ASEAN CORPORATE GOVERNANCE SCORECARD SELF-ASSESSMENT
(2022-2023)
PART A: RIGHTS OF SHAREHOLDERS
ACMF
ASEAN CORPORATE GOVERNANCE SCORECARD
LEVEL 1
PART A: RIGHTS OF SHAREHOLDERS | |||||||||||
SCORECARD ITEM | GUIDING REFERENCE | RESPONSE (Yes/No) | COMPANY REMARKS | ||||||||
A.1 Basic Shareholder Rights | |||||||||||
A.1.1 | G20/OECD (2015) Principle II: | NO | The PSE adopts a policy for the declaration of regular cash dividend out of the | ||||||||
Does the company pay (interim and final/annual) | The | Rights | and | Equitable | unrestricted retained earnings equivalent to fifty percent (50%) of the PSE's | ||||||
dividends in an equitable and timely manner; that is, | Treatment | of Shareholders | net income. However, the PSE can also declare special dividends, which it has | ||||||||
all shareholders are treated equally and paid within | and Key Ownership Functions | done so for the past few years, in addition to the regular dividend policy. The | |||||||||
30 days after being (i) declared for interim dividends | |||||||||||
(A) | Basic shareholder rights | declaration of regular and special dividends is dependent on the cash flow, | |||||||||
and (ii) approved by shareholders at general | |||||||||||
should include the right to: (6) | business plan, and financial condition of the PSE. | ||||||||||
meetings for final dividends? In case the company | |||||||||||
share in the profit of the | |||||||||||
has offered Scrip dividend, did the company pay the | |||||||||||
corporation | As a matter of policy, the company pays cash dividends within thirty (30) days | ||||||||||
dividend within 60 days? | |||||||||||
from declaration. | |||||||||||
PSE's Manual on Corporate Governance | |||||||||||
Page 51, Article VII, 1.5. Right to Dividends | |||||||||||
SEC Form 17-A 2022 | |||||||||||
Page 11, Dividends and Dividend Policy | |||||||||||
PSE's 2022 Integrated Annual Corporate Governance Report | |||||||||||
Page 71, Supplement to Recommendation 13.1 (7) | |||||||||||
Pages 75-76, Recommendation 14.2 (1) | |||||||||||
PSE's Company Website on Rights of Shareholders | |||||||||||
A.2 Right to participate in decisions concerning fundamental corporate changes | |||||||||||
Do shareholders have the right to participate in: | |||||||||||
A.2.1 | G20/OECD (2015) Principle II | YES | The company respects the right of shareholders to participate in the proposed | ||||||||
Amendments to the company's constitution? | (B): | Shareholders | should be | amendments to the company's constitution in accordance with Philippine laws. | |||||||
sufficiently | informed about, | Prior approval of shareholders representing majority of the outstanding capital | |||||||||
and have the right to | stock who constitute a quorum and who are present, in person or by proxy, | ||||||||||
participate | in, | decisions | pursuant to Article IV, Section 4 of the company's By-laws is required for | ||||||||
JUNE 2022 - MAY 2023 ACGS SELF-ASSESSMENT | 2 |
ACMF
ASEAN CORPORATE GOVERNANCE SCORECARD
LEVEL 1
PART A: RIGHTS OF SHAREHOLDERS | ||||||||
SCORECARD ITEM | GUIDING REFERENCE | RESPONSE (Yes/No) | COMPANY REMARKS | |||||
concerning | fundamental | amendments to By-laws while the approval of shareholders representing at | ||||||
corporate changes such as: | least two-thirds (2/3) of the company's outstanding capital stock without | |||||||
(1) Amendments | to | the | prejudice to the appraisal right of dissenting shareholders is required for | |||||
statutes, or | articles | of | amendments to the company's Articles of Incorporation. | |||||
incorporation | or | similar | ||||||
governing documents of the | The latest AOI amendment of the company was in 2019. The Minutes of the | |||||||
company. | Annual Stockholders' Meeting (ASM)reflect the participation of our | |||||||
shareholders with regard to the amendment as item 8 (Page 3-4). Prior to the | ||||||||
meeting, the shareholders are sufficiently informed of proposed amendments | ||||||||
to the company's Articles of Incorporation and By-laws, and other corporate | ||||||||
documents through the company's disclosures such as the 2019 Definitive | ||||||||
Information Statement(Item 7, page 3). | ||||||||
The latest copies ofPSE Articles of IncorporationandPSEBy-Lawsas | ||||||||
approved by the Securities and Exchange Commission are found on the | ||||||||
company's website. | ||||||||
Lastly, the right of shareholders to vote on certain corporate acts in accordance | ||||||||
with the Revised Corporation Code is reflected in the company's Manual on | ||||||||
Corporate Governance andPSE's Company Website on Rights of | ||||||||
Shareholders. | ||||||||
PSE's Manual on Corporate Governance | ||||||||
Pages 49-50, Article VII, 1.3 Right to Participate in Stockholders' Meeting and to Vote | ||||||||
on Matters Submitted for Stockholders' Approval | ||||||||
A.2.2 | G20/OECD (2015) Principle II | YES | The company respects the right of shareholders to participate in the | |||||
The authorisation of additional shares? | (B): (2) the authorisation of | authorization of additional shares, which is reflected in amendments to the | ||||||
additional shares. | company's Articles of Incorporation in accordance with Philippine laws. Prior | |||||||
