CHSAF MANUAL ON GOOD GOVERNANCE
INTRODUCTION
The Board of Trustees, Officers and Members of CHSAF hereby commit themselves to the principles and best practices contained in this Manual on Good Governance and acknowledge that the same shall aid in the fulfillment and realization of CHSAF’s Vision, Mission and corporate purpose.
They also commit to promote and protect the interests of the SSpS community, beneficiaries and other stakeholders of CHSAF.
This Manual shall formalize and institutionalize the principles of good governance in CHSAF.
DEFINITION OF TERMS
Corporate Governance – the system of stewardship and control to guide organizations in fulfilling their long-term economic, moral, legal and social obligations towards their stakeholders.
Corporate governance is a system of direction, feedback and control using regulations, performance standards and ethical guidelines to hold the Board and management accountable for ensuring ethical behavior while reconciling long-term goals with day-to-day operations for the benefit of stakeholders in particular and society in general.
Its purpose is to maximize the benefits bestowed by CHSAF upon its members, beneficiaries and other stakeholders by creating sustainable value in all its activities toward charitable, fraternal and social goals.
Board of Trustees – the elected group of members which is primarily responsible for the governance of CHSAF.
Management – the trustee-officers and the members of their respective committees, assisted by the Secretariat, who are given the authority by the Board to implement the policies it has laid down in the conduct of the activities of CHSAF.
Stakeholder(s) – any individual or organization or group of individuals or organizations who can either affect and/or be affected by CHSAF’s strategies, policies, business decisions and operations. This includes, among others, SSpS congregation, CHSM’s and other Holy Spirit schools’ administrators, teachers, students, employees and graduates (collectively “SSpS community”) who are not active CHSAF members, consultants, beneficiaries, the government or the public at large.
Beneficiary(ies) – any individual, organization, group of individuals or organizations or the communities including stakeholders and members as defined herein, where they may be found, who are the actual or intended recipients of the charitable works, social and fraternal activities, livelihood or other forms of assistance, monetary or non-monetary (aid in the form of services), gifts, and scholarship grants attributable to CHSAF.
Members – the incorporators and trustees appearing as signatories in the Articles of Incorporation of CHSAF, present members and those who will subsequently be admitted as members by the Board in accordance with the Bylaws, subject to the qualifications and disqualifications therein, provided that such members remain active according to CHSAF policy as stated in said Bylaws.
BOARD OF TRUSTEES
Compliance with the principles of good governance shall start with the Board that is primarily responsible for the governance of CHSAF.
Corollary to setting the policies for the accomplishment of CHSAF’s goals, the Board provides an independent check on Management. It shall be the Board’s responsibility to foster long-term success and sustainability in a manner consistent with its fiduciary responsibility, which it shall exercise in the best interest of CHSAF, its members, stakeholders and beneficiaries.
The Board shall conduct itself with utmost honesty and integrity in the discharge of its duties, functions and responsibilities.
Composition
The Board shall be composed of not more than fifteen (15) trustees who are elected by members entitled to vote at the Annual General Members Meeting (AGMM) of CHSAF.
A trustee should be an active member at the time of his nomination and remain as such during her entire term and/or tenure, as the case may be, with the necessary qualifications and none of the disqualifications.
The Board shall have the appropriate mix of competence, expertise and concern for CHSAF members, SSpS community, beneficiaries and other stakeholders to enable it to fulfill its roles, responsibilities and charitable, fraternal and social advocacies in implementation of CHSAF stated corporate purpose.
The Board shall have a collective working knowledge, experience, and willingness to attain its good governance goals that are relevant to CHSAF vision and mission.
In identifying, assessing and evaluating nominees to the Board through the Governance Committee, the members entitled to vote shall not discriminate on the basis of gender, race, ethnicity, religion, age or disability but will seek to promote diversity and balance in skills and experience in the Board.
A diverse Board will strengthen CHSAF’s governance, integrity and competence in carrying out its duties and responsibilities.
