RCI REVISED MANUAL ON CORPORATE GOVERNANCE R 10 May …
Transcript of RCI REVISED MANUAL ON CORPORATE GOVERNANCE R 10 May …
Manual on Corporate Governance
(as of May 31, 2017)
P W 0 0 0 0 0 8 3 4
R O X A S A N D C O M P A N Y , I N C .
( F O R M E R L Y C A D P G R O U P
C O R P O R A T I O N )
(Company’s Full Name)
7 T H F L O O R C G B U I L D I N G
1 0 1 A G U I R R E S T R E E T L E G A S P I
V I L L A G E M A K A T I C I T Y
(Business Address: No. of Street City/Town/Province)
ATTY. MONICA ISABELLE I. VILLANUEVA 810‐8901
_December__ _31__ Month Day Calendar Year
_______________________ Form Type
June ______16_____ Month Day Annual Meeting
Secondary License Type, If Applicable
______________________________ ____________________________ Department Requiring this Document Amended Articles Number/Section
Total Amount of Borrowings ______________________________ _____________ ____________ Total No. of Stockholders Domestic Foreign
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ TO BE ACCOMPLISHED BY SEC PERSONNEL CONCERNED
______________________________ \ File Number LCU
______________________________
Document I.D. Cashier
Remarks = pls. Use black ink for scanning purposes
S T A M P S
3,345
ARTICL The Bocorporaobjectiv 3.1.
3.2.
LE 3: BOAR
oard of Direation. Coroves, it shall
Compositi
3.1.1. Thestoconewith(3)
3.1.2. The
nondireprocstatthe
3.1.3. The
Divdive
Qualificati
3.2.1. In athe sho
3.2.
3.2.
3.2. 3.2. 3.2.
3.2.2. Themem
3.2. 3.2.
3.2.
RD GOVER
ectors (thellary to seprovide an
on of the B
e Board shackholders ee year and h the By-Lawindependen
e membersnexecutive dector or smcess. The nture that woBoard.
e Corporatiersity shaersity in ag
ons of Dire
addition to tCorporatio
ould possess
.1.1. Holdecorpo
.1.2. At lemana
.1.3. At lea
.1.4. Posse
.1.5. Assid
e Board mambership in
.2.1. Pract
.2.2. Membprofes
.2.3. Previo
P
RNANCE
“Board”) ietting the pindependen
Board
all be compentitled to vuntil their sws of the cont directors.
hip of the directors, wmall group nonexecutivould enable
ion encourall not be ge, ethnicit
ectors
the qualificaon Code ans the follow
er of at leaoration;
east a colaging the bu
ast twenty o
esses integ
uous.
ay likewise pn the Board:
ical underst
bership in ssional orga
ous busines
Page 3 of 25
is primarilypolicies fornt check on
osed of sevvote at the successors orporation.
Board mawhich includ
of directove directorsthem to eff
rages divelimited to
ty, culture,
ations for mnd other re
wing qualifica
ast one th
lege graduusiness to s
one (21) yea
rity and pro
provide for :
tanding of t
good stananizations;
ss experien
5
responsibr the accomn Manageme
ven (7) meannual meeare electedThe corpor
ay be a coe independ
ors can dos should pofectively pa
rsity in theo gender skills, com
membershiplevant lawsations:
ousand (1,
uate or hasubstitute fo
ars old;
obity; and
the followin
he business
nding in reand
nce.
le for the gmplishmentent.
mbers whoeting and sd and qualiration shall
ombination dent directoominate theossess suchrticipate in t
e compositdiversity b
mpetence a
p in the Bos, the mem
000) share
ave sufficier such form
ng addition
s of the cor
elevant indu
governancet of the co
o are electeshall hold oified in acchave at lea
of executors, in ordere decision
h qualificatiothe delibera
tion of thebut shall
and knowle
oard providembers of the
es of stock
ent experiemal educatio
al qualificat
rporation;
ustry, busi
e of the orporate
d by the office for ordance
ast three
tive and r that no -making ons and ations of
e Board. include
edge.
ed for in e Board
k of the
ence in on;
tions for
ness or
3.3.
Disqualific
3.3.1. Perperm
3.3.
3.3.
3.3.
3.3.
cation of D
rmanent Dismanent disq
.1.1.
.1.2.
.1.3.
.1.4.
P
irectors
squalificatioqualification
Any persocompetentinvolves thSecuritiesconduct asprincipal, dmerchant, arises out otrust compaany of them
Any personpermanentSecuritiescourt or adacting asprincipal dmerchant, cas directorinvestmentcontinuing mentioned violating th
The disquathe subjecadministratregistrationCorporationlaw adminiPilipinas (“BCommissioengage in aperson is cregulatorymembershiparticipant
Any personcompetent turpitude, fmisapproprother fraud
Any personof the Com
Page 4 of 25
n. The fon of a direct
on convictejudicial or e purchaseRegulation
s an underwdistributor, commodityof his fiducany, invest
m;
n who, by ly enjoinedand Excha
dministrativeunderwrite
istributor, mcommodity r or officer t house, or any conduin sub-pa
e laws that
alification shct of an ordtive body n, license n Code, Seistered by BSP”), or u
on or BSPany activity currently th
organizatioip, participaof the orga
n convictedadministra
fraud, embriation, forgulent acts;
n who has bmmission, co
5
ollowing stor:
ed by finaadministrat
e or sale of n Code; (bwriter, brokemutual fund
y trading aiary relationment house
reason of d by a finange Comm
e body of coer, broker, mutual fundtrading advof a bankinvestment
uct or pracragraphs (agovern sec
hall also apder of the denying, ror permit
ecurities Rthe Comm
under any ru, or has oinvolving se subject oon suspenation or asnization;
by final judative body obezzlement,gery, bribery
been adjudgourt, or com
shall be
al judgmenive body ofsecurities, ) arises ouer, dealer, id dealer, fudvisor or fnship with ae or as an
misconducal judgmen
mission (“Coompetent ju
dealer, ind dealer, fuvisor, or flook, quasi-bant company;
ctice in anya) and (b)
curities and
pply if such Commissio
revoking orissued to
egulation Cmission or Bule or regulotherwise becurities an
of an effectiding or ex
ssociation w
dgment or oof an offen theft, estay, false affi
ged by finampetent adm
grounds
nt or ordef any crimeas identifie
ut of the pnvestment utures comfloor brokera bank, quaaffiliated pe
ct, after heant or orderommission”)urisdiction fnvestment utures comor broker; (bnk, trust co (c) engagiy of the ca above or banking ac
person is con or any r suspendo him undCode or anBangko Seation issuebeen restrand banking;ive order oxpelling hiwith a mem
order by a nse involvinafa, counteirmation, pe
l judgment ministrative
for the
er by a that (a)
ed in the person’s adviser,
mmission r; or (c)
asi-bank, erson of
aring, is r of the ) or any from: (a) adviser,
mmission b) acting ompany, ng in or
apacities willfully
ctivities.
currently court or ing any der the ny other ntral ng d by the ained to or such
of a self-m from mber or
court or ng moral erfeiting, erjury or
or order body to
3.3.
3.3. 3.3.
3.3.
3.3.2. Temdisq
3.3.
3.3.
3.3.
3.3.
3.3.
A tesuc
.1.5.
.1.6.
.1.7.
.1.8.
mporary Disqualification
.2.1.
.2.2.
.2.3.
.2.4.
