Leadership & Governance

Board of Directors

Leadership & Governance

Board of Directors

Lance Y. Gokongwei

Chairman

James L. Go

Vice Chairman

Robina Gokongwei Pe

Director, President & CEO

Ian McLeod

Director

Choo Peng Chee

Director

Antonio L. Go

Independent Director

Rodolfo P. Ang

Independent Director

Cirilo P. Noel

Independent Director

Roberto R. Romulo (†)

Indpendent Director

Business Head Units

Stanley C. Co

Managing Director - Robinsons Supermarket, The Marketplace, Shopwise, and Robinsons Easymart

Celina N. Chua

Group General Manager - Robinsons Department Store and Toys ‘R’ Us

Christine O. Tueres

General Manager - Southstar Drug, Rose Pharmacy, and TGP

Jovito U. Santos

Group General Manager - Robinsons Appliances and Savers Appliances

Maria Carmina Pia G. Quizon

General Manager - Robinsons Department Store & Beauty

Suresh Ramalinggam

General Manager - Ministop

Theodore A. Sogono

General Manager -Handyman Do-It-Best, True Value, Robinsons Builders, Home Plus, and Pet Lovers Centre

Jose Paulo R. Lazaro

General Manager - Robinsons Builders and Home Plus

Katherine Michelle Q. Yu

General Manager - Daiso Japan and Super 50

Paz Regina A. Salgado

General Manager - Robinsons Department Store Business Center and Financial Products

Edna T. Belleza

General Manager - GoRobinsons

Business Unit Heads

Corporate Governance

Robina Gokongwei Pe

Director, President and Chief Executive Officer

Mylene A. Kasiban

Chief Financial Officer

Atty. Rosalinda F. Rivera

Corporate Secretary

Atty. Gilbert S. Millado, Jr.

General Counsel, Compliance Officer, and Data Privacy Officer

Graciela A. Banatao

Treasurer

Stanley C. Co

Managing Director - Robinsons Supermarket, The Marketplace, Shopwise, Robinsons Easymart, and No Brand

Celina N. Chua

Group General Manager — Robinsons Department Store and Toys ‘R’ Us

Maria Carmina Pia G. Quizon

General Manager - Robinsons Department Store & Beauty

Paz Regina A. Salgado

General Manager — Robinsons Department Store Business Center & Financial Products

Christine O. Tueres

Group General Manager — Southstar Drug, Rose Pharmacy, and TGP

Michael G. So

Deputy General Manager — Rose Pharmacy

Benjamin I. Liuson

Vice Chairman — TGP

Wilfred T. Co

Chairman — Handyman Do it Best, True Value, Robinsons Builders, Home Plus, and Daiso Japan

Theodore A. Sogono

General Manager — Handyman Do It Best, True Value, Robinsons Builders, Home Plus, and Pet Lovers Centre

Jose Paulo R. Lazaro

General Manager — Robinsons Builders and Home Plus

Suresh Ramalinggam

General Manager — Ministop

Jovito U. Santos

Group General Manager — Robinsons Appliances and Savers Appliances

Jansen Ivan K. Uy

Deputy General Manager — Savers Appliances

Katherine Michelle Q. Yu

General Manager — Daiso Japan and Super 50

Edna T. Belleza

General Manager — GoRobinsons

Mark O. Tansiongkun

Vice President, Procurement and Administration

Stephen M. Yap

Vice President, Chief Information Officer

Gabriel D. Tagala III

Vice President, Human Resources

Gina Roa-Dipaling

Vice President, Corporate Planning and Investor Relations; Investor Relations Officer; Head of Sustainability

Senior Management

Corporate Governance

Robina Gokongwei Pe

Director, President and Chief Executive Officer

Mylene A. Kasiban

Chief Financial Officer

Atty. Rosalinda F. Rivera

Corporate Secretary

Atty. Gilbert S. Millado, Jr.

