CONTACT US: Sales: 0908 8145876 | 0908 8145870 || Accredited Hospitals: 0917 8834111 | 0908 8145874 || Cebu Office: 0912 474 3930 | 0967 340 3743
CONTACT US:
Sales: 0908 8145876 | 0908 8145870 ||
Accredited Hospitals: 0917 8834111 | 0908 8145874 || Cebu Office: 0912 474 3930 | 0967 340 3743
COMPLIANT/ | ADDITIONAL INFORMATION | EXPLANATION | |
The Board’s Governance Responsibilities | |||
Principle 1: The Company should be headed by a competent working board to foster the long-term success and sustainability of the corporation in a manner consistent with its corporate objectives and the long-term best interests of its shareholders and stakeholders. | |||
Recommendation 1.1 | |||
1. Board is composed of directors with collective | COMPLIANT | The academic qualifications, industry knowledge, Annual Report: | |
2. Board has an appropriate mix of competence and expertise | COMPLIANT | ||
3. Directors remain qualified for their positions individually | COMPLIANT | ||
Recommendation 1.2 | |||
1. Board is composed of a majority of non-executive directors. | NON-COMPLIANT | This requirement has been complied as of March 2023 with the election of new non- | |
Recommendation 1.3 | |||
1. Company provides in its Board Charter or Manual on Corporate Governance a policy on training of directors | COMPLIANT | THE MANUAL ON CORPORATE GOVERNANCE SECTION V.D. Onboarding Orientation and Continuing Training for Directors provides that the newly-elected directors shall attend a corporate governance orientation program of at least eight (8) hours provided by an SEC-accredited training provider, as soon as practicable thereafter. If a newly elected director should have already attended such training, the same shall serve as compliance with this requirement. | |
2. Company provides in its Board Charter or Manual on Corporate Governance an orientation program for first time directors | COMPLIANT | ||
3. Company has relevant | COMPLIANT | ||
Recommendation 1.4 | |||
1. Board has a policy on board diversity. | COMPLIANT | THE MANUAL ON CORPORATE GOVERNANCE SECTION V.C. | |
Recommendation 1.5 | |||
1. Board is assisted in its duties by a Corporate | COMPLIANT | The MANUAL ON CORPORATE GOVERNANCE SECTION V.H. Corporate Secretary provides that one of the duties of the Corporate Secretary is to assist the Board and the Board committees in the conduct of their meetings (i.e. agenda setting, preparation of annual schedule of meetings and
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2. Corporate Secretary is a separate individual from the Compliance Officer. | COMPLIANT | ||
3. Corporate Secretary is not a member of the Board of Directors | COMPLIANT | As of last year, the Corporate secretary is still a member of the Board because the Board decided that his expertise would be of positive impact to the company. This year, at the scheduled regular meeting of | |
4. Corporate Secretary | COMPLIANT | The Corporate Secretary received relevant training on | |
Recommendation 1.6 | |||
1. Board is assisted by a Compliance Officer | COMPLIANT | The MANUAL ON CORPORATE GOVERNANCE SECTION V.G. Compliance Officer. Provides that one of the duties of the Compliance Officer is to assist the Board in its duties.
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2. Compliance Officer has a rank of Vice President or an equivalent position with | COMPLIANT | ||
3. Compliance Officer is not a member of the Board. | COMPLIANT | ||
4. Compliance Officer attends training/s on corporate governance annually. | NON- | The Board is requiring the Compliance Officer to attend additional trainings on |
Principle 2: The fiduciary roles, responsibilities and accountabilities of the Board as provided under the law, the Company’s articles and by- laws, and other legal pronouncements and guidelines should be clearly made known to all directors as well as to stockholders and other stakeholders. | |||
Recommendation 2.1 | |||
1. Directors act on a fully informed basis, in good faith, with due diligence and care, | COMPLIANT | As provided in the Manual on Corporate Governance, | |
Recommendation 2.2 | |||
1. Board oversees the | COMPLIANT | The Manual on Corporate Governance provides that the Board of Directors is primarily responsible for identifying and setting the Company’s strategic directions as well as its
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2. Board oversees and | COMPLIANT | ||
Recommendation 2.3 | |||
1. Board is headed by a competent and qualified Chairperson. | COMPLIANT | The details and qualifications of the Chairperson can be found in the Annual Report.
