Corporate Governance

Internal Controls

To further advocate the Company’s commitment in the pursuit of good governance and achieving compliance with applicable laws and Company policies and procedures, the Company ensures to strengthen the Enterprise Governance, Risk Management and Compliance (GRC) Culture and maintain a strong system of internal controls focused on accountability and oversight of operations. With the leadership of the Company’s CFRO, internal control is embedded in the operations of the company and in each Business Unit (BU) and Corporate Center Unit (CCU). To accomplish the established goals and objectives, the BUs and CCUs implement robust and efficient process controls to ensure:

1. Compliance with policies, procedures, laws and regulations
2. Economic and efficient use of resources
3. Check and balance and proper segregation of duties
4. Identification and remediation control weaknesses
5. Reliability and integrity of information
6. Proper safeguarding of company resources and protection of company assets through early detection and prevention of fraud.

The annual Statement of Internal Controls and Compliance System Attestation (“SICCSA”), is signed by the Chief Audit Executive, Chief Risk and Finance Officer, and President and Chief Executive Officer. It attests that the Corporation’s internal controls, risk management and compliance system, and governance practices are adequate, and was reported in AURROC and to the Board. This is in accordance with the Board’s function to annually review the internal control system and risk management framework of the Company.

SICCSA for 2024	Download
SICCSA for 2023	Download
View and/or download the Internal Audit Charter here	Download

ACCOUNTABILITY AND AUDIT

1. Internal Audit

The Board ensures that its shareholders are provided with a balanced and comprehensible assessment of the Company’s performance, position and prospects on a quarterly basis. Interim and other reports that could adversely affect its business, including its submissions and disclosures to the SEC and PSE, are also made available in the Company website. The Board also appointed a Chief Audit Executive upon the recommendation of the AURROC to perform the Internal Audit function, pursuant to the RCGM.

The Chief Audit Executive

The Chief Audit Executive is in charge of periodically reviewing and ensuring the implementation of the Internal Audit charter, and internal audit plan, and presenting it to the Senior Management and the AURROC for approval, coordinating activities with the work of other internal and external assurance and advisory/consulting service providers as needed, submitting to the AURROC a risk-based internal audit plan for review and approval, communicating to the AURROC the impact of resource limitations on the internal audit plan, ensuring adherence to the Company’s relevant policies and procedures, and emerging trends and successful practices in internal auditing are considered. The CAE likewise provides independent assessments to the AURROC, Management and outside parties on the adequacy and effectiveness of governance, risk management, and control processes for the Company.

The Internal Audit Group is focused on adhering to their purpose, mission and vision to be the trusted advisors of the Board and Management and be world-class internal audit professionals who deliver independent, objective, quality and agile audit services at benchmark value, enabled by innovative audit systems and technologies.

The activities of the Internal Audit Group are governed by an Internal Audit Charter, which is approved and reviewed periodically by the AURROC under the charter. The Internal Audit adopts a risk-based audit approach and performs agile risk assessment to consider new and emerging risks. The Internal Audit Group provides independent and objective assurance, consulting and investigative services to assess and enhance the overall control environment encompassing the governance practices, risk management and internal controls and compliance with applicable laws and regulations.

To create competitive advantage through Governance, Risk Management and Compliance (“GRC”) scale and synergies, the Internal Audit Group continues to work closely with the internal audit teams of the different business units through benchmarking and sharing of knowledge, best practices and tools.

The Internal Audit Group provides continuing training and professional development programs to remain relevant and to keep with the evolving business needs of the conglomerate.

2. External Audit

The RCGM and AURROC Charter provide that the AURROC shall ensure the integrity and independence of Internal and External Auditors, perform oversight functions over the Company’s Internal and External Auditors to review and monitor their independence and objectivity, and review and monitor compliance with applicable laws and regulations. The AURROC shall likewise review and monitor the External Auditor’s effectiveness on an annual basis. The External Auditor shall be rotated or changed every five (5) years or earlier. In the event of the removal or change of the External Auditor, the AURROC shall provide justifications and ensure proper disclosure of the reasons for such removal or change.

The Board, after consultations with the AURROC, recommends to the Shareholders a competent External Auditor duly accredited by the SEC (under Group A category) who shall undertake an independent audit of the Corporation. SyCip, Gorres, Velayo & Co., the External Auditor appointed, has the ability to understand complex related party transactions, its counterparties, and valuations of such transactions, adequate quality control procedures, and agrees to be subjected to the SEC Oversight Assurance Review (SOAR) Inspection Program conducted by the SEC’s Office of the General Accountant (OGA).

The AURROC evaluates and approves all non-audit services conducted by the External Auditor. Below is a table of all audit and non-audit related fees in 2024:

No other service was provided by external auditors to the Company for the calendar year 2024.