CAOYONG, MICHAEL ANGELO M.

- LEADER
BALUNAN, ARIEL
MANLOSA, JESSA LOUISE
LAUDE, JURINEL MAE
AMPARO, KEMIMA JOY
CASE 2:

Required:

a.) Explain the roles of the Chairman in Corporate Governance.

Chairman has vital roles in Corporate Governance. He has the most significant job among all the
people composing the corporation. The chairman provides leadership and governance of the Board. He
always makes sure the individual effectiveness of the Directors. Arranges both formal and informal
meeting of the Directors ensuring that Board members receive accurate, timely and clear information to
discuss on issues, opportunities, group performances and matters reserved and enable them to monitor
performance, make sound decisions and give appropriate advice to promote the success of the Company
while securing that there’s transparency and effective communication with shareholders. Furthermore,
the chairman must guarantee that the CEO and the management productively implement all the
objectives, policies, and strategies agreed by the Board. More importantly, Establish good corporate
governance practices and procedures and promotes the highest standards of integrity, probity and
corporate governance throughout the Group and particularly at Board level.

b.) Assess the benefits of the separation of the roles of chief executive and chairman that Alliya
Yongvanich argued for and explain her belief that ‘accountability to shareholders’ is increased by the
separation of these roles.

Separating the roles of the CEO and Chairman provides benefits and Help Company become fully
equips in accelerating the growth and maintains stability of the company. The separation contributes
independence to both positions. It clearly distinguishes between the roles of the board and management,
thus, avoiding any conflict in interest. The chairman can solely focus himself on board matters, such as
evaluating performances, compensating executives, firing, recruitment of senior staffs and other
directors beneficial to the company. On the other hand, the CEO can focus on effectively implementing the
strategies and decisions of the board with proper monitoring and involvement to day-to-day operations.
Accordingly, separation of the Chairman and CEO roles, can lead to better management and oversight
because an independent Chairman is able to ensure that the board is fully engaged with strategy and to
evaluate how well that management is implementing strategy. Importantly, appointment of an
independent Chairman can also signal to all stakeholders that the CEO is accountable to a unified Board
with a visible leader.

Shareholders definitely expect their rights and equity value to be well protected. In other words,
they expect their investee companies to maintain smooth, effective and transparent operations using
sound and effective corporate governance practices. Through the separation of roles between
management and the board, the latter can perform its task successfully without confusion. Shareholders
are considered as company’s asset. They are valuable and their interest in all business decisions matters.
Therefore, the company must be accountable and transparent in financial reporting to the shareholders.
The board must protect and manage shareholder’s interest in the company. In that matter, must take full
responsibility for all of a company’s activities and presenting fair, balanced and understandable
assessment of an organization’s position and prospects to shareholders.