.2.5.
emporarily dh disqualifi
P
have willfuincluded oCorporationlaw adminisregulation o
Any persobecomes acorporation
Any
Any personcourt or eviolations omisconduct
Conviction imprisonmeCorporationof his elect
squalificationn of a directo
Refusal toSecuritiesRegulationsthe refusal
Absence inspecial metwelve (12)the absencserious accof the succ
Dismissal corporationin effect unthe cause t
If the benethe corporapercent of shall be lifte
If any of tpermanent
disqualifiedcation, take
Page 5 of 25
ully violatedor procuredn Code, Sestered by thor order;
on earlier an officer, n;
y person jud
n found guiequivalent or miscondut enumerate
by final jent for moren Code comion or appo
n. The Bor for any o
o comply wRegulations. The disqpersists;
n more thaeetings of th) month pece is due tocident. The
ceeding elec
or terminn covered bntil he has that gave ris
eficial equityation or itsf its subscred if the lim
the judgme disqualifica
director she the appr
5
d, or willfulld the violatecurities Rhe Commis
elected asemployee
dicially decla
lty by final jfinancial r
uct similar toed in sub-pa
udgment oe than six (mmitted witointment.
Board may of the follow
with the disCode and
qualification
an fifty (50he Board d
eriod duringo illness, dee disqualificaction;
ation for by this Code
cleared himse to his dis
y ownership subsidiarieribed capita
mit is later co
ents or ordation has no
hall, within ropriate act
ly aided, ation of anyegulation Csion of BSP
s independor consul
ared as inso
judgment oregulatory o any of thearagraphs (
of an offen(6) years, ohin five (5)
provide fing reasons
sclosure red its Implem shall be in
0) percent uring his inthe said in
ath in the imation shall
cause as e. The disqumself from asmissal or te
p of an indees and affilal stock. Tomplied with
ders cited iot yet becom
sixty (60) bion to rem
abetted, couy provisionCode or anP, or any of
dent directltant of th
olvent;
or order of aauthority o
e acts, viola(i) to (v) abo
nse punishor a violatioyears prior
for the tes:
equirementsmenting Run effect as
of all reguncumbencyncumbencymmediate fapply for p
s director ualification any involveermination;
ependent diliates exce
The disquah;
in the groume final.
business daedy or cor
unseled, n of the ny other f its rule,
tor who e same
a foreign of acts, ations or ove;
able by on of the r to date
mporary
s of the ules and
long as
ular and , or any
y, unless family or
purposes
of any shall be
ement in
rector in eds two lification
unds for
ays from rrect the
3.4.
disqdisq
Responsib
3.4.1. Gentermprofinteformprocmon
3.4.2. Dutthe conthe
3.4.
3.4.
3.4.
3.4.
3.4.
3.4.
qualificationqualification
bilities, Dut
neral Respom success fitability in a
erests of itmulate the ccedures thanitor Manag
ties and Funcorporatio
duct itself wfollowing d
.2.1.
.2.2.
.2.3.
.2.4.
.2.5.
.2.6.
P
n. If he failsn shall beco
ties and Fu
onsibility.of the cor
a manner cts stockhocorporationat shall guigement’s pe
nctions. n, its stockwith honestyuties and fu
Implement value and of sound coprofessionaofficers. AdManageme
Provide scorporationthat can suevaluate anstrategies, Manageme
Ensure thelaws, regul
Establish akeep the sthe corporFinancial Ooversight re
Identify thewhich it opformulate communica
Adopt a syregular revconducted reporting preview of tmaintain its
Page 6 of 25
s or refuseme perman
unctions of
It is therporation, aconsistent wolders and ’s vision, mide its activerformance.
To enskholders ay and integ
unctions:
a process fcontribute orporate stal, honestdopt an effent.
ound stratn on major ustain its lonnd monitor including th
ent’s overall
e corporatioations and
and maintaistockholdersration. If feOfficer (“Cesponsibility
e corporatiperates or aa clear po
ation with th
ystem of cview of theto ensure
processes athe corporas adequacy
5
es to do sonent.
f the Board
e Board’s reand to suswith its corp
other stamission, stravities, inclu.
sure a high nd other srity in the p
for the seleindependenrategies ant and higfective succ
tegic policcapital exp
ng-term viabthe implem
he businessl performan
n’s faithful best busine
in an invess informed
easible, theCFO”) or h
y over this p
on’s stakeare directly olicy of achem.
check and e effectiven
the integritat all timesation’s intern
and effecti
o for unjus
d
esponsibilitystain its coporate objeckeholders. ategic objecding the m
standard ostakeholdersperformance
ction of dirent judgmentd policies. ghly-motivacession pla
cies and genditures. Ebility and str
mentation ofs plans, opece.
complianceess practice
tor relationsof importancorporatio
his equivaleprogram.
holders in affected byccurate, tim
balance wess of sucy of the de. There shanal control veness.
stified reaso
y to foster tompetitivenectives and t
The Boarctives, polic
means to ef
of best pras, the Boae of, among
ectors who t to the formAppoint co
ated manaanning prog
guidelines Establish prength. Perf such polic
erating budg
e with all apes.
s program nt developmon’s CEO oent shall e
the commy its operatimely and e
within the Bch system secision-makall be a cosystem in
ons, the
he long-ess and the best rd shall cies and ffectively
ctice for ard shall g others,
can add mulation mpetent
agement gram for
to the rograms riodically cies and gets and
pplicable
that will ments in or Chief exercise
munity in ons and effective
Board. A shall be king and ontinuing order to
3.4.
3.4.
3.4.
3.4.
3.4.
3.4.
3.4.
3.4.
3.4.
3.4.3. Inteits i
.2.7.
.2.8.
.2.9.
.2.10.
.2.11.
.2.12.
.2.13.
.2.14.
.2.15.
ernal Contronternal con
P
Identify keythese factoanticipate aand financi
Formulate ensure thtransactionparent comaffiliates, mtheir spousand of inteBoard.
Constitute committeesperformanc
Establish ain the codifferencesthe corporauthorities.
Meet at suminutes ofviews durindue consid
Keep the authority unaccordance
Appoint a least vice p
Adopt a Cwould probehavior, unacceptaexternal disseminaemployeesavailable t
Ensure thmonitoringConduct a
ol Responsibtrol environ
Page 7 of 25
y risk areasors with duand preparal viability.
and impleme integrity
ns betweenmpany, jo
major stockses, childreerlocking d
an Audits it deemsce of its dut
and maintainorporation s between tration and .
uch times such meet
ng Board meration.
activities ander the arte with existi
Compliancepresident.
Code of Bovide stan
as welable cond
dealings. ated to ths. It shoto the publ
he properg of com
and Ethics
ibilities. nment by ob
5
s and perfore diligencere for poss
ment policiey and trann and amoint ventureholders, off
en and depirector rela
and Risk s necessaryies and res
n an alternathat can the corpora
third part
or frequenings shall b
meetings sh
and decisioticles of incoing laws, ru
e Officer w
Business Cndards forll as aruct and
The Cohe Board, uld also ic through
r and effipliance wand interna
The Boardbserving the
rmance indi to enable ible threats
es and procnsparency ong the coes, subsidificers and d
pendent sibtionships b
Committeey to assist ponsibilities
ative disputeamicably stion and itsies, includi
ncy as maybe duly recohall be enco
ons of theorporation ales and reg
who shall ha
Conduct ar professirticulate practices
ode shousenior m
be disclothe compa
icient impith the Coal policies.
d shall conte following m
icators and the corpor
s to its ope
cedures thaof related
orporation iaries, assdirectors, in
blings and by members
e and sucthe Board
s.
e resolutionsettle confs stockholdeing the re
y be needeorded. Indeouraged an
e Board wand by-laws
gulations.
ave the ra
nd Ethics,onal and acceptablein intern
uld be pmanagemeosed andany websit
plementatioode of Bu.
tinue and emeasures:
monitor ration to erational
at would d party and its
sociates, ncluding parents, s of the
ch other d in the
n system flicts or ers, and
egulatory
ed. The pendent
nd given
within its s, and in
nk of at
, which ethical
e and nal and properly ent and d made e.
on and usiness
enhance
3.5.
