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Corporate Governance Report

2019 Corporate Governance Highlights

GT Capital Holdings, Inc. (“GT Capital” or the “Corporation”, and together with its subsidiaries, the “Group”), espouses 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 devotes considerable effort to identify and 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. This affirms the Corporation’s standing as one of the top 50 publicly-listed companies (“PLCs”) in corporate governance in the ASEAN region and one of the two most improved PLCs in the Philippines awarded by the ASEAN Capital Markets Forum in 2015.

 

As part of its ongoing improvement in corporate governance, GT Capital initiated the following best practices in 2019:

1. Engagement of an external facilitator in the conduct of its board, committee, Chairman, and directors assessments;

2. Commencing conduct of aforementioned assessments;

3. Ensuring continued compliance with the Data Privacy Act and its Implementing Rules and Regulations;

4. Establishment of a process for Board of Directors to review, monitor, and oversee the implementation of GT Capital’s corporate strategy;

5. Codification of Company Policies on Customer Welfare, Sustainable Value Chain Policy, and Interaction with Community;

6. Conduct of a mentorship program for junior officers in relation to the Corporation’s succession planning initiative;

7. Release of first sustainability report in accordance with Global Reporting Initiative (“GRI”) standards and with Materiality Disclosure Check by GRI;

8. Roll out of sustainability reporting framework to component companies leading to a consolidated report; and

9. Adoption of Material Related Party Transactions Policy.

 

2019 Compliance

GT Capital is fully 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.

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.

Enterprise Risk Management

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.

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 structure and process is supported by well-defined risk management roles and responsibilities and periodic review conducted by the Internal Audit Department.

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. His primary responsibility is to own, develop, implement, and continuously improve the ERM process. He 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.

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 the Audit Committee, Risk Oversight Committee, and Senior Management, and are addressed accordingly.

Key Business Risks and Controls

In 2019, individual interviews and group workshops were conducted for the Annual ERM Reassessment. A total of 34 risks were identified and assessed using the agreed upon Risk Ranking Criteria. Risk Treatment Action Plans were developed for each risk item. A Risk Dashboard containing key risk indicators for each identified risk was developed and monitored to assess on an on-going basis that the risks are effectively managed. Key risks for GT Capital and its component companies include market risk, operational risk, regulatory compliance risk, financial reporting risk, and portfolio management risk.

Market Risk

GT Capital’s component companies are engaged in various sectors, namely banking, insurance, property development, automotive assembly and distribution, and infrastructure and utilities. GT Capital’s component companies may be adversely affected by market and other macroeconomic factors such as interest rate, foreign exchange rates, inflation, and other economic variables. Political policies, directions, and uncertainties may also impinge the market demand for component company products and services.

To mitigate this risk, GT Capital and its component companies continuously monitor key risk indicators, conduct sensitivity analyses, and adjust their business strategies accordingly.

Operational Risk

GT Capital’s component companies are exposed to risks in the conduct of its operations, which includes fraud and information security. Incidents in this category may lead to disruption in operations, reputational damage or financial
losses.

To mitigate this risk, GT Capital and its component companies maintain robust operational policies, procedures, and controls. Regular internal audits and third-party checks, as necessary, are conducted to identify and address gaps in the performance of various functions.

Regulatory Compliance Risk

GT Capital’s component companies are regulated by the Bangko Sentral ng Pilipinas, Insurance Commission, Housing and Land Use Regulatory Board, SEC, Bureau of Internal Revenue, and other regulatory bodies. Rules and implementing guidelines are always evolving, and GT Capital should always be up to date with these new developments.

To mitigate this risk, GT Capital’s component companies have their own legal and compliance departments to ensure proper compliance with relevant regulations. In addition, the internal audit department of each component company
reports any material non-compliance to their respective audit committees.

Financial Reporting Risk

It is of utmost importance to GT Capital and its component companies to be transparent to its shareholders in terms of financial reporting.

To achieve this, each of GT Capital’s component companies has engaged Sycip, Gorres, Velayo & Company (“SGV & Co.”) as their external auditor. In addition, GT Capital conducts its own review of the submitted financial reports for consolidation. Afterwards, the consolidated financial statements at the GT Capital level are then subject to anotherexternal audit by SGV & Co.

Portfolio Management Risk

As a holding company, GT Capital aims to have a diversified portfolio that maximizes profitabilityand creates shareholder value.

To achieve this, GT Capital Management meets on a periodic basis to monitor and review the performance of the portfolio and accordingly recommends the adjustment of business strategies to the Executive Committee and the Board of Directors.

Environmental and Social Risks

GT Capital’s component companies are exposed to non-financial risks such as environmental and social impacts in the conduct of their operations. Environmental risks may be brought about by non-compliance with relevant laws and
regulations and contribution of climate change. Social risk primarily arises from the component companies’ interaction with its stakeholders such as employees, suppliers, customers and other participants in the value chain.

