Corporate Governance

Company Policies

Whistle-Blowing Policy

The Company is committed to conduct business according to the highest ethical and legal standards. In line with this commitment, we encourage employees and business partners to raise concerns about any aspect of the business partners to raise concerns about any aspect of the business operation.

The objectives of this policy are the following:

  1. To encourage employees, business partners and other stakeholders to report concerns involving actual or suspected violations of Company policies, its code of conduct, criminal or unlawful acts or omissions, and instances when an act or omission endangers the health and safety of the employees.
  2. To provide clear procedures for reporting any actual or suspected violation of Company policies, misconduct, malpractice, irregularities or risks against the Company.
  3. To protect the Whistleblower against any form of retaliation.

The policy shall apply to all employees of the Company, employees of third party service providers, on the job trainees, business partners and other stakeholders of the Company, its subsidiaries and affiliates.

Whistleblowing refers to the act of filing a written complaint/report, by an employee, a business partner of the Company or other stakeholder who, in good faith, reasonably believes that an employee or business partner or stakeholder violated Company policies, or committed any unlawful act or omission or one that is similar to or in the nature of a corrupt practice, unethical behavior, malpractice, misconduct, irregularity or any risk affecting the Company or is aware of any irregularity or circumstances that may have an adverse effect on the Company.

The Whistleblowing Policy (WBP) shall include, but is not limited to complaints, reports or disclosure of information for acts involving actual or suspected violations of Company code of conduct (i.e. Offenses Subject to Disciplinary Actions - OSDA), Company policies, criminal or unlawful acts or omissions, and instances when an act or omission endangers the health and safety of the employees.

This policy shall apply to serious concerns already brought to the attention of the immediate superior, but not acted upon in accordance with the Company’s standard reporting procedures.

Any employee, business partner and other stakeholders may discuss or disclose in writing any concern on potential violation of the Code of Business Conduct with the Conflicts of Interest Committee (CICOM).

  1. Reports can be made in writing or by email using the following contact details:

    * Email: CICOM@jgsummit.com.ph
    * Fax: +632 395 3888
    * Mailing Address:
    CICOM
    JG Summit Holdings, Inc.
    44/F Robinsons Equitable Tower
    ADB Avenue cor P Poveda St.,
    Ortigas Center, Pasig City
    Metro Manila, Philippines

  2. Reports must be sent in a sealed envelope clearly marked Strictly Private and Confidential: To Be Opened by Addressee Only
  3. Reports shall be filed using the Complaint Disclosure Form (CDF).
  4. All information received in connection with the reports or disclosures shall be strictly confidential and shall not be disclosed to any person without prior consent of CICOM.

Download: Whistle-Blowing Policy(PDF)
Download: Appendix 1 Responsibilities(PDF)
Download: Appendix 2 Reporting Channels Contact Details(PDF)
Download: Exhibit 1 Complaint Disclosure Form(PDF)

Insider Trading Policy

The Company shall abide with the provisions of law set forth in the Securities Regulation Code and shall implement policies and procedures to prevent the unauthorized disclosure or misuse of material, non-public information in securities trading to preserve the reputation and integrity of the Company.

The objectives are the following:

  1. To provide guidelines to promote compliance to the Securities Regulations Code provision relating to the prohibition of fraud, manipulation and insider trading (Appendix 1).
  2. To maintain the confidence and trust of stakeholders by preserving the reputation of integrity and ethical conduct of the Company as well as all the persons affiliated with it.
  3. To identify the duties of employees and responsible departments in ensuring compliance to the provisions of law and this Policy.

This Policy shall cover:

  1. This Policy shall apply to Company, its subsidiaries and affiliates.
  2. This policy shall apply to all transactions in the Company’s securities as defined in item 7 under the Definition of Terms.
  3. This policy shall cover everyone in the organization who receive, have access to or in possession of material, non-public information (as defined in item 5 under Definition of Terms) about the Company including all:
    1. 3.1 Members of the Board of Directors;
    2. 3.2 Officers;
    3. 3.3 Employees;
    4. 3.4 Advisors, Agents, Consultants, Contractors and other Stakeholders as defined in item 8 under the Definition of Terms);
    5. 3.5 Related Person as defined item 6 under the Definition of Terms.
  4. This policy also applies to material, non-public information relating to any other company with publicly-traded securities, including customers or suppliers obtained in the course of employment with, or the performance of services on behalf of the Company and for which there is a relationship of trust and confidence concerning the information.

Download: Insider Trading Policy (PDF)
Download: Appendix 1 SRC Code (PDF)

Conflict of Interest Policy

The Company's Code of Business Conduct and Conflicts of Interest Policy require employees to make a conscious effort to avoid conflict of interest situations; that his judgment and discretion is not influenced by considerations of personal gain or benefit. A conflict of interest may also occur because of the actions, employment, or investments of an immediate family member of an employee.

Related Party Transaction

The Company shall conduct all Related Party Transactions (RPT) on an arm’s length basis with consideration paid or received and on terms no less favorable than any such terms available to unrelated third parties under the same or similar circumstances.

The purpose of this policy is to institute the proper review, approval and reporting of transactions which may be entered in to between or among the Company or any of its subsidiaries, affiliates, directors and officers.

This policy shall cover the review, approval and reporting of transactions which may be entered in to between or among the Company or any of its subsidiaries, affiliates, directors and officers and the general guidelines to be observed in relation to RPTs.

