Learn More about Corporate Governance

  1. We define Corporate Governance as the framework of rules, systems and processes in the corporation that governs the performance by the Board of Directors and Management of their respective duties and responsibilities to the stakeholders.
  2. We accord importance to our people, our code of conduct, and our corporate policies and standards, which together form the basis of our good governance practices to protect the interests of our stakeholders and promote investor confidence.
  3. We believe that sound and effective corporate practices are fundamental to the smooth, effective and transparent operation of a company and its ability to attract investment, protect the rights of all stakeholders, and enhance shareholder value.
  4. We promote respect for shareholders' rights. We are committed to treat all Shareholders fairly and equitably, and shall recognize, protect and facilitate the exercise of their rights that includes:
    • Right to vote on all matters that require their consent or approval
    • Right to inspect corporate books and records
    • Right to information
    • Right to dividends
    • Appraisal right
  5. The Board encourages active Shareholders participation by sending the Notice of Annual and Special Shareholders' Meeting with sufficient and relevant information at least fifteen (15) business days before the meeting in accordance with the Securities Regulation Code.
  6. The Shareholders are encouraged to personally attend such meetings. Shareholders who are unable to attend are apprised ahead of time of their right to appoint a proxy. Subject to the requirements of law, rules and regulations and the By-Laws, the exercise of right shall not be unduly restricted and any doubt about the validity of a proxy shall be resolved in favor of the shareholder.
  7. Result of the votes taken during the most recent Annual or Special Shareholders’ Meeting are publicly made available the next working day. In addition, the Minutes of the Annual and Special Shareholders’ Meeting is made available on the Company Website within five (5) business days from the end of the meeting.

Role of Stakeholders

Customer's Welfare

The Company has a customer relations policy and procedure to ensure that customers’ welfare are protected and questions are addressed. Customers are informed of the Company’s customer relations contacts to ensure that their welfare and questions are addressed.

Supplier/Contractor Selection

The Company follows the Supplier Accreditation Policy to ensure that the Company’s suppliers and contractors are qualified to meet its commitments. Suppliers and contractors undergo accreditation and orientation on Company policies.


Performance-enhancing Mechanisms for Employee Participation

The Company abides by safety, health, and welfare standards and policies set by the Department of Labor and Employment. Likewise, the Company has Security and Safety Manuals that are implemented and regularly reviewed to ensure the security, safety, health, and welfare of the employees in the work place.

The Company continuously provides learning and development opportunities for its employees through the John Gokongwei Institute for Leadership and Enterprise Development known as JG-ILED, the leadership platform for systematic and sustained development programs across the conglomerate. Its mission is to enable a high performing organization that will facilitate the learning process and develop the intellectual and personal growth of all employees through targeted and customized trainings and development programs.

Anti-corruption Programs and Procedures

The Company is committed to promoting transparency and fairness to all stakeholders. The Board sets the tone and make a stand against corrupt practices by adopting an anti-corruption policy and program. Some of the Company’s Anti-Corruption programs are embodied in the Code of Business Conduct and Ethics, Conflict of Interest, Offenses Subject to Disciplinary Action (OSDA), among others. The same are disseminated to all employees across the Company through trainings to embed them in the Company’s culture. New employees are oriented regarding policies and procedures related to Business Conduct and Ethics and similar policies. All employees are given periodic reminders. Further, all concerned employees of the Conglomerate are required to comply with the Annual Self-Disclosure Activity on an annual basis.

The Company also has an established suitable framework for whistleblowing and ensure its enforcement to allow employees and other stakeholders to freely communicate their concerns about illegal or unethical practices to an independent member of the Board or a unit created to handle whistleblowing concerns without fear of retaliation.

