Our Commitment to Good Governance
JG Summit Holdings, Inc. (JGSHI) is committed to adhere to and implement best practices in corporate governance in line with the principles of shareholder value maximization, sustainable long-term growth, and effective risk management. The Company adopts a framework of rules, systems and processes in the corporation that governs the performance by the Board of Directors and Management of their respective duties and responsibilities to all our stakeholders.
We accord importance to our people, our code of conduct, and our corporate policies and standards, which together form the basis of our good governance practices to protect the interests of our stakeholders and promote investor confidence. We believe that sound and effective corporate practices are fundamental to the smooth, effective and transparent operation of a company and its ability to attract investment, protect the rights of all stakeholders, and enhance shareholder value. Most importantly, we are committed in the fair and equitable treatment of the Stakeholders’ Rights and protection of Minority Shareholders’ Interest. The Company and the Board recognize, protect and facilitate the exercise of shareholders’ rights, which relate to the following among others:
- Right to vote on all matters that require their consent or approval
- Right to inspect corporate books and records
- Right to information
- Right to dividends
- Appraisal right
JGSHI is transparent and fair in the conduct of the annual and special Shareholders’ meetings of the Company. To foster active shareholder participation, the Board sends the Notice of Annual and Special Shareholders’ Meeting with sufficient and relevant information at least fifteen (15) business days before the meeting, which also complies with the Securities Regulation Code. The Shareholders are encouraged to personally attend such meetings. If they cannot, they 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 stockholder’s favor.
Guided by principles of transparency and accountability 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.
Our Duty to Other Stakeholders
JGSHI recognizes that our responsibility is not limited to shareholders alone. The Company identifies the various Stakeholders and promote cooperation between them and the Company in creating wealth, growth and sustainability. We establish clear policies and programs to provide a mechanism on the fair treatment and protection of Stakeholders.
JGSHI adopts 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, General Counsel Group, Corporate Internal Audit, Corporate Human Resources, Corporate Governance and Management Systems, Customer Relations Office, Corporate Communications Group and the Company’s Website.
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
The Company recognizes and place importance on the interdependence between business and society, and promote a mutually beneficial relationship that allows the Company sustainable growth, while contributing to the advancement of the society where it operates. JGSHI employs value chain processes that takes into consideration Economic, Environmental and Social Governance (EESG) issues and concerns.
Customer‘s Welfare
The Company adopts certain customer relations policies and procedures including informing the customers with the Company’s customer relations contacts, among others to ensure that customers’ welfare is protected and questions are addressed.
Supplier/Contractor Selection
The Company follows the Supplier Accreditation Policy to ensure that the Company’s suppliers and contractors are qualified to meet its commitments. Apart from the accreditation process, suppliers and contractors also undergo orientation on Company policies.
Employees
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 and regularly reviewed to ensure the security, safety, health, and welfare of the employees in the work place,
The Company continuously provides learning and development opportunities for its employees through the John Gokongwei Institute for Leadership and Enterprise Development or 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
JGSHI is committed to promoting transparency and fairness to all stakeholders. The Board sets the tone and make a stand against corrupt practices by adopting an anti-corruption policy and program. 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 Annual Self-Disclosure Activity 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.
| Business Conduct & Ethics | POLICY STATEMENT |
|---|---|
| Conflict of Interest | 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 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 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 discourages the acceptance of gifts. However, gifts like advertising novelties maybe given or accepted during the Christmas season. There is no restriction in the value of the gift 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 the 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 result from the employee’s action. If appropriate, a violation may result in legal action against the employee or referral to the appropriate government authorities. |
| Whistleblowing | The stakeholders may discuss or disclose in writing any concern on potential violation of the Code of Business Conduct with the Conflicts of Interest Committee. Reports or disclosures can be made in writing or by email using the following contact details: a. email address CICOM@jgsummit.com.ph b. fax number 395-3888 c. mailing address Must be sent in a sealed envelope clearly marked “Strictly Private and Confidential-To Be Opened by Addressee Only” CICOM JG Summit Holdings, Inc. 44th Flr. Robinsons Equitable Tower ADB Avenue, Cor., Poveda Road, Pasig City The complaint shall be filed using the Complaint/Disclosure Form (CDF) available in the company website. All information received in connection with the reports or disclosures shall be strictly confidential and shall not be disclosed to any person without prior consent of CICOM. The Company commits to protect those who report in good faith from retaliation, harassment and even informal pressures. It will take the necessary and appropriate action to do so in enforcing the policy. |
| 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. |
Corporate Governance Highlights
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The Company submitted the Integrated Corporate Governance Report (I-ACGR) to the Securities and Exchange Commission (SEC) and Philippine Stock Exchange (PSE) on May 30, 2018. The I-ACGR is a reportorial requirement under SEC Memorandum Circular No. 15 series of 2017 to all Publicly Listed Companies to disclose the Company’s compliance/non-compliance with the recommendations provided under the Corporate Governance Code for PLCs. With the “comply or explain” approach, voluntary compliance to recommended CG best practices is combined with mandatory disclosure.
The Company’s I-ACGR may be accessed through the Company website by clicking this link.
- Consistent with the Revised Manual of Corporate Governance and pursuant to the recommendations provided in the I-ACGR, the Company strengthened and instituted the following policies to reinforce the governance framework of the Company:
Board Diversity Policy
We recognize the benefits of having a diverse Board and its value in maintaining sound corporate governance while achieving strategic objectives and sustainable growth. The Policy applies to the Board of Directors and establishes the approach to realize diversity of Board membership.
Board Nomination and Election Policy
We recognize the importance of having a qualified and competent Board of Directors 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.
Succession Planning and Remuneration Policy
We ensure the Company’s effective performance and sustained growth through leadership continuity for the benefit of all its stakeholders subject to Board’s approval. We identify, assess and nominate suitable candidates to fill the vacancies that arise from time to time, the competency requirements of critical and key positions and develop required competency through planned developments and learning initiatives. This ensures 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 occurrences.
Related Party Transactions Policy
We conduct all Related Party Transactions (RPT) on an arm’s length basis with consideration paid or received based on terms no less favorable than any such terms available to unrelated third parties under the same or similar circumstances. The policy is instituted for the proper review, approval and reporting of transactions entered into between or among the Company or any of its subsidiaries, affiliates, directors and officers. Information about the Company’s RPTs in 2018 are disclosed in the 17A Notes to Financial Statements.
Whistleblowing Policy
We are committed to conduct business in accordance with the highest ethical and legal standard. In line with this commitment, we 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. We provide clear procedures for reporting any actual or suspected violation of Company policies, misconduct, malpractice, irregularities or risks against the Company and protecting the Whistleblower against any form of retaliation.