Insider Trading Policy
It is the policy of Globe Telecom, Inc. (Company) to restrict the trading of Securities (buy or sell) by Covered Persons considered to have knowledge of Material Information, during the Blackout Period, except in accordance with this policy.
Includes the Company's shares of stock, options to purchase stocks, and other evidence of indebtedness.
For the purpose of this Policy, an "insider" will be defined as follows:
- All members of the Board of Directors;
- All Executive Officers of the Company who are or may be in possession of material non-public information about the Company because of their responsibilities. Executive Officers of the Company include the President/Chief Executive Officer, Chief Finance Officer, members of the Senior Leadership Team, and Band E & F employees wherever they may be assigned or seconded to the subsidiaries.
- Consultants and Advisers of the Company;
- All other Company employees who are made aware of undisclosed material information.
- Members of the immediate families of persons under (I) to (IV) who are living in the same household.
Information is deemed to be material if:
- it would likely affect the market price of the Securities after being disseminated to the public and the lapse of three (3) days from dissemination; or
- it would be considered important by an investor in making a decision whether to buy, sell, or hold securities.
- Financial results
- Projections of future earnings or losses
- News of a pending or proposed merger
- Change in the corporate structure such as reorganization
- Acquisition/Divestitures/Joint venture
- Dividend declaration and changes in dividend policy
- Stock splits
- New significant equity investments or debt offerings
- Significant litigation exposure
- Major changes in key senior management positions
- Public or private sale of company securities
RESTRICTIONS ON TRADING
- Blackout Periods
Covered Persons are strictly prohibited from trading during the following periods:
- Structured Disclosures:
Five (5) trading days before and two (2) trading days after any structured report or disclosure such as, but not limited to, quarterly financial and operational results;
- Unstructured Disclosures:
Two (2) trading days after any unstructured report or disclosure and material information outside of structured reports or disclosures as they occur and as may be necessary to update information on the operations and business of the Company.
- Structured Disclosures:
The exercise of vested stock options (i.e., acquiring shares) may be done at any time, even during Blackout periods. However, the liquidation, (i.e., the sale of shares acquired from options) is subject to Blackout periods.
COMPLIANCE AND REPORTING POLICIES
- Compliance Policy
- When in doubt, all Covered Persons should consult the Office of the Compliance Officer, prior to transacting securities of the Company, regardless of when they would like to perform such transactions, in order to determine if the trade will or will not violate the Policy.
- Certain Staff personnel may at certain times or from time to time possess material non-public information about potentially market-affecting activities. The staff should consult the Compliance Officer about any plan to trade on securities if they have the knowledge or believe in knowing such material non-public information, to ensure compliance with this Policy.
- Reporting Policy
All Covered Persons are required to report their trades to the Office of the Compliance Officer on a quarterly basis. Directors and Officers are required to immediately report their trades to the Office of the Compliance Officer to ensure timely report/disclosure by such Director/Officer to the SEC/PSE within three (3) business days from the transaction.
CONSEQUENCES OF NON-COMPLIANCE
Violation of this policy shall be subject to disciplinary action under the Company's Code of Conduct, without prejudice to any civil or criminal proceedings which the Company or regulators may file for violation of existing laws. Insider trading under the law may be subject to penalty for damages or fines and/or imprisonment.
Board Nomination and Election Policy
In accordance with our By-Laws, MCG, and Board Charter, any shareholder, including minority shareholders, may submit to the Nomination and Governance Committee the names of the Board of Directors nominees, including the independent directors. The Corporate Secretary presents all nominations to the Nomination and Governance Committee. Copies of the nominees' profiles will be provided in our Information Statement and on the Globe website for examination by the shareholders, as well as other reports required to be submitted to the SEC.
The Nominations shall be conducted as follows:
- The nomination of director/s, including independent directors, shall be conducted by the Nomination and Governance Committee prior to a shareholders meeting. All recommendations shall be signed by the nominating shareholders together with the acceptance and conformity by the would-be nominees.
- The Committee shall pre-screen the qualification and prepare a final list of all candidates and put in place screening policies and parameters to enable it to effectively review the qualifications of the nominees including independent director/s.
- After the nomination, the Committee shall prepare a Final List of Candidates that contains all the information about all the nominees for directors including independent directors, as required under Part IV (A) of Annex “C” of Securities Regulation Code (SRC) Rule 12. This list shall be made available to the SEC and to all shareholders through the filing and distribution of the Information Statement, in accordance with SRC Rule 20, or in such other reports Globe is required to submit to the SEC. The name of the person or group of persons who recommended the nomination of the directors, including independent directors, shall be identified in such report including any relationship with the nominee.
- Only nominees whose names appear on the Final List of Candidates shall be eligible for election as Director/s. No other nominations shall be entertained after the Final List of Candidates is prepared. No further nominations shall be entertained or allowed on the floor during the actual annual stockholders'/memberships' meeting.
- The election of Independent Director/s shall be as follows:
- The conduct of the election of independent director/s shall be made in accordance with the standard election procedures of the Corporation or its By-Laws.
- It shall be the responsibility of the Chairman of the Meeting to inform all shareholders in attendance of the mandatory requirement of electing independent director/s. He shall ensure that independent director/s are elected during the stockholders' meeting.
- Specific slot/s for independent directors shall not be filled up by unqualified nominees.
- In case of failure of election for independent director/s, the Chairman of the Meeting shall call a separate election during the same meeting to fill up the vacancy.
The Election and Voting Procedures shall be conducted as follows at the stockholders' meeting where a shareholder may opt for manual voting or electronic voting:
- For manual voting, each shareholder will be given a ballot upon registration to enable the shareholder to vote in writing per item in the agenda, which includes, among others, the election of directors including independent directors. The shareholder may drop his ballot in ballot boxes placed at the registration area and inside the Ballroom.
- For electronic voting, there will be computer stations placed outside the Ballroom where shareholders may cast their votes.
- Both ballot and website platform will state the proposed resolutions for consideration by the shareholders and each proposed resolution will be shown on the screen as the same will be taken up at the meeting.
- Election of directors will be by plurality of votes and every shareholder will be entitled to cumulate his votes. Each outstanding share of stock entitles the registered shareholder to one vote.
- As the shareholders take up an item in the agenda, including the election of all directors, the Corporate Secretary will report on the votes received and tabulated by his office at that point in time.
- An independent external auditor will validate the voting results and the final tally of the votes will be reflected in the minutes of the meeting. The minutes of the meeting will be made publicly available within five (5) business days from the date of the meeting through the Globe website.
