CENTURY ACQUA
LIFESTYLE CORPORATION


CORPORATE GOVERNANCE



Century Acqua Lifestyle Corporation believes in upholding the values of responsible corporate governance. This is for the benefit not only of the consumer, but of the company and its stakeholders. By pursuing integrity and excellence in corporate governance, we seek to cultivate long term value for our investors.




Annual CG Report






BOARD OF COMMITTEES


In order to ensure the compliance by the Company with the principles of good governance, the Board shall constitute the following committees:
  1. Nomination and Remuneration Committee

    The Board shall create a Nomination and Remuneration Committee which shall have at least three (3) members of the Board and one (1) non-voting member in the person of the Human Resources Director or Manager and/or a qualified appointee of the Board who shall have the rank of VP.

    The Nomination and Remuneration Committee shall pre-screen and shortlist all candidates nominated to become a member of the Board of Directors, in accordance with the minimum qualifications and disqualifications hereunder set forth. The Nomination and Remuneration Committee may include additional qualifications and disqualifications as it may deem fit for good corporate governance.

    In consultation with the Board or the executive or management committees, re-define the roles, duties and responsibilities of the Chief Executive Officer by integrating the dynamic requirements of the business as a going concern and further expansionary prospects of the Company within the realm of good governance at all times, if the need arises.

    The Nomination and Remuneration Committee shall consider the following in the determination of the number of directorships in other corporations for the members of the Board:

    1. The nature of the business of the corporation in which the director is also a member of the board;
    2. The age of the director;
    3. The number of directorships or active memberships and officerships in other corporations or organizations; and
    4. Possible conflict of interest.
    The optimum number shall be related to the capacity of a director, on a case-to-case basis, to perform his duties diligently in general.

    The Chief Executive Officer and other executive directors of the Company shall submit themselves to a low indicative limit on membership in other corporate boards. The same low limit shall apply to independent, non-executive directors who serve as full-time executives in other corporations. An exception to this rule may be applied to memberships in the corporate boards of subsidiaries or affiliates of the Company. In any case, the capacity of directors to serve the Company with diligence shall not be compromised.

    The nomination and Remuneration Committee shall further have the following duties and responsibilities relating to compensation and remuneration of the directors, corporate officers and senior management:

    1. Establish a formal and transparent procedure for developing a policy on executive remuneration packages of corporate officers and directors and for fixing the remuneration packages of individual directors and corporate officers;
    2. Provide oversight over remuneration of senior management and other key personnel;
    3. Ensure that the compensation and remuneration for the directors, officers, and senior management is consistent with the Company’s culture, strategy and control environment;
    4. Designate amount of remuneration which shall be in a sufficient level to attract and retain directors and officers who are needed to run the Company successfully;
    5. Develop a form on Full Business Interest Disclosure as part of the pre-employment requirements for all incoming officers. It shall, among others, compel all officers to declare under the penalty of perjury all their existing business interests or performance of duties once hired;
    6. Disallow any director to decide his or her own remuneration;
    7. Provide in the Company’s annual reports and information or proxy statements a clear, concise and understandable disclosure of compensation of its executive officers for the previous fiscal year and ensuing year;
    8. Regularly review the existing Personnel Policy Manual of the company in order to strengthen the provisions on conflict of interest, salaries, and benefits policies, promotion and career advancement directives and compliance of personnel concerned with all statutory requirements that must be periodically met in their respective posts.

  2. Audit Committee

    The Audit Committee shall be composed of at least three (3) members of the Board, one (1) of whom shall be an independent director and another with audit experience. Each member shall have adequate understanding at least or competence at most of the Company’s financial management systems and environment. The chairman of the Audit Committee must be an independent director of the Company.

    The Audit Committee shall have the following functions:

    1. Check all financial reports against its compliance with both the internal financial management handbook and pertinent accounting standards, including regulatory requirements;
    2. Perform oversight financial management functions specifically in the areas of managing credit, market, liquidity, operational, legal and other risks of the Company, and crisis management;
    3. Pre-approve all audit plans, scope and frequency one (1) month before the conduct of external audit;
    4. Perform direct interface functions with internal and external auditors;
    5. Elevate to prevalent international standard the accounting and auditing processes, practices and methodologies of the Company, and develop the following in relation to this duty:
    6. A definitive timetable within which the accounting system of the Company will be one hundred percent (100%) compliant with the International Accounting Standards (IAS); and
    7. An accountability statement that will specifically identify officers and personnel directly responsible for the accomplishment of such task;
    8. Regularly review and improve, if necessary, the Company’s Controller’s Policies and Procedures Manual, in order to provide for a transparent financial management system that will ensure the integrity of internal control activities throughout the Company and the entire organization; and
    9. Recommend to the stockholder s the external auditor of the Company.



