Corporate Governance

Overview of Sta. Lucia Land's Corporate Governance. We maintain the high standard of corporate governance on which we manage risk and build trust to stakeholders. (Updated June 2, 2017)

MANUAL ON CORPORATE GOVERNANCE

CODE OF BUSINESS CONDUCT AND ETHICS

Conduct of Business and Fair Dealings: Deal honestly and ethically with customers, suppliers, competitors, employees and other stakeholders on behalf of the Company in all matters.

Receipt of gifts from third parties: The fundamental principle is that no director and employee should do anything which might give rise to the impression that he or she has been or might be influenced by a gift or hospitality or other consideration to show bias for or against any person or organization while carrying out official duties.

Conflict of Interest : In case of an actual or potential conflict of interest on the part of a director, he should fully and immediately disclose it and should not participate in the decision-making process. A director who has a continuing material conflict of interest should seriously consider resigning from his position. In case of an actual or potential conflict of interest on the part of an employee, he should fully and immediately disclose it.

Compliance with Laws & Regulations:
The Board of Directors ensures that the Corporation complies with all relevant laws, regulations and codes of best business practices.

All employees are directed to comply with all relevant laws, regulations and codes of best business practices.

Respect for Trade Secrets/Use of Non-public Information: Board members are reminded not to disclose any confidential, proprietary or trade secret information without specific written approval by an authorized company representative.

During employment, no employee shall disclose any confidential, proprietary or trade secret information without specific written approval by an authorized company representative.

Use of Company Funds, Assets and Information : Company funds are to be used only for authorized and bona fide business purposes.

Employment & Labor Laws & Policies: The Company assures the rights of employees to self organization, collective bargaining, security tenure and a just and humane conditions of work.


Disciplinary action :
Disciplinary action taken should be within the premise of just cause with unsatisfactory job performance and unacceptable personal conduct.

Conflict Resolution :
The Corporation shall establish and maintain an alternative dispute resolution system that can amicably settle conflicts or differences between the Corporation and its stockholders, and the Corporation and third parties, including the regulatory authorities.

The Revised Manual on Corporate Governance has been disseminated to all directors, senior management and employees.

The Corporation has complied, and will continue to comply, with the leading practices and principles on good corporate governance, as set forth in the Corporation’s Manual on Corporate Governance in compliance with SEC Memorandum Circular No. 2, Series of 2009. The Corporation monitors compliance through its Compliance Officer, Mrs. Mariza R. Santos-Tan, who submits a certificate to the SEC attesting to the Corporation’s compliance.

Please refer to the Sta. Lucia Land Inc. – Annual Corporate Governance Report 2015

ANNUAL CORPORATE GOVERNANCE REPORT (AGCR)

Board Committees

Board of Directors

  • Santiago Cua
  • Antonio D. Robles
  • Aurora D. Robles
  • Exequiel D. Robles
  • Vicente R. Santos
  • Orestes R. Santos
  • Mariza Santos-Tan
  • Osmundo C. De Guzman, Jr. – Independent Director
  • Ferdinand R. Guiang – Independent Dir3ctor

Board Committees and Members

    Audit Committee

    • Chairman: Jose Fernando R. Guiang (Independent Director)
    • Members: Orestes R. Santos (Director) and Antonio D. Robles (Director)

    Nomination Committee

    • Chairman: Jose Fernando R. Guiang (Independent Director)
    • Members: Marissa Santos-Tan (Director) and Aurora D. Robles (Director)

    Compensation and Remuneration Committee

    • Chairman: Osmundo C. De Guzman Jr. (Independent Director)
    • Members: Vicente R. Santos (Director) and Antonio D. Robles (Director)

    Executive Committee

    • Chairman: Exequiel D. Robles (Director)
    • Members:
      Vicente R. Santos (Director)
      Marissa Santos-Tan (Director)
      Aurora D. Robles (Director)
      Antonio D. Robles (Director)

Audit Committee
The Audit Committee shall be composed of at least three (3) board members preferably with accounting and finance background, one of whom shall be an independent director and another should have related audit experience. The Chairman of this committee should be an independent director.