3.4.
3.4.
3.4.
Specific D 3.5.1. A d
besaccinte
3.5.2. A d 3.5.
.3.1.
.3.2.
.3.3.
uties and R
director’s ofst interest oountability
egrity in dire
irector shal
.2.1.
P
Adoption mechanismresponsibil
i. Defwhoorga
ii. SeleinteCEO
iii. Evaapp
iv. Seleman
v. Revconemp
Formulationeffective orthe followinand the btransactionand deleginformation
Establishmassure theCorporationfaithfully coAuditor to report to aaudit activitguided by tof Internal A
Responsib
ffice is oneof the corpoand fairnescting the co
l observe th
Conduct faensure thainterests of
Page 8 of 25
and improms for the ity including
finition of tho is ultimaanizational ection of t
egrity and O; aluation opointments;ection and nagement oview of thenflict of interployees, an
n, implemerganizationang factors:
business cuns; degree oation of a
n technology
ment of an ine Board, Mn’s key orgomplied witperform the
a level in tty to fulfill itthe InternatAuditing.
ilities of a
e of trust anoration in ass. He shallorporation to
he following
air businessat his persof the corpor
5
ovement operforman
g, but not lim
he duties anately accouand operatthe personexpertise e
of propo
appointmeofficers; ande corporatiorest situationd managem
entation andal and opernature and
ulture; voluof risks invoauthority; ey; and exten
nternal audManagemenganizationalth. The Boe audit functhe organizts mandatetional Stand
Director
nd confidena manner chl also exercowards sus
norms of c
s transactioonal intereration.
f minimumce of the
mited to, the
nd responsuntable for ional contro
who possessential fo
sed seni
nt of qualifd on’s human ns, compen
ment succes
d enhancemrational cond complexi
ume, size aolved; degrextent andnt of regulat
it system thnt and stoc and operaoard shall action, and mation that a. The Intern
dards on Pr
ce. A direcharacterizedcise leaderstained prog
conduct:
ons with thst does no
m internal Board’s o
e following:
ibilities of tr the corpools; sesses theor the pos
ior mana
fied and co
resource nsation progssion plan.
ment of sysntrols depenty of the band complee of centrad effectivetory compli
hat can reackholders tational contappoint an may requireallows the nal Auditor rofessional
ctor shall acd by transpship, prudegress.
he corporatiot conflict w
control oversight
he CEO oration’s
e ability, sition of
agement
mpetent
policies, gram for
stems of nding on business exity of alization ness of ance.
asonably that the trols are Internal
e him to internal shall be Practice
ct in the parency, nce and
ion, and with the
3.5.
3.5.
3.5.
3.5.
.2.2.
.2.3.
.2.4.
.2.5.
P
The basic use his poshimself andthat may cconflict of ifully and imdecision-mmaterial cofrom his po
A conflict director’s pthe corporadvantage
Devote theeffectively p
A director sthe corporaand knowlehim to meaattend andmeetings, questions o
Act judiciou
Before decdirector shmake inqui
Exercise in
A director sdisagreemeevaluate anan unpopuideas that h
Have a wrequiremenincorporatioCommissiorelevant reg
A director sand businecompetitive
Page 9 of 25
principle tosition to prod/or his rel
compromiseinterest ma
mmediately aking proc
onflict of inosition.
of interespersonal or ration, or at the expe
e time andperform his
shall devoteation’s busedgeable waningfully cd actively review me
or seek exp
usly.
ciding on aall carefullyries and req
ndependent
shall view eent with otnd explain h
ular positionhe thinks ar
working knonts that affeon and by
on and, wgulatory ag
shall also kess trends eness.
5
o be observofit or gain sated intere
e his imparty arise on tdisclose it a
cess. A dirterest shal
st shall bebusiness instands to
ense of the
d attentions duties and
e sufficient tsiness. He
with the corpcontribute t
participateeeting mateplanation.
any matter y evaluate quest clarifi
judgment.
each problether directohis positionn. Corollarilyre beneficia
wledge of ect the corpoy-laws, the where appligencies.
keep abreasin order t
ved is that asome benefsts. He shatiality. If an the part of and shall norector who l seriously
e considereterest is an
o acquire corporation
necessaryd responsibil
time to famshall be co
poration’s opo the Boare in Boarderials and,
brought bethe issues cation.
em or situators arises, . He shall ny, he shall l to the corp
the statutooration, inclrules and icable, the
st with induto promote
a director sfit or advanall avoid siactual or pa director, ot participa
has a coconsider re
ed materiantagonistic t
or gain fn.
y to propeilities.
miliarize himonstantly aperations tord’s work. Hrd and co
if called
efore the Band, if nec
tion objectivhe shall c
not be afraidsupport pla
poration.
ory and reluding its arregulations
e requirem
ustry develoe the corpo
shall not ntage for ituations potential he shall te in the
ontinuing esigning
l if the o that of financial
erly and
self with aware of o enable He shall
ommittee for, ask
Board, a cessary,
vely. If a carefully d to take ans and
egulatory rticles of s of the
ments of
opments oration’s
3.6.
3.7.
governa
3.5.
Board Mee
3.6.1. Thepersand
3.6.2. Inde
provrequpres
Board Com
The Boardance:
3.7.1. Aud
Theexefinachacom
3.7.
3.7.
3.7.
3.7.
.2.6.
etings and
e members son or thro
d regulations
ependent dvided in tuirement. Hsence of at
mmittees
shall main
dit and Ris
e Audit andecutive direance backgrair of the Aummittee sha
.1.1.
.1.2.
.1.3.
.1.4.
P
Observe co
A director informationas directorunauthorize
Quorum R
of the Boaough telecos of the Com
irectors shathe by-law
However, thleast one in
ntain the fo
k Committ
d Risk Coectors, whorounds, majudit and Risll have the f
Assist theresponsibilinternal cowith applica
Provide ovcredit, markcorporationManagememanageme
Review theensure thagoals and s
Perform ovexternal auauditors acauditors areand personfunctions;
Page 10 of 2
onfidentiality
shall keepn he may ar. He shaled persons
Requiremen
ard shall atnferencing mmission.
all always aws, their ahe Board mndependent
ollowing co
ee.
mmittee sho shall prejority of wsk Committefollowing fu
e Board iity for the ntrol, auditable laws, r
versight oveket, liquidity
n. This funent of infoent activities
e risk manat the relevastrategies o
versight funuditors. It shct indepene given unrnnel to enab
25
y.
p secure acquire or lel not reveawithout the
nt
ttend its regconducted
attend Boarabsence shay, to promt director in
ommittees t
hall consisteferably hahom shall bee shall be
unctions:
in the pefinancial rprocess, a
rules and re
er Managemy, operationction shall
ormation os;
nagement ant activitieof the Comp
ctions over hall ensure dently from
restricted acble them to
nd confidenearn by reaal confidene authority o
gular and sin accorda
rd meetingshall not a
mote transpaall its meet
o assist it
t of at leaave accounbe indepen
an indepen
erformance reporting pand monitoegulations;
ment’s actinal, legal an
include reon risk ex
infrastructus are align
pany;
the corporathat the in
m each othccess to all perform th
ntial all noason of his ntial informof the Board
special meeance with th
s. Unless otaffect the arency, reqtings.
in good co
ast three (3nting, auditndent directondent direc
of its oprocess, syring of com
ivities in mnd other riskegular recexposures a
ure and cuned with the
ration’s inteternal and her and threcords, preir respecti
on-public position ation to
d.
etings in he rules
therwise quorum
quire the
orporate
3) non-t and/or ors. The
ctor. The
oversight stem of
mpliance
anaging ks of the ipt from
and risk
ulture to e overall
rnal and external
hat both roperties ve audit
3.7.
