Stakeholders’ Rights and Protection of Minority Shareholders’ Interest
A1. Shareholders’ Rights
The Board is committed to treat all Shareholders fairly and equitably, and shall recognize, protect and facilitate the exercise of their rights. These rights 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
Any stockholder who desires to exercise his right to inspect corporate books and records of the
Company must make a written request addressed to the Corporate Secretary, and stating the
specific reason(s) or purpose(s) for the inspection. The exercise of such right may be denied if:
- (i) The requesting stockholder improperly used information obtained from prior examination;
- (ii) Is not acting in good faith; or
- (iii) There is a reasonable ground to safeguard the interests of the Company, such as when the subject of inspection contains confidential or proprietary information or covered by a confidentiality or nondisclosure obligation which will be violated by the Company if inspection were allowed. In no case shall the stockholder be allowed to take corporate books and other records out of the principal office of the Company for the purpose of inspecting them. The Corporate Secretary may elevate the request for inspection for the information, approval, or other appropriate action by the Board. This Revised Manual shall be available for inspection by any stockholder of the Company at reasonable hours on business days.
- Right to information Stockholders shall be provided, upon request, with periodic reports filed by the Company with the SEC (e.g., proxy statement/information statement and annual report) which disclose personal or professional information about the Directors and Officers such as their educational and business background, holdings of the Company’s shares, material transactions with the Company, relationship with other Directors and Officers and the aggregate compensation of Directors and Officers.
- Right to dividends Stockholders shall have the right to receive declared dividends subject to the procedures prescribed by the Board.
- Appraisal right
The stockholders shall have appraisal right under any of the following circumstances:
- 5.1 In case any amendment to the Articles of Incorporation has the effect of changing or restricting the rights of any stockholders or class of shares, or of authorizing preferences in any aspect superior to those of outstanding shares of any class, or of extending or reducing the term of corporate existence;
- 5.2 In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the property and assets of the Company;
- 5.3 In case of merger or consolidation; and
- 5.4 Investment of funds in any other corporation or business or for any purpose other than the primary purpose for which the Company was organized.
A2. Promotion of Shareholders’ Rights
- The Board shall be transparent and fair in the conduct of the annual and special Shareholders’ meetings of the Corporation. The Board shall encourage active Shareholders participation by sending the Notice of Annual and Special Shareholders’ Meeting with sufficient and relevant information at least fifteen (15) business days before the meeting in accordance with the Securities Regulation Code. The Shareholders shall be encouraged to personally attend such meetings. If they cannot attend, they shall be 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.
- The Board shall encourage active Shareholders participation by making the result of the votes taken during the most recent Annual or Special Shareholders’ Meeting publicly available the next working day. In addition, the Minutes of the Annual and Special Shareholders’ Meeting shall be made available on the Company Website within [five] business days from the end of the meeting.
- The Company may consider adopting an Alternative Dispute Resolution procedure.
- The Board shall appoint an Investor Relations Officer (IRO) who shall ensure constant engagement with its Shareholders. The IRO shall create an Investor Relations Program to which shall aim to communicate to the shareholders all material information on the activities of the Company.
B. Other Stakeholders
The Company shall identify the various Stakeholders and promote cooperation between them and the Company in creating wealth, growth and sustainability.
- The Company shall establish clear policies and programs to provide a mechanism on the fair treatment and protection of Stakeholders.
- The Board shall adopt 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, Customer Relations Office, the Corporate Communications Group and the Company’s Website.
- The Board shall establish 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:
- 3.1 Health, safety and welfare;
- 3.2 Training and development; and
- 3.3 Reward and compensation.
- The Board shall set the tone and make a stand against corrupt practices by adopting an anti- corruption policy and program in its Code of Conduct. The same shall be disseminated to all employees across the Corporation through trainings to embed them in the Company's culture.
- The Board shall establish a suitable framework for whistleblowing and ensure its enforcement to allow employees 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.
- The Company shall recognize 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.
- The Company shall employ value chain processes that takes into consideration EESG issues and concerns.