BOARD OF DIRECTORS



Timothy Hallett, British, 55, Chief Operating Officer of Century Properties Hospitality and Chairman of CALC, has more than 30 years hospitality business experience in UK and Asia and has developed, pre-opened and operated multiple international hotels and golf resorts worldwide.

He started his career with Europe’s leading golf & leisure operator, the Marriott Country Club Hotels and then was part of PGA Golf Management in UK and Asia. His career continued with CCA International in Hong Kong where he oversaw the development of their Asian golf business and managed their 5-Star Club in Guangzhou, China. Prior to joining Alila Hotels & Resorts, Tim was Managing Director of Palm Resort Bhd the Hotel & Leisure business of AFP Land a division of Indonesia Sin Mas Group.Post this, Tim has create a number a key businesses and brands in the hotel and hospitality real estate private equity space including Zinc Hospitality, Cosi Hotels and Silverneedle Hospitality before joining Century Properties Group to create and roll out multiple Hotel and Hospitality Real Estate projects in the Philippines.


Carlos Benedict K. Rivilla IV, Filipino, 43 , is the President of the Company concurrently he serves as the Assistant Corporate Secretary and Vice President for Corporate Affairs of Century Properties Group, Inc. (CPGI) since 2011. As part of his experience in the business sector, he served as Director for Century Properties Worldwide Services Companies in the United Kingdom, Italy and Germany from 2012-2013.

Prior to joining Century, he served as Executive Vice President and Compliance Officer for a Business Processing Outsourcing Company from 2004-2006 and was Managing Director of CCP Company Services and worked with Corporate Counsels, Philippines Law Offices from 1998-2005 where as part of his employment he served as Director and Corporate Secretary to various corporations, he also served as Corporate Compliance Office and Vice President for Finance in a corporation engaged in mass media from 1993-1997 in Cebu City. Mr. Rivilla is a graduate of University of San Jose Recoletos.


Isabelita C. Sales, Filipino, 35 serves as the Century Properties Group Inc.’s Chief Information Officer. Prior to her stint with CPGI, Atty. Ching-Sales was the Chief Legal Counsel, Head for Credit Support, Chief Information Officer and Corporate Secretary of Asiatrust Development Bank where she worked for 5 years. She likewise worked as Head for Operations of China Banking Corporation’s Acquired Assets Division prior to her joining Asiatrust. She attended various trainings on Corporate Governance, Compliance, Land Registration, Disputes Resolution, Credit and Collection Procedures, both here and abroad. She graduated from the University of Sto. Tomas with a Bachelor’s Degree in Legal Management and obtained her degree in Bachelor of Laws at San Sebastian College Recoletos Manila, Institute of Law and San Beda College of Law, Manila.


Domie S. Eduvane, Filipino, 49 is the Senior Vice-President for Legal and Corporate Affairs of the CPGI. He graduated magna cum laude from Far Eastern University, Manila with a Bachelor of Arts Degree in Economics and obtained his law degree from San Beda College of Law, Manila in 1994. Prior to joining the Company, he served as the Vice-President for Legal and Corporate Affairs and Human Resources for Empire East Properties, Inc., an affiliate of Megaworld Corporation. He also worked as Court Attorney with the Court of Appeals, Manila and was an Associate with BengzonZarragaCudalaLiwanag& Jimenez Law Offices as well as a Partner of YrreverreRondario& Associates Law Office.


Rhoel Alberto C. Nolido, Filipino, 41 years old, is the Business Unit Head of CPGI. He has been in the real estate industry for the past 18 years. Mr. Nolido first started at Ayala Land, Inc. where he worked for 10 years handling project development. He eventually moved on as General Manager of Northpine Land for 5 years before he transferred to Eton Properties as a Senior Vice President for Business Management. He graduated from Ateneo de Manila University with a Bachelor of Science in Management degree and later took his MBA in Asian Institute of Management, Major in Finance.


Independent Directors



Riza V. Tumale, Filipino, 41 years old, is a corporate lawyer and a financial advisor for Philam Life. Atty. Tumale is a legal consultant and corporate secretary of a number of corporations. She is also a project attorney for Baer Reed, a legal process outsourcing company. She once worked with Corporate Counsels, Philippines Law Offices where as part of her employment she served as Corporate Secretary and Compliance Officer of various corporations. Atty. Tumale was admitted to the Philippine Bar in May 1999. She obtained both her undergraduate and Juris Doctor degrees from the Ateneo de Manila University.