General Counsel, Compliance Officer, and Data Privacy Officer

Graciela A. Banatao

Treasurer

Stanley C. Co

Managing Director — Robinsons Supermarket, The Marketplace, Shopwise, Robinsons Easymart, and No Brand

Celina N. Chua

Group General Manager — Robinsons Department Store and Toys ‘R’ Us

Maria Carmina Pia G. Quizon

General Manager — Robinsons Department Store & Beauty

Paz Regina A. Salgado

General Manager — Robinsons Department Store Business Center & Financial Products

Christine O. Tueres

Group General Manager — Southstar Drug, Rose Pharmacy, and TGP

Michael G. So

Deputy General Manager — Rose Pharmacy

Benjamin I. Liuson

Vice Chairman — TGP

Wilfred T. Co

Chairman — Handyman Do it Best, True Value, Robinsons Builders, Home Plus, and Daiso Japan

Theodore A. Sogono

General Manager — Handyman Do It Best, True Value, Robinsons Builders, Home Plus, and Pet Lovers Centre

Jose Paulo R. Lazaro

General Manager — Robinsons Builders and Home Plus

Suresh Ramalinggam

General Manager — Ministop

Jovito U. Santos

Group General Manager — Robinsons Appliances and Savers Appliances

Jansen Ivan K. Uy

Deputy General Manager — Savers Appliances

Katherine Michelle Q. Yu

General Manager — Daiso Japan and Super 50

Edna T. Belleza

General Manager — GoRobinsons

Mark O. Tansiongkun

Vice President, Procurement and Administration

Stephen M. Yap

Vice President, Chief Information Officer

Gabriel D. Tagala III

Vice President, Human Resources

Gina Roa-Dipaling

Vice President, Corporate Planning and Investor Relations; Investor Relations Officer; Head of Sustainability

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 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: https://bit.ly/3LuiHrc

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 standards for the Company, its Shareholders and other Stakeholders, the Board conducts itself with honesty and integrity in the performance of its duties and responsibilities.

The Board of Directors

Corporate Governance

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 reinforces 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 convenes 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 By-Laws, their absence shall not affect

Board Training and Orientation

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.

Board Committees

Audit and Risk Oversight Commitee

This Audit and Risk Oversight Committee Charter (this “Charter”) establishes the purpose, qualifications and membership, structure and operations, duties and responsibilities of the Audit and Risk Oversight Committee (the “Committee”) of Robinsons Retail Holdings, Inc. (the “Company”), and the procedures which guide the conduct of its functions.

The purpose of the Audit and Risk Oversight Committee are as follows:

a. to provide oversight over the Company’s financial reporting, Internal Control System, and Internal and External Audit processes. It shall ensure that systems and processes are in place to provide assurance activities, ensure accurate financial reporting, monitor compliance with laws, regulations and internal policies, determine the efficiency and effectiveness of business operations, and provide the proper safeguarding and use of the Company’s resources and assets; and

b. to oversee the establishment of an ERM framework to identify, monitor, assess and manage key business risks. The ERM framework shall guide the Company in identifying units/business lines and enterprise-level risk exposures, as well as the effectiveness of risk management strategies. It shall be responsible for defining the Company’s level of risk tolerance and providing oversight over its risk management policies and procedures to anticipate, minimize, control or manage risks or possible threats to its operations and performance

Board Independence

Audit and Risk Oversight Commitee

Audit and Risk Oversight Committee Members
1. Antonio L. Go (ID) – Chairman
2. Cirilo P. Noel (ID) – Vice Chairman
3. Roberto R. Romulo † (ID) – Member
4. Choo Peng Chee – Member
5. Rodolfo P. Ang (ID) – Member

Audit and Risk Oversight Advisory Members
1. James L. Go
2. Robina Gokongwei Pe

To download Robinsons Retail’s Audit and Risk Oversight Committee Charter, follow this link: https://bit.ly/3rVLzAQ

Corporate Governance and Sustainability Committee

This Corporate Governance and Sustainability Committee Charter (this “Charter”) establishes the purpose, qualifications and membership, structure and operations, duties and responsibilities of the Corporate Governance and Sustainability Committee (the “Committee”) of Robinsons Retail Holdings, Inc. (the “Company”), and the procedures which guide the conduct of its functions.

The purpose of the Corporate Governance and Sustainability Committee is to oversee the development and implementation of Corporate Governance principles and policies and perform oversight functions on the Economic, Environment, Social and Governance aspects of sustainability. The Corporate Governance and Sustainability Committee shall recommend a formal framework on the nomination, and evaluation of the performance of the Directors Officers and Senior Management to ensure that this framework is consistent with the Company’s culture, strategies and the business environment.