Replacement of Directors in Case of Vacancy
In case of resignation, disqualification, or cessation of directorship and only after notice has been made with the SEC within five (5) days from such resignation, disqualification, or cessation, the vacancy shall be filled by the vote of at least a majority of the remaining directors, if still constituting a quorum, upon the nomination and endorsement of the Governance and Nomination Committee. Otherwise, said vacancy shall be filled by the shareholders in a regular or special meeting called for that purpose. A director so elected to fill a vacancy shall serve only for the unexpired term of his predecessor in office.
For the list of qualifications, disqualifications, and temporary disqualifications of a director, including independent directors, please refer to Article II, Sections 2.8 to 2.10 and 5.1 to 5.3 of our MCG as well as the Nomination and Governance Committee Charter.
Policy on Dealings in Securities by Directors
All directors and key officers are required, within three (3) trading days upon change in their ownership of securities, to submit the statement of changes of ownership in securities (SEC Form 23-B) in relation to their trades to the Office of our Chief Compliance Officer for immediate submission and disclosure to the SEC and PSE, among other regulatory bodies.
Once submission and disclosure to pertinent regulatory agencies are completed, we reflect the information in our relevant reports and the website under our Statements of Changes in Beneficial Ownership on the SEC/PSE Disclosures page.
General Governance Policy on Conflict of Interest
The personal interest of directors and officers should never prevail over the interest of the Corporation. They are required to be loyal to the organization so much so that they may not directly or indirectly derive any personal profit or advantage by reason of their position in the Corporation. They must promote the common interest of all shareholders, including minority shareholders and other stakeholders, and the Corporation without regard to their own personal and selfish interests.
- A conflict of interest exists when a director or an officer of the Corporation
- Supplies or is attempting or applying to supply goods or services to the Corporation;
- Supplies or is attempting to supply goods, services, or information to an entity in competition with the Corporation;
- By virtue of his office, acquires or is attempting to acquire for himself a business opportunity which should belong to the Corporation;
- If offered or receives consideration for delivering the Corporation’s business to a third party;
- Is engaged or is attempting to engage in a business or activity that competes with or works contrary to the best interests of the Corporation; and
- Is disqualified by virtue of Article II, Section 2.9 of this Manual.
- If an actual or potential conflict of interest should arise on the part of directors, it should be fully disclosed and the concerned director should not participate in the decision making. A director who has a continuing conflict of interest of a material nature should either resign or, if the Board deems appropriate, be removed from the Board.
- A contract of the Corporation with one or more of its directors or officers is voidable, at the option of the Corporation, unless all the following conditions are present:
- The presence of such director in the Board meeting in which the contract was approved was not necessary to constitute a quorum for such meeting;
- The vote of such director was not necessary for the approval of the contract;
- The contract is fair and reasonable under the circumstances; and
- In case of an officer, the contract has been previously approved by the Board of Directors.
In the case of a contract with a director, such contract may be ratified by the vote of shareholders representing two-thirds (2/3) of the outstanding capital stock in a meeting called for that purpose; provided that full disclosure of the adverse interest of the director involved is made at such meeting; and provided further that the contract is fair and reasonable under the circumstances.
- Where a director, by virtue of his office, acquires for himself a business opportunity that should belong to the Corporation, thereby obtaining profits to the prejudice of the Corporation, the director must account to the latter for all such profits by refunding the same, unless his act has been ratified by a vote of the shareholders owning or representing at least two-thirds (2/3) of the outstanding capital stock. This provision shall be applicable notwithstanding the fact that the director risked his own funds in the venture.
The foregoing is without prejudice to the Corporation's existing Rules on Conflict of Interest for its directors, officers, and employees.
Conflict of Interest Policy
Globe's Conflict of Interest policy is applied to all regular employees, officers, and directors of Globe and Subsidiaries, including consultants/project hires seconded to or engaged on a full-time basis by Globe. The said policy is included in the Company's Code of Conduct under Article 18:
"ART. 18. Conflict of Interest — It is the obligation of every employee to declare and divulge in writing to the Company his own involvement in any conflict of interest with the Company. Failure on the part of an employee to divulge the same to the Company shall be penalized with DISMISSAL.”
In general, conflict of interest will be deemed to exist where an employee has or may possibly have a financial or personal interest divergent with or in conflict with his professional obligations, or where financial or other personal considerations may compromise, or have the appearance of compromising the employee's judgment in the administration, management, decision-making and discharge of his official functions. Personal interest is not confined to the personal involvement of the employee himself; it may also arise from the employee's family or close personal relationship with a contractor, sub-contractor, customer, competitor, creditor or any other entity that does business with the Company.
While the following list of conflict of interest situations is not exhaustive, it illustrates the types of situations that fall within the purview of this Code:
- Being in an official capacity to negotiate, procure, endorse or approve a transaction for and behalf of the Company, either by himself or through a middlemen or agent, with:
- A person, or entity where the controlling D is held by the spouse of the employee or his relative within the fourth degree of consanguinity or affinity; or
- The former employer of the employee within two (2) years prior to the date of the transaction in question.
- Directly or indirectly having financial or pecuniary interest in any business, contract or transaction over which the employee has the occasion to intervene or take part in his official capacity, or which will require his endorsement or approval;
- Outside employment, directorship, officership, partnership, consultancy, distributorship, or agency in any company or enterprise which adversely affects the employee's working efficiency and productivity;
- Access to sensitive information which may be of value to a person or entity where the controlling interest is held by:
- The spouse of the employee or his relatives within the fourth degree of consanguinity or affinity; or
- The former employer of the employee within two (2) years prior to the date of the transaction in question.
- Having a spouse or relative within the fourth degree of consanguinity or affinity with individuals in the employ of a competitor or business partner;
- Investments or other pecuniary or material interest, directorship, officership, partnership, employment, consultancy, distributorship, or agency or sub-agency in a contractor; sub-contractor; customer; competitor; creditor; or any other entity that does business with the Company or which is in competition with the business of the Company;
- Borrowing money or property from, or otherwise incurring any debt to, any of the individuals, companies, or enterprises mentioned above;
- Solicitation or acceptance, whether directly or indirectly, of payments, commissions, rebates, services, or gifts of more than nominal value;
- Excessive entertainment, or improper or excessive favors from a contractor, sub-contractor, customer, competitor, creditor, or any other entity that does business with the Company or which is in competition with the business of the Company;
- Pre-empting the Company in the purchase of any asset which the Company is interested in acquiring;
- Taking for oneself, or passing on to a relative or associate a business opportunity which became known to the employee because of his position in the Company."
Learn more about our Conflict of Interest Policy.
Policy on Related Party Transactions (RPTs)
Related Parties shall mean Globe and its controlling shareholders, joint ventures, subsidiaries, associates, affiliates, officers and directors, including their spouses, children, and dependent siblings and parents, and that of interlocking director relationships by members of the Board.