Ma. Pamela Barbara D. Quizon-Labayen, Filipino, 41 years old, is the concurrent Compliance Officer of AstraZeneca Pharmaceuticals (Phils.), Inc. and AstraZeneca (Thailand) Ltd. since 2010 for the Philippines and concurrently with Thailand since March 2015, responsible for the governance and compliance framework for both countries. Prior to joining AstraZeneca, she was an Associate Lawyer for Quisumbing Torres (Baker & McKenzie Philippines) from 2005-2008, and was Head of the Disclosure Department of the Philippine Stock Exchange, Inc. from 2002-2005 where she was involved in the review, investigation, and approval of disclosure submissions of all listed companies on the PSE. She was also an Associate Lawyer for OngkikoKalawManhit&Acorda Law Offices, engaged in civil, corporate and criminal cases. Ms. Labayen is a graduate of Ateneo de Manila University with a Bachelor of Science degree in Legal Management and earned her Juris Doctor degree from the same University.



BOARD PROCESSES



Board Meetings and Attendance


The members of the Board shall attend its regular and special meetings in person or through teleconferencing conducted in accordance with the rules and regulations of the Commission.

Independent directors shall always attend Board meetings. Unless otherwise provided in the by-laws, in their absence shall not affect the quorum requirement. However, the Board may, to promote transparency, require the presence of at least one independent director in all its meetings.

To monitor the directors’ compliance with the attendance requirements, the Company shall submit to the Commission, on or before January 30 of the following year, a sworn certification about the directors’ record of attendance in Board meetings. The certification may be submitted through SEC Form 17-C or in a separate filing.


The Corporate Secretary


The Corporate Secretary is an officer of the Company, and perfection on performance and no surprises are expected of him. As a corporate officer, his loyalty to the mission, vision and specific business objectives of the Company come with his duties.

The Corporate Secretary shall be a Filipino citizen and a resident of the Philippines.

The Corporate Secretary must possess administrative and interpersonal skills. The Corporate Secretary must also possess some financial and accounting skills, as well as some legal skills, if not a lawyer.

The Corporate Secretary must possess a working knowledge of the statutory and regulatory requirements applicable to and affecting the Company, including the contents of the Company’s Articles of Incorporation and By-Laws, as may be amended form time to time, the requirements of other regulatory agencies.

The Corporate Secretary shall have the following duties and responsibilities

  1. Be responsible for safekeeping and preservation of the integrity of the minutes of the meetings of the Board and its committees, as well as the other official records of the corporation;
  2. Gather and analyze all documents, records and other information essential to the conduct of his duties and responsibilities to the Company;
  3. As to the agenda, get a complete schedule thereof at least for the current year and put the Board on notice before every meeting;
  4. Assist the Board in making business judgment in good faith and in the performance of their responsibilities and obligations;
  5. Attend all Board Meetings and maintain a record of the same; and
  6. Submit to the Commission, at the end of every fiscal year, an annual certification as to the attendance of directors during Board meetings.
  7. Work fairly and objectively with the Board, Management, stockholders and other stakeholders.


Remuneration of Directors and Officers


The levels of remuneration of the Company shall be sufficient to be able to attract and retain the services of qualified and competent directors and officers. A portion of the remuneration of executive directors may be structured or be based on the corporate or individual performance.

The Company shall establish a formal and transparent procedure for the development of a policy on executive remuneration or determination of remuneration levels for individual directors or officers depending on the particular needs of the Company. No director should participate in deciding on his remuneration.

The Company’s annual reports and information and proxy statements shall include a clear, concise and understandable disclosure of all fixed and variable compensation that may be paid, directly or indirectly, to its directors and top four (4) management officers during the preceding fiscal year.

To protect the funds of the Company, the Commission may, in exceptional cases, e.g., when the Company is under receivership or rehabilitation, regulate the payment of the compensation, allowances, fees and fringe benefits of its directors and officers.



Board Responsibilities


  1. General Responsibility

    Compliance with the principles of good corporate governance shall start with the Board of Directors.

    It shall be the Board’s responsibility to foster the long-term success of the Company and secure its sustained competitiveness in a manner consistent with the Board’s fiduciary responsibility, including the means to effectively Management’s performance, which the Board shall exercise in the best interest of the Company, its shareholders and other stakeholders. The Board shall conduct itself with utmost honesty and integrity in the discharge of its duties, functions and responsibilities.


