CORPORATE GOVERNANCE
POLICIES
The Company's operations are governed by a well-defined organizational structure supported by comprehensive policies and procedures documented in manuals approved by Management, Board Committees, and the Board.
The Manual on Corporate Governance (the "Manual") is the foundation of the Company's governance policies, which states the responsibilities of the Board, Management and the Company to stockholders and all other stakeholders. It aligns with certain provisions of the Securities and Exchange Commission's (SEC) Memorandum Circular No. 19, Series of 2016, and in a supplementary manner, certain provisions of SEC's Memorandum Circular No. 24, Series of 2019. The Manual was amended and approved by the Board on 11 February 2021.
Read the PolicyThe Code of Business Conduct and Ethics, adopted on 23 February 2011, affirms the Company's commitment to uphold the highest ethical standards in all business dealings. It outlines the guiding principles and values for Directors, Officers, and Employees in performing their duties and managing business relationships.
Read the PolicyThe Conflict of Interest Policy, adopted on 23 February 2011, sets clear expectations for all Directors, Officers, and Employees to uphold integrity, transparency, accountability, and fairness in all transactions. It ensures that all decisions and actions are devoid of bias or partiality and grounded in sound business judgment.
Read the PolicyThe Policy on Gifts, Entertainment, and Sponsored Travel, adopted on 29 November 2016, regulates the acceptance of gifts from third parties to prevent any situation that may compromise the fair, objective, and effective performance of duties. It applies to all Directors, Officers, and Employees to safeguard integrity and avoid conflicts of interest.
Read the PolicyThe Policy on Giving of Gifts, adopted on 10 November 2017, provides guidance and safeguards for offering gifts to government officials and business partners in compliance with applicable laws and Company policies. It requires strict adherence from all Directors, Officers, Employees, and Consultants to uphold integrity and accountability in corporate dealings.
Read the PolicyThe Supplier/Contractor Relations Policy, adopted on 4 February 2015 outlines the principles of vendor accreditation and competitive bidding to ensure fair, transparent, and ethical procurement practices. It requires suppliers to meet standards of capability and legal compliance while delivering best value for the Company.
Read the PolicyThe Insider Trading Policy, adopted on 20 March 2017, regulates the trading of Company shares by executives, officers, and employees with access to material non-public information. It aims to uphold corporate governance and transparency by preventing conflicts of interest and ensuring fair market practices.
Read the PolicyThe Related Party Transactions Policy, adopted on 27 October 2021, sets standards for handling Material RPTs ensuring they are conducted on arm's length terms and in the best interest of the Company. It assigns clear responsibilities to key governance bodies and mandates compliance with disclosure, transfer pricing, and fair dealing requirements to uphold integrity, transparency, and regulatory compliance in all related party dealings.
Read the PolicyThe Policy on Board, Board Committees, and Selected Officers' Performance Assessment, adopted on 24 February 2022, enables the Board to periodically identify strengths and areas for improvement based on assessment results and feedback from its members. These insights contribute to shaping the Company's overall strategy, performance, and future directions. The performance assessment is in compliance with the applicable provisions of the SEC's Revised Code of Corporate Governance and the Company's Manual as approved by the MPTC Board. The assessment forms were approved by the Board on 27 July 2021.
Read the PolicyThe Policy on the Respect for and Protection of the Rights of People, adopted on 26 July 2023, pertains to the Company's commitment to preventing human rights violations across its operations, including engagements with partners, suppliers, and contractors. It ensures that services rendered—whether directly or through subsidiaries—uphold respect for human dignity and comply with applicable human rights standards.
Read the PolicyThis Anti-Bribery and Anti-Corruption Policy, adopted on 26 July 2023, reinforces the Company's commitment to ethical conduct by prohibiting corrupt practices, including corporate gift-giving that may constitute bribery, in line with Republic Act No. 3019 and related regulations. It aims to cultivate a culture of integrity through clear compliance guidelines, supported by appropriate structures, policies, and continuous education and communication initiatives.
