Policies
Manual on Corporate Governance
The Securities and Exchange Commission (“SEC” or “Commission”) has been instituting structural reforms and has begun to develop a comprehensive strategy to raise the standards of corporate governance, with the purpose of building investor confidence, developing capital market, and helping achieve high sustained growth for the corporate sector and the economy.
In 2016, the SEC issued Memorandum Circular No. 19 on Code of Corporate Governance for Publicly-Listed Companies. In compliance with the Memorandum Circular, GT Capital adopted a Manual on Corporation Governance as a single point of reference of the processes within the Corporation and the guiding principles to be followed in carrying out its business.
The Manual contains, among others, the duties and responsibilities of the Board of Directors and key officers, the charters and functions of Board Committees, investors' rights and protection, and penalties for non-compliance.
Download Previous Amendments of Manual on Corporate Governance
Code of Ethics
GT Capital’s Code of Ethics guides its directors,officers, and employees in the conduct of business according to the highest ethical standards, anchored on its corporate core values of integrity, excellence, respect, entrepreneurial spirit, and commitment to value creation.
The Code of Ethics is implemented through the Manual, Whistleblowing Policy, Code of Discipline of Employees, and the Policies and Procedures Manual of each department. These documents have been distributed to and are readily available for access of all directors, officers, and employees through the website, and by request from the Legal and Compliance Department, or the Human Resources (“HR”) and Administration Department. They are also reviewed on an annual basis in the context of evolving best practices and changing regulations.
GT Capital’s HR and Administration Department, in coordination with the relevant heads of other departments, monitors and ensures compliance with the aforementioned policies and if necessary, imposes the appropriate disciplinary action. In addition, each department is audited by GT Capital’s Internal Audit Department to verify observance of the relevant policies.
Code of Discipline and Anti-corruption Programs
The Code of Discipline ensures that employees of GT Capital conduct its business affairs with honesty and integrity by setting forth rules and regulations that promote the general principles in GT Capital’s Code of Ethics. This creates a more meaningful integration of the principles of professionalism, high ethical standards, discipline, integrity, and honesty in its corporate culture. For instance, bribery and offering or accepting anything of value for personal gain in the conduct of official business is considered a serious offense with a penalty of dismissal under the Code of Discipline.
The Code of Discipline has been distributed to all employees of GT Capital. The HR and Administration Department is responsible for monitoring and implementing the Code of Discipline. There have been no major violations since its adoption in 2013.
Whistleblowing Policy
GT Capital’s Whistleblowing Policy ensures that it maintains the highest standards of transparency, probity, and accountability; as well as its policy against illegal and fraudulent practices, and unethical conduct by members of the Board, officers, and employees.
The Whistleblowing Policy clearly defines who qualifies as a whistleblower; outlines a procedure for reporting in good faith acts and omissions that violate any law, rule or regulation or that constitute unethical conduct or fraudulent accounting, among others; and provides protection for the whistleblower through provisions on confidentiality and non-retaliation. The Whistleblowing Policy is accessible through the GT Capital website, and is also attached to GT Capital’s Manual.
Reports by stakeholders, including employees, may be submitted by e-mail to governance@gtcapital.com.ph or directly in writing to the Chief Audit Executive (“CAE”). The CAE may then investigate the report, appoint an investigating officer, create a Special Task Force (internal or outsourced) to investigate the matter independently, or elevate the report to the Discipline, Ethics, and Values Committee composed of the CAE and the respective heads of the HR and Administration Department and Legal and Compliance Department. Investigations shall be completed within sixty (60) calendar days from receipt of the report by the CAE.
The anonymity of the whistleblower is protected, and his identity shall not be revealed without his explicit consent while the investigation is ongoing. Retaliation against an employee whistleblower through punitive transfers, harassment, reduced duties or hours, withholding of professional promotion or training, or other reprisal tactics is prohibited, and disciplinary action may be commenced against an officer or employee who has engaged in retaliatory conduct in violation of the Whistleblowing Policy.
Policy on Conflicts of Interest
Under GT Capital’s Manual, directors are prohibited from using their position to profit or gain benefits or advantages for themselves or their related interests, and are obliged to avoid situations which may compromise their impartiality. If an actual or potential conflict of interest arises, the conflicted director is required to fully and immediately disclose such conflict of interest and abstain from participating in the Board discussion of that item on the agenda.
Insider Trading Policy
Directors, principal officers, and employees are duty bound to keep secure and confidential all non-public information which they may acquire or learn by reason of their position and are prohibited from dealing in GT Capital shares from the time they receive or become aware of material non-public information and for up to two full trading days after its disclosure to the investing public (the “Blackout Period”). A director convicted of insider trading shall be removed from his position while officers and employees shall be subject to dismissal.
