Annual Stockholders’ Meeting
JGSHI is transparent and fair in the conduct of its Annual and Special Shareholders’ meetings and encourages active shareholders participation under its Amended By-Laws, such as nominating candidates to the board or calling for a general or special meeting by minority stockholders, in accordance with relevant laws, regulations, by-laws and notice of the annual stockholders’ meeting procedures.
Its Annual Stockholders’ Meeting (“ASM”) was conducted both by face-to-face and by remote communication and attended by all of the Board of Directors, including the President and CEO, all Board Committees, the Investor Relations Officer, the External Auditor, and by shareholders owning or representing a majority of the outstanding capital stock. The shareholders individually elected each director through ballot and were allowed to cast their votes by proxy or in absentia on each agenda item presented to them for approval, with the number of votes approving each agenda item indicated in their respective sections in the Minutes of the ASM. Shareholders who were unable to attend were apprised ahead of time of their right to appoint a proxy subject to the requirements of law, rules and regulations, and the Amended By-Laws. In order for the Company to properly conduct validation procedures through its external auditor, SyCip Gorres Velayo & Co. (“SGV & Co.”) and Grant Thornton (GT) for 2024 and 2025, respectively, stockholders who wished to participate via remote communication were instructed to notify the Company through email of their desire to vote in absentia. Subject to the requirements of law, rules and regulations and the Amended By-Laws, the exercise of the right to vote in absentia shall not be unduly restricted and any doubt about the validity of a proxy shall be resolved in the favor of the shareholder. Therefore, in accordance with Article II, Section 7 of the Amended By-Laws, every stockholder is entitled to vote, in person or by proxy or via remote communication, for each share of stock held by him which has voting power upon matters in question.
Notice of ASM for Shareholders
In compliance with the CG Code of PLCs, Amended By-Laws and RCGM, the initial Notice of Annual Shareholders’ Meeting (“Notice”) was filed with SEC and PSE, uploaded on the Company website and disseminated to shareholders at least 28 days before the meeting. It was published in English and disseminated to shareholders and other stakeholders via the Manila Standard and Business World for two (2) consecutive days in both online and print. The agenda items requiring stockholders’ approval were enumerated and explained with one agenda item per topic and contained the following: i.) a rationale and explanation for each agenda item; ii.) the profiles of directors (with age, academic qualification, date of first appointment, experience, and directorships in other listed companies); iii.) SGV & Co. as the external auditor seeking reappointment; iv.) readily available proxy documents; v.) ratifying acts of the Board such as the compensation or remuneration of executive directors and key officers; vi.) voting procedure; vii.) information regarding the appointment of an independent party to validate the votes; viii.) the class of shares allowed to vote, among others. Additionally, the Definitive Information Statement (SEC Form 20-IS) and Annual Reports were made accessible via a hyperlink, QR code, and email address, allowing stockholders to conveniently request soft copies and submit any inquiries or concerns. Furthermore, a sample proxy document was provided at the end of the notice to enable shareholders to appoint an attorney-in-fact and proxy, who may represent and vote all shares registered in their name.
During the Corporation’s ASM, the voting procedures are clearly reiterated, along with the identification of the independent third party responsible for vote validation. The live broadcast of the ASM shows the individual election of each director, conduct via ballot, and includes a segment where the President and CEO respond to questions previously submitted by shareholders. The latter were given the opportunity to send in their questions, express opinions, and make suggestions on various issues related to the Company by electronic mail. The Company provided responses indicated in the section on “Consideration of Other Matters” in the Minutes of the Annual Stockholders’ Meeting.
Prior to adjournment of the ASM, the Chairman announced the Board’s approval of the declaration of cash dividends following its Dividend Policy.
The Result and Minutes of the ASM were posted and uploaded within 24 hours in the JGSHI website. Even beyond the ASM, Shareholders are encouraged to engage with the Company through its Investor Relations Program and Contact Us pages in the JGSHI website.
| Notice of Annual Shareholders’ Meeting |  Download |
| Definitive Information Statement - profile of candidates to the Board | Download |
| Minutes of the Annual Stockholders’ Meeting | Download |