To mitigate this risk, GT Capital’s component companies are actively engaging key stakeholders to improve their response to environmental and social risks. In addition, the component companies ensure compliance with all relevant laws and regulations which provide protection to the environment and to participants of its supply chain.

Other Risks

In addition to the key risks discussed above, there are other risks which were identified by GT Capital Management during the 2019 Enterprise Risk Management Annual Reassessment. Each risk has corresponding key risk indicators that are monitored on a periodic basis and serve as an early warning signal for GT Capital in case an emerging risk was to transpire. These indicators are reported to the Board of Directors, through the Risk Oversight Committee, on a quarterly basis.

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 very 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 2019, 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 for availment of 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 prescreens 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 availed of the Board Director Sourcing Services of the Institute of Corporate Directors (“ICD”) 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.

As of May 08, 2019, 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 six (6) regular Board meetings of GT Capital are set before the beginning of the fiscal 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, June, August, November, and December). The quorum requirement for instances when important matters are to be discussed on the 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 2019, the Board met six (6) times, as provided below:

 

Name and Position

No. of Meetings Attended

  Arthur Vy Ty

  Chairman

6/6 (100%)

  Alfred Vy Ty

  Co-Vice Chairman

3/6 (50%)

  Francisco C. Sebastian

  Co-Vice Chairman

6/6 (100%)

  Carmelo Maria Luza Bautista

  President and Director

6/6 (100%)

  Renato C. Valencia

  Lead Independent Director

6/6 (100%)

  Jaime Miguel G. Belmont

  Independent Director

6/6 (100%)

  Wilfredo A. Paras

  Independent Director

6/6 (100%)

  Rene J. Buenaventura

  Independent Director

6/6 (100%)

  David T. Go

  Director

5/6 (83.33%)

  Pascual M. Garcia III

  Director

6/6 (100%)

  Regis V. Puno

  Director

5/6 (83.33%)

 

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 annually 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.

In 2019, the Corporation engaged the ICD as its external facilitator in the conduct of the Board, Director, and Committee Self-Assessments, as well the Chairman’s Assessment. The first part of the assessment is the distribution and accomplishment by the directors of the Self-Assessment forms.

 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 interviewed select directors of the Corporation to enable ICD to ask additional questions in relation to the directors’ answers to the Self-Assessment 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 annually 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 aid 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

  Arthur Vy Ty

Chairman (Non-executive Director)

30/35

  Alfred Vy Ty

Vice-Chairman (Non-executive Director)

30/35

  Francisco C. Sebastian

Member (Non-executive Director)

31/35

  Carmelo Maria Luza Bautista

Member (Executive Director)

35/35

  Mary Vy Ty

Adviser (Non-executive)

34/35

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

  Jaime Miguel G. Belmonte

Chairman (Independent Director)

2/2

  Alfred Vy Ty

Member (Non-executive Director)

2/2

  Renato C. Valencia

Member (Independent Director)

2/2

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.

As of May 08, 2019, all members of the Nominations Committee are independent directors.

 

Member

Position Held in Committee

Meetings Attended

  Renato C. Valencia

Chairman (Lead Independent Director)

2/2

  Wilfredo A. Paras

Member (Independent Director)

2/2

  Rene J. Buenaventura

Member (Independent Director)

2/2

  Carmelo Maria Luza Bautista

Adviser (Executive Director)

2/2


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. Wilfredo A. Paras
Chairman, Audit Committee

Mr. Rene J. Buenaventura
Chairman, Risk Oversight Committee


Member

Position Held in Committee

Meetings Attended

  Wilfredo A. Paras

Chairman (Independent Director)

4/4

  Renato C. Valencia

Member (Independent Director)

4/4

  Rene J. Buenaventura

Member (Independent Director)

3/4

  Regis V. Puno

Member (Non-executive Director)

2/4

  Pascual M. Garcia III

Member (Non-executive Director)

4/4

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

  Wilfredo A. Paras

Member (Independent Director)

4/4

  David T. Go

Member (Non-executive Director)

2/4

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 (Independent Director)

5/5

  Wilfredo A. Paras

Member (Independent Director)

5/5

  Jaime Miguel G. Belmonte

Member (Independent Director)

5/5

  Anjanette Ty Dy Buncio

Adviser

4/5

In 2019, 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 Secretary, Ms. Jocelyn Y. Kho, 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 2019, GT Capital directors received aggregate
remuneration as follows:

 

Remuneration

Executive Directors

PhP 3.40 million

Non-Executive Directors

(other than Independent Directors)

PhP 22.46 million

Independent Directors

PhP 8.86 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 2019 is as follows:

Remuneration Item

Amount

(a) Salary

PhP 53.06 million

(b) Bonuses

PhP 22.10 million

Total

PhP 75.16 million

Orientation and Continuing Education Initiatives

The Corporation’s CG Manual requires incumbent and newly-elected directors to attend a seminar on corporate governance. New directors of GT Capital are 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 2019, directors of the Corporation attended the following programs on corporate governance:

