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Governance Practices

 
Mandatory seminars are conducted to impress upon and refresh all employees’ awareness and understanding of the Company’s Manual of Corporate Governance and Code of Ethics and Business Conduct, as well as the underlying principles of corporate governance and ethical behavior and conduct for the company.
In 2011, the Board mandated a Corporate Governance Seminar for all employees. This was followed by a mandate in 2012 requiring all newly-hired employees to attend a new hires’ seminar and an annual Quality Focus seminar which includes an orientation on the company’s Manual of Corporate Governance and Code of Ethics and Business Conduct.

In 2013, the company launched its online Corporate Governance E-learning Course for all newly-hired employees. This was taken by all employees through a web-based portal with a standard test, the results of which are reported to management and the Board Corporate Governance Committee.

On July 24, 2014 and March 25, 2015 in compliance with Memorandum Circular 20, Series of 2013 of the Securities and Exchange Commission and in partnership with the Institute of Corporate Directors, the company held its Aboitiz Annual Corporate Governance Seminar at its principal office in Bonifacio Global City, Taguig City. The seminar was attended by the Company’s Board of Directors and key officers.
On July 24, 2014 and March 25, 2015 in compliance with Memorandum Circular 20, Series of 2013 of the Securities and Exchange Commission and in partnership with the Institute of Corporate Directors, the company held its Aboitiz Annual Corporate Governance Seminar at its principal office in Bonifacio Global City, Taguig City. The seminar was attended by the Company’s Board of Directors and key officers.

On March 28, 2016, the company held its 2016 Mandatory In-House Corporate Governance Seminar at the Shangrila at the Fort, Bonifacio Global City, Taguig City. The Securities and Exchange Commission approved the company’s accreditation as corporate governance seminar provider.

All of the company's directors, together with approximately forty (40) directors and officers from the Aboitiz Group attended the seminar. 

 















 
 
 
 
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​Risk management plays its part in the achievement of the Aboitiz Group’s strategic objectives by creating a culture of measuring and managing risk.

Now on its third year of assessing the risk maturity of the Aboitiz Group, the Group’s average rating is at 3.9 on a scale of 1 -5. This puts the Group at the top 15% of all organizations that participate in the global Risk Maturity Index (RMI) assessment conducted by AON annually. The  2014 assessment was participated by 110 Aboitiz Group team leaders, including board members, C-Suite, key operating team leaders, and risk managers from 16 business units.


See discussion of the Company’s risk management initiatives in the company’s Sustainability Report and Corporate Governance Report.




 
Activities for Safety
 
2014
April 11 - Fire Evacuation Drill 
April 21 - Standard First Aid and Basic Life Support Training for ERT members
Oct 30 - Earthquake Evacuation Drill
 
2015
April 15 - Fire Evacuation Drill
June 9 -  Disaster Preparedness Talk and Forum with Dr Ted Esguerra (for employees)
July 8 - Disaster Preparedness Talk and Forum with Dr Ted Esguerra (for employees)
July 24 - BGC-wide Earthquake Drill
July 30 - Metro Manila Shake Drill
Aug 28 - Standard First Aid and Basic Life Support Training for ERT members
 
2016
April 15 - Fire Evacuation Drill
June 22 - Metro Manila Shake Drill

The Company and its Management team work through other committees for the formulation and implementation of management policies.

The Group Management Committee (Group ManCom) reviews and approves group-wide polices and initiatives and conducts Key Talent Reviews. The committee also serves as Risk Management Council that ensures proper implementation of the Risk Management framework and its strategies, policies, and key initiatives. It reviews and monitors the Group’s top risks and emerging risks and ensures implementation of corresponding risk mitigation. The Committee approves all risk transfer programs with insured values beyond P2 billion. It is composed of the President & Chief Executive Officer, who is the Chairman, and the Team Leaders of the Strategic Business Units (SBUs), Chief Human Resources Officer, and Chief Financial Officer, as members.

