GOVERNANCE


Corporate Governance

The provision of an inclusive and enabling environment for all our stakeholders remains our company’s priority.

With this in mind, Cebu Holdings, Inc. (CHI) focuses on the continuous improvement of its corporate governance code to ensure that stakeholder rights are upheld while emulating the company’s core values in its operations. In addition, CHI adopts shared value strategies to further strengthen its relationships with stakeholders and at the same time create gains for the company and the communities we are involved with.

CHI adheres to a broad set of oversight controls to help pursue our objectives. Our company also continues to embed global sustainability frameworks in its operations to maximize returns while securing the business’ stability.

The year 1994 marks CHI’s listing with the Philippine Stock Exchange (PSE). As mandated by the Securities and Exchange Commission (SEC), CHI recognizes and abides by the principles of good corporate governance and complies with the Code of Corporate Governance which specifies the roles, duties, and responsibilities of our Board of Directors in line with Philippine laws.

Our Board and Management constantly aim for high governance standards and are held accountable for upholding ethical behavior at all times. Corporate governance is our primary system of stewardship and control that guides our company in fulfilling its long-term economic, moral, legal, and social obligations.

We also adopt the ASEAN Corporate Governance Scorecard and the requirements of the PSE/SEC Integrated Annual Corporate Governance Report for assessing our performance and reporting on other matters related to governance. This allows us to communicate our practices related to upholding shareholder rights, fostering equitable treatment of shareholders, promoting the role of stakeholders, advancing transparency in disclosure, and streamlining board responsibilities and processes. Institutionalizing these principles and systems in our operations guarantees CHI’s long-term ability to create value for its shareholders, stakeholders, and the nation.

 

Best Practices in Corporate Governance

Highlights:

  • CHI recognized by the Institute of Corporate Directors (ICD) as among the top performing publicly-listed companies under the ASEAN Corporate Governance Scorecard (ACGS) for 2017
  • We have a Related Party Transactions Review Committee and the Corporate Governance and Nomination Committee at the board level.
  • We maintain a separate Audit Committee and Risk Management Committee
  • Board seats for independent directors are limited to five
  • We implemented a Non-Disclosure Policy that requires that all information pertaining to the company’s business affairs are strictly confidential. All employees are required to sign a Non-Disclosure Undertaking annually
  • We established and strengthened our social media presence with a Facebook page for our estates, Cebu Business Park and Cebu I.T. Park, which serves as a channel to disseminate relevant and timely information about the estate.

Sustainability:

  • The sustainability committee reviewed and approved the company’s sustainability charter, CHI’s value creation process and the preparation of CHI’s annual report subscribing to the Integrated Reporting Framework and Global Reporting Initiative (GRI) Standards.

 

Improvements in Governance Process

We enhanced our existing systems and processes to further strengthen the governance framework that leads our organization.

CHI strives to maintain a culture of transparency, compliance with regulatory requirements and observance of best practices in corporate governance in the ASEAN region.

With our position as the leading real estate developer in Cebu, we hope to be able to influence our partners and stakeholders to maintain the same standards in conducting their businesses as well.

  • To ensure transparency with our shareholders and timeliness of information disclosed, we adhere to the required timelines in disclosure to the Securities and Exchange Commission and the Philippine Stock Exchange and uploaded on the company website within three trading days from date of event. In addition, information is disclosed in the SEC ACGR within five trading days from date of event.
  • We used technology to our advantage in actively engaging the company’s shareholders. We adopt an electronic Registration and Voting System during Annual Stockholders’ Meeting to determine quorum and vote on items on the agenda. The system, which was designed in-house, allows shareholders to see voting turnout for significant items in the agenda in real time while the meeting is being conducted.
  • To keep our Board and key officers abreast on relevant corporate governance practices, laws, regulations and changing risks, we ensure 100 percent attendance to the Ayala Group continuing education program on corporate governance. In August 2018, eight members of the Board and three key officers from management attended the Ayala Group Corporate Governance and Risk Management Summit. One member of the board attended an SEC-accredited corporate governance session in December 2018.
  • The company provides equal, timely and cost-efficient access to relevant information to its various stakeholders. It also adopts transparency and open communication to the public. These are done through:
    • Regular media and analyst briefings to allow investors to make informed decisions and show transparency and open communication to the public;
    • Making Investor Relations and other concerns easily reportable on the homepage of the company’s website. Stakeholders can use this channel to voice their concerns, inquiries or complaints for possible violation of their rights; and
    • Regularly updating disclosures and Investor Relations materials on the company website for easier access.
  • We enhanced our Stakeholder Engagement Program with policies and practices that allow the company to engage, listen and respond to its key stakeholders.
    • We have established various two-way communication channels – both online and offline – to allow our customers and other stakeholders to give feedback on our products and services.
    • Internally, we implemented the activity-based workplace at our new corporate offices to promote collaboration and productivity. We also continue to enhance our employee health, safety and wellness programs with various fitness activities, volunteerism programs and safety drills.
  • The company adopts high standards of business ethics through various programs and policies to ensure integrity in the way we conduct our business. These include:
    • The Code of Ethical Behavior and Code of Conduct outlines the general expectations and standards of behavior and ethical conduct of everyone in the company.
    • Conflict of Interest Policy provides the parameters by which employees are guided in the propriety of their actions, decisions and business practices. All employees are required to sign an Annual Conflict of Interest Disclosure.
    • The company’s Insider Trading Policy covers all directors, officers and employees. Trading blackout
      periods are consistently observed.
    • Non-Disclosure Policy requires that all information pertaining to the company’s business affairs are strictly confidential. All employees are required to sign annually a Non-Disclosure Undertaking.
  • Vendor Integrity Program. As a major real estate player in the region, we acknowledge that we can influence the industry in upholding the highest standard of quality and business integrity. Thus, we have implemented the Vendor Code of Ethics applicable to the vendors of CHI and its subsidiaries. We enhanced the program by integrating the Vendor Code of Ethics into our purchasing process so that violations are flagged before any further transaction with possible erring suppliers.
  • The company’s Whistleblowing Policy encourages transparency and empowers all employees, third-party business partners and stakeholders to report any suspected or known illegal or unethical activity. Our Online Whistleblowing Report allows reporting through the website, making it open and easily accessible to all stakeholders. We have an identified Ethics Committee at both the management and Board level to handle complaints.

We observe best practices in the composition of Board committees. CHI’s Audit Committee is composed entirely of independent directors.

The company has a Related Party Transactions Review Committee to review material and significant Related Party Transactions to determine whether these are in the best interest of the company.

To ensure that the company is on track with its goals and compliances, the Board of Directors undergoes an annual Performance Appraisal as a body as part of its regular assessment process.

In growing globally as a company, we benchmark with best practices in corporate governance not only in the Philippines, but with the rest of the ASEAN. We conducted self-checks and implemented policies and programs to align with corporate governance standards within the ASEAN region.

 

Sustainability

We continue to develop programs and initiatives that contribute to sustainable development, always keeping in mind the well-being of all our stakeholders. These include:

  • Promoted local hiring to address manpower requirements
  • Forged partnerships beyond the parent company
  • Conducted intensified disaster readiness program
  • Implemented sustainability impact projects based on Ayala Land’s Four Focus Areas, namely: Site Resilience, Pedestrian Mobility and Transit Connectivity, Eco-efficiency, and Local Economic Development.