Parties are considered to be related to Globe if it has the ability, directly or indirectly, to control Globe or exercise significant influence over Globe in making financial and operating decisions, or vice versa, or where Globe and the party are subject to common control or common significant influence.
The Globe policy on RPTs institutionalizes our assurance of protection for our shareholders, including minority shareholders, and all stakeholders from abusive RPTs as well as reinforces the CG principles of complete disclosure and transparency in relation to such transactions. Among other key provisions, the Globe policy on RPTs provides for:
- The definition of RPTs,
- The coverage and materiality threshold,
- Guidelines to ensure arm's length terms,
- Identification and prevention or management of potential or actual conflicts of interest,
- The role of and review by the Audit and Related Party Transaction (RPT) Committee in relation to RPTs,
- Whistleblowing mechanisms,
- Restitution of losses and other remedies for abusive RPTs, and
- Proper disclosure of RPTs, in addition to the provisions under Article III, Section 8.5 of our MCG.
Shareholders, including minority shareholders, and other stakeholders are provided with proper guidelines and procedures for right of action and remedies that are readily accessible to redress the conduct of Globe (e.g. Facebook page, Twitter account, email account, and hotline numbers), as necessary. The Globe policy on whistleblowing as stated in the Code of Conduct shall also apply to any abuse of RPT.
The employee, by virtue of his employment, is bound not to betray that trust by seeking to gain any undue personal or pecuniary advantage (other than the rightful proceeds of employment) from his dealings with or for and in behalf of the Company.
Globe employees maintain the highest standards of honesty and professional conduct. Seeking undue financial and material advantage from transactions with Globe is a breach of trust between the employee and the Company.
Employees are reminded through internal communications channels to fill out gift disclosures especially during national festivities. The form is then submitted to employees' respective group heads who will decide whether the gift shall be returned, kept by the employee, or be surrendered to Human Resources Group for possible use during company events.
The Company's adopted Code of Conduct promulgates policies governing the following matters: (i) Conflict of Interest, (ii) Whistleblowers, (iii) Insider Trading, (iv) Related Party Transactions, and (v) Health, Safety, and Welfare of Employees. It also has existing formal policies concerning Unethical, Corrupt, and Other Prohibited Practices covering both its employees and the members of the Board. These policies serve as guide to matters involving work performance, dealings with employees, customers and suppliers, handling of assets, records and information, avoidance of conflict of interest situations and corrupt practices, as well as the reporting and handling of complaints from whistleblowers. The Company also conducts periodic lectures and seminars on anti-corruption initiatives to all employees.
Policy Protecting Creditors
It is our policy to protect the rights of our creditors by maintaining, at all times, our good credit standing. We thus strictly observe contractual obligations, and regard fair and truthful disclosure and transparency of ﬁnancial records and dealings of utmost importance to assure creditors of our continued credit worthiness. Our periodic reports to our creditors such as our latest certiﬁed Financial Statements, Certiﬁcate of No Default, and Chief Finance Officer Certiﬁcation on compliance with ﬁnancial ratios ensure the Creditors of the company’s ﬁnancial soundness.
We provide prompt and accurate reports of our ﬁnancial standing to creditors by providing them our ﬁnancial and operating results, Management and Discussion Analysis, and Financial Statements on a periodic basis to allow the creditors to continuously evaluate and monitor our performance and credit standing.
Moreover, we adopted an expanded corporate governance approach in managing business risks. A Revised Enterprise Risk Management Policy was developed to provide a better understanding of the different risks that could threaten the achievement of our vision, mission, strategies, and goals. The policy also highlights the vital role that each individual plays in the organization from Senior Management to staff in managing risks and in ensuring that the company's business objectives are attained. With this, it assures the creditors that we are proactive in managing our risks and are committed to sustaining the growth of the company. As part of the implementation, we regularly submit our quarterly ﬁnancial results to the PSE and SEC.
The loan agreements with banks and other ﬁnancial institutions provide for certain restrictions and requirements with respect to, among others, maintenance of ﬁnancial ratios and percentage of ownership of speciﬁc shareholders, incurrence of additional long-term indebtedness or guarantees, and property encumbrances.
Policy on Suppliers and Vendor Audit
We follow socially responsible procurement practices for vendors. The team maximizes value through commodity management, selection of best-in-class suppliers, and pursuit of process excellence in procurement and supply chain management. Vendor partners undergo a comprehensive accreditation process which includes assessment of their legal, technical, and ﬁnancial capability from business continuity to conﬂict of interest, safety, health, and environmental policies. Grounded on the practice of fair, ethical, and governance policies, opportunity is equitably provided to the appropriate suppliers through competitive bidding and auctions. Proposals are evaluated on the basis of best-value including a consideration of their environmental and social policies and practices. Given equivalent proposals, preference for purchase award is given to local suppliers.
Relationships with suppliers are also highly valued, each considered a business partner. We continue to recognize and foster strong business relations with our partners through the Business Partner Awards. Vendors also provide learning opportunity through plant visits and technology brieﬁngs. Conversely, Vendor Clinics are initiated for selected vendors to help improve their performance and competitiveness.
As strong advocates of fairness, accountability, transparency, and integrity in all aspects of the business, Globe commits to the principles and best practices of corporate governance and responsibility in the attainment of our corporate goals and strategic direction.
Furthermore, we recognize the importance of institutionalizing sustainability practices in the pursuit of its goals. The Globe Telecom Supplier Code of Ethics establishes standards of quality and business integrity to ensure that working conditions are safe, workers are treated with respect and dignity, and that business operations are environmentally responsible and conducted ethically.
The Supplier Code of Ethics shall be applicable to all vendors of the Globe Group of companies. Globe expects its vendors to acknowledge and actively support the Code and to continually seek to conform to the standards contained therein. Globe expects that the principles apply to vendors, their parent entities and subsidiaries or affiliate entities, and with other entities with whom they do business including employees, suppliers, subcontractors, and other parties.
Environmental Sustainability Policy
We are committed to reducing the impact of our business operations to the environment and we shall achieve this together with the help of our employees, business partners, and clients. We have robust systems in place to manage our environmental impact and integrate these into our corporate social responsibility management.
Climate change remains a real, immediate threat to our existence. Developing countries—particularly low-lying, coastal areas like the Philippines—bear the biggest brunt as they are usually the worst hit by droughts, ﬂooding, famine, and extreme weather events.
Thus, environmental sustainability emerges as our immediate responsibility, especially in the face of two contrasting events: global warming and the rising demand for energy in homes and industries.
This is in response to two of the United Nations’ Sustainable Development Goals (SDGs): Responsible Consumption and Production and Climate Action. These two global goals go hand in hand in urgently seeking to reduce our ecological footprint and mitigating the drastic effects of climate change—with human and material losses at stake—as signiﬁcantly brought about and accelerated by human activities.
