Sec Form – I-Acgr Integrated Annual Corporate Governance Report
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SEC FORM – I-ACGR INTEGRATED ANNUAL CORPORATE GOVERNANCE REPORT 1. For the fiscal year ended: December 31, 2020 2. SEC Identification Number: CS200716094 3. BIR Tax Identification No. 006-895-049 4. Exact name of issuer as specified in its charter CONVERGE ICT SOLUTIONS, INC. 5. Metro Manila, Philippines 6. (SEC Use Only) Province, Country or other jurisdiction of Industry Classification Code: incorporation or organization 7. New Street Bldg., Mc Arthur Highway, Balibago, Angeles City, Pampanga 2009 Address of principal office Postal Code 8. (02) 8667-0888 Issuer's telephone number, including area code 9. N/A Former name, former address, and former fiscal year, if changed since last report. INTEGRATED ANNUAL CORPORATE GOVERNANCE REPORT COMPLIANT/ ADDITIONAL INFORMATION EXPLANATION NON- COMPLIANT The Board’s Governance Responsibilities Principle 1: The company should be headed by a competent, working board to foster the long- term success of the corporation, and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and the long- term best interests of its shareholders and other stakeholders. Recommendation 1.1 1. Board is composed of directors with The Board of Directors is composed collective working knowledge, experience of highly skilled and capable or expertise that is relevant to the individuals, having expertise and company’s industry/sector. competencies in multiple industries 2. Board has an appropriate mix of that enable them to respond to the competence and expertise. needs of the organization and act for Compliant 3. Directors remain qualified for their positions the best interest of the company. individually and collectively to enable them to fulfill their roles and responsibilities References: and respond to the needs of the SEC Annual Report 17A Pages (56-57) organization. https://edge.pse.com.ph/openDiscVi ewer.do?edge_no=6631ccb980c04d 7a5d542af6f1e997b9 Recommendation 1.2 1. Board is composed of a majority of non- Compliant The Board is composed of 7 directors, executive directors. a majority (5) of which are non- executive directors. References: SEC Annual Report 17A Pages (56-57) https://edge.pse.com.ph/openDiscVi ewer.do?edge_no=6631ccb980c04d 7a5d542af6f1e997b9 Recommendation 1.3 SEC Form – I-ACGR * Updated 21Dec2017 Page 2 of 91 1. Company provides in its Board Charter Non- The training and orientation programs for and Manual on Corporate Governance a compliant directors are indicated in the Manual on policy on training of directors. Corporate Governance Page 16, Items 13 (a-d). For FY2021, the Company’s Board Charter will indicate said trainings. References: Manual on Corporate Governance: https://corporate.convergeict.com/wp- content/uploads/2020/10/CICT-Manual- on-Corporate-Governance-15-JUNE- 2020.pdf 2. Company has an orientation program for Non- The training and orientation programs for first time directors. compliant directors are indicated in the Manual on Corporate Governance Page 16, Items 13 (a-d). For FY2021, the Company’s Board Charter will indicate said trainings. References: Manual on Corporate Governance: https://corporate.convergeict.com/wp- content/uploads/2020/10/CICT-Manual- on-Corporate-Governance-15-JUNE- 2020.pdf 3. Company has relevant annual continuing Non- The Company became a publicly listed training for all directors. compliant company in October 26, 2020. There were no trainings conducted in FY 2020 but for FY 2021, the directors will undergo the following trainings for all directors and key officers: June 18, 2021 – Basic Corporate Governance Course (4 hours) SEC Form – I-ACGR * Updated 21Dec2017 Page 3 of 91 June 25, 2021 – Advanced Courses in Corporate Governance i.e. Strategic IT Governance and Digital Transformation (4 hours) Recommendation 1.4 1. Board has a policy on board diversity. Non- For FY2021, the Company will adopt a compliant formal policy on board diversity in accordance with its Manual on Corporate Governance, Page 3, Item 3(A). A brief proof of board diversity are reflected as follows: Age Ranges: 40-60 years old: 3 directors 61-70 years old: 3 directors 71 years old and up: 1 director Gender: 6 Male 1 Female Skills / Sectors: Business Information Technology Public Administration Accounting and Finance Economics Environment Education Media and Entertainment Real estate Infrastructure Public Health Transportation SEC Form – I-ACGR * Updated 21Dec2017 Page 4 of 91 References: SEC Annual Report 17A Pages (56-57) https://edge.pse.com.ph/openDiscViewer .do?edge_no=6631ccb980c04d7a5d542a f6f1e997b9 Manual on Corporate Governance, Page 3 https://corporate.convergeict.com/wp- content/uploads/2020/10/CICT-Manual- on-Corporate-Governance-15-JUNE- 2020.pdf Optional: Recommendation 