Board of
Directors
Officer & Director
Business Unit
Heads
Justiniano S. Gadia
Celina N. Chua
Robinsons Department Store and Toys’R’Us
Stanley C. Co
Jose Paulo R. Lazaro
Jovito U. Santos
Robinsons Appliances and Savers Appliances
Maria Carmina Pia G. Quizon
Katherine Michelle Q. Yu
- Daiso Japan and Super 50
Paz Regina A. Salgado
Robinsons Department Store Business Center & Financial Products
Edna T. Belleza
GoRobinsons
May Theresa C. Abarquez
TGP
Suresh Ramalinggam
Ministop
Christine O. Tueres
Southstar Drug and Rose Pharmacy
Senior Management
Atty. Gilbert S. Millado, Jr.
Head of Sustainability
Our Leadership
and Corporate
Governance
Corporate governance is the framework of rules, systems and processes of Robinsons Retail that governs the performance of the Board of Directors and Management of their respective duties and responsibilities to the stakeholders. The Revised Corporate Governance Manual, was adopted to institutionalize corporate governance principles as a guide for the daily conduct of business.
We continuously strive to strengthen and improve its corporate governance practices by adopting best practices, which includes building a competent board, aligning strategies with goals, managing risk effectively, adhering to high standards of ethics and integrity, and promoting accountability by defining roles and responsibilities.
As we continue our journey in Sustainability, we are also further strengthening and articulating our policies on Climate Action and Human Rights, to fully realize alignment on a policy level in the recognition of relevant issues in ESG, such environmental protection, climate risk sustainable consumption, gender equality and children’s rights. We are working with closely with the Board and Management across the different Business Units, and have continued to integrate ESG into our policy and operational frameworks.
To download Robinsons Retail’s Corporate Governance Manual, follow this link:
The Board of Directors
The Board of Directors (“The Board”) is primarily responsible for the governance of the Company and provides an independent check on management. It has the duty to foster the long-term success of the Company and to ensure that the Company’s competitiveness and profitability will be sustained in a manner consistent with its corporate objectives for the best interest of the company and its stakeholders
The Board formulates the Company’s vision, mission, strategic objectives, policies and procedures that guide its activities, including the means to effectively monitor Management’s performance. It provides direction and approval in relation to matters concerning the Company’s business strategies, policies and plans, while the day-to-day business operations are delegated to the Executive Committee.
The Board exercises care, skill and judgment and observes good faith and loyalty in the conduct and management of the business and affairs of the Company. It ensures that all its actions are within the scope of power and authority as prescribed in the Articles of Incorporation, By-Laws, and existing laws, rules and regulations. To uphold high standard for the Company, its Shareholders and other Stakeholders, the Board conducts itself with honesty and integrity in the performance of its duties and responsibilities.
Board Duties and Responsibilities
The Company’s Corporate Governance Manual specifies the roles, duties and responsibilities of the Board of Directors in compliance with relevant laws, rules and regulations. In adherence to the principles of corporate governance, the Board is tasked to perform the following:
General Responsibilities
It is the Board’s responsibility to foster the long-term success of the Corporation, and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and in the best interest of the Corporation, its Shareholders and Stakeholders, as a whole.
Duties and Functions
To ensure high standard for the Corporation, its Shareholders and other Stakeholders, the Board shall conduct itself with honesty and integrity in the performance of, among others, the following duties and responsibilities:
- Act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the Company and all Stakeholders;
- Oversee the development of and approve the Company’s business objectives and strategy, and monitor their implementation, in order to sustain the Company’s long-term viability and strength. The Board shall review and guide corporate strategy, major plans of action, risk management policies and procedures, annual budgets and business plans; set performance objectives; monitor implementation and corporate performance; and oversee major capital expenditures, acquisitions and divestitures;
- Oversee the adoption of an effective succession planning program and remuneration policies;
- Adopt policies on board nomination and election that will ensure diversity in board composition in terms of knowledge, expertise and experience;
- Oversee the implementation of a policy and system on RPTs which shall include the review and approval of material or significant RPTs and ensure fairness and transparency of the transactions;
- Oversee the adoption of policies on the selection of Management and Key Officers and the assessment of their performance;
- Oversee the establishment of an internal control system to monitor and manage potential conflicts of interest and an ERM framework to identify, monitor, assess and manage key business risks;
- Annually review, together with Management, the Company’s vision and mission;
- Ensure the Corporation’s faithful compliance with all applicable laws and regulations, and best business practices;
- Establish and maintain an Investor Relations Program that will keep the Shareholders informed of important developments in the Corporation. The Corporation’s CEO shall exercise oversight responsibility over this program;
- Identify the Corporation’s Stakeholders in the community in which it operates or are directly affected by its operations and formulate a clear policy of accurate, timely, and effective communication with them;
- Adopt a system of check and balance within the Board. A regular review of the effectiveness of such system should be conducted to ensure the integrity of the decision-making and reporting processes at all times;
- Ensure that the Corporation has an independent audit mechanism for the proper audit and review of the Corporation’s financial statements by independent auditors;
- Ensure that the Corporation establishes appropriate Corporate Governance policies and procedures pursuant to this Manual and the Governance Code, including but not limited to, policies on conflict of interest, and oversee the effective implementation thereof; and
- Consider the implementation of an alternative dispute resolution system for the amicable settlement of conflicts or differences between the Corporation and its Shareholders, if applicable.