Download: Related Party Transactions Policy
Download: Related Party Transactions Policy APP 01

Stakeholders Health, Safety and Welfare

Stakeholders

The Company is committed to undertake all reasonable steps to ensure the health, safety and welfare for the best interest of our stakeholders and the communities where we live and work by complying with the provisions of law, industry rules and regulations, standards of independent accreditation bodies where the Company obtained accreditation, and contractual obligations. This policy aims to:

  1. Provide a guiding principle to ensure health, safety and welfare of the Company's stakeholder.
  2. Identify responsibility and accountability of every personnel and department in the organization to ensure the health, safety and welfare of stakeholders.
  3. Integrate health and safety practices in all activities to ensure efficiency and quality of products and services.

This policy shall define the guiding principles and responsibilities for managing health, safety and welfare of the stakeholders of JG Summit Holdings, Inc. (JGSHI), its subsidiaries and affiliates.

Download: Health, Safety and Welfare Policy

Employees

The Company abides by safety, health, and welfare standards and policies set by the Department of Labor and Employment. Likewise, the Company has Security and Safety Manuals that are implemented and regularly reviewed to ensure the security, safety, health, and welfare of the employees in the work place.

To ensure that the employees of the Company maintain a healthy balance between work and life, health and wellness programs are organized for these employees. Professionals are invited to conduct classes of Zumba, Tai Chi, and other activities in our work site. The Company has also partnered with fitness gyms to offer special membership rates to employees. This is in addition to the free use of gym facilities in the different installations.

Year on year, the Company has facilitated vaccinations such as against flu and cervical cancer that are offered not only to employees but to their dependents as well. The Company has worked with healthcare providers in identifying top diseases based on utilization report and has invited resource speakers to talk about preventive measures.

To ensure the safety of the Company's employees, a Corporate Emergency Response Team (CERT) has been created that will be activated and will become the "command center", orchestrating initiatives across the conglomerate during a crisis. Also, the CERT shall be responsible for the periodic review of contingency plans and the institution's emergency preparedness and response procedures to ensure that effective responses and responsible policies are in place to deal with crisis or emergency situations.

Company Trainings and Development Programs for Employees

The Company continuously provides learning and development opportunities for its employees through the John Gokongwei Institute for Leadership and Enterprise Development or what is commonly known as JG-ILED.

JG-ILED is the leadership platform for systematic and sustained development programs across the conglomerate. Its mission is to enable a high performing organization that will facilitate the learning process and develop the intellectual and personal growth of all employees through targeted and customized trainings and development programs.

JG-ILED curriculum comprises of the following:

Core Program - programs designed to ensure employees have the foundation needed to perform job effectively. It also covers key people skills training that will help supervisors and managers in leading their teams to perform to the optimum level.

Management Development Program – programs that aims to enhance the leadership capability and business acumen of all leaders

Human Resources Development Program - courses designed to ensure employees have a common understanding of the HR processes and systems by which the Company operates.

Creditors

The Company upholds creditors' right by honoring contracted obligations and providing information required under the Revised Disclosure Rules and the Securities Regulation Code, if applicable, audited financial statements prepared compliant with applicable financial reporting standards, and other periodic reports compliant with the provisions of law, loan covenants and other regulatory requirements.

This policy aims to:

  1. Provide the guiding principles to ensure protection of creditors' rights.
  2. To identify the duties of responsible departments in protecting the rights of creditors.

This policy shall cover the documentation, reporting and disclosure requirements to promote transparency for the protection of the rights of creditors of JG Summit Holdings, Inc. (JGSHI), its subsidiaries and affiliates.

Download: Protection of Creditors' Rights Policy

Board Nomination and Election Policy

The Board recognizes the importance of having a qualified and competent Board to achieve Company objectives as well as to protect the interest of all its stakeholders and shall ensure that proper nomination and election process is in place to attain this.

The objective of this policy is to institute policy and process for the nomination and election of the Board of Directors. The Policy applies to the nomination and election of the Board of Directors.

Download: Board Nomination and Election Policy
Download: Exhibit 1 Nomination Form
Download: Exhibit 2 Conforme Form
Download: Exhibit 3 Certification of Eligibility and Conflict of Interest Statement
Download: Appendix 1 SEC Circular

Succession Planning and Remuneration Policy

The Company shall ensure its continued effective performance and sustained growth through leadership continuity for the benefit of all its stakeholders.

The objectives of the Succession Planning Programme are:

  1. To identify and nominate suitable candidates for the Board’s approval to fill the vacancies that arise from time to time.
  2. To identify the competency requirements of critical and key positions, assess potential candidates and develop required competency through planned developments and learning initiatives.
  3. To identify the key job incumbents in Senior Managerial positions and recommend whether the concerned individual may be granted an extension of term/service, or be replaced with an identified internal or external candidate or there is a need to recruit suitable candidate/s.
  4. To ensure the systematic and long-term development of individuals in the senior management level as ready replacement when the need arises due to deaths, disabilities, retirements and other unexpected occurrence.

Download Policy: Succession Planning and Remuneration Policy

Board Diversity Policy

The Company recognizes the benefits of having a diverse Board and its value in maintaining sound corporate governance while achieving strategic objectives and sustainable growth.

The Board Diversity Policy (“the Policy”) establishes the approach to realize diversity of Board membership on an on-going basis.

The Policy applies to the Board of Directors. It does not apply to diversity in relation to employees of Company, which is covered by the internal guidelines of the Company’s Human Resources Department.

Download Policy: Board Diversity Policy