Cebu

STATE OF CORPORATE GOVERNANCE REPORTCorporate Governance Structure and ProcessesThe Company’s structure, practices and internal controls as contained in the Articles of Incorporation and By-Laws and the Revised Manual of Corporate Governance approved by the Board of Directors.

Board Structure and ProcessKey Role and Responsibilities. Overall stewardship of the Company rests on the Board of Directors, the highest governing authority within CHI’s management structure. Collectively, the Board of Directors is responsible for the success of the Company and ensures that CHI’s obligations to its stakeholders are met.

Composition. The Board brings to the organization a balanced mix of business, legal, and finance competencies, with each director capable of adding value and rendering independent judgment in relation to the formulation of sound corporate policies, on issues of strategy, resources, standards and performance related to corporate social responsibility, environmental and economic sustainability.Decision-making at the Board level adheres to an objective process that does not undermine the independence and integrity of judgment of each individual director.None of the members of the Company’s Board of Directors and management own two percent or more of the outstanding capital stock of the Company.

Independent Directors. As a publicly-listed company in the Philippine Stock Exchange (PSE), CHI complies with the legal requirement to have at least two independent directors or at least twenty percent of its board size, whichever is less. CHI has three independent directors, Fr. Roderick C. Salazar, Jr., SVD, Enrique L. Benedicto and Hernando O. Streegan.The Company defines an independent director as one holding no interests or relationships with the Company that may hinder his independence from the Company or management or would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Company complies with the...