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governance - policies

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. 

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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.

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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.

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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.

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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

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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.

 

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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

To promote good health of its employees, GT Capital 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, following its receipt in 2014 from the Department of Labor and Employment of a Certificate of 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 the labor standards and occupational safety and health standards required by law.

Moreover, to better equip employees with basic and necessary skills in case of emergencies, GT Capital, in coordination with the Makati Fire Station and the GT Tower International building administration, conducts annual safety, fire, and earthquake drills as well as seminars on emergency response. The HR and Administration Department also distributed emergency survival bags to each employee for use in the event of an earthquake or similar calamities.

To promote the health, safety, and welfare of GT Capital employees, GT Capital organized activities such as the annual check-up, dental check-up and safety, fire and earthquake drill.

Below are the data relating to participation by employees in various activities arranged for their benefit in 2017:

 

Activity

Dependents

  Annual Executive Check-up

3

  Annual Check-up

17

  Dental Check-up

5

  Safety, fire, and earthquake drill

30

  Emergency grab bags

33

  Human Capital Development Initiatives

28 (average)

  Metrobank Fiesta Fun Run

8

  2017 PSE Bull Run

8


Training and Developmental Programs for Employees

Recognizing the need for continuing education and development of its employees, GT Capital’s HR and Administration Department identifies programs and allocates a budget that allows employees to acquire and enhance technical and behavioral competencies. Both employees and Senior Management are likewise encouraged to attend programs which address any competency gaps and which 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 2017, 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.

February 6-7, 2017

JP Morgan Philippines Conference

 

March 1-2, 2017

UBS CEO/CFO Conference

 

March 25, 2017

Ateneo Business Forum

 

April 11, 2017

Business World Economic Forum

 

April 25-27, 2017

UBS Asean Conference in the USA

 

October 4-6, 2017

6th Annual dbAccess Philippines Comference

 

October 20, 2017

Advanced Corporate Governance Training

 

November 16, 2017

ICD Ayala Corporate Governance Series

Jose B. Crisol, Jr.

January 3-4, 2017

DBS Vickers/First Metro Securities Pulse of Asia Conference

 

January 31,2017

Leechiu Property Consultants Briefing on the Philippine Property Sector

 

February 6-7, 2017

JP Morgan Philippine Conference

 

February 22, 2017

Kapihan: The Art of Storytelling for Business Executives at UA&P

 

February 23, 2017

Maybank ATR Kim Eng Seminar on Tax Reform for Acceleration and Inclusion (TRAIN) Act

 

March 1-2, 2017

UBS CEO/CFO Philippines Forum

 

March 10, 2017

Department of Finance Tax Reform Roadshow

 

March 28, 2017

Ateneo Graduate School of Business Forum-“What are CFOs Talking About in 2017?”

 

April 5, 2017

Papa Securities Investors Forum on Railway Projects

 

July 5, 2017

First Metro Investment Corp. Midyear Economic & Capital Markets Briefing 2017

 

September 15, 2017

Standard Chartered Economic Briefing for GT Capital

 

September 22, 2017

First Metro Securities “First Access” Roundtable Conference 2017

 

October 4-5, 2017

Deutsche Bank dbAccess Conference 2017

 

October 11, 2017

AVCJ Philippines Private Equity Forum 2017

 

November 23, 2017

University of Asia & the Pacific Economic Briefing for GT Capital

Winston Andrew L. Peckson

May 10, 2017

Distinguished Corporate Governance Speaker Series

 

June 27, 2017

Asia CEO Forum

 

September 26, 2017

2017 Corporate Governance Conference: Competing Against Risk

Susan E. Cornelio

 

February 22, 2017

Storytelling for Business – UA&P

 

May 17, 2017

The Next 50 Years of the Philippine Economy and Governance – UA&P

 

August 22-23, 2017

Managing the Millenials

Richel D. Mendoza

August 15-17, 2017

7 Habits of Highly Effective People

 

September 6, 2017

Cyber Security, Training for Quality Assessment, General Membership Meeting

Elsie D. Paras

August 10, 2017

Distinguished Corporate Governance Speaker Series

 

September 7, 2017

Key takeaways from 2nd Energy and Infra Summit

 

October 3-4, 2017

4 Disciplines of Execution

 

October 11, 2017

AVCJ Private Equity & Venture Forum Philippines 2017

 

October 13, 2017

Breaking Barriers to Competitiveness in the ASEAN Financial Sector 49th FINEX Conference 2017

 

October 19, 2017

Annual Seminar on Anti-Money Laundering, Corporate Governance & Data Privacy

Reyna Rose P. Manon-og

April 18-20, 2017

7 Habits of Highly Effective People

 

2017-2018

UA&P Strategic Business Economic Program

 

October 19, 2017

Annual Seminar on Anti-Money Laundering, Corporate Governance & Data Privacy

Renee Lynn Miciano-Atienza

May 11-12, 2017

Best Practices in Corporate Housekeeping

 

August 10, 2017

Distinguished Corporate Governance Speaker Series

 

August 24-25, 2017

Transition to Management

 

October 19, 2017

Annual Seminar on Anti-Money Laundering, Corporate Governance & Data Privacy

 

November 22, 2017

SEC-PSE Corporate Governance Forum

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 2017, GT Capital employees attended the following training programs:

 

PROGRAM

Developing Assertiveness

PFRS Update

7th Diploma Program in Corporate Finance

Compensation Management, Measurement & Analysis

Finance 101 Program

Best Practices in Corporate Housekeeping

11th Foundation Course of Paralegal Training

Leading without the Title

AIM Basic Management Program

Effective Communications for Human Relations

Business and Public Official Guide

Mergers and Acquisition Program

Project Management Essentials

Corporate Governance Conference Against Risk

SEC-PSE Corporate Governance Forum

2017 PSE Annual Disclosure Rules Seminar

Technical Writing Course

President Rodrigo Duterte’s Government PPP

Integrated Cyber Defense Briefing

Content Security Awareness Briefing Force Point Data Leakage Prevention

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