Please refer to the Audit Committee Charter
Sta. Lucia Land Audit Committee Charter – 2 Oct 2012

Nomination Committee

The Nomination Committee shall have at least three (3) voting members one of whom shall be an independent director.

The Nomination Committee shall have the following specific functions:

  • It shall pre-screen and prepare a short list of all candidates to become a member of the Board of Directors in accordance with the qualifications and disqualifications prescribed in the Revised Manual on Corporate Governance.
  • In consultation with the executive or management committee/s, redefine the role, duties and responsibilities of the CEO by integrating dynamic requirements of the business as a going concern and future expansionary projects within the realm of good governance at all times.
  • The Nomination Committee shall consider among others, the following guidelines in the determination of the number of directorships of the Board:
    • The nature of the business of the corporations which he is a director
    • Age of the director
    • Number of directorships/active memberships and officer ships in other corporations or organizations and;
    • Possible conflict of interest
  • The optimum number shall be related to the capacity of the director to perform his duties diligently in general
  • Develop a form on Full Business Interest Disclosure as part of the pre-employment requirements for all incoming directors, which among others, compel all directors to declare under the penalty of perjury all their existing business interests or shareholdings that may directly or indirectly conflict with the performance of their duties as directors once elected.

Compensation and Remuneration Committee

The Compensation and Remuneration Committee shall have at least three (3) members, one of whom shall be an independent director.

The Compensation and Remuneration Committee shall establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of corporate officers and directors, if any, and provide oversight over remuneration of senior management and other key personnel ensuring that compensation is consistent with the Corporation’s culture, strategy and control environment.

Executive Committee (Please refer to the Amended SLI By-Laws June 20, 2016)
SLI By-Laws

The Executive Committee shall be composed of not less than three (3) members of the Board of Directors who shall be designated by the Board.

Executive Committee may by act, by majority vote of all of its members, on such specific matters within the competence of the Board of Directors except with respect to the following:

  • Approval of any action for which stockholder’s approval is also required
  • Filling of vacancies in the Board
  • Amendment or repeal of by-laws of the adoption of new by-laws
  • Amendment or repeal of any resolution of the Board which by its express terms is not so amenable or repealable
  • Distribution of cash dividends to the stockholders
  • Other such matters as may be specifically excluded or limited by the Board of Directors

Corporate Social Responsibility

THE SHELTERING TREE: Corporate Social Responsibility

While the Sta Lucia Group takes pride in the fact that its tree grows ever taller and wider, countless individuals would be more grateful of its growing canopy–providing protection and shelter–during life’s harshest moments.

For the past 40 years, Sta Lucia Group has established, and maintained, a number of corporate social responsibility (CSR) programs that have addressed specific needs of the various sectors of our society.In particular, our CSR programs have focused on two key sectors: The Family and environment, and; Sports development.

In our CSR programs for the family and the environment, the Sta Lucia Group, for 10 years, has consistently sponsored the Kiwanis’ annual Christmas parties for underprivileged kids, helping provide food, gifts, games, and free movie showing treats in Sta Lucia Mall.

Sta Lucia Mall has also opened the Caritas Charity Store, which sells donated goods, the entire proceeds of which go to Caritas Manila.

The Sta Lucia Group has taken care of the Filipino family in times of the worst natural calamities.

In 2009, at the height of Typhoon Ondoy’s devastation, Sta Lucia Mall became a safe haven for affected families in its immediate vicinity. The stores were opened the day after the storm passed, to serve those who took shelter in the mall.

And even in other areas where the strongest tropical cyclones pass and leave destruction in their wake, the Sta Lucia Group has extended its helping arms. This was what it did for Davao and Iloilo when these two places were hit hardest by Typhoon Pablo in 2012.

