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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.  

Download Manual on Corporate Governance as of May 8, 2019Download

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.

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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.

Download Code of DisciplineDownload

 

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

Download Legal and Compliance Policies and Procedures ManualDownload

 

 

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.

 

Download RPT PolicyDownload

 

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.

 

Download Material Related Party Transactions PolicyDownload

 

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
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