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 pre-determined schedule of meetings at the beginning of each calendar year. As necessary, attendance at the Board meetings may be through electronic medium or telecommunications.

Position

Name

Date of Election

Number of Meetings Held during this year

Number of Meetings Attended

%

Directorship in Other Publicly-Listed Companies

Chairman

Gerard H. Brimo

04 June 2021

7

7

100%

Security Bank Corporation

Vice Chairman

Philip T. Ang

04 June 2021

7

7

100%

Independent Director

Frederick Y. Dy*

17 July 2020

2*

2*

100%*

Security Bank Corporation

Independent Director

Angelo Raymundo Q. Valencia

04 June 2021

7

7

100%

None

MemberMartin Antonio G. Zamora04 June 202177100%None
MemberLuis J. L. Virata04 June 202177100%Benguet Corporation
MemberMaria Patricia Z. Riingen04 June 202177100%None
MemberMasahiro Kamiya04 June 202177100%None
MemberHiroshi Yoshida**04 June 20215**5**100%**None
Lead Independent DirectorJaime J. Bautista***04 June 20215***5***100%***
MemberYusuke Niwa****05 August 20213****3****100%****None

*Mr. Dy served as Independent Director until the expiration of his term on 04 June 2021.
**Mr. Yoshida was a member of the Board of Directors until his resignation on 05 August 2021.
***Mr. Bautista was elected as an Independent Director on 04 June 2021.
****Mr. Niwa was appointed as a member of the Board of Directors on 05 August 2021, to serve the unexpired term of Mr. Yoshida.


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 Charter of the Board of Directors and the New 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.

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 periods prescribed by the SEC.

In 2021, in view of the Covid-19 pandemic, the Securities and Exchange Commission issued on 17 March 2021 a Notice entitled ““Alternative Mode for Distributing and Providing Copies of the Notice of Meeting, Information Statement, and Other Documents in Connection with the Holding of Annual Stockholders’ Meeting for 2021” that allowed publicly-companies to publish the Notice of Annual Stockholders’ Meeting, Information Statement, Management Report, Audited Financial Statement, Annual Report on SEC Form 17-A and Quarterly Report on SEC Form 17-Q on their company websites and through PSE EDGE at least 21 days before the date of the annual stockholders’ meeting. The Company published its Notice of Annual Stockholders’ Meeting Information Statement, Management Report, Audited Financial Statement, Annual Report on SEC Form 17-A and Quarterly Report on SEC Form 17-Q on 11 May 2021, 24 days before its Annual Stockholders’ Meeting on 04 June 2021.

Board Committees

Audit Committee

The Audit Committee is composed of Mr. Jaime J. Bautista (Lead Independent Director) as Chairman, and Messrs. Angelo Raymundo Q. Valencia (Independent Director) and Masahiro Kamiya as members. 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.

Mr. Patrick S. Garcia is the Company’s Chief Audit Executive and Assistant Vice President for Internal Audit from May 1, 2020 to the present.

The table below shows the attendance of the members of the Audit Committee at Committee meetings held in 2021:

BoardNameNo. of Meetings Held during this yearNo. of Meetings Attended%
ChairmanFrederick Y. Dy*2*2*100%*
Chairman (from June 4, 2021 to the present)Jaime J. Bautista**2**2**100%**
MemberAngelo Raymundo Q. Valencia**44100%**
MemberMasahiro Kamiya44100%


*Mr. Dy served as Chairman of the Audit Committee until 04 June 2021.

**Mr. Bautista was appointed as Chairman of the Audit Committee at the Organizational Meeting of the Board of Directors on 04 June 2021.

Board Risk Oversight Committee

The Board Risk Oversight Committee is composed of Mr. Angelo Raymundo Q. Valencia (Independent Director) as Chairman, and Messrs. Martin Antonio G. Zamora and Jaime J. Bautista (Independent Director) as members. Mr. Bautista replaced Mr. Frederick Y. Dy as Committee member on 04 June 2021.

The 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 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 2021:

BoardNameNo. of Meetings Held during this yearNo. of Meetings Attended%
ChairmanAngelo Raymundo Q. Valencia44100%
MemberFrederick Y. Dy2*2*100%*
MemberJaime J. Bautista2**2**100%**
MemberMartin Antonio G. Zamora44100%

*Mr. Dy was a member of the Board Risk Oversight Committee until 04 June 2021..

**Mr. Bautista was appointed as a member of the Board Risk Oversight Committee on 04 June 2021.

Corporate Governance Committee

The Corporate Governance Committee is composed of Mr. Gerard H. Brimo as Chairman, and Messrs. Philip T. Ang and Jaime J. Bautista (Independent Director) as members. Mr. Bautista replaced Mr. Frederick Y. Dy as member of the Committee on 04 June 2021.