Board Independence
The Board has four independent directors that possess all the necessary qualifications and none of the disqualifications to hold the position, with two independent directors added in 2020. The Company reinforce proper mechanisms for disclosure, protection of the rights of shareholders, equitable treatment of shareholders, and the accountability of the Board and Management are in place. In cases of conflicts of interest, Directors with a material interest in any transaction with the Company abstain from participating in the deliberation of the same.
Board Training and Orientation
The Company ensures that directors are able to perform their functions effectively in this rapidly changing environment to cope with heightened regulatory policies, foreign and local demands, and the growing complexity of the business. Orientation programs are conducted for first-time directors to ensure that new members are appropriately apprised of their duties and responsibilities. This includes overview of the Company’s operations, Code of Conduct, Corporate Governance framework and other relevant topics essential in the performance of their functions. As a matter of continuous professional education, the Company facilitates the training opportunities provided for the Directors and Key Officers.
Board Meetings
The Board schedules meetings at the beginning of the year, holds regular meetings in accordance with its By-Laws and convene special meetings when required by business exigencies. The notice and agenda of the meeting and other relevant meeting materials are furnished to the Directors at least five (5) business days prior to each meeting. Meetings are duly minuted. The Independent Directors shall always attend Board meetings. Unless otherwise provided in the ByLaws, their absence shall not affect the quorum requirement. However, the Board may, to promote transparency, require the presence of at least one (1) Independent Director in all its meetings.
To monitor the Directors’ compliance with the attendance requirements, the Company submits to the Commission an advisement letter on the Directors’ record of attendance in Board meetings.
Attendance of Directors in Board Meetings
Attended/Held
Percentage
The Board Committees
To enable better and more focused attention on the affairs of the Company and aid in the optimal performance of its roles and responsibilities, the Board delegates particular matters to the Board Committees set up for the purpose mainly (a) Audit Committee, (b) Corporate Governance Committee and (c) Board Risk Oversight Committee (BROC).
A. Audit Committee
Audit Committee
2. Antonio L. Go
3. Roberto R. Romulo
4. Samuel Sanghyun Kim
Audit Advisory Member
B. Corporate Governance Committee
Corporate Governance
Committee
2. Roberto R. Romulo
3. Cirilo P. Noel
C. Board Risk Oversight Committee
Board Risk Oversight
Committee
2. Rodolfo P. Ang
3. Cirilo P. Noel
4. Robina Gokongwei-Pe
D. Remuneration Committee
Remuneration Committee
2. Robina Gokongwei-Pe
3. James L. Go
4. Antonio L. Go
5. Ian McLeod
Delegating Authority for Sustainability
In RRHI, the President and CEO of the company, who directly reports to the Board of Directors, has been appointed with oversight over economic, social, and environmental topics. Any top-level directives and decisions are cascaded down to our Corporate Planning team, which in turn disseminates information and strategizes sustainability initiatives with the Business Unit and Shared Services Heads of the company, who then further cascade sustainability to their respective employees. The Corporate Planning Department will facilitate efforts among the Business Units and Shared Services Departments to further foster a culture of Sustainability within the RRHI, facilitate data-gathering and monitoring of ESG metrics, as well as serve as the liaison body between RRHI and the Gokongwei Group on topics and issues related to Sustainability.
Enterprise Risk Management,
Accountability and Audit
The Board oversees Management’s adoption and implementation of a sound risk management framework for identifying, monitoring and management key risk areas. The BOD reviews Management reports with due diligence to enable the company to anticipate, minimize, control and manage risks for possible threats to its operational and financial viability.
Enterprise Risk Management
Through a sound Enterprise Risk Management (ERM) framework, the Company effectively identifies, monitors, assesses and manages key business risks. The framework guides the Board in identifying units/business lines and enterprise level risk exposures, as well as the effectiveness of risk management strategies.