 

Name of Director/Officer

Date held

Program

  Arthur Vy Ty

October 18, 2019

Advanced Corporate Governance Training

  Alfred Vy Ty

October 19, 2019

Advanced Corporate Governance Training

 

Francisco C. Sebastian

 

March 14, 2019

Updates on Corporate Governance and Related Laws and Issuances 2019

Septembe 26, 2019

Corporate Governance Enhancement Session on 5G Technology Strategy and Governance: Market Trends and New Business Applications; Risk and Challenges; and Cyber Security; Protecting Critical Business Infrastructure

 

   Carmelo Maria Luza Bautista

  

March 14, 2019

Updates on Corporate Governance and Related Laws and Issuances 2019

October 11, 2019

Advanced Corporate Governance Training

   Renato C. Valencia

October 11, 2019

Advanced  Corporate Governance Training

  Jaime Miguel G. Belmonte

October 11, 2019

Advanced  Corporate Governance Training

  Wilfredo A. Paras

September 26, 2019

Corporate Governance Enhancement Session on 5G Technology Strategy and Governance: Market Trends and New Business Applications; Risk and Challenges; and Cyber Security; Protecting Critical Business Infrastructure

  Rene J. Buenaventura

May 9, 2019

Technology Governance for Directors

  David T. Go

March 14, 2019

Updates on Corporate Governance and Related Laws and Issuances 2019

   Pascual M. Garcia III

October 11, 2019

Advanced  Corporate Governance Training

   Regis V. Puno

October 11, 2019

Advanced  Corporate Governance Training


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 2019. 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.

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, 2018 and 2019:

 

 

2018

2019

Audit and Audit-Related Services 

2.21

3.04

Non-Audit Services 

0.32

0.04

Total 

2.53

3.08

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

There was no appointment of an independent party to evaluate the fairness of any transaction price in relation to any mergers, acquisitions, and/or takeovers which require stockholders’ approval. For the year 2019, GT Capital was not involved in any mergers, acquisitions and/or takeovers which required 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 2019.

Ownership Structure

Stockholders holding more than 5% of outstanding shares

As of December 31, 2019, the following are the owners of GT Capital’s common stock in excess of 5% of its total outstanding shares:

 

Record Owner

No. of Shares Held

Percentage ( % )

Grand Titan Capital Holdings, Inc.

124,413,658

55.932%

PCD Nominee Corp. (Non-Filipino)

63,300,943

29.403%

PCD Nominee Corp. (Filipino)

30,881,537

14.345%

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

GT Capital reports quarterly to the PSE the direct and indirect shareholdings of its major shareholder, Grand Titan Capital Holdings, Inc., GT Capital’s directors, and its senior officers. Their direct and indirect common shareholdings for the year 2019 are as follows:

 *

Name

Nature of

Relationship

to GT Capital

Number of Shares Directly Owned

(As of

January  1, 2018)

Number of Shares Indirectly Owned

(As of

January 1, 2018)

Number of Shares Directly Owned

(As of

December 31, 2018)

Number of Shares Indirectly Owned

(As of

December 31, 2018)

Grand Titan Capital Holdings, Inc.

Principal Shareholder

89,427,110

(46.43%)

18,296,685

(9.50%)

111,494,128

(55.932)

0

(0.0000%)

Arthur V. Ty

Chairman

100,000

(0.052%)

2,100

(0.0010%)

103,500

(0.052%)

12,174

(0.006%)

Alfred V. Ty

Co-Vice Chairman

100,000

(0.052%)

2,100

 (0.0010%)

103,500

(0.052%)

12,174

(0.006%)

Francisco C. Sebastian

Co-Vice Chairman

100

(0.0000%)

50,000

(0.026%)

104

(0.0000%)

93,150

(0.047%)

Anjanette T. Dy Buncio

Treasurer

0

(0.0000%)

46,547

(0.024%)

0

(0.0000%)

50,504

(0.025%)

Carmelo Maria Luza Bautista

President and Executive Director

1000

(0.0005%)

12,000 (0.006%)

1,035

(0.0005%)

12,420 (0.006%)

Alesandra T. Ty

Assistant Treasurer

0

(0.0000%)

1,700

(0.0008%)

0

(0.0000%)

17,865

(0.0009%)

Francisco H. Suarez, Jr.

