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Corporate Governance Report

2022 Corporate Governance 

GT Capital Holdings, Inc. (“GT Capital” or the “Corporation”, and together with its subsidiaries, the “Group”), embraces healthy corporate governance practices in line with best standards in the Philippines and in the Association of Southeast Asian Nations (“ASEAN”) Region. In pursuit of its goal and in order to contribute to optimal long-term value creation for its stakeholders, GT Capital strives to ensure that considerable effort is devoted in strengthening and improvement of corporate governance to formalize best practices that implement and imbibe the spirit of the principles outlined in the Securities and Exchange Commission’s (“SEC”) Code of Corporate Governance for Publicly-Listed Companies and Integrated Annual Corporate Governance Report, the G20/OECD Principles of Corporate Governance, and the ASEAN Corporate Governance Scorecard.


GT Capital’s efforts and commitment to raise its level of corporate governance have garnered recognition in the investment community, both locally and in the ASEAN region.

 

 

 

As part of its ongoing improvement in corporate governance, GT Capital undertook the following best practices in 2022:

1. Virtual conduct of the 2022 Annual Stockholders’ Meeting (“ASM”) of the Corporation, in compliance with SEC Memorandum Circular No. 6 Series of 2020, with stockholders having the option to vote through proxy or through electronic votingduring the ASM;

2. Virtual conduct of board meetings for the safety of the directors and other participants in view of the pandemic;

3. Re-election of a female director;

4.Articulation of the group’s full commitment to creating a synergistic business portfolio towards sustainable value creation in its corporate vision, mission, and core values.

5.Approval of Responsible Investment Policy, which highlights the stewardship and commitment in creating long-term stakeholder value, not just to its capital providers, but to the communities and environment in which it operates.

6. Accomplishment of the second stakeholder engagement and materiality assessment to maintain the relevance of the material economic, environmental, social and governance topics for all stakeholders.

7. Publication of the 2021 Integrated Sustainability Report, which has been prepared and presented in accordance with various international frameworks: Global Reporting Initiative (“GRI”), Integrated Reporting (“IR”) and Sustainability Accounting Standards Board (“SASB”) which highlights the non-financial performance and its impact towards multiple stakeholders.

8. Conduct of the Thought Leadership Series, a seminar attended by GT Capital directors and representatives from operating companies as part of the firm commitment towards enhancing awareness in political risks, climate change, and the energy sector.

9. Corporate governance training of GT Capital directors and officers through the Thought Leadership Series.

10. Benchmarking ESG performance by engaging with rating agencies for the best practices given the constantly changing stakeholders and investors needs.

 

2022 Compliance            

GT Capital is compliant with the Code of Corporate Governance for Publicly-Listed Companies as well as with all pertinent laws, rules, and regulations imposed in the conduct of its business.

As a PLC, GT Capital acknowledges its duty and responsibility to provide timely and accurate information to the investing public. To this end, GT Capital strictly complies with all reportorial and disclosure requirements imposed by regulatory agencies such as the SEC, the Philippine Stock Exchange (“PSE”), and the Philippine Dealing and Exchange Corporation. GT Capital likewise ensures the posting of all reportorial and disclosure requirements onto GT Capital’s website: www.gtcapital.com.ph.

 

Corporate Governance Policies and Practices

Good corporate governance practices are necessary in all levels of the organization. In order to ensure good corporate governance and to further cultivate and inculcate a culture of compliance within the Corporation, GT Capital established the following policies in support of its corporate governance framework.

Manual on Corporate Governance

GT Capital adopted a Manual on Corporate Governance (the “CG Manual”) to institutionalize the principles of good corporate governance in the entire Corporation. This is in line with the belief of its Board of Directors, Management, employees, and shareholders that corporate governance is a necessary component of what constitutes sound strategic business management. As such, every effort necessary is undertaken to create awareness of the CG Manual within the Corporation and ensure compliance with the same. The charters of the Board committees are attached to the CG Manual, and these are reviewed annually and if necessary, amended to reflect corporate governance best practices adopted by the Corporation.

Code of Ethics 

The Code of Ethics promotes a culture of good governance and serves as a guide to ensure that GT Capital’s directors, officers, and employees adhere to the highest ethical standards in the conduct of its business, keeping in mind GT Capital’s corporate core values of integrity, excellence, respect, entrepreneurial spirit, and commitment to value creation.

The Code of Ethics is implemented through the CG Manual, Whistleblowing Policy, Code of Discipline of Employees, and the Policies and Procedures Manual (“PPM”) of each department. The Whistleblowing Policy and Code of Discipline of Employees were distributed to all directors, officers, and employees, while the PPMs of each department are disseminated to all the employees of such departments. All these documents are also readily available for access of all directors, officers, and employees through the website, by request from the Legal and Compliance Department, and through the Human Resources (“HR”) and Administration Department, and are 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, is tasked with implementing and ensuring compliance with the provisions of the Code of Ethics as well as the policies and codes implementing the Code of Ethics. Its responsibilities include, among others, ensuring that the contents of the Code of Ethics are communicated to all existing and new officers and employees of the Corporation. This is done by providing officers and employees with a copy of GT Capital’s Employee Handbook, which includes the Code of Discipline of Employees, and requiring each officer and employee to acknowledge in writing receipt of the same, and conducting an annual orientation on the Corporation’s policies. Its activities also include investigating reported violations of the Code and, if necessary, imposing the appropriate disciplinary action. In addition, each department is audited by GT Capital’s Internal Audit Department to further verify observance of the relevant policies.

Code of Discipline and Anti-corruption Programs

The Code of Discipline of Employees, which has been distributed to all employees of GT Capital and is available on GT Capital’s website, ensures that employees of GT Capital conduct themselves in a manner befitting their respective positions in the Corporation by espousing the general principles of professionalism, high ethical standards, discipline, integrity, and honesty. It likewise promotes efficient, orderly, and safe conduct of the Corporation’s operations, as well as fairness and uniformity in implementation of any disciplinary action on its employees.

The Corporation’s anti-corruption program is integrated in the Code of Discipline, which considers bribery and offering or accepting anything of value for personal gain in the conduct of official business a serious offense, with a penalty of dismissal.

The HR and Administration Department is responsible for monitoring and implementing the Code of Discipline of Employees. It regularly conducts seminars for its employees, including an onboarding seminar for new employees, tackling the policies and procedures of GT Capital including the Corporation’s Code of Discipline of Employees and Anti-Corruption Program. Since its adoption in 2013, there have been no major violations of the Code of Discipline of Employees.

Whistleblowing Policy

GT Capital’s Whistleblowing Policy was adopted to further strengthen GT Capital’s corporate governance framework and maintain the highest standards of transparency, probity, and accountability, consistent with its stature as a PLC.

The Whistleblowing Policy strictly prohibits fraudulent practices and unethical conduct by any of its board members, officers, and employees. It defines who qualifies as a whistleblower and provides the procedure to be followed by such whistleblower to report in good faith, acts or omissions which he or she reasonably believes violate a law, rule or regulation or constitutes unethical conduct or fraudulent accounting practice.

Whistleblowers are protected by the confidentiality and non-retaliation provisions in the Whistleblowing Policy. The former ensures that the Corporation maintains the anonymity of the whistleblower during the review and investigation process and provides sanctions to be imposed on any party who reveals the identity of whistleblower without his/her consent. The non-retaliation policy prohibits retaliation or reprisal tactics against employee whistleblowers, such as punitive transfers, withholding of professional promotion or training, loss of seniority rights or benefits, among others, and provides that disciplinary action shall be taken against an officer or employee who engages in such conduct.

The Whistleblowing Policy is accessible through the GT Capital website, and is also attached to GT Capital’s CG 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.
 

Policy on Conflicts of Interest

Under GT Capital’s CG Manual, directors must observe the conduct of fair business transactions with the Corporation, ensure that his personal interest does not conflict with the interests of the Corporation, and should not use his position for profit or to gain some benefit or advantage for himself and/or his related interests. GT Capital’s directors should likewise avoid situations that may compromise their impartiality. When actual or potential conflict of interest exists, the conflicted director is required to fully and immediately disclose the same and abstain from participating in the Board discussion of that item on the agenda.

As part of its evaluation of nominees for directorship, the CG Manual provides that the Nominations Committee should consider possible conflicts of interest.