3.7.
3.7.
3.7.
3.7.
3.7.
3.7.
3.7.
3.7.
.1.5.
.1.6.
.1.7.
.1.8.
.1.9. audito
.1.10.
.1.11.
.1.12.
.1.13.
P
Review thewith the obthe audit scit;
Prior to thexternal auand ensureinvolved in duplication
Organize appointmenand conditi
Monitor ancorporationreporting co
Review theors;
Review thebefore theithe followin
i. Anyii. Majiii. Signiv. Goiv. Comvi. Com
requ
Coordinateand regulat
Evaluate aexternal aupaid to thethe total acorporationshall disallduties as independendisclosed in
Establish ato enable hHe shall fCommittee
Page 11 of 2
e annual intbjectives ofcope, resou
he commenuditor the ne proper cothe activity of efforts;
an internant of an indons of its e
nd evaluaten’s internaontrol and i
e reports s
e quarterly, ir submissiong matters:
y change/s jor judgmennificant adjung concern
mpliance wimpliance uirements.
e, monitor ations;
and determuditor, ande external aannual incon’s overall low any noan externance. The n the corpo
and identify him to propfunctionally
e.
25
ternal auditf the corpources and b
ncement ofature, scop
oordination y to secure p
l audit dedependent ngagement
the adequal control nformation
submitted
half-year anon to the B
in accountinntal areas ustments re
n assumptioith accounti
with tax
and facilitate
mine the no review pe
auditor in reome of the
consultancon-audit woal auditor o
non-audit ration’s ann
the reportiperly fulfill h
report dir
t plan to enration. Theudget nece
f the audit,pe and expeif more thaproper cove
epartment, internal audt and remov
uacy and esystem, itechnology
by the inte
nd annual fiBoard, with
ng policies a
esulting fromns ng standard
x, legal
e complian
on-audit woeriodically telation to th
external acy expenseork that wior may pos
work, if nual report.
ng line of this duties arectly to th
nsure its coe plan shallessary to im
, discuss wenses of th
an one auderage and m
and considitor and thval;
effectivenesincluding f
y security;
ernal and
inancial staparticular f
and practic
m the audit
ds and re
ce with law
ork, if anythe non-auheir significauditor andes. The coill conflict wse a threaallowed, s
the Internaland responshe Audit a
onformity include plement
with the he audit, it firm is minimize
der the he terms
s of the financial
external
atements focus on
es
egulatory
ws, rules
, of the udit fees cance to d to the ommittee with his
at to his shall be
Auditor sibilities. nd Risk
3.7.
3.7.2. Nom
Theat ldire
3.7.
3.7.
3.7.
3.7.
3.7.
3.7.
3.7.
.1.14.
mination, E
e Nominatioeast three
ector. The co
.2.1.
.2.2.
.2.3.
.2.4.
.2.5.
.2.6.
.2.7.
P
The Audit performancfree from in
Election an
on, Election (3) voting
ommittee sh
It shall reviall personsthat require
It shall assprocedures
It shall conthe capabil
i. Thehe i
ii. Ageiii. Num
officiv. Pos
Any optimucapacity of The CEOthemselvescorporate independenexecutives directors to
Develop ancorporate Board;
Review andevelopme
Review andcompliance
Develop, complianceof the Com
Page 12 of 2
and Riskce of the wnterference
d Governa
and GoverDirectors,
hall have th
iew and evs nominatee Board app
sess the effes in the elec
sider the foity of a dire
e nature of is a directore of the dirember of cers in othessible confli
um numberf a director t
O and oths to a low
boards. Tnt, non-exein other co
o serve dilig
nd review tgovernance
d monitor tent of directo
d monitor te with legal
review ane manual a
mpany;
25
k Committework of the
by outside
ance Comm
rnance Comone of wh
he following
valuate the d to the Bproval.
ectiveness ction or repl
ollowing guidector to serv
the businesr; ector; directorship
er corporatioct of interes
r of directoto perform h
her executindicative
The sameecutive direorporationsently shall n
the Compane and ma
the trainingors and sen
the Companand regulat
nd monitorpplicable to
ee shall enInternal A
parties.
mittee.
mmittee shaom must bfunctions:
qualificationoard and o
of the Boaracement of
delines in thve as such:
ss of the co
ps/active mons or organst.
rships shalhis duties di
tive directlimit on me
low limiectors who . In any canot be comp
ny’s policieske recomm
g and continnior manage
ny’s policietory require
the codeo the directo
nsure that,Auditor, he
all be compbe an inde
ns of, and sother appoi
rd’s procesf directors.
he determin
orporation o
membershipnizations; a
ll be relatediligently in g
tors shall embership it shall a
serve as ase, the cappromised.
s and pracmendations
nuous profeement;
es and pracements;
e of condors and em
in the shall be
posed of pendent
shortlist, ntments
ses and
nation of
of which
ps and and
d to the general.
submit in other pply to full-time
pacity of
ctices on to the
essional
ctices on
duct or mployees
3.7.
3.7.
3.7.3. Exe
The(3) com 3.7.
3.7.
3.7.
3.7. 3.7.
3.7.
.2.8.
.2.9.
ecutive Com
e Executive voting Dire
mmittee sha
.3.1.
.3.2.
.3.3.
.3.4.
.3.5.
.3.6.
P
Review theCorporate Corporate G
The findingand Goverfor approvain issue sconsiders h
mpensation
Compensaectors, onell have the f
It shall esdevelopingthe remuneand provmanagemecompensatstrategy an
Designate sufficient leare needeapproval of
Develop a pre-employamong othpenalty of shareholdinperformanc
Disallow an
Provide in Commissioconcise ancompensatdirectors apreceding f
Review ofPersonnelinterest, saadvancemeconcerned periodically
Page 13 of 2
e CompanyGovernanc
Governance
gs and recornance Comal; Providedshall not hahis case.
n Committ
ation Comme of whom following fu
stablish a a policy oeration pacvide oversent and othtion is connd control e
the amounevel to attraed to runf the Board
form on Fuyment requhers, shall cf perjury angs that mce of the du
ny director t
the Corporon, informad understantion that mand top foufiscal year;
f existing Handbook
alaries andent direct
with all sty in their res
25
y’s compliance and dise Report.
mmendatiommittee shad that a direave the rig
ee.
mittee shall must be a
unctions:
formal anon executivekages of cosight overher key pensistent witnvironment
nt of remunact and retathe compaof Directors
ull Businessirements focompel all
all their exmay directlyuties once h
to decide hi
ration’s annation and ndable disc
may be paidur (4) man
Human to strengtbenefits p
ives andtatutory reqspective pos
nce with thesclosure re
ns of the Nall be submector whoseght to vote
be composean indepen
d transpare remuneraorporate offr remunerersonnel toth the Cor;
neration, wain directorany success;
s Interest Dior all incom
officers to xisting bus
or indirecired;
s or her ow
nual reportsproxy sta
closure of ald, directly onagement o
Resources hen provisolicies, pro
compliancquirements sts.
e Revised equirements
omination, mitted to thee qualificat
e when the
ed of at leandent direct
rent procedation and foficers and dration of
o ensure thrporation’s
which shall rs and officssfully, su
isclosure asing officersdeclare un
siness interctly conflict
wn remunera
s prescribedatements all fixed and or indirectlyofficers du
Developmions on co
omotion andce of pethat must
Code of s in the
Election e Board ions are e Board
ast three tor. The
dure for or fixing directors
senior hat their
culture,
be in a ers who bject to
s part of s, which, nder the rests or in their
ation;
d by the a clear, variable y, to its ring the
ment or onflict of d career ersonnel be met
3.7.4. Rel
The Relatmemof t
3.7.