Outside the Blackout Period, in compliance with PSE’s Revised Disclosure Rules and the Implementing Rules and Regulations of the Securities Regulation Code, GT Capital requires its directors, principal officers, and its principal stockholder, Grand Titan Capital Holdings, Inc., to report any acquisition or disposal of GT Capital shares on the same day as the transaction. The appropriate disclosures are submitted to the PSE and SEC (through SEC Form 23-B) before the relevant information is posted on GT Capital’s website.
In 2016, GT Capital submitted details on all transactions made by insiders and has not been penalized for any violation of applicable laws, rules, and regulations in relation to insider trading.
Procurement Policies
GT Capital implements policies and procedures to prevent risk exposure related to unreasonable spending. The Corporation has a list of accredited suppliers for office supplies and equipment which were screened to provide competitive prices. Contracts for availment of crucial services are reviewed and approved by the Bids and Awards Committee or the Executive Committee in case of extraordinary service engagements.
Legal and Compliance Policies and Procedures Manual
Related Party Transactions Policy
GT Capital’s Related Party Transactions Policy (“RPT Policy”) is found in the Corporate Governance and Related Party Transactions (“CGRPT”) Committee Charter. The RPT Policy defines a Related Party and provides that the CGRPT Committee shall pass upon and provide clearance for transactions with Related Parties, provided the transaction reaches the threshold provided in the RPT Policy. The RPT Policy also prohibits loans or assistance to a Related Party, except when certain conditions are present.
Material Related Party Transactions Policy
This Material Related Party Transactions Policy complements and strengthens GT Capital’s existing RPT Policy and aims to prevent or mitigate abusive transactions with Related Parties and avoid risks of conflict of interest, in accordance with the regulations of the Securities and Exchange Commission (“SEC”), including SEC Memorandum Circular No. 10 Series of 2019 (re: Rules on Material Related Party Transactions for Publicly-Listed Companies), and other regulatory bodies.
This Material RPT Policy covers all transactions between GT Capital and its Related Parties meeting the Materiality Threshold, which is ten percent (10%) or higher of GT Capital’s total consolidated assets based on its latest audited financial statements.
Policy and Data Relating to Health, Safety and Welfare of Employees, including company sponsored trainings
Policies and Practices on Health, Safety, and Welfare of Employees
GT Capital values the health, safety, and welfare of its employees. It provides non-contributory medical and dental coverage for all its employees and eligible dependents, which includes comprehensive in-patient and out-patient hospitalization benefits. First-aid and over-the-counter medicines are available when needed.
Other benefits for regular employees include allowances, leave benefits, bonuses, emergency loans, car plan, housing assistance, retirement benefits, burial assistance, and group life insurance.
Further, in compliance with general labor standards and occupational safety and health standards, GT Capital has incorporated in its Employee Handbook the following policies and programs for the benefit of its employees:
1. Drug-free Workplace Policy & Program;
2. Hepatitis B Workplace Policy & Program;
3. HIV AIDS Workplace Policy & Program; and
4. TB Workplace Policy & Programs.
To date, GT Capital continues to fully comply with labor, occupational safety, and health standards required by law. It also holds activities such as annual and dental check-up, and safety, fire and earthquake drill.
The annual safety, fire, and earthquake drills as well as seminars on emergency response are conducted in coordination with the Makati Fire Station and the GT Tower building administration to better equip employees with basic and necessary skills in case of emergencies. Emergency grab bags have also been distributed to each employee.
Employees participated in the following activities in the year 2020:
Activity |
Dependents |
Emergency grab bags |
43 |
Human Capital Development Initiatives |
43 |
Rapid Testing |
40 |
PCR Testing |
7 |
Face shield/Face mask distribution |
43 |
Vitamins Distribution |
43 |
WFH Arrangement |
43 |
Shuttle Arrangement |
17 |
Covid-19 Orientation Webinar |
43 |
Activities undertaken by GT Capital in response to the Covid-19 pandemic are discussed in the Sustainability Report.
Training and Developmental Programs for Employees
Recognizing the need for continuing education and development of its Senior Management and employees, GT Capital’s HR and Administration Department identifies programs and allocates a budget for employees to acquire and enhance technical and behavioral competencies. These programs address competency gaps and expose them to the latest concepts, information, and techniques in their respective fields as well as to further build their competencies in preparation for higher responsibilities in the future. These training and development programs supplement the mentoring provided by each Department Head and the President to the officers of GT Capital.