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Recommendation 2.4 | |||
1. Board ensures and adopts an effective succession planning program for directors, key officers, and management. | COMPLIANT | THE MANUAL ON CORPORATE GOVERNANCE SECTION V.A.2 SPECIFIC DUTIES AND FUNCTION AND V.B.2 CORPORATE GOVERNANCE COMMITTEE contain information on our Company’s succession plan and retirement policies and programs.
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2.. Board adopts a policy on the retirement for directors and key officers. | COMPLIANT | ||
Recommendation 2.5 | |||
1. Board formulates and | COMPLIANT | The Board determines the relationship between remuneration and performance of key officers and Board members which should be aligned with the long-term interests of the Company.
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2. Board aligns the | COMPLIANT | ||
3. Directors do not participate in discussions or deliberations involving | COMPLIANT | ||
Recommendation 2.6 | |||
1. Board has a formal and transparent board | COMPLIANT | The Manual on Corporate Governance Section V.B.2 Corporate Governance Committee; and Section 2 | |
2. Board nomination and election policy is disclosed in the Company’s Manual on Corporate Governance. | COMPLIANT | ||
3. Board nomination and election policy includes how the Company accepts | COMPLIANT | ||
4. Board nomination and election policy includes how the board reviews nominated candidates. | COMPLIANT | ||
5. Board nomination and election policy includes an assessment of the effectiveness of the Board’s processes in the nomination, election or replacement of a | COMPLIANT | ||
6. Board has a process for identifying the quality of directors that is aligned with the strategic direction of the Company | COMPLIANT | ||
Recommendation 2.7 | |||
1. Board has overall | COMPLIANT | The Board has the overall responsibility in ensuring that transactions with related parties and other unusual or | |
2. RPT policy includes | COMPLIANT | ||
3. RPT policy encompasses all entities within the group, taking into account their size, | COMPLIANT | ||
Recommendation 2.8 | |||
1. Board is primarily | COMPLIANT | The Manual on Corporate Governance provides that the Board shall be responsible for the implementation of a process for the selection of directors who can add value and contribute independent judgment to the formulation | |
2. Board is primarily | COMPLIANT | The Board is primarily responsible for assessing the
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Recommendation 2.9 | |||
1. Board establishes an | COMPLIANT | The Board establishes an effective performance
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2.. Board establishes an | COMPLIANT | ||
Recommendation 2.10 | |||
1. Board oversees that an appropriate internal control system is in place | COMPLIANT | The Board oversees an appropriate internal control system for monitoring and managing potential conflict of interest of the Management, members and shareholders.
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
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2. The internal control system includes a mechanism for monitoring and managing potential conflict of interest of | COMPLIANT | ||
3. Board approves the Internal Audit Charter | COMPLIANT | The Company has an Internal Audit Charter approved by the Board. | |
Recommendation 2.11 | |||
1. Board oversees that the Company has in place a sound enterprise risk management (ERM) | COMPLIANT | The Board oversees the sound risk management
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2. The risk management | COMPLIANT | ||
Recommendation 2.12 | |||
1. Board has a Board Charter that formalizes and clearly states its roles, responsibilities, and accountabilities in carrying out its fiduciary duties. | COMPLIANT | The Board approved the Manual on Corporate Governance, which sets forth its purposes, authority, duties and responsibilities, structure, and procedures. Source Documents and Link: | |
2. Board Charter serves as a guide to the directors in the performance of their functions | COMPLIANT | ||
3. Board Charter is publicly available and posted on the Company’s website. | COMPLIANT | The Board Charter will be published this year. |
Principle 3: Board committees should be set up to the extent possible to support the effective performance of the Board’s functions, particularly with respect to audit, risk management, related party transactions, and other key corporate governance concerns, such as nomination and remuneration. | |||
Recommendation 3.1 | |||
