Robinsons Retail Holdings,INC.
Robinsons Retail Holdings,INC.
RRHI At a Glance
Joint Message from the Chairman and President/CEO Group FInancial Highlights
Directory

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 our 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 the Robinsons Retail’s Corporate Governance Manual, follow this link:
https://tinyurl.com/RRHICGManual

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.

Board Committees
Audit and Risk Oversight Committee

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:

  • 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
  • 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.
AUDIT AND RISK OVERSIGHT
COMMITTEE MEMBERS
Name
Cirilo P. Noel Chairman
Rodolfo P. Ang
Enrico S. Cruz
Choo Peng Chee
Cesar G. Romero
AUDIT AND RISK OVERSIGHT
ADVISORY MEMBERS
Name
James L. Go
Robina Gokongwei-Pe

To download the Audit and Risk Oversight Committee Charter, follow this link:
https://tinyurl.com/RRHIAuditandRisk

Managing our Risks

Our ERM Structure

ERM Structure
Responsibilities
Layer_1
Board Duties and Responsibilities

The Board of Directors and its various committees provide oversight and guidance on material risks and mitigation strategies, with ERM specifically guided by the Audit & Risk Committee through bi- annual meetings. The BOD receives regular updates from the ERM Committee, Senior Management and key risk functions.

Layer_1 (1)
ERM Committee

The ERM Committee, led by the Chief Risk Officer (CRO), reviews and assesses the identified enterprise risks in order to formulate plans, establish mitigation strategies and institutionalize monitoring processes both at the business unit and enterprise level.

Alongside the CRO, its current structure is composed of the President & CEO, ensuring that risks and opportunities have high visibility at the top level in operations. The Managing Director of the Supermarket Segment is likewise part of the committee, given its scale of operations and revenue contribution, where any associated risks to the segment would have material impacts to the whole Company.

Lastly, the Vice President for Corporate Planning, Investor Relations, and Head of Sustainability is likewise part of the ERM Committee, with its mandate in strategy development, stakeholder management, and ESG informing the structure of ERM and its related disclosures.

Layer_1 (2)
Senior Management

Members of the Senior Management include the members of the ERM Committee, the Shared Services Heads and other Business Unit Heads. The main responsibility of Senior Management is to establish internal controls and execute procedures to identify, assess and manage events that may pose a risk to the business units of the Company. Related risk functions and risk owners on an operational level are likewise tasked to analyze risks and how to mitigate them. This allows for measures, if necessary, to be implemented in a timely and comprehensive manner when risk events occur.

Layer_1 (3)
The Chief Risk Officer

Robinsons Retail’s Chief Financial Officer concurrently acts as the Chief Risk Officer or CRO, who serves as the direct point person for managing the Company’s material risks. They ensure that all risk management strategies are implemented and monitored at the business unit and enterprise level. Working closely with the Board of Directors Committee on Audit and Risk and members of Senior Management, the CRO relies on the detailed identification and assessment of risks by the key risk owners to effectively implement mitigation measures.

Layer_1 (4)
Climate Change Risks and Opportunities

In 2021, the Company underwent capacity building for its key officers in the Science-Based Targets initiative (SBTi) and Enterprise Risk Management, considering relevant climate issues and trends in sustainability that are material to the business. Using learnings from SBTi, we are reinforcing our data-collection efforts to serve as a baseline for target-setting, and conducting further studies internally for opportunities for absolute reduction that are aligned with the Paris Agreement.

As guidance, we use the Task Force on Climate-Related Financial Disclosures (TFCD) Framework to further improve our disclosures over time, where we take into consideration the key areas of Governance, Strategy, Risk Management, and Targets and Metrics to guide management in our approach to Climate Action. In 2021, we acknowledged that Sustainability is indeed a material aspect of governance, and RRHI’s Board Committee on Corporate Governance was changed to Corporate Governance & Sustainability. This oversees material ESG issues and how they affect the business in the long term.

Robinsons Retail will retain its initially set climate action commitments last 2021 but will be revising it in the next 1-2 years according to the revisions on the guidance in SBTi. We will also be conducting a mapping of our scope 3 GHG emissions in 2023 and will be holding a climate scenario analysis, assessing the physical risks of climate change to our major business hotspots.

In terms of opportunities, as a retailer, the Company constantly seeks potential partnerships to manage environmental impact, such as those to further strengthen its knowledge base on climate risk mitigation, explore potential contributions for renewable energy, and waste management and diversion. It also sees potential opportunities in further promoting sustainable lifestyles through its assortment of energy-efficient products for consumers, as well as sustainably sourced merchandise with lower environmental impact.