Executive Vice President and Chief Finance Officer

0

(0.0000%)

5,000

(0.0025%)

0

(0.0000%)

5,175

(0.0025%)

Renato C. Valencia

Lead Independent Director

1,000

(0.0005%)

0

(0.0000%)

1,035

(0.0005%)

0

(0.0000%)

Jaime Miguel G. Belmonte

Independent Director

1,000

(0.0005%)

0

(0.0000%)

1,035

(0.0005%)

0

(0.0000%)

Wilfredo A. Paras

Independent Director

1,000

(0.0005%)

0

(0.0000%)

1,035

(0.0005%)

0

(0.0000%)

Renato C. Valencia

Lead Independent Director

1,000

(0.0005%)

0

(0.0000%)

1,000

(0.0005%)

0

(0.0000)

Farrah Lyra Q. De Ala

(Appointed on November
13, 2018)

Assistant Vice
President

0

(0.0000%)

(As of date of
appointment)

 287

(0.0000%)

(As of date of
appointment)

0

(0.0000%)

 

 287

(0.0000%)

 

Winston Andrew L. Peckson

First Vice President and Chief Risk Officer

0

(0.0000%)

271

(0.0000%)

0

(0.0000%)

281

(0.0000%)

Reyna Rose P. Manon-Og

First Vice President and Controller

0

(0.0000%)

0

(0.0000%)

0

(0.0000%)

204

(0.0000%)

David T. Go

Non-Executive Director

100

(0.0000%)

0

(0.0000%)

104

(0.0000%)

0

(0.0000%)

Rene J. Buenaventura

(Appointed on May 09,
2018

Independent Director

100

(0.0000%)

(As of date of
appointment)

0

(0.0000%)

(As of date of
appointment)

104

(0.0000%)

0

(0.0000%)

Pascual M. Garcia III

(Appointed on May 09,
2018

Non-Executive Director

100

(0.0000%)

(As of date of
appointment)

0

(0.0000%)

(As of date of
appointment)

104

(0.0000%)

0

(0.0000%)

Regis V. Puno

(Appointed on May 09,
2018

Non-Executive Director

100

(0.0000%)

(As of date of
appointment)

0

(0.0000%)

(As of date of
appointment)

104

(0.0000%)

0

(0.0000%)

Renee Lynn Miciano-Atienza

Vice President and Head, Legal &
Compliance

0

(0.0000%)

45

(0.0000%)

0

(0.0000%)

47

(0.0000%)

Antonio V. Viray

Corporate Secretary

0

(0.0000%)

0

(0.0000%)

0

(0.0000%)

0

(0.0000%)

Jocelyn Y. Kho

Assistant Corporate Secretary

0

(0.0000%)

0

(0.0000%)

0

(0.0000%)

0

(0.0000%)

Antonio P.A. Zara III

(Appointed on August 30,
2018

Senior Vice President

0

(0.0000%)

(As of date of
appointment)

0

(0.0000%)

(As of date of
appointment)

0

(0.0000%)

0

(0.0000%)

Jose B. Crisol, Jr.

First Vice President and Head,
Investor Relations, Strategic Planning, and Corporate Communication

0

(0.0000%)

 

0

(0.0000%)

 

0

(0.0000%)

 

0

(0.0000%)

 

Leo Paul C. Maagma

(Appointed on March 16,
2018

Vice President and Chief Audit
Executive
 

0

(0.0000%)

(As of date of
appointment)

 

0

(0.0000%)

(As of date of
appointment)

 

0

(0.0000%)

 

0

(0.0000%)

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

0

(0.0000%)

 

0

(0.0000%)

 

0

(0.0000%)

 

0

(0.0000%)

 Elsie D. Paras Vice President
Deputy CFO
 

0

(0.0000%)

 

0

(0.0000%)

 

0

(0.0000%)

 

0

(0.0000%)

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

To promote good health of its employees, GT Capital provides non-contributory medical and dental coverage for all its employees and eligible dependents, which includes comprehensive in-patient and outpatient hospitalization benefits. First-aid and over-thecounter medicines are available when needed.

GT Capital values the health, safety, and welfare of its employees. It provides noncontributory medical and dental coverage for all its employees and eligible dependents, which includes comprehensive in-patient and outpatient 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  aw. 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 2019:

 

Activity

Dependents

  Annual Executive Check-up

4

  Annual Check-up

32

  Dental Check-up

17

  Safety, fire, and earthquake drill

29

  Emergency grab bags

36

  Human Capital Development Initiatives

42

  2019 PSE Bull Run

9


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 2019, 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 10 2019

DBS Pulse Asia

 

January 15, 2019

First Metro Economic Briefing

 

January 21-22, 2019

JP Morgan Philippines Conference 2019

 

January 24, 2019

Goldman Sachs 7th Annual Philippines Conference Roundtable

 

February 27-28, 2019

UBS Philippines CEO/CFO Forum 2019

 

March 14, 2019

Toyota Financial Services Corporate Governance Seminar re: Related Laws and Issuances/Updates on Corporate Governance and Related Laws and Issuances

 

April 4-5, 2019

UA&P Project Management Seminar

 

May 30, 2019

BusinessWorld Economic Forum

 

June 28, 2019

9th Asian Excellence Awards 2019 - Corporate Governance Asia

 

July 1, 2019

Philippine Economic Briefing

 

August 23, 2019

UBS Philippines Corporate Day

 

August 27-28, 2019

Macquarie ASEAN Corporate Day

 

September 3, 2019

Maybank Philippine Corporate Day

 

