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Corporate Governance

​The Board of Directors, officers, and employees of Discovery World Corporation commit themselves to the principles and best practices to guide the organization in its attainment of its goals and objectives. They believe that corporate governance is a necessary component of what constitutes sound strategic management.
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The company’s Corporate Governance policies, programs and procedures are contained in its Manual on Corporate Governance.
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Enterprise Risk Management
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Discovery World Corporation recognizes that risk is a part of any business operations and risk management is therefore part of day-to-day business management. The Company through its ERM policy formalizes the management of risks to the extent that all functions can apply best practices and techniques, share knowledge and experience, and make the key risks apparent to all stakeholders in an endeavor to ensure high-quality service delivery. To structure and ensure the effectiveness of the risk management process across the organization, the Business units must implement and use the company’s risk management framework.
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Oversight of the enterprise-wide risk management activities is exercised by the Board Risk Oversight Committee. Risk management activities, including annual assessment results and updates on the status of action plans to address risks, are being discussed at every meeting. The company maintains a risk register wherein all identified risks within the organization are analyzed and evaluated, and mitigating controls are defined and updated.
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The risk methodologies of the company involve the assessment of operational, strategic, reputational, financial, and compliance risks, among other risks. Every Business Unit of the organization has appointed its Risk Champions, who support the risk management process in specific allocated areas or functions and have sufficient authority to drive risk management processes as required by the company’s Risk Management Policy and strategy.
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The company’s risk management, governance, and internal control systems and processes are subject to independent evaluation by the Internal Audit Department.
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Internal Controls and Audit
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The company’s Audit Committee is in charge of oversight responsibility for the financial reporting process, system of internal control, audit process, and monitoring of compliance with applicable laws, rules, and regulations. The committee is also charged with the review and approval of Related Party Transactions including the proper implementation of the company’s Related Party Transactions Policy to guarantee fairness and transparency of the transactions.
 
Through the Internal Audit Department, the Audit Committee is tasked to monitor and evaluate the adequacy and effectiveness of the Company's internal control system, including financial reporting control and information technology security. Well-designed internal control procedures and processes that will provide a system of checks and balances should be in place to (a) safeguard the company’s resources and ensure their effective utilization; (b) prevent the occurrence of fraud and other irregularities, (c) protect the accuracy and reliability of the company’s financial data, and (d) ensure compliance with applicable laws and regulations.
 
The full authority and responsibility of the Audit Committee is embodied in the Audit Committee Charter including the responsibility of the internal and external audit functions. The objectives, authority, standards, and guidelines of the internal audit function are contained in the internal audit manual of the company.
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Information Technology​
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The Board of Directors, through its Risk Oversight Committee, is responsible for governing and overseeing the company’s strategy, innovation, and implementation of relevant policies associated with Information Technology (IT). The committee is also tasked with ensuring that effective information systems are in place with adequate, reliable, and resilient design and capacity. Technology risks are assessed during the annual formalized risk assessment to ensure that all existing and emerging risks are identified, managed, and reported. Periodic IT reports and updates on IT risks, technology disaster recovery plans, mitigation strategies, and the group's overall risk profile are discussed with the committee.
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Code of Business Conduct and Ethics
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The Code of Business Conduct and Ethics supports Discovery’s vision and values. It is also fundamental to the realization of Discovery’s mission of service in the hospitality industry. Through this Code, it is expected that every employee including Directors and Officers, will be enabled to make decisions and take actions that are consistent with the principles and norms that are fundamental and universal to personal growth and happiness as well as with Discovery’s vision, mission, and values.
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The processes and guidelines for the fair, consistent, impartial, open-minded and prudent handling of infractions are outlined in this code.
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Safeguarding the Rights of DWC Creditors
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Discovery World Corporation (DWC) values the strategic contribution of its clients, business partners, suppliers, contractors, and other stakeholders as it strives to achieve its corporate mission and vision. DWC is committed to protecting the rights and respecting its agreement with its creditors and acknowledges their valuable contributions, and the Company is dedicated to maintaining fair practices in all interactions with them.
 
DWC recognizes the critical importance of safeguarding its creditors' rights by (i) maintaining a strong credit rating, (ii) diligently overseeing the Company’s loan obligations in accordance with its terms and conditions, and (iii) ensuring the timely and accurate disclosure of financial records and material information.
 
The company upholds the rights of its stakeholders as part of its corporate governance and risk management procedures under its corporate governance manual and charters.
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Board and Committee Composition

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Board of Directors

DWC Charter of the Board of Directors 
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The Board Charter governs the relationship between the Board Committees and the Board as contained in the charters of the committees which have been approved and adopted by the Board. The Charter is intended to complement or supplement the Corporation Code of the Philippines, the Corporation’s Articles of Incorporation and By-Laws, issuances of the Securities and Exchange Commission (“SEC”), Philippine Stock Exchange (“PSE”) and other applicable laws, rules and regulations.

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The Board Charter promulgates that Company should be headed by a competent, working board to foster the long-term success 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. The Company likewise recognizes the benefits of having a diverse Board, and realizes that a diverse and balanced Board is essential in in maintaining a competitive advantage. 

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Audit Committee

DWC Audit Committee Charter

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The Audit Committee is established by and among the Board of Directors for the primary purpose of assisting the Board in overseeing the integrity of the company’s financial statements and the company’s accounting and financial reporting processes and the audit of the Company’s financial statement; the Company’s compliance with legal and regulatory requirements; the performance of the Company’s External and Internal Audit function; the Company’s systems of disclosure controls and procedures, internal controls over financial reporting and compliance with ethical standards adopted by the Company; the Company’s related party transaction policy and procedure. 

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This Charter sets out the roles, responsibilities, and authority of Discovery World Corporation’s Audit Committee, including the rules of procedures that will guide the function of the Committee, as approved by the Board of Directors. The Committee will have such other duties and responsibilities as are described in this Charter or as are assigned to it from time to time by the Board of Directors. 

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Board Risk Oversight Committee

DWC Board Risk Oversight Committee Charter

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The Board Risk Oversight Committee is established for the purpose of assisting the Board in overseeing the Corporation’s practices and processes relating to risk assessment and risk management; maintaining an appropriate risk culture, reporting of financial and business risks and associated internal controls. The Committee will assist the board in providing framework to identify, assess, monitor and manage the risks associated with the Corporation’s business. It helps the Board to adopt practices designed to identify significant areas of business and financial risks and to effectively manage those risks in accordance with Corporation’s risk profile.

 

This Charter sets out the roles, responsibilities, and authority of Discovery World Corporation’s BRO Committee, including the rules of procedures that will guide the function of the Committee, as approved by the Board of Directors. The Committee will have such other duties and responsibilities as are described in this Charter or as are assigned to it from time to time by the Board of Directors.

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Corporate Governance Committee

DWC Corporate Governance Committee Charter

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The Corporate Governance Committee is responsible for assisting the Board of Directors of Discovery World Corporation in fulfilling its oversight responsibilities in relation to corporate governance. The Committee will assist the Board in overseeing the implementation of the corporate governance framework, periodic performance evaluation of the Board and its committees, nomination of Directors, establishing mechanisms on the fair treatment and protection of stakeholders, and compensation and remuneration.

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Integrated Annual Corporate Governance Report (IACGR)

​Other Company Policies

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© Discovery World Corporation. All Rights Reserved

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