1.1. Definition of Terms. Unless otherwise provided elsewhere in this Manual,
the following terms shall mean as follows:
1.1.1. Ad Hoc Board Committees – Board Committees created to address
particular issues, which may include operational matters. Ad Hoc Committees
are temporary in nature and dissolved after they have served the purpose
specified for their creation. Membership to any Ad Hoc Committee may
include representatives of Management.
1.1.2. Affiliate – A corporation, of which fifty percent (50%) or less of the
outstanding capital stock is owned by NORTHRAIL.
1.1.3. Attached Agency / Corporation – an agency with a lateral relationship
with a national government department for the purpose of policy and program
coordination. The coordination may be accomplished by having the
Department represented in the governing board of the attached agency or
1.1.4. BCDA – The Bases Conversion and Development Authority – The
holding company of NORTHRAIL
1.1.5. Board of Directors – The collegial body that exercises the corporate
powers of NORTHRAIL, as specified in the Articles of Incorporation and Bylaws.
It is charged with the functions of governing and conducting the
business of NORTHRAIL and monitoring Management.
1.1.6. Corporate Charter – refers to NORTHRAIL’s Articles of Incorporation
which includes the corporation’s purpose(s) for which the company was
formed, the specific type of corporation, the names and addresses of the
initial directors and incorporators, the business location, number and classes
of share and duration of the corporation and the authority of the corporation
for the initial issue of specific number of shares of stock and price of those
1.1.7. Code of Corporate Governance or Code – Code of Corporate
Governance for GOCCs promulgated by the Governance Commission for
Government Owned or Controlled Corporations (GCG) under GCG
Memoradum Circular No. 2012-07 and Approved by the President of the
Philippines on 28 November 2012.
1.1.8. Corporate Governance – The framework of rules, systems and
processes in the corporation that governs the performance by the Board of
Directors and Management of their respective duties to the State and the
stakeholders. It provides the structure through which the objectives of a
corporation are set, and the means of achieving those objectives, and
monitoring performance are determined.
1.1.9. DOTC – The Department of Transporation and Communications. It is
the primary policy, planning, programming, coordinating, implementing and
administrative entity of the executive branch of the government on the
promotion, development, regulation of a dependable and coordinated network
of transportation systems and services.
1.1.10. Executive Board Member – A Member of the Board who is at the
same time appointed to head a group/department/unit within NORTHRAIL or
performs any work related to its operation.
1.1.11. Non-executive Director or Board Member – a director who is not the
head of a department or unit of the corporation nor performs work related to
1.1.12. Independent Board Member – A Member of the Board who has no
relationship with NORTHRAIL, its affiliates, partners in a joint venture, or
subsidiaries that could interfere, or be reasonably perceived to interfere, with
the exercise of his/her independent judgment in carrying out the
responsibilities as a Member of the Board.
1.1.13. Internal Auditing – An independent, objective assurance and
consulting activity designed to add value and improve NORTHRAIL's
operations. It helps NORTHRAIL accomplish its objectives by bringing a
systematic, disciplined approach to evaluate and improve the effectiveness of
risk management, control, and governance processes.
1.1.14. Internal Audit Department – a department or unit of the corporation
and its consultants, if any, that provide independent and objective assurance
services in order to add value to and improve the corporations operations.
This department reports to the NORTHRAIL board.
1.1.15. Internal Auditor - the highest position in the corporation responsible
for Internal audit activities. If internal audit activities are performed outside
service providers, he is the person responsible for overseeing the service
contract, the overall quality of these activities, and follow-up of engagement
1.1.16. Internal Control – The system established by the Board and
Management for the accomplishment of NORTHRAIL’s objectives, the
effective and efficient operation of its business, the reliability of financial
reporting and faithful compliance with applicable laws, regulations, and
1.1.17. Management – The body given the authority by the Board to
implement the policies it has laid down.
1.1.18. Oversight Director(s) – A Board committee or a particular member of
the Board tapped by the Board to oversee a specific project or function,
providing consultancy-type advice and service, analyze information and
recommend actions for Board approval.
1.1.19. Regular Board Committees – Permanent Board Committees that
perform policy-making and governance functions of the Board that are
delegated to them. Membership in Regular Committees shall be exclusively
for Board Members.
1.1.20. Special Board Committees – Committees created to support the
Board in the performance of its functions. Special Board committees should
have written terms of reference that define their duties, authority, composition,
reporting relationships and conduct of business.
1.1.21. Stakeholders – Beneficiaries of NORTHRAIL programs identified
under its Articles of Incorporation and By-Laws, allied laws and executive
issuances, and investors providing external capital to NORTHRAIL in the form
of equity or credit.
1.1.22. Subsidiary – A corporation of which more than 50% of the voting
stock is owned or controlled, directly or indirectly through one or more
intermediaries, by NORTHRAIL.
1.2. Interpretation of Salient Provisions. All doubts or questions that may arise in
the interpretation or application of this Manual shall be resolved in favor of promoting
transparency, accountability and fairness to the State and stakeholders of