Globe commits to be socially responsible in all our dealings with the communities where we operate. We ensure that our interactions serve our environment and stakeholders in a positive and progressive manner that is fully supportive of our comprehensive and balanced development.
We recognize and place an importance on the interdependence between business and society, and promote a mutually beneficial relationship that allows us to grow our business, while contributing to the advancement of the society where we operate.
Our Board is instrumental in encouraging sustainable development and empowering our President and Chief Executive Officer (CEO) and Chief Sustainability Officer in the observance of responsible business operations and working alongside local government and other institutional partners to contribute to solving complex global challenges that may directly or indirectly Globe. We comply with existing regulations and also voluntarily employ value chain processes that take into consideration economic, environmental, social, and governance issues and concerns in accordance with our own sustainability framework and our adopted global reporting standard.
Policy and Data on Community Interaction
Through Globe Bridging Communities, the Corporate Social Responsibility platform of Globe, and our subsidiaries, we aim to transform underserved communities nationwide through relevant and innovative solutions that harness the power of collaboration and inclusivity through information and communications technology. The objective is to ensure sustainability by creating shared value across our employees, customers, and our stakeholders in areas where we operate. As our business continues to grow, we contribute to nation-building and shareholder value with an engaged and empowered workforce committed to creating a Globe of Good.
We adopt the best practices of ISO 26000 Social Responsibility, enabling us to operate in a socially responsible way across the organization and seek continuous innovative solutions in creating a wonderful world. ISO 26000 helps businesses and organizations translate principles into effective actions and shares best practices relating to social responsibility, globally.
For more details, please refer to our 2016 Annual & Sustainability Report (pp. 74-75, 82-91).
Globe is committed to comply with laws and regulations and to conduct its business in accordance with ethical standards. All officers and employees of the Company, and all suppliers and business partners of the company, are thus required to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities.
The Whistleblower (WB) Policy provides a formal mechanism for employees, suppliers and third parties to submit reports of improper activities perpetrated by the company’s employees, officers and directors, and suppliers and partners, that violate laws and regulations, company policies, the company’s Code of Conduct, or which violate the company’s ethical standards.
Policy and Data in Relation to Health, Safety and Welfare of Customers and Employees Including Company-Sponsored Trainings
We value our workplace's health and safety. We commit to zero fatality among our employees and strive for best practices by being Occupational Health and Safety (OHSAS 18001:2007) certiﬁed in select sites. Globe's employee welfare policy likewise follows the standards on Occupational Health & Safety Management System (OHSAS) 18001.
To provide a healthy, happy, and safe workplace, we commit to:
- Continuously assess all health and safety hazards in the workplace and provide programs to eliminate these hazards;
- Comply with all occupational safety and health standards applicable to our business;
- Train and motivate our employees to work in a safe manner and encourage our business partners to adopt these principles;
- Report our occupational safety and health performance to our stakeholders; and
- Conduct a regular review of our management system to ensure that the commitments of this policy are being delivered, and strive for continual improvement.
Globe complies with RA 7610 or the Special Protection of Children Against Child Abuse, Exploitation, and Discrimination Act, and has full observance of the principles of the Human Rights Act and Child Labor Law. Benchmarking such regulations generate a happy workplace without presenting any fear of discrimination or violation towards any of our employees. Our company does not condone the violation of the rights of indigenous people, nor do we promote any operational activities that would pose hazardous risks or damages to children or young employees.
For more details, please refer to our 2016 Annual & Sustainability Report (pp. 76-84).
Employee Rewards or Compensation Policy
Our remuneration philosophy, policy, and framework are designed to attract, retain, and engage talents. These are developed to support the business strategies and enhance the value of the organization. Our policy specifies the relationship between remuneration and performance, including but not limited to specific financial and non-financial metrics.
- We encourage and nurture a strong performance-oriented culture; recognize and reward talents who demonstrate and create value for the organization.
- We position ourselves as a preferred employer in providing compelling total rewards experience encompassing continuous learning and development; competitive and market-driven compensation; pay for performance; and core and innovative benefits to meet personal and family needs.
To support our rewards philosophy, our targeted reward strategies are as follows:
- Adopt a total rewards approach, using both the tangible and intangible aspects of rewards, to drive the Globe employment experience;
- Be market-driven to attract and retain top talent in the business;
- Operate on a single-platform-differentiated-application approach to accommodate different talent segments;
- Promote relevant reward programs that will be sensitive to employee lifecycles and experiences;
- Practice transparency, clarity, and consistency in our reward delivery.
Annual remuneration reviews are conducted considering the company, business unit, and individual performance. It is also reviewed vis-à-vis market rates and our financial capability is considered for any incentive payout. Performance evaluations for Senior Management are made according to these considerations.
Current remuneration initiatives allow for certain incentives to be withheld in any year should an employee or executive fail to meet performance requirements or be involved in any misconduct and are given a disciplinary action resulting in suspension or demotion. The implementation of this policy is subject to certain terms and conditions that include, but are not limited to, the ﬁndings from internal investigations and assessments on the misconduct or violation against company policies or applicable laws and timing of the misconduct or investigations within the year.
The remuneration structure of the Senior Management is composed of four main components: Fixed Remuneration, Beneﬁts, Short Term Incentives (Performance Bonus), and Long Term Incentives. The structure is designed such that the variable component increases as the executive moves up in our corporate ladder. This only applies to our employees as our Board of Directors receive per diem remuneration approved by our shareholders, except for our President and CEO who is our only executive director. As stated in the Policy on Remuneration of Board, our executive director does not receive per diem remuneration in addition to his remuneration as part of Globe's Management in his role as the President and CEO.
The ﬁxed remuneration is composed of the base salary and is reﬂective of the value of the role in the prevailing market and the value of the role compared to the other roles in Globe. Other factors that come into play in the base salary are individual performance, qualiﬁcations,and experience that the executive/employee brings into the company. The Year-on-Year increases determined by individual performances, prevailing market rates on annual salary increases, pay positioning, economic indicators, and Globe's ﬁnancial capabilities.
We provide beneﬁts that are consistent with local market practice and that are relevant to meet the personal and family needs of the Senior Management. These include medical beneﬁts for in-patient and out-patient care, life insurance, retirement beneﬁts, club membership, and car and car-related expenses.
Short-Term Incentives (Performance Bonus)
The short-term incentive plan is Globe's Variable Pay Program for non-sales, non-unionized employees. The incentive is determined by the achievement of performance targets that are set at the beginning of the performance year. It considers delivery of corporate, business unit, and individual performance targets that are deﬁned annually. This is usually paid out to employees within the second quarter of the year following the conﬁrmation of all performance targets and individual performance.