3.7.
3.7.
lated Party
ed Party Tmbers, twohe Related
.4.1
.4.2
.4.3
P
y Transac
Transactioo (2) of whid Party Tran
Evaluates and amonall relatedmonitoredcounterpaare capturelationshthe Board
Evaluates undertakecommissiorequiremetransactiocircumstanresources misappliedrisk issueswith the trtakes into (1) The reinterest in (2) The maproposed (3) The ben(4)The avproducts o(5) An assterms andgenerally circumstanprice discdiligence i
Ensures tinformatioauthoritiespolicies ointerest. Tapproach are inconcould aristransactio
Page 14 of 2
ction Com
on Commitich shall bensaction C
on an ongg business
d parties ad, and subsarties (fromured. Relaips shouldand regula
all materin on more ons, inter
ent) to sns with nces and of the d, and to s that mayransactionaccount, a
elated part the transaaterial factaggregate nefits to thvailability or servicessessment
d conditionavailable nces. Thecovery syin determin
that approon is provs relating t
on conflictsThe disclos
to managsistent wi
se as a rens with oth
25
mittee
ttee shall e independ
Committee a
going basisses and co
are continusequent ch
m non-relateted partie
d be reflectators/supe
al RPTs tofavorable
rest ratessuch relat
nonrelated that no
companydetermine
y arise as s. In evalu
among othety’s relatioaction; ts of the pvalue of s
he corporatof other
s; and of whethe
ns that areto an unr companyystem in ning a fair p
opriate divided to rto the coms of intere
sure shoulding materith such pesult of thher related
be compodent directoare as follo
s existing rounterpartiuously idehanges in red to relatees, RPTs ed in the rrvisors;
o ensure theconomic
s, fees, ted partie
ed partieso corpora
are mise any potea result of
uating RPTers, the folnship to t
roposed Ruch transation of the
sources
er the prope compararelated pay should h
place anprice for R
sclosure regulating pany’s RP
est or poted include inal conflict
policies, ahe companparties;
osed of thors. The fuows:
relations bies to ensu
entified, RPrelationshied and viceand chan
relevant rep
hat these terms (e.gtenor, co
es than s under ate or busappropriaential repuf or in conTs, the Comllowing: the compa
RPT, includaction; proposed
of com
posed RPTable to therty under have an end exercis
RPTs;
is made, and supe
PT exposurential confnformationts of intereand conflicny’s affilia
hree (3) nctions
between ure that PTs are ps with e versa) nges in ports to
are not g., price, ollateral
similar similar
usiness ated or tational nection
mmittee
any and
ding the
RPT; parable
T is on e terms
similar effective se due
and/or ervising res, and flicts of n on the est that cts that ation or
3.8.
3.7.
3.7.
3.7.
3.7.5. Eac
amoquaof msuc
3.7.6. TheBoabeeCom
The Chairm
3.8.1. Theincl 3.8.
3.8.
3.8.
3.8.2. Thesepanddelitheipropthe
.4.4
.4.5
.4.6
ch Commitong othe
alifications meetings, ach Committ
e respectivard and shen approvmmittee s
man of the
e duties anude, among
.1.1.
.1.2.
.1.3.
e roles of parate to fosd better capneation of fr election. per checks benefit of in
P
Reports tostatus andwell as the
Ensures twrite-off independe
Oversees tmonitoringincluding procedure
ttee shall er matters
and disquand procedtee.
ve Charterhall not beed by the
shall be pu
Board
nd responsg others, the
Ensure thawith the by-
Supervise coordinatioconsiderati(“CEO”), M
Maintain qinformation the Chairmster an apppacity for infunctions shIf the posand balanc
ndependent
Page 15 of 2
o the Board aggregate total amo
hat transaof expos
ent review o
the implemg, measuri
a periodes.
have a Chs, its puualificationsdures for e
rs of the Ce amendede Board. ublished in
ibilities of e following:
at the meeti-laws or as
the preparon with thon the sug
Management
qualitative an between th
man and Cpropriate bandependenthall be madsitions of thces shall bet views and
25
rd of Directte exposurount of exp
actions witsures areor audit pr
mentation oing, controdic review
harter whicurposes, s, duties aescalation
Committeesd unless su The appn the Corp
the Chairm
ngs of the he may de
ration of thhe Corporggestions ot and the di
and timely he Board an
CEO shall, alance or pot decision-mde between he Chairmae laid down perspectiv
tors on a res to eachosures to a
h related e subject ocess; and
of the systeolling, andw of RP
ch shall decompositio
and responto the Boa
s shall be uch amendproved Chporation’s
man in rela
Board are hem necessa
he agenda rate Secreof the Chiefrectors; and
lines of cnd Manage
as much ower, increamaking by t
the Chairman and CE
to ensure tes.
regular bah related pall related
parties, into a p
d
em for idend reportingPT policie
efine and on, memnsibilities, card of decis
approveddment shaharters o
s website.
ation to the
held in accary;
of the meetary, takinf Executived
communicatment.
as practicaased accouthe Board.
man and CEEO are unifthat the Boa
sis, the arty, as parties;
cluding periodic
ntifying, g RPTs, es and
govern, bership conduct sions of
by the all have of each
e Board
ordance
eeting in ng into e Officer
tion and
able, be untability
A clear EO upon fied, the ard gets
3.9.
3.10.
The Corpo
The CorpoPhilippinesresponsibil
3.9.1. Be minoffic
3.9.2. Be l
3.9.3. Worothe
3.9.4. Hav
3.9.5. If helawsresp
3.9.6. Hav
3.9.7. Infoageaccmat
3.9.8. Attedeaso;
3.9.9. Ensby t
3.9.10. If he
of the
3.9.11. Subswomeesep
The Comp
To ensure appoint a CHe shall pe 3.10.1.
orate Secre
orate Secre, is an oities:
responsibleutes of the cial records
loyal to the
rk fairly ander stakehold
ve appropria
e is not at ts, rules andponsibilities
ve a working
orm the meenda of theurate informtters that re
end all Boaath in the im
sure that althe member
e is also the
said officer
bmit to the orn certificaetings. The
parate filing.
pliance Offi
adherence Complianceerform the fo
Monitorand reg
P
etary
etary, who sofficer of
e for the sameetings oof the corp
mission, vis
d objectivelyders;
ate adminis
the same tid regulation
s;
g knowledg
embers of tir meetings
mation that quire their a
rd meetingmmediate fa
l Board prors; and
e Complian
r as provide
Commissioation aboucertification
cer
to the corp Officer whollowing dut
r compliancgulations of
Page 16 of 2
should be the corpo
afekeeping of the Boardporation;
sion and ob
y with the B
strative and
me the corns necessa
ge of the ope
the Board, s and ensuwill enable
approval;
s, except wamily and se
ocedures, ru
nce Officer,
ed for in this
on, on or beut the diren may be s
porate princo shall repoties:
ce by the coregulatory
25
a Filipino oration. He
and presed and its co
bjectives of
Board, Mana
interperson
poration’s lary in the p
erations of t
in accordaure that the
them to ar
when justifiaerious accid
ules and re
perform all
s Manual.
efore Januaectors’ recoubmitted th
ciples and bort directly
orporation wagencies a
citizen ande shall ha
ervation of tmmittees, a
the corpora
agement an
nal skills;
egal counsperformance
the corpora
ance with te members rrive at intel
able causesdents, preve
egulations a
the duties a
ary 30 of thord of atterough SEC
best practiceto the Chai
with this Mand, if any v
d a residenave the f
the integrityas well as t
ation;
nd stockhold
el, be aware of his dut
ation;
the by-lawshave befo
lligent decis
s, such as,vent him fro
are strictly f
and respon
he followingendance inC Form 17-C
ces, the Boairman of the
anual and tviolations ar
nt of the following
y of the he other
ders and
re of the ties and
s, of the re them sions on
, illness, m doing
followed
nsibilities
year, a n Board C or in a
ard shall e Board.
he rules e found,
ARTICL To enaManagematters Relianccircumsenable given in The infoBoard, The meresponsexpens ARTICL 5.1.