The ERM framework revolves around the following eight interrelated risk management approaches:
- Internal Environment Scanning - it involves the review of the overall prevailing risk profile of the Business Unit (BU) to determine how risks are viewed and addressed by the management. This is presented during the strategic planning, annual budgeting and mid-year performance reviews of the BU.
- Objective Setting - the Company’s Board mandates Management to set the overall annual targets through strategic planning activities, in order to ensure that management has a process in place to set objectives that are aligned with the Company’s goals.
- Event Identification - it identifies both internal and external events affecting the Group’s set targets, distinguishing between risks and opportunities.
- Risk Assessment - the identified risks are analyzed relative to the probability and severity of potential loss that serves as basis for determining how the risks will be managed. The risks are further assessed as to which risks are controllable and uncontrollable, risks that require management's action or monitoring, and risks that may materially weaken the Company’s earnings and capital.
- Risk Response - the Company’s Board, through the oversight role of the Internal Control Group ensures action plan is executed to mitigate risks, either to avoid, self-insure, reduce, transfer or share risk.
- Control Activities - policies and procedures are established and approved by the Company’s Board and implemented to ensure that the risk responses are effectively carried out enterprise-wide.
- Information and Communication - relevant risk management information is identified, captured and communicated in form and substance that enable all personnel to perform their risk management roles.
- Monitoring - the Internal Control Group of the respective Company and BUs and Corporate Internal Audit constantly monitor the management of risks through audit reviews, compliance checks, revalidation of risk strategies and performance reviews.
Risk Assessment Tool
To help Business Units in the Risk Assessment Process, the Risk Assessment Tool, which is a database driven web application, was developed for departments and units to facilitate the assessment, monitoring and management or risks.
The Risk Assessment Tool documents the following activities:
- Risk Identification - is the critical step of the risk management process. The objective of risk identification is the early identification of events that may have negative impact on the Company's ability to achieve its goals and objectives.
- Risk Indicator - is a potential event or action that may prevent the continuity of operations or business
- Risk Driver - is an event or action that triggers the risk to materialize
- Value Creation Opportunities - is the positive benefit of addressing or managing the risk
- Identification of Existing Control Measures - activities, actions or measures already in place to control, prevent or manage the risk.
- Risk rating/Score - is the qualification of the likelihood and impact to the Company if the risk materializes. The rating has two (2) components:
- Probability - the likelihood of occurrence of risk
- Severity - the magnitude of the consequence of risk
- Risk Management Strategy - is the structured and coherent approach to managing the identified risk.
- Risk Mitigation Action Plan - is the overall approach to reduce the risk impact severity and/or probability of occurrence.
Results of the Risk Assessment Process is summarized in a Dashboard that highlights the risks that require urgent actions and mitigation plan. The dashboard helps Management to monitor, manage and decide a risk strategy and needed action plan.
Data Privacy Policy
Data Privacy impacts the rights of customers to the security of their data and it occurs through cashless transactions, participation in any promotional or marketing activities, online transactions, as well as when they access the Company and its subsidiaries’ websites.
RRHI is committed to safeguard our customers’ privacy online and its transparent in the kind of data that is collected. Through our Data Privacy Policy, we inform customers that we collect, store as necessary and analyze their data for trends and statistics to help us provide them with better and secure service.
We define “personal data” as all types of personal information, sensitive personal information and privileged information.
Personal information refers to “any information, whether recorded in a material form or not, from which the identity of an individual is apparent or can be reasonably and directly ascertained by the entity holding the information, or when put together with other information would directly and certainly identify an individual”.
In general, the data is used for any of the following purposes:
- To generate statistical insights to improve the product line and customer experience;
- To respond to specific complaints, inquiries, requests or to provide requested information;
- To provide customer care activities, monitor our quality and security, and provide services timely and efficiently; and,
- To comply with RRHI obligations under law and as required by government organizations and/or agencies such as, but not limited to, the following: NPC, BIR, HDMF or Pag-IBIG, PhilHealth, SSS and so on;
- To comply with legal and regulatory requirements or obligations; and,
- To perform such other processing or disclosure that may be required under law or regulations.
The Data Privacy Policy was crafted in accordance with the Data Privacy Act of 2012 (DPA), its Implementing Rules and regulations (IRR), other issuances of National Privacy Commission (NPC) and other relevant laws of the Philippines.
To know more about our data privacy policy, follow this link:
www.robinsonsretailholdings.com.ph › privacy-policy
Stakeholders Welfare, Transparency,
and Anti-corruption
Robinsons Retail Holdings, Inc. (“The Company”) acknowledges that good corporate governance is essential to build an environment of trust, transparency and accountability necessary for fostering long-term performance, financial stability, business integrity and sustainability of the company for the protection of the interests of shareholders and other stakeholders.
