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MANUAL ON CORPORATE GOVERNANCE
The Board of Directors and Management of Aboitiz Equity
Ventures Inc. hereby commit to the principles and best
practices contained in this Manual, and acknowledge that
the same may guide the attainment of our corporate
goals.
(AMENDED on August 29, 2007, September 17, 2009, May 17, 2010,
March 30, 2011, August 3, 2012, January 6, 2014, July 24, 2014
March 23, 2017, November 23, 2018, and further amended on July
29, 2020)
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TABLE OF CONTENTS
I. OBJECTIVE -------- 4
II. COMPLIANCE SYSTEM -------- 4
A Chief Compliance Officer -------- 4
1. Duties -------- 4
2. Disclosure -------- 6
B. Plan of Compliance -------- 6
1. Board of Directors -------- 6
2. Composition of the Board -------- 6
3. The Chairman and Chief Executive Officer -------- 6
4. General Responsibility -------- 7
5. Duties and Functions of the Board -------- 7
6. Duties and Responsibilities of a Director -------- 11
7. Qualifications of Members of the Board -------- 15
8. Disqualifications for Board Membership -------- 17
9. Selection of the Members of the Board of -------- 19
Directors and Officers
10. Guidelines in the Number of Directorships -------- 20
11. Conflict of Interests/Business Interest
Disclosure -------- 21
12. Board Meetings and Quorum Requirement -------- 21
13. Adequate and Timely Information -------- 22
14. Accountability and Audit -------- 22
15. Policy on Trading of Company Securities -------- 23
16. Policy on Performance Assessment of the -------- 24
Board, Board Committees, and Senior
Management
C. Board Committees -------- 24
1. Environmental, Social, and Corporate -------- 25
Governance Committee
2. Audit Committee -------- 31
3. Risk and Reputation Management -------- 41
Committee
4. Related Party Transactions Committee -------- 44
5. Executive Committee -------- 45
D The Corporate Secretary -------- 46
1. Qualifications -------- 46
2. Duties and Responsibilities -------- 46
III. INFORMATION SECURITY MANAGEMENT -------- 48
IV. SUSTAINABILITY POLICY -------- 48
V. COMMUNICATION PROCESS -------- 48
A Availability of Information -------- 48
B. Dissemination -------- 49
C. Department Copies -------- 49
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VI. ONBOARDING AND TRAINING PROCESS -------- 49
VII. REPORTORIAL OR DISCLOSURE SYSTEM OF THE -------- 50
COMPANY'S CORPORATE POLICIES
VIII. SHAREHOLDERS' BENEFIT -------- 51
A. Right to Participate in Shareholders’ Meetings -------- 51
B. Voting Right -------- 51
C. Pre-emptive Right -------- 51
D. Power of Inspection -------- 52
E. Right to Information -------- 52
F. Right to Dividends -------- 52
G. Appraisal Right -------- 53
IX. MONITORING AND ASSESSMENT -------- 54
X. PENALTIES FOR NON-COMPLIANCE WITH THE -------- 54
MANUAL
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I. OBJECTIVE
This Manual shall, as a general rule, institutionalize the principles of good corporate
governance in the entire organization.
The Board of Directors, management, employees, and shareholders of Aboitiz Equity
Ventures Inc. (hereinafter, the “Company” or the “Group”) believe that corporate governance
is a necessary component of what constitutes sound strategic business management and will
therefore undertake every effort necessary to create awareness within the organization as
soon as possible.
II. COMPLIANCE SYSTEM
A. Chief Compliance Officer
To ensure compliance with applicable laws and regulations, and adherence to
corporate principles and best practices, the Board hereby designates a Chief
Compliance Officer, who has a senior rank with adequate stature, resources, and
authority in the Company. He shall have direct reporting responsibilities to the
Chairman of the Board. The Chief Compliance Officer shall champion ethical conduct,
by fostering a culture of the highest integrity in order to advance and protect the
Company’s reputation as an ethical and trustworthy provider of services and
business partner. The Chief Compliance Officer shall assist the Chief Executive
Officer and the other business leaders of the Company in perpetuating and
advancing a “tone at the top” that reflects the Company’s commitment to ethical
and legal business conduct and compliance with the letter and spirit of the law. The
Chief Compliance Officer shall also serve as a valuable and authoritative internal
resource on compliance matters.
1. Duties
He shall perform the following duties:
1.1 Have primary responsibility for leading the development, implementation,
and maintenance of a comprehensive and effective compliance program,
including compliance initiatives appropriate to the Company’s business
model, risks and the regulatory environment in which it operates.
1.2 Advise the Board of Directors, Chief Executive Officer, management, and
employees regarding compliance matters, making certain that they have a
strong awareness and understanding of the Code of Ethics and Business
Conduct, applicable policies, and all applicable laws, regulations and rules
that govern the Company’s business;
1.3 Lead the implementation, ongoing review, and improvement of the
Company’s compliance monitoring systems;
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