1. Board establishes board committees that focus on specific board functions to aid in the optimal performance of | NON- | All Committees will be formed and | |
Recommendation 3.2 | |||
1. Board establishes an Audit Committee to enhance its oversight capability over the Company’s financial reporting, internal control system, internal and external audit processes, and compliance with applicable laws and | NON- | There is no official Audit Committee yet but one will be established this year | |
2. Audit Committee is composed of at least three ppropriately qualified non- | NON- | There is no official Audit Committee yet but one will be established this year | |
3. All the members of the committee have relevant background, knowledge, skills, and/or experience in the areas of accounting, auditing and finance | NON- | There is no official Audit Committee yet but one will be established this year | |
4. The Chairman of the Audit Committee is not the Chairman of the Board or of any other committee. | NON- | There is no official Audit Committee yet but one will be established this year | |
Recommendation 3.3 | |||
1. Board establishes a Corporate Governance | NON- | The Corporate and Governance Committee will be established this year. | |
2. Corporate Governance Committee is composed of at least three members, majority of whom should be | NON- | The Corporate and Governance Committee will be established this year. | |
3. Chairman of the Corporate Governance Committee is an independent director | NON- | The Corporate and Governance Committee will be established this year. | |
Recommendation 3.4 | |||
1. Board establishes a separate Board Risk Oversight Committee (BROC) that should be responsible for the oversight of a company’s Enterprise Risk Management | NON- | The Board Risk Oversight Committee (BROC) will be established this year. | |
2. BROC is composed of at least three members, the majority of whom should be independent directors, including the Chairman. | NON- | The Board Risk Oversight Committee (BROC) will be established this year. | |
3. The Chairman of the BROC is not the Chairman of the | NON- | The Board Risk Oversight Committee (BROC) will be established this year. | |
4. At least one member of the BROC has relevant thorough knowledge and experience on | NON- | The Board Risk Oversight Committee (BROC) will be established this year. | |
Recommendation 3.5 | |||
1. The Board establishes a Related Party Transactions | NON- | Related Party Transactions (RPT) Committee will be established this year. | |
2. RPT Committee is | NON- | Related Party Transactions (RPT) Committee will be established this year. | |
Recommendation 3.6 | |||
1. All established committees have a Committee Charters stating in plain terms their respective purposes, memberships, structures, | NON- | All committees are scheduled to be formed this year. | |
2. Committee Charters provide standards for | NON- | All committees are scheduled to be formed this year. | |
3. Committee Charters were fully disclosed on the Company’s website | NON- | All committees are scheduled to be formed this year. |
Principle 4: To show full commitment to the Company, the directors should devote the time and attention necessary to properly and effectively perform their duties and responsibilities, including sufficient time to be familiar with the corporation’s business | |||
Recommendation 4.1 | |||
1. The Directors attends and actively participates in all meetings of the Board, Committees, and shareholders in person or through tele-/videoconferencing conducted in accordance with the rules and regulations of the Commission. | COMPLIANT | Directors attend Board and Committee meetings and actively participate in deliberations and decisions in an objective manner, whether in person or through tele-/
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2. The directors review meeting materials for all | COMPLIANT | ||
3. The directors ask the necessary questions or seek clarifications and explanations during the Board and Committee meetings | COMPLIANT | ||
Recommendation 4.2 | |||
1. Non-executive directors concurrently serve as directors to a maximum of | COMPLIANT | The Manual on Corporate Governance has a policy limiting board seats that a non-executive director can hold simultaneously. | |
Recommendation 4.3 | |||
1. The directors notify the Company’s Board where he/she is an incumbent director before accepting a directorship in another company | COMPLIANT | The Directors will notify the Company’s Board before accepting a directorship in another company.