  2. Duties and Functions

    To insure a high standard of best practice for the Company, its shareholders and stakeholders, the Board shall:

    • Install, through the Nomination and Remuneration Committee, a process of selection that will ensure a mix of competent directors and officers;
    • Determine the Company’s purpose, its mission and vision, and strategies to carry out the Company’s objectives;
    • Ensure that the Company complies with all relevant laws, rules and regulations, and codes of best business practices;
    • Appoint a Compliance Officer who shall have the rank of at least vice president, In the absence of such appointment, the Corporate Secretary and/or the Assistant Corporate Secretary shall act as Compliance Officer.
    • Identify the Company’s major and other stakeholders, and formulate a clear policy on communicating or relating with them through an effective investor relations program;
    • Establish and maintain an investor relations program that will keep the stockholders informed of important developments in the corporation. If feasible, the corporation’s CEO or Chief Financial Officer shall exercise oversight responsibility over this program
    • Adopt a system of internal checks and balances;
    • Formulate and implement policies and procedures that would ensure the integrity and transparency of related party transactions between and among the corporation and its parent company, joint venture, subsidiaries, associates, affiliates, major stockholders, officers and directors, including their spouses, children and dependent siblings and parents, and of interlocking director relationships by members of the Board.
    • Identify key risk areas and key performance indicators, and monitor these factors with due diligence;
    • Constitute an Audit Committee and such other committees it deems necessary to assist the Board in the performance of its duties and responsibilities.
    • Proper discharge Board functions by meeting regularly. Independent views during the Board meetings shall be given due consideration and all such meetings shall be duly minuted; and
    • Keep Board authority within its powers, as prescribed in the Articles of Incorporation and By-Laws of the Company and in relevant laws, rules and regulations.
    • Establish and maintain an alternative dispute resolution system in the Company that can amicably settle conflicts or differences between the Company and its stockholders, and the Company and third parties, including the regulatory authorities.


Specific Duties and Responsibilities of a Director


A director’s office is one of trust and confidence. A director shall act in a manner characterized by transparency, accountability and fairness. He should exercise leadership, prudence and integrity in directing the corporation towards sustained progress.

A director shall have the following duties and responsibilities:

  1. Conduct fair business transactions with the Company, and ensure that personal interest does not bias the Board decisions;
  2. Devote time and attention necessary to properly discharge his duties and responsibilities;
  3. Act judiciously;
  4. Exercise independent judgment;
  5. Have a working knowledge of the statutory and regulatory requirements affecting the Company including the contents of the Company’s Articles of Incorporation and By-Laws, the requirements of the Commission, and the requirements of their regulatory agencies;
  6. Observe confidentiality; and
  7. Ensure the continuing soundness, effectiveness and adequacy of the Company’s control environment.



Internal Control Responsibilities of the Board


The control environment of the Company consists of (a) the Board which ensures that the Company is properly and effectively managed and supervised; (b) a Management that actively manages and operates the Company in a sound and prudent manner; (c) the organizational and procedural controls supported by effective management information and risk management reporting systems; and (d) an independent audit mechanism to monitor the adequacy and effectiveness of the corporation’s governance, operations, and information systems, including the reliability and integrity of financial and operational information, the effectiveness and efficiency of operations, the safeguarding of assets, and compliance with laws, rules, regulations and contracts.
  1. The minimum internal control mechanisms for the performance of the Board’s oversight responsibility may include:
    1. Definition of the duties and responsibilities of the CEO who is ultimately accountable for the corporation’s organizational and operational controls;
    2. Selection of the key personnel who possesses the ability, integrity and expertise essential for the position of CEO;
    3. Evaluation of proposed management appointments;
    4. Selection and appointment of qualified and competent management officers; and
    5. Review of the Company’s human resource policies, conflict of interest situations, compensation program for employees, and management succession plan.
  2. The Board shall oversee the establishment of internal systems of organizational and operational controls of the Company best suited for its industry.
  3. Establish an internal audit system that shall assure the Board, Management and stockholders that its key organizational and operational controls are faithfully complied with. The Board may appoint an Internal Auditor to perform audit function, and may require him to report to a level in the organization that allows internal audit activity to fulfill its mandate. The Internal Auditor shall be guided by the International Standards on Professional Practice of Internal Auditing.

    The Internal Auditor shall report to the Audit Committee.

    1. The minimum internal control mechanisms for management’s operational responsibility shall center on the Chief Executive Officer, being ultimately accountable for the Company’s organizational and procedural controls.
    2. The scope and particulars of a system of effective organizational and procedural controls shall be based on the following factors: the nature and complexity of business and the business culture; the volume, size and complexity of transactions; the degree of risk; the degree of centralization and delegation of authority; the extent and effectiveness of information technology; and the extent of regulatory compliance. These factors shall be taken into consideration every review, or in the event of total revision, of the Company’s Controller’s Policies and Procedure Manual.




Code of Conduct and Ethics




Corporate Governance Manual


To better understand our corporate governance practices and our focus on building trust, confidence, openness, and a management team that fully supports our corporate goals, please refer to our corporate governance manual:





Enterprise Risk Management




Insider Trading Policy




Rights of Shareholders