5.2.
3.10.2.
3.10.3.
LE 4: ADE
able the meement shals to be taken
ce on infostances andhim to prop
ndependent
ormation mdisclosures
embers eitsibilities, she.
LE 5: ACC
The Board balanced aand prospeadversely a
Thus, it is eand timely to the stock
Managemethe rules awith the fol
5.2.1. The
the pert
report appropradoptio
Appearcomplia
Issue acorporathere ar
EQUATE A
embers of l provide thn in their me
rmation vod further inperly perfort access to
may include s, budgets, f
her individuhall have ac
COUNTAB
is primarilyand comprehects on a qaffect its bus
essential thainformation
kholders.
ent shall, unand procedulowing guid
e extent of itcorporation
tain to the e
P
the matter riate discip
on of measu
r before thance with th
certificationation’s compre any devia
AND TIMELY
the Board hem with coeetings.
olunteered nquiries maym his dutieManageme
the backgrforecasts an
ually or asccess to in
ILITY AND
y accountabhensible asquarterly basiness, as w
at Managemn that would
nder the supures on finelines:
ts responsibn, with the cexternal aud
Page 17 of 2
to the Boplinary actioures to prev
he Commishis Code; an
n every Janpliance withations, expl
Y INFORM
to properlomplete, ad
by Managy have to s and respo
ent and the C
round or exnd internal f
s a Board, dependent
AUDIT
ble to the sssessment oasis includiwell as repo
ment providd enable the
pervision of ancial repo
bility in the correspondditor, shall b
25
oard and reon on the ent a repeti
ssion whend
nuary 30th oh this Code lain the reas
ATION
y fulfill thedequate and
gement wobe made bonsibilities. Corporate S
xplanation ofinancial do
and in furprofession
stockholdersof the corpoing interim orts to regul
de all membe Board to c
f the Audit aorting and i
preparationing delineat
be clearly ex
ecommend responsibl
ition of the v
n summon
of the year ofor the com
son for such
ir duties ad timely info
ould not beby a memb
Hence, theSecretary.
on matters ocuments.
rtherance oal advice a
s. It shall poration’s per
and other ators that a
ers of the Bcomply with
and Risk Conternal con
n of the fination of the rxplained;
the impose parties aviolation;
ned in rela
on the extempleted yeah deviation
nd responsormation ab
e sufficienber of the Be members
brought be
of their dutat the corpo
provide themrformance, reports tha
are required
Board with ah its respon
ommittee, fontrol in acc
ancial statemresponsibili
sition of and the
ation to
nt of the ar and, if .
sibilities, bout the
t in all Board to shall be
efore the
ties and oration’s
m with a position at could
d by law.
accurate nsibilities
ormulate ordance
ments of ties that
5.3.
5.2.2. An finaof a
5.2.3. On
covconsystinfoand
5.2.4. Therequ
External A
5.3.1. TherecoComshastatappshoBoa
5.3.2. Theserv
5.3.3. Non
conhis auddeabe guidimp
5.3.4. The
earlcorp
5.3.5. If th
the the discaccwhicprelextethe and
effective sancial reportall stockhold
the basis oer, at the mtrols that cotems, inclu
ormation, efd complianc
e corporatiuirements o
Auditor.
e Board, afommend tommission wall provide atements shpointment, ould be reard and rat
e external vices to the
n-audit worflict with hisindepende
dit servicesal with the
alert for delines or
pairing the
e external alier, or the poration, sh
he external reason/s focorporatio
cussion of ounting prich the formliminary copernal auditoreasons fo
d the public
P
ystem of ints and proteders and oth
of the apprminimum, thover the co
uding the reffectivenesse with contr
on shall cof the Comm
fter consulto the stockhwho shall unan objectivehall be pre
reappointmecommendetified by the
auditor shacorporation
k may be gs duties as nce. The s performepotential cany potenpolicies oexternal au
auditor shasigning pa
hall be chan
auditor resior and the dn’s annual any disag
nciples or pmer auditor a
py of the sor before itsor removal c through t
Page 18 of 2
nternal conection of theher stakeho
roved audithe evaluatioorporation’seliability ans and efficieracts, laws,
consistentlymission.
tations withholders an dertake an e assurancepared andment, remed by thee sharehol
all not, at n.
given to than indepencorporatio
ed by its exconflict of ntial confl
on non-aududitor's ob
all be rotatartner of thenged with th
igns, is dismdate of effe and curregreement practices, fand the cor
said report s submissio or changethe compan
25
ntrol that we assets of
olders;
t plans, inteon of the agovernanc
nd integrityency of op rules and r
y comply
h the Audiexternal aindepende
ce on the md presenteoval, and
e Audit Coders.
the same
he external ndent auditoon should xternal audinterest. Tict of inte
dit servicesbjectivity.
ted or chane external e same freq
missed or cectivity of suent reportsbetween hfinancial disrporation fashall be givn. For rem
e should beny website
ill ensure tthe corpora
ernal audit dequacy an
ce, operatioof financia
erations, pregulations;
with the
t and Riskuditor duly nt audit of t
manner by wd to the fees of the
ommittee,
time, prov
auditor, pror, or does ndisclose th
ditor in the The Audit Cerest situas, which co
nged everyauditing firquency.
eases to peuch action s. The repo
him and thsclosures oiled to resoven by the oval of the
e disclosede and requi
the integrityation for the
examinationd effective
ons and infoal and operotection o;
financial r
k Committey accreditedthe corporawhich the fstockholdee external approved
vide intern
rovided it dnot pose a the nature Annual Re
Committee ations, givould be vie
y five (5) yrm assigned
erform his sshall be report shall inhe corporaof audit proolve satisfac
corporatioe external ad to the regred disclos
y of the e benefit
ons shall eness of ormation erational f assets
reporting
ee, shall d by the tion and financial rs. The auditor by the
al audit
does not threat to of non-eport to should
ven the ewed as
years or d to the
services, ported in clude a
ation on ocedures ctorily. A n to the auditor, gulators sures.
5.4.
5.3.6. If thinforeguincorepo
Internal Au
5.4.1. Thewhicthrowithare
5.4.2. TheManrespappsignneeshaStashacom
5.4.3. The
5.4.
5.4.
5.4.
5.4.
5.4.