Policies on Insider Trading

Consistent with the Securities Regulation Code and other pertinent laws and issuances, GT Capital’s policies ensure that its directors, officers, and employees keep secure and confidential all material non-public information which they may acquire or learn by reason of their position. To this end, the directors, officers, and employees are prohibited from dealing in GT Capital shares from the time they receive or become aware of material non-public information up to two (2) full trading days after its disclosure to the investing public (the “Blackout Period”). The Corporation considers insider trading as a serious offense and prohibits the continued service of any director, officer, or employee who has been convicted by a court of competent jurisdiction of insider trading. Accordingly, subject to procedures required under the policies of the Corporation, 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, GT Capital requires its directors, officers, and principal stockholders to report to the Corporation all dealings and transactions in GT Capital shares within three (3) business days after the transaction. This ensures that GT Capital complies with PSE’s Revised Disclosure Rules and the Implementing Rules and Regulations of the Securities Regulation Code. 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 2022, 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

The HR and Administration Department’s PPM outlines the procurement policies of GT Capital, which ensures that risk exposure due to unreasonable and exorbitant spending is eliminated.

All purchases require review and approval of the requesting department head and GT Capital’s Chief Financial Officer (“CFO”) before they are processed. Transactions are then assessed in order to determine if there is a need to comply with the policies and procedures prescribed by the Bids and Awards Committee (“BAC”). Purchases not subject to formal bidding process shall undergo the informal bidding process in which at least three (3) bids/quotations shall be obtained from different suppliers. The HR and Administration Department oversees all procurements, while the Accounting and Financial Control Department is responsible for payment processing of all obligations arising from procurements.

The Corporation maintains a list of accredited suppliers for office supplies and equipment which have been pre-screened to provide competitive prices. Contracts involving crucial services are reviewed and approved by the BAC or the Executive Committee for extraordinary service engagements. 

 

Board of Directors and Management

GT Capital’s Board of Directors is primarily responsible for the governance of the Corporation and ensures its compliance with the principles of good governance by providing an independent check on Management. By setting policies for the accomplishment of GT Capital’s corporate objectives, the Board of Directors fosters the long-term success, sustained growth, and competitiveness of the Corporation in a manner consistent with its fiduciary responsibility towards both the Corporation and its stakeholders.

Board Composition

The Nominations Committee annually pre-screens and shortlists all candidates nominated to become a member of the Board of Directors. GT Capital’s stockholders elect annually the Board of Directors from a final list of candidates prepared by the Nominations Committee. The Corporation avails of the Board Director Sourcing Services of the Institute of Corporate Directors when searching for candidates for the Board of Directors. The experience of the members of the Board encompasses a wide range of experience in business, finance, and law, as well as expertise in industries in which GT Capital’s component companies are involved in.

Four (4) members of GT Capital’s Board of Directors are Independent Directors. In addition to having all the qualifications and none of the disqualifications as embodied in relevant SEC regulations and in the By-laws of the Corporation, an Independent Director is a person who, apart from his fees and shareholdings, is independent of management and substantial shareholders, and free from any business or other relationship which could, or could reasonably be perceived to materially interfere with his exercise of independent judgment in carrying out his responsibilities as a director.

GT Capital’s CG Manual provides that no director shall simultaneously hold more than five (5) board seats in PLCs, while an executive director shall not serve on more than two (2) boards of PLCs outside the Group. No director of the Corporation serves on more than five (5) boards of PLCs, and no executive director serves on more than two (2) boards of PLCs outside of the Group.

The roles of the Chairman and the President are separate to ensure an appropriate balance of power, increase accountability, and improve the Board of Directors’ capacity for making decisions separately and independently from Management. Among others, the Chairman ensures that meetings of the Board of Directors are in accordance with the By-laws, listens and addresses governance-related issues that may be raised by non-executive or Independent Directors, and ensures that the Board of Directors exercises strong oversight over the Corporation and its Management. On the other hand, the President, among other responsibilities, plans, develops, and implements the Corporation’s policies and goals, interfaces with the Chairman to revise objectives and plans in accordance with current conditions, and communicates clearly and directly with employees concerning performance expectations, productivity, and accountability.  Mr. Arthur Vy Ty has served as Chairman of GT Capital since his election on May 11, 2016. Mr. Carmelo Maria Luza Bautista has served as President since GT Capital’s listing in April 2012

Duties and Responsibilities of the Board

The duties and responsibilities of the Board of Directors, which meets at least six (6) times during the year, include: implementing a process for the selection of directors who can contribute independent judgment to the formulation of sound corporate strategies and policies;  providing guidelines and insights on major investments and capital expenditures; ensuring the Corporation’s compliance with all relevant laws, regulations and best business practices; establishing and maintaining an Investor Relations Program to keep stockholders apprised of important developments; identifying the stakeholders in the community and formulating a clear policy of communication with them; adopting a system of check and balance with the Board; identifying key risks and performance indicators and monitoring the same; formulating and implementing policies and procedures that would ensure the integrity and transparency of related party transactions; establishing and maintaining an alternative dispute resolution system in GT Capital; constituting committees it deems necessary to assist it in the performance of its functions; and performing such other duties and responsibilities as may be required under the relevant rules and regulations.

Board Attendance

To ensure attendance of directors, the dates of the five (5) regular Board meetings of GT Capital are set before the beginning of the calendar year to coincide with the Annual Stockholders’ Meeting (“ASM”) on the second Wednesday of May and with the financial reports and disclosures during the year (March, May, July, November, and December). The quorum requirement for instances when important matters are to be discussed on agenda, such as issues that will have a significant impact on the character of the Corporation, is two thirds (2/3) of all the directors. However, the Board Secretariat endeavors to ensure the attendance of at least two thirds (2/3) of all the directors for each meeting, regardless of the agenda. For the year 2022, the Board met five (5) times, and the attendance of each director is provided below:

 

Name and Position

No. of Meetings Attended

  Francisco C. Sebastian

  Chairman

5/5 (100%)

  Alfred Vy Ty

  Vice Chairman

5/5 (100%)

  Carmelo Maria Luza Bautista

  President and Director

5/5 (100%)

  Renato C. Valencia

  Lead Independent Director

5/5 (100%)

  Rene J. Buenaventura

  Independent Director

4/5 (80%)

  Consuelo D. Garcia

  Independent Director

5/5 (100%)

  Gil B. Genio*

  Independent Director

4/4 (100%)

  Arthur Vy Ty

  Director

5/5 (100%)

  David T. Go

  Director

5/5 (100%)

  Pascual M. Garcia III

  Director

5/5 (100%)

  Regis V. Puno

  Director

5/5 (100%)

                                      *Elected on May 11, 2022
 
 

Director, Board, and Committee Self-Assessment

The Board, Committee, and Individual Director’s Self-Assessment forms were adopted as a tool for the Corporation to evaluate the performance of its Board, Committees, and individual directors and to assess the efficiency of its processes. These enable the Board of Directors and Management to identify areas for improvement and determine the value and contribution of the Board of Directors and each director towards the growth and improvement of the Corporation.

The Self-Assessment forms are distributed to the members of the Board and tabulated by the Board Secretariat so that results may be reported to and acted upon by the Board of Directors, Management, and/or appropriate committee, as necessary.


The criteria for the Self-Assessment of the Board, the Committees, and individual directors are as follows:

 

Board Self-Assessment Criteria
• Structure and Composition
• Roles and Accountability
• Board Process
• Board Dynamics
Director Self-Assessment Criteria
• Director Roles & Responsibilities
• Vision, Goals and Strategies
• Continuous education, development and improvement
• Board Meetings
• Participation and Overall Performance
Committee Self-Assessment Criteria
• Charter
• Composition and Quality
• Meetings
• Duties and Responsibilities
• Working relationship with  executives

Questions may be answered on a scale ranging from “strongly disagree” to “strongly agree”, and qualitative questions are asked to solicit comments and suggestions on recommended areas of focus and on how to improve the Corporation’s performance.

For the second part of the assessment process, ICD interviews select directors of the Corporation to enable ICD to ask additional questions in relation to the directors’ answers to the Selfassessment forms.

Performance Assessment of President by the Board

The President’s Assessment questionnaire is a tool used to evaluate the performance of the President of GT Capital and to identify areas of improvement. It is distributed to the Board of Directors and the results are provided to the President. The Questionnaire is divided into the following sub-sections: leadership, strategy formulation, strategy execution, financial planning/performance, relationship with the Board of Directors, personal qualities, transparency/effective communication, and integrity. The Board of Directors rated the President on a scale of one (1) as the lowest to five (5) as the highest. The questionnaire also includes a portion on the President’s development needs where the directors can identify the President’s strengths and suggest key result areas and personal development for the coming year.

