Manual on Corporate Governance

Aboitiz Equity Ventures Inc. (AEV) is steadfast in its commitment to uphold the highest standards of corporate governance. The AEV Manual on Corporate Governance serves as the cornerstone for the company’s dedication to transparency, accountability, and ethical business practices.

 

Amended multiple times since its inception, the most recent being on February 23, 2022, this manual encapsulates the principles and best practices that guide the company’s Board of Directors, management, and employees towards achieving the company’s strategic goals.

 

The manual outlines a comprehensive compliance system, designating a Chief Compliance Officer responsible for ensuring adherence to applicable laws, regulations, and corporate principles. It details the composition and duties of the Board of Directors, emphasizing the importance of independent and diverse board membership to foster balanced decision-making.

 

Furthermore, it includes policies on performance assessment, information security, sustainability, and the communication process, ensuring that all stakeholders are well-informed and engaged. The manual also addresses the rights and benefits of shareholders, ensuring their active participation and protection of their interests.

 

By institutionalizing these governance practices, AEV not only aims to enhance its corporate performance but also to maintain its reputation as a trustworthy and ethical business partner, thereby creating long-term value for all its stakeholders.

 

For more detailed information, please refer to the full Manual on Corporate Governance available on our website.

Code of Ethics & Business Conduct

AEV is deeply committed to upholding the highest standards of ethics and integrity across all its operations. The AEV Code of Ethics and Business Conduct serves as a comprehensive guide for all directors, officers, employees, and business partners, ensuring that every action taken aligns with the company’s core values of integrity, teamwork, innovation, and responsibility.

 

Core Values

  • Integrity: We deliver on what we promise, practicing fair processes and being accountable for our actions and their consequences.
  • Teamwork: We work interdependently with mutual respect to achieve our business goals.
  • Innovation: We constantly seek better ways to provide efficient systems, quality services, and products.
  • Responsibility: We adhere to good corporate governance, advocate sustainability, and care for our environment and all stakeholders.

 

Guiding Principles

 

The Code outlines essential principles to guide daily activities, emphasizing respect for applicable laws, fair dealing, and a commitment to the health and safety of all. It requires all stakeholders, including clients, suppliers, and business partners, to uphold the same high ethical standards.

 

Commitments

1. Commitment to Compliance: We follow both the letter and spirit of all applicable laws, rules, and regulations, avoiding any actual misconduct or the appearance of impropriety. Employees are encouraged to seek guidance on legal and ethical matters from supervisors or compliance teams when in doubt​​.

2. Commitment to Each Other: We promote an inclusive workplace where all individuals are treated with dignity and respect, free from discrimination and harassment. We ensure a safe and healthy work environment and conduct due diligence on prospective employees to uphold these standards.

3. Commitment to Our Stakeholders: We engage in fair practices with clients, suppliers, business partners, and the public, ensuring integrity in all business dealings. We do not tolerate bribery or corruption and strive to provide accurate and truthful disclosures.

4. Commitment to the Aboitiz Group: We protect and advance the company’s interests, ensuring confidentiality and responsible use of company assets. Employees must avoid conflicts of interest and misuse of proprietary information.

5. Commitment to the Environment and Our Communities: We integrate social development and environmental stewardship into our operations, striving to minimize our environmental impact and contribute positively to the communities we operate in. This commitment to sustainability is central to our business philosophy.

 

Support and Reporting

 

AEV encourages open communication and provides resources for employees to seek guidance and report concerns without fear of retaliation. The company maintains an anonymous ethics hotline to facilitate this process.

 

Training and Enforcement

 

AEV conducts regular training to ensure understanding and compliance with the Code. Violations are taken seriously and can cause disciplinary actions, up to and including termination. The Code is subject to annual review and amendments to remain relevant to evolving business and regulatory environments.

 

By adhering to this Code of Ethics and Business Conduct, AEV aims to foster a culture of ethical behavior and accountability, driving sustainable value creation for all its stakeholders.

 

For more information, please refer to the full Code of Ethics and Business Conduct available on our website.

 

 

Please click here for a copy of the Code.

Anti-Corruption Guidelines

As a publicly-listed company, Aboitiz Equity Ventures Inc. (AEV) is covered by stringent laws and regulations. All employees are made aware of their responsibility to understand and follow the laws relevant to their roles, ensuring they operate within both the letter and the spirit of these regulations. Employees are expected to act lawfully and avoid any appearance of impropriety. AEV ensures that all stakeholders are aware of the various laws governing its operations and adopts policies to encourage compliance and prevent violations.

