Corporate Governance

The MPTC Group

Corporate Governance

Adherence to the highest standards of Corporate Governance is an integral part of the way we do business at Metro Pacific Tollways Corporation (“Tollways”).

In accordance with our principles of good governance and in support of MVP Group of Companies’ corporate governance principles, Tollways is dedicated to doing business in accordance with the highest standards of ethics.

Our company, directors, officers and employees strive to promote a culture of good corporate governance and responsible management practices, by observing and maintaining our core business principles of accountability, integrity, fairness and transparency in our relationships among ourselves and with our customers, suppliers, competitors, business partners, regulators, and the public.

Tollways believes that the reward of good governance is not just recognition but the continuous improvement on Company operations, breakthrough performance and sustainable growth that will serve the best interest of all our stakeholders.

What is Corporate Governance?

Simply, governance is about oversight of organizational processes and practices with independence and accountability.

When applied to business, it is referred to as Corporate Governance. Corporate governance, then, is a set of rules that directs the relationships and practices of everyone in a company and in the community in which it does business. These rules ensure that honest decision making and transparent and accountable practices are maintained by the company and all its personnel.

Good corporate governance is a requisite to a good listed company. Companies who turn to outside sources of capital need to demonstrate sound governance to investors and lenders.

TONE FROM THE TOP:

“Governance is everyone’s business – the Board, top management, middle management and rank and file. For us, Corporate Governance is not just a set of rules to comply with. It must be a way of life, a set of habits, an attitude – indeed a culture – that will ensure success and prosperity for the long term.” – Mr. Manuel V. Pangilinan

Why is Corporate Governance Important?

Regulators require this. As a Filipino company, Tollways follows the corporate governance rules of the Philippine Securities and Exchange Commission (PSEC). The Manual on Corporate Governance, which institutionalizes the corporate governance principles committed to by the Company, is a PSEC requirement.

Principles and Values?

Fairness – We shall uphold the value of justice and fair play amongst everyone we deal with, both internally and externally.

Integrity – We shall act righteously, morally, and legally. We shall uphold the simple truth ‘honesty is the best policy’ and endeavor to act under the highest standards of ethics.

Transparency – We shall uphold the value of truthfulness in everything we do as we provide and disclose accurate material information in a timely manner.

Accountability – We shall take full responsibility for all our business decisions, actions/inactions, and conduct, and shall perform our duties and functions with utmost responsibility, integrity, honesty, loyalty and efficiency. We are accountable to the Company and its stakeholders (employees, customers, shareholders and business partners) all of whom we vow to serve to the best of our ability.

Manual on Corporate Governance

Manual on Corporate Governance

Governance Structure

The following are the key players in ensuring the application of good governance practices and policies within Tollways:

Compliance Officer

To ensure adherence to corporate principles and best practices, the Board shall designate a Corporate Governance Officer as a Compliance Officer who shall monitor compliance and determine violations by the Company with the provisions and requirements of the Manual on Corporate Governance, and the rules and regulation of regulatory agency.

Board of Directors

The Board of Directors (the “Board”) is primarily responsible for the governance of the Company. Corollary to setting the policies for the accomplishment of the corporate objectives, it shall provide an independent check on Management.

Shareholders

Tollways recognizes its responsibility to protect its shareholders’ rights by creating value and ensuring sustainable growth in business. Tollways upholds their rights to obtain relevant information about Tollways in a timely and regular basis. Tollways’ financial performance are regularly reported and these reports are immediately made public through press releases and postings in the MPTC’s website.

Employees

The Company is further committed in sustaining and/or further enhancing the high level of engagement of employees. Guided by the results of an employee engagement survey conducted, focused and deliberate initiatives are undertaken to help ensure employees job satisfaction and motivation.

Subsidiaries

Tollways continues to strengthen the good governance practice of its subsidiaries by strongly advocating the need for each subsidiary to adopt its own Manual of Corporate Governance and Code of Ethics.

