Corporate Governance

Mission, Vision, and Core Values

The Company’s Mission, Vision and Core Values are formulated by the Board of Directors (Board) in line with the Board’s responsibility to set the Company’s direction and to provide strategic leadership, policies and guidelines to foster the long-term success for the best interests of its shareholders.

The Company’s Mission, Vision and Core Values are reviewed by the Board periodically.

Governance Statement

The Company is committed to the highest standards of corporate governance as articulated in its Articles of Incorporation, By-Laws, Manual on Corporate Governance (CG Manual), Code of Business Conduct and Ethics (Code), and pertinent laws, rules and regulations.

The Board, Officers and employees of the Company commit themselves to the principles of sound corporate governance provided in the CG Manual and acknowledge that the same shall serve as a guide in the attainment of the Company’s corporate goals, the creation of value for all its shareholders, and in sustaining the Company’s long-term viability.

The Board likewise approved and adopted the Code in furtherance of its commitment to good and effective corporate governance. The Code applies to Directors, Officers and employees of Nickel Asia Corporation and its subsidiaries, who are all expected to maintain high ethical standards of conduct and to comply fully with applicable laws and governmental regulations. It is designed to ensure consistency in how they conduct themselves within the Company, and outside of the Company in their dealings with all stakeholders.

Board of Directors

The Board is primarily responsible for the governance of the Company and shall provide the policies for the accomplishment of corporate objectives, including the means by which to effectively monitor Management’s performance. It is the Board’s responsibility to foster the long-term success of the Company and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and the best interest of its stockholders.

The Company’s Board is composed of nine (9) Directors, two (2) of whom are Independent Directors. The Company’s CG Manual provides for qualifications of Directors, which allows shareholders to freely choose/nominate Directors coming from diverse professional backgrounds. Every shareholder, regardless of number of stocks held, has the right to nominate candidates for election to the Board of Directors.

All Directors of the Company are required to have a practical understanding of the business of the Company as provided in the Company’s CG Manual.

The members of the Board are elected during the Annual Stockholders’ Meeting based on the list of nominees prepared by the Nominations Committee and sent to the shareholders through the notice of meeting. A majority vote of the shareholders is required for the election of a Director.

Definition of Independence & Independent Directors

The Company adopts the definition of “independence” under the Securities Regulations Code. The Company considers as an Independent Director one who, except for his Director’s fees and shareholdings, is independent of Management and free from any business or other relationships, which could reasonably be perceived to interfere with his exercise of independent judgment in carrying out his responsibilities as an Independent Director.

The Company follows the Term Limits for Independent Directors as provided under SEC Memorandum Circular No. 4, Series of 2017.

Board Attendance, Appraisal & Training

The Company’s Board has a predetermined schedule of meetings at the beginning of each calendar year. As necessary, attendance at the Board meetings may be through electronic medium or telecommunications.

On a yearly basis, the Company’s Board undertakes a performance self-assessment as a body, and as individual committees, and assesses if it possesses the right mix of experience and backgrounds. It also conducts a performance assessment of the CEO to evaluate performance and overall compliance with laws, regulations and best practices.

The Board charter and CG Manual include a policy on the training of Directors, including an orientation program for first-time Directors and relevant annual continuing training for all Directors.

Board

Name

Date of Election

No. of Meetings Held during this year

No. of Meetings Attended

%

Directorship in Other Publicly Listed Companies

Chairman Emeritus

Manuel B. Zamora, Jr.

May 28, 2018

9

9

100%

None

Chairman

Gerard H. Brimo

May 28, 2018

9

9

100%

None

Vice-Chairman

Philip T. Ang

May 28, 2018

9

9

100%

Security Bank Corporation

Independent Director

Frederick Y. Dy

May 28, 2018

9

9

100%

Security Bank Corporation

Independent Director

Fulgencio S. Factoran, Jr.

May 28, 2018

9

8

89%

Atlas Consolidated Mining and Development Corp.