approval of shareholders representing at least two-thirds (2/3) of the | ||||||||
JUNE 2022 - MAY 2023 ACGS SELF-ASSESSMENT | 3 |
ACMF
ASEAN CORPORATE GOVERNANCE SCORECARD
LEVEL 1
PART A: RIGHTS OF SHAREHOLDERS | |||||||
SCORECARD ITEM | GUIDING REFERENCE | RESPONSE (Yes/No) | COMPANY REMARKS | ||||
company's outstanding capital stock without prejudice to the appraisal right of | |||||||
dissenting shareholders is required for authorization of additional shares. | |||||||
The latest amendment to the company's Articles of Incorporation reflected the | |||||||
creation of preferred shares. The shareholders were sufficiently informed of | |||||||
this corporate act through the company's disclosures such as the report on the | |||||||
Board's approval of the creation of preferred sharesandPSE's Definitive | |||||||
Information Statement(pages 2-3). Actual approval by the company's | |||||||
shareholders of the latest amendments to the Articles of Incorporation can be | |||||||
found in pages 2-4 ofPSE's 2019 ASM Minutes. | |||||||
The latest copies of PSE's Articles of Incorporationand By-Lawsas approved | |||||||
by the Securities and Exchange Commission are found in the company's | |||||||
website. | |||||||
Lastly, the right of shareholders to vote on certain corporate acts in accordance | |||||||
with the Revised Corporation Code is reflected in the company's Manual on | |||||||
Corporate Governance andPSE's Company Website on Rights of | |||||||
Shareholders. | |||||||
PSE's Manual on Corporate Governance | |||||||
Pages 49-50, Article VII, 1.3 Right to Participate in Stockholders' Meeting and to Vote | |||||||
on Matters Submitted for Stockholders' Approval | |||||||
A.2.3 | G20/OECD (2015) Principle II | YES | The company respects the right of shareholders to participate in the transfer | ||||
The transfer of all or substantially all assets, which | (B): | (3) | extraordinary | or sale of all or substantially all assets of the company. Prior approval of | |||
in effect results in the sale of the company? | transactions, | including the | shareholders representing at least two-thirds (2/3) of the company's | ||||
transfer of all or substantially | outstanding capital stock without prejudice to the appraisal right of dissenting | ||||||
all assets, that in effect result | shareholders is required for the transfer of all or substantially all assets of the | ||||||
in the sale of the company. | company in accordance with Philippine laws. | ||||||
JUNE 2022 - MAY 2023 ACGS SELF-ASSESSMENT | 4 |
ACMF ASEAN CORPORATE GOVERNANCE SCORECARD
LEVEL 1
PART A: RIGHTS OF SHAREHOLDERS | |||
SCORECARD ITEM | GUIDING REFERENCE | RESPONSE (Yes/No) | COMPANY REMARKS |
Shareholders of the company have yet to exercise this right as there has been | |||
no corporate action requiring the exercise of said right. | |||
Lastly, the rights of shareholders to vote on certain corporate acts in | |||
accordance with the Revised Corporation Code, and appraisal right are | |||
reflected in the company's Manual on Corporate Governance and PSE's | |||
Company Website on Rights of Shareholders. | |||
PSE's Manual on Corporate Governance | |||
Pages 49-50, Article VII, 1.3 Right to Participate in Stockholders' Meeting and to Vote | |||
on Matters Submitted for Stockholders' Approval | |||
Page 50, Article VII, 1.6 Appraisal Right | |||
A.3 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern generalshareholder meetings
A.3.1 | G20/OECD (2015) Principle II (C): (4) | NO | Page 30 ofPSE's Manual on Corporate Governanceprovides that the | ||||
Do shareholders have the opportunity, evidenced | Effective shareholder participation in | company's Corporate Governance Committee studies, sets and reviews the | |||||
by an agenda item, to approve remuneration (fees, | key corporate governance decisions, | compensation structure of the entire organization, including the Board of | |||||
such as the nomination and election | |||||||
allowances, benefit-in-kind and other emoluments) | Directors. | ||||||
of board members, | should | be | |||||
or any increases in remuneration for the non- | |||||||
facilitated. | |||||||
executive directors/commissioners? | Members of the Board of Directors are not entitled to any remuneration except | ||||||
Shareholders should be able to make | for reasonable per diem which is not required by law to be approved by the | ||||||
their views known, including through | stockholders. Allowances in the form of per diem are fully disclosed to the | ||||||
votes at shareholder meetings, | on | company's stockholders in pages 39-42 of PSE'sSEC Form17-A2022. | |||||
the remuneration of board members | |||||||
and / or key executives, as | |||||||
applicable. The equity component of | PSE's 2022 Integrated Annual Corporate Governance Report | ||||||
compensation schemes | for board | Pages 13-14, Recommendation 2.5 | |||||
members and employees should be | Pages 27-28, Recommendation 3.3 | ||||||
subject to shareholder approval. | Page 49-50, Recommendation 8.4 | ||||||
JUNE 2022 - MAY 2023 ACGS SELF-ASSESSMENT | 5 |
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PSE - Philippine Stock Exchange Inc. published this content on 30 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 June 2023 08:18:09 UTC.