Corporate Governance and Sustainability Committee Members
1. Rodolfo P. Ang (ID) – Chairman
2. Roberto R. Romulo † (ID) – Member
3. Cirilo P. Noel (ID) – Member

To download Robinsons Retail’s Corporate Governance and Sustainability Committee Charter, follow this link: https://bit.ly/3kuD4Zf

Corporate Governance and Sustainability Committee Members
1. Rodolfo P. Ang (ID) – Chairman
2. Roberto R. Romulo † (ID) – Member
3. Cirilo P. Noel (ID) – Member

To download Robinsons Retail’s Corporate Governance and Sustainability Committee Charter, follow this link: https://bit.ly/3kuD4Zf

Remuneration Committee

This Remuneration Committee Charter (this “Charter”) establishes the purpose, qualifications and membership, structure and operations, duties and responsibilities of the Remuneration Committee(the “Committee”) of Robinsons Retail Holdings, Inc. (the “Company”), and the procedures which guide the conduct of its functions.

The purpose of the Remuneration Committee is to formulate a remuneration policy that will enable the Company to attract, retain and motivate senior Management of the quality required to run the Company successfully without paying more than is necessary, having regard to views of the Shareholders and other Stakeholders. The remuneration policy should have regard to the Company’s long-term strategic goals. The Remuneration Committee shall implement the remuneration policy with the authority to enable it, in conjunction with internal and external advisers, to ensure the Board’s objectives are met.

Remuneration Committee Members
1. Lance Y. Gokongwei (NED) – Chairman
2. Robina Gokongwei Pe – Member
3. James L. Go (NED) – Member
4. Antonio L. Go (ID) – Member
5. Ian Mcleod (NED) – Member

To download Robinsons Retail’s Remuneration Committee Charter, follow this link:
https://bit.ly/3OKSp5Z

To download Robinsons Retail’s Remuneration Committee Charter, follow this link:

https://bit.ly/3OKSp5Z

Related Party Transaction Committee

This Related Party Transaction Committee Charter (this “Charter”) establishes the purpose, qualifications and membership, structure and operations, duties and responsibilities of the Related Party Transaction Committee (the “Committee”) of Robinsons Retail Holdings, Inc. (the “Company”), and the procedures which guide the conduct of its functions.

The purpose of the Related Party Transaction (RPT) Committee is to ensure that there is group-wide policy and system governing Material Related Party Transactions (MRPTs), particularly those that breach the materiality threshold.

The policy shall include the appropriate review and approval of MRPTs, which guarantee fairness and transparency of the transactions.

Related Party Transaction Committee Members
1. Roberto R. Romulo † (ID) – Chairman
2. Rodolfo P. Ang (ID) – Member
3. Cirilo P. Noel (ID) – Member

To download Robinsons Retail’s Related Party Transaction Committee Charter, follow this link: https://bit.ly/3rZ9LCw

Attendance of Directors in Board Meetings

January 1, 2021 to December 31, 2021

*Mr. Choo Peng Chee was elected as a Director of the Corporation on July 30, 2021.

Related Party Transaction Committee

Attendance of Directors in Board Meetings

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.

Stakeholders Welfare, Transparency,
and Anti-corruption

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:
1. The right to vote on all matters that require their consent or approval
2. The right to inspect corporate books and records
3. The right to information
4. The right to dividends
5. Appraisal right

Company Policies

Stakeholders Welfare, Transparency, and Anti-corruption

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:

1. Compliance with policies, procedures, laws and regulations
2. Economic and efficient use of resources
3. Check and balance and proper segregation of duties
4. Identification and remediation control weaknesses
5. Reliability and integrity of information
6. 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:

1. 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;

2. 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;

3. 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;

4. The Company consistently complies with the financial reporting requirements of the SEC;

5. 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

6. 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:

1. Employees’ actions are compliant with policies, standards, procedures, and applicable laws and regulations;
2. Quality and continuous improvement are fostered in the control processes;
3. Programs, plans, and objectives are achieved;
4. Resources are acquired economically, used efficiently, and protected adequately;
5. Significant financial, managerial, and operating information is accurate, reliable, and timely;
6. Significant key risks are appropriately identified and managed; and
7. 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.

Notice of Annual and Special Shareholders’ Meeting

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.

