Manual on Corporate Governance


As CIRTEK HOLDINGS PHILIPPINES CORPORATION (the “Company”) moves towards the accomplishment of its corporate goals and ultimately to create and sustain increased value for all its shareholders, the Board of Directors (the “Board”), the management, officers and employees of the Company believe that sound and effective governance is fundamental to its continued success and sustainability.

This Revised Manual on Corporate Governance (hereinafter the “Manual”) recognizes and safeguards the rights of every shareholder.  It promotes shareholders’ rights, particularly the rights to information and to participate in the governance process.  It supplements and complements the Articles of Incorporation and By-laws of the Company, which principally contain the basic structure of governance.

The rationale of this Manual is to improve, organize, and make transparent the governance of the Company, and demonstrate the Company’s commitment to good governance, by developing and promoting:

   -  Responsible, accountable and value-based performance management;
   -  Effective oversight, with Board Committees that act in the best interests of the Company and
          its stakeholders, including minority shareholders, and seek to enhance shareholder value in
          a sustainable manner; and
   -  Adequate information disclosure and transparency, as well as effective system of risk
          management and internal control

The Board, the management, and employees understand this Manual as their joint obligation to ensure that its provisions are fully implemented.

This Manual is issued in compliance with the Securities and Exchange Commission (the “Commission” or “SEC”) Memorandum Circular No. 19, Series of 2016 dated 22 November 2016, otherwise known as the Code of Corporate Governance for Publicly-Listed Companies.


Corporate Governance Framework


The Company’s corporate governance framework is based on the following principles:

   o  Accountability – This Manual establishes the Company’s accountability to all its shareholders
          and guides the Board in setting strategies and monitoring the Company’s management.

   o  Fairness – The Company commits to safeguard shareholder rights and ensure the fair
          treatment of all shareholders, including minority shareholders.

   o  Transparency – The Company ensures that timely and accurate disclosures are made on all
          material matters, including the financial situation, performance, ownership, and governance,
          in a manner easily accessible to the public.


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Manual on Corporate Governance ( 2 June 2017 )

Manual on Corporate Governance ( 31 May 2017 )

Manual on Corporate Governance ( 1 August 2014 )