5.4.
he external ormation stulatory bodomplete, heorts.
uditor.
e corporatioch shall be
ough which h reasonableffective, a
e Internal Anagement aponsibilities
proved by thnificant risk eded or reqall certify thandards on t
all disclose tmplied with t
e Internal A
.3.1 ProvideBoard, the effepromotperformcommuthe acinterna
.3.2 Performaudit p
.3.3 Performand co
.3.4 Performregulatwhich c
.3.5 Reviewthe inte
.3.6 Evaluaare co
P
auditor belatement ody during e shall give
on shall havperformed its Board,
e assurancappropriate
Auditor shaan annual s and perforhe Audit anexposures
quested by at he conduthe Professto the Boardthe said sta
Auditor sha
es an indeAudit Com
ectivenessting the rmance manunicating rtivities an
al auditors,
ms regularplan and/or
ms consultntrol as ap
ms comptions, concould have
ws, audits aernal contr
tes operatonsistent
Page 19 of 2
ieves that ar any repothe period
e his comm
ve in placeby an Inter Managem
ce that its keand compli
all submit report on trmance reland Risk Coms, control is
the Board ucts his activional Practid and Mana
andards.
all have the
ependent mmittee ans of the govright valuenagement arisk and cod informa and Mana
r and specr based on
ting and adppropriate f
pliance auntractual oe a signific
and assessrol system
tions or prwith esta
25
any statemeort filed wd of his
ments or vie
e an indepenal Auditor ent and Stey organizaed with.
to the Audhe internal ative to the mmittee. Thsues and sand Mana
vities in accice of Internagement the
e following
risk-basedd Managemvernance a
es and ethand accou
ontrol informtion amon
agement;
cial audit athe compa
dvisory serfor the org
udit of robligationsant impact
ses the effof all areas
rograms toablished o
ent made inwith the Co
engagemenews on the
endent inteor a group
tockholdersational and p
dit and Risaudit depaaudit plans
he annual rsuch other magement. Thcordance winal Auditinge reasons w
functions:
d assurancment, focusand controhics, (2) enting in themation, an
ng the Boa
as containany’s risk a
rvices relatanization;
relevant la and othe
t on the org
iciency ands of the co
o ascertainobjectives
n an annuaommission nt is incomatter in t
ernal audit of Internal A
s shall be pprocedural
sk Committartment’s as and stratereport shallmatters as he Internal ith the Inter
g. If he doeswhy he has
:
ce servicesing on rev
ol processeensuring ee organizad (4) coordard, extern
ned in the assessmen
ted to gove
aws, ruleer commiganization;
d effectivempany;
n whether and goal
al report, or any
rrect or the said
function Auditors provided controls
tee and ctivities, egies as include may be Auditor
rnational s not, he not fully
to the viewing es in (1) effective tion, (3) dinating nal and
annual nt;
ernance
es and tments, ;
eness of
results ls, and
ARTICL 6.1.
6.2.
6.3.
ARTICL
7.1.
5.4.
5.4.
LE 6: TRA
If necessaror his equworkshop t
The Boardprograms
A director corporate ggovernmen LE 7: STO
STO
The BoardCorporation
7.1.1. Voti 7.1.
7.1.
7.1.
7.1.2. Pre
All sthe TheThestocbe Cor
whetheplanne
.3.7 EvaluaManag
.3.8 Monito
AINING PR
ry, funds shivalent offico operation
d shall havduly recom
shall, befogovernance
nt institute.
OCKHOLDEOCKHOLDE
d shall resn Code, nam
ing Right.
.1.1.
.1.2.
.1.3.
-emptive Ri
stockholdersame is de
ey shall have Articles ofckholders wprotected
rporation Co
P
er the oped;
tes specifement, as
ors and eva
ROCESS
all be allocacer for the
nalize this M
e an annuammended b
ore assumie which sh
ERS’ RIGERS’ INTER
pect the rmely:
Shareholdedirectors anthe Corpora
Cumulative A director minority sh
ight.
rs shall havenied in theve the right f Incorporat
with respect by law so
ode.
Page 20 of 2
erations or
fic operatiappropriat
aluates gov
ated by the purpose o
Manual.
al recurrenby the CFO
ng as suchall be cond
GHTS ANRESTS
rights of th
ers shall hand vote on ation Code.
e voting sha
shall not bareholders
ve pre-empte Articles of
to subscribtion shall lat to the parto long as
25
r programs
ons at thete; and
vernance p
Board uponof conductin
nt training O.
h, be requducted by
ND PROT
he stockhol
ave the rightcertain corp.
all be used i
be removedrepresenta
tive rights inf Incorporatbe to the cay down theticular sharethey shall
s are bein
e request
rocesses.
n recommeng an orien
of at least
ired to attea duly rec
TECTION
ders as p
t to elect, reporate acts
n the electi
d without cation in the B
n accordancion or an a
apital stock e specific riges they hold
not be in
ng carried
of the Bo
endation of tntation prog
four (4) ho
end a semcognized pr
OF MIN
rovided for
emove andin accorda
on of direct
ause if it wBoard.
ce with lawamendment
of the corpghts and pod, all of whn conflict w
out as
oard or
the CFO gram or
ours on
minar on rivate or
NORITY
r in the
replace nce with
tors.
will deny
w, unless thereto.
poration. owers of ich shall with the
7.1.3. Pow All inclwithincl
7.1.4. Righ 7.1.
7.1.
7.1.
7.1.5. Righ
7.1.
7.1.
7.1.6. App
Thepay
wer of Inspe
stockholdeuding minu
h the Corpuding financ
ht to Inform
.4.1.
.4.2.
.4.3.
ht to Divide
.5.1.
.5.2.
praisal Righ
e stockholdeyment of the
P
ection.
rs shall betes of the
poration Cocial stateme
mation.
The stockperiodic reinformationmatters sudealings wand key ofand officers
The minoritthe holdingagenda ppurposes, apractice.
The minoriinformationaccountablshall be alstockholdepurposes” practice.
ends.
Stockholdeto the discr
The corporits retainedcapital stocexpansionwhen the cwith any fforeign, froconsent hashown thacircumstanthere is a n
t.
ers shall hae fair value
Page 21 of 2
e allowed tBoard meeode and sents, withou
kholders sheports whicn about theuch as thewith the corfficers and ts.
ty stockholdg of a meetirovided thand in acco
ity stockhon relating toe for. If notlowed to prs’ meetingand in acco
ers shall haretion of the
ration shall d earnings sck, except:projects or
corporation financial in
om declaringas not beenat such rces obtain
need for spe
ve appraisae of their s
25
o inspect cetings and shall be fu
ut cost or re
hall be prch disclose directors air holdings rporation, rthe aggrega
ders shall bing, and the
he items aordance wit
lders shall o matters ft included, tropose suc, being withordance wit
ave the righe Board.
be compellshall be in a) when j
r programs is prohibite
nstitution og dividendsn secured; retention isning in the ecial reserve
al right or thhares in th
corporate bstock registrnished wit
estrictions.
rovided, upe personal and officers
of the correlationshipate compen
be granted te right to prare for leth law, juris
have accefor which ththen the mi
ch matters ihin the definth law, juris
t to receive
led to declaexcess of justified by approved b
ed under anor creditor,
without its or c) when
s necessacorporatio
e for probab
he right to de manner
books and tries in accth annual
pon reque and profes and certarporation’s s among dnsation of d
the right to ropose itemegitimate bsprudence a
ess to any he manageinority stockin the agennition of “le
sprudence a
e dividends
are dividend100% of its
y definite coby the Boany loan ag
whether consent, a
n it can beary under on, such able continge
issent and provided fo
records ordance reports,
st, with essional
ain other shares,
directors directors
propose ms in the business and best
and all ement is kholders nda of a egitimate and best
s subject
ds when s paid-in orporate
ard or b) reement local or
and such e clearly
special as when encies.
demand or under
7.2.
7.3.
7.4.
7.5.
7.6
7.7
Secfollo
7.1.
7.1.
7.1.
The Board special stoencouragedapprised ahof the by-laabout the v
It is the dimpedimenthem to see
The Boardcosts and participatioinformationsound judg
Although ashall give mitems for corporation
The Boardresult of Shareholdaddition, tbe made a
Investor R
The Boardengagemeshareholde
ction 82 of owing circum
.6.1.
.6.2.
.6.3.
shall continockholders’ d to personhead of timaws, the exevalidity of a
duty of thets to the eek timely re
shall take other adn in meet
n shall be mment on all
ll stockholdminority stodiscussion
n.
d shall enthe vote
ers’ Meethe Minutes
available on
Relations O
d shall appent with iters’ meetin
P
the Corpomstances:
In case anyeffect of chclass of shsuperior toextending o
In case of sother dispoproperty an
In case of m
nue to be trmeetings
nally attend me of their ri
ercise of thproxy shall
e Board to exercise of dress for br
e the approdministrativeings, wheth
made availa matters bro
ers shall beckholders tin the ag
courage aes taken ing publics of the Ann the comp
fficer
oint an Invts sharehong.
