Corporate Governance Guidelines

Board of Directors

The Board of Directors and Management of SPLASH CORPORATION commit themselves to the principles and best practices of good corporate governance and acknowledge that the same may guide the attainment of corporate goals.

It shall be the Board’s responsibility to foster the long-term success of the Corporation and secure its sustained competitiveness in a manner consistent with its fiduciary responsibility, which it shall exercise in the best interest of the Corporation, its shareholders and other stakeholders. The Board shall conduct itself with utmost honesty and integrity in the discharge of its duties, functions and responsibilities.

Duties and Functions:

To ensure a high standard of best practice for the Corporation and its stakeholders, the Board shall:

Determine the Corporation’s cause, its vision, mission, and strategies to carry out its objectives.
Install and ensure compliance to an organizational alignment framework that synchronizes basic organizational components (competitive strategies, organizational structure, policies, systems and procedures, business planning, performance management, and rewards and recognition) in a way that operating plans and their implementation are consistently focused toward the achievement of the Corporation’s goals and objectives and, ultimately, the attainment of its cause and vision.
Install a process of selection to ensure a mix of competent directors and officers.
Ensure that the Corporation complies with all relevant laws, regulations and codes of best business practices;
Identify the Corporation’s major and other stakeholders and formulate a clear policy on communicating or relating with them through an effective investor relations program
Adopt a system of internal checks and balances;
Identify key risk areas and key performance indicators and monitor these factors with due diligence;
Properly discharge Board functions by meeting regularly. Independent views during Board meetings shall be given due consideration and all such meetings shall be duly minuted; and
Keep Board authority within the powers of the institution as prescribed in the Articles of Incorporation, By-Laws and in existing laws, rules and regulation.

Composition:

The Board shall be composed of at least five (5) but not more than fifteen (15) members elected by shareholders. The Company shall have at least two (2) independent directors or such independent directors shall constitute at least twenty percent (20%) of the members of the Board, whichever is the lesser.

Duties and Responsibilities of Director:

A director shall have the following duties and responsibilities:

To conduct fair business transactions with the Corporation and to ensure that personal interest does not bias Board decisions;
To devote time and attention necessary to properly discharge his duties and responsibilities;
To act judiciously;
To exercise independent judgment;
To have a working knowledge of the statutory and regulatory requirements affecting the Corporation, including the contents of its Articles of Incorporation and By-Laws, the requirements of the Commission, and where applicable, the requirements of other regulatory agencies.
To observe confidentiality;
To ensure the continuing soundness, effectiveness and adequacy of the Corporation’s control environment.

Compliance System

To insure adherence to corporate principles and best practices, the Chairman of the Board shall designate a Compliance Officer who shall hold the position of a Vice President or its equivalent. He shall have direct reporting responsibilities to the Chairman of the Board.

Board Committees

To aid in complying with the principles of good corporate governance, the Board shall constitute Committees.

Executive Committee

The Executive Committee is composed of at least five (5) Board members. The Executive Committee shall exercise any of the powers and attributes, allowable by law, of the Board of Directors during the intervening period between the Board’s meetings.

Nomination Committee

The Nomination Committee is composed of at least three (3) voting (one of whom must be independent) and one (1) non-voting Director in the person of the HR Director/ Manager.

The Committee pre-screens and shortlists all candidates nominated to become a member of the Board of Directors in accordance with qualifications and disqualifications as well as redefines the role, duties and responsibilities of the Chief Executive Officer in consultation with the executive or management committee/s

The Committee also determines the number of directorship for the Board in accordance to certain guidelines.

Audit Committee

The Audit Committee is composed of at least three (3) members of the Board, one (1) of whom shall be an independent director. Each member shall have adequate understanding at least or competence at most of the company’s financial management systems and environment.

The Audit Committee is responsible for checking all financial reports against its compliance with both the internal financial management handbook and pertinent accounting standards, including regulatory requirements. The Committee also performs oversight financial functions and is also in-charge of pre-approving all audit plans, scope and frequency one (1) month before the conduct of external audit.

The Committee performs direct interface functions with the internal and external auditors as well as elevates accounting and auditing processes, practices and methodologies to international standards.

Compensation and Remuneration Committee

The Compensation or Remuneration Committee is composed of at least three (3) members, one of whom shall be an independent director.

The Committee is responsible for establishing a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of corporate officers and directors. It provides oversight over remuneration of senior management and other key personnel ensuring that compensation is consistent with the Corporation’s culture, strategy and control environment.

Corporate Secretary

The Corporate Secretary is an officer of the company and perfection in performance and no surprises are expected of him. Likewise, his loyalty to the mission, vision and specific business objectives of the corporate entity come with his duties.

External Auditor

An external auditor shall enable an environment of good corporate governance as reflected in the financial records and reports of the company, an external auditor shall be selected and appointed by the stockholders upon recommendation of the Audit Committee.

Internal Auditor

The Corporation shall have in place an independent internal audit function which shall be performed by an Internal Auditor or a group of Internal Auditors, through which its Board, senior management, and stockholders shall be provided with reasonable assurance that its key organizational and procedural controls are effective, appropriate, and complied with.