October 24, 2019

Introduction to the Strategic Thinking Process: Discovering your Business Driving Force

 

October 25, 2020

Transfer Pricing Briefing

 

November 4, 2019

GT Capital Economic Briefing

 

November 20, 2019

Strategic Planning Seminar  for MANCOM

 

December 4-5, 2019

Macquarie Non-Deal Road Show

 Vicente Jose S. Socco

October 25, 2019

SGV & Co. Transfer Pricing Briefing

 

November 4, 2019

GT Capital Economic Briefing

 

November 20, 2019

Strategic Planning Seminar for MANCOM

 Antonio Pantaleon A. Zara III

July 11,12, 18, & 19, 2019

ICD Professional Directors Program

 

October 25, 2019

SGV & Co. Transfer Pricing Briefing

 

November 4, 2019

GT Capital Economic Briefing

 

November 20, 2019

Strategic Planning Seminar for MANCOM

 Jose B. Crisol, Jr.

January 10, 2019

DBS Pulse of Asia

 

January 21-22, 2019

JP Morgan Philippines Conferences 2019

 

January 24, 2019

Goldman Sachs 7th Annual Philippines Conference Roundtable

 

February 27-28, 2019

UBS Philippines CEO/CFO Forum 2019

 

April 4-5, 2019

UA&P Project Management Seminar

 

May 30, 2019

BusinessWorld Economic Forum

 

June 28, 2019

9th Asian Excellence Awards 2019 - Corporate Governace Asia

 

July 1, 2019

Philippine Economic Briefing

 

August 23, 2019

UBS Philippines Corporate Day

 

August 27-28, 2019

Macquarie ASEAN Corporate Day

 

September 3, 2019

Maybank Philippine Corporate Day

 

October 10, 2019

Ateneo - CCE Crisis Management

 

October 24, 2019

Introduction to the Strategic Thinking Process: Discovering your Business Driving Force

 

November 4, 2019

GT Capital Economic Briefing

 

November 20, 2019

Strategic Planning Seminar for MANCOM

 

December 4-5, 2019

Macquarie Non-Deal Road Show

 Winston Andrew L. Peckson

January 22, 2019

Breakfast Roundtable with David Stringer-Lamarre of IoD London Region

 

September 24, 2019

Philippine Investment Forum

 

October 25, 2019

SGV & Co. Transfer Pricing Briefing

 

November 19, 2019

Integrating Sustainability ang Innovation in Corporate Strategy

 

November 20, 2019

Strategic Planning Seminar for MANCOM

 Rena Rose P. Manon-Og

November 4, 2019

GT Capital Strategic Planning

  November 20, 2019 Strategic Planning for MANCOM
  December 13-14, 2019 High Impact Presentation Workshop
Susan E. Cornelio March 20, 2019 Influencing in Heels
  March 20-21-2019 Ateneo - CCE OD for Line Readers
  April 20, 2019 Ateneo - CCE Measuring ROI
  April 26, 2019 Coaching ang Performance Development
  September 12, 2019 Business Continuity Overview Seminar
  October 10, 2019 Crisis Management Seminar
  November 4, 2019 GT Capital Economic Briefing
  November 20, 2019 Strategic Planning Seminar for MANCOM
Elsie D. Paras March 26, 2019 ICD Joint Forum on Revised Corporation Code
  April 4-5, 2019 UA&P Project Management Seminar
  August 16, 2019 Taxation in the Digital Age: The Philippine Perspective
  September 4, 2019

AYALA-FINEX Training Summit: Innovating Businesses for a Better Tomorrow

  October 10, 2019

The Art of COnflict Transformation

  November 4, 2019

GT Capital Economic Briefing

  November 20, 2019

Strategic Planning Seminar for MANCOM

  December 13-14, 2019

High Impact Presentation Workshop

Leo Paul C. Maagma April 4-5, 2019

UA&P Project Management Seminar

  May 16, 2019

Institute of Internal Auditors Forum

  September 12, 2019

Business Continuity Overview Seminar

  October 10, 2019

Crisis Management Seminar

  November 4, 2019

GT Capital Economic Briefing

  November 20, 2019

Strategic Planning Seminar for MANCOM

Renee Lynn Miciano-Atienza March 19, 2019

Corporate Secretary on New Requirements in GIS

  February 27-28, 2019

MCLE Lecture Series

  March 13-14, 2019

MCLe Lecture Series

  October 25, 2019

SGV & Co. Transfer Pricing Briefing

  November 4, 2019

GT Capital Economic Briefing

  November 20, 2019

Strategic Planning Seminar for MANCOM

Farrah Lyra Q.. De Ala April 4-5, 2019

UA&P Project Management Seminar

  July 12 & 19, 2019

Mindfullness Seminar

  August 2, 2019

SGV & Co. How to Survive BIR Audit

  September 12, 2019

Business Continuity Overview Seminar

  October 10, 2019

Crisis Management Seminar

  October 25, 2019

SGV & Co. Transfer Pricing Briefing

  November 4, 2019

GT Capital Economic Briefing

  December 2-3, 2019

Story Telling for Business

John Brandy De Gorostiza April 4-5, 2019

UA&P Project Management Seminar

  August 17 - October 9, 2019

Compreensive AUTOCAD

  November 4, 2019

GT Capital Economic Bfiefing

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 2019, GT Capital employees attended the following training programs:

