Corporate Governance Scorecard 2008

8/8/2019 Corporate Governance Scorecard 2008

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2007TheCorporate Governance Scorecard

Publicly-listed Companiesfor

2007TheCorporate Governance Scorecard

Publicly-listed Companiesfor

Date: January 29, 2008

THE DIRECTOR

Corporation Finance Department

Securities and Exchange Commission

EDSA

Mandaluyong City

We are pleased to submit the accomplished Corporate Governance (CG) Survey for publicly-

listed companies pursuant to SEC Memorandum Circular No. 2 dated 09 August 2007.

Please find the necessary information in relation to this submission:

COMPANY INFORMATIONOrganization NameSWIFT FOODS, INC.Address2

ndFLOOR RFM BLDG., CORNER PIONEER AND SHERIDAN STREETS, MANDALUYONG CITY

Contact Person

MS. SUSAN A. KALALODesignationSENIOR VICE-PRESIDENTTelephone number(02) 631-8101 ; (02) 638-8502Fax number(02) 631-5069Email [email protected]

ATTESTATION:

I attest that, to the best of my knowledge, all information in this assessment is accurate and

truthful, and that all supporting documents are adequately provided.

MS. SUSAN A. KALALO

Name & Signature of Authorized Company Representative

Date: JANUARY 29, 2008


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2007 Corporate Governance Scorecard for Publicly-listed Com

Sample:

Self-AssessmentITEM Survey QuestionPoor Fair Good

In

1

Does the company offer otherownership rights beyondvoting?

Paragraph 2

IMPORTANT NOTE: For validation purposes, please submit a copy of all documen

Part I. THE RIGHT OF SHAREHOLDERS

Self-AssessmentITEM Survey Question

Poor Fair GoodIn

1

Does the company offer otherownership rights beyondvoting?

Section 6, Page

2

Is the decision on the directorper diems approved by theshareholders annually?

SectionSection 2.2.2.2.

3

How is the director per diem

presented to theshareholders?

2nd

Paragraph, P

4

Does the company allowshareholders to elect boardmembers individually?

Page 2, MinutesMeeting, Page 1


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5

Quality of Notice to callShareholders Meeting in thepast year.

5.1

Nomination of directorsproviding their names and

background.

Pages 9-12, 200

Pages 19-2

5.2

Is there adequate informationon the external auditor? Aretheir name(s), profile, detail offees and other engagementswith the company (tax,consulting, etc.) provided?

Page 18

5.3Dividend policy, in providingthe amount and explanation.

Page 6, 2007

5.4

Does the informationstatement have an executive

summary?

Pages 5- 1

6Quality of Minutes ofShareholders' Meeting

6.1Voting method and votecounting system

Page 4, 2007

7Did the Chairman of the Boardattend the last two AGMs?

Minutes of the Boaa

8

Did the CEO/ManagingDirector attend at least one ofthe last two AGMs?

Minutes of the Bo

9

Is a name list of boardmembers attending the AGMavailable?


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10

Do AGM minutes record thatthere was an opportunityallowing for shareholders toask questions/raise issues inthe past year?

10.1 Is there a record of answersand questions?

10.2Is there a record of resolutionsin the minutes?

2007 Minutes

11Attendance of the BoardCommittee Chairs

11.1

Did the Chairman of the AuditCommittee attend the last twoAGMs?

11.2Did the Chairman of theCompensation / Remuneration

/ Governance Committeeattend the last two AGMs?

11.3

Did the Chairman of theNomination Committee attendthe last two AGMs?

12Does the company have anti-takeover defenses?

12.1

Do Board memberscollectively own more than

25% of outstanding shares?

Page 8, 2007 Defin

12.2

What is the proportion ofoutstanding shares that areconsidered "free float"?

Page 4, Public O


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Part II. EQUITABLE TREATMENT OF SHAREHOLDERS


Poor Fair GoodIn

13

Does the company offer one-

share-one-vote? Page 4, 2007

14

Does the company have anymechanism that allows minorityshareholders to influence boardcomposition?

Page 4, 2007

15

Has there been any case ofinsider trading involving companydirectors and management in thepast two years?

16

Has the company established asystem to prevent the use ofmaterial inside information and

inform all employees,management, and boardmembers of this system?