Notice of Annual and Special Shareholders’ Meeting

Guided by the principles of fairness, accountability and transparency to the shareholding public, the Company ensures that the results 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 promotes 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.

Customer’s 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.

1. Performance-enhancing mechanisms for employee participation

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 training and development programs.

2. Anti-corruption programs and procedures

The Company is committed to promoting transparency and fairness to all stakeholders. The Board sets the tone and makes 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 training 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 ensures 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.

The anti-corruption programs and procedures of the Company are summarized below:

Company Policies

The complete list of company policies can be accessed publicly through the company’s website:
https://www.robinsonsretailholdings.com.ph/corporate-governance/

Code of Business Conduct and Ethics

Corporate Governance and Sustainability Committee

The Company’s Code of Business Conduct and Conflicts of Interest Policy require employees to make a conscious effort to avoid conflict of interest situations; that his judgment and discretion is not influenced by considerations of personal gain or benefit. A conflict of interest may also occur because of the actions, employment, or investments of an immediate family member of an employee.

Conduct of Business and Fair Dealings
The Company’s employees that recommend, endorse, or approve the procurement or / sale of goods and services should make a conscious effort to avoid any conflict of interest situation in transactions that they are involved in.

Receipt of Gifts from Third Parties
The Company allows the acceptance of gifts only during the Christmas Season. There is no restriction in the value of the gift accepted. However, an accepted gift with estimated value over Php2,000 must be disclosed to the Conflicts of Interest Committee.

Compliance with Laws & Regulations
The Company ensures that all transactions comply with relevant laws and regulations. Any deficiencies are immediately rectified.

Respect for Trade Secrets/Use of Non-public Information
The Company has policies that ensure proper and authorized disclosure of confidential information. Disclosures to the public can only be done after disclosure to the SEC and PSE by the Company’s authorized officers.

Use of Company Funds, Assets and Information
Employees are required to safeguard Company resources and assets with honesty and integrity. Employees must ensure that these assets are efficiently, effectively, and responsibly utilized.

Employment and Labor Laws and Policies
The Company’s Human Resources Unit ensures compliance with employment and labor laws and policies.

Disciplinary action
Violation of any provision of the Code of Business Conduct may result in disciplinary action, including dismissal and reimbursement for any loss to the Company that results from the employee’s action. If appropriate, a violation may result in legal action against the employee or referral to the appropriate government authorities.

Conflict Resolution
The Conflicts of Interest Committee submits recommendations on courses of action to be taken on conflicts of interest situations. Decisions are made by the Executive Committee.

Conflict of Interest Policy

Whistle-Blowing Policy

The Company is committed to conduct business according to the highest ethical and legal standards. In line with this commitment, we encourage employees and business partners to raise concerns about any aspect of the business operation.

The objectives of this policy are the following:

1. To encourage employees, business partners and other stakeholders to report concerns involving actual or suspected violations of Company policies, its code of conduct, criminal or unlawful acts or omissions, and instances when an act or omission endangers the
health and safety of the employees.
2. To provide clear procedures for reporting any actual or suspected violation of Company policies, misconduct, malpractice, irregularities
or risks against the Company.
3. To protect the Whistleblower against any form of retaliation.

The policy shall apply to all employees of the Company, employees of third party service providers, on the job trainees, business partners and other stakeholders of the Company, its subsidiaries and affiliates.

Whistleblowing refers to the act of filing a written complaint/report, by an employee, a business partner of the Company or other stakeholder who, in good faith, reasonably believes that an employee or business partner or stakeholder violated Company policies, or committed any unlawful act or omission or one that is similar to or in the nature of a corrupt practice, unethical behavior, malpractice, misconduct, irregularity or any risk affecting the Company or is aware of any irregularity or circumstances that may have an adverse effect on the Company.

Insider Trading Policy

The Whistleblowing Policy (WBP) shall include, but is not limited to complaints, reports or disclosure of information for acts involving actual or suspected violations of Company code of conduct (i.e. Offenses Subject to Disciplinary Actions – OSDA), Company policies, criminal or unlawful acts or omissions, and instances when an act or omission endangers the health and safety of the employees.

This policy shall apply to serious concerns already brought to the attention of the immediate superior, but not acted upon in accordance with the Company’s standard reporting procedures.

Any employee, business partner and other stakeholders may discuss or disclose in writing any concern on potential violation of the Code of Business Conduct with the Conflicts of Interest Committee (CICOM).