 

PROGRAM

High Impact Workshop Presentation

Diploma Program on Corporate Finance

Project Management Seminar

Communication Techniques

Mindfullness Seminar

Business Continuity Overview Seminar

Crisis Management

Integrating Sustainability and Innovation in Corporate Strategy

Effective Communication and Human Relations

Problem Solving and Decision Making

Comprehensive AUTOCAD

Leadership Training for Managers

 Transfer Pricing Briefing
 MCLE Lecture Series

Corporate Secretary on New Requirements in GIS

The Art of Conflict Transformation

Corporate Governance Forum

Institute of Internal Auditors Forum

IT Security

Developing an Outward Mindset

Story Telling for Business

Taxation in Digital Age
Tax Updates and Code Ethics
PFRS Updates

Succession Planning

In line with GT Capital’s initiative to strengthen succession planning, officers, and employees were given developmental interventions in 2019 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 2019. 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.

Sustainability Reporting

In 2019, GT Capital released its maiden Sustainability Report with information for the reporting period January 1 to December 31, 2018, adopting the Global Reporting Initiative ("GRI") Standards, an internationally recognized framework for sustainability.

The Sustainability Report covers the thirteen (13) material topics under the GRI Standards:
• Economic Performance
• Indirect Economic Impacts
• Anti-corruption
• Anti-competitive Behavior
• Energy
• Environmental Compliance
• Employment
• Labor/Management
• Training and Education
• Diversity and Equality
• Non-discrimination
• Human Rights Assessment
• Supplier Social Assessment

The Sustainability Report presents globally comparable information affecting its triple bottom line, a vital component of stakeholder relations. Moreover, the focus on sustainability allows GT Capital to identify potential opportunities or trends or evaluate emerging risks, making the endeavor a risk management and strategic initiative for the Corporation.

An online version of the Sustainability Report is available on GT Capital’s website.

Download Sustainability Report

Customer Welfare and Safety, Environment-Friendly Value Chain, and Interaction with Communities

GT Capital monitors its subsidiaries regarding their respective policies and practices on the welfare, health, and safety of end-customers, supplier/contractor selection procedures, interaction with communities, and their initiatives which ensure an environmentally friendly value chain and promote sustainable development.

Toyota Motor Philippines Corporation

Toyota Motor Philippines Corporation ("TMP"), together with its stakeholders in the value chain – suppliers, dealers and team members in partnership with communities and the government, continuously exert efforts to contribute to the attainment of the Toyota Environmental Challenge (TEC) 2050 goals.

Among the projects implemented by TMP in 2019 were the following:

1. Challenge 1: New Vehicle Zero Carbon Dioxide (CO2) Emissions: Toyota Hybrid Electric Technology Conference – Promotion of sustainable mobility and low CO2 emission transportation through adoption of Hybrid Electrified Vehicles ("HEV") in the country and launch of Toyota Corolla Altis HEV – ran by internal combustion engine and an electric motor which has significantly lower CO2 emission than conventional cars;

2. Challenge 4: Minimizing and Optimizing Water Usage: Installed Membrane Bioreactor (MBR) in TMP’s Wastewater Treatment Plant (WWTP) to increase the treatment capacity from 35 m3/hr to 55 m3/hr and improve the quality of effluent;

3. Challenge 6: Establishing a Future Society in Harmony with Nature: Nationwide Mangrove Planting of 40,000 seedlings through TMP volunteers, TMP Dealer Network, Mr. Ernie Gawilan and SYI Team – linked with the Start Your Impossible (SYI) Project; and

4. All Toyota Green Wave Project, a year-round mangrove/tree planting and river/coastal cleanup activity participated by TMP’s value chain where 5,370 trees were planted and 1,149 kg wastes were collected.

High environmental performance and sustainable practices of dealers are likewise ensured through Dealer Environment Risk Assessment Program (DERAP) that paved the way for the ISO14001:2015 certification of 61 dealerships to date. Also, as part of greening the supply chain, suppliers are enjoined to strictly follow the Toyota Green Purchasing Guidelines which promote activities related to ISO 14001 certification, CO2 emission and water consumption reduction, recycling, SoC- free chemicals management and corporate social responsibilities activities. There are 29 ISO14001:2015 certified suppliers as of 2019.

To achieve the objectives in environmental protection, strict compliance with the requirements of the Department of Environment and Natural Resources ("DENR"), Laguna Lake Development Authority ("LLDA"), and other regional and local government agencies is ensured.

