The Board of Directors (“The Board”) is primarily responsible for the governance of the Company and provides an independent check on management. It has the duty to foster the long-term success of the Company and to ensure that the Company’s competitiveness and profitability will be sustained in a manner consistent with its corporate objectives for the best interest of the Company and its Stakeholders.
The Board formulates the Company’s vision, mission, strategic objectives, policies, and procedures that guide its activities, including the means to effectively monitor the Management’s performance. It provides direction and approval in relation to matters concerning the Company’s business strategies, policies, and plans, while the day-to-day business operations are delegated to the Executive Committee.
The Board exercises care, skill, and judgment and observes good faith and loyalty in the conduct and management of the business and affairs of the Company. It ensures that all its actions are within the scope of power and authority as prescribed in the Articles of Incorporation, By-Laws, and existing laws, rules and regulations. In order to uphold a high standard for the Company, its Shareholders and other Stakeholders, the Board conducts itself with honesty and integrity in the performance of its duties and responsibilities.
The Company recognizes the benefits of having a diverse Board and its value in maintaining sound corporate governance while achieving strategic objectives and sustainable growth. The Board Member’s biographical details are set out in the succeeding section and may also be found in the Information Statement. The Board is diverse in terms of expertise, gender, and professional experience. The Board of Directors is composed of 9 members, 8 of these directors are non-executive and 3 of them are independent directors. The Board has a female-forming part of the non-executive directors. Furthermore, the posts of Chairman and Chief Executive Officer of the Company are separate to ensure a clear distinction between the Chairman’s responsibility to manage the Board and the Chief Executive Officer’s responsibility to manage the Company’s business. The division of responsibilities between the Chairman and the Chief Executive Officer is clearly established and set out in the Revised Corporate Governance Manual.
The Company’s Corporate Governance Manual specifies the roles, duties, and responsibilities of the Board of Directors in compliance with relevant laws, rules, and regulations. In adherence to the principles of corporate governance, the Board is tasked to perform the following:
It is the Board’s responsibility to foster the long-term success of the Corporation and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and in the best interest of the Corporation, its Shareholders and Stakeholders as a whole.
To ensure a high standard for the Corporation, its Shareholders and other Stakeholders, the Board shall conduct itself with honesty and integrity in the performance of, among others, the following duties and responsibilities:
The Board has three Independent Directors (IDs) that possess all the necessary qualifications and none of the disqualifications to hold the position. The Company complies with the Corporate Governance best practice of having 3 IDs or 30% of Board of Directors (BOD), whichever is higher, to ensure that proper mechanisms for disclosure, protection of the rights of shareholders, equitable treatment of shareholders, and the accountability of the Board and Management are in place. In cases of conflicts of interest, Directors with a material interest in any transaction with the Company shall abstain from participating in the deliberation of the same.
The Company ensures that Directors are able to perform their functions effectively in this rapidly changing environment to cope with heightened regulatory policies, foreign and local demands, and the growing complexity of the business. Orientation programs are conducted for first-time directors to ensure that new members are appropriately apprised of their duties and responsibilities. These include the overview of the Company’s operations, Code of Conduct, Corporate Governance framework, and other relevant topics essential to the performance of their functions. As a matter of continuous professional education, the Company facilitates the training opportunities provided for the Directors and Key Officers.
In-house Corporate Governance Training for directors and executives was held via webinar on June 16, 2022, titled “2022 Gokongwei Group Innovation Festival.”
The Board of Directors (“The Board”) is primarily responsible for the governance of the Company and provides an independent check on management. It has the duty to foster the long-term success of the Company and to ensure that the Company’s competitiveness and profitability will be sustained in a manner consistent with its To enable better and more focused attention on the affairs of the Company and aid in the optimal performance of its roles and responsibilities, the Board delegates particular matters to the Board Committees each set up for a specific purpose. The Board Committees are, namely, the Audit Committee, Corporate Governance Committee, Board Risk Oversight Committee (BROC), and the Related Party Transactions Committee. objectives for the best interest of the Company and its Stakeholders.
