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Corporate Governance Summary

CORPORATE GOVERNANCE POLICIES
The Company’s corporate governance principles, structures and processes are established and articulated in two fundamental policies: The Manual on Corporate Governance (CG Manual) and the Code of Business Conduct and Ethics. These policies are responsive to the Company’s operations, business environment and laws, rules and regulations applicable to the Company. As part of Board oversight, the Company’s corporate governance policies and their effectiveness are reviewed on a periodic basis to ensure that they continue to be compliant, appropriate and effective.
The CG Manual institutionalizes the principles of good corporate governance in the entire organization and embodies the framework of rules, systems and processes that governs the performance by the Board and Management of their respective duties and responsibilities to the shareholders and other stakeholders.
Pursuant to the principles embodied in the CG Manual, the Company has adopted the following Corporate Governance Policies:

 

INSIDER TRADING POLICY
The Policy on Insider Trading provides for the general guidelines and disclosure requirements on dealings of corporate insiders in shares of stocks. This policy requires all those considered as corporate insiders to report their dealings in company shares within the prescribed reporting period from the date of transaction.

 

CONFLICT OF INTEREST POLICY
As a general rule, the Policy on Conflict of Interest ensures that all Directors, Officers and Employees are charged with the duty of loyalty to the corporate interest. Their personal interests should not prevail against the interests of the Company. It is recognized that it is not only conflict of interest but also the appearance of conflict of interest that must be avoided. This means that any activity that may compromise or seem to compromise the integrity of the Company or of any Director, Officer or Employee must be avoided.


WHISTLEBLOWING POLICY
The policy provides a system intended to assist those who believe they have discovered impropriety or fraud or offenses covered by the existing Code or other corporate governance rules of the Company. In those instances, the Employee should impose upon himself the duty to disclose such matters to his immediate superior. When the immediate superior does not act, or may himself be involved, the employee may avail of this Policy and the protection it affords.

 

POLICY ON RELATED PARTY TRANSACTIONS
The policy ensures that material transactions between the Company or any of its subsidiaries and a Related Party shall be subject to review and approval by the Board to assure that they are at arms-length, the terms and conditions are fair and will redound to the best interest of the Company, its subsidiaries and shareholders.
Related party transactions shall be disclosed in the Company’s financial reports and its annual report to shareholders. Immediate disclosure under the rules of the Securities and Exchange Commission (“SEC”) and the Philippine Stock Exchange (the “Exchange”) shall be subject to materiality and significance of the transaction

 

GIFTS, HOSPITALITY, AND SPONSORED TRAVEL POLICY
The Company recognizes that the giving or receiving of gifts or entertainment could have a significant effect on the independence and impartiality of the recipient, which could adversely affect the Company’s interests. Gifts and hospitality offered or accepted with a view to establishing and strengthening relationships are acceptable from a business perspective, but when these gifts and entertainment are offered in order to induce some benefit or result, it becomes unethical and in certain cases may in fact be a criminal offense.
Therefore, as a general rule, Directors, Officers or Employees, as well as Consultants shall not accept, directly or indirectly, gifts, hospitality or sponsored travel from suppliers and other parties with whom the Company has business dealings, except if the value of such gifts or hospitality is a token amount, as periodically determined by Management from time to time, or such sponsored travel is of a technical or business nature. Likewise, as a general rule, Directors, Officers or Employees, as well as Consultants shall not provide, directly or indirectly, gifts, hospitality or sponsored travel to any person in order to improperly influence or induce such person to give its business or benefits to the Company, its Directors, Officers, Employees and Consultants.

 

HEALTH, SAFETY AND WELFARE
Health and safety are integral parts of our personnel policies. Our comprehensive safety program is designed to minimize risks to health arising out to work activities and to assure compliance with occupational health and safety standards and rules and regulations that apply to our operations.