SEC Code of Corporate Governance: Principles 10–16

Principle 10 (Non-Financial & Sustainability Reporting)

The company should ensure that material and reportable non-financial and sustainability issues (EESG) are disclosed using globally recognized frameworks.

EESG Issues

Economic, Environmental, Social, and Governance issues that underpin a company's long-term sustainability, viability, and competitiveness.

Globally Recognized Sustainability Frameworks

Frameworks such as the GRI (Global Reporting Initiative) G4, IIRC Integrated Reporting Framework, or SASB Conceptual Framework used for sustainability reporting.

Principle 11 (Communication Channels & IR)

The company should maintain a comprehensive and cost-effective communication channel, including an active website and dedicated Investor Relations (IR) office, for timely disclosure.

Principle 12 (Internal Control & ERM Frameworks)

The company should have an adequate and effective internal control system and enterprise-wide risk management framework tailored to its size, risk profile, and complexity.

Principle 13 (Shareholder Voting Rights)

The Board should respect and protect the basic voting rights of shareholders, including removal of directors, voting on major transactions, and participating in general meetings.

Cumulative Voting Right

The right of shareholders in the Philippines to cast total votes equal to shares owned multiplied by the number of directors to be elected, allowing minority representation.

Pre-emptive Right

The right of existing shareholders to subscribe to all issues or dispositions of shares in proportion to their shareholdings to prevent ownership dilution.

Alternative Dispute Resolution (ADR) (Recommendation 13.5)

Encouraging corporations to establish mechanisms (such as arbitration or mediation) to resolve intra-corporate disputes amicably outside of court.

Principle 14 (Duties to Stakeholders)

The rights of stakeholders established by law, contract, and voluntary commitments must be respected, providing prompt effective redress when rights are violated.

Stakeholder Engagement Touchpoints

Channels through which stakeholders communicate with the company, such as Investor Relations, Corporate Secretary, Customer Relations, and Corporate Communications.

Whistleblowing Policy (Recommendation 14.3/CG Code)

A framework allowing employees and stakeholders to report illegal, unethical, or improper conduct without fear of retaliation, discrimination, or harassment.

Principle 15 (Employee Participation)

Mechanisms for employee participation should be developed to create a symbiotic environment, covering health, safety, welfare, training, development, and rewards.

Principle 16 (Social Responsibility)

The company should be socially responsible in dealings with operating communities, ensuring positive, progressive interactions supporting balanced development.

CSR Integration (Principle 16)

Corporate Social Responsibility should be treated as an integral part of business operations and community relations, going beyond simple philanthropy.

Principle 10: Non-Financial & Sustainability Reporting

The company should ensure that material and reportable non-financial and sustainability issues are disclosed, focusing on Economic, Environmental, Social, and Governance (EESG) aspects using globally recognized frameworks.

Principle 10 Recommendation 10.1

The Board should have a clear and focused policy on the disclosure of non-financial information, with emphasis on the management of EESG issues.

Principle 11: Comprehensive Communication Channels

The company should maintain a comprehensive, cost-effective, and active communication channel—including a functional corporate website and a dedicated Investor Relations (IR) office—to ensure timely, accurate, and equal access to information.

Principle 11 Recommendation 11.1

The company should place a premium on key governance portals, maintaining an official website and a dedicated Investor Relations program to complement mandatory public reportorial filings.

Principle 12: Internal Control & Risk Management Frameworks

The company should establish and maintain an adequate, effective internal control system and enterprise-wide risk management (ERM) framework tailored to its size, risk profile, and business complexity.

Principle 12 Recommendation 12.1

The Board should oversee the implementation of adequate internal control mechanisms and enterprise-wide risk management processes.

Principle 12 Recommendation 12.2

The Board should establish an independent internal audit function that provides reasonable assurance that the company's key organizational controls are effective.

Principle 13: Promoting Shareholder Rights

The Board should respect, protect, and facilitate the exercise of basic shareholder rights, including cumulative voting, pre-emptive rights, equitable treatment of minority shareholders, and access to information.

Principle 13 Recommendation 13.1

The Board should encourage active shareholder participation by sending notices of annual and special meetings with sufficient, clear, and relevant information at least 28 days prior to the meeting.

Principle 13 Recommendation 13.5

The Board should establish alternative dispute resolution (ADR) mechanisms in the corporation to resolve intra-corporate disputes amicably outside of administrative or judicial litigation.

Principle 14: Respecting Rights of Stakeholders

The rights of stakeholders (creditors, suppliers, consumers, local communities) established by law, contract, and voluntary commitments must be respected, with clear mechanisms for effective redress.

Principle 14 Recommendation 14.1

The Board should identify the company's various stakeholders and formulate clear policies and strategies to establish effective touchpoints for engagement.

Principle 14 Recommendation 14.3

The Board should establish a suitable whistleblowing framework and mechanism allowing stakeholders to report illegal, unethical, or improper conduct without fear of retaliation.

Principle 15: Encouraging Employee Participation

Mechanisms for active employee participation should be established to create a symbiotic workplace environment, covering career development, health and safety standards, and fair compensation.

Principle 15 Recommendation 15.1

The Board should establish policies and programs covering health, safety, and welfare of employees, as well as opportunities for training and development.

Principle 16: Corporate Social Responsibility

The company should act as a socially responsible corporate citizen in all dealings with operating communities, ensuring its social and environmental interactions support long-term sustainable development.

Principle 16 Recommendation 16.1

The company should recognize and satisfy its corporate social responsibility by ensuring that the community in which it operates benefits from its presence in a sustainable manner.