Reports can be made in writing or by email using the following contact details:

* Email: CICOM@jgsummit.com.ph
* Fax: +632 395 3888
* Mailing Address:

CICOM
Robinsons Equitable Tower
ADB Avenue cor P Poveda St.,
Ortigas Center, Pasig City
Metro Manila, Philippines

Reports must be sent in a sealed envelope clearly marked Strictly Private and Confidential: “To Be Opened by Addressee Only”

Reports shall be filed using the Complaint Disclosure Form (CDF).

All information received in connection with the reports or disclosures shall be strictly confidential and shall not be disclosed to any person without prior consent of CICOM

Insider Trading Policy

The Company shall abide by the provisions of law set forth in the Securities Regulation Code and shall implement policies and procedures to prevent the unauthorized disclosure or misuse of material, non-public information in securities trading to preserve the reputation and integrity of the Company.

The objectives are the following:

1. To provide guidelines to promote compliance to the Securities Regulations Code provision relating to the prohibition of fraud, manipulation and insider trading.
2. To maintain the confidence and trust of stakeholders by preserving the reputation of integrity and ethical conduct of the Company as well as all the
persons affiliated with it.
3. To identify the duties of employees and responsible departments in ensuring compliance to the provisions of law and this Policy.

To download Robinsons Retail’s Insider Trading Policy,
follow this link:

https://www.robinsonsretailholdings.com.ph/wp-content/uploads/2022/03/Insider-Trading-Policy.pdf

Insider Trading Policy

This Policy shall cover:

1. This Policy shall apply to Company, its subsidiaries and affiliates.
2. This policy shall apply to all transactions in the Company’s securities as
defined in item 7 under the Definition of Terms.
3. This policy shall cover everyone in the organization who receive, have
access to or in possession of material, non-public information (as defined
in item 5 under Definition of Terms) about the Company including all:

3.1. Members of the Board of Directors;
3.2. Officers;
3.3. Employees;
3.4. Advisors, Agents, Consultants, Contractors and other Stakeholders
as defined in item 8 under the Definition of Terms;
3.5. Related Person as defined item 6 under the Definition of Terms.

4. This policy also applies tomaterial, non-public information relating to any other company with publicly-traded securities, including customers or suppliers obtained in the course of employment with, or the performance of services on behalf of the Company and for which there is a relationship of trust and confidence concerning the information.

To download Robinsons Retail’s Insider Trading Policy,
follow this link:

https://www.robinsonsretailholdings.com.ph/wp-content/uploads/2022/03/Insider-Trading-Policy.pdf

Material Related Party Transactions Policy

The Company shall conduct all Material Related Party Transactions (MRPT) on an arm’s length basis, on fair and reasonable terms and conditions no less favorable than any such terms available to unrelated third parties under the same or similar circumstances.

The purpose of this policy is to protect the Company from conflict of interest by instituting the proper review, approval and reporting of transactions which may be entered in to between or among the Company or any of its subsidiaries, associates, affiliates, joint venture, directors and officers.

Insider Trading Policy

This policy shall cover the review, approval and reporting of transactions which may be entered into between or among the Company or any of its subsidiaries, associates, affiliates, joint venture, directors and officers and the general guidelines to be observed in relation to MRPTs.

To download Robinsons Retail’s Material Related Party Transactions Policy, follow this link:
https://www.robinsonsretailholdings.com.ph/wp content/uploads/2022/02/Material-Related-Party-Transactions-Policy.pdf

Stakeholder’s Health, Safety, and Welfare Policy

Stakeholders
The Company is committed to undertake all reasonable steps to ensure the health, safety and welfare for the best interest of our stakeholders and the communities where we live and work by complying with the provisions of law, industry rules and regulations, standards of independent accreditation bodies where the Company obtained accreditation, and contractual obligations.

This policy aims to:
1. Provide a guiding principle to ensure health, safety and welfare of the
Company’s stakeholder.
2. Identify responsibility and accountability of every personnel and department in
the organization to ensure the health, safety and welfare of stakeholders.
3. Integrate health and safety practices in all activities to ensure
efficiency and quality of products and services.

This policy shall define the guiding principles and responsibilities for managing health, safety and welfare of the stakeholders of Robinsons Retail Holdings, Inc. (RRHI), its subsidiaries and affiliates.

