Corporate Governance

  • REVISED MANUAL ON CORPORATE GOVERNANCE PAXYS, INC.

  • The Board of Directors and Management Team, i.e officers and staff, of Paxys, INC. (the "Corporation") hereby commit themselves to the principles and best practices contained in this Manual, and acknowledge that the same may guide the attainment of our corporate goals. As our operating subsidiaries are also instrumental in the attainment of our corporate goals this Manual to the extend applicable shall also serve as a guide in their management and operations.

  • Objective

  • This Manual shall institutionalize the principles of good corporate governance in the entire organization.

    The Board of Directors and Management Team, employees and hsareholders, believe that corporate governance is a necessary component of what constitutes sound strategic business management and will therefore undertake every effort necessary to create awareness within the organization as soon as possible.

  • Article 1: Definition of Terms

  • a) Code - The Corporate GOvernance Code promulgated by the Securities and Exchange Commission, as amended.

    b) Corporate Governance - the framework of rules, systems and processes in the Corporation that governs the performance of the Board of Directors and Management Team of their respective duties and responsibilities to the stockholders and other stakeholders which include, among others, customers, employees, suppliers, financiers, government and community in which it operates;

    c) Board of Directors - the governing body elected by the stockholders that exercises the corporate powers of a corporation, conducts all its business and controls its properties;

    d) Exchange - an organized market place or facility that brings together buyers and sellers, and executes trades of securities and/or commodities;

    e) Management - the body given the authority by the Board of Directors to implement the policies it has laid down in the conduct of the business of the Corporation;

    f) Independent director - a person who, apart from his fees and shareholdings, is independent of management and free from any business or other relationship whic could, or could reasonably be perceived to, materially interfere with his exercise of independent judgement in carrying out his responsibilities as a director;