The Manual on Corporate Governance (Manual) is the corporate governance charter of the Company. It is a clear statement by the Company, the Board of Directors, Management, Employees, and Shareholders, that corporate governance is a necessary component of what constitutes sound strategic business management. The Manual was approved by the Board at its regular meeting on August 14, 2002, and was submitted and received by the SEC on September 3, 2002. The Manual has since been reviewed, revised, updated and amended by subsequent Board actions in keeping with evolving best practices.
In 2012, the Company amended its Manual to update the Company’s practices in the following areas: (a) Selection of the Board of Directors and Officers; (b) Composition of the Board Corporate Governance Committee; (c) Changes in the Board Risk Management to Board Risk and Reputation Management Committee and (d) Updates to the Board Audit Committee Charter. Most recently, the Board of Directors during its regular board meeting last July 24, 2014, the amendments to the Manual in compliance SEC Memorandum Circular 9-2014. The amended Manual was submitted to the SEC on July 31, 2014, and uploaded to the Company’s website on the same day. Click here for the copy of the Manual.
Amended Manual on Corporate Governance (as of May 31, 2017)
Amended Manual on Corporate Governance (as of January 31, 2019)
The Code of Ethics and Business Conduct (Code) adopted by the Company in 2002 and updated in 2016 sets out how the Executive Management, team leaders, and team members can achieve and maintain ethical standards in the Company’s day to day operations and summarize the Company’s fundamental policies and directives.
Since the approval of the Amended Code, Board of Directors, Team Leaders and Members received training and affirmed their commitments of the Code by signing the Personal Commitment Form.
Please click here for a copy of the Code.
The Board of Directors of the Company believes that it can usefully supplement its ability to make audit decisions effectively and in a timely manner if it can delegate to an Audit Committee the tasks of (1) preparing a strategic audit agenda for the Company and (2) providing oversight over the Company’s financial reporting policies, practices and control, and internal and external audit functions.
Company Policies and Protocols
- Board Protocols
- Information Disclosure Policy
- General Trading Policy
- Guidelines for Nomination and Election of Independent Directors
- Policy on Conflict of Interest Situations
- Policy on Related Party Transactions
- Trading Policy Summary & FAQs
- Whistle-Blowing Policy
Board & Board Committee Charters
Members of the Board annually assess the Board’s and their own individual performance through a Board Assessment Review initiated by the Board Corporate Governance Committee. Results of the Board, Self and CEO Assessments are presented to the Board Corporate Governance Committee and circulated to the Board for their feedback and confirmation.
Consistent with our core values, including respect for individuals and cultures, the Company is committed to a workplace in which all individuals are treated with dignity and respect. Each individual should have the ability to work in an environment that promotes equal employment opportunities and prohibits discriminatory practices, including harassment. Therefore, the Company expects that all relationships among persons in the workplace will be professional and free of bias, harassment or violence.
To this end, the Company has adopted, among other initiatives, an Anti-Sexual Harassment Policy, in accordance with the provisions of Republic Act No. 7877 or the Anti-Sexual Harassment Act of 1995.
The Company treats its people as its greatest and most valuable asset. All employees, regardless of their position, contribute to the Company’s growth as an organization by striving for quality performance. As such, the Company strives to create an atmosphere that will allow all team members to excel and grow through training, value orientation, and motivation for them to achieve their individual aspirations in line with the corporate goals and objectives.
To encourage all team members to adopt their own set of leadership behavior and to employ their inherent creative talents in pursuit of excellence, the Company has set up a Human Resources (HR) Policy which cater to the different needs of employees and likewise serves as a guide to maximize employee contribution.
The Company’s HR Policy is accessible through the Company portal and covers the following:
|• Terms of Employment||• Leaves|
|• Recruitment Procedure||• Loans|
|• Employment Policy||• Retirement Benefits|
|• Team Member Services||• Performance Appraisal|
|• Rules on Working Hours||• Employee Health and Safety|
|• Aboitiz Group Talent Management Program||• Government Mandated Policies|
|• Disciplinary Action||• Miscellaneous Provisions|
|• Termination or Change of Employment||• Information Security Policies|
|• Cash Advance and Expense Reimbursement||• Reputation Management Policies|
|• Compensation & Benefits||• Corporate Governance|