Manual on Corporate Governance
The Securities and Exchange Commission (“SEC” or “Commission”) has been instituting structural reforms and has begun to develop a comprehensive strategy to raise the standards of corporate governance, with the purpose of building investor confidence, developing capital market, and helping achieve high sustained growth for the corporate sector and the economy.
In 2016, the SEC issued Memorandum Circular No. 19 on Code of Corporate Governance for Publicly-Listed Companies. In compliance with the Memorandum Circular, GT Capital adopted a Manual on Corporation Governance as a single point of reference of the processes within the Corporation and the guiding principles to be followed in carrying out its business.
The Manual contains, among others, the duties and responsibilities of the Board of Directors and key officers, the charters and functions of Board Committees, investors' rights and protection, and penalties for non-compliance.
Code of Ethics
GT Capital’s Code of Ethics guides its directors,officers, and employees in the conduct of business according to the highest ethical standards, anchored on its corporate core values of integrity, excellence, respect, entrepreneurial spirit, and commitment to value creation.
The Code of Ethics is implemented through the Manual, Whistleblowing Policy, Code of Discipline of Employees, and the Policies and Procedures Manual of each department. These documents have been distributed to and are readily available for access of all directors, officers, and employees through the website, and by request from the Legal and Compliance Department, or the Human Resources (“HR”) and Administration Department. They are also reviewed on an annual basis in the context of evolving best practices and changing regulations.
GT Capital’s HR and Administration Department, in coordination with the relevant heads of other departments, monitors and ensures compliance with the aforementioned policies and if necessary, imposes the appropriate disciplinary action. In addition, each department is audited by GT Capital’s Internal Audit Department to verify observance of the relevant policies.
Code of Discipline and Anti-corruption Programs
The Code of Discipline ensures that employees of GT Capital conduct its business affairs with honesty and integrity by setting forth rules and regulations that promote the general principles in GT Capital’s Code of Ethics. This creates a more meaningful integration of the principles of professionalism, high ethical standards, discipline, integrity, and honesty in its corporate culture. For instance, bribery and offering or accepting anything of value for personal gain in the conduct of official business is considered a serious offense with a penalty of dismissal under the Code of Discipline.
The Code of Discipline has been distributed to all employees of GT Capital. The HR and Administration Department is responsible for monitoring and implementing the Code of Discipline. There have been no major violations since its adoption in 2013.
GT Capital’s Whistleblowing Policy ensures that it maintains the highest standards of transparency, probity, and accountability; as well as its policy against illegal and fraudulent practices, and unethical conduct by members of the Board, officers, and employees.
The Whistleblowing Policy clearly defines who qualifies as a whistleblower; outlines a procedure for reporting in good faith acts and omissions that violate any law, rule or regulation or that constitute unethical conduct or fraudulent accounting, among others; and provides protection for the whistleblower through provisions on confidentiality and non-retaliation. The Whistleblowing Policy is accessible through the GT Capital website, and is also attached to GT Capital’s Manual.
Reports by stakeholders, including employees, may be submitted by e-mail to firstname.lastname@example.org or directly in writing to the Chief Audit Executive (“CAE”). The CAE may then investigate the report, appoint an investigating officer, create a Special Task Force (internal or outsourced) to investigate the matter independently, or elevate the report to the Discipline, Ethics, and Values Committee composed of the CAE and the respective heads of the HR and Administration Department and Legal and Compliance Department. Investigations shall be completed within sixty (60) calendar days from receipt of the report by the CAE.
The anonymity of the whistleblower is protected, and his identity shall not be revealed without his explicit consent while the investigation is ongoing. Retaliation against an employee whistleblower through punitive transfers, harassment, reduced duties or hours, withholding of professional promotion or training, or other reprisal tactics is prohibited, and disciplinary action may be commenced against an officer or employee who has engaged in retaliatory conduct in violation of the Whistleblowing Policy.
Policy on Conflicts of Interest
Under GT Capital’s Manual, directors are prohibited from using their position to profit or gain benefits or advantages for themselves or their related interests, and are obliged to avoid situations which may compromise their impartiality. If an actual or potential conflict of interest arises, the conflicted director is required to fully and immediately disclose such conflict of interest and abstain from participating in the Board discussion of that item on the agenda.
Insider Trading Policy
Directors, principal officers, and employees are duty bound to keep secure and confidential all non-public information which they may acquire or learn by reason of their position and are prohibited from dealing in GT Capital shares from the time they receive or become aware of material non-public information and for up to two full trading days after its disclosure to the investing public (the “Blackout Period”). A director convicted of insider trading shall be removed from his position while officers and employees shall be subject to dismissal.
Outside the Blackout Period, in compliance with PSE’s Revised Disclosure Rules and the Implementing Rules and Regulations of the Securities Regulation Code, GT Capital requires its directors, principal officers, and its principal stockholder, Grand Titan Capital Holdings, Inc., to report any acquisition or disposal of GT Capital shares on the same day as the transaction. The appropriate disclosures are submitted to the PSE and SEC (through SEC Form 23-B) before the relevant information is posted on GT Capital’s website.
In 2016, GT Capital submitted details on all transactions made by insiders and has not been penalized for any violation of applicable laws, rules, and regulations in relation to insider trading.
GT Capital implements policies and procedures to prevent risk exposure related to unreasonable spending. The Corporation has a list of accredited suppliers for office supplies and equipment which were screened to provide competitive prices. Contracts for availment of crucial services are reviewed and approved by the Bids and Awards Committee or the Executive Committee in case of extraordinary service engagements.