Corporate and Business unit targets are ﬁnancial/operational targets set to support the overall business goals and thereby increasing our value as a company. This incentive plan drives us to work together towards achieving common goals and encourages performance in the company. The award size for this incentive is differentiated by the employee's level such that higher incentive multiple is at stake as the Senior Management moves up the organization.
Long-Term Incentive Plan
Our Long-Term Incentive Plan (LTIP) was created to replace the Employee Stock Option, which was last awarded in 2009. The new plan's primary objective is to drive long term performance in a highly competitive market by aligning management interest with the shareholders' interest. It also aims to motivate participants to sustain high levels of contribution. Furthermore, it is designed to attract and retain key executives whose contributions are essential to Globe's growth and proﬁtability through a rewards scheme that fosters a sense of genuine loyalty among employees and belongingness within the Globe community thereby retaining these talents even after pay-outs are given out. Lastly, the plan should propel shareholder value through superior business performance driven by happy and satisﬁed employees.
The incentive is delivered through a performance share-based plan where it awards executives with company shares contingent upon the achievement of speciﬁed long-term goals over a speciﬁed performance period.
The Plan allows for overlapping performance periods to support rolling multi-year business plans and employee retention. It has a three-year performance period to support business planning cycle covering January 1, 2014 to January 1, 2016.
To ensure the alignment of the Senior Management's interest to that of Globe's, the plan includes a stock ownership requirement where the Senior Management is required to maintain shares equivalent to 75 percent to 100 percent of their annual base salary.
Our employee and executive rewards or compensation policy is further discussed in our annual reports with the disclosure of Management's total remuneration in our Annual Corporate Governance Report (Item D(5)).
The Company returns dividends equivalent to 60%-75% of its prior year's core net income to its shareholders.
Dividends declared by the Company on its stocks are payable in cash or in additional shares of stock. As a policy and as much as practicable, Globe observes a 30-day period for the payment of dividends to shareholders from the declaration date of such dividends.
The Board of Directors (BOD) of Globe Telecom regularly reviews the dividend policy, including the frequency of its distribution, taking into account the Company's operating results, cash flows, debt covenants, capital expenditure levels, and liquidity.
The payment of dividends in the future will depend upon the earnings, cash flow, and financial condition of the Company and other factors.
Board Governance and the Board Charter
Aligned with our MCG, our Board:
- Acts on a fully informed basis, in good faith, with due diligence and care, and in the best interest of Globe and all shareholders in a manner characterized by transparency, accountability, and fairness, as well as exercise leadership, prudence and integrity in directing Globe towards sustained progress over the long term.
- Oversees the development of and approves Globe's vision, mission, values, corporate strategies, and objectives, and monitor implementation to sustain Globe's long-term viability and strength. It is our Board's responsibility to foster the long-term success of Globe and the corporate objectives and to sustain our competitiveness and profitability in a manner consistent with the corporate objectives and the best interest of our shareholders and other stakeholders. Our Board sets forth policies that guide its activities, including the means to effectively monitor Management's performance. The vision, mission, values, and strategic objectives are subject to review by our Board, at least once every five (5) years, if not sooner as deemed necessary.
- Creates and sustains a corporate culture where employees are actively involved in the realization of Globe's vision, mission, goals, and corporate governance such that employees experience a sense of accountability and inspiration in the workplace. This may translate to programs for employees' training and development and health, safety, and welfare.
- Ensures that there is a group-wide policy and system governing RPTs and other unusual or infrequently occurring transactions, particularly those which pass certain thresholds of materiality. The policy includes, among others, the appropriate review and approval of material or significant RPTs, which guarantee fairness and transparency of the transactions and encompass all entities within the group, taking into account their size, structure, risk profile, and complexity of operations.
- Approves the selection of and assesses the performance of the Management led by the President and CEO, and control functions led by their respective heads including the Chief Risk Officer (CRO), Chief Compliance Officer, and Chief Audit Executive (CAE).
- Establishes an effective performance management framework that will ensure that the Management, including the CEO, and personnel's performance are at par with the standards set by our Board where due consideration on competency, integrity, technical expertise, and experience in Globe's business, either current or planned, is applied, among other considerations.
- Ensures the presence and adequacy of internal control mechanisms and systems for good governance. The minimum internal control mechanisms for our Board's oversight responsibility include, but shall not be limited to:
- Ensuring the presence of organizational and procedural controls supported by an effective management information system and risk management reporting system;
- Reviewing conflict-of-interest situations and providing appropriate remedial measures for the same as applicable to Management, Board members, and shareholders;
- Appointing a CEO with the appropriate ability, integrity, and experience to fill the role; and defining the duties and responsibilities of the CEO;
- Ensuring the review of the Corporation's personnel and human resources policies, compensation plan, and the management succession;
- Institutionalizing the internal audit function; and
- Ensuring the presence of, and regularly reviewing, the performance and quality of independent audit.
- Encourages environmental concern, sustainability and social responsibility among shareholders, stakeholders, and employees. The corporate governance proactive culture begins at the Board level.
- Motivates Globe to participate in domestic or regional corporate governance forums, conferences, fellowships, initiatives, such as, CG Scorecards, as an instrument to raise CG policies and practices and ensure that these remain relevant and updated;
- To the extent set forth above, orients all Board activities towards three general guidelines:
- All actions taken by the Board are subject to the principle of legal permissibility. They must therefore not infringe on the appropriate provisions of Philippine law and the Corporation's constitutive documents, including the Board charter.
- All actions taken by the Board are subject to the principle of economic usefulness. They should accordingly contribute to increasing the value of the Corporation in a sustainably progressive manner that benefits the Corporation, its stakeholders, and the communities it operates in.
- The Board should, when carrying out its duties, be aware of its duty as the governing body of a public utility rendering public service.
Policy on Remuneration of Board
In accordance with our By-Laws, MCG, and Board Charter, it is one of our Board's duties to align the remuneration of Board members with Globe's long-term interests. Our Board formulates and adopts a policy specifying the relationship between remuneration and performance of directors. The same policy also specifies the relationship between remuneration and performance of employees and Management that consider, among others, the level of remuneration as commensurate to the responsibilities of the role. Our Compensation and Remuneration Committee also exists to assist our Board in the development and maintenance of the policy on remuneration as well as such other matters in relation thereto. No director shall participate in discussions or deliberations involving his own remuneration. The executive director shall not receive per diem remuneration in addition to his remuneration as part of Globe's Management in his role as the President and CEO.
The Board's remuneration is set at an optimum level to attract and retain high caliber directors who continuously and effectively deliver services. In accordance with Globe's By-Laws, the Board receives, pursuant to a resolution of the stockholders, fees and other compensation for their services as directors and members of committees of the Board of Directors. The annual per diem remuneration received by each director is disclosed in Globe's annual reports and reflected in the Globe website under the Board Remuneration page. Our directors, including the independent non-executive directors, do not receive options, performance shares or bonuses other than their per diem remuneration as directors.