Board Committees

The Board of Directors exercises authority over specific aspects of GT Capital’s business through its committees, which aids in complying with the principles of good corporate governance. Each committee is governed by its own charter, which serves as a guide on its composition, frequency of meetings, and exercise of its powers, duties and responsibilities. The latest version of each committee charter may be downloaded from the GT Capital website.

Executive Committee

GT Capital’s Executive Committee exercises powers and authority of the Board when the Board is not in session, or when it is impractical for the Board of Directors to meet. The Executive Committee reports all its actions to the Board of Directors, which may revise or alter the same, provided that no rights or acts of third parties are prejudiced. The Executive Committee also guides Management in the evaluation of the acts or courses of action to be taken prior to its endorsement to the Board of Directors, if required under the CG Manual and By-laws of GT Capital.

 

Member

Position Held in Committee

Meetings Attended

  Francisco C. Sebastian

Chairman (Non-executive Director)

23/24

  Alfred Vy Ty

Vice-Chairman (Non-executive Director)

21/24

  Arthur Vy Ty

Member (Non-executive Director)

23/24

  Carmelo Maria Luza Bautista

Member (Executive Director)

24/24

  Mary Vy Ty

Adviser (Non-executive)

23/24

  Solomon S. Cua

Adviser (Non-executive)

24/24

                              

Compensation Committee

The Compensation Committee is tasked to implement formal and transparent policies and procedures to ensure that compensation of directors and key officers of GT Capital is consistent with the Corporation’s culture, strategy, long-term interests, and the business environment in which it operates.

 

Member

Position Held in Committee

Meetings Attended

  Renato C. Valencia

Chairman (Lead Independent Director)

1/1

  Rene J. Buenaventura

Member (Independent Director)

1/1

  Alfred Vy Ty

Member (Director)

1/

Nominations Committee

The Nominations Committee defines and assesses Board membership criteria and identifies and develops highly-qualified individuals to take on key Board and Board Committee positions when vacancies occur. The Nominations Committee pre-screens and shortlists candidates nominated to become a member of the Board of Directors of GT Capital and other positions requiring the Board of Directors’ appointment. It ensures that all nominees possess all of the qualifications and none of the disqualifications provided under existing laws, rules, and regulations, and promotes the Corporation’s policy on diversity, such that no discrimination is made based on gender, age, ethnicity, nationality or background, whether social, cultural, political or religious.

The Nominations Committee considers the Corporation’s vision, mission, corporate objectives, and strategic direction as well as gaps in the skills and competencies of the currently serving directors. In determining whether there are gaps, the Nominations Committee also considers the sectors that GT Capital and its component companies are in. The Nominations Committee has the option to use an external search agency or external databases in identifying qualified candidates to the Board of Directors.

All members of the Nominations Committee are Independent Directors.

 

Member

Position Held in Committee

Meetings Attended

  Renato C. Valencia

Chairman (Lead Independent Director)

3/3

  Gil B. Genio*

Member (Independent Director)

1/1

  Rene J. Buenaventura

Member (Independent Director)

3/3

  Carmelo Maria Luza Bautista

Adviser (Executive Director)

3/3

                                                         *Elected May 11, 2022

 

Audit Committee

The Audit Committee exercises oversight responsibility over the financial reporting process, system of internal control, audit process, and the monitoring of compliance with applicable laws, rules, and regulations. It oversees the Corporation’s external and internal auditors and reviews the audit and non-audit fees paid to external auditors.

 

Statement of the Audit and Risk Oversight Committees on Adequacy of GT Capital’s Internal Controls and Risk Management System

In compliance with GT Capital’s Manual on Corporate Governance and PSE’s Corporate Governance Guidelines for publicly listed companies, the Audit Committee and the Risk Oversight Committee jointly certify, on behalf of the Board of Directors, the adequacy and effectiveness of the Corporation’s internal controls and risk management system, and hereby attest that the Parent Corporation’s governance, risk management, and control processes are adequately designed and operating effectively relative to its business objectives.

Mr. Gil B. Genio
Chairman, Audit Committee

Mr. Rene J. Buenaventura
Chairman, Risk Oversight Committee


Member

Position Held in Committee

Meetings Attended

  Gil B. Genio*

Chairman (Independent Director)

2/2

  Renato C. Valencia

Member (Lead Independent Director)

4/4

  Rene J. Buenaventura

Member (Independent Director)

4/4

  Regis V. Puno

Member (Non-executive Director)

4/4

                                                          *Elected on May 11, 2022

At least one (1) independent director of the Audit Committee has accounting expertise. Mr. Rene J. Buenaventura is certified public accountant.

Risk Oversight Committee

The Risk Oversight Committee is responsible for ensuring the creation and implementation of a robust and effective system of identifying, assessing, monitoring, and managing all material and relevant risks to the Corporation and its shareholders. GT Capital’s Risk Oversight Committee is also responsible for institutionalizing and overseeing the Corporation’s risk management program and for monitoring the risk management policies and procedures of GT Capital’s subsidiaries in relation to its own. Its powers, duties, and responsibilities include, among others, identifying, assessing, and prioritizing business risks, developing risk management strategies, overseeing the implementation as well as reviewing and revising GT Capital’s Risk Management Plan, recommending to the Board of Directors policies and guidelines to address unforeseen risks, and creating and promoting a risk culture that requires the highest standards of ethical behavior among all personnel.

 

Member

Position Held in Committee

Meetings Attended

  Rene J. Buenaventura

Chairman (Independent Director)

4/4

  Renato C. Valencia

Member (Lead Independent Director)

4/4

  Gil B. Genio*

Member (Independent Director)

3/3

  David T. Go

Member (Non-executive Director)

4/4

  Consuelo D. Garcia

Member (Independent Director)

4/4

                                                           *Elected on May 11. 2022

Corporate Governance and Related Party Transactions Committee

The Corporate Governance and Related Party Transactions Committee was created as a board-level committee in order to aid the Board of Directors in its primary responsibility for good corporate governance. It is tasked with ensuring the Board of Directors’ effective and due observance of corporate governance principles and guidelines. The Corporate Governance and Related Party Transactions Committee is also responsible for passing upon and providing clearance for transactions with related parties which involve disbursements of funds exceeding the amount provided in the Corporate Governance and Related Party Transactions Committee Charter. In all cases, the Corporate Governance and Related Party Transactions Committee shall make its decision taking into consideration the best interest of the Corporation and its shareholders.

The policies which guide the Corporate Governance and Related Party Transactions Committee are found in the Corporate Governance and Related Party Transactions Committee Charter.

One of the policies outlined in the Corporate Governance and Related Party Transactions Committee Charter is the Corporation’s policy prohibiting loans to directors except when the following conditions are present: (a) Management has, based on the judgment of the Board of Directors, sufficiently justified the loan or assistance to the related party; (b) the loan or assistance shall be provided on arm’s length basis; and (c) the terms and conditions of the loan do not deviate substantially from market terms and conditions and do not jeopardize the best interest of the Corporation.

 

Member

Position Held in Committee

Meetings Attended

  Renato C. Valencia

Chairman (Lead Independent Director)

3/3

  Gil B. Genio*

Member (Independent Director)

2/2

  Rene J. Buenaventura

Member (Independent Director)

3/3

  Anjanette Ty Dy Buncio

Adviser

3/3

                                                            *Elected on May 11, 2022

In 2022, all related party transactions were conducted fairly and at an arm’s length basis. Further discussion on the related party transactions of the Corporation can be found under Note 27 of the Corporation’s Audited Financial Statements.

Board and Committee Support

GT Capital’s Corporate Secretary, Atty. Antonio V. Viray, has extensive experience in legal and company secretarial practices, and, together with Assistant Corporate Secretaries, Ms. Jocelyn Y. Kho and Atty. Ma. Sofia A. Lopez, plays a significant role in supporting the Board by ensuring the efficient flow of information among the Board of Directors, Management, stockholders, and stakeholders. They ensure that directors have reasonable access to any information they might need to deliberate on all matters on the Board of Directors’ agenda and receive the requisite board materials at least five (5) business days before all scheduled meetings of the Board of Directors.

By keeping abreast with relevant laws, rules and regulations, and industry developments necessary for the performance of their duties and responsibilities, they effectively advise the Board of Directors on significant issues as they arise. In monitoring regulatory compliance, they may take appropriate corrective measures to address all regulatory issues and concerns.

Director and Executive Compensation

GT Capital’s Compensation Committee is tasked with ensuring that competitive remuneration is offered to attract and retain the services of qualified and competent directors and officers. Annual compensation of directors and corporate officers of the Board of Directors are determined prior to the start of their term. The HR and Administration Department implements policies on compensation and benefits of employees found in its PPM, which sets forth benefits offered by the Corporation as well as the employees entitled to such benefits.