In 2020, the following training programs were attended by GT Capital’s Senior Management and other employees:
Senior Management Training
Name of employee |
Date |
Program |
Francisco H. Suarez, Jr. |
January 9, 2020 |
DBS-FMSBC Pulse of Asia Conference |
|
January 24, 2020 |
The Metrobank Economic and Markets Outlook Briefing |
|
January 30, 2020 |
Leading Practices in Communicating Sustainability and ESG Performance to Investors |
|
February 4, 2020 |
JPMorgan 14th Philippines Conference |
|
February 26, 2020 |
Metro Pacific Briefing |
|
April 17, 2020 |
CLSA Philippines: Special Conference Call with Sec Karlo Nograles |
|
April 29, 2020 |
GT Capital: Update amidst the Coronavirus Crisis c/o Regis |
|
June 9, 2020 |
Credit Suisse Virtual Conference - Finding Alpha: The Philippines Pandemic Behaviour |
|
June 19, 2020 |
UBS Expert Series - Outlook for Philippines Automotive |
|
June 29, 2020 |
Philippines Insight: Metropolitan Bank (MBT PM) |
|
July 8, 2020 |
Department of Finance: Pre-SONA Forum of the Economic Development and Infra Clusters |
|
July 8, 2020 |
Credit Suisse Speaker's Corner Series |
|
August 4, 2020 |
Leading in Extraordinary times with Jaime Zobel de Ayala c/o Makati Business Club |
|
August 5, 2020 |
Goldman Sachs Investor Relations Forum Webinar Series |
|
August 6, 2020 |
Security Bank Economic Forum |
|
August 13, 2020 |
Maybank: Invest ASEAN 2020 |
|
August 17, 2020 |
GT Capital First Half Briefing |
August 19, 2020 |
Nomura Virtual Philippines Corporate Day 2020 |
|
|
September 11, 2020 |
JP Morgan's Asia Pacific CEO-CFO Conference |
|
September 16, 2020 |
Philippines Economic Outlook & Govt Response Covid-19 c/o Credit Suisse |
|
September 21, 2020 |
Philstocks "Coffee Time" Stock Talks Live via Zoom |
|
September 23-24, 2020 |
BlackRock's Senior Leaders at the Corporate CFO Summit |
|
September 25, 2020 |
UBS OneASEAN Conference 2020 |
|
October 8, 2020 |
MUFG Economic Briefing |
|
November 4, 2020 |
GT Capital Economic Briefing |
Vicente Jose S. Socco |
March 5, 2020 |
Corporate Governance Orientation Program |
|
November 4, 2020 |
GT Capital Economic Briefing |
Jose B. Crisol, Jr. |
January 9, 2020 |
DBS-FMSBC Pulse of Asia Conference |
|
January 24, 2020 |
The Metrobank Economic and Markets Outlook Briefing |
|
January 30, 2020 |
Leading Practices in Communicating Sustainability and ESG Performance to Investors |
|
February 4, 2020 |
JPMorgan 14th Philippines Conference |
|
April 17, 2020 |
CLSA Philippines: Special Conference Call with Sec Karlo Nograles |
|
April 29, 2020 |
GT Capital: Update amidst the Coronavirus Crisis c/o Regis |
|
June 9, 2020 |
Credit Suisse Virtual Conference - Finding Alpha: The Philippines Pandemic Behaviour |
|
June 19, 2020 |
UBS Expert Series - Outlook for Philippines Automotive |
|
June 29, 2020 |
Philippines Insight: Metropolitan Bank (MBT PM) |
|
July 8, 2020 |
Department of Finance: Pre-SONA Forum of the Economic Development and Infra Clusters |
|
July 8, 2020 |
Credit Suisse Speaker's Corner Series |
|
August 5, 2020 |
Goldman Sachs Investor Relations Forum Webinar Series |
|
August 13, 2020 |
Maybank: Invest ASEAN 2020 |
|
August 19, 2020 |
Nomura Virtual Philippines Corporate Day 2020 |
|
September 11, 2020 |
JP Morgan's Asia Pacific CEO-CFO Conference |
|
September 21, 2020 |
Philstocks "Coffee Time" Stock Talks Live via Zoom |
|
September 22, 2020 |
Macquarie: Ph Auto Industry Expert Call with Autoindustriya.com Founder Bent Co. |
|
September 23-24, 2020 |
BlackRock's Senior Leaders at the Corporate CFO Summit |
September 25, 2020 |
UBS OneASEAN Conference 2020 |
|
November 4, 2020 |
GT Capital Economic Briefing |
|
Winston Andrew L. Peckson |
October 21 & 29 November 5, 2020 |
Pilipinas: Aspire, Rise, Sustain Webinar Series |
November 4, 2020 |
GT Capital Economic Briefing |
|
Joyce B. De Leon |
October 21 & 29 November 5, 2020 |
Pilipinas: Aspire, Rise, Sustain Webinar Series |
November 4, 2020 |
GT Capital Economic Briefing |
|
December 3, 2020 |
S&P CSA 2020 - Methodology Changes Webinar |
|
December 9, 2020 |
Story IQ: Data Storytelling for Business |
|
December 28, 2020 |
S&P CSA 2020 - Discover the value and impact of the CSA - Webinar |
|
Reyna Rose P. Manon-Og |