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Principle 5: The Board should endeavor to exercise an objective and independent judgment on all corporate affairs | |||
Recommendation 5.1 | |||
1. The Board is composed of | COMPLIANT | The Board is composed of seven (7) directors, two (2) of which are independent directors. | |
Recommendation 5.2 | |||
1. The independent directors possess all the necessary qualifications and none of the disqualifications to hold the position. | COMPLIANT | The Manual om Corporate Governance contains information on the qualifications of an independent director. https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5 | |
Recommendation 5.3 | |||
1. The independent directors serve for a maximum cumulative term of nine years. | COMPLIANT | Independent Directors have a maximum cumulative term | |
2. The Company bars an independent from serving in such capacity after the term limit of nine years | COMPLIANT | ||
3. ln the instance that the Company retains an | COMPLIANT | ||
Recommendation 5.4 | |||
1. The positions of Chairman of the Board and Chief Executive Officer are held by separate individuals | NON- | Since the Company is still in the process of transition, the positions are still held by the same person. | |
2. The Chairman of the Board and Chief Executive Officer have clearly defined | COMPLIANT | The Manual on Corporate Governance clearly defines the roles and responsibilities of the Chairman of the Board and the Chief Executive Officer. The Chairman of the Board and Section II.F. Chief Executive Officer
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Recommendation 5.5 | |||
1. If the Chairman of the Board is not an independent | NON- | The Company is in the process of transition. | |
Recommendation 5.6 | |||
1. Directors with material interest in a transaction | COMPLIANT | For 2022, no such abstention was required as no deliberations involved a conflict of interest. | |
Recommendation 5.7 | |||
1. The non- executive | NON- | The non-executive directors (NEDS) have been appointed and will assume their roles and functions this year. | |
2. The meetings are chaired by the lead independent director. | NON- |
Principle 6: The best measure of the Board’s effectiveness is through an assessment process. The Board should regularly carry out evaluations to appraise its performance as a body, and assess whether it possesses the right mix of backgrounds and competencies | |||
Recommendation 6.1 | |||
1. The Board conducts an annual assessment of its performance as a whole | COMPLIANT | The Board conducts an annual self-assessment of its | |
2.The performance of the Chairman is assessed annually by the Board | COMPLIANT | ||
3. The performance of the individual member of the Board is assessed annually by the Board | COMPLIANT | ||
4. The performance of each committee is assessed annually by the Board. | COMPLIANT | ||
5. Every three years, the assessments are supported | COMPLIANT | ||
Recommendation 6.2 | |||
1. Board has in place a system that provides, at the minimum, criteria and process to etermine the performance of the Board, individual directors and committees. | COMPLIANT | The Company has a board assessment process in place. | |
2. The system allows for a feedback mechanism from the shareholders | COMPLIANT | The shareholders may send their feedback to the following contact details: |
Principle 7: Members of the Board are duty-bound to apply high ethical standards, taking into account the interests of all stakeholders | |||
Recommendation 7.1 | |||
1. Board adopts a Code of Conduct and Ethics, which provide standards for professional and ethical behavior, as well as articulate acceptable and unacceptable conduct and practices in | COMPLIANT | The Code of Conduct, applicable to all Directors of the Board, Management Team, and employees, sets out clear standards for professional behavior and empowers all to do the right thing. | |
2. The Code is properly disseminated to the Board, senior management and employees. | COMPLIANT | The Code of Conduct was properly disseminated to the | |
3. The Code is disclosed and made available to the public through the company website | NON-COMPLIANT | The Code is being finalized and will be made available to the company website once the Board approved the final version of the Code. | |
Recommendation 7.2 | |||
1. Board ensures the proper and efficient implementation and monitoring of compliance with the Code of Business | COMPLIANT | To make sure that the Standards of Ethical Conduct are followed, we have our own Code of Discipline. The Board of Directors and all staff are required to uphold the Standards
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2. Board ensures the proper and efficient implementation and monitoring of compliance with company internal policies | COMPLIANT |
Principle 8: The Company should establish corporate disclosure policies and procedures that are practical and ln accordance with best practices and regulatory expectations. | |||
Recommendation 8.1 | |||
1. Board establishes | COMPLIANT | The Company recognizes that the most cogent proof of good corporate governance is that which is visible to the eyes of its investors. All shareholders shall be allowed to inspect corporate books and records, including minutes of | |
Recommendation 8.2 | |||
1. Board fully discloses all relevant and material information on individual board members to evaluate | COMPLIANT | The directors’ academic qualifications, share-ownership in the Company, membership in other boards, other executive positions, professional experiences, expertise, and relevant trainings attended can be found in the Annual | |
