Related Party Transactions
Any Related Party Transaction shall be reported to the RPT Committee, which shall review the material facts of all Related Party Transactions and either approve, disapprove or ratify such transactions. The Audit Committee shall report all Related Party Transactions to the Board of Directors.
All Related Party Transactions shall be disclosed in the Company’s Financial Statements and Annual Report to Shareholders.
We work with our employees to develop and enhance each individual’s skills and capabilities and provide safe and healthy working conditions for all our employees.
Health, Safety, and Welfare of Employees
We are committed to ensure the health, safety and well being of its employee while in the performance of their duties. To ensure the employees’ health conditions, the company provides a health program that aims to provide the medical needs of employees for their health maintenance and treatment of minor medical problems. The company health programs include:
Participation rate in the Company’s Annual Physical Exam has been consistently above 90%. For the 2015 APE, participation rate was at 96%.
Training and Development Programs for Employees
As our employees are our greatest asset, we provide them with opportunities for continuing skills and capability development.
We endeavor to offer employee development programs designed to enhance and update job knowledge, develop new skills and techniques and improve work attitudes such as training courses (here and abroad), on-the-job training, task force / committee membership, special projects and reading lists among others.
The D & L-Ateneo Human Capital Development Partnership
D & L does invest in people. With the Ateneo Rockwell Graduate School of Business as partner institute, it has engaged its high potentials from both managerial and supervisory groups into an intensive six month-learning program using the Building Business framework.
The seasoned managers go through the LMDP (Leadership Management Development Program) while their successions undergo the SET (Supervisory Essentials Training) curriculum. The attendees have to pass a mini-thesis defense of their Work Application Project (WAP) before a panel of professors as a proof of learning. To date, three batches with over a 100 candidates have been privileged participants.
In addition to the LMDP and SET, the Human Resource department also conducts seminars and workshops. Below are a few of the programs conducted this 2015:
Measurements of Uncertainty
Basic methods performed in the laboratory
IMS Awareness Seminar
Awareness on the requirements of ISO 9001:2008 (Quality Management System); ISO 14001:2004 (Environmental Management System); OHSAS 18001:2007 (Occupational Health and Safety Management System)
LLDA (Laguna Lake Development Authority) Continuing Education
Promotion of eco-friendly, green and sustainable development through employee-driven environmental initiatives
Value Selling and Pricing Strategies
Technical selling and sales negotiation skills; Building High value Relationships / Understanding Customer’s Behavior, Need and Decision Roles / Value Selling Role Plays; Steps in Setting Price, Break Even Analysis, Pricing Methods
D&L Industries encourages the reporting of irregularities as described in the Company’s Policy on Fraud, Theft and Bribery, and will protect the identity of whistle-blowers and persons cooperating in the investigation of irregularities. Reported irregularities will be investigated and appropriate actions will be taken.
An employee who complains of retaliation, reprisal or harassment with respect to a whistle- blower activity should file a report with the Director, Human Resources, who will conduct a review of the complaint to determine whether the act in question constitutes retaliation, reprisal or harassment and performs appropriate resolution. The Group assures that those reporting do not suffer the consequence of disclosing in confidence what they know.
In reporting irregularities, a whistle- blower can choose to notify the Manager of Internal Audit, the designated Director of the Company, or the Audit Committee via mail, email, and telephone. Reports by mail and email must include a filled out Whistleblowing form marked CONFIDENTIAL.
Where irregularities are reported to the designated Director of the Company, the Director informs the Chairman of the Board and, in consultation with the President and Chairman, determines a course of action.
All whistle-blower reports received by the designated Director are forwarded to the Manager of Internal Audit for processing.
The Manager of Internal Audit maintains a confidential record of whistle-blower reports and notifies the Chairman of the Board and President of received reports.
The Manager of Internal Audit prepares the plan, scope and schedule of the investigation. The whistle-blower should be informed that report has been received, an investigation will be conducted, and the whistle-blower may be contacted for further information as the investigation proceeds.
If, during the course of an investigation, the facts appear to be indicative of an illegal act, the Manager of Internal Audit should advise the President and the Chairman; recommends if further investigation should be turned over to relevant authorities; and seeks specialized assistance if required to complete the investigation
On completion of the investigation, a summary of the investigation steps, facts found and conclusions are documented in a confidential investigation report by the Manager, Internal Audit.
The Manager of Internal Audit maintains a file of completed investigation reports.
The Manager of Internal Audit reports to the Chairman of the Board, the President and the Audit Committee on the status of investigations concerning reported irregularities every month.
During the course of or after concluding the investigation, depending on the individual circumstances, the Manager of Internal Audit should contact the whistle-blower (except in cases where the whistle-blower has requested not to be contacted) to provide information concerning the progress and / or outcome of the investigation to the extent that such disclosures does not compromise a person’s rights, privacy or confidentiality.
All information in relation to this Policy are considered confidential. Personal information will not be disclosed to any unrelated party unless it is for purposes of conducting the investigation, reporting to the authorities, or taking disciplinary or legal action. Any employee who makes a report or is interviewed during an investigation must keep all information confidential.
Prohibition against Insider Trading
All covered Persons are prohibited from buying, selling, trading or otherwise dealing in the Securities while in possession of material non-public information. All Covered Persons are likewise prohibited from passing such material non-public information to any person who might use such information to deal in the Securities.
A Covered Person should exercise prudence in evaluating whether the non-public information he possesses is material or not. Any doubt should be resolved in favor of treating such non-public information as material.
Details on recent transactions and latest shareholdings of directors and officers of the Company are found in the Statements on Beneficial Ownerships and Public Ownership Reports. These are available on our Investors page under Disclosure and Filings
Trading Blackout Periods
1) Any Covered Person who possesses material non-public information is prohibited to buy, sell, trade or deal in the Securities from the time he acquired such material non-public information and until two  trading days after such material information has been made public.
2) Directors, officers, consultants and members of senior management of the Issuer companies are prohibited to buy, sell, trade or deal in the Securities during the following periods:
a. For quarterly and annual financial reports and other structured reports - Ten (10) trading days before and two (2J trading days after public disclosure of quarterly and annual financial reports and other structured reports.
b. For unstructured reports - Three (3J trading days before and two (2) trading days after public disclosure of material information other than Item (a) above.
Reportorial Requirements of Directors and Officers of the Issuer Companies
Directors and officers of the Issuer Companies are required under the Securities Regulation Code and
the regulations of the Securities and Exchange commission (SEC) and the Philippine Stock Exchange (PSE) to report their beneficial ownership of the Securities as well as any change in such beneficial ownership.
To ensure that such reportorial requirements are timely complied with, the concerned director or officer must inform the Compliance Officer of his beneficial ownership in the Securities not later than one [1) day after their election or appointment. Thereafter, he must inform the Compliance Officer of any change in his beneficial ownership of the securities not later than one (1] day after the acquisition or disposal of the Securities.
For purposes of the reportorial requirements of the SEC and the PSE, beneficial ownershiD of the director or officer shall include not only the Securities which he directly owns but also the Securities which are:
a.) held by members of his immediate family sharing the same household;
b.) held by a partnership in which he is a general partner;
c.) held by a corporation of which he is the controlling shareholder; and
d.) subject to any contract, arrangement or understanding which gives him voting power or investment power with respect to such securities.