Annual Shareholders' 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.
Minutes of Annual Stockholders Meeting
The shareholders are encouraged to attend such meetings. The shareholders individually elect 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 are 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., 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 that right shall not be unduly restricted and any doubt about the validity of a proxy shall be resolved in the favor of the shareholder.
In accordance with Article II, Section 7 of the Amended By-Laws, every stockholder is entitled to vote, in person or by proxy, 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, the Amended By-Laws and the RCGM, the initial Notice of Annual Shareholders’ Meeting (“Notice”) was filed to the SEC and PSE, uploaded on the Company website and disseminated to shareholders at least 28 days before the meeting. The Notice of ASM was published and it enumerated and explained the agenda items requiring stockholders’ approval 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.) SyCip Gorres Velayo & Co. (“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.
In addition thereto, both the Definitive Information Statement (SEC Form 20-IS) and Annual Reports are indicated through a link, QR Code, and email address where the stockholder can request for soft copies and send their concerns. Lastly, the proxy document is furnished at the end of the notice as a sample and to allow shareholders to appoint an attorney-in-fact and proxy, to represent and vote all shares registered in his/her/its name at the Annual Meeting of the Stockholders of the Corporation.
Definitive Information Statement to view profile of candidates to the Board.
In every ASM, the Chairman and all Board members are present. The voting procedures and the independent third party validating the votes are reiterated therein. In addition, the actual election of each director, who were elected individually through ballot, can be viewed in the ASM live broadcast. Within the meeting, the President and CEO also reply to the questions previously put forth by the shareholders.
Prior to adjournment of every ASM, the Chairman announces the approval of the Board of the declaration of cash dividends following its Dividend Policy.
2022 Corporate Secretary’s Certificate of Attendance for the ASM
2023 Corporate Secretary’s Certificate of Attendance for the ASM
The shareholders were also 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 received questions and provided responses indicated in the section on “Consideration of Other Matters” in the Minutes of the Annual Stockholders’ Meeting.
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.
The ASM Results of the meeting are posted within 24 hours in the JGSHI website Minutes of Annual Stockholders Meeting.