The Board shall be headed by a competent and qualified President who shall perform her/his duties pursuant to the Bylaws, as follows:
- Makes certain that the meeting agenda focuses on strategic matters, including the consideration of worthwhile activities that CHSAF may undertake to bring about positive and meaningful contribution to society in general, financial and governance concerns, and contentious issues that will significantly affect operations;
- Guarantees that the Board receives accurate, timely, relevant, insightful, concise, and clear information to enable it to make sound decisions;
- Facilitates discussions on key issues by fostering an environment conducive for constructive debate and leveraging on the skills and expertise of individual trustees, officers, committee members (management) and consultants;
- Ensures that the Board sufficiently challenges and inquires on reports submitted and representations made by Management;
- Assures the availability of onboarding or proper orientation for first time trustees, governance training and continuing training opportunities for all trustees and officers; and
- Makes sure that performance of the Board is evaluated at least once a year and discussed/followed up on.
Qualifications
A trustee shall have the following minimum qualifications:
- Must be of legal age
- Must be an active member of CHSAF
- Must be recommended by her Class Representative or a majority of the class to which she belongs or by majority of the Board.
- Other qualifications as the Board may provide in a proper board resolution.
Permanent Disqualification
The following may be the grounds for disqualifications:
- Any person convicted by final judgment of an offense involving moral turpitude, fraud, embezzlement, theft, estafa, counterfeiting, misappropriation, forgery, bribery, false affirmation, perjury, violations of the Revised Corporation Code, Securities Regulation Code, Anti-Money Laundering Act, Anti-Graft and Corrupt Practices Act or other fraudulent acts
- Any person disqualified by the SEC, BSP, IC or any other administrative agency or regulatory authority from sitting as director, trustee or officer of a stock or non-stock corporation, or GOCC, organized under Philippine laws and which disqualification has become final and executory;
- Any person permanently removed with just cause as CHSAF trustee by majority of the members entitled to vote at a regular or special members meeting called for the purpose.
- Any person who had publicly or in social media disparaged, maligned, or caused dissension leading to discord among members of, CHSAF, its Board, and the SSpS community, as may be determined by the Board to merit permanent disqualification.
- Any person who has sought suspension of payments or declaration of state of insolvency (or liquidation of business) under the Financial Rehabilitation and Insolvency Act (FRIA).
- Any person who had been convicted of any similar offenses and violations mentioned above by a foreign court, administrative agency, regulatory authority or law enforcement.
- Other grounds that the Board may resolve to warrant permanent disqualification of a trustee.
Temporary Disqualification or Suspension of Trustee
- Absence in more than twenty percent (20%) of all regular and special meetings of the Board during his incumbency, or any 12-month period during the said incumbency, unless the absence is due to illness, death in the immediate family or serious accident. The disqualification should apply for purposes of the succeeding election or for such period of time as may be prescribed by the Board.
- A trustee charged or undergoing proceedings for any offense or violation that is a ground for permanent disqualification or removal shall not be allowed to be nominated as trustee or to continue as such until he has cleared himself from any involvement as may be determined by the Board.
- Other grounds including potential or actual conflict of interest that the Board may consider as ground for temporary disqualification or suspension.
Term Limit
- The term of a trustee shall be three (3) years or until his successor is elected and qualified.
- After serving for two consecutive terms (inclusive of having served as replacement term for the unexpired portion of his predecessor’s term), the trustee shall have a cooling-off period of at least three (3) years before being nominated again for the position of trustee.
- Service in the Board for a long duration may impair a trustee’s ability to act independently and Hence, after serving for a total of fourteen (14) years within a twenty (20) year period, the person concerned may no longer be nominated for the position of trustee.
Conduct of the CHSAF Board
The Board of Trustees shall conduct itself on a fully informed basis, in good faith, with due diligence and care, and in the best interest CHSAF and
all its members and stakeholders in the performance of, among others, the following duties and functions:
- Oversee the development of and approve the CHSAF Vision, Mission, charitable, social, fraternal and governance goals and annual budget;
- Review and monitor the implementation of policies and goals, in order to sustain CHSAF’s long-term viability;
- Ensure compliance with all applicable laws, rules and regulations;
- Adopt an effective and detailed succession planning and implementation program for trustees, officers and management to ensure the sustainability of CHSAF and continued assistance to its members, the SSpS community and beneficiaries;
- Oversee that an appropriate and detailed internal control system that ensures seamless implementation is in place, including setting up a policy and mechanism for regulatory compliance, monitoring and managing potential conflicts of interest in situations and transactions of management and members;
- Oversee that a sound risk management framework is in place to effectively identify, monitor, assess and manage key risks that should be included and updated yearly in the annual strategic planning by the Board.