Globe provides a clear disclosure of its policies and procedure for setting Board and executive remuneration, as well as the level and mix of the same in our ACGR. Meanwhile, the remuneration structure of Management shall also be disclosed in Globe's annual reports. The structure shall be kept such that the variable component increases as the executive moves up in the corporate ladder.
Policy on Training of Directors and Officers
In accordance with our MCG, Globe shall have trainings for directors, including an orientation program for first-time directors and relevant annual continuing training for all directors. All directors, including key officers, shall continually be informed of the developments in the business and regulatory environments, including emerging risks relevant to the Corporation. Training and/or seminar programs shall involve courses on CG matters relevant to Globe, including audit, internal controls, risk management, sustainability, and strategy. Directors, with assistance from the Corporate Secretary and Chief Compliance Officer, shall assess their own training and development needs in determining the coverage of their continuing training and/or seminar program.
In accordance with our MCG, prior to assuming office, a new director must attend an orientation seminar or training program on CG. Existing directors shall attend CG training programs, seminars, or sessions for continuing professional development. If necessary, Globe will allocate funds for this purpose. Orientation programs and trainings for first-time directors shall be for at least eight (8) hours, while the annual CG continuing training program/s shall be for at least four (4) hours. Such training programs shall be conducted only by SEC-accredited training providers or such other training providers as approved by the SEC.
The attendance of our Board and key officers to the CG training programs and seminars are properly and timely disclosed to the SEC, PSE, and Philippine Dealing & Exchange Corporation (PDEx), reflected in our annual report, and posted on our company website. There is likewise an annual strategy workshop held at the beginning of the year to discuss Globe’s strategic direction for the entire year.
Policy on Board Diversity
In addition to the qualifications, disqualifications, and other criteria set forth in our corporate documents and relevant law in relation to the nomination and election of members of the Board of Directors, we are committed to promote and observe diverse membership among our directors.
The Board, led by the Chairman, encourages our shareholders to nominate candidates who will diversify membership in the Board. Therefore, as company policy, no director or candidate for directorship shall be discriminated upon by reason of gender, age, disability, ethnicity, nationality, or political, religious, or cultural backgrounds.
Our MCG reiterates this policy and our Board Charter further strengthens this commitment to a diverse Board. Our board diversity objectives are to encourage and have: a) at least three (3) independent directors, one (1) of whom shall be a female, at all times, b) at least one (1) member director with global expertise in digital technology, c) at least one non-Filipino member director, and, d) a young and very experienced member director to offer fresh ideas and add diversity in opinion to the Board. Directors must also have understanding of the telecommunications industry or sufficient professional experience and competence in other relevant industries, which further encourages a diversified collaboration of views and skill set within our Board.
In implementation of our board diversity policy, we have one (1) female non-executive and independent director in the Board who is also a Singaporean, Ms. Saw Phaik Hwa. We also have Mr. Samba Natarajan who is one of our non-executive directors; he is an American and has global expertise in digital technology, among his other notable professional experience. We also have Mr. Lang Tao Yih, Arthur who is our newly elected non-executive director and Co-Vice Chairman for the year 2017; Mr. Lang is Singaporean and our youngest board member this year, under 50 years old, who also shares his very fruitful global professional experience to our Board.
We have a very diverse mix of directors from different ethnic backgrounds and nationalities with professional backgrounds and experience in various industries other than the telco industry such as accounting and audit, real estate, sales and marketing, network operations, IT solutions, customer and services management, and CG and strategic planning. Our directors' educational backgrounds also provide another layer of diversity in the discussions, mindsets and judgment in our Board as our directors have educational backgrounds including biochemistry, business administration, marketing and ﬁnance, metallurgical engineering, and mathematical sciences, among others.
None of our independent directors serve in more than five boards of publicly listed companies and have served Globe in the same capacity for more than nine years, as provided in our MCG and Board Charter. Our executive director also does not serve any other publicly listed company's board.
Policy on Succession Planning
The Board shall ensure an effective succession planning for its directors and Management to safeguard the transfer of Globe leadership. In accordance with our MCG, retirement age for directors shall be eighty (80) years old. The Board may, however, amend this policy, as it may deem appropriate, taking into consideration local and global trends and practices, stature, and strong qualifications of a director.
The retirement age for Management shall follow the compulsory retirement age prescribed under the Labor Code of the Philippines.
General Disclosure Policy
Globe shall make a full, fair, accurate, and timely disclosure to the public of every material fact or event that occurs, particularly on the acquisition or disposal of significant assets, which could adversely affect the viability or the interest of its shareholders and stakeholders.
Our management is continuously committed to high standards of disclosure, transparency, and accountability. The management established the sustainability policy and reviews its adequacy at the highest level periodically and allocated resources to ensure effective implementation. The practice of sustainability reporting was implemented as a means to provide fair, accurate, and meaningful assessment of its overall performance on triple bottom line (Economic, Environment, and Social) responsibility to our stakeholders including investors.
As a listed company in the PSE and PDEx, with reportorial requirements, rules and applicable laws as well as regulations of relevant regulatory agencies, we aim to provide a fair, accurate, complete, and meaningful assessment of our company's financial performance and prospects through the annual report, quarterly financial reports, and analyst presentations. We practice regular disclosure of our financial results. Quarterly financial results are immediately disclosed after the approval by the Board to PSE and SEC. Quarterly and year-end financial statements and detailed management's discussion and analysis are filed within 45 and 105 calendar days, respectively from the end of the financial period. Our financial reporting disclosures are in compliance with the PSE and SEC requisites. Beginning last year, we have driven management and respective departments to release our audited financial statements within 60 days from financial year-end, in compliance with the ACGS standard that is earlier than the local regulatory deadline. These reports are made available to the analysts after disclosure, as well as released through various media channels, on our company website. In case of mergers, acquisitions, and/or takeovers requiring shareholders' approval, the board of directors of the offeree company shall appoint an independent party to evaluate the fairness of the transaction price. Such are disclosed in our financial statement and relevant reports. We also ensure our compliance with applicable law, rules, and regulations prescribed by the SEC and the PSE. Any market-sensitive information such as dividend declaration is also disclosed to the SEC and PSE and then released through various modes of communication.
In accordance with our strong advocacy for CG, we recognize the importance of regular communication with our investors, and are committed to high standards of disclosure, transparency, and accountability through our Investor Relations (IR) program. Our IR Program is geared towards fulfilling our commitment to a transparent disclosure regime and accessibility for all stakeholders.
