Manual on Corporate Governance

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.

 

A copy of the Company’s Manual can be accessed by clicking the links below:

 

Amended Manual on Corporate Governance

 

The Group’s governance framework and practices are codified in the Manual of AEV. These contain the Group’s plan to comply with the Organisation 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.

In 2018, the AEV Board approved the revised Manual to include the following changes:

  • The use of professional search firm in searching for candidates to the Board;
  • Requiring directors to notify the Board before accepting other directorships outside the Group;
  • The option to use independent third-party to evaluate the fairness of RPTs, asset acquisition, and asset disposal;
  • The availability of an alternative dispute resolution to resolve board and shareholder disputes; and
  • Inclusion of the Group’s policies: 
    • Policy on Performance Assessment of the Board, Board Committees, and Senior Management; and
    • Policy on Onboarding and Training Process.
Code of Ethics & Business Conduct

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.

Please click here for a copy of the Code.

Board Performance Assessment

Every member of the Board annually assesses the Board’s, the CEO’s, and their own individual performance through a Board Assessment Review initiated by the Board Corporate Governance Committee. Results of the Board, Self, CEO, Group Internal Audit Head, Compliance Officer and Chief Risk Officer Assessments  are presented to the Board Corporate Governance Committee and circulated to the Board for their feedback and confirmation.

Copies of the Assessment Forms can be accessed by clicking on the following links:

 

Board Performance Assessment Form

Individual Director Performance Assessment Form

Board Committee Assessment Form

CEO Assessment Form

Annual Board Assessment for GIA, CCO and CRRO 

The Company’s Anti-Corruption Policy

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.

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 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:

 

  • 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 Harrassment 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 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.

Other Company Policies

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.

Compliance with Health, Safety, & Environmental Laws

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.