The Company believes that sound and effective corporate practices are fundamental to the smooth, effective and transparent operation of the company, its ability to attract investment and enhance shareholder value. This includes the Company’s commitment to ensure fair and equitable treatment of all shareholders, including the minority, and the protection of their rights that include:
- Right to vote on all matters that require their consent or approval
- Right to inspect corporate books and records
- Right to information
- Right to dividends
- Appraisal right
The Company is transparent and fair in the conduct of the annual and special Shareholders’ meetings. To foster active shareholder participation, the Board sends the with sufficient and relevant information at least fifteen (15) business days before the meeting, compliant with the Securities Regulation Code. The Shareholders are encouraged to personally attend such meetings and those who are unable to attend are apprised ahead of time of their right to appoint a proxy. Subject to the requirements of law, rules and regulations and the By-Laws, the exercise of that right shall not be unduly restricted and any doubt about the validity of a proxy shall be resolved in the favor of the shareholder.
Guided by the principles of fairness, accountability and transparency to the shareholding public, the Company ensures that the result of the votes taken during the most recent Annual or Special Shareholders’ Meeting are made available the next working day. In addition, the Minutes of the Annual and Special Shareholders’ Meeting may be accessed through the Company Website within five (5) business days from the end of the meeting.
Duty to Other Stakeholders
The Company recognizes and places importance on the interdependence between business and society, and promote a mutually beneficial relationship that encourages the Company’s sustainable growth, while contributing to the advancement of the society where it operates. The Company employs value chain processes that take into consideration Economic, Environmental and Social Governance (EESG) issues and concerns.
Customers’ Welfare
The Company adopts customer relations policies and procedures to protect customer’s welfare. This includes providing and making available the customer relations contact information who is empowered to address and attend to customer questions and concerns.
Supplier/Contractor Selection
The Company follows the Supplier Accreditation Policy to ensure that the Company’s suppliers and contractors are qualified to meet its commitments. Apart from the accreditation process, suppliers and contractors also undergo orientation on Company policies and ethical practices.
Employees
The Board also establishes policies, programs and procedures that encourage employees to actively participate in the realization of the Company’s goals and its governance including but not limited to:
- Health, safety and welfare;
- Training and development; and
- Reward and compensation.
The Company abides by the standards and policies set by the Department of Labor and Employment. Likewise, the Company has Security and Safety Manuals that are implemented, reviewed and regularly updated to ensure the security, safety, health, and welfare of the employees in the workplace.
The Company continuously provides learning and development opportunities for its employees through the John Gokongwei Institute for Leadership and Enterprise Development (JG-ILED), the leadership platform for systematic and sustained development programs across the conglomerate. Its mission is to enable a high performing organization that will facilitate the learning process and develop the intellectual and personal growth of all employees through targeted and customized trainings and development programs.
Training on Anti-corruption Policies and Procedures
%
Percentage of employees to whom the organization’s anti-corruption policies and procedures have been communicated to
Percentage of business partner to whom the organization’s anti-corruption policies and procedures have been communicated to
Percentage of directors and management that have received anti-corruption training
Percentage of employees that have received anti-corruption training
The Company is committed to promoting transparency and fairness to all stakeholders. The Board sets the tone and make a stand against corrupt practices by adopting anti-corruption policies and programs. Some of the Company’s Anti-Corruption programs are embodied in the Code of Business Conduct and Ethics, Conflict of Interest, Offenses Subject to Disciplinary Action (OSDA), among others. The same are disseminated to all employees across the Company through trainings to embed them in the Company’s culture. New employees are oriented regarding policies and procedures related to Business Conduct and Ethics and similar policies. All employees are given periodic reminders. Further, all concerned employees of the Conglomerate are required to comply with the Self-Disclosure Activity on Conflict of Interest and Declaration of Gifts Received on an annual basis.
The Company also has an established suitable framework for whistleblowing and ensure its enforcement to allow employees and other stakeholders to freely communicate their concerns about illegal or unethical practices without fear of retaliation, and to have direct access to an independent member of the Board or a unit created to handle whistleblowing concerns.