In addition to the Annual Stockholders' Meeting, we extend various venues for stakeholders to communicate effectively with us through the conduct of analysts' briefings, ad hoc briefings, investor conferences, media briefings, one-on-one or small group meetings, and investor days that are organized by our IR Department and/or Corporate Communications Group or in partnership with our shareholders, broker, or other partner institutions. Other than keeping the company website up-to-date, these venues provide another means for us to discuss our quarterly financial results, announcements, material disclosures, and other relevant information with stakeholders. In the past years, we have been further streamlining communication efforts and opening up several new customer touch points, enabling them to interact with us at their convenience. Among other enhancements, we utilized email, live chat, SMS, website, and social media channels (e.g. Facebook, Twitter, Instagram) to provide our customers with real-time information and quicker responses to concerns. A conference call facility is set up during analysts' briefings and meetings to enable wider participation among shareholders and other stakeholders. We also participate in both local and international investor conferences, which host various shareholders and other stakeholders. Details and information on these conferences are published on our corporate website. We have sustained this convenient and accessible line of communication through our IR Program in the last financial year and will continue to enhance this in the succeeding years. We fully understand that the changes and progress in digital lifestyle include the fast-paced character of our customers, shareholders, and different stakeholders. Because of this, our company website must also be an effective channel of information and a manifestation of CG advocacy. Among other information, we keep our website up-to-date with corporate announcements, reports, and disclosures that are accessible to all stakeholders.
Our website is regularly reviewed and maintained. Thus, we encourage our subscribers and stakeholders to explore the Corporate Governance and Investor Relations pages of our website to learn more about our wonderful corporate culture apart from our products and services.
Related Party Transactions Disclosure Policy
We disclose, review, and approve RPTs in accordance with the principles of transparency, integrity, and fairness to ensure that they are at arm's length, the terms are fair, and they will inure to the best interest of Globe, our subsidiaries or affiliates, and all our shareholders.
Proper disclosure of the Corporation's RPTs are in accordance with the disclosure rules and applicable filings of the SEC, the PSE, and other pertinent regulatory agencies.
RPTs are disclosed in our financial statements, annual reports including but not limited to the ACGR and other applicable filings in accordance with the relevant rules and issuance of the SEC and other applicable regulatory bodies. The disclosure includes, but is not limited to, the name of the related party, relationship with the corporation for each RPT, and the nature and value for each RPT. Such disclosure is also made publicly available, for the benefit of all shareholders and other stakeholders, through our website and such other media channels as applicable.
In accordance with our MCG and the Audit and RPT Committee Charter, the Audit and RPT Committee shall be instrumental in implementing the RPT policy. Shareholders, including minority shareholders, and other stakeholders shall be provided with proper guidelines and procedures for right of action and remedies that are readily accessible to redress corporate conduct in case of any abuse on such transactions (e.g. email account and hotline numbers) through a whistleblowing mechanism. More detailed information about RPTs, proper disclosure of RPTs, and the whistleblowing mechanism in relation to RPTs is provided in the Policy on Related Party Transactions.
Policy on Multiple Board Seats
In accordance with our MCG, the Board may consider the adoption of guidelines on the number of directorships that its members can hold in publicly listed companies. The optimum number should take into consideration the capacity of a director to diligently and efficiently perform his duties and responsibilities. Among others, these guidelines provide for:
- The non-executive directors of the Board may concurrently serve as directors to a maximum of five (5) publicly listed companies to ensure that they have sufficient time to fully prepare for meetings, challenge Management's proposals or views, and oversee the long-term strategy of the Corporation.
- The President and CEO and other executive directors may be covered by a lower indicative limit for membership in other boards, but in no case shall any executive director serve as such on more than two (2) boards of publicly listed companies outside the group. A similar limit may apply to independent or non-executive directors who, at the same time, serve as full-time executives in other corporations. In any case, the capacity of directors to diligently and efficiently perform their duties and responsibilities to the boards they serve should not be compromised.
- Any limitation in the number of directorships outside of Globe shall not include directorships in the Corporation's subsidiaries, affiliates, parent corporation, and affiliates and subsidiaries of the parent corporation.
Policy on Data Privacy and Intellectual Property Rights
We respect customer and stakeholder privacy and intellectual property. As such, we secure and protect Customer Data with proper safeguards to ensure confidentiality and privacy; prevent loss, theft, or use for unauthorized purposes; and comply with the requirements of the law. Permission is granted to electronically copy and print hard copy portions from our company for the sole purpose of customers to view or pay their own Globe Telecom bills. Any other use of materials on our website, including reproduction for purposes other than those noted above, modification, distribution, or republication, without our prior written permission is strictly prohibited.
As communications over the internet may not be secure, we make reasonable and appropriate security arrangements and measures that use a variety of physical, electronic, and procedural safeguards to protect Customer Data. For example, we protect and keep information submitted through our website safe using a secured server behind a firewall, encryption, and other appropriate security controls. When information is entered through our website, we encrypt the information using Secure Sockets Layer technology (SSL), so that it cannot be read as the information travels over the internet. We regularly review our information collection, storage, and processing practices, including physical security measures, to guard against unauthorized access to our system and unauthorized alteration, disclosure, or destruction of information we hold.
Among other safeguards, we keep our records as accurate as possible. If customer personal information is wrong, we give ways to update it. Registered customers may access account details and correct personal information by contacting Globe Customer Care ((+632) 7730-1000 or 211 using your mobile phone) or his/her designated relationship manager, as may be applicable; or by visiting any Globe Store. The contact details of our Privacy Officer are likewise publicly available through our website and effective procedures are in place in case of a report or complaint on data privacy or intellectual property. Rest assured, we do our utmost to comply with relevant rules and laws on data privacy and intellectual property rights.
IT Governance and Cybersecurity
An enterprise wide assessment of risks is performed by Management and business teams as part of our annual planning and budgeting process, the results of which are reported to and reviewed by the Board. This assessment focuses on identifying the key risks that threaten the achievement of our business objectives at corporate and business unit levels, as well as the assignment of risk owner/s and development of plans in managing such risks. The established strategies and plans to address the risks are continuously developed, updated, improved, and reviewed for effectiveness. On a regular basis, Management discusses the current risk levels and status of implementation of mitigation plans.
We also established a coordinated end-to-end operational risk assessment program to identify, assess, treat, monitor, and report risks for effective and informed business decisions. Management is apprised of the results of the assessments, particularly the most significant risks for inputs on strategies and action plans and guidance on issues needing further review.