Board Meetings
To show full commitment to the CHSAF, trustees shall attend and actively
participate in all Board, Committee and Annual/General and Special Membership meetings in person or through tele-videoconferencing conducted in accordance with the rules and regulations of the SEC and the CHSAF By-Laws, except when justifiable causes, such as illness, death in the immediate family and serious accidents, prevent them from doing so. In Board and Committee meetings, trustees shall review meeting materials and if called for, ask the necessary questions or seek clarifications and explanations.
The existing SEC law on the absence of a trustee will be followed for all regular and special meetings of the Board , as a ground for temporary disqualification, unless the absence is due to illness, death in the immediate family, serious accident or other unforeseen or fortuitous events.
Board Charters
The Board shall adhere to a Charter that formalizes and clearly states its roles, responsibilities and accountabilities in carrying out its fiduciary duties.
The Charter should serve as a guide to the trustees in the performance of their functions and should be publicly available and posted on CHSAF’s website. Among others, it shall state the manner of conducting or undertaking the following Board actions:
Authorizing acceptable accounting and disbursement procedures for all funds received and raised by CHSAF and its expenditures;
Developing and implementing a risk management plan that would ensure proper determination, assessment and management of any relevant risks. Accordingly, the plan should contain the following elements:
(a) common language or register of risks;
(b) well-defined risk management goals, objectives and oversight;
(c) uniform processes of assessing risks and developing strategies to manage prioritized risks;
(d) designing and implementing risk management strategies;
(e) continuing assessments to improve risk strategies, processes and measures;
Reviewing at least annually CHSAF’s risk appetite levels and risk tolerance limits based on changes and developments in the nonprofit sector, the regulatory framework, the external economic and business environment, and when major events occur that are considered to have major impact on its projects and operations;
Assessing the probability of each identified risk becoming a reality and estimating its possible significant financial impact and likelihood of occurrence. Priority areas of concern are those risks that are the most likely to occur and to impact the performance and stability of a foundation;
Providing oversight over Management’s activities in various committees including regularly receiving information and /or reports from committees and consultants; and
Requiring each committee to adopt a separate committee charter stating in plain terms its authority, functions, memberships, structures, reporting processes, resources and other relevant information.
The Charter shall provide the standards for evaluating the performance of each committee, permanent or ad hoc.
The Charter should serve as a guide to the trustees in the performance of their functions and should be publicly available and posted on the CHSAF website.
Committee Charters are annexed as follows:
Annex 1. Governance, Legal and Regulatory Compliance Committee Charter
Annex 2. Membership Committee Charter
Annex 3. Programs Committee :
Events Sub-Committee Charter
Communications Sub-Committee Charter
Memorabilia Sub-Committee
Annex 4. Audit and Risk Committee
Annex 5: Finance Committee Charter
Annex 6: Social Action Committee Charter
Annex 7: Scholarship Committee Charter
Board’s Oversight Function
The Board shall exercise oversight over actions of the committees that are subject to its review and monitoring to ensure that they are achieving expected results; are aligned with CHSAF’s corporate purpose, annual strategic plan and good governance principles, and in compliance with applicable legal and ethical standards. The Board shall from time to time issue resolutions addressed to the committees for their guidance or implementation and may sanction committees and members when warranted.
CORPORATE SECRETARY
The Board shall be assisted in its duties by a Corporate Secretary, who shall annually attend relevant trainings, including those on good governance.
The Corporate Secretary is primarily responsible to CHSAF and not to its trustees or officers. To supplement her major duties and responsibilities as stated in the By-Laws, s/he
Assists the Board, the committees and the members in the conduct of their meetings, including preparing an annual schedule of Board and committee regular meetings and the Annual General Members Meetings, preparing notices, proxies, ballots and the agenda for meetings, regular or special and sending them to members in accordance with SEC requirements as to form, procedure and manner;
Safekeeps and preserves the integrity of the minutes of the meetings of the Board, the committees, and the members as well as other corporate books and records of CHSAF;
Updates the membership book to reflect current status of members and serve as basis for the determination of quorum in meetings and members’ voting rights as prescribed in the By-Laws;
Keeps abreast on relevant laws, regulations, all governance and compliance issuances, relevant developments and operations of foundations and advises the Board on all relevant issues as they arise;
Works fairly and objectively with the Board, Management and members and contributes to the flow of information between the Board and Management, class representatives, consultants and other stakeholders, as may be necessary;
Performs the administrative functions required by law or the Board to ensure timely regulatory compliance and avoid to the extent possible fines and penalties; and
Performs such duties and responsibilities as may be required by SEC, LGUs, BIR, other government agencies and instrumentalities including attendance by virtue of the service of process and the like.