The Audit Committee provides oversight of the Company’s financial reporting process, internal control system, internal and external audit processes, and monitors compliance with applicable laws and regulations. It ensures that systems and processes are in place for consistent adherence to regulations and internal policies, the achievement of efficiency and effectiveness in business operations, and the proper safeguarding and use of the Company’s resources and assets.
| Position | Director |
|---|---|
| Chairman | Omar Byron T. Mier (ID) |
| Members | Bienvenido S. Bautista (ID) |
| Roberto F. De Ocampo (ID) | |
| Jame L. Go (ID) | |
| Johnson Robert G. Go, Jr. (ID) |
The Corporate Governance Committee oversees the development and implementation of Corporate Governance principles and policies, and recommends a formal framework for the nomination, remuneration, and evaluation of the performance of the Directors and key Management Officers consistent with the Company’s culture, strategies, and the business environment.
| Position | Director |
|---|---|
| Chairman | Bienvenido S. Bautista (ID) |
| Members | Roberto F. De Ocampo (ID) |
| Omar Byron T. Mier (ID) | |
| Lance Y. Gokongwei | |
| Patrick Henry C. Go |
The Board Risk Oversight Committee oversees the establishment of an ERM framework that effectively identifies, monitors, assesses, and manages key business risks, and assesses the effectiveness of risk management strategies. The BROC is responsible for defining the Company’s level of risk tolerance and for providing oversight of its risk management policies and procedures to anticipate, minimize, and control or manage risks as well as possible threats to its operational and financial viability.
They also oversee the optimal performance, compliance, and cooperation with the Anti-Money Laundering Council (AMLC) and Anti-Money Laundering Act (AMLA).
| Position | Director |
|---|---|
| Chairman | Roberto F. De Ocampo (ID) |
| Members | Omar Byron T. Mier (ID) |
| Bienvenido S. Bautista (ID) | |
| Frederick D. Go | |
| Lance Y. Gokongwei |
The Related Party Transactions Committee ensures that there is a group-wide policy and system governing Material Related Party Transactions (MRPTs), particularly those that breach the materiality threshold. The RPT Committee shall perform the appropriate review and approval of MRPTs, which guarantees fairness and transparency of the transactions.
| Position | Director |
|---|---|
| Chairman | Bienvenido S. Bautista (ID) |
| Members | Roberto F. De Ocampo (ID) |
| Omar Byron T. Mier (ID) |
The Board schedules meetings at the beginning of the year, holds regular meetings in accordance with its By-Laws, and convenes special meetings as required by business exigencies. The notice and agenda of the meeting and other relevant materials are furnished to the Directors at least five (5) business days prior to the meeting, which must be duly minuted. The members of the Board attend regular and special meetings in person or through video/teleconference conducted in accordance with the rules and regulations of the SEC, except for justifiable reasons that prevent them from doing so. The Independent Directors shall always attend Board meetings. Unless otherwise provided in the By-Laws, their absence shall not affect the quorum requirement. However, the Board may, to promote transparency, require the presence of at least one (1) Independent Director in all its meetings.
To monitor the Directors’ compliance with the attendance requirements, the Company submits to the Commission, an advisement letter on the Directors’ record of attendance in Board meetings.
| Board | Name | Date of Election | No. of Meetings Held During the Year | No. of Meetings Attended | % |
|---|---|---|---|---|---|
| Director, Chairman Emeritus | James L. Go | May 12, 2022 | 6 | 6 | 100.00% |
| Director, Chairman | Lance Y. Gokongwei | May 12, 2022 | 6 | 6 | 100.00% |
| Director, President and CEO | Frederick D. Go | May 12, 2022 | 6 | 6 | 100.00% |
| Director | Robina Gokongwei-Pe | May 12, 2022 | 6 | 6 | 100.00% |
| Director | Patrick Henry C. Go | May 12, 2022 | 6 | 6 | 100.00% |
| Director | Johnson Robert G. Go, Jr. | May 12, 2022 | 6 | 6 | 100.00% |
| Independent Director | Roberto F. De Ocampo | May 12, 2022 | 6 | 6 | 100.00% |
| Independent Director | Omar Byron T. Mier | May 12, 2022 | 6 | 6 | 100.00% |
| Independent Director | Bienvenido S. Bautista | May 12, 2022 | 6 | 6 | 100.00% |
The Corporate Secretary assists the Board and the Board Committees in the conduct of their meetings, which entails the preparation of the annual schedule of Board and Committee meetings and the annual Board calendar. He also assists the Board and Committee Chairmen in setting meeting agendas, safekeeps and preserves the integrity of the minutes of the meetings of the Board and its Committees, as well as other official records of the Company.
The Corporate Secretary keeps abreast of relevant laws, regulations, all governance issuances, relevant industry developments and operations of the Company, and advises the Board and the Chairman on all relevant issues as they arise. He works fairly and objectively with the Board, Management, and Shareholders and contributes to the flow of information between the Board and Management, the Board and its Committees, and the Board and its Stakeholders, including Shareholders.
Atty. Juan Antonio M. Evangelista is the Corporate Secretary of the Company. He is also the Corporate Secretary of Altus Property Ventures, Inc. He handles various corporate secretarial functions for a number of companies within the RLC Group. He obtained his Juris Doctor degree from Xavier University-Ateneo de Cagayan in 1998. He was admitted to the Philippine Bar in 1999.
