Corporate Governance Policies
Revised Corporate Governance Manual
The Revised Corporate Governance Manual (“RCGM”) institutionalizes the principles of good corporate governance throughout the organization. It lays the foundation to the Company’s compliance system and identifies the responsibilities of the Board and Management in relation to corporate governance. It also states the Company’s policies on disclosure and transparency, and mandates the conduct of communication and training programs on corporate governance. The RCGM further provides the rights of all shareholders and the protection of the interest of the minority shareholders.
The Company’s RCGM, Board and different Board Committee Charters, and the Corporate Governance organizational structure are regularly reviewed to ensure compliance with regulatory issuances and keep pace with the constant development of corporate governance best practices. Continuous improvement and monitoring of governance and management policies have been undertaken to ensure that the Company observes good governance. The Company also consistently strives to raise its financial reporting standards by adopting and implementing prescribed Philippine Financial Reporting Standards.
Code of Business Conduct and Corporate Governance Policies
To reinforce the governance framework, the Company put in place the Code of Business Conduct and adopted policies on Conflict of Interest, Anti-Bribery and Anti-Corruption, Whistleblowing, Insider Trading, Material Related Party Transactions, Stakeholders Health Safety and Welfare, Protection of Creditors’ Rights, Board Nomination and Election, Succession Planning and Remuneration, Board Diversity, Corporate Disclosure, Supplier Accreditation, among others.
Code of Business Conduct
The fundamental principle of this Code is the expectation that all JGSHI employees, subsidiaries and affiliates are required to conduct their dealings in the interest of the Company and in accordance with the highest legal and ethical standards. Thus, everyone must observe the Company’s core values, acceptable norms, and the policies indicated in the Code of Business Conduct in all of our business activities and future endeavors.
Anti-Bribery and Anti-Corruption Policy
JGSHI upholds its commitment to the highest standards of integrity as set out in the Company’s core values. It is the duty of Company employees to avoid acts which might reflect adversely upon the integrity and reputation of the Company and to act with honor in every undertaking with all the stakeholders, keeping in mind the principle of always doing the right thing because it is the right thing to do, even when no one else is watching.
Conflict of Interest Policy
It is the duty of the Company to protect the interests of all stakeholders and ensure procedures are in place to guide its directors, officers, employees, consultants, agents or representatives, in handling transactions where actual, potential, or perceived conflicts of interest may arise. In this regard, the directors, employees and consultants are directed to ensure that all work-related decisions, actions, or inactions are above-board and based on sound business principles and judgment and devoid of bias or partiality. This policy aims to strengthen the stakeholders’ confidence in the good governance of the Company by promoting the core value of integrity and reinforcing its Code of Business Conduct and Anti-Bribery and Anti-Corruption policies and programs, as well as, ensure that business decisions always reflect independent judgment and discretion, and are based on the best interests of the Company.
Material Related Party Transactions Policy
It is the policy of the Company to conduct all Related Party Transactions (“RPT”) on an arm’s length basis, on fair and reasonable terms and conditions no less favorable than any such terms available to unrelated third parties under the same or similar circumstances. MRPT refers to any related party transaction, either individually, or in aggregate over a twelve (12) - month period with the same related party, amounting to ten percent (10%) or higher of the Company’s total consolidated assets based on its latest audited financial statements. Its purpose is to protect the Company from conflict of interest by instituting the proper review, approval and reporting of transactions which may be entered into between or among the Company or any of its subsidiaries, associates, affiliates, joint venture, directors and officers.
Shareholders’ Welfare, Transparency, and Anti-Corruption
Duty to Shareholders
The Company is committed to ensure fair and equitable treatment of all shareholders, including the minority, and to protect their rights which include the right to vote on all matters that require their consent or approval, right to inspect corporate books and records, right to information, right to dividends and appraisal right.
JGSHI is transparent and fair in the conduct of its Annual and Special Shareholders’ meetings and encourages active shareholders participation. The Annual Stockholders’ Meeting (“ASM”) was held on May 13, 2022 by remote communication and was attended by shareholders owning or representing a majority of the outstanding capital stock and by all of the Board. The Notice of the ASM was published in the Manila Standard and Business World on April 18, 2022 in accordance with the CG Code for PLCs, and the Amended By-Laws, requiring said notice be sent to shareholders at least twenty-eight (28) days before the meeting. The shareholders are encouraged to attend such meetings. Shareholders who are unable to attend are apprised ahead of time of their right to appoint a proxy. In order for the Company to properly conduct validation procedures through its external auditor, stockholders who wish to participate via remote communication are instructed to notify the Company through email of their desire to vote in absentia. Subject to the requirements of law, rules and regulations and the Amended By-Laws, the exercise of that right shall not be unduly restricted and any doubt about the validity of a proxy shall be resolved in the favor of the shareholder.
