CORPORATE GOVERNANCE
Key Mandates
Guided by the principles of fairness, integrity, transparency, and accountability, our governance framework plays a critical role in championing ethical and sustainable practices.
The Board of Directors is mandated to enhance stockholder value by fostering the long-term success of the Company and sustaining its competitiveness and profitability in a manner consistent with the Company's vision, mission, and corporate objectives.
The Chairman of the Board serves to represent the interests of all Shareholders and Stakeholders, and to oversee the performance of the Board and its Directors. He champions exemplary ethical governance principles for Directors, Officers, and Employees to emulate and likewise espouse.
The Management is headed by the President and CEO. It is responsible for the Company's successful implementation of the strategy and direction as approved by the Board and exercises control over the Company's processes and effective execution of strategies that facilitate performance that are attuned to the Company's business environment, and culture.
The Corporate Secretary, under the direction of the Chairman, is responsible for ensuring that good information flows within the Board and Board Committees and between Management and Non-Executive Directors.
The Board is likewise assisted by the Company's Compliance Officer who has the duties to monitor, review, evaluate and ensure the compliance by the Company, its Officers and Directors with the relevant laws, rules and regulations and all governance issuances of regulatory agencies and report violations thereof to the Board and recommend the imposition of appropriate disciplinary action.
The Corporate Governance Office (CGO) attests to the Company's dedication to pursue excellence in corporate governance. The CGO directly reports to the Governance and Risk Committee and is headed by the Chief Corporate Governance and Risk Officer. Its mandate is to support the Board of Directors and Management in the formulation and implementation of CG plans, programs and initiatives, and in monitoring compliance among the ranks to achieve the highest standards of competence and ethical culture among Directors, Officers and Employees.
The Internal Audit team directly reports to the Audit Committee and is headed by the Chief Audit Executive. The role of the Internal Audit is to provide independent, objective assurance, and consulting services to the Management designed to add value and improve the Company's operations. The role also includes ensuring the adequacy of the network of risk management, control, and governance processes.
Board Committees
Management, together with the following Board Committees, support the Board in discharging its responsibilities. The Company has created the Audit Committee, Nomination, Compensation, and Remuneration Committee, Governance and Risk Committee, and Finance Committee through their respective Board Charters.
The Nomination, Compensation and Remuneration Committee was established to perform functions on: (1) Nomination, which includes the formulation and implementation of a transparent and inclusive Directors' nomination and election policy for the Board's consideration, review and evaluation of the qualifications of all persons nominated by the shareholders to the Board and other appointments that require Board approval, assessing the effectiveness of the Board's processes and procedures in the election or replacement of Directors, assessing the Board's effectiveness in the process of replacing or appointing new Directors and/or members of the Board Committee and implementing the approved nomination procedure; and (2) Compensation and Remuneration, which includes assisting and advising the Board of Directors with respect to the establishment of a formal and transparent procedure for developing a policy on remuneration of Directors and officers to ensure that their compensation and other emoluments and benefits, if any are consistent with the Company's values, culture, strategy, and the business environment in which it operates.
Members:
The Nomination, Compensation and Remuneration Committee is composed of Manuel V. Pangilinan as Chairman (NED), Jose Ma. K. Lim (NED), and Artemio V. Panganiban (ID).
The Nomination, Compensation and Remuneration Committee is composed of Manuel V. Pangilinan as Chairman (NED), Jose Ma. K. Lim (NED), and Artemio V. Panganiban (ID).
The Finance Committee of the Company is established to safeguard the financial stability and integrity of the Company and its subsidiaries, joint ventures and associates by providing oversight to and strategic guidance on the Company's financial policies and strategies, including capital structure, dividend policy, acquisitions and divestments, treasury management, tax strategy and compliance, financing proposals and material procurement, among others. The Committee shall report directly to the Company's Board of Directors.
