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Home → Corporate Governance in PLDT → Policies, Processes and Practices
The new PLDT Manual on Corporate Governance or, CG Manual, was approved and adopted on May 12, 2017 by the Board of Directors in accordance with applicable Memorandum Circulars issued by the Philippine Securities and Exchange Commission. The structures and processes set forth in the CG Manual, as well as the Articles of Incorporation and By-Laws, combined with the Company’s commitment to the principles of transparency, accountability, fairness and integrity, form PLDT’s basic framework of governance by which our Board of Directors, officers, executives and employees strive to achieve the Company’s strategic objectives, create value for all its stakeholders, and sustain its long term viability. PLDT Manual on Corporate Governance Posted May 29, 2017 PLDT Manual on Corporate Governance Superseded
The Company’s Code of Business Conduct and Ethics, or Code of Ethics, was adopted to strengthen the implementation of the CG Manual. Approved by the Board on March 30, 2004 and subsequently updated on July 11, 2006, the Code of Ethics sets out the Company’s business principles and values, which aim to promote a culture of good corporate governance. It describes PLDT’s four core values of Accountability, Integrity, Fairness and Transparency and provides standards that govern and guide all business relationships of PLDT. PLDT Code of Business Conduct and Ethics
The Company’s anti-corruption policy, as embodied in the Code of Business Conduct and Ethics and Policy on PLDT’s Gift-Giving Activities, prohibits direct and indirect bribery and corrupt practices in compliance with applicable laws and regulations.
For the effective implementation of the anti-corruption policy: (a) it provides specific guidance, procedural safeguards and internal controls pertaining to the offering or giving of gifts which are prohibited or those which are regulated by law; (b) its implementation is reinforced by related policies such as the Company’s Corporate Governance Guidelines for Suppliers which prohibits bribery in connection with business transactions involving the Company and its suppliers, as well as Company policies on gifts, entertainment and sponsored travel, whistleblowing, supplier relations and conflict of interest; (c) it is carried out through appropriate monitoring and preventive measures, which include internal controls, training and communication programs, whistleblowing facilities, third party due diligence and enforcement mechanisms. Anti-Corruption Program
The Conflict of Interest Policy enjoins members of the organization to always act in the best interest of the Company consistent with sound business principles and judgment without bias or partiality. The policy requires directors, officers, employees, and consultants who find themselves in a potential or actual conflict of interest situation to promptly disclose the matter and, as applicable, seek approval from the proper authorities. Unless otherwise authorized by the Company, the person concerned is required to inhibit himself from any action, transaction, discussion, evaluation, or decision involving such conflict of interest. The policy also prohibits the Company from granting personal loans to directors or officers unless allowed by applicable laws and regulations.
Material Related Party Transactions Policy
This policy was approved and adopted by the Board of Directors on September 24, 2019 in compliance with SEC Memorandum Circular No. 10, Series of 2019 or the Rules on Material Related Party Transactions for Publicly-Listed Companies. This policy applies to the PLDT Group and covers related party transactions that meet the Materiality Threshold of ten percent (10%) of PLDT's total consolidated assets. It defines the processes, controls and safeguards for the proper handling, including review, approval and disclosure, of such related party transactions in accordance with applicable laws and regulations, including the prior review by the Audit Committee, which is composed of a Chairman and two (2) members, all of whom are independent directors, to determine whether the same meet the following standards: (a) it is on arm's length terms, and (b) it is in the best interest of the Company and its shareholders, as a whole, considering the relevant factors and circumstances (the "RPT Standards"), and final review and approval by at least two-thirds (2/3) vote of the Board, including the vote of at least a majority of the independent directors. In case a majority of the independent directors' vote is not secured, the covered RPT may be ratified by the vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock.
Related party transactions involving an amount below the Materiality Threshold are handled in accordance with the Company’s Guidelines on the Proper Handling of Related Party Transactions which provides the procedures and clearly defined thresholds for the review, approval and disclosure of related party transactions in order to ensure that they meet the RPT Standards. Related party transactions that meet defined thresholds are reviewed by the Audit Committee and are subject to the approval by the Board. Related party transactions are disclosed in the relevant financial reports of the Company as required under Philippine Accounting Standard 24 on Related Party Disclosures and other applicable disclosure requirements. Material Related Party Transactions Policy
This policy provides safeguards so that the custom of giving gifts is handled in accordance with the values of integrity, accountability, fairness and transparency. It aims to prevent the occurrence of situations or actions that could significantly affect objective, independent or effective performance of an employee’s duties. Specifically, it prohibits the solicitation of gifts, sponsored travel, and entertainment from third parties. Receipt and acceptance of gifts voluntarily given by such third parties are handled according to this policy as well.
This policy seeks to ensure that the Company upholds the highest professional standards in business practices and ethics in its dealings with suppliers and contractors in the procurement of goods and services. The policy also seeks to maintain PLDT's reputation for equal opportunity and honest treatment of suppliers in all business transactions. It establishes clear rules for arm's length transactions and fair treatment of prospective and existing suppliers with the objectives of always obtaining the best value for the company. The policy specifically adopts the processes of vendor accreditation and competitive bidding as the general rule and establish practices to ensure the contracts are awarded only to qualified and duly-accredited suppliers and vendors who offer the best value for money for PLDT's requirements.