In accordance with Article II, Section 7 of the Amended By-Laws, every stockholder is entitled to vote, in person or by proxy, for each share of stock held by him which has voting power upon matters in question.
The Company recognizes the right of all shareholders to be treated fairly and equally, whether they are controlling or minority; local or foreign. The Company respects the rights of shareholders as provided under the Revised Corporation Code and other laws, and as stated in its Articles of Incorporation and Amended By-Laws. These rights relate to the following, among others: (1) right to vote on all matters that require their consent or approval; (2) right to inspect corporate books and records; (3) right to information; (4) right to dividends; and (5) appraisal right. In furtherance of these rights, an Investor Relations Officer (“IRO”), under the Corporate Strategy Office, was appointed in order to communicate to the shareholders all material information on the activities of the Company.
Duty to Other Stakeholders
The Company recognizes and places importance on the interdependence between business and society, and promotes a mutually beneficial relationship that encourages the Company’s sustainable growth, while contributing to the advancement of the society where it operates. The Company employs value chain processes that take into consideration the Economic, Environmental, Social and Governance issues and concerns.
The Company adopts customer relations policies and procedures to protect the customer’s welfare. This includes providing and making available the customer relations contact information empowered to address and attend to customer questions and concerns.
The Company follows the Supplier Accreditation Policy to ensure that the Company’s suppliers and contractors are qualified to meet its commitments. Apart from the accreditation process, suppliers and contractors also undergo orientation on Company policies and ethical practices.
The Board also establishes policies, programs and procedures that encourage employees to actively participate in the realization of the Company’s goals and its governance including but not limited to:
- Health, Safety and Welfare
- Training and Development
- Rewards, Compensation and Benefits
Performance-enhancing mechanisms for employee participation
The Company complies with the standards and policies set by the Department of Labor and Employment. Likewise, the Company has Security and Safety Manuals that are implemented, reviewed and regularly updated to ensure the security, safety, health, and welfare of the employees in the workplace.
Anti-corruption programs and procedures
The ethical and behavioral standards that are expected of directors, officers and employees are set out and embodied in the Company’s Code of Business Conduct, Anti-Corruption Programs, Company Policies and Offenses Subject to Disciplinary Action (“OSDA”), among others. The same are disseminated to all directors and employees across the Company through trainings and advisories to embed them in the Company culture. On November 7, 2022, an online refresher on the Code of Business Conduct was launched where JGSHI garnered 100% training compliance for both its directors and employees. New employees are likewise oriented regarding policies and procedures related to Business Conduct. Further, employees of the Conglomerate are required to comply with the Self-Disclosure Activity on Conflict of Interest and Declaration of Gifts Received on an annual basis. Covered employees pledge their adherence to the Code of Business Conduct upon accomplishing the Self-Disclosure Form.
The Company also has an established suitable framework for whistleblowing and ensure its enforcement to allow employees and other stakeholders to freely communicate their concerns and any complaints including illegal or unethical practices or behavior, without fear of retaliation and to have direct access to an independent member of the Board or a unit created to handle whistleblowing concerns.
Any employee, business partner and other stakeholders may discuss or disclose in writing any concern on potential violation of the Code of Business Conduct with the Integrity and Ethics Council (“IECON”). Reports can be made in writing or by email using the following contact details:
- Email: firstname.lastname@example.org
- Mailing Address: IECON JG Summit Holdings, Inc. 40/F Robinsons Equitable Tower ADB Avenue corner P. Poveda St., Ortigas Center, Pasig City Metro Manila, Philippines
All information received in connection with the reports or disclosures shall be strictly confidential and shall not be disclosed to any person without prior consent of IECOM.
The Company also launched “i-Speak”, an online whistleblowing portal available for access 24/7 by the public in the Company’s website. Access to i-Speak is through this web link: i-Speak Report
The anti-corruption programs and procedures of the Company cover the following:
- Conflict of Interest
- Conduct of Business and Fair Dealings
- Receipt of Gifts from Third Parties
- Compliance with Laws and Regulations
- Respect for Trade Secrets/Use of Non-public Information
- Use of Company Funds, Assets and Information
- Employment and Labor Laws and Policies
- Disciplinary Action
- Resolution of Conflicts
JGSHI participates in organizations engaged in programs in the field of corporate governance, compliance and business ethics, such as NAVEX and KEN Knowledge International (e.g., trends in whistleblowing, Corporate Governance Masterclass, etc.), which enables the Company to have access to materials, discussions and trainings related to corporate governance, as well as interact with other governance and ethics professionals around the world. Locally, JGSHI is a member of the GGAPP, and participates in activities sponsored by the Institute of Corporate Directors (“ICD”).
Risk assessments are conducted on various aspects of the business, such as strategic, governance, operational, legal, compliance, among others. This process encompasses assessment of risk of corruption and bribery within the organization and external parties.