The Company Rules

17

Has there been anycomplaint/dispute/problemregarding related-partytransaction in the past two years?

18

Does the company have a policythat requires management todisclose related-partytransaction?

Page 25, No.

19

Are the nature and extent oftransactions with affiliated andrelated parties communicated toshareholders annually?

Page 25, No.


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20

Is the company a part of aneconomic group where the parent

/ controlling shareholder alsocontrols key suppliers, customers,and/or similar businesses?

21 Does the company facilitatevoting by proxy?

22

Does the notice to shareholdersspecify the documents required togive proxy?

23

Is there any requirement for aproxy appointment to benotarized?

24

How many days in advance does

the company send out notice ofgeneral shareholder meetings?

A

24.1 Date of Notice (dd/mm/yy) 11 July 2007

24.2 Date of Actual Meeting (dd/mm/yy) 03 August 2007

Part III. THE ROLE OF STAKEHOLDERS IN CORPORATE GOVERNANCE

Self-AssessmentITEM Survey QuestionPoor Fair Good

In

25

Does the company explicitlymention the safety andwelfare of its employees?

Companys


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26

Does the company provide anESOP (Employee ShareOption Program), or otherlong-term employee incentiveplan linked to shareholdervalue creation, to employees?

27

Does the company provide aretirement plan/fund or itsequivalent for its employees?

Page 10, 200

28

Does the company provide acontinuing training program forits employees?

Overview of Train

29

Does the company explicitlymention the role ofcustomers?

Paragraph 7, P

30

Does the company explicitlymention the role ofsuppliers/business partners?

Page 2,

31

Does the company explicitlymention its obligations toshareholders?

Pages 12-14,

32

Does the company explicitlymention its obligations tocreditors?

Pages 19-20, 2

33

Does the company explicitly

mention environmental issuesin its public communication? Page 2-3

34

Does the company explicitlymention its broaderobligations to society and / orthe community?

Companys


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35

Does the company informshareholders of materialincome tax consequences ofowning shares of companycommon shares, ADS, etc.?

36

Does the company disclosepending legal and taxproceedings, tax assessmentnotices and voluntaryassessment programavailments that it considers tobe potentially material to itsbusiness?

Page 33, 200

Part IV. DISCLOSURE AND TRANSPARENCY


Poor Fair GoodIn

37

Does the company have atransparent ownershipstructure

37.1 Breakdown of shareholdings Gen

37.2Is it easy to identify beneficialownership?

Page 5, 2007

37.3

Are directors shareholdings

disclosed?

37.4Are managementsshareholdings disclosed?

Page 8, 2007

38

Does the company have adispersed ownershipstructure?

Page 4, Public O


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39

Assess the quality of theAnnual Report. In particular,the following:

39.1 Financial performance Page 5-16

39.2

Business operations,competitive position, and othernon-financial matters

Page 16-1

39.3 Board member background Page 19-2

39.4 Basis of the Board per diems Page 15, 2007

39.5 Operating risks2006 Aud

200

39.6 Identification of IndependentDirectors SEC Form2007 Defi

39.7Board meeting attendance ofindividual directors

Certificate of Att

39.8

Does the company have apolicy requiring full disclosureof details of related-partytransactions in publiccommunications?

2006 Au

40

Is there any statementrequesting directors to reporttheir transactions of the

company shares?

41Does the Audit Committeehave a Charter?

Audit CommitteSection 2.2.2.3.2

42

Does the company have aninternal audit operationestablished as a separate unitin the company?

Section 2.3.5, P


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43

To whom does the internalaudit function report, pleaseidentify?

Section 2.3.5, P

44

Does the company perform anannual audit using SECaccredited external auditors?

200

45

Is the financial reportdisclosed in a timely mannerduring the past year?

46

Are there any accountingqualifications in the auditedfinancial statements apartfrom the Qualification onUncertainty of Situation?

2006 Au

47 Does the company websitedisclose up-to-dateinformation on:

Date when website was examined

(dd/mm/yy)

47.1 Business operation

47.2 Financial statement

47.3 Press release

47.4 Shareholding structure

47.5 Organization structure

47.6

Corporate group structure(N/A for a company that doesnot belong to corporategrouping)

47.7 Downloadable annual report

47.8Notice to call shareholders'meeting


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48

Does the company providecontact details for a specificInvestor Relations person orunit that is easily accessible tooutside investors?

