Corporate Social Responsibility - Andres Soriano Foundation

Corporate Governance

Stockholders’ Rights and Protection of Minority Stockholders’ Interests

Section VI of the Company’s Manual on Corporate Governance Provides:

6.1. The Corporation shall treat all shareholders fairly and equitably, and also recognize, protect and facilitate the exercise of their rights.

The Board shall ensure that basic shareholder rights are disclosed in this Manual on Corporate Governance and the Corporation’s website. These rights relate to the following, among others:

a. Right to vote on all matters that require their consent or approval, including election of directors;
b. Right to inspect corporate books and records;

c. Right to information;

d. Right to dividends; and

e. Appraisal rights;

6.2 The Board shall encourage active participation by sending Notice of Annual and Special Stockholders’ Meeting with sufficient and relevant information at least 28 days before the meeting.

6.3 The Board shall encourage active shareholder participation by making the result of the votes taken during the most recent Annual or Special Stockholders’ Meeting publicly available the next working day. In addition, the Minutes of the Annual and Special Stockholders’ Meeting shall be available on the Corporation’s website within five business days from the end of the meeting.

6.4 The Board shall make available, at the option of a shareholder, an alternative dispute mechanism to resolve intra-corporate disputes in an amicable and effective manner.

6.5 The Board may establish an Investor Relations Office (“IRO”) to ensure constant engagement with its shareholders. The IRO shall be present at every shareholders’ meeting.

6.6 The Board shall be transparent and fair in the conduct of the annual and special stockholders’ meetings of the corporation. The stockholders should be encouraged to personally attend such meetings. If they cannot attend, they should be apprised ahead of time of their right to appoint a proxy. Subject to the requirements of the by-laws, the exercise of that right shall not be unduly restricted and any doubt about the validity of a proxy should be resolved I the stockholders’ favor.

It is the duty of the Board to promote the right of the stockholders, remove impediments to the exercise of those rights and provide an adequate avenue for them to seek timely redress for breach of their rights.

The Board should take the appropriate steps to remove excessive or unnecessary costs and other administrative impediments to the stockholders’ meaningful participation in meetings, whether in person or by proxy. Accurate and timely information should be made available to the stockholders to enable them to make a sound judgment on all matters brought to their attention for consideration or approval.

Although all stockholders should be treated equally or without discrimination, the Board should give minority stockholders an avenue to propose the holding of meetings and the items for discussion in the agenda that relate directly to the business of the corporation.