Business Conduct
& Ethics
Policy Statement
b. fax number 8395-3888
c. mailing address
Must be sent in a sealed envelope clearly marked
"Strictly Private and Confidential-To Be Opened by Addressee Only"
40th Flr. Robinson Equitable Tower
ADB Avenue, Cor., Poveda Road,
Pasig City
Internal Controls
With the leadership of the Company’s Chief Financial Officer (CFO), internal control is embedded in the operations of the company and in each BU thus increasing their accountability and ownership in the execution of the BU’s internal control framework. To accomplish the established goals and objectives, BUs implement robust and efficient process controls to ensure:
- Compliance with policies, procedures, laws and regulations
- Economic and efficient use of resources
- Check and balance and proper segregation of duties
- Identification and remediation control weaknesses
- Reliability and integrity of information
- Proper safeguarding of company resources and protection of company assets through early detection and prevention of fraud.
Adequate and Timely Information
To enable the Directors to properly fulfill their duties and responsibilities, Management provides the Directors with complete, adequate, and timely information about the matters to be taken up in their meetings. Information may include the background or explanation on matters brought before the Board, disclosures, budgets, forecasts, and internal financial documents. If the information provided by Management is not sufficient, further inquiries may be made by a Director to enable him to properly perform his duties and responsibilities.
The Directors have independent access to Management and to the Corporate Secretary. The Directors, either individually or as a Board, and in the performance of their duties and responsibilities, may seek access to independent professional advice within the guidelines set by the Board.
Accountability and Audit
The Board ensures that its Shareholders are provided with a balanced and comprehensible assessment of the Company’s performance, position and prospects on a quarterly basis. Interim and other reports that could adversely affect its business are also made available in the Company website including its submissions and disclosures to the SEC and PSE. Management formulates the rules and procedures on financial reporting and internal control for presentation to the Audit Committee in accordance with the following guidelines:
- The extent of its responsibility in the preparation of the financial statements of the Company, with the corresponding delineation of the responsibilities that pertain to the External Auditor, should be clearly defined;
- An effective system of internal control that will ensure the integrity of the financial reports and protection of the assets of the Company for the benefit of all Shareholders and other Stakeholders;
- On the basis of the approved Internal Audit Plan, Internal Audit examinations should cover, at the minimum, the evaluation of the adequacy and effectiveness of controls that cover the Company’s governance, operations and information systems, including the reliability and integrity of financial and operation information, effectiveness and efficiency of operations, protection of assets, and compliance with contracts, laws, rules, and regulations;
- The Company consistently complies with the financial reporting requirements of the SEC;
- The External Auditor shall be rotated or changed every five (5) years or earlier, or the signing partner of the External Auditing firm assigned to the Company, should be changed with the same frequency. The Corporate IA Head should submit to the Audit Committee and Management an annual report on the Internal Audit department’s activities, responsibilities, and performance relative to the Internal Audit Plan as approved by the Audit and Risk Committee. The annual report should include significant risk exposures, control issues, and such other matters as may be needed or requested by the Board and Management. The Internal Audit Head should certify that he conducts his activities in accordance with the International Standards on the Professional Practice of Internal Auditing. If he does not, the Internal Audit Head shall disclose to the Board and Management the reasons why he has not fully complied with the said documents; and
- The Board, after consultations with the Audit Committee shall recommend to the Shareholders an External Auditor duly accredited by the SEC who shall undertake an independent audit of the Company, and shall provide an objective assurance on the matter by which the financial statements shall be prepared and presented to the Shareholders.
Internal Audit
The Corporate Internal Audit is focused on delivering its mandate of determining whether the governance, risk management and control processes, as designed and represented by management, are adequate and functioning in a manner that provides reasonable level of confidence that:
- Employees’ actions are compliant with policies, standards, procedures, and applicable laws and regulations;
- Quality and continuous improvement are fostered in the control processes;
- Programs, plans, and objectives are achieved;
- Resources are acquired economically, used efficiently, and protected adequately;
- Significant financial, managerial, and operating information is accurate, reliable, and timely;
- Significant key risks are appropriately identified and managed; and
- Significant legislative or regulatory issues impacting the Company are recognized and properly addressed.
Opportunities for improving management control, profitability and the Company’s reputation may be identified during audits.
Company Website
PSE. These are available on the company’s website:
https://www.robinsonsretailholdings.com.ph/
List of Corporate Disclosures / Replies to SEC letters under SEC Form 17-C
June 1, 2019 to December 31, 2020
Date of Disclosure
Description
Adoption of a New Dividend Policy
Election of an Independent Director
Date of Disclosure
Description
Press release entitled “Robinsons Retail’s 1 H 2020 Net Income to Parent at P1.6 billion”
Appointment of the Chairman and members of the Board Committees
Re-allocation of the Use of Proceeds from the initial Public Offering
Share Buyback
Approval by the SEC of the Amendments to the By-Laws
Date of Disclosure
Description
Declaration of cash dividends
Results of Annual Meeting of Stockholders
Results of Organizational Meeting of the Board of Directors