Page 22 of 2
oration Cod
y amendmehanging or rhares, or ofo those of or shortenin
sale, lease,osition of and assets p
merger or c
ransparent of the c
such meetight to appoat right shabe resolved
promote tthose right
reach of the
opriate stepe impedimher in perable to the ought to the
e treated eqthe right to genda that
active sharduring thcly availabnnual and pany websi
vestor Relaolders. Th
25
de of the P
ent to the Arrestricting thf authorizinoutstanding
ng the term
, exchange,all or subsrovided in t
consolidatio
and fair in torporation. tings. If theyoint a proxyall not be und in the stoc
the rights ts and proveir rights.
ps to removments to th
son or by stockholde
eir attention
qually or witpropose therelate dire
reholder phe most rble prompSpecial Shite.
ations Offiche IRO sh
Philippines,
rticles of Inche rights of g preferencg shares oof corporate
transfer, mstantially alhe Corpora
n.
the conductThe stoc
y cannot aty. Subject tnduly restricckholder’s f
of the stocvide an ad
ve excessivhe stockho
proxy. Acers to enabln for conside
thout discrime holding oectly to the
participatiorecent Anptly after hareholders
cer (IRO) tohould be p
under any
corporationf any stockhces in any
of any claste existence
mortgage, pll of the co
ation Code;
ct of the annckholders sttend, they to the requicted and anfavor.
ckholders, equate ave
ve or unneolders’ meccurate andle them to eration or a
mination, thof meetings e business
on by maknnual or
the meets’ Meeting
o ensure cpresent at
y of the
has the holder or
respect s, or of
e;
ledge or orporate and
nual and shall be shall be rements ny doubt
remove enue for
ecessary eaningful d timely make a pproval.
he Board and the
s of the
king the Special
ting. In should
onstant t every
ARTICL
8.1.
ARTICL 9.1.
LE 8: RESOF
The Compof its stakefinanciers,which it oCompany
8.1.1. Hav
8.1.2. Havas empstoc
8.1.3. Hav
8.1.4. Hav
8.1.5. Havsupmar
8.1.6. Ensempstak
LE 9: DIS
The esseninternal woand dominassets.
It is therefoadversely ashould be others eartransactionmembers o
The Board dealings. ItExchange the interest
SPECT ATHE COM
pany recogeholders, s, as well aoperates, shall:
ve in place
ve in placean employployees anckholders;
ve in place
ve in place
ve in placeppliers, curket partici
sure that thployees, keholder g
SCLOSURE
ce of corpoorkings of thnant stockh
ore essentiaaffect its viapublicly an
rnings resus, related
of the Board
shall thereft shall causmechanismt of its stock
P
ND PROTMPANY’S S
gnizes its specificallyas the goand othe
a workpla
e a merit-byee stock nd at the s
a commu
an enviro
e policies tustomers, pants;
he Board asuppliers roups.
E AND TRA
orate govehe corporatholders to
al that all maability or thend timely dults, acquis
party transd and Mana
fore commitse the filing
ms for listed kholders an
Page 23 of 2
TECTION STAKEHO
responsibiy, its emploovernment,er key sta
ace develo
based perfoption pla
same time
nity involve
nment-rela
that guidecreditors,
and Managand cus
ANSPAREN
rnance is tion are, themismanage
aterial infore interest o
disclosed. Ssition or disactions, agement,
t at all timeg of all requ
companiesd other stak
25
OF THE ROLDERS
lity to protoyees, sup the envir
akeholder
pment prog
formance an or any aligns thei
ement prog
ated progra
the Compmarket
gement deastomers,
CY
transparence more diffie the corp
mation abof its stockh
Such informsposition o
and direct a
s to full discuired informs and submkeholders.
RIGHTS A
tect the rigpliers, cusronment, tgroups. T
gram;
incentive msuch scher interests
gram;
am;
pany in itsintermedia
al fairly witcreditors
cy. The mocult it will boration or
ut the corpoolders and
mation shouof assets, and indirec
closure of mmation throu
issions to t
AND INTE
ghts and instomers, crthe commuTo this en
mechanismeme that
s with those
s dealings aries, and
th the Comand othe
ore transpabe for Mana
misapprop
oration whicother stake
uld include,off balanc
ct remuner
material infough the appthe Commis
RESTS
nterests reditors, unity in nd, the
m, such awards e of the
with its d other
mpany’s er key
rent the agement priate its
ch could eholders among e sheet
ration of
ormation propriate ssion for
9.2.
9.3.
9.4.
9.5.
9.6.
9.7.
ARTICL 10.1. 10.2.
10.3.
10.4.
The reportsubmitted tCorporation
All disclosprocedure f
The Board shall cause
9.4.1. All dea
9.4.2. The
Tratransigndisc
This manuareasonable
The Compand departemployees process.
An adequasupervisionof the Manu
LE 10: MO
Each comm
The Compmeasure coperformanevaluationshareholdeto the pena
The Boardincluding committeeexternal fa
The establidisclosed ireport thatevaluation
ts or discloto the Comn’s Complia
ed informafor compan
shall comme the filing o
directors alings in th
e corporatinsactions
nsactions inificant RPclosed in it
al shall be ae times on b
liance Offictment head
and relat
ate number n of the Comual per dep
NITORING
mittee shall
pliance Offiompliance
nce of then system ers. Any vio
alty provided
d should the perf
es. Every acilitator.
ishment of sn the Corp
t is applicasystem mus
P
osures reqmmission byance Officer
ation shall y announce
mit at all timof all require
and officee corporat
ion should(RPTs) a
in their MaPTs reviewts Annual C
available forbusiness da
cer shall prods to ensured third p
of printed cmpliance Oartment.
AND ASSE
report regu
cer shall ewith this M Board, thshould a
olation thered under Arti
conduct aormance three year
such evaluaporation’s aable to thest be covere
Page 24 of 2
quired undey the respor;
be releasements as w
mes to fully ed informati
ers shall dion’s share
d disclose and other anual on Cwed and aCorporate
r inspectionys.
ovide copiere the thoroarties, and
copies of thOfficer, with
ESSMENT
ularly to the
establish aanual, the he individallow for eof shall suicle 10 of th
an annual of the C
rs, the as
ation systemannual repoe Corporatioed by a Boa
25
er this Maonsible Com
sed via thewell as thro
disclose mon for the in
isclose/repes within th
its policieunusual
orporate Gapproved dGovernanc
n by any sto
es of the Mough dissemd to likewis
is Manual ma minimum
Board of D
n evaluatiocriteria an
dual directa feedba
ubject the rehis Manual.
self-assesChairman, ssessment
m, includingort (SEC Foon. The adard approva
nual shall mmittee or O
e approvedugh the ann
aterial infornterest of th
port to thehree (3) bu
es governior infreq
Governanceduring thece Report.
ockholder of
anual to almination of se enjoin c
must be repm of at least
irectors.
on system nd processors, and cack mechesponsible o
ssment of individuamay be s
g the featureorm 17-A) odoption of al.
be preparOfficer thro
d stock exnual report.
rmation deahe stakehold
e corporatiusiness day
ing Relatequently oce. The mate year sho
f the Corpo
l directors, f this Manucompliance
produced unt one (1) ha
to determs to determcommittee
hanism froofficer or em
its perforal membesupported
es thereof, or in such such perfo
red and ough the
xchange
alings. It ders.
ion any ys.
d Party ccurring terial or ould be
ration at
division al to all
e in the
nder the ard copy
ine and mine the es. This om the mployee
rmance, rs and by an
shall be form of
ormance