Identifying and Management of IT Risks
Globe recognizes that IT risks such as technology shift risk, change program risk, competition risk, cyber threats, data privacy, and business disruptions remain part of our top risks, which is why we have set out practices and procedures to address these including, but not limited to, partnering with relevant institutions such as the Philippine Disaster Recovery Foundation (PDRF). The detailed discussion on our IT risks, cyber threats, and business disruptions as well as our action to protect our business against these are included in our annual reports, including our 2017 Integrated Report (pp. 34, 47, 87, 122-123).
Unlike most organizations, we have our Information Security and Data Privacy Division (ISDP), which is a fully operationalized, independent group that focuses on Globe's privacy and cybersecurity matters. The appointment of our Chief Information Security Officer (CISO) and Data Privacy Officer (DPO), Mr. Anton Reynaldo M. Bonifacio, further establishes Globe's adherence to the country's Data Privacy Act of 2012 (Republic Act 10173). Mr. Bonifacio also leads ISDP and reports directly to our CTIO together with our CTO, for complete governance and enforcement of policies especially those in relation to cybersecurity and data privacy.
IT Governance and Cybersecurity Report to the Board
Cybersecurity programs and issues are reported to the Board, through the Audit and RPT Committee, on a quarterly basis or more frequently as necessary and to the Board. The reports include project updates for Globe's various cybersecurity transformation programs, critical incidents, and threats including any business disruption, among others.
Board Action for IT Governance and Cybersecurity
Among its activities on cybersecurity, Globe has been running a three-year Cybersecurity Transformation Program since 2014. We are now on the tail-end of its completion and have launched the next phase, which will be another two-year initiative. In March 2017, Globe launched the Globe Advanced Security Operations Center (ASOC), a state-of-the-art cybersecurity center dedicated to protect Globe and our customers' data amid an increasingly hostile digital environment. Our ASOC is linked to more than 1,600 cybersecurity professional worldwide and houses the infrastructure and teams that deliver customer service, platform management, threat detection, threat hunting, and incident response for both Globe and our customers.
Globe, through the leadership of our Board of Directors, invests generously to ensure that our cybersecurity programs are effective. We fully acknowledge the different issues, concerns, and regulations that are inherent given a very active digital world. Globe sees these as opportunities for cooperation and collaboration with both private and public entities in achieving sustainable quality business.
Business Continuity Management (BCM) Policy
Globe values people and puts customers first in everything we do. We build sustainable, resilient, and reliable infrastructures and operating systems that will ensure continuity of our services before, during, and after any disaster. At the core of our BCM is a robust enterprise architecture that will protect the integrity of customer data and transactions at all times.
Our network infrastructure is designed to ensure service disruptions are at a minimum or, at best, non, with strategic redundancies embedded within our architecture. We have standby resources—physical, financial, and manpower augmentation through our network of vendor partners and shareholder community—to overcome large-scale business disruptions and disastrous events, so that our customers will continually be served with mobile, data, and other telecommunications services. It is management's primary objective, including our critical business partners to meet this commitment.
We commit to:
- Prioritize the safety and well-being of all Globe employees and their families;
- Ensure the continuity of key products and services, and keep customer service impacts to a minimum;
- Conduct a regular review of our and our partners' management systems to ensure that the commitment of this policy are being delivered and continuously improve on business continuity capacity in accordance with local and international standards and best practices;
- Comply to all laws and regulatory obligations applicable to our telecommunication business; and
- Establish critical public and private partnerships that create value for our stakeholders and provide meaningful humanitarian assistance to affected areas.
In accordance with our MCG, the Board ensures that all our shareholders, including minority shareholders are treated equally and fairly. In relation to the class of shares they hold, shareholders with the same class of shares are treated equally as well and in accordance with the rights each share entitles them to and applicable laws. Our shareholders’ rights are in our MCG, By-Laws, and Articles of Incorporation. At the minimum, our Board shall be committed to respect the following basic rights of our shareholders:
- Voting Right
Shareholders, including minority shareholders, have the right to elect, remove and replace directors and vote on certain corporate acts in accordance with the Corporation Code. The nomination procedures of the Corporation shall also be provided to all shareholders to promote awareness of their right to elect and vote at the Annual Stockholders Meetings through the notice and agenda of the meeting. Cumulative voting shall be used in the election of directors. Directors may be removed with or without cause, but directors shall not be removed without cause if it will deny minority shareholders representation in the Board. Removal of directors requires an affirmative vote of two-thirds (2/3) of the outstanding capital of the Corporation.
- Pre-emptive Right
All shareholders have preemptive rights as set out in the Corporation Code and the Articles of Incorporation, unless there is a specific denial of this right in the Articles of Incorporation or an amendment thereto. They shall have the right to subscribe to the capital stock of the Corporation. The Articles of Incorporation may lay down the specific rights and powers of shareholders with respect to the particular shares they hold, all of which are protected by law so long as they are not in conflict with the Corporation Code.
- Right of Inspection
Shareholders shall be allowed to inspect corporate books and records including minutes of Board meeting and stock registries in accordance with the Corporation Code and shall be provided an annual report, including financial statements, without cost or restrictions.
- Right of Information
Upon request and for a legitimate purpose, a shareholder shall be provided, upon request, with periodic reports which disclose personal and professional information about the directors and officers and certain other matters such as their holdings of the Corporation's shares, dealings with the Corporation, relationships among directors and key officers, and the aggregate compensation of directors and officers. The Information Statement/Proxy Statement where these are stated must be distributed to the shareholders before annual general meetings and in the Registration Statement and Prospectus in case of registration of shares for public offering with the Commission.
The shareholders, including minority shareholders, shall have the right to propose the holding of a meeting, and the right to propose items in the agenda of the meeting, provided the items are for legitimate business purposes.
In accordance with existing law and jurisprudence, minority shareholders shall have access to any and all information relating to matters for which the Management is accountable for and to those relating to matters for which the Management should include such information and, if not included, then the minority shareholders can propose to include such matters in the agenda of stockholders’ meeting provided always that this right of access is conditioned upon the requesting shareholder's having a legitimate purpose for such access.
- Right to Dividends
Shareholders have the right to receive dividends subject to the discretion of the Board. However, the Commission may direct the Corporation to declare dividends when its retained earnings is in excess of 100% of Its paid-in capital stock, except:
- when justified by definite corporate expansion projects or programs approved by the Board.
- when the Corporation is prohibited under any loan agreement with any financial institution or creditor, whether local or foreign, from declaring dividends without its consent, and such consent has not been secured; or
- when it can be clearly shown that such retention is necessary under special circumstances obtaining in the Corporation such as when there is a need for special reserve for probable contingencies.
- Appraisal Right
In accordance with the Corporation Code, shareholders may exercise appraisal rights under the following circumstances:
- In case any amendment to the Articles of Incorporation has the effect of changing or restricting the rights of any shareholder or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence;
- In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in the Corporation Code; and
- In case of merger or consolidation.