As a domestic company with shares listed on the Philippine Stock Exchange (PSE), we are in compliance with all relevant corporate governance standards applicable to listed companies.
Previously, the PSE required all listed companies to disclose their corporate governance practices each year in the PSE Corporate Governance Guidelines Disclosure Survey apart from what was required by the SEC in the Annual Corporate Governance Report, the annual reports or management information and proxy circular. To comply with this PSE requirement, listed companies would fully and completely describe their system of corporate governance and compare their practices against each of the 10 guidelines set out in the PSE Corporate Governance Guidelines Disclosure Survey. When comparing their practice to a guideline, listed companies need to explain:
- how their practice complies with the guideline, or;
- how their practice differs from the guideline and why, or;
- why the guideline doesn’t apply to the company.
We believe that good disclosure effectively communicates detailed information about our system of governance. By addressing each of the 10 guidelines in the PSE Corporate Governance Guidelines Disclosure Survey, we are able to describe:
- the duties, expectations and objectives of our Board of Directors and Committees;
- the composition of our Board of Directors;
- how we ensure that we take the interests of minority shareholders into account;
- the structures and processes in place to make sure the Board functions independently of management;
- how the Board tries to enhance its performance; for example, by assessing the performance of the Board, its Committees, individual directors and the President and CEO;
- how we deal with shareholders’ concerns and feedback.
Following the issuance of the SEC CG Blueprint in 2015 and the Code of Corporate Governance for Publicly-Listed Companies in 2016, the SEC and PSE rationalized requirements with respect to the Annual Corporate Governance Report (ACGR) and the PSE CG Guidelines Disclosure Survey. This resulted in a new report which supersedes both the ACGR and the PSE CG Guidelines Disclosure Survey: the Integrated Annual Corporate Governance Report (I-ACGR).
SEC Memorandum Circular No. 15, Series of 2017 and PSE Memorandum CN No. 2017-0079 mandate all companies listed in the Philippine Stock Exchange to submit the I-ACGR on or before May 30th of every year and every year that the company remains listed on the PSE.
The I-ACGR covers:
- Recommendations from SEC CG Code for Publicly-Listed Companies
- Supplemental provisions from PSE CG Guidelines Disclosure Survey
- Additional requirements not in SEC CG Code/PSE CG Guidelines but expected of PLCs
- Requirements from ASEAN CG Scorecard (optional)
The new I-ACGR can be viewed elsewhere on the website by clicking the link to the Integrated Annual Corporate Governance Report. The previous current PSE Corporate Governance Guidelines Disclosure Survey report may be read here. The Survey can also be accessed in the Company Disclosures section of the PSE EDGE.