In 2022, GT Capital directors received aggregate remuneration as follows:

 

Remuneration Item

Executive Directors

Non-Executive Directors (other than independent directors)

Independent Directors

Per diem Allowance

Php 1.50 million

Php 11.43 million

Php 6.00 million

Bonuses

Php 0.85 million

Php 5.70 million

Php 3.40 million

Transportation Allowance

-

Php 0.54 million

Php 1.23 million

Remuneration of directors (including Independent and Non-Executive Directors) consists of per diem and transportation allowances as well as a year-end bonus which is not dependent on performance. Directors do not receive any remuneration in the nature of options or performance shares.

The aggregate remuneration paid to the five most highly compensated members of GT Capital’s Senior Management in 2022 is as follows:

 

Remuneration Item

Independent Directors

(a) Salary

PhP 66.01 million

   (b) Bonuses

PhP 17.01 million

Total

PhP 78.02 million

Orientation and Continuing Education Initiatives for Directors

The Corporation’s CG Manual requires incumbent and newly-elected directors to attend a seminar on corporate governance. New directors of GT Capital are also oriented regarding GT Capital’s core businesses in order to provide the director with a better understanding of the Group. A budget is also in place for continuous professional education of all directors to ensure the continuous effective performance of their functions and to keep them updated on relevant and latest developments. In 2022, directors of the Corporation attended the following programs on corporate governance:

 

Name of Director/Officer

Training Title

Training Provider

Date of Training

  Francisco C. Sebastian

Annual Corporate Governance Training

Institute of Corporate Directors

August 31, 2022

  Alfred Vy Ty

Annual Corporate Governance Training

Institute of Corporate Directors

August 31, 2022

Arthur Vy Ty

Annual Corporate Governance Training

Institute of Corporate Directors

August 31, 2022

  Carmelo Maria Luza Bautista

Annual Corporate Governance Training

Institute of Corporate Directors

August 31, 2022

Renato C. Valencia

Annual Corporate Governance Training

Institute of Corporate Directors

August 31, 2022

Rene J. Buenaventura

Annual Corporate Governance Training

Institute of Corporate Directors

August 31, 2022

Consuelo D. Garcia Annual Corporate Governance Training Institute of Corporate Directors August 31, 2022
David T. Go Annual Corporate Governance Training Institute of Corporate Directors August 31, 2022
Pascual M. Garcia III Annual Corporate Governance Training Institute of Corporate Directors August 31, 2022
Gil B. Genio Annual Corporate Governance Training Institute of Corporate Directors August 31, 2022

Anti-Money Laundering Act
Compliance in the Age of the Digital World

Institute of Corporate Directors October 12, 2022

 

Audit and Accounting

Internal Audit

The Internal Audit function of GT Capital is under the responsibility of its Chief Audit Executive (the “CAE”), Mr. Leo Paul C. Maagma. Prior to the start of the year, a risk-based audit plan is prepared, which is then approved by the Audit Committee. Progress of the plan as well as significant audit findings are reported quarterly to the Audit Committee and Board of Directors.

The CAE ensures that risk-based audit plans are prepared at the component company level.  Progress of these plans and significant audit findings meeting the Group’s escalation criteria are reported by each component company’s Internal Audit Head to the CAE on a quarterly basis.  These reports are consolidated and reported to GT Capital’s Management, Audit Committee, and Board of Directors.

As mandated by the Internal Audit Charter, to maintain the independence of the internal audit process, the CAE functionally reports to the Audit Committee and administratively to the President. The Audit Committee is thus responsible for the appointment, performance evaluation, and removal of the CAE.

Independent Public Accountants

SGV & Co. was GT Capital’s external auditor for the calendar year 2022. GT Capital is compliant with SRC Rule 68, Paragraph 3 (b) (ix) (Rotation of External Auditors), which states that the independent auditors, or in the case of an audit firm, the signing partner, shall be rotated after every five (5) years of engagement, with a two year cooling off period to be observed in the re-engagement of the same signing partner or individual auditor. The following SGV & Co. partners were engaged by GT Capital since its listing in 2012.
 

Year

SGV partner engaged

2012

Aris C. Malantic

2013-2017

Vicky Lee Salas

2018-2019

Miguel U. Ballelos, Jr.

2020-2021

Vicky Lee Salas

2022

Miguel U. Ballelos, Jr.

 

The following table sets out the aggregate fees for audit and audit-related services rendered by SGV & Co. to GT Capital, inclusive of out-ofpocket expenses and value-added-tax for each of the years ended December 31, 2021 and 2022:

 

 

2021

2022

Audit and Audit-Related Services 

2.61

2.46

Non-Audit Services 

0.40

4.99

Total 

3.01

7.45

 

Audit services rendered include the audit of the financial statements and supplementary schedules for submission to SEC, and review of annual income tax returns. Non-audit services were also provided by SGV & Co. for validation of stockholders’ votes during the ASM.

The Audit Committee has the primary responsibility of recommending to the Board of Directors the appointment, re-appointment or removal of the external auditor, and the fixing of the audit fees. The Board of Directors and stockholders approve the Audit Committee’s recommendation.

Appointment of Independent Party

For the year 2022, GT Capital was not involved in any mergers, acquisitions and/or takeovers which required stockholders’ approval. As such, it was not necessary to appoint an independent party to evaluate the fairness of any transaction price in relation to such mergers, acquisitions, and/or takeovers requiring stockholders’ approval.

Financial Reporting

GT Capital’s financial statements comply with Philippine Accounting Standards and Philippine Financial Reporting Standards and are submitted and disclosed in compliance with the applicable laws, rules and regulations. GT Capital did not revise its financial statements in 2022.

 

Ownership Structure

Stockholders holding more than 5% of outstanding shares

As of December 31, 2022, the following are the owners of GT Capital’s common stock in excess of five percent (5%) of its total outstanding shares:

Record Owner

No. of Shares Held

Percentage ( % )

Grand Titan Capital Holdings, Inc.

120,413,658

55.932%

PCD Nominee Corp. (Non-Filipino)

58,942,009

27.378 %

PCD Nominee Corp. (Filipino)

34,925,404

16.222%

No director or officer has shareholdings in GT Capital amounting to five percent (5%) or more of its outstanding capital stock and there are no cross or pyramid shareholdings.

Direct and Indirect Shareholdings of Major Shareholder, Directors and Senior Officers

As of December 31, 2022, the following are the owners of GT Capital’s common stock in excess of five percent (5%) of its total outstanding shares:

 

Name

Nature of

Relationship

to GT Capital

Number of Shares Directly Owned

(As of

January  1, 2022)

Number of Shares Indirectly Owned

(As of

January 1, 2022)

Number of Shares Directly Owned

(As of

December 31, 2022)

Number of Shares Indirectly Owned

(As of

December 31, 2022)

Grand Titan Capital Holdings, Inc.

Principal Shareholder

120,413,658

(55.932%)

0

(0.0000%)

120,413,658

(55.932)

0

(0.0000%)

Francisco C. Sebastian

Chairman

112

(0.0%)

143,802

 (0.067%)

112

(0.0%)

173,802

(0.081%)

Alfred V. Ty

Vice Chairman

111,780

(0.052%)

13,149

 (0.006%)

111,780

(0.052%)

25,299

(0.012%)

Carmelo Maria Luza Bautista

President and Executive Director

1,118

(0.0005%)

13,413

(0.006%)

1,118

(0.0005%)

26,103

(0.012%)

Arthur Vy Ty

Director

111,780

(0.052%)

13,149

 (0.006%)

111,780

(0.052%)

13,149

 (0.006%)

Renato C. Valencia

Lead Independent Director

218

(0.0%)

0

(0.0%)

218

(0.0%)

0

(0.0%)

Rene J. Buenaventura

Independent Director

112

(0.0%)

0

(0.0%)

112

(0.0%)

0

(0.0%)

Consuelo D. Garcia

Independent Director

0

(0.0%)

1,000

(0.0004%)

0

(0.0%)

1,000

(0.0004%)

Gil Be Genio

Independent Director

0

(0.0%)

8,000

(0.0038%)

0

(0.0%)

9,810

(0.0045%)

David T. Go

Director

112

(0.0%)

0

(0.0%)

112

(0.0%)

0

(0.0%)

Regis V. Puno

Director

112

(0.0%)

2,000

(0.0009%)

112

(0.0)

2,000

(0.0009%)

Pascual M. Garcia III

Director

112

(0.0%)

 

0

(0.0%)

 

112

(0.0%)

 

0

(0.0%)

 

Anjanetter T. Dy Buncio

Treasurer

0

(0.0%)

132,144

(0.061%)

0

(0.0%)

176,856

(0.082%)

Alesandra T. Ty

Assistant Treasurer

0

(0.0%)

21,794

(0.0101%)

0

(0.0%)

21,794

(0.0101%)

Antonio V. Viray

Corporate Secretary

0

(0.0%)

0

(0.0%)

0

(0.0%)

0

(0.0%)

Jocelyn Y. Kho

Assistant Corporate Secretary

0

(0.0%)

6,080

(0.003%)

0

(0.0%)

14,080

(0.007%)

Maria Sofia A. Lopez

Assistant Corporate Secretary

0

(0.0%)

0

(0.0%)

0

(0.0%)

0

(0.0%)

Francisco H. Suarez, Jr.

