GOVERNANCE


Disclosure and Transparency

We follow a mature disclosure policy and procedure that are practical and aligned with best practices and regulatory expectations.

To ensure the adequacy and comprehensiveness of each disclosure, we adopt the following disclosure practices:

  • We aim to release our financial statement 60 calendar days after the close of the financial year. In no case shall the issuance of the audited financial statement be later than 90 business days after the close of the financial year. In addition, the Board of Directors shall issue a certification together with the audited financial statement declaring the report to be fair and accurate. For 2018, the Board has reviewed and affirmed the true and fair representation of the annual financial statement report.
  • We update our company website to provide information on the financial as well as non-financial results of CHI’s business operations—including any changes in the company’s ownership structure and business group structure. The website has a downloadable Integrated Annual and Sustainability Report as well as notices of the Annual Stockholders’ Meeting, current bylaws, articles of incorporation, and other standard disclosures. We likewise aim to provide accurate and current information on our company’s history, governance, products and services, investor information, and journey towards sustainability in our website.
  • We provide a timely disclosure to the public of every material fact or event that occurs, particularly on the acquisition or disposal of significant assets, which could adversely affect the viability of the interest of its shareholders and other stakeholders
  • We address investor concerns through the joint effort of our Control and Analysis Department and 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.
  • We disclose policies governing Related Party Transactions and other unusual or infrequently occurring transactions. The following information is provided on all RPTs for the previous year:
    • Name of the related counterparty;
    • Relationship with the party;
    • Transaction date;
    • Type/nature of transaction;
    • Amount or contract price;
    • Terms of the transaction;
    • Rationale for entering into the transaction
    • The required approval (i.e., names of the board of directors approving, names and percentage of shareholders who approved) based on the company’s policy; and
    • Other terms and conditions
  • We appoint an independent party to evaluate the fairness of the transaction price on the acquisition or disposal of assets.

Stakeholders may also contact the Stakeholders Information Desk for assistance. Contact details are found on the Contact Us page of the website.

Interim reports are published within 45 days from end of reporting period. All disclosures are immediately posted on the Investor Relations section of our website and may be accessed through the following link: http://www.cebuholdings.com/disclosure_list/1/.

Furthermore, CHI’s Manual on Corporate Governance is submitted to the SEC and PSE, and is regularly updated should there by any changes. All information about our corporate governance practices are found on this link: http://www.cebuholdings.com/governance_list/1/.

To better communicate CHI’s programs and initiatives, the company has further enhanced its website by presenting information in a manner that is more convenient for the public to read and access while being compliant with SEC’s prescribed website template. Corporate Governance and investor relations disclosures are also regularly updated online for easier access.

CHI’s Integrated Report contains a statement confirming the company’s full compliance with the Code of Corporate Governance. In case of non-compliance, issues and causes for such are identified. This 2018 CHI Integrated Report discloses the following information:

  • Financial Performance Indicators
  • Ownership Structure
  • Non-financial performance indicators
  • Corporate Objectives
  • Rights of Shareholders
  • Dividend Policy
  • Responsibilities of the Board
  • Enterprise-wide Risk Management
  • Biographical Details
  • Attendance to Meetings
  • Total Remuneration
  • Report of the Audit Committee
  • Report of the Risk Oversight  Committee Internal Control and Compliance System Attestation

The 2018 CHI Annual Report can also be accessed through the following link: https://www.cebuholdings.com/investor_rel_list/2/

 

DATE DISCLOSURE
February 26, 2018 Results of Board of Directors Meeting:

  1. The merger of the Company and its listed subsidiary, Cebu Property Ventures
    and Development Corporation (CPVDC), with CHI as the surviving entity.
    The plan of merger will be submitted for the approval of the Company’s stockholders during their annual meeting,
  2. The resetting of the annual stockholders’ meeting of the Company to April 10,
    2018 since a number of the Company’s directors have advised the Office of
    the Corporate Secretary of their unavailability on April 4, 2018, the original
    schedule of the annual stockholders’ meeting, and
  3. The Charter of the Board of Directors and the creation of the Committee of
    Inspectors of Proxies and Ballots with the appointment of the following as
    members: June Vee D. Monteclaro-Navarro-Chairman, Ma. Luisa D. Chiong-
    Member and Jennifer G. Sia – Member.
March 6, 2018 PSE Disclosure Form LR-1 Comprehensive Corporate Disclosure on Issuance
of Shares (Merger of Cebu Property Ventures and Development Corporation
(CPVDC) with Cebu Holdings, Inc. (CHI).
April 10, 2018 Results of Annual Stockholders’ Meeting (Approval of the merger of the
Company and Cebu Property Ventures & Development Corporation).
June 4, 2018 SEC Form 23-B of Ayala Land, Inc. – 74.40% ownership dated May 29, 2018.
July 5, 2018 SEC Form 23-B of Ayala Land, Inc. – 75.07% ownership dated June 5, 2018.
November 6, 2018 PSE Disclosure Form 4-23 on the approval by the Securities and Exchange Commission of the merger of Cebu Property Ventures and Development
Corporation with our Company.
November 15, 2018 PSE Disclosure Form 4-11 on the change in the number of issued and
outstanding shares of our Company.
November 22, 2018 Results of Board of Directors Meeting:

  1. The declaration and payment of cash dividend of P0.15 per share to all
    stockholders of record as of December 13, 2018, payable on December 20,
    2018, and
  2. The setting of the 2019 Annual Stockholders’ Meeting on April 15, 2019.
December 7, 2018 SEC Form 23-B of Ayala Land, Inc. – 70.43% ownership dated November 6,
2018.

 

Transparent Ownership Structure

We regularly disclose in our website the top 100 holders of our common shares, the security ownership of beneficial owners having more than five percent of the company’s total outstanding stock, and the shareholdings of members of the Board of Directors and key management officers. These are submitted to the SEC, PSE and Philippine Dealing and Exchange Corporation (PDEx), and made available to the general public regularly through postings on our Investor Relations website page, the PSE/SEC’s Integrated Annual Corporate Governance Report, and the Definitive Information Statement sent to our shareholders. We also disclose the percentage of foreign ownership in the company on a monthly basis.

As of December 31, 2018, the total number of shares owned by the public amounted to 637,483,684 shares, equivalent to 29.56 percent of total outstanding shares.

We continue to strictly implement guidelines covering securities dealings to comply with government regulations.