49

Does the company offer

multiple channels of access toinformation? Multiple channelsinclude:

49.1 Annual report Annual Re

49.2 Company website

49.3 Analyst briefing(s) Annual Re

49.4Press conference(s) / pressbriefing(s)

Part V. BOARD RESPONSIBILITY


Poor Fair GoodIn

50

Does the company have itsown written CorporateGovernance Manual thatclearly describes its valuesystem and boardresponsibilities?

Corpo

51

Does the Board of Directorsprovide code of ethics orstatement of business conductfor all directors andemployees?

52

Does the company have acorporatevision/mission/values?


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53

Does the PSE have anyevidence of non-compliance ofthe company with PSE rulesand regulations over the twoyears?

54

Assess the quality of the Audit

Committee Report in theAnnual Report:

54.1 Attendance

54.2 Internal control

54.3 Proposed auditors

54.4 Financial report review

54.5 Legal compliance

54.6 Over-all concluding opinion

55

Have board membersparticipated in the training onCorporate Governance (i.e.PDP, CGOP, CorporateRetreat, etc.)?

56

Have senior managementexecutives attended trainingon Corporate Governance?

57

What is the attendanceperformance of the board

members during the past 12months?

Certificate of A

58Does the company provide arisk management policy?

59

Does the company clearlydistinguish the roles andresponsibilities of the boardand management?

Corporate Gov


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60Does the board conduct anannual self-assessment?

61

Does the company conduct anannual performanceassessment of the

CEO/President?

62How many board meetingsare held per year?

No. of Board Meetings: 11

62.1

Does the firm report boardmeeting attendance ofindividual directors?

SEC Form 17- C Certification on Co

63Is the Chairman a non-executive director?

64

Does the board appointcommittees with independent

members to carry out variouscritical responsibilities suchas:

64.1Audit. If yes, are the followingitems disclosed?

64.1.1Charter/ Role andresponsibilities

Corpo

64.1.2 Profile / Qualifications2006 Annual R

System, Co

64.1.3 Independence2006 Annual Re

G

64.1.4Performance / MeetingAttendance

64.2

Compensation/Remuneration.(Compensation/Remuneration Committee) Ifyes, are the following itemsdisclosed?


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64.2.1Charter/Role andResponsibilities

Corpo

64.2.2

Is the Committee composed ofa majority of independentdirectors?

64.2.3

Is the Chairman of the

Committee an independentdirector?


64.3

Nomination Committee. If yes,are the following itemsdisclosed?

64.3.1Charter/Role andResponsibilities

Corpo

64.3.2

Is the Committee composed ofa majority of independentdirectors?

64.3.3Is the Chairman of theCommittee an independentdirector?


65How many board membersare independent directors?

66

Does company state in itsAnnual Report the definition of"independence" for identifyingindependent directors in publiccommunications?

67

Does the company have aseparate Board of Director'sReport describing theirresponsibilities in reviewingthe firm's financialstatements?


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SURVEY ON CURRENT ETHICAL STANDARDSIN PHILIPPINE CORPORATIONS

The Institute of Corporate Directors is currently conducting a survey on ethical standards inPhilippine Corporations. We would highly appreciate your participation in this survey.

Thank you.

1. We have a formal code of ethics in our company. Yes No

2. Our code of ethics includes a statement on obligation to:

Employees

Shareholders

Suppliers Customers

The general community

YesYes

YesYesYes

NoNo

NoNoNo

3. We have an ethics officer in our company. Yes No

4. We allocate resources for ethical activities such as:

Training

Internal Communications

Ethics Audit

YesYes

Yes

No

No

No

5. Ethics expectations are communicated to our:

Suppliers/Vendors

Business Partners

Consultants

Contractors

YesYes

Yes

Yes

No

No

No

No

6. We have a reporting mechanism in place in the company toallow all employees to report or express ethicalconcerns/violations.

Yes No

7. Ethical conduct has an impact on an employees performanceevaluation in our company.

Yes No

8. We have mechanisms in place in the company that ensureour suppliers and partners adhere to highest standards ofbusiness ethics.

Yes No

Corporate Governance Scorecard 2008

Documents

Transcript of Corporate Governance Scorecard 2008