As part of our mitigation activities, we have been continually implementing energy-saving practices over the past years in select areas of our operations, such as the shift to energy-efficient bulbs in our stores, inverter technology air-conditioners, and refrigeration systems that make use of refrigerants that have less impact on the environment.

Task Force on Climate-related Financial Disclosures (TCFD) Recommended Disclosures
GOVERNANCE
Board Oversight Management
Climate Change is within the scope of the BOD Committees on Corporate Governance & Sustainability and the Audit and Risk The Corporate Planning Department serves as the primary driver for analyzing and raising awareness of climate risks and opportunities, encouraging the adaptation of responsive initiatives at the business unit level, and crafting climate-related disclosures
STRATEGY
Identified Risks Potential Impacts
Physical damages to facilities and personnel due to extreme weather conditions (Short to Long Term) Increased CAPEX spending for repair, reconstruction, and employee services
Unstable Supply Chains for climate- sensitive goods (Medium to Long Term) Reduction of sales and margins due to unavailability of merchandise
Identified Opportunities Potential Impacts
Initiatives for disaster response and resilience for communities (Short term) Enhanced relationship and reputation with communities being served
Shift to lower-impact lighting and refrigeration (Short to Medium term) Long-term cost savings in operations and lower GHG footprint
Shifts to support renewable energy sources (Medium to Long term)
Resilience and Scenario Analysis
Climate-related risks and opportunities have impacts on the long-term operations of the Company and its strategic direction, as it adapts ways to have greater involvement in climate action. It is currently conducting internal studies using the Science Based Targets Initiative (SBTi) methodologies as guidance for absolute reduction and intensity targets for GHG emissions. Within the next one to two years, RRHI plans to build capacity in the quantification of ESG risks and opportunities in financial terms to serve as guidance in its strategic planning and risk analysis.
RISK MANAGEMENT
Climate Risk Identification Process, Management, and Integration in ERM Climate risks are identified based on the Company’s overall methodology for risk identification embedded in its enterprise risk management manual, which considers its strategic and operational goals. Short-term climate risks, such as physical damages to stores and distribution centers during typhoons, are managed through business continuity plans and budgeting for disaster response. On the other hand, medium to long-term risks is managed with guidance from the Board and Senior Management. The Company also takes into consideration megatrends in corporate sustainability that are applicable or linked to its identified risks, such as the increased focus on climate action in the private and public sectors, GHG visibility in the supply chain, and sustainable communities.
METRICS AND TARGETS
Climate Metrics Energy consumption and intensity through electricity and fuel
Scope 1 and 2 Emissions; Scope 3 (For identification in 2023)
Emissions Total Scope 1 Emissions for 2022: 136,466.4 Metric Tons of CO2 equivalent (MTCO2e)
Total Scope 2 Emissions for 2022: 255,044.5 MTCO2e
Targets Absolute reduction of 5-10% for electricity consumption of facilities with Annual Energy Consumption of more than 4,000,000 kWh per the Department of Energy’s thresholds.
Absolute reduction of GHG emissions by 22.5% by 2030, using 2021 Scope 1 and 2 Emissions as baselines.
Reduction of GHG intensity by 20% by 2030.
RRHI plans to further study its Scope 3 emissions within its supply chain, aiming to solidify its net zero targets in the next 1-2 years.
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
Name
Rodolfo P. Ang Chairman
Enrico S. Cruz
Cirilo P. Noel

To download the Corporate Governance and Sustainability Committee Charter, follow this link:
https://tinyurl.com/RRHICGSustainability

Delegating Authority for Sustainability
delegating-authority

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.

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.

AUDIT AND RISK OVERSIGHT
COMMITTEE MEMBERS
Name
Lance Y. Gokongwei Chairman
Robina Gokongwei Pe
James L. Go
Ian Mcleod
Cesar G. Romero

To download the Remuneration Committee Charter, follow this link: https://tinyurl.com/RRHIRemuneration

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
Name
Enrico S. Cruz Chairman
Rodolfo P. Ang
Cirilo P. Noel

To download the Related Party Transaction Committee Charter, follow this link:
https://tinyurl.com/RRHIRPT

Attendance of Directors in Board Meetings

January 1, 2022 to December 31, 2022

Directors No. of Meetings Attended/Held Attendance Percentage
James L. Go 11/11 100%
Lance Y. Gokongwei 11/11 100%
Robina Y. Gokongwei-Pe 11/11 100%
Ian McLeod 11/11 100%
Choo Peng Chee 11/11 100%
Rodolfo P. Ang 11/11 100%
Cirilo P. Noel 11/11 100%
Enrico S. Cruz* 6/11 54%
Cesar G. Romero* 4/11 36%

*Mr. Enrico S. Cruz was elected as an Independent Director of the Corporation on April 27, 2022 and Mr. Cesar G. Romero was elected as an Independent Director of the Corporation on August 2, 2022.