The Compliance Officer monitors, reviews, evaluates, and ensures the compliance of the Company, its Officers, and Directors with the provisions and requirements of the Corporate Governance Manual and the relevant laws, the Corporate Governance Code, rules and regulations, and all governance issuances of regulatory agencies. He also ensures the integrity and accuracy of all documentary submissions to the regulators, identifies possible areas of compliance issues, and works towards the resolution of the same. He assists the Board and the Corporate Governance Committee in the performance of their governance functions, including their duties to oversee the formulation or review and implementation of the Corporate Governance structure and policies of the Company.
Kerwin Max S. Tan is the incumbent Compliance Officer, Chief Financial Officer, and Chief Risk Officer of RLC. He previously held the position of Vice President-Operations of RLC Residences. Prior to joining RLC, he was Head of Cash Management Operations and Assistant Vice President of Citibank NA. Mr. Tan received his Bachelor of Science degree in Industrial Engineering from the University of the Philippines-Diliman.
In addition, a Deputy Compliance Officer is appointed to further strengthen and implement the compliance policies of the Company.
The Company believes that sound and effective corporate practices are fundamental to the smooth, effective and transparent operation of the company, its ability to attract investment, and enhance shareholder value. This includes the Company’s commitment to ensure fair and equitable treatment of all shareholders, including the minority, and the protection of their rights, including:
The Company is transparent and fair in the conduct of the annual and special Shareholders’ meetings. To foster active shareholder participation, the Board sends the Notice of Annual and Special Shareholders’ Meeting with sufficient and relevant information at least fifteen (15) business days before the meeting, in compliance with the Implementing Rules and Regulations of the Securities Regulation Code. The Shareholders are encouraged to personally attend such meetings. Shareholders who are unable to attend are apprised ahead of time of their right to appoint a proxy. Subject to the requirements of the law, rules and regulations, and the By-Laws, the exercise of that right shall not be unduly restricted, and any doubt about the validity of a proxy shall be resolved in favor of the shareholder.
Guided by the principles of fairness, accountability, and transparency to the shareholding public, the Company ensures that the results of the votes taken during the most recent Annual or Special Shareholders’ Meeting are made available by the next working day.
The Company recognizes and places importance on the interdependence between business and society, and promotes a mutually beneficial relationship that encourages the Company’s sustainable growth, while contributing to the advancement of the society in which it operates. The Company employs value chain processes that take into consideration Economic, Environmental and Social Governance (EESG) issues and concerns.
The Company adopts customer relations policies and procedures to protect customers’ welfare. This includes providing and making available the customer relations contact information empowered to address and attend to customer questions and concerns.
The Company follows the Supplier Accreditation Policy to ensure that the Company’s suppliers and contractors are qualified to meet its commitments. Apart from the accreditation process, suppliers and contractors also undergo orientation on Company policies and ethical practices.
The Board also establishes policies, programs, and procedures that encourage employees to actively participate in the realization of the Company’s goals and its governance, including but not limited to:
1. Performance-enhancing mechanisms for employee participation
The Company abides by the standards and policies set by the Department of Labor and Employment. Likewise, the Company has Security and Safety Manuals that are implemented, reviewed, and regularly updated to ensure the security, safety, health, and welfare of the employees in the workplace.
The Company continuously provides learning and development opportunities for its employees through the John Gokongwei Institute for Leadership and Enterprise Development (JG-ILED), the leadership platform for systematic and sustained development programs across the conglomerate. Its mission is to enable a high-performing organization that will facilitate the learning process and develop the intellectual and personal growth of all employees through targeted and customized training and development programs.
2. Anti-corruption Programs and Procedures
The Company is committed to promoting transparency and fairness for all its stakeholders. The Board sets the tone and makes a stand against corrupt practices by adopting anti-corruption policies and programs. Some of the Company’s Anti-Corruption programs are embodied in the Code of Business Conduct and Ethics, Conflict of Interest, and Offenses Subject to Disciplinary Action (OSDA), among others. The same are disseminated to all employees across the Company through training to embed them in the Company’s culture. New employees are oriented regarding policies and procedures related to Business Conduct and Ethics, and similar policies. All employees are given periodic reminders. Furthermore, all concerned employees of the Company are required to comply with the Self-Disclosure Activity on Conflict of Interest and Declaration of Gifts Received on an annual basis.
The Company also has an established suitable framework for whistleblowing and ensures its enforcement to allow employees and other stakeholders to freely communicate their concerns about illegal or unethical practices, without fear of retaliation and to have direct access to an independent member of the Board or a unit created to handle whistleblowing concerns.
The anti-corruption programs and procedures of the Company cover the following: