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Board of Directors ✔✔ the governing body elected by the stockholders that exercises the corporate
powers of a corporation. conducts all its business and controls its properties.
Management ✔✔ a group of executives given the authority by the Board of Directors to implement the
policies it has laid down in the conduct of the business of the corporation.
Independent director ✔✔ a person who is independent of management and the controlling shareholder,
and is free from any business or other relationship which could, or could reasonably be perceived to,
materially interfere with his exercise of independent judgment in carrying out his responsibilities as a
director.
Executive director ✔✔ a director who has executive responsibility of day-to-day operations of a part or
the whole of the organization.
Non-executive director ✔✔ a director who has no executive responsibility and does not perform any
work related to the operations of the corporation.
Conglomerate ✔✔ a group of corporations that has diversified business activities in varied industries,
whereby the operations of such businesses are controlled and managed by a parent corporate entity.
Internal control ✔✔ a process designed and effected by the board of directors, senior management, and
all levels of personnel to provide reasonable assurance on the achievement of objectives through
efficient and effective operations, reliable, complete and timely financial and management information,
and compliance with applicable laws, regulations, and the organization's policies and procedures.
Enterprise Risk Management ✔✔ a process, effected by an entity's Board of Directors, management and
other personnel, applied in strategy setting and across the enterprise that is designed to identify
potential events that may affect the entity, manage risks to be within its risk appetite, and provide
reasonable assurance regarding the achievement of entity objectives.
, Related Party ✔✔ shall cover the company's subsidiaries, as well as affiliates and any party (including
their subsidiaries, affiliates and special purpose entities), that the company exerts direct or indirect
control over or that exerts direct or indirect control over the company; the company's directors; officers;
shareholders and related interests (DOSRI), and their close family members, as well as corresponding
persons in affiliated companies. This shall also include such other person or juridical entity whose
interest may pose a potential conflict with the interest of the company.
Related Party Transactions ✔✔ a transfer of resources, services or obligations between a reporting entity
and a related party, regardless of whether a price is charged. It should be interpreted broadly to include
not only transactions that are entered into with related parties, but also outstanding transactions that
are entered into with an unrelated party that subsequently becomes a related party
Stakeholders ✔✔ any individual, organization or society at large who can either affect and/or be affected
by the company's Governance ✔✔ process whereby elements in society wield power, authority and
influence and enact policies and decisions concerning public life and social upliftment
Governance ✔✔ all processes of governing, whether undertaken by a government, market or network,
whether over a family, tribe, formal or informal organization or territory and whether through laws,
norms, power or language
Governance ✔✔ process of decision making and the process which decisions are implemented
Participation, Rule of Action, Transparency, Responsiveness, Consensus Oriented, Equity & Inclusiveness,
Effectiveness &Efficiency, Accountability ✔✔ Characteristics of Good Governance
Participation ✔✔ participation of both men and women is a key cornerstone of ggod governance
Participation ✔✔ It is important to point out that representative democracy does not necessarily mean
that the concern of the most vulnerable in society would not be taken into consideration in decision
making
Rule of Law ✔✔ requires fair legal frameworks that are enforced impartially