TMP actively promotes environmental awareness among its value chain through the celebration of Toyota Global Environment Month held every June. As part of the celebration, TMP launched the ECO Driving Video, H2O Fair, Renewable Energy Seminar, Energy Management Learning Session at MERALCO Museum, Tree Planting, River Clean-Up, Water Conservation Film Showing, ECO Bazaar, and Slogan Making and Social Media Contest.

 

Toyota Manila Bay Corporation

Toyota Manila Bay Corporation ("TMBC") has a high regard for environmental awareness, safety, and health, which is visible in the firm’s mission statement to contribute to the growth of the city, society, and the automotive industry. To address all stakeholders’ welfare, health, and safety, TMBC provides safe and secure facilities which are compliant with the standards of the Department of Labor and Employment ("DOLE") and National Building Code such as, among others, the availability of lactation room, customer lounge, CCTV cameras, 24/7 security and housekeeping team, fire protection system, exhaust blowers, fresh air fans, and pressurization blower.

To save on water consumption, most of TMBC’s facilities operate a zero-discharge water treatment facility where recycled water is used for flushing of water closets. Variable Refrigerant Volume (VRF) is also used as air- condition system to precisely regulate temperature within the building for it to be energy efficient.

TMBC likewise rolled-out the following policies and programs:

1. Implementing energy and water conservation programs, including the creation of committees on waste and hazardous waste, chemical control, and atmosphere control in accordance to ISO 14001-2015 standards;

2. Compliance to ISO 14001-2015 standards for Toyota Abad Santos and TDM. TMB, TMK and TCI secured their ISO 14001-2015 certification on 10 July 2019;

3. 5S patrol;

4. Adoption of an accreditation policy where TMBC can only engage with accredited suppliers/vendors, including compliance with all local and national policies;

5. Launching of activities by the HR Department through TMBC’s Purple Heart’s Club that support communities where the dealerships are located, such as, among others;

a. Brigada Eskwela;

b. Donation of used oil;

c. Blood donation; and

d. Support for Paru-paru Festival in Dasmarinas City.

6. Conducting annual facility audit of the transporter/treater of used oil and filters through its Environment Safety and Health Section to ensure that third-party vendor complies with LLDA and DENR’s implementing rules and regulations;

7. Authorized drivers’ accreditation program wherein only those who passed TMBC’s written and simulation exam can be issued an authorization ID to drive TMBC vehicles; and

8. Rolling-out of the 8-hour mandatory safety and health seminar to all team members as required by DOLE beginning February 2020 onwards.

 Federal Land, Inc. 

Federal Land takes an active stance in the development of programs aimed at strengthening its relationships with its customers, business partners, suppliers/ contractors, the local and national government, its employees and affiliate companies, and the local communities where it operates in.

Federal Land designs and operates every project with infrastructure, amenities, and services necessary for the well-being of its clients. These include technical safety aspects such as structural systems, fire protection, air quality, and noise abatement. Furthermore, Federal Land provides health and wellness amenities as well as support facilities like convenience shops, healthcare, banking, and other services wherever possible. To ensure continuity and excellence in client services, Federal Land maintains a feedback system with customers to either validate the provision of services, or identify gaps in their delivery.

On supplier/contractor selection process, Federal Land has policies in place to meet time, quality, and cost expectations. These policies continuously evolve to meet changing requirements and/or regulatory updates. These include but are not limited to:

• Clear accreditation processes for new suppliers and contractors;
• Transparent procurement policies overseen by FLI’s Bidding Committee; and
• fair and regular evaluations in review of suppliers/contractors performance.

To ensure that its value chain is environmentfriendly and sustainable, Federal Land develops and delivers projects that promote energy and natural resource conservation. Its efforts include:

  • compliance with the Philippine Green Building Code and local city regulations from design to construction;
  • rain water recycling system for irrigationpurposes of landscaped gardens in theprojects; and

  • strategic usage of "low e-glass", LED lighting,and pass ive cooling to promote energy efficiency, where practical.

Beyond structures, Federal Land believes in investing in societal development and nationbuilding. Federal Land, through its corporate social responsibility arm M.O.V.E. (Make Our Volunteerism Enrich Lives), collaborates with other organizations within the Group in their socio-civic programs. Among its more recent initiatives are:

  • "Founder’s Run," initiated by Manila Tytana Colleges in support of the college’s athletics scholarship program;
  • "Pass the Vakul for Itbayat," initiated by Manila Doctors Hospital in support of the victims of Batanes earthquake;

  • "Guro, Pulis at Sundalo na may Galing, Puso at Sigasig (GPS2)," initiated by Metrobank Foundation, Inc. ("MFI") in support of the displaced children of Marawi siege; and

  • Brigada Eskwela at Ciriaco P. Tinga Elementary School in Taguig City.

