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Corporate Governance Framework

Clickerwayne Holdings OPC
(Trade Name: LowPriceDito.com)
Last Updated: September 4, 2025

1.0 Preamble & Philosophy

Clickerwayne Holdings OPC ("the Company"), operating under the trade name Lowpricedito.com, is committed to the highest standards of corporate governance. While structured as a One Person Corporation with a single stockholder, the Company recognizes that strong governance is the foundation for building a sustainable, scalable, and trustworthy enterprise.

This framework is designed to:

  1. Formally separate the roles of the Stockholder, the Director, and the Officers to ensure clear accountability.
  2. Establish rigorous processes for decision-making, risk management, and financial integrity.
  3. Implement checks and balances that protect the company's interests and those of its future creditors and stakeholders.
  4. Create a structure that is "investment-ready," demonstrating to potential partners, lenders, or acquirers that the company operates with transparency and professionalism.

We commit to the W.A.Y.N.E code of conduct:

  • We are Accountable: Clearly defining roles and owning our outcomes.
  • Act with Integrity: Upholding the highest ethical standards in every action.
  • Yield Transparency: Operating with openness in all communications and decisions.
  • Nurture Fairness: Respecting the rights and interests of every stakeholder.
  • Ensure Responsible Stewardship: Managing resources ethically for sustainable success.

2.0 Governing Roles & Responsibilities

2.1 The Sole Stockholder

As the sole owner of the Company, the Stockholder holds ultimate decision-making authority as prescribed by law. Key reserved powers include:

  • Appointment and removal of the Corporate Director and Treasurer.
  • Approval of amendments to the Articles of Incorporation and By-Laws.
  • Approval of major corporate acts (e.g., mergers, consolidation, sale of all assets).
  • Review and approval of annual financial statements.
  • Determination of dividend policies.

2.2 The Corporate Director (Board of Directors)

Role: The Stockholder shall appoint a Corporate Director. Given the OPC structure, this role fulfills the function of a traditional Board of Directors.

Independence: To ensure objective oversight, the appointed Corporate Director must be an independent, third-party professional (e.g., an experienced executive, lawyer, or accountant) and cannot be the Company's Treasurer. The Stockholder may choose to appoint themselves as Director, but this negates critical checks and balances and is not recommended for enterprise-grade governance.

2.3 The Treasurer

Role: The Stockholder shall appoint a Treasurer. This is a mandatory position for an OPC under most jurisdictions.

Independence: For robust governance, the Treasurer should be a different individual than the Corporate Director and the President/CEO. Often, this role is outsourced to a qualified third-party firm (e.g., a CFO services firm or accountant).

2.4 The President / Chief Executive Officer (CEO)

Role: The Stockholder (acting as the appointing authority) appoints the President/CEO, who may be the Stockholder themselves. This role is responsible for the day-to-day management and operational performance of the company.

Director Responsibilities

The Corporate Director is tasked with providing strategic oversight and holding management accountable. Their duties include:

  • Providing independent review and approval of the company's strategic plan and annual budget.
  • Overseeing the integrity of financial statements and internal controls.
  • Evaluating the performance and compensating the President/CEO.
  • Overseeing enterprise risk management, including cybersecurity and operational risks.
  • Monitoring compliance with laws and ethical standards.

Treasurer Responsibilities

The Treasurer is primarily responsible for the financial oversight of the company:

  • Custody and safekeeping of company funds.
  • Maintenance of accurate financial records.
  • Preparation and filing of required financial reports and tax returns.
  • Ensuring adequate internal financial controls are in place.

President/CEO Responsibilities

  • Implementing the strategic plan and operating within the approved budget.
  • Leading the executive team and managing all operational functions.
  • Hiring and managing employees.
  • Making operational decisions within the authority delegated by the Corporate Director.
  • Serving as the primary point of contact for the Corporate Director and Treasurer.

3.0 Key Governance Policies & Practices

3.1 Formalized Decision-Making & Documentation

Despite having a single owner, all significant decisions will be formally proposed, reviewed, and documented:

  • Major Decisions: Require a Majority Vote of the Governing Roles (Corporate Director, Treasurer, President/CEO). If the Stockholder holds one of these roles, they participate in that capacity. The outcome must be documented in a Resolution.
  • Stockholder-Reserved Matters: Decisions requiring Stockholder approval must be documented in a Written Resolution of the Sole Stockholder.

3.2 Committee Structure (Advisory)

Given the size of the entity, formal committees are not required. However, the Corporate Director may form Advisory Committees (e.g., for Audit, Technology, or Compensation) composed of external experts to provide specialized guidance. These committees report to the Corporate Director.

3.3 Code of Conduct & Ethics

All governing roles and employees must adhere to the company's Code of Conduct and Ethics. Annual training is mandatory.

3.4 Whistleblower Policy

A confidential reporting mechanism is maintained for employees to report concerns. The Corporate Director is responsible for overseeing investigations, ensuring independence from management.

3.5 Conflict of Interest Policy

All governing roles must disclose any potential conflicts of interest. The Corporate Director (or, if the Director has a conflict, the Treasurer) must review and approve any related-party transactions.

3.6 Insider Trading Policy

A strict policy prohibiting trading based on material non-public information is enforced.

4.0 Meeting & Reporting Schedule

To ensure consistent governance, a mandatory schedule is established:

Strategic Review Meeting

Frequency: Quarterly

Meeting between the President/CEO, Corporate Director, and Treasurer to review performance, strategy, and risks.

Budget Approval Meeting

Frequency: Annual

Meeting to review and approve the upcoming year's budget and operational plan.

Financial Reviews

Frequency: Monthly

Financial statements must be prepared by the Treasurer and reviewed by the Corporate Director and Stockholder.

Annual Governance Review

Frequency: Annual

The Sole Stockholder, Director, and Treasurer will meet annually to review the effectiveness of this governance framework.

5.0 Succession Planning

The Sole Stockholder shall maintain a Confidential Succession Plan, on file with the Corporate Director and legal counsel. This plan outlines the process for the temporary or permanent transfer of managerial authority in the event of unforeseen circumstances, ensuring business continuity.

6.0 Review of Charter

This Charter shall be reviewed and reassessed annually by the Sole Stockholder in consultation with the Corporate Director and Treasurer.

Approval

Approved by the Sole Stockholder of Clickerwayne Holdings OPC on September 12, 2024.

Sole Stockholder

_________________________

[Name of Sole Stockholder]

Corporate Director

_________________________

[Name of Corporate Director]

Treasurer

_________________________

[Name of Treasurer]