Other Stakeholders

Tollways seriously considers the impact of business decisions on the interests of its shareholders and other stakeholders. The Company also protects and maintains good relations with its suppliers and creditors based on mutual respect and benefit. The Company strives to foster long-term stability, direct and open relation, and continuous development with suppliers to attain

Policies and Procedures

These policies were based on best Corporate Governance practices and adapted to the Tollways’ business environment:

Corporate Governance Manual is the foundation of Tollways’ governance policies, which states the responsibilities of the Board, Management and the Company to stockholders and all other stakeholders. It complies with the SEC Code of Corporate Governance under SEC Memorandum Circulars No. 2 Series of 2002, No. 6 Series of 2009. The Corporate Governance Manual was adopted by unanimous vote of the Board of Directors on February 23, 2011.

Code of Business Conduct and Ethics establishes the commitment of everyone in the Company to do business according to the highest standards of ethics. The Code decrees the principles and values which shall guide and govern all decisions and actions of the Company’s Directors, Officers, and Employees when performing their respective duties and responsibilities, and all of the Company’s business relationships. This Code was approved by the MPTC Board on February 23, 2011.

Conflict of Interest Policy sets requirements for all directors, officers and employees to observe the highest degree of transparency, selflessness and integrity in the performance of their duties, free from any form of conflict with personal interest. This was approved on February 23, 2011.

Policy on Gifts, Entertainment and Sponsored Travel regulates the acceptance of gifts offered and given by third parties to prevent all directors, officers and employees from putting themselves in situations that could affect the fair, objective and effective performance of their duties. The gifts memorandum became effective on November 22, 2010 and the official policy was approved on November 29, 2016.

Policy on Gift Giving Activities provides guidance and procedural safeguards with respect to giving gifts to government officers/officials and business partners for or on behalf of Tollways in accordance with applicable laws and Company policies. Directors, officers, employees and consultants are enjoined to strictly comply with this Policy. This was approved on November 10, 2017.

Policy on Handling of Employee Whistleblowing provides guidelines on handling employee disclosure or complaints of violation of rules pertaining to the aforestated matters, protects whistleblowers from retaliation and ensures confidentiality and fairness in the handling of a disclosure or complaint. This policy was approved and adopted by the Board of Directors on February 26, 2013.

Supplier-Contractor Relations Policy seeks to ensure that the Company upholds the highest professional standards in business practices and ethics in its dealings with suppliers and contractors in the procurement of goods and services. The policy also seeks to maintain Tollways’ reputation for equal opportunity and honest treatment of suppliers in all business transactions. It establishes clear rules for arm’s length transactions and fair treatment of prospective and existing suppliers with the objectives of always obtaining the best value for the company. The policy specifically adopts the processes of vendor accreditation and competitive bidding as the general rule and establish practices to ensure the contracts are awarded only to qualified and duly-accredited suppliers and vendors who offer the best value for money for Tollways’ requirements. This was approved on February 4, 2015.

Insider Trading Policy regulates trading of shares by Company executives, officers and employees with direct access to unpublished information relating to the Company’s financial and operating results, in the interest of CG and transparency. This was approved on May 25, 2017.

Related Party Transactions Policy ensures that the transaction of the Company with its related parties are conducted in fair and at arms’ length terms. This was approved on March 20, 2017.

Reporting Channels

Employees’ conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow colleagues. Any suspected misconduct or awareness of irregularities may be reported to the appropriate level of management or to the CG office through the following channels:

All text messages, calls, detailed notes and/or emails received will be dealt with confidentially.

FAQs

What happens when the whistleblower backtracks?

The withdrawal of a complainant shall not prevent the investigations from proceeding if sufficient evidence already exists.

How is the “whistleblower” protected?

The identity of the whistleblower and witnesses shall be kept strictly confidential. Retaliation against any whistleblower or witness is prohibited and shall be dealt with by the Company. A whistleblower also has the option of reporting anonymously but naturally, the protection from retaliation cannot be applied in such a case.

What evidence must be presented with respect to the complaint?

The policy frowns on mere malicious allegations, or baseless fabricated and untruthful charges against any personnel in the Company. All reports must be supported by related documents such as e-mails sent, receipts, etc., or by testimonies of other witnesses.

Can a rank and file employee “blow the whistle” on an officer?

The policy applies to everyone regardless of rank, position or tenure in the Company.