Executive Vice President and Chief Financial Officer

0

(0.0%)

5,589

(0.003%)

0

(0.0%)

5,589

(0.003%)

Vicente Jose S. Socco

Executive Vice President

0

(0.0%)

0

(0.0%)

0

(0.0%)

0

(0.0%)

Jose B. Crisol, Jr.

Senior Vice President and Head,
Investor Relations and Corporate Communication

0

(0.0%)

0

(0.0%)

0

(0.0%)

0

(0.0%)

 

Reyna Rose P. Manon-Og

 

First Vice President, Controller/Head Accounting & Financial Controll

 

0

(0.0%)

 

 

524

(0.0%)

 

 0

(0.0%)

 824

(0.0%)

Joyce B. De Leon

First Vice President and Chief Risk Officer

 

0

(0.0%)

 

0

(0.0%)

 

0

(0.0%)

 

0

(0.0%)

 

Stephen John S. Comia

 

First Vice President and Head of Property Management  

0

(0.0%)

 

 

450

(0.0%)

 

0

(0.0%)
 1,140
(0.0%)
 

Leo Paul C. Maagma

Vice President and Chief Audit
Executive
 

0

(0.0%)

 

0

(0.0%)

 

0

(0.0%)

 

0

(0.0%)

 Susan E. Cornelio Vice President and Head, Human
Resources and Administration
 

0

(0.0%)

 

0

(0.0%)

 

0

(0.0%)

 

0

(0.0%)

 Renee Lynn Miciano-Atienza Vice President and Head, Legal & Compliance Department  

0

(0.0%)

 

50

(0.0%)

 

0

(0.0%)

 

50

(0.0%)

Don David C. Asuncion

 

Vice President

0

(0.0%)

0

(0.0%)

0

(0.0%)

0

(0.0%)

Farrah Lyra Q. De Ala

Assistant Vice President

0

(0.0%)

 

509

(0.0%)

 

0

(0.0%)

 

509

(0.0%)

Rachel Anne R. De Leon

Assistant Vice President

0

(0.0%)

 

47

(0.0%)

 

0

(0.0%)

 

47

(0.0%)

Stakeholder Relations

Employee Relations

GT Capital continues to develop a culture of excellence and professionalism and recognizes that the efforts and contributions of all employees are part of the over-all success of the Corporation. Policies on employee health, safety, welfare, discipline, and training are stated in the Employee Handbook, which is provided to all employees of GT Capital upon hiring.

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 2022:

 

Activity

Employees

  Emergency grab bags

56

  Covid-19 Booster Shots

50

  Christmas Party

56

  Pneumo Vaccination

23

  Mooncake Festival

55

  Halloween Party

56

  Shuttle Arrangement

23


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 2022, 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 11, 2022

Macquarie Owners Access Day

 

January 20, 2022

Maybank Philippine Corporate Days:
Invest ASEAN 2022

 

February 9, 2022 

Colliers Philippines Webinar Q4 2021 Property
Market Briefing

 

February 10, 2022

Outlook and Opportunities in the New Year ARC
c/o BPI

 

February 11, 2022

Mental Health Responder Training Program

 

February 22, 2022

MUFG Conference: Oil is on course to hit USD 100+

 

February 24, 2022 

Russa - Ukraine: A Brief Assessment of the
Current Crisis

 

February 28, 2022 

Metrobank Full Year 2021 Earnings Call

 

March 4, 2022 

Nomura ASEAN Virtual Conference

 

March 29, 2022 

GT Capital Full Year 2021 Financial and Operating
Results Briefing

 

April 20, 2022 

GT Capital 10th Listing Anniversary

 

April 25, 2022 

GT Capital Political Briefing

 

May 11, 2022 

GT Capital 2022 Annual Stockholder's Meeting

 

May 12, 2022 

Metrobank Q1 Financial Results Briefing

 

May 17, 2022 

GT Capital Q1 Financial and
Operating Results Briefing

 

June 6, 2022 

Nomura Investment Forum Asia 2022

 

June 9, 2022 

UBS OneASEAN Virtual Conference 2022

 

June 23, 2022 

Institutional Roundtable discussion with BPI clients

 

June 29, 2022 

Peer Conglo Data Analytics with Mr Gil Genio

 

July 13, 2022 

GT Academy: TMP Disaster Risk Management Talk

 

July 13, 2022 

First Metro 2022 Midyear Economic and Capital
Markets Briefing

 

July 19, 2022 

First Metro Sec/DBS institutional Virtual Roadshow

 

July 26, 2022 

Climate Change Briefing by UPLB Prof John Pulhin

 

July 28, 2022 

First Metro Sec/DBS Retail Virtual Roadshow

 

August 2, 2022 

Maybank Philippine Corporate Days:
Invest ASEAN 2022

 

August 3, 2022 

Metrobank 2Q 2022 Earnings Call

 

August 16, 2022 

GT Capital 1H 2022 Financial and
Operating Results Briefing

 

August 23, 2022 

Macquarie ASEAN Conference

 

August 31, 2022 

2022 GT Capital In-house Corporate
Governance Seminar

 

September 9, 2022 

Summit 2022: Outlook on FX rates, and the economy
c/o SMBC

 

September 13, 2022 

CLSA Flagship Investors Forum 2022

 

September 26, 2022 

Fitch Solutions - Global Macroeconomic Update
Q4 2022

 

September 29, 2022 

Inside ASEAN: The Philippines

 

October 21, 2022 

GT Digitalization Roundtable

 

November 3, 2022 

GT Capital Economic Briefing 2022

 

November 7, 2022 

Metrobank 3Q 2022 Earnings Call

 

November 11, 2022 

Financial Markets Outlook Briefing with
Ferdinand A. Tansingco

 

November 14, 2022 

GT Capital January to September 2022 Financial and
Operating Results Briefing

 

November 14, 2022 

UBS CEO/CFO Forum

 

November 15, 2022 

UBS CEO/CFO Forum

 

November 21-22, 2022 

Jefferies & Regies Partners Philippines Conference

 

November 25, 2022 

GT Capital MANCOM Pre-planning Session 2022

 

December 1, 2022 

2021 ACGS ASEAN Virtual Awards

 

December 2, 2022 

GT Capital Strategic Planning Plenary

 Vicente Jose S. Socco

November 3, 2022 

GT Capital Economic Briefing 2022

 

November 25, 2022 

GT Capital MANCOM Pre-Planning Session 2022

 

December 2, 2022 

GT Capital Strategic Planning Plenary

Jose B. Crisol, Jr.

January 11, 2022 

Macquarie Owners Access Day

 

January 20, 2022 

Maybank Philippine Corporate Days:
Invest ASEAN 2022

 

January 27-28, 2022 

JP Morgan Philippine Conference 2022

 

February 28, 2022 

Metrobank Full Year 2021 Earnings Call

 

March 4, 2022 

Nomura ASEAN Virtual Conference

 

March 29, 2022 

GT Capital Full Year 2021 Financial and
Operating Results Briefing

 

April 20, 2022 

GT Capital 10th Listing Anniversary

 

April 25, 2022 

GT Capital Political Briefing

 

May 11, 2022 

GT Capital 2022 Annual Stockholder's Meeting

 

May 12, 2022 

Metrobank Q1 Financial Results Briefing

 

May 17, 2022 

GT Capital Q1 Financial and
Operating Results Briefing

 

June 6, 2022 

Nomura Investment Forum Asia 2022

 

June 9, 2022 

UBS OneASEAN Virtual Conference 2022

 

June 23, 2022 

Institutional Roundtable discussion with BPI clients

 

June 29, 2022 

Peer Conglo Data Analytics with Mr Gil Genio

 

July 13, 2022 

GT Academy: TMP Disaster Risk Management Talk

 

July 13, 2022 

First Metro Midyear Economic & Capital
Markets Briefing

 