 

One such policy is the prohibition on accepting gifts from individuals or entities with a beneficial relationship with the Company. Employees are informed that gifts and special favors can create inappropriate expectations or obligations. Business gifts and entertainment are only acceptable if they are modest in value and occur in the ordinary course of business. For details, please see the Company’s Code of Ethics and Business Conduct.

 

In dealings with suppliers and other business partners, AEV ensures compliance with relevant laws, such as requiring appropriate certificates of registration from the Bureau of Internal Revenue. The Company mandates that the Board, management, and employees remain free from conflicts of interest as stipulated in the Code of Ethics. Directors are prohibited from participating in any Board discussion or decision that affects their personal, business, or professional interests. All employees, officers, and directors have an obligation to act in the best interests of the Company.

 

AEV’s Code of Ethics and Business Conduct, along with other internal policies, requires the disclosure of conflicts of interest and mandates that employees refrain from entering into transactions that could create such conflicts. All employees are required to complete a corporate governance e-learning course on the Company’s governance policies. Directors are encouraged to disclose any conflicts of interest and to refrain from participating or voting on related matters. The obligation to act in the best interests of the Company is emphasized for all employees, corporate officers, and directors.

 

By implementing these comprehensive policies, guidelines, and charters, AEV ensures that its Manual of Corporate Governance and Code of Ethics are effectively translated into daily practices. This commitment to governance and ethical conduct drives the company’s long-term success and sustainability, fostering trust and confidence among all stakeholders.

HR Policy

The Company treats its people as its greatest and most valuable asset. The Company strives to create an atmosphere that will allow all team members to excel and grow through training, value orientation, and proper motivation for them to achieve their individual aspirations in line with the corporate goals and objectives.

 

To encourage all team members to adopt their own set of leadership behavior and to employ their inherent creative talents in pursuit of excellence, the Company has set up a Human Resources (HR) Policy which caters to the different needs of employees and likewise serves as a guide to maximize employee contribution.

 

 

The Company’s HR Policy is accessible through the Company portal and covers the following:

 

  • Terms of Employment
  • Recruitment Procedure
  • Employment Policy
  • Team Member Services
  • Rules on Working Hours
  • Aboitiz Group Talent Management Program
  • Disciplinary Action
  • Termination or Change of Employment
  • Cash Advance and Expense Reimbursement
  • Compensation & Benefits
  • Leaves
  • Loans
  • Retirement Benefits
  • Performance Appraisal
  • Employee Health and Safety
  • Government Mandated Policies
  • Miscellaneous Provisions
  • Information Security Policies
  • Reputation Management Policies
  • Corporate Governance

Data relating to the Health, Safety and Welfare of Employees are provided in the Integrated Annual Report and Definitive Information Statement.

Anti-Sexual Harassment Policy

Consistent with our core values, including respect for individuals and cultures, the Company is committed to a workplace in which all individuals are treated with dignity and respect. Each individual should have the ability to work in an environment that promotes equal employment opportunities and prohibits discriminatory practices, including harassment. Therefore, the Company expects that all relationships among persons in the workplace will be professional and free of bias, harassment or violence.

 

To this end, the Company has adopted, among other initiatives, an Anti-Sexual Harassment Policy, in accordance with the provisions of Republic Act No. 7877 or the Anti-Sexual Harassment Act of 1995.

Suppliers/Contractors Fair Dealing & Selection Policy

In dealings with its customers, suppliers and business partners, the Company abides by the Fair Dealing Policy found in its Code of Ethics and Business Conduct. The basis of the policy is the Company’s objective to out-perform its competition fairly and honestly through superior performance. Every employee, officer and director therefore always prioritizes the best interests of the Company’s clients and endeavors to deal fairly with suppliers, competitors, the public and one another. No one should take unfair advantage of anyone through manipulation, abuse of privileged information, misrepresentation of facts or any other unfair dealing practice.

 

In dealings with suppliers and other business partners, the Company likewise ensures that they are compliant with the laws, for example, requiring appropriate certificates of registration from the Bureau of Internal Revenue. Another example is the detachment of the Board, management and employees from any conflict of interest as mandated in the Company’s Code. All Directors are prohibited from participating in any Board discussion or decision affecting their personal, business or professional interests in a transaction involving the Company as a party. All employees, officers and directors have an obligation to act in the best interests of the Company.

Other Company Policies

AEV is committed to embedding the principles outlined in its Manual of Corporate Governance and Code of Ethics through a robust framework of policies, guidelines, and charters. This framework ensures that all levels of the organization adhere to the highest standards of ethical conduct, transparency, and accountability.