Member

Takanori Fujimura*

May 28, 2018

5

5

100%

None

Member

Toru Higo

May 28, 2018

9

9

100%

None

Member

Luis J. L. Virata

May 28, 2018

9

9

100%

Benguet Corporation

Member

Martin Antonio G. Zamora

May 28, 2018

9

9

100%

None

Member

Masahiro Kamiya**

August 7, 2018

55100%

None

*Mr. Fujimura resigned as Director effective 06 August 2018.

**Mr. Kamiya was elected as a Director on 07 August 2018 to replace Mr. Fujimura and to serve as Director for the unexpired term of Mr. Fujimura.

Shareholders' Rights

The Company recognizes that all shareholders of the Company have the right to participate in all scheduled shareholders’ meetings of the Company and to exercise their right to vote.

Shareholders’ Meeting

During the annual meeting all shareholders are given the opportunity to exercise their right to elect Directors, to replace and remove Directors, to approve certain corporate acts in accordance with the Corporation Code. The annual meeting also serves as a venue for all shareholders to be updated on the condition of the Company, its plans and programs, and to raise questions or concerns.

Notice and Procedures

The Company sends timely notice of meetings to shareholders. A notice stating the date, time and place of the annual meeting is announced at least twenty eight (28) days prior to the scheduled annual meeting. Materials for the meeting, including the agenda, the rationale and explanation for each of the items on the agenda, the Information Statement, profiles of candidates seeking election to the Board and proxy forms and documents required to enable a shareholder to appoint a proxy to vote on his behalf shall be disseminated to all shareholders within the period prescribed by the Securities and Exchange Commission.

Board Committees

Audit Committee

The Audit Committee is composed of Mr. Frederick Y. Dy, (Independent Director) as Chairman, and Messrs. Toru Higo and Fulgencio S. Factoran, Jr. (Independent Director) as members. All of the members of the Audit Committee are financially literate. The Audit Committee reports to the Board and is required to meet at least once every three months.

Aside from overseeing the internal and external auditors of the Company, the Audit Committee is responsible for assisting the Board in its fiduciary responsibilities by providing an independent and objective assurance to the Management and shareholders of the continuous improvement of the risk management system, business operations, and the proper safeguarding and use of Company resources and assets. The Audit Committee provides a general evaluation and assistance in the overall improvement of the risk management, control and governance processes.

The Board, upon the recommendation of the Audit Committee, appointed Ms. Maria Angela G. Villamor as the Company’s Chief Audit Executive and Vice President for Internal Audit.

The table below shows the attendance of the members of the Audit Committee at Committee meetings held in 2018:

Board Risk Oversight Committee

BoardNameNo. of Meetings Held during this yearNo. of Meetings Attended%
ChairmanFrederick Y. Dy44100%
MemberFulgencio S. Factoran Jr.44100%
MemberToru Higo*11100%
MemberTakanori Fujimura**33100%

*Mr. Higo became a member of the Committee on 07 August 2018, vice Mr. Fujimura.

**Mr. Fujimura was a member of the Committee until 06 August 2018.

The Board Risk Oversight Committee is composed of Mr. Fulgencio S. Factoran, Jr., (Independent Director) as Chairman, and Messrs. Martin Antonio G. Zamora and Frederick Y. Dy (Independent Director) as members. Mr. Zamora became a member of the Committee on 07 August 2018, vice Mr. Gerard H. Brimo. This Committee assists the Board in its oversight responsibility for the Company’s Enterprise Risk Management, and shall review the effectiveness of the risk management system. The Board Risk Oversight Committee reports to the Board and is required to meet at least once every three months.

The table below shows the attendance of the members of the Board Risk Oversight Committee during its meetings held in 2018:

BoardNameNo. of Meetings Held during this yearNo. of Meetings Attended%
ChairmanFulgencio S.

Factoran, Jr.

44100%
MemberGerard H. Brimo*33100%
MemberFrederick Y. Dy44100%
MemberMartin Antonio G. Zamora11100%

*Mr. Brimo was a member of the Committee until 06 August 2018.

**Mr. Zamora became a member of the Committee on 07 August 2018, vice Mr. Brimo.

Corporate Governance Committee

The Corporate Governance Committee is composed of Mr. Manuel B. Zamora, Jr., as Chairman, and Messrs. Gerard H. Brimo and Frederick Y. Dy (Independent Director) as members. The Corporate Governance Committee reports to the Board and held two meetings in 2018, wherein all members were present.