CODE OF CONDUCT AND ETHICS
The Board shall adopt a Code of Conduct and Ethics, which would provide standards for professional and ethical behavior, as well as articulate acceptable and unacceptable conduct and practices in internal and external dealings.
CHSAF believes that having a Code of Conduct and Ethics which formalizes ethical values is an important tool to instill an ethical culture that pervades throughout the Foundation.
The Board shall ensure the proper and efficient implementation and monitoring of compliance with the Code of Conduct and Ethics and internal policies through proper dissemination of the same to the Board, management, the Secretariat, consultants and, where applicable, contractors or providers of goods and services whether for CHSAF and stakeholders or third parties.
The Code of Conduct and Ethics shall also be disclosed and made available to the public through the CHSAF website.
Fundamental Principles
Integrity – Integrity implies fair dealing and truthfulness and to be straightforward and honest in all professional and business relationships. Always keep in mind our organization’s mission. We all work together to achieve specific outcomes. Your behavior should contribute to our goals, whether financial or organizational.
Objectivity – A CHSAF trustee shall comply with the principle of objectivity which requires not to compromise professional or business judgments because of bias, conflict of interest or undue influence of others. Be objective when making decisions that can impact other people,
Confidentiality – A CHSAF trustee shall comply with the principle of confidentiality, which requires one to respect the confidentiality of information acquired as a result of professional and business relationships.
With regard to data security, the Association is in possession of data involving membership, personal history, financial records and has an obligation to ensure the safety of the data.
The Board shall protect the integrity of the CHSAF website. Limit access to the systems or data to only those with official authorization.
Professional Competence and Due Care – Act diligently and in accordance with applicable technical and professional standards. We all need to put a healthy amount of effort in our work. Not just because we’re all responsible for the organization’s success, but also because slacking off affects our colleagues.
Professional Behavior – The CHSAF Board should comply with applicable laws and regulations
DISCLOSURE AND TRANSPARENCY
The Board is responsible for establishing disclosure policies and procedures that are practical and consistent with the best practices and regulatory requirements.
The Board shall adopt these disclosure policies for CHSAF:
Systematic
All documents, reports, information or disclosures processed shall be done in a systematic manner in accordance with the procedures set by the management and approved by the Board.
Reliable and Timely
The procedures shall ensure that the documents, reports, information or disclosures are comprehensive, accurate, reliable and timely disclosed. The procedures and standards for reporting should ensure that the preparation and presentation of financial and non-financial information are free from material misstatements.
Complete
This Manual shall be the primary reference document of all the governance policies adopted by CHSAF and shall be timely updated should there be any changes in any of its governance policies, programs and procedures.
All receipts of donations, grants, contributions to CHSAF and the disbursement and/or investment of donations, grants, contributions, goods and services made shall be accurately, efficiently and timely accounted for and fully disclosed to all its members and other stakeholders.
All relevant and material financial and non-financial information relating to its partners, donors, individual members, staff or volunteers, members of the Board and officers shall likewise be fully and timely disclosed and evaluated through procedures set by the management and approved by the Board. Any actual or potential conflict of interest shall likewise be dealt with in accordance with the procedures set by the Governance Committee and approved by the Board.
Disseminated
The Board shall ensure that all the material and reportable information of CHSAF are disclosed.
This Manual and reports such as the NPO Guidelines risk assessment forms, General Information Sheet, Audited Financial Statements, and others required by law shall be submitted to SEC and other regulators and shall be made available to its stakeholders through CHSAF website and kept at the principal office of CHSAF under the custody of the Corporate Secretary or duly authorized representative, available for lawful inspection by a requesting member.
