Ada Manufacturing Corporation

Ropali Plaza, JM Escriva Drive

Corner Goldloop, San Antonio
Ortigas Center, Pasig City

CORPORATE
GOVERNANCE COMMITTEE
CHARTER

Members & Approvals

Department President
Managers

Signature: Signature: Signature:

Ada Alethea A.
Alingog-Nanayakkara
Date: Date: Date:

Corporate Governance Committee is an adhoc group that will enhance documentation

and guidance in implementation of policies and procedures, it is participatory, consensus
oriented, accountable, transparent, responsive, effective and efficient, equitable and
inclusive, and follows the rule of law. The governance that the committee will take is
responsive to the present and future needs of the organization, exercises prudence in
policy-setting and decision-making, and that the best interests of all stakeholders are
taken into account.

PURPOSE

The purpose of this Charter is to define the role and responsibilities of the Corporate
Governance Committe . Corporate Governance function within Ada Manufacturing
Corporation/ADAMCO ( “the Company” ), authorize their access to review, propose,
revise and document existing policies and procedures that is responsive to current
setting and future needs of the company.

Corporate Governance Committee will be made of the different department heads (or any
authorized representative the head will delegate), Each department heads are embedded
with the “internal audit” function that will be needed to fully maximize to challenge and
innovate policies within their group . Role of each member is to document, provide,
recommend, review, and propose improvements of each originating department.

CHARTER

The Charter serves as a guide to the Corporate Governance Committee in the

performance of its duties. It does not include, nor is it intended to include, all of their duties
or responsibilities, as they may exist from time to time.

The Charter is intended to:

 Provide a written documentation of formally approved policies of the entire

Company;
 Provide a basis for revision, proposal, and recommendation of improvements of
existing policies & procedures (DBSPPASS) aligned to the current and future
setting;
 Serve as a basic document in the Company for the administration of Corporate
Governance Committee.

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 Ada Manufacturing Corporation
Ropali Plaza, JM Escriva Drive
Corner Goldloop, San Antonio
Ortigas Center, Pasig City

This Charter describes the nature, mission/objective, scope of work and responsibilities,
organizational status, role, authority, accountability, professional standards,
independence and objectivity, audit planning, reporting, and periodic assessment of the
Corporate Governance Committee.

NATURE

Corporate Governance Committee (CGC) is an ADHOC group whose function

established within the Company is to review, examine, evaluate, revise, and document
existing procedures aligning to current situation and future needs of the company without
sacrificing controls and risk perspective. The information furnished to each may differ in
format and detail, depending upon their requirements, requests and the nature of the
assignments.

Corporate Governance is a function embedded in the responsibility of the Department

Heads. It is a process designed to provide reasonable assurance of:

 Work Integrity; Doing the right thing even if no one is watching

 Reliable data presentation
 Continuous Improvement on internal processes
 Formal documentation of policies and procedures, which will be for guidance and
future reference.
 Adequate self-checking and timely detection and resolution of errors through
process related issues; and
 Compliance with applicable laws and regulations;

MISSION

The mission of Corporate Governance Committee is to ensure that the Company’s

businesses are conducted according to the highest professional and ethical standards by
providing an independent, objective assurance function and by advising on best practice.
Through a systematic and disciplined approach, CGC helps the Company accomplish its
objectives by evaluating and improving the effectiveness of existing policies, challenging
innovations, and ensuring proper implementation of processes.

SCOPE OF WORK AND RESPONSIBILITIES

The scope of Corporate Governance Committee’s work includes the review of existing
policies (DBSPPASS), creation and documentation of identified processes, revise and
propose innovations that will ensure policies are suitable to current and future needs of
the Company.

To fulfill its responsibilities, CGC shall:

 Be composed of Department Heads (or their identified representative).

 Assist in identifying and assessing the established policies and procedures that
needs to be revisited, reviewed, and revise in accordance with the current and
future needs of the company.
 Evaluate the current practice and recommends innovations and changes that add
value for continuous improvements
 Documents policies and procedures for guidance and future reference.

Opportunities for improving management control, profitability, and the Company’s image
may be identified during audits. They will be communicated to the appropriate level of
Management.

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 Ada Manufacturing Corporation
Ropali Plaza, JM Escriva Drive
Corner Goldloop, San Antonio
Ortigas Center, Pasig City

ORGANIZATIONAL STATUS

The CGC shall reporting administratively and functionally to the President.

ROLE

The CGC Function is established a Corporate Governance Manual covering all policies &
procedures of the Company.

ACCOUNTABILITY

Corporate Governance Committee shall prepare and develop, in liaison with the
department heads, an Annual Corporate Governance Manual Plan. The Plan is based on
model that identifies submission of existing policies, review and proposal, and revision (if
needed) of current risks to address current and future needs. It provides information about
the development and the status of each policy and how they are to be carried out.

The Plan shall be presented to the President for approval. In case of need, adjustments
may be made to the Plan during the year. Any such changes would have to be approved
by the CGC and communicated to the President.

PERIODIC ASSESSMENT

The CGC should periodically assess whether the purpose, and responsibility, as defined
in this Charter, continue to be adequate to enable the internal process improvements
accomplish its objectives. Annual Assessment on policies and procedures are done to assure that it is
updated and still adds value to the Company. The result of this periodic assessment should be
communicated to President.

NOTE

Any changes to the contents of this document require the approval of the President, who will communicate
such changes to the BOD for their ratification.

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