- Shareholders
- Shareholders' Rights
The Board is committed to treat all Shareholders fairly and equitably, and shall recognize, protect and facilitate the exercise of their rights. These rights relate to the following among others:
- Right to Participate in Shareholders’ Meetings
- Shareholders have the right to receive notices for all Annual and Special Shareholders’ meetings including the rationale and explanation for each agenda item which require shareholder approval, at least twenty- eight (28) days prior to the meeting;
- Shareholders shall have the right to attend all Annual and Special Shareholders’ meetings which may be conducted either in person or via remote communication;
- Shareholders shall have the right to vote at all Annual and Special Shareholders’ meetings in accordance with the procedures to be set for such meetings and which shall include voting in person, by digital ballot, by voting in absentia, or by proxy, in each case as may be permitted by law;
- Shareholders shall have the right to be informed of the procedure for attending all Annual and Special Shareholders’ meetings, including registration and voting procedures;
- Shareholders shall have the right to be informed of the results of the votes taken during shareholders’ meetings immediately on the next working day.
- Shareholders shall have the right to send in comments, questions or items to be taken up during the Annual and Special Shareholders’ meetings.
- Right to vote on all matters that require their consent or approval
Shareholders shall have the right to participate in and to be sufficiently informed on decisions concerning fundamental corporate changes such as amendments to the Articles of Incorporation, increase or decrease of the authorized capital stock, in case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the property and assets of the Company, in case of merger or consolidation and in all other cases provided for by law.
Shareholders shall likewise have the right to nominate, elect, remove, or replace directors subject to compliance with the applicable provisions of the Revised Corporation Code, ByLaws, and this Manual.
- Right to inspect corporate books and records
Any Shareholder who desires to exercise his right to inspect corporate books and records of the Company must make a written request addressed to the Corporate Secretary, and stating the specific reason(s) or purpose(s) for the inspection. The exercise of such right may be denied if:
- The requesting shareholder improperly used information obtained during a prior examination;
- The requesting shareholder Is not acting in good faith; or
- There is a reasonable ground to safeguard the interests of the Company, such as when the subject of inspection contains confidential or proprietary information or covered by a confidentiality or nondisclosure agreement which will be violated by the Company if such inspection was allowed. In no case shall the shareholder be allowed to take corporate books and other records out of the principal office of the Company for the purpose of inspecting them. The Corporate Secretary may elevate the request for inspection for the information, approval, or other appropriate action by the Board.
- Right to information
Shareholders shall be provided, upon request, with periodic reports filed by the Company with the SEC (such as the information statement and annual report) which disclose personal or professional information about the Directors and Officers such as their educational and business background, holdings of the Company's shares, material transactions with the Company, relationship with other Directors and Officers and the aggregate compensation of Directors and Officers.
- Right to dividends
Shareholders shall have the right to receive dividends which have been declared and approved by the Board. The Company shall endeavor to pay cash dividends within thirty (30) days after declaration and approval by the Board of Directors.
- Appraisal right
The shareholders shall have appraisal right under any of the following circumstances:
- In case any amendment to the Articles of Incorporation has the effect of changing or restricting the rights of any shareholders or class of shares, or of authorizing preferences in any aspect superior to those of outstanding shares of any class, or of extending or reducing the term of corporate existence;
- In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the property and assets of the Company;
- In case of merger or consolidation; and
- In case of investment of funds in any other company or business or for any purpose other than the primary purpose for which the Company was organized.
- Right to Participate in Shareholders’ Meetings
- Promotion of Shareholders' Rights
- The Board shall be transparent and fair in the conduct of the Annual and Special Shareholders' meetings of the Company. The Shareholders shall be encouraged to personally attend such meetings. If they cannot attend, they shall be 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 shareholder’s favor.
- The Board shall encourage active shareholders participation by allowing shareholders to send in comments, questions and items which may be taken up during the Annual or Special Shareholders' Meeting.
- The Board shall ensure that the voting results during the Annual or Special Shareholders’ Meeting, including approving, dissenting, and abstaining votes for each of the agenda items are disclosed promptly following the said meetings.
- The minutes of the most recent Annual and Special Shareholders’ meetings shall contain attendance details of the Board of Directors.
- The Minutes of the Annual and Special Shareholders’ Meeting shall be made available on the Company’s Website within five (5) business days from the date of the meeting or within such reasonable period as may be allowed under applicable rules and regulations.
- The Company shall appoint an independent party for the counting or validation of the votes during the Annual or Special Shareholders’ Meeting.
- The Company may consider adopting an Alternative Dispute Resolution procedure.
- The Board shall encourage all shareholders to engage with the Company beyond the Annual and Special Shareholders’ Meeting. For this purpose, the Board shall appoint an Investor Relations Officer (IRO) who shall ensure constant engagement with its shareholders. The IRO shall create an Investor Relations Program which shall have as its objective the dissemination to the Shareholders of all material information on the activities of the Company.
- Shareholders' Rights
- Other Stakeholders
The Company shall identify the various Stakeholders and promote cooperation between them and the Company in creating wealth, growth and sustainability.
- The Company shall establish clear policies and programs to provide a mechanism on the fair treatment and protection of Stakeholders.
- The Board shall adopt a transparent framework and process that allows Stakeholders to communicate with the Company and to obtain redress for the violation of their rights. Stakeholders may communicate with the Company through the various Stakeholders touchpoints such as the Investor Relations Office, Office of the Corporate Secretary, Customer Relations Office, the Corporate Communications Group and the Company's Website.
- The Board shall establish policies, programs and procedures that encourage employees to actively participate in the realization of the Company's goals and its governance including but not limited to:
- Health, safety and welfare;
- Training and development; and
- Reward and compensation.
- The Board shall set the tone and make a stand against corrupt practices by adopting an anti-corruption policy and program in its Code of Business Conduct. The same shall be disseminated to all members of the Board of Directors, officers, and employees across the Company through trainings to embed them in the Company's culture.
- The Board shall establish a suitable framework for whistleblowing and ensure its enforcement to allow employees 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 Company shall recognize and place importance on the interdependence between business and communities, and promote a mutually beneficial relationship that allows the sustainable growth of the Company, while contributing to the advancement of the communities where it operates.
- The Company shall employ value chain processes that takes into consideration EESG issues and concerns.