The Corporate Governance Committee is responsible for ensuring compliance with and proper observance of corporate governance principles and practices; overseeing the implementation and periodic review of the Company’s corporate governance framework to ensure that it remains responsive to the Company’s size, complexity and business strategy; conducting an annual evaluation of the Board, its Committees and the Management of the Company; and developing and implementing action plans and programs to improve the performance of the Board, Committees, Directors and Officers. The Corporate Governance Committee also performs the functions previously assigned to the Compensation and Remuneration Committee.

It is tasked to establish and maintain a formal and transparent procedure for developing policy on remuneration of Directors and Officers to ensure that their compensation is consistent with the Company’s culture, strategy and the business environment in which it operates. The Committee is also responsible for administering the Company’s stock option policies and plans and for approving bonuses to all employees of the Company and its subsidiaries.

Related Party Transactions Committee

The Related Party Transactions Committee is composed of Mr. Toru Higo as Chairman and Messrs. Frederick Y. Dy (Independent Director) and Fulgencio S. Factoran, Jr. (Independent Director), as members. The Related Party Transactions Committee is tasked with reviewing all material and related party transactions of the Company to ensure that such transactions are conducted on terms which are no more favorable than the terms of similar transactions with non-related parties under similar circumstances, and that no corporate or business resources of the Company are misappropriated or misapplied. This Committee is also responsible for identifying potential or actual conflicts of interest and reputational risk issues that may arise from such related party transactions. The Related Party Transactions Committee shall further ensure that transactions between and among related parties are properly identified, monitored and reflected in reports to the Board and relevant regulatory authorities. The Committee is required to meet at least once a year. In 2018, the Committee had one meeting wherein all its members were present.

Nominations Committee

The Nominations Committee is composed of Mr. Manuel B. Zamora, Jr., as Chairman, and Messrs. Fulgencio S. Factoran, Jr. (Independent Director) and Toru Higo as members. Mr. Higo became a member of the Committee on 07 August 2018 vice Mr. Takanori Fujimura who was a member thereof until 06 August 2018.The Nomination Committee reports to the Board and held one meeting in 2018, wherein all three members were present.

The Nominations Committee is responsible for setting qualification standards to facilitate the selection of potential nominees to Board seats and of all nominees to other positions in the Company requiring appointments by the Board, to provide shareholders with an independent and objective evaluation of, and assurance that, the members of its Board and the officers appointed by the Board are competent and will foster the Company’s long-term success and secure its competitiveness.

EXECUTIVE IMPLEMENTATION

Mr. Gerard H. Brimo and Mr. Martin Antonio G. Zamora were appointed as the Company’s Chairman and Chief Executive Officer (“CEO”), and President, respectively, on 07 August 2018, following the retirement of Mr. Manuel B. Zamora, Jr. as Chairman. Mr. Manuel B. Zamora, Jr. remains as a member of the Board of Directors and was appointed as Chairman Emeritus on 07 August 2018.

Chairman and CEO

The Chairman is responsible for leadership of the Board. He ensures effective operation of the Board and its committees in conformity with the highest standards of corporate governance. He is accountable to the Board and, as CEO, acts as direct liaison between the Board and Management of the Company. He ensures that the Board works effectively and sets an agenda which is focused on strategy, performance and accountability, while taking into consideration recommendations of the Directors and Management. He sets the style and tone of Board discussions to promote constructive debate and effective decision making. He assures the availability of training opportunities to all Directors, including an orientation program for first-time Directors. He ensures that the Board performance is evaluated at least once a year.

President

The President, in coordination with the CEO, provides the leadership for Management to develop and implement sound business strategies, plans, budgets and a system of internal controls. He ensures that the overall business and affairs of the Company are managed in a sound and prudent manner in accordance with the Company’s strategic plan and that business risks are identified and properly addressed. He also ensures that operational, financial and internal controls are adequate and effective in order to generate sound and reliable financial and operational information, to maximize the effectiveness and efficiency of operations, to safeguard Company assets and resources, and to comply with all laws, rules, regulations and contracts. The President, together with the CEO, and with the assistance of the rest of the Company’s Management, also has the responsibility to provide the Board with a balanced, understandable and accurate account of the Company’s performance, financial condition, results of operations and prospects on a regular basis. The President is the link between internal operations and external stakeholders.