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

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

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:

  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;
  1. Significant financial, managerial, and operating information is accurate, reliable, and timely;
  2. Significant key risks are appropriately identified and managed; and
  3. 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.

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 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.

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 trainings 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 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.

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

Business Conducts & Ethics Policy Statement
Conflict of Interest The Company’s Code of Business Conduct and Conflict of Interest Policy require employees to make a conscious effort to avoid conflict of interest situations; that his judgment and discretion are 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 who 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 they are involved in.
Receipt of Gifts from Third Parties The Company discourages the acceptance of gifts. However, gifts like advertising novelties may be given or accepted during the Christmas season. There is no restriction in the value of the gift that may be accepted. However, accepted gift with estimated value over Php2,000.00 must be disclosed to the Conflicts of Interest Committee.
Compliance with Laws and 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 the disclosure to 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 ensures the observance, strict implementation and compliance with employment and labor laws and policies with regards to recruitment, employment, retention and benefits of the employees.
Disciplinary Action Violation of any provision of the Code of Business Conduct may result to disciplinary action, including dismissal and reimbursement for any loss to the Company that resulted from the employee’s actions. If appropriate, a violation may result in legal action against the employee or referral to the appropriate government authorities.
Whistleblowing

Any employee, business partner, and other stakeholders may discuss or disclose concerns through the Robinsons Whistleblowing Platform.

* Website: https://tipoffs.com.ph/robinsons-whistleblower/

* Email: robinsons_whistleblower@tipoffs.com.ph

The system is completely confidential as the reporting individual will not be required to reveal their identity unless they choose to do so.

Reported issues will be analyzed and reviewed by trained independent analysts from an external service provider and will be submitted to the confidential authorized users.

In cases where a confidential authorized user is involved in a report, such report will be sent directly to the President and CEO and the involved confidential authorized user will not be able to receive the said report.
Conflict Resolution The Conflicts of Interest Committee submits recommendations on courses of action to be taken on conflicts of interest situations. The decision is done by the Executive Committee.
Company Policies

The complete list of company policies can be accessed publicly through the company’s website:

Code of Business Conduct and Ethics

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 gift only during the Christmas Season. There is no restriction in the value of the gift accepted. However, 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 to 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. Decision is done by the Executive Committee.

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 Whistleblowing Policy are the following:

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.

To provide clear procedures for reporting any actual or suspected violation of Company policies, misconduct, malpractice, irregularities or risks against the Company.

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.

This policy 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 concerns through the Robinsons Whistleblowing Platform.

* Robinsons Whistleblowing Platform: https://tipoffs.com.ph/robinsons-whistleblower/

* Email: robinsons_whistleblower@tipoffs.com.ph

The system is completely confidential as the reporting individual will not be required to reveal their identity unless they choose to do so.

Reported issues will be analyzed and reviewed by trained independent analysts from an external service provider and will be submitted to the confidential authorized users.

In cases where a confidential authorized user is involved in a report, such report will be sent directly to the President and CEO and the involved confidential authorized user will not be able to receive the said report.

Insider Trading Policy

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.

The Company shall abide with 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 (Appendix 1).

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.

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 to material, 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 the Insider Trading Policy, follow this link: https://tinyurl.com/RRHIInsiderTrading

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.

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 the Material Related Party Transactions Policy, follow this link: https://tinyurl.com/RRHIMRPT

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 the Health, Safety, and Welfare Policy, follow this link: https://tinyurl.com/RRHIHSW

Creditors

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 the Protection of Creditors’ Rights Policy, follow this link: https://tinyurl.com/RRHICreditorsRights

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 the Board Diversity Policy, follow this link: https://tinyurl.com/RRHIBoardDiversity

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 the Succession Planning and Remuneration Policy, follow this link:
https://tinyurl.com/RRHISuccessionPlanning

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 the Board Nomination and Election Policy, follow this link:
https://tinyurl.com/RRHIBoardNominationElectio

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, 2022 to December 31, 2022
Date of Disclosure Description
Jan. 3, 5, 6, 7, 10, 11, 12, 13, 14, 17, 18, 19, 20, 21, 25,26, 27, 28, and 31, 2022 Share Buyback Transactions
Jan. 11, 2022 Press release entitled “RRHI Opens 900th Drugstore”
Receipt of Gifts from Third Parties The Company discourages the acceptance of gifts. However, gifts like advertising novelties may be given or accepted during the Christmas season. There is no restriction in the value of the gift that may be accepted. However, accepted gift with estimated value over Php2,000.00 must be disclosed to the Conflicts of Interest Committee.
Jan. 14, 2022 Change in the Shareholdings of Mr. Lance Y Gokongwei
Jan. 24, 2022
  • Press release entitled “ Robinsons Retail to own 100% stake in Ministop Philippines”
  • Clarification of a news article entitled “Report: Japan’s Ministop Co. to sell stake to Gokongweis”
Jan. 27, 2022 Change in Directors - Demise of Ambassador Roberto R. Romulo, one of the Independent Directors of RRHI
Feb. 22, 2022 Acquisition of Shares of Another Corporation - RRHI to own 100% stake in CVS business
March 1, 2022 Press release entitled “Robinsons Retail Doubles Net Income to Parent in Q4 2021”
March 1, 2, 3, 4, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, 21, 22, 23, 24, 25, 28, 29, 30, and 31, 2022 Share Buyback Transactions
March 17, 2022
  • Approval by the Board of Directors of Robinsons Retail Holdings, Inc. (RRHI) of matters relating to: (a) Insider Trading Policy and (b) 2022 Annual Meeting of the Shareholders of RRHI.
  • Notice of Annual Meeting of Stockholders
April 1, 5, 6, 8, 11, 12, 13, 18, 19, 20, 21, 22, 25, 26, 27, 28, and 29, 2022 Share Buyback Transactions
April 27, 2022
  • Election of Mr. Enrico S. Cruz as an Independent Director of RRHI
  • Material Information/Transaction - Approval of the Extension of the Share Buyback Program of RRHI
  • Declaration of Cash Dividends
April 29, 2022 Notice of Analysts’/Investors’ Briefing - RRHI’s 1Q 2022 Unaudited Results Earnings Call
May 2, 4, 5, 6, 10, 11, 12, 14, 16, 17, 18, 19, 20, 23, 24, 25, 26, 27, 30, and 31, 2022 Share Buyback Transactions
May 6, 2022 May 6, 2022 Press release entitled “Robinsons Retail Continues Growth Momentum;
May 13, 2022
  • Results of Annual Meeting of Stockholders
  • Results of Organizational Meeting of the Board of Directors
June 10, 13, 14, 15, 16, 17, 20, 21, 22, 23, 24, 27, 28, 29, and 30, 2022 Share Buyback Transactions
July 1, 5, 6, 7, 8, 11, 12, 13, 14, 17, 18, 19, 20, 22, 25, 26, 27, 28, and 29, 2022 Share Buyback Transactions
July 25, 2022 Notice of Analysts’/Investors’ Briefing - RRHI’s 2Q 2022 Unaudited Results Earnings Call
Aug. 1, 2, 3, 4, 5, 8, 9, 10, 12, 15, 16, 17, 18, 22, 23, 24, 25, 26, 30, and 31, 2022 Share Buyback Transactions
Aug. 2, 2022 Election of Mr. Cesar G. Romero as an Independent Director of RRHI and his appointment as a member of the Audit and Risk Oversight Committee and Remuneration Committee
Aug. 3, 2022 Press release entitled “Robinsons Retail 2Q22 NIAT Doubles as Net Sales Surpass Pre-Pandemic Levels”
Aug. 4, 2022 Material Information/Transactions - Robinsons Retail 2Q22 NIAT Doubles as Net Sales Surpass Pre-Pandemic Levels
Sept. 1, 2, 5, 6, 7, 8, 9, 12, 13, 14, 15, 16, 20, 21, 22, 23, 27, and 28, 2022 Share Buyback Transactions
Sept. 30, 2022 Material Information/Transactions - Approval to enter into an agreement for the merger of BPI and Robinsons Bank
Oct. 6, 2022 Share Buyback Transactions
Oct. 25, 2022 Notice of Analysts’/Investors’ Briefing - RRHI’s 3Q 2022 Unaudited Results Earnings Call
Nov. 9, 2022
  • Press release entitled “Robinsons Retail’s Core Net Earnings Almost Double in 3Q2022”
  • Material Information/Transactions - Robinsons Retail’s Core Net Earnings Almost Double in 3Q2022”
Dec. 1, 6, 7, 9, 12, 13, 14, 15, 16, 19, 20, 21, 22, 23, 27, 28, and 29, 2022 Share Buyback Transactions
Dec. 15, 2022
  • Amended Material Information/Transactions - As an update on the merger of BPI and Robinsons Bank, the exact number of BPI shares to be issued to RRHI has not yet been determined as of this date.
  • Update on Corporate Actions - The exact number of BPI shares to be issued to RRHI has not yet been firmed up as of this date and will be subject to final determination on or before Closing Date.
Dec. 23, 2022 Material Information/Transactions - Merger of Robinsons Convenience Stores, Inc. with Robinson’s Supermarket Corporation effective July 1, 2023
Dec. 27, 2022 Mergers and Consolidations - Merger of Robinsons Convenience Stores, Inc. with Robinson’s Supermarket Corporation effective July 1, 2023

Awards and Recognition

Robinsons Retail

2022 Asia’s Outstanding Companies Poll -

Consumer Discretionary

Asiamoney

2023 Philippines’ Best Employers

Philippine Daily Inquirer, Statista

2023 Bloomberg Gender-Equality Index

Bloomberg L.P.

1 Golden Arrow Award for Corporate Governance

ASEAN Corporate Governance Scorecard,

Institute of Corporate Directors

Best Talent Acquisition Team - Above 10,000

Employees on LinkedIn (finalist)

LinkedIn

Robinsons Supermarket

2022 Most Chosen Retailer Award (4th)

Kantar

Business Partner of the Year

UCC

Plaque of Recognition

Department of Science and Technology-National Food and Nutrition Research Institute

GCash Digital Excellence Award -

Innovation and Growth Award

GCash

Most Outstanding Partner

Globe

17 Gold Bagwis Awards

Department of Trade and Industry

2 Bronze Bagwis Awards

Department of Trade and Industry

4 Labor-Friendly Awards

Department of Labor and Employment,

Department of Trade and Industry

No Brand

1 Gold Bagwis Award

Department of Trade and Industry

1 Bronze Bagwis Award

Department of Trade and Industry

Southstar Drug

1 Gold Bagwis Award

Department of Trade and Industry

1 Bronze Bagwis Award

Department of Trade and Industry

Rose Pharmacy

2022 Rising Star Award

Gokongwei Group Pride in Performance

Excellence in Customer-Centric Culture -

External Customers (3rd place)

Gokongwei Group Pride in Performance

Certificate of Commendation

Local Government Unit of Iloilo City

Certificate of Appreciation

Unilab, Inc.

Certificate of Appreciation

Department of Education - Schools Division of Biliran

Certificate of Appreciation

Local Government Unit of Hilongos, Leyte

Handyman Do it Best

2022 Purchase Award

Do it Best Corp.

Gift-in-Kind Partner Merit Award

Save the Children Philippines

Recognition as Partner

Tahanang Walang Hagdan

Best in Government COVID-19 Response — Certified Active System User of DavNor COVID-19 Information Management System

Local Government Unit of the Province

of Davao del Norte

Eco-Establisyimento

Local Government Unit of Balanga, Bataan

The Marketplace

Best Corporate Fundraising Initiative

Make-A-Wish Philippines

Gift-in-Kind Partner Certificate of Appreciation

Save the Children Philippines

5 Gold Bagwis Awards

Department of Trade and Industry

3 Bronze Bagwis Awards

Department of Trade and Industry

Shopwise

3 Gold Bagwis Awards

Department of Trade and Industry

1 Bronze Bagwis Award

Department of Trade and Industry

True Value

1 Million Club Award

True Value International

Robinsons Appliances

Partnership Award 10 Years

Skyworth Philippines

Outstanding Performance Award

Oppo Philippines

2022 Key Contributor Award

Realme Philippines

Acer Top Select Partner - Silver Award

Acer Philippines

Acer Top 20 Partners Award

Acer Philippines

Plaque of Appreciation

Home Credit Philippines

Savers Appliances

Top 3 Sellout Category - North Luzon

Samsung Electronics Philippines

3 Gold Bagwis Awards

Department of Trade and Industry

5 Silver Bagwis Award

Department of Trade and Industry

2 Bronze Bagwis Awards

Department of Trade and Industry

Membership Associations

Robinsons Retail

Philippine Retailers Association

Robinsons Supermarket

The Consumer Goods Forum

Management Association of the Philippines

Philippine Consumer Centric Traders Association

Supply Chain Management Association of the Philippines

Southstar Drug

Drugstores Association of the Philippines

People Management Association of the Philippines

Philippine Society for Talent Development

TGP

Marketing Executives of the Pharmaceutical Industry

Philippine Business for Social Progress

Philippine Chamber of Commerce and Industry

Philippine Chamber of Pharmaceutical Industry

Philippine Franchise Association

Philippine Pharmacists Association

Uncle John’s

Philippine Franchise Association