1) Discuss the company’s external and internal communications policies and how frequently they are reviewed. Disclose who reviews and approves major company announcements. Identify the committee with this responsibility, if it has been assigned to a committee.
The company’s communications policies are embodied in the Quality Management System Manual, which are periodically reviewed by Quality, Environment, Safety and Health Department in line with the requirements of ISO 9001: 2015 Standard. These are reviewed and audited regularly.
The Investor Relations, Corporate Communications, and the Legal and Regulatory Departments of the company jointly work together to draft and review major company announcements that are approved by Senior Management prior to release.
Internal and external communications may be provided in any of the forms below:
2) Describe the company’s investor relations program including its communications strategy to promote effective communication with its stockholders, other stakeholders and the public in general. Disclose the contact details (e.g. telephone, fax and email) of the officer responsible for investor relations.
Valerie Gloriane Y. Dy Sun
3) What are the company’s rules and procedures governing the acquisition of corporate control in the capital markets, and extraordinary transactions such as mergers, and sales of substantial portions of corporate assets?
The acquisition and sale of corporate assets are jointly undertaken by the Finance and Business Development Departments of the company. Transactions are evaluated on the basis of the company’s required rates of returns and are subjected to stress-testing/scenario analysis by the project proponents.
The company’s strategy is dictated by its mission and vision statements. Moreover, its registered list of business activities, as well as certain loan covenants, requires that it evaluate certain transactions within the parameters of its allowed business activities.
Extraordinary transactions such as mergers and dispositions of substantial assets are submitted for approval to the company’s board of directors, and thereafter, for ratification by the stockholders, under Sections 77 and 40 of the Corporation Code.
It is the company’s policy under Section 13 of the Manual on Corporate Governance that all material information about the Corporation, such as acquisition and disposition of assets, are publicly and timely disclosed through the appropriate mechanisms of the Philippine Stock Exchange and periodic submissions to the Securities and Exchange Commission.
Name of the independent party the board of directors of the company appointed to evaluate the fairness of the transaction price.
The Company normally hires an investment bank(s) for a third party assessment in order to evaluate the fairness of a transaction price.