Would reporting a violation be seen as being disloyal to my co-employee?

A violator should be held responsible for his actions. After all, he is fully aware of violating Company policies in committing the act.

The Code demands that each employee be loyal to the Company. The foremost duty of any employee in the Company is to protect the interests of the Company, and not those who are contravening these interests. Loyalty to a co-employee is only secondary. Nonetheless, following our principle of fairness, humanitarian aspects shall be considered by the Committees on Employee Discipline and Officer Discipline in giving out the appropriate penalty to the violator.

What is whistleblowing?

The simplest definition is “reporting of violation of Company rules or commission of unethical acts by an employee”

Tollways holds whistleblowing and whistleblower protection as integral to the principles and values of accountability, integrity, fairness, and transparency. Employees are encouraged to impose upon themselves the duty of disclosing covered offenses in the organizations.

Do I violate the policy if I stick to a long-time trusted and proven supplier?

The violation happens when potential best bids are being excluded from the search process in order to favour an existing supplier. Adopting and/or requiring specification of products and services favoring a particular supplier should be avoided. Some justified strategic partnerships such as reciprocal arrangements with corporate clients may be approved but transparency in such transactions must be maintained at all times.

What happens to “old” policies and orders already being observed and practiced in the company?

The provisions of the Code prevail over any policy, system practice, order and similar official corporate issuance inconsistent with the Code. Such policy, practice, order or issuance is to be reviewed and amended to coincide with the letter and spirit of the Code.

What is the role of the Corporate Governance Office (CGO)?

All personnel are encouraged to contact the CGO on matters relating to the CG rules and policies and their implementation and enforcement. The CGO is responsible for applying the policies to specific situations, deciding on issues arising from their implementation, and taking actions on CG matters such as reports of violations.

How do we differentiate between information we should disclose and information we should keep confidential?

Material information such as those which could potentially affect the Stakeholders, and the public, and other public information such as Company reports must be disclosed publicly in a timely manner. Each personnel is encouraged to consult with other offices and employees in determining public disclosures, keeping in mind the goal of making full, fair, accurate, timely and understandable disclosures.

Confidential information, on the other hand, includes any non-public information that might be use to competitors or harmful to the Company, its business partners, customers, and other parties it relates with.

What is the rule on relatives vis-a-vis conflicts of interest?

The COI Policy directs the Tollways directors, employees and consultants to disclose to their immediate superiors any familial relationships and affinities, particularly if such relationship may be cause of a potential or actual conflict situation – that is, judgments and decisions may be influenced or impaired (or appear to be influenced and impaired) by the existence of such relationships among the involved parties.

With the required disclosure, the persons concerned are expected to inhibit themselves from participating directly or indirectly in any process, decision, and transaction involving their relations and affinities. This includes not signing any document related to the said transaction or action. A work unit or station transfer may not be necessary if the Policy has been observed and complied with by the persons concerned, unless the immediate superior warrants such transfer as necessary.

The HR shall handle matters involving relatives reporting to or supervising each other in the Company.

Having relatives and affinities working for a competitor company is not a violation of the Policy. However, the Policy does require all directors, employees and consultants to disclose and observe confidentiality of the Company’s non-public information.

What is the difference between the “Manual on Corporate Governance” and the “Code of Business Conduct and Ethics”?

The Manual on Corporate Governance institutionalizes the principles of sound corporate governance in the entire Company. It enumerates the Company’s governance and compliance commitments and their related requirements, in ensuring adherence to sound corporate governance principles and best practices.

The Company’s Code of Business Conduct and Ethics states the Company’s business principles and values, upholding of which would result in the promotion of a culture of good corporate governance in the Company. These principles and values guide and govern all business relationships of the Company, its directors, officers and employees, including their decisions and actions when performing their duties and responsibilities.

IMPORTANT REMINDER:

In case of doubts, on the interpretation of any of the Corporate Governance Policies or any concerns, please contact the CG Office at:
Address: 7th Floor L.V.Locsin Bldg., Ayala Ave cor Makati Ave, Makati City
Mobile No.: 0999 993 0367
E-mail address: cg@mptc.com.ph