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Corporate Governance

2014 Revised Manual on Corporate Governance

The Company’s Code of Business Conduct and Ethics

The following is a concise presentation of the Company’s policies on business conduct and ethics affecting its directors, senior management, and employees:

Business Conduct & Ethics Directors Senior Management Employees
(a) Conflict of Interest The Company requires disclosing any circumstance or situation that may later give rise to conflict of interest. The Company requires disclosing any circumstance or situation that may later give rise to conflict of interest. The Company requires disclosing any circumstance or situation that may later give rise to conflict of interest.
(b) Conduct of Business and Fair Dealings The Company adheres to the principle of fairness in the conduct of its business and dealings. The Company adheres to the principle of fairness in the conduct of its business and dealings. The Company adheres to the principle of fairness in the conduct of its business and dealings.
(c) Receipt of gifts from third parties The Company requires disclosure and regulates the receipt of gifts from third parties. The Company requires disclosure and regulates the receipt of gifts from third parties. The Company requires disclosure and regulates the receipt of gifts from third parties.
(d) Compliance with Laws & Regulations The Company requires compliance with applicable laws and regulations. The Company requires compliance with applicable laws and regulations. The Company requires compliance with applicable laws and regulations.
(e) Respect for Trade Secrets/Use of Non-public Information The Company treats as confidential trade secrets and regulates use of non-public information. The Company treats as confidential trade secrets and regulates use of non-public information. The Company treats as confidential trade secrets and regulates use of non-public information.
(f) Use of Company Funds, Assets and Information The Company only allows the authorized use of its funds, assets and information. The Company only allows the authorized use of its funds, assets and information. The Company only allows the authorized use of its funds, assets and information.
(g) Employment & Labor Laws & Policies The Company requires compliance with laws, rules and policies on employment and labor. The Company requires compliance with laws, rules and policies on employment and labor. The Company requires compliance with laws, rules and policies on employment and labor.
(h) Disciplinary action The Company enforces its rules and regulations. The Company enforces its rules and regulations. The Company enforces its rules and regulations.
(i) Conflict Resolution Undertaken by the Board of Directors. Undertaken by the Administration Department. Undertaken by the Administration Department.

The Company’s code of conduct, which is embodied in the Company Rules and Regulations, is personally furnished to all directors, senior management and employees.

The Company acts immediately on all complaints for alleged violations of the Company Rules and Regulations and imposes the corresponding penalty after observance of due process.


Annual Corporate Governance Report

  1. ACGR for 2014
    ACGR for 2012
  2. Updates and Changes as Of December 31, 2013
    Board Attendance 2013
    SEC Form 17C – Election of Registrant’s Officers
  3. Consolidated Changes in the ACGR for 2013
  4. Updates and Changes as of present date
    SEC Form 17C – Election of Registrant’s Officers
    Board Attendance 2014
  5. Consolidated Changes in the ACGR for 2014

The Company’s Board Committees

The Company has the following Board Committees:

  1. Executive Committee;
  2. Audit Committee;
  3. Nomination Committee; and,
  4. Compensation and Remuneration Committee.

The respective members of the Company’s Board Committees are as follows:

Executive Committee

  1. Mr. Basilio C. Yap – Chairman
  2. Atty. Hermogenes P. Pobre – Member
  3. Dr. Emilio C. Yap III – Member
  4. Atty. Francis Y. Gaw – Member
  5. Mrs. Paciencia M. Pineda – Member

Audit Committee

  1. Chief Justice Hilario G. Davide, Jr. – Chairman
  2. Dr. Esperanza I. Cabral – Member
  3. Atty. Hermogenes P. Pobre – Member

Nomination Committee

  1. Atty. Hermogenes P. Pobre – Chairman
  2. Secretary Alberto G. Romulo – Member
  3. Dr. Enrique Y. Yap, Jr. – Member

Compensation and Remuneration Committee

  1. Mrs. Paciencia M. Pineda – Chairperson
  2. Atty. Hermogenes P. Pobre – Member
  3. Dr. Esperanza I. Cabral – Member

The respective charters of the Company’s Board Committees are provided hereunder:

Executive Committee

The role and responsibilities of the Executive Committee are established by the Board of Directors. The executive committee constitutes the Company’s top management. The Executive Committee is authorized by the Board to dispose properties acquired through exchange deals and barter agreements.