2. Board fully discloses all relevant and material | COMPLIANT | ||
Recommendation 8.3 | |||
1. Company provides a clear disclosure of its policies and procedure for setting Board remuneration, including the level and mix of the same in the Annual Corporate Governance Report consistent with ASEAN Corporate Governance Scorecard (ACGS) and the Revised Corporation Code | COMPLIANT | Remuneration for board members is a key component of corporate governance and is an important consideration
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2. Company provides a clear disclosure of its policies and procedure for setting Executive remuneration, including the level and mix of the same in the Annual Corporate Governance Report consistent with ASEAN Corporate Governance Scorecard (ACGS) and the Revised Corporation Code | COMPLIANT | ||
3. Company discloses the remuneration on an individual basis, including termination and retirement provisions. | NON-COMPLIANT | The Company chose not to disclose remuneration. | |
Recommendation 8.4 | |||
1. Company discloses its policies governing Related Party Transactions (RPTs) and | COMPLIANT | The Company has a Related Party Transactions Policy in
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2. Company discloses | COMPLIANT | ||
Recommendation 8.5 | |||
1. Company’s corporate | COMPLIANT | Manual on Corporate Governance: | |
2. Company’s MCG is posted on its company website | NON- | MCG is to be uploaded in the company website. |
Principle 9: The Company should establish standards for the appropriate selection of an external auditor, and exercise effective oversight of the same | |||
Recommendation 9.1 | |||
1. Audit Committee has a robust process for approving and recommending the appointment, reappointment, removal, and fees of the external auditors. | COMPLIANT | The Audit Committee recommends to the Board the appointment, reappointment, removal and fees of the External Auditor, duly accredited by the Commission, who undertakes an independent audit of the corporation, and provide an objective assurance on the manner by which the financial statements should be prepared and presented to the stockholders. | |
2. The appointment, | COMPLIANT | ||
3. For removal of the external auditor, the reasons for removal or change are disclosed to the regulators and the public through the | COMPLIANT | The removal of external auditor, the reasons for removal or change will be disclosed to the regulators and the public through the company website. | |
Recommendation 9.2 | |||
1. Audit Committee | COMPLIANT | The Audit Committee Charter Includes the Committee’s responsibility on assessing the integrity and independence of external auditors, exercising effective oversight to review | |
2. Audit Committee Charter contains the Committee’s responsibility on reviewing and monitoring the external | COMPLIANT | ||
Recommendation 9.3 | |||
1. Company discloses the nature of non-audit services performed by its external auditor in the Annual Report to deal with the potential | COMPLIANT | There was no conflict of interest noted. External auditors were aware of this control. | |
2. Audit Committee stays alert for any potential conflict of interest situations, given the guidelines or policies on non- audit services, which could be | COMPLIANT | There was no conflict of interest noted. External auditors were aware of this control. |
Principle 10: The Company should ensure that the material and reportable non-financial and sustainability issues are disclosed. | |||
Recommendation 10.1 | |||
1. Board has a clear and | COMPLIANT | The Board adopts a globally recognized standard/framework in disclosing to all shareholders/members all material information about the Company which could adversely affect its viability or the interests of the shareholders. Such information include,
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2. Company adopts a globally recognized | COMPLIANT |
Principle 11: The Company should maintain a comprehensive and cost-efficient communication channel for disseminating relevant information. This channel is crucial for informed decision – making by investors, stakeholders and interested users. | |||
Recommendation 11.1 | |||
1. The Company should have a website to ensure a comprehensive, cost efficient, transparent, and timely manner of disseminating relevant information to the public. | COMPLIANT | Link to our company website: |
Principle 12: To ensure the integrity, transparency and proper governance in the conduct of its affairs, the Company should have a strong and effective internal control system and enterprise risk management framework. | |||
Recommendation 12.1 | |||
1. Company has an adequate and effective internal control system in the conduct of its business. | COMPLIANT | The chart of quality service programs for internal audit
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2. Company has an adequate and effective enterprise risk management framework in the conduct of its business | COMPLIANT | The details on this can be found in Manual on Corporate Governance Section V.K. Risk Officer and the Risk Management Framework – Enterprise Operating Guideline. | |
Recommendation 12.2 | |||
1. Company has in place an independent internal audit function that provides an independent and objective assurance, and consulting services designed to add value and improve the Company’s operations. | COMPLAINT | The details can be found in the Internal Audit Charter. | |