July 19, 2022 

First Metro Sec/DBS institutional Virtual Road

 

July 26, 2022 

Climate Change Briefing by UPLB Prof John Pulhin

 

July 28, 2022 

First Metro Sec/DBS Retail Virtual Roadshow

 

August 2, 2022 

Maybank Philippine Corporate Days:
Invest ASEAN 2022

 

August 3, 2022 

Metrobank 2Q 2022 Earnings Call

 

Aug 10-20, 2022 

Financial Markets and Corporate Finance (Ateneo)

 

August 16, 2022 

GT Capital 1H 2022 Financial and
Operating Results Briefing

 

August 23, 2022 

Macquarie ASEAN Conference

 

August 31, 2022 

2022 GT Capital In-house Corporate
Governance Seminar

 

September 5, 2022 

2022 Metrobank Foundation Outstanding Filipinos

 

September 29, 2022 

Inside ASEAN: The Philippines

 

October 21, 2022 

GT Digitalization Roundtable

 

 

 

 

November 3, 2022 

GT Capital Economic Briefing 2022

November 7, 2022 

Metrobank 3Q 2022 Earnings Call

November 11, 2022 

Financial Markets Outlook Briefing with
Ferdinand A. Tansingco

November 14, 2022 

GT Capital January to September 2022 Financial and
Operating Results Briefing

 

November 14, 2022 

UBS CEO/CFO Forum

 

November 15, 2022 

UBS CEO/CFO Forum

  November 21-22, 2022  Jefferies & Regies Partners Philippines Conference
  November 25, 2022  GT Capital MANCOM Pre-planning Session 2022
  December 1, 2022  2021 ACGS ASEAN Virtual Awar
  December 2, 2022  GT Capital Strategic Planning Plenary
Stephen John S. Comia November 3, 2022  GT Capital Economic Briefing 2022
  November 25, 2022  GT Capital MANCOM Pre-Planning Session 2022
  December 2, 2022  GT Capital Strategic Planning Plenary
Winston Andrew L. Peckson February 28, 2022 Metrobank Full Year 2021 Earnings Call
  May 12, 2022  Metrobank Q1 Financial Results Briefing
  June 24, 2022  Distinguished Corporate Governance Speaker Series
(DCGSS) with Azeus Convene
  July 13, 2022  First Metro 2022 Midyear Economic and Capital
Markets Briefing
  July 29, 2022  Masterclass Session 1 - Managing Finances in the
Digital Age: FINTECH
  August 3, 2022  Metrobank 2Q 2022 Earnings Call
  August 4, 2022  Technology Governance for Directors
  August 5, 2022  Technology Governance for Directors
  August 31, 2022  Exclusive Hybrid: Advanced Corporate Governance
Training for GT Capital Group
  September 30, 2022  Special Webinar Course: ARMSCOR Road to
Industry 4.0
  November 7, 2022 Metrobank 3Q 2022 Earnings Call
  November 11, 2022  Distinguished Corporate Governance Speaker Series
(DCGSS): Pilipinas, Aspire, Rise and Sustain Ep1
  November 22, 2022  Anti-Money Laundering Act Compliance in the Age of
the Digital World
  November 25, 2022  Distinguished Corporate Governance Speaker Series
(DCGSS): Pilipinas, Aspire, Rise and Sustain Ep3
Joyce B. De Leon January 11, 2022  FMIC Annual Economic and Capital Markets
Briefing 2022
  January 21, 2022  Mental Health First Aid
  January 28, 2022  Supportive Communication Skills
  February 3, 2022  PSE - TCFD 101 Session
  February 4, 2022  Communicating with People in Crisis Psychological
First Aid Part 1
  February 11, 2022  Psychological First Aid Part 2
  February 16, 2022  PSE - TCFD 102 Session
  February 18, 2022  Psychological First Aid Part 3
  April 25, 2022  GT Capital Political Briefing
  April 28, 2022  IFRS Webinar on the ISSBs exposure drafts -
Session A
  May 5, 2022  S&P Global Weather Warning: Assessing Countries
Vulnerability to Economy
  May 11, 2022  ANYARE: Post Election Analysis - National Forum on
Communication
  May 25-26, 2022  Business World's 2022 Virtual Economic Forum
  June 14, 2022  ICD | Masterclass
  July 5, 2022  EY Asean Sustainability Summit 2022:
Sustainability Realized
  July 13, 2022  GT Capital Disaster Risk Management Talk by TMP
  July 13, 2022  First Metro 2022 Midyear Economic and Capital
Markets Brie
  July 13, 2022  ARISE Philippines: Resilience Reporting Tool
Webinar/Workshop
  July 26, 2022  Climate Change Briefing by UPLB Prof John Pulhin
  August 4, 2022  ICD Technology Governance
  August 24, 2022  FINEX: The Way Forward: Key Trends Shaping the
Future of Payments
  August 31, 2022  2022 GT Capital In-house Corporate
Governance Seminar
  September 5, 2022  PH Roadshow: Learning Session with the Energy
Regulatory Commission
  September 11, 2022  PH Roadshow: Learning Session with the Energy
Regulatory Commission
  September 12, 2022  Diligent's Modern Governance 100 Summit
  September 21, 2022  Climate Action Taker - What is good target design
and how do countries
  September 27, 2022 F orecasts and Prospects: Lesson Learned in 2022
by CreditSights
  November 3, 2022  GT Capital Economic Briefing 2022
  November 4, 2022  MVP Group Sustainability Summit 2022
  November 18, 2022  GRI Universal Standards Webinar by MVP Group
Sustainability Council
  November 18, 2022  ICD Pilipinas: Aspire, Rise, Sustain Series Episode 2
  November 22, 2022  Climate Investment Forum 2021
  November 23, 2022  Energy Sector Briefing -
GT Thought Leadership Series
  November 24, 2022  Business World Virtual Economic Forum 2021:
Recovery Roadmap PH
  November 25, 2022  GT Capital MANCOM Pre-Planning Session 2022
  November 25, 2022  ICD Pilipinas: Aspire, Rise, Sustain Series Episode 3
  November 28, 2022  SMIC & WWF Philippines: United for Climate -
Sustainability Forum PH
  December 2, 2022  GT Capital Strategic Planning Plenary
Reyna Rose P. Manon-Og March 4, 2022  Echo Session 2: Application of Improv Principles to
Work Environment
  November 25, 2022  GT Capital MANCOM Pre-Planning Session 2022
  December 2, 2022  GT Capital Strategic Planning Plenary
 Susan E. Cornelio  January - May 2022   Labor Management Relations - UST
   January - May 2022   Counselling and Coaching for Change - UST
   January 5, 2022   Echo Session 2: Introduction to Corporate Planning
and Business Dev
   January 7, 2022   Echo Session 2: Business Skills:
Email Etiquette Rules
  January 28, 2022  Echo Session 2: Industry Lifecycle Model
  February 9, 2022  Echo Session 2: Effective People Management
  March 4, 2022  Echo Session 2: Application of Improv Principles to
Work Environment
  April 25-26, 2022  Introduction to Coaching for Performance
  June 23, 24, 30 and
July 1, 2022