Read the PolicyThe Policy on Handling of Whistleblowing Report, adopted on 26 February 2013, encourages employees and stakeholders to report, in good faith, any violations of Company Policies or Corporate Governance rules, questionable accounting practices, or other misconduct. It ensures confidentiality and fairness in handling reports, with resolutions based on the merit of each case.
Read the Policy
EDUCATION AND COMMUNICATION
The Company prioritizes continuous learning and open communication to embed corporate governance principles across all levels. From onboarding orientations for new employees and directors to annual enhancement sessions for senior leadership, the Company ensures that its governance standards remain up-to-date, clearly communicated, and consistently understood across all levels of the organization.
Through targeted programs such as "tone at the top" and "shaping the middle," we cultivate a culture of fairness, integrity, transparency, and accountability. These initiatives, supported by expert insights and regular updates, reinforce our commitment to ethical and transparent business practices.
The Company not only trains to get the right "tone at the top", but also applies efforts to "shape the middle". The Company provides corporate governance training for its middle management and extends its corporate governance enhancement sessions to executives. At the beginning of their engagement, all employees go through a corporate governance orientation.
The Company provides continuous corporate governance training for its directors and senior management. The MVP Group of Companies has organized and conducted various corporate governance enhancement sessions and has invited internationally known and local experts to share insights and interact with the Board and senior management.
At the start of the service of a new director, the Chairman, President and Chief Executive Officer (CEO), Chief Financial Officer, Corporate Secretary, Chief Audit Executive (CAE), and Chief Governance Officer give a newly appointed director a briefing on the Company's structure, business and the responsibilities of the Board and its Committees and how each operates. The new director is also furnished with copies of all relevant information about the Company and policies applicable to the directors, including the Company's Articles, By-Laws, Annual Report, Manual on Corporate Governance, Code of Business Conduct and Ethics and the Charters of the Board Committees. Updates on business and governance policies and requirements as well as new laws applicable or relevant to the company and its business, particularly on financial reporting and disclosures and corporate governance, are presented in Board meetings or furnished to directors.
MONITORING AND EVALUATION
To ensure the effectiveness and integrity of its corporate governance framework, the Company places strong emphasis on monitoring and evaluation as a continuous process. This involves assessing the implementation and impact of various governance policies and programs. Through regular reviews, the Company ensures that these policies are not only compliant with legal and regulatory standards but are also aligned with its core values of fairness, integrity, transparency, and accountability.
The Board conducts a self-assessment each calendar year to evaluate the performance of the Board as a whole, the Board Committees and the individual directors. The process, which includes an evaluation of the performance of the CEO and the CAE, enables the Board to identify strengths, and areas for improvement and to elicit individual directors' feedback and views on the Company's strategy, performance, and future direction.
Education and training are supplemented by the production and dissemination of relevant communication materials. Focus Group Discussions are additionally held in order to: (i) gather employees' perception about the state of the Company's corporate governance culture building efforts and the CGO's education and communication programs; (ii) solicit comments and suggestions on how to further enhance the effectiveness of corporate governance programs; (iii) seek feedback regarding the relevance and effectiveness of past and current CG themes, including the communication medium used; and (iv) receive suggestions and recommendations for possible CG themes in the future, including appropriate materials and medium. The Company also issues periodic Advisories on corporate governance.
The CGO provides interactive platforms to strengthen awareness and promote adherence to governance principles. Online Quizzes are conducted which serves as an engaging learning tool designed to reinforce knowledge of governance policies, ethical standards, and compliance requirements, ensuring alignment with the Company's commitment to integrity and accountability. In addition, an Annual Perception Survey is conducted to assess employees' understanding and perception of the Company's corporate governance practices and programs, supporting continuous improvement initiatives.
The Company's CG policies, including the Manual and the Code of Business Conduct and Ethics, are reviewed at least once every two years to ensure that they are appropriate for the Company, benchmarked with global best practices, and compliant with all applicable laws, rules, and regulations.