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Teh, Lemuel D.

2013-11498

Universal Robina Corporation: The Company Structure

According to the Universal Robina Corporation Corporate Governance Manual, the Corporation
shall have the following delineation of authority, manifested by various bodies, all ultimately
leading to achieving the objectives of the Corporation: (a) the Board of Directors, (b) the Board
Committees, and (c) the Executive Committee.

The Board of Directors is tasked with the governance of the Corporation. This includes fulfilling
the obligation of the Corporation to its shareholders and other stakeholders such as the
customers, government, etc. It is composed of at least five (5) but not more than fifteen (15)
Directors, all of which are voted in by stockholders. It is also stipulated that there shall be at
least two (2) Independent Directors or a number that is 20% of the total number of members of
the Board, whichever is lesser but no less than two (2). The Board can also be a mixture of
Executive and Non-Executive Directors so that no group of Directors can dominate the decision-
making process.

To ensure that company guidelines and by-laws are being followed and that principles of good
governance are observed, three (3) Board Committees are established: (a) the Audit and Risk
Committee; (b) the Governance, Nomination, and Election Committee, and; (c) a Remuneration
and Compensation Committee. The first committee is mainly tasked with assisting the Board in
terms of financial oversight and internal controls for the company. The second one oversees the
development and execution of corporate plans and ensures that the election of new Officers of
the Corporation is done in a transparent and effective manner. The latter committee concerns
itself with evaluation of remuneration and compensation for all members of the Board, especially
the Chief Executive Officer and the four (4) most highly compensated executive officers.

As for the Executive Committee, the Manual stipulates that there shall be five (5) main Offices
that must be filled that of the (a) Chairman of the Board, (b) Chief Executive Officer (CEO), (c)
Corporate Secretary, (d) Corporate Internal Auditor, and (e) Compliance Officer. It is further
stated that the offices of the Chairman and CEO may be separated so as to promote
accountability and balance of power. The Chairman has been tasked with heading the Board of
Directors and ensuring that communication between Management and the Board is maintained.
Meanwhile, the CEO is tasked in dealing with the business operations and heading the
Management of the Corporation. The Corporate Secretary deals with the filing of the paperwork
of the Company and acts as liaison to the Securities and Exchange Commission insofar as the
Corporation is concerned. The Corporate Internal Auditor heads the examination and evaluation
of the planning, organizing, and directing processes established by the Management; thus, s/he
is excluded from the day-to-day internal checking systems done by the Management. Lastly, the
Compliance Officer is in charge of ensuring that the provisions and requirements of the
Governance Manual has been followed to the letter and that violations found shall be reported
to the Chairman of the Board and recommend the necessary disciplinary action/s.

Though it may seem convoluted and unnecessarily complex, such a corporate structure is
needed to ensure that the goals and objectives of the Company shall be met, as is evident in
the success of the Universal Robina Corporation.

Source: http://www2.urc.com.ph/corp_gov_manual

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