The AEV Management Committee is in charge for the following functions:
(a) Review and approve Corporate Center initiatives that enhances governance, business partnering and being a knowledge center for support services;
(b) Review and recommend initiatives to Group ManCom that will require participation from the SBUs and/or will have an impact to the SBUs; and
(c) Review and approve Corporate Center policies, organization structure, promotions, benefits, budgets and plans; and Conducts Key Talent Reviews.

The Chairman is the Company’s Chief Executive Officer. The members are the Chief Human Resources Officer, Regulatory Team Leader, Chief Financial Officer, Chief Strategy and Investment Officer, Chief Legal Officer/Compliance Officer, the Company’s Treasurer, the Chief Technology Officer, the Company’s FVP – Controller, the Company’s FVP – Human Resource and Quality, and the Chief Strategy and Investment Officer.

The Insurance Management Committee is created to perform the reviews and approval of:
(a) Business interruption assumptions for the sum insured and indemnity period;
(b) Replacement value of the business unit’s physical assets;
(c) All insurance lines to be procured by the business units for operations and project requirements;
(d) All insurance quotations; and
(e) Insurance programs of business units with insurable risk value of up to π2 billion.

The Chairman is the Chief Financial Officer. The members are the Chief Reputation and Risk Management Officer, AboitizPower’s Chief Financial Officer, the SBU’s Finance Team Leaders, and the Financial Risk Management Officer.

The Investment Committee has the following functions:
(a) Provide a standard way of pulling together information on investment opportunities;
(b) Provide early opportunity for information to flow in two ways to help team members and management to understand any deal; and
(c) Ensure timely investment and timely evaluation of opportunities available to the Company.

The Chairman is the President & Chief Executive Officer. The members are the Chief Financial Officer, Chief Strategy and Investment Officer, Deal Team Leaders, SBU’s Chief Executive Officer, the SBU’s Chief Financial Officer, and the business units’ Chief Operating Officer.

The Risk Management Steering Committee is responsible for the following:
(a) Review and recommendation of group-wide Risk Management and Insurance Policies, strategies and initiatives for RM Council’s review and approval;
(b) Review, monitoring and reporting of implementation progress of group-wide Risk Management and Insurance projects and initiatives; and
(c) Serving as forum for discussing key risk issues, emerging risks and sharing Risk Management knowledge, best practices, experience and research work.

Its Chairman is the: Chief Risk and Reputation Management Officer. The members are the Risk Management Team Leaders, and the SBU and business units’ Risk Managers.

The Reputation/Corporate Social Responsibility/Sustainability Council performs the following functions:
(a) Develop strategy and group-wide initiatives and related to reputation management, CSR, and sustainability;
(b) Set policies and guidelines related to corporate communication, media relations, branding, CSR and sustainability; and
(c) Review, monitor, and report implementation progress of group-wide projects related to corporate communication, media relations, branding, CSR, and sustainability.

The Chairman is the Chief Risk and Reputation Management Officer and the members are the SBU and business units’ Reputation Managers.

The IT Committee formulates and manages IT policies, processes, structures, and systems of group- level issues where collective effort, knowledge, capital, or economy create a higher quality outcome. This is chaired by the Chief Technology Officer and the members are the SBU and business units’ IT Managers.

The Human Resource Committee leads in the following matters of the Group:
(a) Key HR initiatives in Corporate Center and the SBUs/business units;
(b) Group HR policies and practices; (c) HR best practices; and
(d) Resolution of HR-related issues.

The Chairman is the Chief Human Resources Officer and the members are the First Vice President – Human Resources and Quality, AEV’s HR Team Leaders, and SBU business units’ HR Heads.

The Finance Committee performs the following functions:
(a) Review long-term financing requirements including operational companies, greenfield projects, and business development projects which include acquisitions;
(b) Review placement limits and investment outlets;
(c) Review credit lines (short-term lines and single borrower’s limit);
(d) Review cash flows;
(e) Review foreign exchange hedging requirements; and
(f) Update market directions on interest rates and foreign exchange.