 Others 

Integral to GT Capital’s business is corporate social responsibility and environmental sustainability. The commitment of GT Capital is seen in the activities of the entire Group, in particular, MFI and GT Foundation, Inc. ("GTFI"). MFI aims to contribute to achieving sustainable and developed communities while recognizing the efforts of individuals who are integral to nation-building. GTFI invests in strategic programs that advance the development of underprivileged communities. The advocacies of the Group are discussed in the Corporate Social Responsibility section while specific activities of MFI and GTFI are discussed in the Component Company Highlights section of the Annual Report.

GT Capital’s Purple Hearts’ Club was established in 2018 to be the Corporation’s social responsibility arm. It aims to train and develop employees to become socially responsible leaders and is tasked with developing and implementing the corporate social responsibility programs of the Corporation. In 2019, it has undertaken the following endeavors:

  • Participated in the annual Bags of BlessingsProgram of GTFI and MFI;
  • Participated in Brigada Eskwela in partnership with Manila Doctors Hospital CSR Office;

  • Partnered with AHA Learning Center for Ang Teacher Kong Mahal Project by sponsoring two teachers (missionary volunteers) for S.Y. 2019-2020;

  • Participated in Pass the Vakul for Itbayat Project of Manila Doctors Hospital through cash donation;

  • Supported the Surgical Mission of Manila Doctors Hospital in Western Visayas through cash donation;

  • Participated in MFI’s Call for Donation for Cotabato Project through cash donation; and

  • Celebrated a Christmas Party and distributed Noche Buena baskets for the children of Our Lady Queen of Peace Parish in Bacoor, Cavite.

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)

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


DAVID LOUIS AUGUSTUS B. DE JESUS
Investor Relations and Strategic Planning Officer
T: (632) 8836 4500
E: david.dejesus@gtcapital.com.ph

 

BRUCE RICARDO O. LOPEZ, CFA
Investor Relations and Strategic Planning Officer
T: (+632) 8836 4500
E: bruce.lopez@gtcapital.com.ph

 

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


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

 

The following is GT Capital’s 2019 Investor Relations Calendar of Events: *

 

Date

Event

Venue

10-12 January

DBS Vickers/First Metro Securities Pulse of Asia Confere

The Fullerton Hotel, Singapore

22-23 January

JP Morgan Philippines Conference

Shangri-La Hotel Makati

4 February

GT Capital Photoshoot for Annual Report 2017

GT Tower Penthouse

28 February-01 March

UBS CEO/CFO Philippines Forum

Manila Peninsula, Makati

03 April

Full Year 2018 Briefing

Grand Hyatt Manila, Bonifacio Global City, Taguig

09 May

2018 Annual Stockholders’ Meeting

Metrobank Plaza, Makati

18 May

Sponsorship of BusinessWorld ASEAN Regional Forum

Grand Hyatt Manila, Bonifacio Global City, Taguig

25 July

2018 GT Capital In-House Corporate Governance Seminar

GT Tower International, Makati

15 August

First Half 2018 Analyst and Media Briefing

GT Tower International, Makati

 

16 August

Group Conference Call with International Institutional Investors

GT Tower International, Makati

 

27-29 August

Macquarie ASEAN Conference

Fullerton Hotel, Singapore

30-31 August

GT Capital non-deal roadshow, hosted by UBS Securities Philippines

Various locations, Hong Kong SAR, People’s Republic of China

11-25 September

Synergy Interviews with Component Company Senior Executives

Various locations, Metro Manila

3-4 October

Deutsche Bank dbAccess Conference 2018

Manila Peninsula, Makati

9 October

Sponsorship of Institute of Corporate Directors Sustainability and Corporate Governance Conference 2018

Dusit Thani Hotel, Makati

9 November

GT20 Presidential Forum

Grand Hyatt Manila, Bonifacio Global City, Taguig

9 November

Nine Months 2018 Analyst and Media Briefing

Grand Hyatt Manila, Bonifacio Global City, Taguig

16 November

Company Orientation of GT Capital Independent Director Rene J. Buenaventura

GT Tower International, Makati

21 November

Economic Briefing with Cielito Habito, PhD, Ateneo de Manila
University

GT Tower International, Makati

19-28 November

Strategic Planning Week 2018

GT Tower International, Makati

27-28 November

GT Capital 2018 Strategic Planning Plenary Conference

GT Tower Int’l, Makati (Day 1) Tagaytay, Cavite (Day 2)

1 January – 31 December

45 One-on-one meetings with investors and research analysts

Metro Manila, Philippines

1 January – 31 December

42 Conference calls with investors and research analysts

GT Tower International, Makati

1 January – 31 December

7 Total conference and roadshows participated in; met 113 institutions and 158 individuals

Metro Manila, Philippines

1 January – 31 December

8 Site visits to component companies

Lancaster New City, Cavite, Toyota Manila Bay dealership,
Metro Park, Bay Area, Pasay, Toyota Dasmarinas dealership, Dasmarinas, Cavite, Toyota Global City dealership, Bonifacio Global City, Toyota Makati dealership, Makati, Grand Hyatt Manila, Bonifacio Global City, Taguig

 

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