Sta Lucia has also conducted regular activities designed to improve the quality of life of participants. These include annual earthquake drills, 100 free eye operations under the Sta Lucia Healthcare program, Grandparents’ Day in malls, and Christmas decor recycling that Sta has maintained for 10 years.

For its sports development programs, the Sta. Lucia Group has sponsored a basketball team to provide employment to qualified players under the Pilipinas Commercial Basketball League (PCBL)



RISK MANAGEMENT SYSTEM

Overall risk management philosophy of the company

The Board and Management believe that ‘risk management’ should be an essential part of the planning and operations process of the Company in order to meet corporate goals and objectives.

  • The Risk Management system is reviewed annually.
  • A Risk Management Plan is updated to determine whether the risks identified, assessed, quantified and aggregated remain current and are among the key risks priorities. Measures and/ or controls identified to address these key risk priorities are evaluated if still effective in mitigating subject risks. Risk monitoring and reporting activities are reviewed to ensure its effectiveness such that these risks priorities and control activities are optimized and utilized to help Management meet its goals and objectives.

RISK POLICY

Credit Risk

  • Risk Management: The Group’s credit risk management includes the process of analysis prior to taking decisions, the decision-making itself, the instrumentation and monitoring of the transactions formalized and their recovery. The Board Risks Committee analyses and, where appropriate, authorizes the risk proposals whose volume may compromise the Group’s solvency and capital adequacy or the recurrence of its earnings. It does the same for other risk proposals that might present potential operational risks or reputational risks in the terms established by the Executive Committee.
  • Policy Objective: Realize profits thus becoming a dependable partner to our clients

Structural interest risk

  • The management balance sheet exposure to interest risk aims to keep exposure at levels with the Group’s strategy and risk profile when market interest rates change. With this aim, it actively manages the balance sheet by trading to optimize the level of risk incurred with regard to expected earnings and to comply with the highest level of tolerable risk.
  • To improve cash flow to generate more investible funds

COMPANY’S POLICIES

1. Whistle Blowing Policy

  • Human Resource Department provides an avenue for employees to raise concerns and reassurance that they will be protected from reprisals or victimization for whistle blowing.
  • 2. Conflict of Interest Policy

  • In case of an actual or potential conflict of interest on the part of a senior management personnel , he should fully and immediately disclose it and should not participate in the decision-making process.
  • In case of an actual or potential conflict of interest on the part of an employee he should fully and immediately disclose it.

  • In case of an actual or potential conflict of interest on the part of a director, he should fully and immediately disclose it and should not participate in the decision-making process. A director who has a continuing material conflict of interest should seriously consider resigning from his position.
  • Mechanism to detect, determine and resolve any possible conflict of interest between the company and/or its group and their directors, officers and significant shareholders.
  • Company/Group: The basic principle to be observed is that a director should not use his position to profit or gain some benefit or advantage for himself and/or his related interests. He should avoid situations that may compromise his impartiality. If an actual or potential conflict of interest may arise on the part of a director, he should fully and immediately disclose it and should not participate in the decision-making process. A director who has a continuing material conflict of interest should seriously consider resigning from his position. A conflict of interest shall be considered material if the director’s personal or business interest is antagonistic to that of the Corporation, or stands to acquire or gain financial advantage at the expense of the Corporation.
  • 3. Insider Trading Policy
    Respect for Trade Secrets/Use of Nonpublic Information

  • Board members are reminded not to disclose any confidential, proprietary or trade secret information without specific written approval by an authorized company representative.
  • During employment, no employee shall disclose any confidential, proprietary or trade secret information without specific written approval by an authorized company representative.
  • 4. Related Party Transactions Policy

