Policies & Protocols

The Manual on Corporate Governance (Manual) is the corporate governance charter of the Company. It is a clear statement by the Company, its Board of Directors, Management, Employees and Shareholders, that corporate governance is a necessary component of sound strategic business management. The Manual was approved by the Board at its regular meeting on August 14, 2002. The Manual has since been reviewed, revised, updated and amended by subsequent Board actions in keeping with evolving best practices in the Philippines and the ASEAN Region.

Amended Manual on Corporate Governance

The Group’s governance framework and practices are codified in the Manual of Corporate Governance.  These contain the Group’s plan to comply with the Organization for Economic Cooperation and Development (OECD) principles on corporate governance, and are regularly reviewed and updated to ensure that these are at par with the best corporate governance practices in the Philippines and the ASEAN Region.

• Amended Manual on Corporate Governance

The Code of Ethics and Business Conduct (Code) adopted by the Company in 2002 and updated in 2016 sets out how the Executive Management, team leaders and team members can achieve and maintain ethical standards in the Company’s day to day operations and summarizes the Company’s fundamental policies and directives.

Since the approval of the Amended Code, Directors, Officers, Team Leaders and Team Members review and affirm their personal commitment to the Code by signing the Personal Commitment Form on an annual basis.

In 2021, the Company  Revised the Code of Ethics and Business Conduct to reflect the Group’s commitment to conduct business in a sustainable manner, prevent bribery and corruption, money laundering and comply with relevant international trade and data privacy laws. Please click here for a copy of the Code.

The AEV Board of Directors conduct an annual performance assessment of the Board members and key officers.  The Board members conduct a self-assessment of their individual and collective performance of the Board and Board Committees, and also evaluate the performance of the Chief Executive Officer, the Group Internal Audit Head, Chief Risk & Reputation Officer, and the Chief Compliance Officer of the company.

The directors and key officers are evaluated based on the following criteria: compliance with best governance practices and principles; participation and contribution to the Board and committee meetings; and assessment of performance against their duties and responsibilities as provided in the company’s Manual, Articles, and By Laws.  Assessment results for the past three years are compared, and these are presented to the respective Board Environmental, Social and  Corporate Governance Committees and to all Board members.

In 2020, the Board Assessments were conducted by an independent Third Party Board Evaluators, Good Governance Advocates and Practitioners of the Philippines, Inc. (GGAPP).

As a publicly listed company, the Company is subject to numerous stringent laws and regulations. All Company employees are made aware of their responsibility to know and understand the laws applicable to their respective job responsibilities and are directed to comply with both the letter and the spirit of these laws. All employees are expected to behave properly within the bounds of law and are also cautioned to avoid any appearance of impropriety. The Company ensures that all stakeholders are aware of these various laws operating within its own environment, and adopts policies to encourage participation and prevent any violation of these laws. One such policy is the non-acceptance of gifts from persons who have beneficial relationship with the Company. The Company makes it a point that employees know that gifts and special favors may create an inappropriate expectation or feeling of obligation. It is a policy of the Company that business gifts to, and entertainment of, non- government employees in connection with business discussions or the development of business relationships are only appropriate if they are in the ordinary course of business and their value is modest. (See Company’s Code of Ethics and Business Conduct at www.aboitiz.com)

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. All employees, officers and directors have an obligation to act in the best interests of the Company.

The Company’s Code of Ethics and Business Conduct, as well as other internal policies, not only require a disclosure of conflict of interest but also require a behavior to refrain from entering into transactions of the Company. All employees are required to take a corporate governance e-learning course dealing with the Company’s governance policies. At the Board level, Directors are encouraged to disclose and refrain from participating or voting on matters that affect their personal, business or professional interests that are likely to give rise to conflicts of interest situation. All employees, Corporate Officers and Directors have an obligation to act in the best interests of the Company.

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 cater 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:

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

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 endeavours 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.

As noted earlier, each company’s Manual is supported by various company policies that are regularly reviewed and issued by the Board of Directors. These include the Code of Ethics and Business Conduct (Code of Ethics), Revised General Trading Policy, Whistleblowing Policy, Conflict of Interest Policy, Data Privacy Policy, and RPT Policy.

Both companies ensure that their respective Code of Ethics is cascaded to new team members as part of their onboarding processes. Team members are also required to sign an affirmation that they have read the Code of Ethics. They are expected to act professionally, fairly, and with integrity in all of their business dealings, and to comply with all applicable laws and regulations, including those against bribery and corruption.

To support the implementation of their respective Manual and Code of Ethics, AEV has a Whistleblowing Policy. Through this policy, allegations of violations of the Manual, the Code of Ethics, or of other  illegal conduct can be reported through an internal portal or through the company’s website. Matters reported through the whistleblowing platform are discussed by the Board Corporate Governance Committee and, if necessary, by the entire Board of Directors.  Whistleblowers have the option of addressing complaints to any of the following officers: Chairman of the Board of Directors, President or Chief Executive Officer, Lead Independent Director, Compliance Officer, or Internal Audit Head. It is noteworthy that no corruption-related incidents were reported in 2018.

The Revised General Trading Policy supplements the commitment under the Code of Ethics to prevent the misuse of inside information, emphasizes reporting and disclosing material information, and the rule on prohibited insider trading.  AEV, as a listed company, is required to report transactions of company shares by their directors and officers.  To ensure the strict compliance with this requirement, directors and officers are advised of their disclosure obligations during their onboarding with the Group.  The company’s Compliance Officer also sends out a monthly reminder to directors and officers to disclose their transactions. In 2018, there was no incident of non-compliance with this requirement.

The Company’s power generation and distribution operations are subject to stringent safety, health, environmental and other regulatory standards. For the year 2016, the Company, its subsidiaries and affiliates were fully compliant with the legal standards. The business units of the Company are committed to the needed expenditure    and compliance requirements on occupational health and safety measures. The Company has a good reputation in the operation of its businesses with none or limited accidents, a clear demonstration of how the Company values health and safety measures in the work environment.

Existing regulations, in particular the DOE’s Energy Regulation 1-94 (ER 1-94), require the business units of the Company to allocate funds for the benefit of host communities. Compliance with the mandatory provisions of law is not only for the protection of the natural environment, but also for the upliftment of the neighboring communities as well. The Company’s subsidiaries have gone beyond mere compliance with these regulatory requirements on these benefits to host communities as well as on health, safety and environmental laws. In 2018, the Aboitiz Group implemented our carbon management program and applied international Safety, Health, Environmental and Quality (SHEQ) standards to our projects.