The table below shows the attendance of the members at the Committee meetings held in 2021:

BoardNameNumber of Meetings Held during this yearNo. of Meetings Attended%
ChairmanGerard H. Brimo33100%
MemberPhilip T. Ang33100%
MemberFrederick Y. Dy1*1*100%*
MemberJaime J. Bautista2**2**100%**

*Mr. Dy was a member of the Corporate Governance Committee until 04 June 2021.

**Mr. Bautista was appointed as a member of the Committee on 04 June 2021.

The Committee is responsible for ensuring compliance with and proper observance of corporate governance principles and practices. It also oversees 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. Further, the Committee conducts 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 the Management of the Company. The Committee also performs the functions previously assigned to the Compensation and Remuneration Committee.

The Committee is tasked to establish and maintain a formal and transparent procedure for developing policy on remuneration of the 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 was composed of Mr. Masahiro Kamiya as Chairman and Messrs. Jaime J. Bautista (Independent Director) and Angelo Raymundo Q. Valencia (Independent Director) as members. Mr. Bautista replaced the Mr. Frederick Y. Dy as a member of the Committee on 04 June 2021.

The 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. The 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 Committee further ensures 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.

The table below shows the attendance of the members at the Committee meetings held in 2021:

Board

Name

Number of Meetings Held during this year

No. of Meetings Attended

%

Chairman

Masahiro Kamiya

4

4

100%

Member

Frederick Y. Dy

2*

2*

100%*

Member

Angelo Raymundo Q. Valencia

4

4

100%

Member

Jaime J. Bautista

2**

2**

100%**

*Mr. Dy was a member of the Related Party Transactions Committee until 04 June 2021.

**Mr. Bautista was appointed as member of the Related Party Transactions Committee on 04 June 2021.

Nominations Committee

The Nominations Committee is composed of Mr. Martin Antonio G. Zamora as Chairman, and Messrs. Masahiro Kamiya and Angelo Raymundo Q. Valencia (Independent Director) as members.

The Nomination Committee held two meetings in 2021, wherein all members were present.

The Nomination 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.

BOARD ADVISORS

MANUEL B. ZAMORA, JR.

FREDERICK Y. DY

PHILIP T. ANG

The Board Advisors (1) attend Board of Directors’ meetings and meetings of Board Committees as necessary; (2) provide guidance and suggestions, as may be necessary, on matters deliberated upon during Board and Committee meetings; and (3) provide recommendations and/or key information and materials regarding specific matters being considered by the Board and referred to the Board Advisors.

EXECUTIVE IMPLEMENTATION

Chairman

Mr. Gerard H. Brimo is the Chairman of the Board of Directors of the Company. The Chairman is responsible for leadership of the Board. He ensures the effective operation of the Board and its committees in conformity with the highest standards of corporate governance. He is accountable to the Board. The Chairman ensures that the Board sets an agenda that is focused on strategy, performance, and accountability taking into consideration the recommendations of the Directors and management. 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. Mr. Brimo still has executive functions, and works with the President and Chief Executive Officer (CEO) to develop the strategy for the Company’s future growth, including to identify opportunities for value-enhancing initiatives such as acquisitions and joint ventures, as may be deemed beneficial for the long-term interest of the Company. He will also oversee the Company’s copper-gold initiatives. Mr. Brimo continues to represent the Company in the Chamber of Mines, of which he is the incumbent Chairman.

President and Chief Executive

Mr. Martin Antonio G. Zamora is the President and CEO of the Company. The President 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. He also warrants 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.

As CEO, he acts a direct liaison between the Board and the Management of the Company.

The President and CEO, together with the Management, 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 also serves as the link between internal operations and external stakeholders.

Chief Risk Officer

Gen. (Ret.) Romeo T. Tanalgo, Vice President-Security and Administrative Services and Officer-in-Charge of the Risk and Assurance Group, assumed the post of Chief Risk Officer effective 01 April 2021. He replaced Mr. Jose B. Anievas who retired on May 31, 2021. 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 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 President and CEO in updating and making recommendations to the Board Risk Oversight Committee.

Chief Governance Officer

Ms. Georgina Carolina Y. Martinez, Senior Vice President, Head of the Compliance and Corporate Support Services Group, is the Company’s Chief Governance Officer. The Chief Governance Officer 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, she also ensures that the necessary systems are in place to monitor compliance.

Chief Compliance Officer

Ms. Georgina Carolina Y. Martinez also serves as Chief Compliance Officer of the Company. She 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 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

Mr. Patrick S. Garcia is 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
Amended Articles Of Incorporation (2012) Aug 9, 2012
Certificate Of Filing Amended Articles Of Incorporation (September 20, 2010) Sep 20, 2010
Certificate Of Amendment Of Articles Of Incorporation And By Laws (August 26, 2010) Aug 26, 2010
Certificate Of Amendment Of The Articles Of Incorporation (August 4, 2009) Aug 24, 2009
Certificate Of Filing Amending Articles VII (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
Amended By Laws (2019) Oct 16, 2019
Certificate Of Filing Of Amended By Laws (September 20, 2010) Aug 20, 2010
By Laws Sep 12, 2022