  • Parent Company: The Corporation reports and discloses all related party transactions in accordance with the PSE and SEC Disclosure Rules.
  • Joint Ventures: The Corporation reports and discloses all related party transactions in accordance with the PSE and SEC Disclosure Rules.
  • Subsidiaries: The Corporation reports and discloses all related party transactions in accordance with the PSE and SEC Disclosure Rules.
  • Entities Under Common Control: The Corporation reports and discloses all related party transactions in accordance with the PSE and SEC Disclosure Rules.
  • Substantial Stockholders: The Corporation reports and discloses all related party transactions in accordance with the PSE and SEC Disclosure Rules.
  • Officers including spouse/children/siblings/parents: The Corporation reports and discloses all related party transactions in accordance with the PSE and SEC Disclosure Rules.
  • Directors including spouse/children/siblings/parents: The Corporation reports and discloses all related party transactions in accordance with the PSE and SEC Disclosure Rules.
  • Interlocking director relationship of Board of Directors: The Corporation reports and discloses all related party transactions in accordance with the PSE and SEC Disclosure Rules.
  • 5. Policies on Data Related to Health, Safety and Welfare of Employees including Company Sponsored Training

    Performance-enhancing mechanisms for employee participation.

  • Company’s policy for its employees’ safety, health, and welfare
  • Employees are urged to report to their immediate superior or to the General Services Department accidents or any condition or practice which is unsafe, whether or not these result in personal injury or no matter how minor they might seem to be.

    In order to ensure the promotion of employee health and well-being, the company offers health care benefits covered by the health insurance provider of the Company.

    Employees are involved in deciding, planning and implementing employee activities and programs such as sports and summer outing events, company parties and employee uniform

  • Data relating to health, safety and welfare of its employees.
  • Generally all regular employees undergo annual medical check-up with their preferred medical clinic/hospital. There have been no reported work-related accidents or health concerns in the Company.
  • Company’s training and development programs for its employees.
  • New employees are given orientation on the Company’s policies and procedures. Depending on their work assignment and employee development plans, employees undergo or are sent to specialized training courses.
  • Company’s reward/compensation policy that accounts for the performance of the company beyond short-term financial measures
  • It is the policy of the company to promote advancement among its employees for consistently exceeding expectations over five (5) years, meeting organizational requirements and facilitating the achievement of long-term corporate goals and objectives. Depending on the performance of the Company and also taking into consideration various qualitative performance parameters such as succession planning and corporate governance, the Board also grants performance bonuses

  • Company procedures for handling complaints by employees concerning illegal (including corruption) and unethical behavior
  • Concerns may be raised verbally or in writing to the HRD Head, the Company CEO or to the Chairman of the Nomination and Compensation Committee of the Company’s Board of Directors for complaints concerning the CEO should be raised.
  • When raising a concern or complaint, the employee should give the background, the nature of the alleged wrongdoing or a description of the event, relevant dates, reasons for the concern, witnesses and the names of the individual involved.
  • If the concern is raised verbally, then the person receiving the information should prepare the outline of the matters raised.
  • Employees are assured that Management shall maintain the confidentiality of all the concerns and complaints raised and the anonymity of the person making the complaint to the fullest extent reasonably practicable within the legitimate needs of law.

    The HRD Head/monitoring officer shall be responsible for deciding whether there are grounds for proceeding further with the case. Potential action may include a clarification of facts, a more formal investigation conducted by the Senior ManCom or Internal Audit Department, or referral to external auditors or legal consultants. Concerns that fall within the scope of specific procedures shall be referred for consideration under those procedures.

  • The monitoring officer (or the HRD Head/CEO/Chairman of NCC as the case maybe) shall inform the reporting employee in writing within seven (7) working days of the following:
  • a. What has been done or how monitoring officer plans to deal with the matter;

    b. An estimate of how long it might take to give a final response;

    c. If an initial inquiry has been made;

    d. If further investigation will take place;

    e. Any further information that may be sought form the employee.

  • vii. The monitoring officer, subject to legal constraints, will provide the employee with information on the outcome of any investigation.
  • © 2017 STA. LUCIA LAND INC.
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