The Chief Financial Officer chairs the committee. Its members are AboitizPower’s Chief Financial Officer, the Company’s Treasurer, and the Financial Team Leaders (as Invited Attendees).

The Government Relations Committee
(a) Coordinates all government-related activities across the group;
(b) Monitors relevant legislation and government policies;
(c) Develops good working relationships with government agencies, LGUs and business organizations, in coordination with different business units and the Aboitiz Foundation and WeatherPhilippines Foundation; and
(d) Participates and provides inputs to government committee hearings and public consultations.

It is chaired by an AEV Executive Officer. The members are the AboitizPower President and Chief Operating Officer, the Government Relations Team Leaders, AboitizPower’s Regulatory Team Leaders, and the Chief Legal Officer.

The Legal and Compliance Committee (LexCom) is formed to do the following:
(a) Report and assess the Company’s corporate governance compliance track records, identifies and mitigates legal risks, reviews litigation management procedures, tax protocols, current litigation issues and other related matters affecting the Aboitiz group, including overall legal expenditure of the business units;
(b) Ensure a comprehensive legal compliance program of the company;
(c) Initiate the formal adoption of the Company’s Code of Conduct, clarify responsibilities, and inform other stakeholders on the conduct expected from company personnel; and
(d) Regularly update management on ongoing projects or activities of the Legal and Corporate Services Team. It is chaired by the Chief Financial Officer.

The members are the Chief Legal Officer and Compliance Officer, Human Resources Officer, Chief Reputation and Risk Management Officer, the Legal and Corporate Services Legal Team, and AboitizPower’s Chief Financial Officer.

The LexCom is one of the Company’s institutional venue enabling members of the Legal and Corporate Services Team to meet with the executive management to discuss legal issues and concerns that affect the Group. The members report, discuss and assess corporate governance compliance track records, identification and mitigation of legal risks, review of litigation management procedures, tax protocols, current litigation issues and other related matters affecting the Aboitiz Group, including overall legal expenditure of the Company’s business units.

Lexcom

The LexCom meets every two months to regularly update management on ongoing projects or activities of the Legal and Corporate Services Team. The purpose of these meetings is to provide Executive Management with up-to-date and relevant legal developments within the subsidiaries and affiliates of the Company. The LexCom reviews if there are any requests for waivers or exemptions of company governance rules. The LexCom initiates the formal adoption of the Company’s Code and proper conduct that guides individual behavior and decision-making, clarifies responsibilities, and informs other stakeholders on the conduct expected from company personnel. The LexCom sets the policies and procedures for curbing and penalizing company or employee involvement in unethical behavior, such as offering, paying and receiving inappropriate rewards.

The Office of the Chief Legal Officer is responsible for ensuring compliance by the Company, and its subsidiaries and affiliates, with all relevant laws, rules and regulations, as well as all regulatory requirements, including the protection and respect for intellectual property rights. The LexCom is responsible for the comprehensive legal compliance program of the Company. As part of its program, the LexCom and the Office of the Chief Legal Officer oversees the appropriate training and awareness initiatives to facilitate understanding, acceptance and compliance with the said issuances by the employees and the business units.

The LexCom also reviews or recommends the appropriate dispute resolution system for conflicts and differences with counterparties, particularly with shareholders and other key stakeholders to ensure that they are settled in a fair and expeditious manner from the application of a law, rule or regulation especially when it refers to a corporate governance issue. The Office of the Chief Legal Officer explains the rationale for any such action as well present the specific steps being taken to finally comply with the applicable law, rule or regulation.

The LexCom also serves as an additional whistle blowing forum, in addition to the CEO’s, Chairman’s, and the Board Corporate Governance Committee oversight. Any complaint of whistleblowers are encouraged, reviewed, investigated and reported to the Lexcom for discussion and appropriate action.

The LexCom Functional and Strategic Structure below shows the two-way flow of information of legal issues from the BUs to the Board and the forum for addressing legal and corporate governance issues.