CORPORATE GOVERNANCE
MVC continues to enhance its corporate governance structure in order to improve efficiency and to keep pace with the changing business environment while at the same time promoting transparency and compliance with applicable laws. In 2002, the Corporation adopted its Manual on Corporate Governance (MCG) which institutionalized the Corporation’s principles of good governance. Among the key components of the Manual are the following:
- Composition, Qualifications and Duties of the Corporation’s Board of Directors, Committees and Officers;
- Role of the Compliance Officer;
- Creation of Nominations and Audit Committees;
- Role of the Internal and External Auditors; and
- Shareholders’ Rights and Benefits.
Consistent with its responsibilities, the Corporation significantly acts in accordance with its MCG. The Board Committees, including the Nominations and Audit Committees have consistently complied with their duties and responsibilities under the MCG. The Corporation’s Vision, Mission and Corporate Values continue to provide clear corporate mindset and direction for the Corporation’s directors, officers and employees.
ETHICS
Mabuhay Vinyl Corporation adheres to the highest ideals of ethics in conducting its business. To this end, the company and its employees shall ensure commitment through words and deeds, to conform to the basic tenets of service, integrity, teamwork, excellence and social responsibility
BOARD COMMITTEES
EXECUTIVE COMMITTEE
The Executive Committee shall be composed of not less than three (3) members of the Board of Directors, including the Chairman, to be appointed by the BOD.
The Executive Committee shall act by majority vote of all its members on such specific matters within the competence of the BOD as may be delegated to it by the BOD, except with respect to the following:
- Approval of any action for which a shareholders’ approval is also required;
- Filling of vacancies in the BOD;
- Amendment or repeal of By-Laws or the adoption of new By-Laws;
- Amendment or repeal of any resolution of the BOD, which by its ex press terms is not so amenable or repealable; and
- Distribution of cash dividends to the shareholders.
MEMBERS OF THE COMMITTEE:
| Name | Position |
|---|---|
| Yohei Chikamoto | Chairman |
| Steve SC. Pangilinan | Member |
| Yasuhiro Fukuki | Member |
NOMINATIONS COMMITTEE
The Nominations Committee shall be composed of not less than three (3) Directors, including one (1) Independent Director, to be appointed by the BOD.
The Nominations Committee shall act by majority vote of all its members on matters concerning the determination and eligibility of those nominated as Directors and on such other related matters as may be delegated to it by the BOD.
MEMBERS OF NOMINATIONS COMMITTEE:
| Name | Position |
|---|---|
| Francisco J. Kong* | Chairman |
| Yohei Chikamoto | Member |
| Barbara Anne C. Migallos | Member |
*Independent Director
EXECUTIVE COMPENSATION COMMITTEE
The Executive Compensation Committee, which shall be composed of not less than three (3) Directors, one of whom shall be an Independent Director, to be appointed by the BOD.
The Executive Compensation Committee shall act by majority vote of all its members on the following matter among others:
Establishment of a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of by-laws officers and directors, and provide oversight over remuneration of senior management and other key personnel ensuring that compensation is consistent with MVC’s culture, strategy and internal control environment.
Determination of appropriate amount of remuneration/ compensation, which shall be in a sufficient level to attract and retain directors and by-laws officers who are needed to run the company successfully.
MEMBERS OF EXECUTIVE COMPENSATION COMMITTEE:
| Name | Position |
|---|---|
| Yohei Chikamoto | Chairman |
| Ramon J. Abejuela* | Member |
| Yasuhiro Fukuki | Member |
*Independent Director
AUDIT COMMITTEE
The Audit Committee shall be composed of not less than three (3) directors, including one (1) Independent Director who shall act as the Chairman, to be appointed by the BOD. Each member shall have adequate understanding at least or competence at most of the company’s financial management systems and environment.
The Audit Committee shall act by majority vote to all its members on the following matters among others:
Review of all financial reports against its compliance with both the internal financial management policies and pertinent accounting standards, including regulatory requirements.
Overseeing of company’s financial management specifically in the areas of managing credit, market, liquidity, operational, legal and other risks, and crisis management.
MEMBERS OF AUDIT COMMITTEE:
| Name | Position |
|---|---|
| Ramon J. Abejuela* | Chairman |
| Barbara Anne C. Migallos | Member |
| Yohei Chikamoto | Member |
| Francisco J. Kong* | Member |
*Independent Director
CORPORATE SOCIAL RESPONSIBILITY
Guided by our mission statement, “to care for the environment and enhance the quality of life”, MVC continues to fulfill its responsibility as a corporate citizen by putting its quality philosophy in action.
To achieve this, the company delivers assistance through its community development arm, the Judge Guillermo B. Guevara Foundation, Inc. Other socially oriented initiatives like environmental resource management, social and health programs and summer education outreach projects for On-the-Job-Trainees, among others are implemented with management support and active employee volunteerism.
ENTERPRISE RISK MANAGEMENT
Mabuhay Vinyl Corporation regularly assesses the various risks in all aspects of its operation and implements measures to prevent and mitigate such risks. These include but not limited to environmental, health and safety, and business risks.
Based on the objectives set forth by the company at the start of the year, each department assesses the risks in meeting their objectives and of the company as a whole. Risks are evaluated by doing the following:
- Determine the likelihood or probability of occurrence according to the defined criteria
- Determine the impact or consequence according to the criteria
- Determine risk value by multiplying the points from the likelihood or probability of occurrence with the impact or consequence
- Determine the risk level using the risk assessment matrix
In addition to the risk assessment matrix, the company’s risk management system is strengthened by having its Environmental Management System (EMS) for all production facilities certified with the ISO 14001 standard. An ISO 14001 certified EMS includes detailed assessment of environmental aspects, impacts, control procedures, and emergency preparedness and response.
COMPANY POLICIES
Conflict of Interest Policy
The company’s Manual on Corporate Governance states the following responsibilities of the company’s Board Director:
General Responsibility:
Where a potential conflict of interest arises, a Director must adhere to procedures provided by law and policies of the company. The Directors should ensure that there is transparency in all their decisions and that there is full and accurate disclosure of all material information on the financial and opening results of the company.
Specific Responsibility:
- Conduct fair business transactions with MVC and ensure that his personal interest does not conflict with the interests of the Corporation.
- To uphold the interest of the Corporation whenever a conflict of interest arises.
In addition, the Nominations Committee is also tasked to consider “Possible conflict of interest” in the determination of the number of directorship for the Board of Directors.
The company’s policies on the following areas are as follows:
a. Whistle-blowing Policy – Please refer to Internal Reporting System.
b. Insider Trading Policy – Please refer to Code of Business Conduct (Page 13).
c. Related Party Transactions Policy – Please refer to Code of Business Conduct (Pages 14 and 15).
d. Policy and Data Relating to Health, Safety and Welfare of Employees, including company sponsored trainings – Please refer to Code of Business Conduct (Pages 5 and 9 to 12).
For other concerns you may contact us through
e-mail or through our Makati office.