Policy on Related Party Transactions
The Globe Policy on Related Party Transactions (RPTs) institutionalizes our assurance of the protection for our shareholders, including minority shareholders, and all stakeholders from abusive RPTs. It also reinforces the Corporate Governance principles of complete disclosure and transparency in relation to such transactions.
Among other key provisions, Globe’s Policy on RPTs provides for:
- the definition of RPTs,
- the coverage and materiality threshold,
- the guidelines to ensure arm’s length terms,
- the identification and prevention or management of potential or actual conflicts of interest,
- the role of and review by the Audit and RPT Committee in relation to RPTs,
- whistle-blowing mechanisms,
- the restitution of losses and other remedies for abusive RPTs, and
- the proper disclosure of RPTs, in addition to the provisions under Article III, Section 8.5 of our Manual of Corporate Governance.
The rights of minority shareholders are protected at all times, especially from abusive actions by, or in the interest of controlling shareholders. Globe ensures that its policies and processes cater to the best interest of all its shareholders, including minority shareholders, and other stakeholders. As such, all transactions including related party transaction that require shareholders' approval are submitted to all shareholders, including minority shareholders, for approval.
Shareholders, including minority shareholders, and other stakeholders are provided with proper guidelines and procedures for right of action and remedies that are readily accessible in order to redress the conduct of Globe (e.g. Facebook page, Twitter account, e-mail account, and hotline numbers), as necessary. Globe’s Policy on Whistle-blowing as stated in the Code of Conduct shall also apply to any abuse of RPT. With support from the Corporation's Human Resources Group, such whistle-blowing concerns and reports may be addressed to Mr. Niño Guardino, Labor Relations Manager. Whistleblowing in relation to RPTs shall be reported to the Audit and RPT Committee.
We disclose, review, and approve related party transactions, in accordance with the principles of transparency and fairness, to ensure that they are at arm's length, the terms are fair, and they will inure to the best interest of the corporation and its subsidiaries or affiliates and their shareholders. The RPTs are disclosed in our financial statements, annual reports, and other applicable filings in accordance with the relevant rules and issuance of the SEC, PSE, and other applicable regulatory bodies. The disclosures include, but are not limited to, the name of the related party, relationship with the corporation for each RPT, and the nature and value or each RPT. Such disclosures are also made publicly available, for the benefit of all shareholders and other stakeholders, through our website as seen below and such other media channels as applicable.
Non-compliance with any of the provisions of the policy on RPT shall result in the nullification of any agreement or contract involved in the execution of the RPT. A director, officer, employee, or related party is subject to the corresponding procedures and penalties under the company's Code of Conduct and relevant laws, as applicable.