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Board's Governance Responsibilities

San Miguel Corporation (SMC) is branded as the Philippine's largest and most
diversified conglomerates. It is a corporation that operates several number of businesses
which are food and beverages, properties, infrastructure, packaging, oil refining, and
power and energy. A huge corporation like San Miguel Corporation is clearly executing
various functions and managing numerous resources that need to be guided and
contolled. In order for these functions to be carried out effectively and efficiently, the
corporation must comply with the standard of good corperate governance, mandated
by the Securities and Exchange Commissions (SEC).
One of the critical aspects of accomplishing a good corporate governance is to
employ the governance responsibilities of the Board. According to Securities and
Exchange Commision, a company should be headed by a competent, working board
to which the San Miguel Corporation complied. The Board of SMC is composed of 15
members, each elected by the common stockholders during the Annual General
Stockholder's Meeting (AGSM). SMC's Board ensures that it employs their main
responsibility to foster and engender the long-term success of the company and sustain
its competitiveness. This responsibility of the Board is also stated in SEC's Code of
Corporate Governance, therefore, it is evident that SMC has a clear understanding of
how its Board must perform. SEC also requires a company to ensure that all directors,
stockholders, and other stakeholders are knowledgeable enough of their fiduciary roles,
responsibilities and accountabilities. In SMC, they make sure that this aspect is carried out
through giving their directors an access to the Corporate Secretary and Assistant
Corporate Secretary. This way, directors are assisted in the discharge of their duties.
Another compliance made by SMC to the Code of Corporate Governance is the
establishment of Board of Committees as per stated in the third principle. SMC has a total
of four committees which consist of the Executive, Corporate Governance, Audit and
Risk Oversight, and Related Party Transactions Committee. These four committees focus
on assisting the Board in complying with the principles of corporate governance. Still in
relation to the third principle, the Audit and Risk Oversight Committee has adopted an
Audit and Risk Oversight Committee Charter in accordance with the prescribed audit
committee charter of the SEC. Moving over to the next principle, it is stated that directors
must show full commitment to the company. In SMC, the Board holds regular meetings
to update the members about the company's activities and performances for a period
of time. It is also emphasized by the SEC that the Board should endeavor to exercise
objective and independent judgment on all corporate affairs, as well as regularly carry
out evaluations to appraise performance as a body. These principles are clearly
indicated in the corporate governance of SMC. According to it, "the broad range of skills,
expertise, and experience of the directors in the fields of management, economics,
business, finance, accounting, and law, ensure comprehensive evaluation of, and sound
judgment on, matters relevant to the company's businesses and related interests. Lastly,
it is also important for companies to apply high ethical standards. SMC ensures to
maintain the highest ethical standards in all the business dealings of the company.
Overall, San Miguel Corporation has evidently complied with the important
principles in relation to the Board's Governance Responsibilities. It is a corporation that
performs in accordance with what is necessary to effectively manage and govern the