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Business Conduct & Ethics Policy Statement
Conflict of Interest The Company’s Code of Business Conduct and Conflicts of Interest Policy require employees to make a conscious effort to avoid conflict of interest situations; that his judgment and discretion are not influenced by considerations of personal gain or benefit. A conflict of interest may also occur because of the actions, employment, or investments of an immediate family member of an employee.
Conduct of Business and Fair Dealings The Company’s employees that recommend, endorse, or approve the procurement or sale of goods and services should make a conscious effort to avoid any conflict of interest situation in transactions that they are involved in.
Receipt of Gifts from Third Parties The Company discourages the acceptance of gifts. However, gifts like advertising novelties maybe given or accepted during the Christmas season. There is no restriction in the value of the gift accepted. However, accepted gift with estimated value over Php2,000.00 must be disclosed to the Conflicts of interest Committee.
Compliance with Laws and Regulations The Company ensures that all transactions comply with relevant laws and regulations. Any deficiencies are immediately rectified.
Respect for Trade Secrets/Use of Non-public Information The Company has policies that ensure proper and authorized disclosure of confidential information. Disclosures to the public can only be done after the disclosure to SEC and PSE by the Company’s authorized officers.
Use of Company Funds, Assets and Information Employees are required to safeguard the Company resources and assets with honesty and integrity. Employees must ensure that these assets are efficiently, effectively, and responsibly utilized.
Employment and Labor Laws and Policies The Company ensures the observance, strict implementation and compliance with employment and labor laws and policies with regards to recruitment, employment, retention and benefits of the employees.
Disciplinary Action Violation of any provision of the Code of Business Conduct and/or other company policies may result to disciplinary action, including dismissal and reimbursement for any loss to the Company that result from the employee’s action. If appropriate, a violation may result to legal action against the employee or referral to the appropriate government authorities.
Whistleblowing The stakeholders may discuss or disclose in writing any concern on potential violation of the Code of Business Conduct and/or other company policies with the Conflicts of Interest Committee. Reports or disclosures can be made in writing or by email using the following contact details:

a. Email address: CICOM@jgsummit.com.ph
b. Fax number 395-3888
c. Mailing address
Must be sent in a sealed envelope clearly marked “Strictly Private and Confidential-To Be Opened by Addressee Only”

44th Flr. Robinsons Equitable Tower
ADB Avenue, Cor., Poveda Road,
Pasig City
The complaint shall be filed using the Complaint/Disclosure Form (CDF) available in the company website.

All information received in connection with the reports or disclosures shall be strictly confidential and shall not be disclosed to any person without prior consent of CICOM.

The Company commits to protect those who report in good faith from retaliation, harassment and even informal pressures. It will take the necessary and appropriate action to do so in enforcing the policy.

Conflict Resolution The Conflicts of Interest Committee submits recommendations on courses of action to be taken on conflicts of interest situations. The decision is done by the Executive Committee.

Corporate Governance Highlights

  • The Company submitted the Integrated Corporate Governance Report (I-ACGR) to the Securities and Exchange Commission (SEC) and Philippine Stock Exchange (PSE) on May 30, 2018.

    The I-ACGR is a reportorial requirement under SEC Memorandum Circular No. 15 series of 2017 to all Publicly Listed Companies to disclose the Company’s compliance/non-compliance with the recommendations provided under the Corporate Governance Code for PLCs. With the “comply or explain” approach, voluntary compliance to recommended CG best practices is combined with mandatory disclosure,

    The Company’s I-ACGR may be accessed through the Company website by clicking this https://www.urc.com.ph/I-ACGR

  • Consistent with the Revised Manual of Corporate Governance and pursuant to the recommendations provided in the I-ACGR, the Company strengthened and instituted the following policies to reinforce the governance framework of the Company:

Board Diversity Policy

We recognize the benefits of having a diverse Board and its value in maintaining sound corporate governance while achieving strategic objectives and sustainable growth. The Policy applies to the Board of Directors and establishes the approach to realize diversity of Board membership.

Board Nomination and Election Policy

We recognize the importance of having a qualified and competent Board of Directors to achieve Company objectives as well as to protect the interest of all its stakeholders and ensure that proper nomination and election process is in place to attain this.

Succession Planning and Renumeration Policy

We ensure the Company’s effective performance and sustained growth through leadership continuity for the benefit of all its stakeholders subject to Board’s approval. We identify, assess and nominate suitable candidates to fill the vacancies that arise from time to time, the competency requirements of critical and key positions and develop required competency through planned developments and learning initiatives. This ensures the systematic and long-term development of individuals in the senior management level as ready replacement when the need arises due to deaths, disabilities, retirements and other unexpected occurrence.

Related Party Transactions Policy

We conduct all Related Party Transactions (RPT) on an arm’s length basis with consideration paid or received based on terms no less favorable than any such terms available to unrelated third parties under the same or similar circumstances. The policy is instituted for the proper review, approval and reporting of transactions entered into between or among the Company or any of its subsidiaries, affiliates, directors and officers.

Whistleblowing Policy

We are committed to conduct business in accordance with the highest ethical and legal standard. In line with this commitment, we encourage employees, business partners and other stakeholders to report concerns involving actual or suspected violations of Company policies, its code of conduct, criminal or unlawful acts or omissions, and instances when an act or omission endangers the health and safety of the employees. We provide clear procedures for reporting any actual or suspected violation of Company policies, misconduct, malpractice, irregularities or risks against the Company and protecting the Whistleblower against any form of retaliation.

Company Website

URC updates the public with operating and financial results through timely disclosures filed with SEC and PSE. These are available on the company’s website: https://www.urc.com.ph/

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