Chief Risk Officer

Mr. Jose B. Anievas, Senior Vice President - Operations and Chief Operating Officer, is also the Chief Risk Officer of the Company. The Chief Risk Officer supervises the Company’s Enterprise Risk Management System and spearheads its implementation, review and continuous improvement. He takes the lead in identifying key risks exposure relating to economic, environmental, social and governance factors that may affect the achievement of the Company’s strategic objectives, and of developing risk mitigation plans for such risks. He communicates the top risks and the status of implementation of the Company’s risk management strategies and action plans to the Board Risk Oversight Committee, and works with the Chairman and CEO and the President in updating and making recommendations to the Board Risk Oversight Committee.

Corporate Governance Officer

Mr. Emmanuel L. Samson, Senior Vice President and Chief Financial Officer, is also the Corporate Governance Officer. He is tasked with ensuring that corporate governance policies are disseminated, adopted throughout the organization and become an integral part of the Company’s culture. In addition, he also ensures that the necessary systems are in place to monitor compliance.

Compliance Officer

Ms. Georgina Carolina Y. Martinez, Vice President – Legal, is also the Chief Compliance Officer. The Compliance Officer ensures the Company’s strict adherence to all laws, regulations, guidelines and specifications relevant to the business.

CORPORATE SECRETARY

Atty. Barbara Anne C. Migallos is the incumbent and duly qualified Corporate Secretary of the Company. She ensures that all Board procedures, rules and regulations are strictly followed. The Corporate Secretary is a lawyer with years of experience in corporate law practice, including corporate secretarial work. She is also a professional lecturer in advanced securities regulation.

AUDITORS

Chief Audit Executive

The Board, upon the recommendation of the Audit Committee, appointed Ms. Maria Angela G. Villamor as the Company’s Chief Audit Executive. The Chief Audit Executive is primarily tasked with evaluating the adequacy and effectiveness of the Company’s governance and operations, the reliability and integrity of financial information, the safeguarding of assets, and compliance with laws, rules and regulations.

External Auditor

The external auditor is appointed by the shareholders upon the recommendation of the Audit Committee, which reviews its qualifications, performance and independence. To ensure objectivity in the performance of its duties, the external auditor is subject to the rules on rotation and change (every five years for the engagement partner); general prohibitions on hiring of staff of the external auditor; and full and appropriate disclosure and prior approval by the Audit Committee of all audit and non-audit services and related fees. Approval of non-audit work by the external auditor is principally tested against the standard of whether such work will conflict with its role as an external auditor or would compromise its objectivity or independence as such.

Articles of Incorporation

TitleDate
Certificate Of Approval Of Increase Of Capital Stock June 24 2015 Jun 24, 2015
Certificate Of Filing Of Amended Articles Of Incorporation June 24 2015 Jun 24, 2015
Amendments To Articles Of Incorporation August 15 2014 Aug 15, 2014
Nickel Asia Corporation Articles Of Incorporation Jul 22, 2012
Certificate Of Filing Amended Articles Of Incorporation September 20 2010 Sep 20, 2010
August 26 2010 Certificate Of Amendment Of Articles Of Incorporation And By Laws Aug 26, 2010
Certificate Of Amendment Of The Articles Of Incorporation August 4 2009 Aug 24, 2009
Certificate Of Filing Amending Articles Vii Thereof April 15 2009 May 15, 2009
Certificate Of Filing Of The Articles And Plan Of Merger April 15 2009 Apr 15, 2009
Certificate Of Filing Of The Articles And Plan Of Merger February 27 2009 Feb 27, 2009

By Laws

TitleDate
Certificate Of Filing Of Amended By Laws September 20 2010 Aug 20, 2010
Nickel Asia Corporation By Laws Nov 26, 2019