Members:
The Finance Committee is composed of Manuel V. Pangilinan as Chairman (NED), Jose Ma. K. Lim (NED), June Cheryl A. Cabal-Revilla (NED), Artemio V. Panganiban (ID), and Arlyn S. Villanueva (ID).
The Finance Committee is composed of Manuel V. Pangilinan as Chairman (NED), Jose Ma. K. Lim (NED), June Cheryl A. Cabal-Revilla (NED), Artemio V. Panganiban (ID), and Arlyn S. Villanueva (ID).
The Audit Committee is established to provide independent oversight of the Company's governance, risk management, and internal control practices. This oversight mechanism also serves to provide confidence in the integrity of these practices. The Audit Committee performs its role by providing independent oversight to the governing body, including the Board of Directors.
Members:
The Audit Committee is composed of Arlyn S. Villanueva as Chairman (ID), Artemio V. Panganiban (ID), and June Cheryl A. Cabal-Revilla (NED).
The Audit Committee is composed of Arlyn S. Villanueva as Chairman (ID), Artemio V. Panganiban (ID), and June Cheryl A. Cabal-Revilla (NED).
The creation of a Governance and Risk Committee as a Board-level committee was established to ensure compliance with the MPTC Revised Manual on Corporate Governance, the Revised Corporation Code and other relevant and related laws, issuances, rules and regulations. More importantly, the Committee is established to ensure that the Board is able to practice sound Corporate Governance, as an ever-evolving concept and discipline that includes Enterprise Risk Management and Sustainability.
Members:
The Governance and Risk Committee is composed of Artemio V. Panganiban as Chairman (ID), Arlyn S. Villanueva (ID), and June Cheryl A. Cabal-Revilla (NED).
The Governance and Risk Committee is composed of Artemio V. Panganiban as Chairman (ID), Arlyn S. Villanueva (ID), and June Cheryl A. Cabal-Revilla (NED).
KEY STAKEHOLDERS
We recognize the value of our various stakeholders as an integral part of good corporate governance and building a mutually beneficial future.
Shareholders
The Company recognizes its responsibility to protect its shareholders' rights by creating value and ensuring sustainable growth in business. The Company upholds their rights to obtain relevant information about the Company on a timely and regular basis. The Company's financial performance is regularly reported, and these reports are immediately made public through press releases and postings in the Company's website.
Customers
The Company continually strives to satisfy its customers' expectations and concerns. We continuously engage with our customers through various touchpoints with the end in view of knowing and understanding our customers' needs, promptly addressing their concerns and identifying areas where we could further enhance customer experience.
Employees
The Company is committed to employee development and welfare through fair compensation, career advancement programs, health and safety provisions, and continuous learning opportunities. It also fosters high employee engagement by implementing initiatives based on survey results, encouraging open communication, and promoting accountability and empowerment through active feedback mechanisms.
Suppliers
The Company maintains mutually beneficial relationships with suppliers who share its core values of fairness, accountability, integrity, and transparency, guided by its Supplier/Contractor Relations Policy. Suppliers undergo a rigorous accreditation process based on financial and technical capability, legal compliance, and ethical standards, with purchases generally made through competitive bidding among qualified vendors.
Communities and Environment
The Company actively engages with communities, including those directly impacted by its operations, through CSR initiatives in education, livelihood, health, disaster preparedness, and environmental protection. It also upholds environmental stewardship by complying with relevant regulations, implementing sustainability projects to reduce waste and carbon footprint, and integrating sustainability into its business strategies through regular performance monitoring.
Creditors
In accordance with the Code, we protect the rights of our creditors by publicly disclosing all material information, such as earnings results and risk exposures relating to loan covenants.
Reports
The following are the Company's Corporate Governance-related reports. Other reports required by the Philippine Securities and Exchange Commission is found at the Investor Relations webpage.
Corporate Governance related reports and documents will be listed here.
Annual Corporate Governance Enhancement Session reports and documents will be listed here.