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 as 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 as 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.

Board of Directors

The Board is primarily responsible for the governance of the Company and provides 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 longterm success of the Company and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and the interests 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. Each 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 CG Manual. The members of the Board are elected during the Annual Stockholders’ Meeting based on the list of nominees prepared by the Nomination 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.

Board

Name

Date of Election

No. of Meetings Held during this year

No. of Meetings Attended

%

Directorship in Other Publicly Listed Companies

Chairman

Manuel B. Zamora, Jr.

May 29, 2017

6

6

100%

None

Vice-Chairman

Philip T. Ang

May 29, 2017

6

6

100%

Security Bank Corporation

Member

Gerard H. Brimo

May 29, 2017

6

6

100%

None

Independent Director

Frederick Y. Dy

May 29, 2017

6

6

100%

Security Bank Corporation

Independent Director

Fulgencio S. Factoran, Jr.

May 29, 2017

6

6

100%

BDO Leasing & Finance, Inc.

Atlas Consolidated Mining and Development Corp.

Member

Takanori Fujimura

May 29, 2017

6

6

100%

None

Member

Takeshi Kubota*

May 29, 2017

6

5

83%

Sumitomo Metal Mining Co., Ltd.

Member

Luis J. Virata

May 29, 2017

6

6

100%

Benguet Corporation

Member

Martin Antonio G. Zamora

May 29, 2017

6

5

83%

NiHAO Mineral Resources International, Inc.

Member

Toru Higo**

May 29, 2017

None

*Mr. Kubota resigned as Director effective November 6, 2017.

**Mr. Higo was elected as a Director on November, 6 2017 to replace Mr. Kubota and to serve as Director for his unexpired term.

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.

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 Securities and Exchange Commission.

Shareholder InformationYE2016YE2015YE2014
Authorized Shares19,265,000,00019,265,000,0004,265,000,000
Issued Shares
Common7,602,928,9547,596,939,4567,591,771,030
Preferred720,000,000720,000,000720,000,000
Treasury---
Market Cap (in millions)47,480.8747,480.87120,443.45
Basic EPS0.270.271.13
PSE TickerNIKLNIKLNIKL
Share Price
High16.1516.1516.00
Low6.166.165.02
Close6.256.2515.87

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 Feb 16, 2019