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.?
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 last?February 2019.
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. In August 15, 2018, Directors?and key officers of ICTSI participated 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.?In 2018, 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 as resource persons.
The Company's Corporate Secretary and Assistant Corporate Secretaries assist?the Board in fulfillment 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. The Company ensures that its internal workings are transparent as assurance to all stakeholders that the Management and dominant stockholders are managing the Company and appropriating its assets properly and effectively.
The Company through full, fair, timely and accurate disclosure 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.
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, the Company created a?position for?Compliance Officer in 2014. From 2016 to present, 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.?