The Board of Directors of Xurpas Inc. (the “Company”) sets high standards for the Company’s employees, officers, and directors. Implicit in this philosophy is the importance of sound corporate governance. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in the documents listed below. These documents are subject to modification from time to time.

Two individuals, possibly a staff member and a client, shaking hands in a gesture of agreement or partnership.

Manual on Corporate Governance

Our Revised Manual on Corporate Governance (2017) outlines the principles and practices that guide us in ensuring transparency, accountability, and ethical behavior in our operations. The manual covers key areas such as board responsibilities, risk management, internal controls, and stakeholder engagement. It emphasizes the importance of upholding high standards of corporate governance to protect the interests of shareholders and promote long-term sustainability. By following the guidelines set forth in this manual, we aim to enhance trust with stakeholders and drive business growth in a responsible manner.
Document Title
Manual on Corporate Governance (Original)
November 3, 2021
Manual on Corporate Governance (Revised 2017)
November 2, 2021

Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics is a comprehensive guideline for all of our directors, officers, and employees, outlining the professional and ethical standards we uphold. Our Code covers a wide array of topics including honesty, integrity, fairness, excellence, diligence, fair dealing, insider trading, conflict of interest, corporate opportunities, use of corporate assets, confidentiality, employee relations, customer relations, public disclosure, anti-sexual harassment, compliance with laws, rules and regulations, and our whistle-blower policy. It is our commitment to provide clear guidelines and procedures for reporting and investigating any known or suspected misconduct or violation of the Code. Additionally, we emphasize our non-retaliation policy, ensuring protection for individuals who report violations in good faith.

Annual Corporate Governance Report (ACGR)

Our Integrated Annual Corporate Governance Report (i-ACGR) is prepared incompliance with the Code of Corporate Governance and SEC Memorandum Circular No. 15 (Series of 2017), which provide the framework for corporate governance reporting in the Philippines, ensuring transparency and accountability among listed companies. It mandates that companies listed on the Philippine Stock Exchange submit their i-ACGR by December 31 of agiven year by May 30 of the following year, along with other pertinent information. Our i-ACGR offers shareholders and stakeholders a comprehensive overview of our corporate governance framework, practices, and performance throughout the year. It underscores our unwavering commitment to transparency and accountability in accordance with regulatory requirements, fostering trust and confidence among our stakeholders.

Document Title
Date Filed
2023 Integrated Annual Corporate Governance Report
May 30, 2024
2022 Integrated Annual Corporate Governance Report
May 30, 2023
2021 Integrated Annual Corporate Governance Report
May 30, 2022
2020 Integrated Annual Corporate Governance Report
January 7, 2021
2019 Integrated Annual Corporate Governance Report
January 14, 2020
2018 Integrated Annual Corporate Governance Report
May 29, 2019
2017 Integrated Annual Corporate Governance Report
December 29, 2017
2016 Integrated Annual Corporate Governance Report
May 30, 2017

Board Committees

To focus on specific tasks and responsibilities, the Board adopted five (7) Board Committees, namely the Executive Committee, Audit Committee, Risk Oversight Committee, Related Party Transactions Committee and Corporate Governance Committee.

Executive Committee
Jonathan Gerard A Gurango
Alexander D. Corpuz
Fernando Jude F. Garcia
Audit Committee / RPT Committee
Bartolome S. Silayan, Jr. (C, ID)
Imelda C. Tiongson (ID)
Jonathan Juan DC Moreno (M, ID)
Corporate Governance Committee
Imelda C. Tiongson (C, ID)
Bartolome S. Silayan, Jr. (M, ID)
Christopher P. Monterola (M, ID)
Jonathan Juan DC Moreno (M, ID)
Risk Oversight Committee
Christopher P. Monterola (C, ID)
Imelda C. Tiongson (M, ID)
Wilfredo O. Racaza (M)
Jonathan Juan DC Moreno (M, ID)
Nomination Committee
Wilfredo O. Racaza (C)
Jonathan Gerard A. Gurango (M)
Christopher P. Monterola (M, ID)
Personnel and Compensation Committee
Fernando Jude F. Garcia (C)
Alexander D. Corpuz (M)
Christopher P. Monterola (M, ID)
Lead Independent Director
Imelda C. Tiongson
Legend: C – Chair; M – Member; ID – Independent Director

Beneficiaries
Through Caritas Manila, donations were made to the victims of Typhoon Rolly and Ulysses. On behalf of the employees, the company contributed instead of providing Christmas gifts in December 2020.
At the Philippine General Hospital, medical supplies were donated by the company to support healthcare workers during the COVID-19 pandemic.

Beneficiaries
In 2017, the company sponsored the Philippine delegation to the International Olympiad of Informatics.
Founded Philippine Software Industry Association’s SPRING (Software Products Interest Group) which holds Launchpad events for Software Startup mentorships. Each of the founding companies’ Chief Executive Officers is asked to mentor startups that qualify after the pitch.
Donated Seerium, a messaging platform developed by the company, to a disaster response technology infrastructure.
Hospicio De San Jose received a donation from Xurpas in order to help neglected kids feel safe and have a place to stay.

Enterprise Risk Management

The Risk Management Policy establishes the framework and responsibilities for managing risks within Xurpas, while the Enterprise Risk Management Plan outlines the specific processes and activities to be followed in implementing the risk management framework. 

The Risk Management Policy defines the tasks of the Board Risk Oversight Committee, which include developing a formal enterprise risk management plan, overseeing its implementation, evaluating its effectiveness, advising the Board on risk appetite levels and tolerance limits, and reporting material risk exposures. These tasks are further elaborated upon in the Enterprise Risk Management Plan, which provides detailed steps and activities for risk assessment, communication, remediation, monitoring, reporting, and continuous improvement. Both documents emphasize the importance of identifying, assessing, and mitigating risks to ensure the continuity of Xurpas’ operations, compliance with laws and regulations, support for business units, and the security of information and IT services. They also highlight the need for stakeholder engagement, regular communication, and the alignment of IT services with business requirements.

The Board Risk Oversight Committee provides guidance and oversight, receives reports from the CRO, and provides guidance and direction for risk management activities. 

The Chief Risk Officer (CRO) provides guidance and oversight, determines methods and frequency for tracking risk status, re-evaluates and modifies risk items, analyzes and adds new risk items to the Risk Register, regenerates the Risk Register, and escalates risk factors if necessary.

The Risk Owner leads specific activities related to risk assessment, risk remediation, developing contingency plans, and stakeholder engagement. They also report the status and effectiveness of mitigation actions to the CRO every two weeks and participate in the re-evaluation and modification of risk items and the analysis and addition of new risk items to the Risk Register. 

The Risk Assigned Person assists the Risk Owner in various tasks, including day-to-day monitoring of risks and participating in the reporting of mitigation actions to the CRO.  They also participate in the re-evaluation and modification of risk items and the analysis and addition of new risk items to the Risk Register.

Company Policies
Our company has implemented policies to cover our corporate governance initiatives. The specific policies are listed below for reference:
Document Title
Policy on Health, Safety and Welfare of Employees
Policy on Anti-corruption
Policy on Conflict of Interest
Policy on Dealing in Securities by Directors and Key Officers
Policy on Disclosure
Policy on Employee Recognition Development and Well-Being
Policy on Insider Trading
Policy on Material Related Party Transactions
Policy on Related Party Transactions
Policy on Remuneration of Board and Key Officers
Policy on Risk Management
Policy on Safeguarding Creditors’ Rights
Policy on Succession Planning
Policy on Whistleblowing
Policy on Board Diversity
Policy on Procurement and Suppliers
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