GOVERNANCE


Related Party Transactions

Related party transactions (RPTs) are conducted on an arm’s length basis and in a manner that ensures fairness to the company’s best interest, and no less favorable than those generally available to non-related parties under the same or similar circumstances. We require directors and key management personnel to inhibit themselves from participating in discussions on a particular agenda when they are conflicted. Independent directors are likewise requested to review material and significant RPTs to determine whether these are in the best interests of the company.

All directors and employees of CHI and its subsidiaries are required to promptly disclose any business and family related transactions to the company and/or its subsidiaries to ensure that potential conflicts of interest are immediately brought to the attention of management. Directors are required to disclose annually any conflict of interest through a Disclosure Form. The company also has a policy on granting loans to directors, either forbidding the practice or ensuring that the transaction is conducted at arm’s length basis and at market rates.

Should there be any related party transaction, it is identified, reviewed, and approved by the Related Party Transactions Review Committee. Material or significant related party transactions will have to be endorsed to the Board for approval. The Board may, at its option, also require that a related party transaction that it has approved be also submitted to the stockholders for consideration and ratification. In 2018, no RPTs were classified as financial assistance to entities other than wholly owned subsidiary companies.

 

Resolution of Disputes

We avoid anti-takeover measures or similar devices that may entrench ineffective management or the existing controlling shareholder group.) CHI abides by Republic Act No. 9285, otherwise known as the Alternative Dispute Resolution Act of 2004, as a way to settle disputes without resorting to excessive litigation. The company has a team that handles investor relations to ensure constant engagement with its shareholders. This sets up an avenue to receive feedback, complaints, and queries from shareholders and assures their active participation with regard to activities and policies of the company. Furthermore, representatives from the Investor Relations Office (IRO) are present every shareholders’ meeting to support these objectives.

We address investor concerns through the joint effort of its Control and Analysis Department and the the Corporate Communications Department. The names and contact details of the assigned officers in these offices for such concerns are made available to the public through the corporate website.