To download Robinsons Retail’s Health, Safety, and Welfare Policy, follow this link:
https://www.robinsonsretailholdings.com.ph/wp-content/uploads/2022/02/Health-Safety-and-Welfare-Policy-6.pdf

Stakeholder’s Health, Safety, and Welfare Policy

Creditors
The Company is committed to undertake The Company upholds creditors’ right by honoring contracted obligations and providing information required under the Revised Disclosure Rules and the Securities Regulation Code, if applicable, audited financial statements prepared compliant with applicable financial reporting standards, and other periodic reports compliant with the provisions of law, loan covenants and other regulatory requirements.

This policy aims to:
1. Provide the guiding principles to ensure protection of creditors’ rights.
2. To identify the duties of responsible departments in protecting the
rights of creditors.

This policy shall cover the documentation, reporting and disclosure requirements to promote transparency for the protection of the rights of creditors of Robinsons Retail Holdings, Inc. (RRHI), its subsidiaries and affiliates.

To download Robinsons Retail’s Protection of Creditors’ Rights Policy,
follow this link:
https://www.robinsonsretailholdings.com.ph/wp-content/uploads/2022/02/Policy-on-the-Protection-of-Creditors-Rights-RRHI.pdf

Board Diversity Policy

The Company recognizes the benefits of having a diverse Board and its value in maintaining sound corporate governance while achieving strategic objectives and sustainable growth.

The Board Diversity Policy (“the Policy”) establishes the approach to realize diversity of Board membership on an on-going basis.

The Policy applies to the Board of Directors. It does not apply to diversity in relation to employees of Company, which is covered by the internal guidelines of the Company’s Human Resources Department.

To download Robinsons Retail’s Board Diversity Policy, follow this link:
https://www.robinsonsretailholdings.com.ph/wp-content/ uploads/2022/02/Board_Diversity_Policy.pdf

Succession Planning and
Remuneration Policy

The Company shall ensure its continued effective performance and sustained growth through leadership continuity for the benefit of all its stakeholders.

The objectives of the Succession Planning Programme are:

1. To identify and nominate suitable candidates for the Board’s approval to fill the vacancies that arise from time to time.
2. To identify the competency requirements of critical and key positions, assess potential candidates and develop required competency through planned
developments and learning initiatives.
3. To identify the key job incumbents in Senior Managerial positions and recommend whether the concerned individual may be granted an extension of term/service, or be replaced with an identified internal or external candidate or there is a need to
recruit suitable candidate/s.
4. To ensure the systematic and long-term development of individuals in the senior management level as ready replacement when the need arises due to deaths, disabilities, retirements and other unexpected occurrence.

To download Robinsons Retail’s Succession Planning and Remuneration Policy, follow this link:
https://www.robinsonsretailholdings.com.ph/wp-content/uploads/2022/02/Succession_Planning_and_Remuneration_Policy.pdf

Board Nomination and
Election Policy

The Board recognizes the importance of having a qualified and competent Board to achieve Company objectives as well as to protect the interest of all its stakeholders and shall ensure that proper nomination and election process is in place to attain this.

The objective of this policy is to institute policy and process for the nomination and election of the Board of Directors. The Policy applies to the nomination and election of the Board of Directors.

To download Robinsons Retail’s Board Nomination and Election Policy, follow this link:
https://www.robinsonsretailholdings.com.ph/download.php?file=media/files/2018/06/Board_Nomination_and_Election_Policy.pdf

Board Assessment

Members of the Board conduct collective and individual annual assessment of the Board performance through a Board Assessment Review initiated by the Corporate Governance Committee. Results of the Board and Committee Assessments are presented to the Board Corporate Governance Committee and circulated to the Board for their feedback and confirmation.

Company Website

The Company updates the public with operating and financial results through timely disclosures filed with SEC and 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

January 1, 2021 to December 31, 2021

ESG Data Tables

*2019 data excludes consumption from Shopwise and The Marketplace due to the unavailability of data.

*Board of Directors and Senior Management who have undergone AMLA Training

*Dividends + interest payments

*Vulnerable sector includes elderly, persons with disabilities, vulnerable women, refugees, migrants, internally displaced persons, people living with HIV and other diseases, solo parents, and the poor or the base of the pyramid (BOP, Class D and E).