Audit Committee

The Audit Committee Charter sets out the policies, responsibilities and authority of the Company’s Audit Committee and the procedures that shall guide its’ functions, including the rules governing the Committee.

Nomination Committee

The Nomination Committee supports and advises the Board in relation to the selection and appointment of Directors who are able to meet the needs of the Company, and the ongoing evaluation and review of the performance of the Board of Directors.

Compensation and Remuneration Committee

The Compensation and Remuneration Committee assists the Board to fulfill its responsibilities to shareholders and regulators in relation to the remuneration within the Company.

AUDIT COMMITTEE CHARTER


The Company’s Corporate Social Responsibility Initiatives

Manila Bulletin Publishing Corporation gives assistance to typhoon and other calamity victims with food and clothing through the Philippine Red Cross, as well as, conducts fund drives in cash, food, clothing etc., which are also turned over to the Philippine Red Cross.

The Company supports fun runs organized by different organizations including the National Fun Run of the Phil Health to promote well-being.

The Company continued with its involvement in inspiring the youth with its annual Christmas tree making competition. It also partnered with Komikan, Inc., a non-profit cultural organization to promote the awareness of reading of past and present Filipino Komiks in the Philippines. It continued with its Sketchfest project, an on-the-spot drawing competition for amateur artists. It also organized the MB Campus Journalism Forum to reacquaint the young generation with the importance of reading print media. All these projects are directed to promote creativity and artistic aptitude of the young and the not so young with hidden talents.


The Company’s Risk Management System

The Board is responsible for the identification of key risk areas and performance indicators, monitoring these factors with due diligence to enable the Company to anticipate and prepare for possible threats to its operational and financial viability. These include:

Risk Exposure

Risk  Management Policy

Objective

Credit Risk The Credit Committee has established a credit policy under which each new customer is analyzed individually for credit worthiness before the Company’s standard payment and conditions are offered. Customers that fail to meet the Company’s benchmark creditworthiness may transact with the Company only on a prepayment basis.
Liquidity Risk Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 30 days, including the servicing of financial obligations.  This excludes the potential impact of extreme conditions that cannot be reasonably predicted, such as natural disasters. To be able to meet the Company’s financial obligations as they fall due. 

 

Market Risk The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s short-term and long-term debt obligations.  The Company’s policy is to manage its interest cost using a mix of fixed and variable rate debt. To manage and control market risk exposures within acceptable parameters, while optimizing the return on risk.

The Company has set-up the following control systems to assess, manage and control the main issues affecting its operations:

Risk Exposure

 

 

Risk Assessment

(Monitoring and Measurement Process)

Risk Management and Control

(Structures, Procedures, Actions Taken)

Credit Risk Submission of monthly reports of credit sales and payments. Establish credit limits and compliance for each customer.
Liquidity Risk Preparation of daily cash position. Purchase of foreign exchange for importation of materials and supplies covered by peso credit facilities from banks and with insurance coverage.
Market Risk Regular monitoring of interest rates; range as established by the Bangko Sentral ng Pilipinas. Management of interest cost as determined by the prevailing bank rates.

The following Company committees are in charge of laying down and supervising the control mechanisms:

Committee/Unit

Control Mechanism

Details of its Functions

Executive Committee Compliance with established checks and controls. Ensures compliance.
Audit Committee Submits reports on compliance or deviations. Ensures compliance.

Company’s Policies

  1. Whistle-blowing Policy

    The Company will assist individual employees to disclose information relevant to suspected misconduct, malpractice or irregularity through a confidential reporting channel.

  2. Conflict of Interest Policy

    It is the responsibility of each director and senior manager to promptly notify the Board, through the Company’s Corporate Secretary, of any actual or potential conflict of interest as soon as they become aware thereof.

    A transaction characterized by an actual or potential conflict of interest should be brought before the Audit Committee, which will determine if such transaction will benefit the Company. The Audit Committee shall then present the matter to the Board for discussion.

  3. Insider Trading Policy

    The Company adheres to the rules and regulations governing insider trading.

  4. Related Party Transactions Policy

    The Company regulates related party transactions. Prompt notice of related party transactions is required to be given to the Board, which in turn reviews and decides whether to approve, ratify, disapprove or reject the same.

  5. Policy and Data Relating to Health, Safety and Welfare of Employees

    The Company requires compliance with laws, rules and policies on employment and labor. The Company sponsors trainings and seminars for its employees, thru the Human Resource Development Section of the Administration Department.