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 [2] 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 aftef 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.

COI may appear in countless and innumerable form. It can occur when an employee or member/s of his family has direct or indirect financial interest in or may get benefits by way of compensation, favors or material advantage from customer, suppliers or contractor. As a guide, the following dealings and relationship of a firm or an individual with the company maybe defined as potential cause of COI and relationship of employees and contractors must be disclosed every year:

Supplies material, services and equipment to the company
Has a business dealing with the company through leases, purchases, subcontracts, tolling and the like
Competes with or engages in a similar business as the company. d. Utilize or use company equipment, facility and other company resources for personal advantage and gain.

Transparency shall always be the basis of business conduct and dealings thus employees and contractors must disclose his and his immediate family’s relationship with competitors, suppliers and companies with relationship with the company.

As a guideline, employees are discouraged to engage in the following activities:

Loans
Employees must not borrow money or acquire loan from company customers or individuals and firms that does business with the company .

Favors, Gifts and Gratuities
Employees should not accept favors, gifts and gratuities, services or similar gestures of generosity or acts of hospitality that may appear to influence the employee’s behavior and judgment. This includes small or minor token of appreciation and gratitude that are given or exchanged at a level beyond accepted, customary and common courtesies.

Information
Employees must never pass information that will benefit him/her and places the company’s position in a disadvantage. This may include but is not limited to reports, memoranda, emails, financial, technical and operating data.

Payments
Employees are not to make questionable or unauthorized payments either in money or in kind.

Employment
Employees must not render service or perform any work in firms that the company competes with or does business with.

 

Audit Committee

The Audit Committee has the following functions:

 a)  Assist the Board in the performance of its oversight responsibility for the financial reporting process, system of internal control, audit process, and monitoring of compliance with applicable laws, rules and regulations;

b)  Provide oversight over Management’s activities in managing credit, market, liquidity, operational, legal and other risks of the corporation. This function shall include regular receipt from Management of information on risk exposures and risk management activities;

c)  Review the annual internal audit plan to ensure its conformity with the objectives of the corporation. The plan shall include the audit scope, resources and budget necessary to implement it;

d)  Prior to the commencement of the external audit, discuss with the external auditor the nature, scope and expenses of the audit, and ensure proper coordination if more than one audit firm is involved in the activity to secure proper coverage and minimize duplication of efforts;

e)  Establish an internal audit function, and consider the appointment of an independent internal auditor and the terms and conditions of its engagement and removal;

f)  Monitor and evaluate the adequacy and effectiveness of the corporation’s internal control system, including financial reporting control and information technology security;

g)  Review the reports submitted by the internal and external auditors;

h)  Review the quarterly, half-year and annual financial statements before their submission to the Board

i)  Coordinate, monitor and facilitate compliance with laws, rules and regulations;

j)  Evaluate and determine the non-audit work, if any, of the external auditor, and review periodically the non-audit fees paid to the external auditor in relation to their significance to the total annual income of the external auditor and to the corporation’s overall consultancy expenses. The committee shall disallow any non-audit work that will conflict with his duties as an external auditor or may pose a threat to his independence. The non-audit work, if allowed, should be disclosed in the corporation’s annual report; and

k) Establish and identify the reporting line of the Internal Auditor to enable him to properly fulfill his duties and responsibilities. He shall functionally report directly to the Audit Committee. The Audit Committee shall ensure that, in the performance of the work of the Internal Auditor, he shall be free from interference by outside parties.

Executive Committee

During the intervals between the meetings of the Board, the Executive Committee possesses and may exercise powers of the Board which can lawfully be delegated in the management and direction of the affairs of the Corporation in all cases in which specific directions shall have not been given by the Board. All actions by the Executive Committee shall be reported to the Board at its meeting next succeeding such action, and shall be subject to revision and alteration by the Board, provided that no rights of third parties shall be affected by any such revision or alteration.

Executive Committee Members

Dean L. Lao
Leon L. Lao
Yin Yong L. Lao
Alex L. Lao
Alvin D. Lao

Audit Committee

The Audit Committee has the following functions:

a)  Assist the Board in the performance of its oversight responsibility for the financial reporting process, system of internal control, audit process, and monitoring of compliance with applicable laws, rules and regulations;

b)  Provide oversight over Management’s activities in managing credit, market, liquidity, operational, legal and other risks of the corporation. This function shall include regular receipt from Management of information on risk exposures and risk management activities;

more on functions of the Audit Committee

Audit Committee Members

Mercedita S. Nolledo
Yin Yong L. Lao
Filemon T. Berba

Nomination Committee

The Nomination Committee shall review and evaluate the qualifications of all persons nominated as director, whose names are submitted to the Corporation in accordance with Article IV, Section 1 of the By-laws, and other appointments that require Board approval, and assess the effectiveness of the Board’s processes and procedures in the election and replacement of directors. It shall conduct nominations and pre- screen the qualifications of candidates for independent directors and prescribe screening policies and parameters in the review of the qualifications of nominees for independent directors. It shall adopt procedures for the nomination, election and termination and or cessation of independent directors in conformity with applicable laws and regulations.

Nomination Committee Members

Leon L. Lao

John L. Lao
Filemon T. Berba, Jr,

Remuneration Committee

The Compensation Committee shall establish a formal and transparent procedure for developing a policy on remuneration of directors and officers to ensure that their compensation is consistent with the Corporation’s culture, strategy and the business environment in which it operates.

Remuneration Committee Members

Yin Yong L. Lao

John L. Lao
Mercedita S. Nolledo

P10.54

0.20
1.93%

   

 

As of 22 Nov 2017