Recommendation 12.3 | |||
1. The Company has a | NON- | The Company does not have an officially appointed Chief Audit Executive yet. | |
2. CAE oversees and is | NON- | The Company does not have an officially appointed Chief Audit Executive yet. | |
3. ln case of a fully outsourced internal audit activity, qualified independent executive or senior management personnel is assigned the responsibility for managing the fully outsourced internal audit | NON- | The Company does not have an officially appointed Chief Audit Executive yet. | |
Recommendation 12.4 | |||
1. The Company has a | NON- | The Company does not have a separate section devoted to risk management. | |
Recommendation 12.5 | |||
1. In managing the Company’s Risk Management System, the Company has a Chief Risk Officer (CRO), who is the ultimate champion of Enterprise Risk Management (ERM). | NON- | The company does not have an officially appointed Chief Risk Officer yet. | |
2. CRO has adequate | NON- | The company does not have an officially appointed Chief Risk Officer yet. |
Principle 13: The Company should treat all shareholders fairly and equitably, and also recognize, protect and facilitate the exercise of their rights. | |||
Recommendation 13.1 | |||
1. Board ensures that basic shareholder rights are disclosed in the Manual on Corporate Governance | COMPLIANT | The Board is committed to respect the rights of the 1. Voting Right 2. Power of 3. Right to Information 4. Right to Dividends 5.Appraisal Right
Manual on Corporate Governance, Section X. | |
2. Board ensures that basic shareholder rights are disclosed on the Company’s website. | NON-COMPLIANT | Basic shareholder rights will be disclosed on the company’s website. | |
Recommendation 13.2 | |||
1. Board encourages active shareholder participation by sending the Notice of Annual | NON – COMPLAINT | As provided in the Manual on Corporate Governance, the Board should be transparent and fair in the conduct of the annual and special shareholders’ meetings of the Corporation. The shareholder should be encouraged to personally attend such meetings. If they cannot attend, they should be apprised ahead of time of their right to appoint a proxy. Subject to the requirements of the by-laws,
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Recommendation 13.3 | |||
1. Board encourages active shareholder participation by making the result of the votes | COMPLIANT | The Minutes of the Meetings are being disclosed to the | |
2. Minutes of the Annual and Special Shareholders’ Meetings are available on the company website within five business days from the end of the meeting. | NON- | The Minutes of the Meeting are to be uploaded to the website. | |
Recommendation 13.4 | |||
1. Board has an alternative dispute mechanism to resolve | COMPLIANT | Section V.2.J. of the Manual and Corporate Governance | |
2. The alternative dispute | COMPLIANT |
Principle 14: The rights of stakeholders established by law, by contractual relations and through voluntary commitments must be respected. Where stakeholder’s rights and/or interests are at stake, stakeholders should have the opportunity to obtain prompt effective redress for the violation of their rights. | |||
Recommendation 14.1 | |||
1. Board identifies the | COMPLIANT | The General Information Sheet (GIS) identifies the
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Recommendation 14.2 | |||
1. Board establishes clear | COMPLAINT | The Manual on Corporate Governance provides that the Board shall provide for its stakeholders a mechanism on the fair treatment, protection and the enforcement of their
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Recommendation 14.3 | |||
1. Board adopts a transparent framework and process that allows stakeholders to communicate with the | COMPLIANT | Our stakeholders can voice their concerns and/or |
Principle 15: A mechanism for employee participation should be developed to create a symbiotic environment, realize the Company’s goal and participate in its corporate governance processes. | |||
Recommendation 15.1 | |||
1. Board establishes policies, programs and procedures that encourage employees to | COMPLIANT | The General Information Sheet (GIS) identifies the
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Recommendation 15.2 | |||
1. Board sets the tone and makes a stand against corrupt practices by adopting an anti-corruption policy and | COMPLAINT | Section III of the Code of Business Conduct and Ethics | |
2. Board disseminates the policy and program to employees across the | COMPLAINT | The Code of Conduct is annually disseminated to all
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Recommendation 15.3 | |||
1. Board establishes a | COMPLIANT | The Whistleblower program of the Company provides a | |
2. Board establishes a | COMPLIANT | ||
3. Board supervises and | COMPLIANT |
Principle 16: The Company should be socially responsible in all its dealings with the communities where it operates. It should ensure that its interactions serve its environment and stakeholders in a positive and progressive manner that is fully supportive of its comprehensive and balanced development. | |||
Recommendation 16.1 | |||
1. Company recognizes and places importance on the interdependence between business and society, and promotes a mutually beneficial relationship that allows the Company to grow its business, while contributing to the | NON-COMPLIANT | Corporate Social Responsibility has to be established this year. |