January 22, 2020 |
Transfer Pricing Masterclass |
June 5, 2020 |
SGV FAAS Covid-19 Accounting Considerations Webinar Series #2 |
|
July 17, 2020 |
Critical Thinking |
|
July 21, 2020 |
Transfer Pricing in Focus |
|
September 3, 2020 |
Asia CEO Forum "Never Let Fear Decide Your Future" |
|
September 15, 2020 |
MAP International CEO Web Conference on "A WHOLE NEW WORLD: Reigniting the Stalled Global Economy |
|
November 4, 2020 |
GT Capital Economic Briefing |
|
Susan E. Cornelio |
January-December 2020 |
UST PhD program |
April 20, 2020 |
Emotional Intelligence |
|
November 4, 2020 |
GT Capital Economic Briefing |
|
Elsie D. Paras |
January 14, 2020 |
FMIC Economic Briefing |
July 8, 2020 |
Department of Finance: Pre-SONA Forum of the Economic Development and Infra Clusters |
|
August 12, 2020 |
FMIC Economic Briefing |
|
September 15, 2020 |
A Whole New World: Reigniting The Stalled Global Economy |
|
November 4, 2020 |
GT Capital Economic Briefing |
|
November 9, 2020 |
Real Estate Investment Trusts SMART Webinar Series |
|
November 25, 2020 |
FMIC Economic Briefing |
|
Leo Paul C. Maagma |
April 21, 2020 |
Leading Through Uncertainty |
October 28, 2020 |
Maximize Design Thinking For You |
|
November 4, 2020 |
GT Capital Economic Briefing |
|
Renee Lynn Miciano-Atienza |
November 4, 2020 |
GT Capital Economic Briefing |
November 19, 2020 |
7th SEC PSE Corporate Governance Forum |
|
Don David C. Asuncion |
November 4, 2020 |
GT Capital Economic Briefing |
Farrah Lyra Q. De Ala |
April 27, 2020 May 18, 2020 |
Operational Management Emotional Intelligence |
June 25 - 26, 2020 |
Strategic Planning |
|
July 29 - 30, 2020 |
Strategic Thinking and Planning |
|
November 4, 2020 |
GT Capital Economic Briefing |
Employee Training
GT Capital employees are encouraged to improve and expand their knowledge base by participating in training programs relevant to their fields of expertise. In 2020, GT Capital employees attended the following training programs:
PROGRAM |
Data Analytics |
Effective Business Communication |
Pilipinas: Aspire, Rise, Sustain Webinar Series |
StoryIQ: Data Storytelling for Business |
Complaints Management |
Valuation in Volatile Times: Challenges presented by Covid-19 |
Philippine Real Estate: Ground Zero or Ground Hero? |
Asia Infra Finance Leadership |
Sustainability in the Age of Covid-19 |
MUFG Annual Economic Briefing |
The Asset Events Plus 15th Philippine Summit Webinar Series: Part 2 - Innovation in the Philippine Capital Markets |
Philippines Daily Inquirer Property Forum |
Microsoft PowerBi Basic to Intermediate Training and PowerBi Advanced Training |
Project Management Fundamentals |
Emotional Intelligence |
Understanding Force Majeure: Assessing Your Legal Position |
The Shift to Digital: E-commerce in the new normal |
Data Privacy Risks for Companies in the Time of Covid |
Corona Virus Disease 2019 Primer |
LRA Citizen's Land Registration Portal (CLRP) |
MaxiLIFE Webinar Series: FLATTENING THE MENTAL HEALTH CURVE IN OUR WORK PLACES |
IT Security Awareness |
Identity and Access Management for Non-IT Auditors |
Risk Summit |
Supervisory Skills Management |
Coaching and Mentoring |
Competency-Based Talent Management |
Training and Development Competency Needs Analysis |
Behavior Event Interviewing (The Competency-Based Interviewing & Selection) |
BIR CAS Accreditation |
Responsible Investment Policy
GT Capital Holdings, Inc. as a steward of capital, is committed to creating long-term stakeholder value, not just to its capital providers, but to the communities and environment in which it operates. GT Capital is committed to contribute to the nation's sustainable development. To this end, and as part of its stewardship duties to all its stakeholders, it shall apply Environmental, Social, and Governance considerations in making its investment decisions.
The purpose of this Responsible Investment Policy is to articulate and institutionalize our Commitments on Responsible Investment Principles that govern our investment decisions by ensuring ESG factors are considered in investment decisions leading to better risk management and ensuring stakeholders of our ability to generate sustainable long-term returns.