Last updated on December 11, 2017
Board of Directors
The ECC Board of Directors have the obligation and duty to always act in the best interest of the ECC. As public officials, they are responsible in promoting a high standard of ethics in public service and are accountable to the people, in consonance with the principles of utmost responsibility, integrity, and competence.
Responsibilities of the Board
- Meets regularly, ideally at least once every month, to properly discharge its responsibilities, with independent views expressed during such meetings being given due consideration, and that all such meetings are properly documented;
- Determines the GOCC’s purpose and value, as well as adopt strategies and policies including risk management policies and programs;
- Monitors and evaluates on a regular basis the implementation of corporate strategies and policies, business plans and operations and operating budgets, as well as Management’s over-all performance to ensure optimum results;
- Adopts a competitive selection and promotion process, a professional development program, as well as a succession plan, to ensure that the Officers of the Commission have the necessary motivation, integrity, competence, and professionalism;
- Monitors and manages potential conflicts of interest of its members, management, and shareholders, including misuse of corporate assets and abuse in related party transactions;
- Implements a system of internal checks and balances, which may be applied in the first instance to the Commission; and ensure that such systems are reviewed and updated on a regular basis;
- Identifies, monitors, and provides appropriate technology and systems for the identification and monitoring of key risks and performance areas;
- Adopts, implements, and oversees the process of disclosure and communications;
- Constitutes an Audit Committee and such other specialized committees as may be necessary or required by applicable regulations, to assist the Commission in discharging its functions; and
- Conducts and maintains the affairs of the Commission within the scope of its authority, as prescribed in its Charter and applicable laws, rules, and regulations
- Serves as an adviser to the members on their responsibilities and obligations;
- Keeps the minutes of meetings of the Commission in a book/s kept for that purpose, and furnish copies thereof to the Chairman, the Executive Director, and other members of the Commission, as appropriate;
- Keeps in safe custody the seal of the ECC and affix it to any instrument requiring the same;
- Attends to the giving and serving of notices of Commission meetings;
- Be fully informed and be part of the scheduling process of other activities of the Commission;
- Receives instructions from the Chairman on the preparation of an annual schedule, the calling of Commission meetings, the preparation of regular agenda for meetings, and notifying of such agenda at every meeting;
- Oversees the adequate flow of information to the Commission prior to the meetings;
- Ensures fulfilment of disclosure requirements to regulatory bodies; and
- Ensures that board papers for Board of Directors’ meetings are provided at least three working days before the board meeting.
To efficiently manage the Commission’s time, ensure proper understanding and resolution of all issues affecting ECC and proper handling of all other concerns, and allow the Board to effectively utilize its respective expertise, the following Committees under the EC Board have been created.
Chairperson: Representative from GSIS
Vice-Chair: Representative from SSS
Members: Representative from Philhealth, Employee’s Representative
Consisting of at least three Directors and whose Chairman should have audit, accounting, or finance background (subject to change once the members of the Committee have been identified), the Audit Committee shall be responsible for the following;
- Overseeing, monitoring, and evaluating the adequacy and effectiveness of the ECC’s internal control system; engage and provide oversight of the GOCC’s internal and external auditors, and coordinate with the Commission on Audit (COA);
- Reviewing and approving audit scope and frequency of the annual internal audit plan, quarterly, semi-annual, and annual financial statements before submission to the Board, focusing on changes in accounting policies and practices, major judgemental areas, significant adjustments resulting from the audit, going concerns assumptions, compliance with accounting standards, and compliance with tax, legal, regulatory, and COA requirements;
- Ensuring that internal auditors have free and full access to all ECC records, properties, and personnel relevant to and required by its function and shall be free from interference in determining its scope, performing its work, and communicating its results; and
- Developing a transparent financial management system that will ensure the integrity of internal control activities throughout ECC through a procedures and policies handbook that will be used by the entire organization.
Chairperson: Employee’s Representative
Vice-Chair: Employer’s Representative
Members: Representative from SSS, Representative from GSIS, Representative from Philhealth, Representative from ECC
This Committee consist of at least three members, with at least one member having a background in finance and investments, (subject to change once the members of the Committee has been identified), is responsible for the following:
- Performing oversight risk management functions specifically in the areas of managing credit, market, liquidity, operational, legal, reputational and other risks of the ECC, and crisis management , which shall include receiving from the Senior Management periodic information on risk exposures and risk management activities;
- Developing the Risk Management Policy of the ECC, ensuring compliance with the same and ensure that the risk management process and compliance are embedded throughout the operations of ECC, especially at the Board and Management level; and;
Providing quarterly reporting and updating the Board on key risk management issues as well as ad hoc reporting and evaluation on investment proposals.
Executive and Governance Committee
Chairperson: Chairman of the Board
Vice-Chair: Representative from ECC
Members: Employee’s Representative, Employer’s Representative
Composed of not less than three members of the Board and with the Chairman of the Board being the Committee Chairman, the Executive and Governance Committee has the following responsibilities:
- Ensuring that the ECC Board fulfill its legal, ethical, and functional responsibilities through adequate governance policy development, training programs, and monitoring of board activities, as well as evaluation of the board’s performance;
- Overseeing the periodic performance evaluation of the Board and its committees and Management, and shall also conduct an annual self-evaluation of their performance;
- Deciding whether or not a Director is able to and has been adequately carrying out his/her duties as director, bearing in mind the director’s contribution and performance, adopting internal guidelines which addresses the competing time commitments faced when directors serve on multiple boards;
- Recommend to the ECC Board a continuing education plan for Directors, assignment to Board Committees, succession plan for the Executive Officers, and their remuneration commensurate with corporate and individual performance; and
- Recommend and propose, for the approval of the Board, an objective performance criteria by which the ECC Board’s performance may be evaluated, with performance indicators addressing how the Board will enhance long-term shareholders’ value.
Nomination and Remunerations Committee
Chairperson: Representative from ECC
Vice-Chair: Representative from Philhealth
Members: Chairman of the Board, Employee’s Representative
Composed of at least three members of the Board, the Nominations and Remunerations Committee is responsible for the following:
- Installing and maintaining a process to ensure that Officers to be nominated or appointed shall have the qualifications and none of the disqualifications mandated under the law, rules, and regulations;
- Reviewing and evaluating the qualifications of all reasons nominated to positions in the ECC which require appointment by the Board;
- Recommending to the GCGC nominees for the shortlist in line with the ECC’s Board composition and succession plan; and
- Developing recommendations to the GCG for the updating of CPCS and ensuring that the same continues to be consistent with the ECC’s culture, strategy, control environment, as well as the pertinent laws, rules, and regulations.
Policies and Programs Committee
Chairperson: Representative from ECC
Vice-Chair: Representative from Philhealth
Members: Representative from SSS, Representative from GSIS
The Committee, composed of at least three members of the Board, is responsible for reviewing and proposing new policies and programs with regards to the following;
- occupational health and safety;
- accident prevention in the working environment; and
- rehabilitation and compensation of Persons with Work-Related Disabilities (PWRD)
Attendance to Board Meetings
Corporate Governance Confirmation Statement
- The Manual on Corporate Governance contains the policies on disclosure and transparency in adherence to the State Policy that the governance of government-owned or -controlled corporations (GOCCs) is carried out in a transparent, responsible and accountable manner and with the utmost degree of professionalism and effectiveness.
- The said Manual outlines the duties of this Commission to its employees and stakeholders.
- The Manual also underlines the importance of social responsibility and integrity in all dealing with stakeholders by the officials and employees in the performance of their duties and responsibilities.
There have been no deviations from the Manual since it was adopted.