INTERNAL AUDIT
The Board may set up an Audit Committee focused on reviewing the effectiveness of the governance and control processes in
(1) promoting the right values and ethics,
(2) ensuring effective performance management and accounting in the organization,
(3) communicating risk and control information, and
(4) coordinating the activities and information among the Board, external and internal auditors, and Management;
The Committee shall perform regular and special audit as contained in the annual audit plan and/or based on CHSAF risk assessment, under such terms and conditions as may be determined by the Board. Among others, the Committee
- reviews, audits and assesses the efficiency and effectiveness of the internal control system of all areas of CHSAF operations;
- evaluates operations or programs to ascertain whether results are consistent with established objectives and goals, and whether the operations or programs are being carried out as planned; and
- evaluates specific operations at the request of the Board, as appropriate; and monitors and evaluates governance processes.
The internal audit activity may be a fully resourced activity housed within the organization or may be outsourced to qualified independent third party service providers.
RELATIONSHIP WITH MEMBERS THROUGH CLASS REPRESENTATIVES
The Board is responsible for fostering a synergic relationship with and among its members principally through class representatives along the following objectives:
Promote Members Rights
All members should be treated fairly and equitably by recognizing and facilitating the exercise of their rights. The Board shall maintain its policy setting the criteria for active membership and encouraging members to retain their good standing.
CHSAF shall consistently and uniformly apply its policies and procedures in processing its members’ applications and ensures that they are well informed or oriented of its policies, programs and procedures as well as their basic rights, as follows:
- Attendance to all Annual General Members Meeting (AGMM) and Special Members’ Meetings.
- Nominate members to the Board
- Availment of the grievance procedure, complaint mechanism and/or arbitration as means of dispute resolution
- Where members’ rights and/or interests are at stake, members shall have an opportunity to obtain prompt redress for the violation of their right
Encourage attendance at members meetings
All members should be encouraged to attend their annual/general and special members meeting.
A Notice of a members meeting shall be sent with sufficient and relevant information at least twenty-one (21) calendar days before the meeting.
The Board shall make available the Minutes of Annual/General and Special Members Meetings to all its members and stakeholders within ten (10) business days from the date of the meeting by posting it on CHSAF website.
DUTIES TO STAKEHOLDERS
The Board is responsible for creating a symbiotic relationship with and among its external stakeholders.
External stakeholders particularly beneficiaries should be respected by recognizing their rights as established by law, contractual relations and through the voluntary and charitable commitments of the Board.
The Board should identify the various stakeholders through its Vision, Mission, and stated corporate purpose.
CHSAF shall disclose its policies, programs and procedures as well as its voluntary commitments to their external stakeholders. Where stakeholders’ rights and/or interests are at stake, they shall have an opportunity to obtain prompt redress for the violation of their rights.
CHSAF shall encourage its stakeholders to take part in the realization of its goals through programs that create a symbiotic environment among and within members, SSpS community, beneficiaries and the public, in general.
DATA PROTECTION
CHSAF promotes the fair and respectful treatment of beneficiaries. It shall also cover the following matters:
- It shall adopt a policy that defines a balance between the membership dues collected annually and donations received during the year, on one hand, and the activities, persons, objects which need to be funded therefrom on the other. Said policy shall be used to determine the reasonable amount of membership dues that may be imposed, and the most expeditious ways of fund raising that CHSAF may resort to.
- It shall adopt a policy that clearly defines appropriate and inappropriate practices to be observed by trustees, officers and members in raising as well as utilizing funds. In this regard, CHSAF shall strictly adhere to the SEC’s NPO Guidelines in order to exercise due diligence in knowing the source of the funds that are contributed or donated to CHSAF. CHSAF shall strictly comply with the reportorial requirements of the SEC on this matter.
- It shall have an effective mechanism to receive and resolve complaints from committees, officers, members and beneficiaries. Such mechanism shall include informing all stakeholders about their right to complain and how to file a complaint.
- It shall keep corporate and individual data (personal, transactional and financial) secure and confidential through an established policy and documented processes that are compliant with the Data Privacy Act . Among others, it shall inform all stakeholders about data privacy and the need to obtain their consent prior to the use of their personal data and information.
Effective Date: October 7, 2023
rev. May 12, 2023