Statistical Analysis for HR - PMAP
  July 26, 2022  Climate Change Briefing by UPLB Prof John Pulhin
  August 3, 2022  Working Beyond Boarders - Makati Business Club
  August 4-5, 2022  Technology Governance - Cybersecurity Technology
and Third Party Privacy Risk
  November 11, 2022  Financial Markets Outlook Briefing with
Ferdinand A. Tansingco
  November 23, 2022  Energy Sector Briefing -
GT Thought Leadership Series
  November 25, 2022  GT Capital MANCOM Pre-planning Session 2022
  December 2, 2022  GT Capital Strategic Planning Plenary
Leo Paul C. Maagma March 29, 2022  GT Capital Full Year 2021 Financial and
Operating Results Briefing
   April 25, 2022   GT Capital Political Briefing
   May 11, 2022   GT Capital Annual Stockholders Meeting
   June 3, 2022   AIM - Cybersecurity is not IT's problem
   July 26, 2022   Climate Change Briefing by UPLB Prof John Pulhin
   August 16, 2022   GT Capital 1H 2022 Financial and Operating
Results Briefing
   August 31, 2022   GT Capital In House Corporate Governance Seminar
   October 21, 2022   GT Capital Digitalization Roundtable
   November 3, 2022   GT Capital Economic Briefing 2022
  November 11, 2022 Financial Markets Outlook Briefing with
Ferdinand A. Tansingco
  November 18, 2022  GRI Universal Standards Webinar by MVP Group
Sustainability Council
  November 23, 2022  Energy Sector Briefing -
GT Thought Leadership Series
Renee Lynn M. Atienza March 29, 2022  GT Capital Full Year 2021 Financial and
Operating Results Briefing
  May 17, 2022  GT Capital Q1 Financial and Operating
Results Briefing
  July 13, 2022  GT Academy: TMP Disaster Risk Management Talk
  July 26, 2022  Climate Change Briefing by UPLB Prof John Pulhin
  August 16, 2022  GT Capital 1H 2022 Financial and
Operating Results Briefing
  August 31, 2022  ESG Board Training
  September 15, 2022  The Road to IPO 2022
  October 21, 2022  GT Capital Digitalization Roundtable
  November 3, 2022  GT Capital Economic Briefing 2022
  November 25, 2022  9th Annual SEC PSE Corporate Governance Forum
Don David C. Asuncion February 9, 2022  Echo Session 2: Effective People Management
  March 4, 2022  Echo Session 2: Application of Improv Principles to
Work Environment
  November 25, 2022  GT Capital MANCOM Pre-Planning Session 2022
  December 2, 2022  GT Capital Strategic Planning Plenary
Albert James C. Aligada December 2, 2022  GT Capital Strategic Planning Plenary
Antonio Jose Y. Jamias December 2, 2022  GT Capital Strategic Planning Plenary
Maria Sofia A. Lopez April 1, 2022  Mandatory Continuing Legal Education
  October 21, 2022  GT Capital Digitalization Roundtable
  November 3, 2022  GT Capital Economic Briefing 2022
  November 25, 2022  9th Annual SEC PSE Corporate Governance Forum
Farrah Lyra De Ala March 4, 2022  Echo Session 2: Application of Improv Principles to
Work Environment
  March 18, 2022  Maximizing Relief: Payments to Non resident
  January 21, 2022  Mental Health First Aid
  January 28, 2022  Supportive Communication Skills
  February 4, 2022  Communicating with People in Crisis Psychological
First Aid Part 1
  February 11, 2022  Psychological First Aid Part 2
  February 18, 2022  Psychological First Aid Part 3
  August 2022 -
December 2022

SBEP (Strategic Business Economics Program)
Rachel Anne De Leon November 25, 2022  GT Capital MANCOM Pre-planning Session 2022
  December 2, 2022  GT Capital Strategic Planning Plenary

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 2022, GT Capital employees attended the following training programs:

 

PROGRAM

 

GT Capital Strategic Planning Plenary 

GT Capital Political Briefing

Echo Session 2: Effective People Management 

First Metro Midyear Economic & Capital
Markets Briefing

Echo Session 2: Application of Improv Principles to
Work Environment

Metrobank 1H 2022 Financial Results Briefing

GT Capital MANCOM Pre-Planning Session 2022

First Half 2022 Financial and
Operating Results Briefing

GT Capital Full Year 2021 Financial and Operating
Results Briefing

2022 GT Capital In-house Corporate
Governance Seminar

GT Capital Q1 Financial and Operating Results
Briefing

Metrobank 9M2022 Briefing

GT Academy: TMP Disaster Risk Management Talk Financial Markets Outlook Briefing with
Ferdinand A. Tansingco

Climate Change Briefing by UPLB Prof John Pulhin

GT Capital January to September 2022 Financial
and Operating Results Briefing

GT Capital 1H 2022 Financial and Operating
Results Briefing

Energy Sector Briefing -
GT Thought Leadership Series

ESG Board Training

TFSPH Annual Corporate Governance Seminar

The Road to IPO 2022

Labor Management Relations - UST

GT Capital Digitalization Roundtable

Counselling and Coaching for Change - UST

GT Capital Economic Briefing 2022 Echo Session 2: Introduction to Corporate Planning
and Business Dev
9th Annual SEC PSE Corporate Governance Forum Echo Session 2: Business Skills: Email Etiquette Rules
Echo Session 2: Industry Lifecycle Model

Jefferies & Regies Partners Philippines Conference

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Metrobank 2Q 2022 Earnings Call First Metro 2022 Midyear Economic and Capital
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Macquarie ASEAN Conference ICD Technology Governance
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Succession Planning

In line with GT Capital’s initiative to strengthen succession planning, officers, and employees were given developmental interventions in 2022 based on the results of their individual evaluations, which focused on closing their competency gaps and enhancing leadership skills.

Creditor Protection

The PPM of the Accounting and Financial Control Department outlines GT Capital’s policies on creditor protection, which ensure timely payment and compliance with loan covenants, such as the maintenance of various financial ratios. These policies were applied in the review of GT Capital’s loan agreements in 2022. The prospectus of each of GT Capital’s existing corporate fixed rate bonds also includes provisions for the protection of bondholders, including the appointment of a trustee bank to act in their behalf. In addition, GT Capital’s loan agreements include provisions on the disclosure of information to lenders, including the Corporation’s financial statements.

The Treasury and Finance Officer monitors all loan provisions to ensure timely payment of interest and/or principal and works in close coordination with the Legal and Compliance Officer to monitor the Corporation’s compliance with its loan covenants.

 

Shareholder Meetings and Dividend Policy

The By-laws of GT Capital provides for the second Wednesday of May of every year as the date of the ASM. The notice of ASM, including the details of each agenda item, is released through a disclosure to the PSE at least twentyeight
(28) days before the date of the ASM. The notice of ASM includes the agenda, the record date, the date, time and place of the ASM, and the procedure for validation of proxies. The submission of proxies must be done at least five (5) business days prior to ASM. In accordance with the provisions of the Revised Corporation Code of the Philippines, each outstanding common and voting preferred share of stock entitles the holder as of record date to one vote.

As a policy, GT Capital has an annual target dividend payout of Three Pesos (PhP 3.00) per share, payable out of its unrestricted retained earnings. GT Capital has consistently met this target, paying the following dividends:

 

Year

Per share

Total amount 

(in million Php)

2022

3.00 

645.90

2021

3.00 

645.90

2020

6.00

1,291.71

2019

3.00

598.01

2018

3.00

577.79

2017

5.00

871.50

2016

6.00

1,045.80

2015

3.00

522.90

2014

3.00

522.90

2013

3.00

522.90

2012

3.00

500.86

Other Stakeholder and Investor Relations

GT Capital recognizes and values its fiduciary duty towards its investors. Crucial to the establishment and maintenance of the trust and confidence of its investors is transparency in systems and communications. GT Capital’s Investor Relations, Strategic Planning, and Corporate Communication (“IRSPCC”) Department aims to impart a thorough understanding of GT Capital’s strategies in creating shareholder value.

The IRSPCC Department compiles and reports relevant documents and requirements to meet the needs of the investing public, shareholders, and other stakeholders of GT Capital, fully disclosing these to the local stock exchange, as well as through quarterly media and analysts briefings, one-on-one investor meetings, the ASM, road shows, investor conferences, e-mail correspondences or telephone queries, teleconferences, its annual and quarterly reports, and GT Capital’s website. All shareholders, including institutional investors, are encouraged to attend stockholders’ meetings and other events held for their benefit.

E-mail inquiries from the investing public and shareholders are received by GT Capital’s IRSPCC Department through IR@gtcapital.com.ph. Correspondence may also be addressed to:

JOSE B. CRISOL, JR.
Senior Vice President
Head, Investor Relations, Strategic Planning, and Corporate Communication
T: (632) 8836 4500
E: jose.crisol@gtcapital.com.ph

 

SHERMAINE N. CHAVEZ
Investor Relations, Strategic Planning, and
Corporate Communication Manager
T: (+632) 8836 4500
E: shermaine.chavez@gtcapital.com.ph

 

JOAQUIN JUAN PAOLO V. MABANTA
Investor Relations Officer
T: (+632) 8836 4500
E: joaquin.mabanta@gtcapital.com.ph

 

MICHEL XAVIER H. ALONSO
Investor Relations, Strategic Planning, and
Corporate Communication Officer
T: (+632) 8836 4500
E: michel.alonso@gtcapital.com.ph


Other stakeholder concerns may be sent to
governance@gtcapital.com.ph

 

Risk Management

As a holding company with investments in several businesses, GT Capital’s risk-taking is driven by that of its operating companies. Thus, GT Capital’s Risk Management is designed to anticipate potential risks in the industries its businesses operate in, identifying risks in the business landscape classified under the diagram “Risk Universe and Taxonomy.”

