an annual training budget for conference, seminars and training. Directors and key officers of ICTSI participates annually in Advanced Corporate Governance Training Program conducted by the Institute of Corporate Directors.
- Meetings and Records
The Board of Directors of ICTSI devote their time and attention to properly and effectively perform their duties and responsibilities. Pursuant to the Company’s By-Laws, the Board hold regular meetings on every third week of each month and special meetings as may be called by the Chairman and President. Every year, each Director attended at least 75% of all the Board Meetings.
The Non-Executive Directors meet at least once a year without the presence of any executive to evaluate the performance of the Board and Management. When necessary, they call on the presence of the Audit and Compliance Group, Controllership, Compliance Group of the Company, as well the Company's external auditor to serve as resource persons.
The Company's Corporate Secretary and Assistant Corporate Secretaries assist the Board in fulfilment of its responsibilities, including the preparation of agenda for Board and Committee meetings, as well as safekeeping and preserving the integrity of the minutes of its meetings and all other official reportorial records. In keeping with the requirements of the Philippine Securities and Exchange Commission, the Corporate Secretaries attend corporate governance training.
Atty. Rafael T. Durian has been the Corporate Secretary of ICTSI since 1987. Serving as Assistant Corporate Secretaries are Attys. Silverio Benny J. Tan and Benjamin M. Gorospe.
- Disclosure and Transparency
ICTSI believes that the essence of corporate governance is transparency. We ensure that our internal workings are transparent as assurance to all stakeholders that the Management and dominant shareholders are managing the Company and appropriating its assets properly and effectively.
We provide full, fair, timely and accurate disclosure which complies with all disclosure requirements under the law and promptly makes in the Investors page available all information disclosed to the Philippine Stock Exchange (PSE) and Philippine Securities and Exchange Commission (SEC).
Further, ICTSI requires all dealings of all Directors and key Company officers in the Company's shares to be disclosed to the PSE and the SEC within three trading days from the date of transaction. The transactions include any acquisition, disposal or change in shareholdings.
The Company also discloses purchases of its shares from the market within the same day or before the start of the next trading day.
- Compliance Program
As explicitly stated in ICTSI’s Code of Business Conduct, it is a policy of ICTSI to comply with all applicable laws and regulations in every country it operates in. In particular to the business, ICTSI complies with all the Philippine Ports Authority regulations and all other laws related to port management and operations. There is also faithful compliance to provisions of existing Collective Bargaining Agreements, the Labor Code of the Philippines and other relevant labor and social legislation. An active Internal Audit Department is also active in ensuring that there is rigid compliance with all other laws and regulations.
For its part, the Board is required to comply with laws, rules, regulations and circulars related to securities regulation and corporate governance. To wield strength for a compliance program, we created a position for Compliance Officer in 2014. Since 2016, Mr. Rafael D. Consing is the Compliance Officer for ICTSI.
The Compliance Officer is responsible for monitoring that the Company is in full compliance with its Manual of Corporate Governance and the rules and regulations of regulatory agencies. To ensure high standards in leading practices of good governance, the Compliance Officer also participates in corporate governance training.
In case of any violations, the Compliance Officer reports the matter to the Board and recommends proper action and measures to prevent a repetition of the violation.