1.4 1. Company has a policy on and discloses Non- For FY2021, the Company will adopt a measurable objectives for implementing its compliant formal policy on board diversity in board diversity and reports on progress in accordance with its Manual on Corporate achieving its objectives. Governance, Page 3, Item 3(A). References https://corporate.convergeict.com/wp- content/uploads/2020/10/CICT-Manual- on-Corporate-Governance-15-JUNE- 2020.pdf Recommendation 1.5 1. Board is assisted by a Corporate Secretary. Compliant The Board has appointed a 2. Corporate Secretary is a separate Compliant Corporate Secretary – Atty. Elvira C. individual from the Compliance Officer. Oquendo 3. Corporate Secretary is not a member of Compliant the Board of Directors. References: Qualification- SEC Annual Report 17A Page 60 https://edge.pse.com.ph/openDiscVi ewer.do?edge_no=6631ccb980c04d 7a5d542af6f1e997b9 SEC Form – I-ACGR * Updated 21Dec2017 Page 5 of 91 Duties and functions- Manual on Corporate Governance, Page 9-10, Item 5(A-L). References: https://corporate.convergeict.com/ wp-content/uploads/2020/10/CICT- Manual-on-Corporate-Governance- 15-JUNE-2020.pdf The Corporate Secretary is a separate individual form the organization’s Compliance Officer. Corporate Secretary: Atty. Elvira C. Oquendo 4. Corporate Secretary attends training/s on Non- The Company became a Publicly Listed corporate governance. compliant Company (PLC) on October 26, 2020. The Corporate Governance training where the Corporate Secretary is a participant is scheduled on June 18 and 25, 2021. Directors and Principal Officers are expected to attend. Optional: Recommendation 1.5 1. Corporate Secretary distributes materials Compliant The Corporate Secretary provides for board meetings at least five business materials at least five business days days before scheduled meeting. before scheduled meeting via email. Recommendation 1.6 1. Board is assisted by a Compliance Officer. Compliant The Company has appointed Atty. 2. Compliance Officer has a rank of Senior Compliant Laurice Esteban -Tuason (2021) as its Vice President or an equivalent position Corporate Compliance Officer. Atty. with adequate stature and authority in the Esteban-Tuason was preceded by corporation. Atty. Maria Grace De Jesus and was SEC Form – I-ACGR * Updated 21Dec2017 Page 6 of 91 3. Compliance Officer is not a member of Compliant recorded in the Company’s SEC the board. Form 17A as its Compliance Officer for FY 2020. The Compliance Officer is not a member of the Board. References: Position, duties, and responsibilities: Manual on Corporate Governance, Page 10-11, Item 6(A-I). https://corporate.convergeict.com/ wp-content/uploads/2020/10/CICT- Manual-on-Corporate-Governance- 15-JUNE-2020.pdf Background and qualifications of Atty. Maria Grace De Jesus: SEC Annual Report 17A Page (60 -61) https://edge.pse.com.ph/openDiscVi ewer.do?edge_no=6631ccb980c04d 7a5d542af6f1e997b9 Appointment of Atty. Esteban-Tuason on Definitive Information Statement, Page 22: https://corporate.convergeict.com/ wp- content/uploads/2021/02/CONVERG E-5.7.2021-Definitive-Information- Statement.pdf 4. Compliance Officer attends training/s on Non- The Company became a Publicly Listed corporate governance. compliant Company (PLC) last October 26, 2020. The Corporate Governance training where the Compliance Officer is a SEC Form – I-ACGR * Updated 21Dec2017 Page 7 of 91 participant is scheduled on June 18 and 25 , 2021. Directors and Principal Officers are expected to attend. Principle 2: The fiduciary roles, responsibilities and accountabilities of the Board as provided under the law, the company’s articles and by-laws, and other legal pronouncements and guidelines should be clearly made known to all directors as well as to stockholders and other stakeholders. Recommendation 2.1 1. Directors act on a fully informed basis, in Compliant The Directors are engaged in good faith, with due diligence and care, pursuing the best course of strategic and in the best interest of the company. action to add value to the organization. References: Manual on Corporate Governance, Page 4, Item D (2): https://corporate.convergeict.com/ wp-content/uploads/2020/10/CICT- Manual-on-Corporate-Governance- 15-JUNE-2020.pdf SEC Annual Report 17A Pages 4 and 66 https://edge.pse.com.ph/openDiscVi ewer.do?edge_no=6631ccb980c04d 7a5d542af6f1e997b9 Recommendation 2.2 1. Board oversees the development, review Compliant The Board oversees the and approval of the company’s business development, review and approval objectives and strategy. of the Company’s business 2. Board oversees and monitors the Compliant objectives and strategy, as well as its implementation of the company’s business implementation. objectives and strategy. The Company’s budget, business plan and strategy map were presented