The Risk Taxonomy of the organization covers the External Risk Drivers, which increases the exposure to certain types of risks the company has identified as material. External drivers are classified under (a) Economic, (b) Regulatory, (c) Industry Specific Developments, (d) Geopolitical, (e) Environmental or Climate Risk, and (f) Digital Economy. The process encourages a forward-looking and proactive mindset for Risk Managers within the group.

 

Risk Management Building Blocks

GT Capital’s Risk Management recognizes the importance of establishing a solid foundation for different areas of Risk Management practice. In order to promote strong and effective Risk Management, the following building blocks are key focus areas.
■ Risk Governance & Oversight
■ Risk Appetite & Strategy
■ Risk Management Practices, Policies & Processes
■ Risk Management Function
■ Risk Culture

Enterprise Risk Management Standards

GT Capital has adopted an Enterprise Risk Management (“ERM”) Policy and Framework for the promotion of increased awareness of risks, minimization of GT Capital’s exposure to financial losses, and boosting shareholder confidence.
GT Capital seeks to maintain an effective risk management process, designed to meet the requirements of generally accepted good corporate governance. The goal of the enterprise risk management process is to apply a consistent methodology to identify, assess, and manage business risks across GT Capital. GT Capital undertakes an annual assessment of its risks using a methodology aligned with global risk management standards – ISO31000 and COSO Framework.

Enterprise Risk Management Process

The company follows the three lines of defense model integrating risk management in the everyday activities of the business. All employees are trained and expected to participate and be responsible in the implementation of the Enterprise Risk Management Process which is comprised of the following steps:

Risk Governance Structure

GT Capital’s risk governance structure ensures that risk management is not the sole responsibility of one individual but rather occurs and is supported at all levels in the Corporation. The effectiveness of the risk governance structureand process is supported by well-defined risk management roles and responsibilities and periodic review conducted by the Internal Audit Department.

Risk Governance

The Board of Directors, through the Risk Oversight Committee, has the ultimate oversight role over the Corporation’s risk management activities, and approves risk management related policies, procedures, and parameters that govern the management of risks.

The Board of Directors, with guidance from the Executive Committee, determines the strategic direction of GT Capital and creates the environment and the structures to properly align risk management with strategic objectives.

The Chief Risk Officer (“CRO”) is the Corporation’s risk advocate who facilitates the execution of the ERM process. The CRO’s primary responsibility is to own, develop, implement, and continuously improve the ERM process. The CRO is assisted by a full time risk management officer.

The Risk Steering Committee members are the risk owners, and are responsible for the identification, assessment, and monitoring of key risks, and the establishment of countermeasures.

The Internal Audit Department provides an independent assurance of the effectiveness of the risk management process. In accordance with the Risk Charter, the risk management system is subjected to regular internal audits to identify any gaps in the performance of the process. The audit results are reported to Senior Management, the Audit Committee, and the Risk Oversight Committee, and are addressed accordingly.

 

Risk Appetite & Strategy

Risk Management’s goal is to provide a reasonable assurance regarding the company’s achievement of its core objectives of optimizing risk and return. To be value creating and effective, Risk Management must be embedded in and connected directly to the enterprise’s strategic planning process and execution. Aligned to this, the Risk Appetite Statements are reviewed and approved by the Risk Steering Committee and the Risk Oversight Committee on an annual basis.

 

Risk Management Culture

Creating and promoting a risk culture that requires the highest standards of ethical behavior among all personnel is a must. This is achieved through the following:
■ Transparent and consistent policies aligned with the risk appetite statements
■ Pro-active engagement of first line of defense in risk management actions
■ Promoting awareness among employees via culture building activities
■ Onboarding process for employees
■ Risk management KPIs in employee performance review
■ Continuing education for all members of the organization
■ Synergize learning opportunities across the Group for risk management

Integrating Sustainability in the Risk Oversight Committee

The company, in its commitment to Sustainability, has designated the Risk Oversight Committee and the Board as the primary governance bodies overseeing the Sustainability and programs. This aligns with the Sustainability Roadmap in bringing the best practices to the company which demands a clear tone from the top through the senior management with the guidance from the committee.

 Key Business Risks and Controls

Risk Management Framework

The risk governance structure promotes a collaborative risk management approach, to allow it to navigate the risks posed to its business objectives and strategy. The Board of Directors (BOD), through the Risk Oversight Committee
(ROC) is responsible for ensuring the creation and implementation of a robust and effective system of identifying, assessing, monitoring, and managing all material and relevant risks to GT Capital and its stakeholders. The Risk Steering Committee (RSC), which is made up of departmental heads and subject matter experts, convenes quarterly to discuss and address riskrelated matters. There is also active collaboration with operating companies who report their risk management activities and exposures to the parent. Board-approved Risk Appetite Statements RAS is an essential part of the dynamic business planning process that help GT Capital manage and oversee risk-taking activities and set the tone from the top for the promotion of strong risk culture and escalation protocols.

The Group’s key risks are summarized below:

STRATEGIC RISK
■ Strategic risk management is the process of identifying, evaluating, and mitigating any risk that affects or is inherent in the Company’s business strategy, strategic objectives, and strategy execution. Strategic risk refers to the potential negative impact on a company’s earnings resulting from unfavorable business decisions, inadequate execution, or failure to adapt to changes in the industry. Strategic risk encompasses the uncertainty and potential for adverse outcomes associated with significant investments with high uncertainty regarding their success and profitability. It can also arise from changes in a company’s strategic direction in comparison to its competitors. Strategic Risks are managed comprehensively across the group who regularly evaluates the alignment of its business strategy against its overall goals and the quality of implementation. The Group ensures to maintain a stable, synergistic portfolio of strategic partnerships that creates, delivers, and captures value to our stakeholders towards sustainable nation-building.

PROFITABILITY RISK
■ GT Capital’s operating companies are engaged in various business sectors, namely banking, insurance, property development, automotive assembly and distribution, and infrastructure and utilities. GT Capital’s operating companies may be adversely affected by macroeconomic factors and business-specific risks. In order to effectively mitigate this risk, GT Capital and its operating companies continuously monitor key risk indicators and other early warning signs of potential threats to their operations, proactively addressing any risks prior to escalation. The companies perform scenario analyses for better informed decision making and risk management allowing them to safeguard their business performance and maintain resilience in the face of changing market conditions. Overall, the Group ensures to maintain stable earnings and growth, able to withstand foreseen risks in extreme but plausible scenarios.

LIQUIDITY RISK
■ GT Capital and its operating companies are exposed to liquidity risk in their day-to-day operations and is evident through the longterm investments and capital expenditures of the group. Liquidity risk is also unique to the operating companies’ business model specifically in the banking sector which manages deposits, the insurance sector which manages claims and the real estate sector which entails long-term development. This risk is mitigated through deliberate financial planning and monitoring of future obligations and balance sheet funding requirements. The Group strives to always ensure stable and efficient access to funding and liquidity.

OPERATIONAL RISK
■ GT Capital and its operating companies face operational risks, such as fraud and information security breaches, which could result in disruptions, damage to reputation, or financial losses. To manage these risks, the group has maintained its commitment to robust operational policies, procedures, and controls in the conduct of their operations. Regular internal audits and third-party assessments are carried out, as necessary, to identify and address potential gaps in the performance of different functions. The Group’s mandate is to maintain operational stability within business operating capacity.

REGULATORY RISK
■ GT Capital’s operating companies are regulated by the Bangko Sentral ng Pilipinas (BSP), the Philippine Insurance Commission (IC), Department of Human Settlements and Urban Development (DHSUD), Securities and Exchange Commission (SEC), Bureau of Internal Revenue (BIR) among other regulatory bodies. As regulations and guidelines continually evolve, it is crucial for GT Capital to stay updated with these changes. To mitigate this risk, GT Capital’s
operating companies maintain their own legal and compliance departments to ensure proper tracking and strict adherence with relevant regulations. Furthermore, any significant deviations from compliance are reported to the respective audit committees by the internal audit department of each operating company. The Group strives to maintain the highest-level standards of corporate governance.

REPUTATIONAL RISK
■ GT Capital’s operating companies are exposed to reputational risk which can lead to negative public perception resulting in the loss of investors, capital providers, employees, and customers. Reputational risk is managed through building positive relationships with all its stakeholders by active engagement with investors and capital fund providers, initiating customer feedback or stakeholder surveys and performing public sentiment checks to monitor various
communication channels. Appropriate communication plans are in place to mitigate potential negative publicity if any. The Group strives to maintain its positive brand reputation to uphold its stakeholder confidence at all times.

OTHER RISKS
■ In addition to the risks discussed above, GT Capital’s Integrated Report thoroughly covers other significant risks, as identified by senior management, in the “Key Risks” section.

  

 


 

 

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