Corporate Governance

Roxas Holdings, Inc. ensures accountability, fairness and transparency in its dealings with all stakeholders.

Related Party Transactions Policy

 

1. Policies and Procedures

The company’s policies and procedures for the review, approval or ratification, monitoring and recording of related party transactions between and among the company and its parent, joint ventures, subsidiaries, associates, affiliates, substantial stockholders, officers and directors, including their spouses, children and dependent siblings and parents and of interlocking director relationships of members of the Board are:

a.     Parent Company

Major investments and substantial operational transactions require approval from the Executive Committee subject to confirmation by the Board. Disclosures are always provided in the audited financial statements for transparency.

b.     Joint Ventures

Major investments and substantial operational transactions require approval from the Executive Committee subject to confirmation by the Board. Disclosures are always provided in the audited financial statements for transparency.

c.     Subsidiaries

Major investments and substantial operational transactions require approval from the Executive Committee subject to confirmation by the Board. Disclosures are always provided in the audited financial statements for transparency.

d.     Entities Under Common Control

Major investments and substantial operational transactions require approval from the Executive Committee subject to confirmation by the Board. Disclosures are always provided in the audited financial statements for transparency.

e.     Substantial Stockholders

Major investments and substantial operational transactions require approval from the Executive Committee subject to confirmation by the Board. Disclosures are always provided in the audited financial statements for transparency.

f.      Officers including spouse/children/siblings/parents

Major investments and substantial operational transactions require approval from the Executive Committee subject to confirmation by the Board. Disclosures are always provided in the audited financial statements for transparency.

      g.      Directors including spouse/children/siblings/parents

Major investments and substantial operational transactions require approval from the Executive Committee subject to confirmation by the Board. Disclosures are always provided in the audited financial statements for transparency.

h.     Interlocking director relationship of Board of Directors

Major investments and substantial operational transactions require approval from the Executive Committee subject to c confirmation by the Board. Disclosures are always provided in the audited financial statements for transparency.

Moreover, the Company adopts by law, the rules pertaining to interlocking directors, as follows:

a.     if the interests of the interlocking director in the corporations are both substantial (stockholdings exceed 20% of capital stock)

o General Rule: A contract between two or more corporations having interlocking directors shall not be invalidated on that ground alone.

       o Exception: If the contract is fraudulent ornot fair and reasonable.

b.     if the interest of the interlocking director in one of the corporations is nominal while substantial in the other (stockholdings 20% or more), the contract shall be valid provided the following conditions are present:

1.     the presence of such director in the board meeting in which the contract was approved was not necessary to constitute a quorum for such meeting;

       2.     That the vote of such director was not necessary for the approval of the contract;

       3.     That the contract is fair and reasonable under the circumstances.

Where (1) and (2) are absent, the contract can be ratified by the vote of the stockholders representing at least 2/3 of the outstanding capital stock or by the vote of the stockholders representing at least 2/3 of the members in the meeting called for the purpose. Provided that:

i.        Full disclosure of the adverse interest of the directors/trustees involved is made on such meeting, and;

          ii.        The contract is fair and reasonable under the circumstances.

 

2. Conflict of Interest

Possible conflicts of interest of the directors of the Company are determined and resolved by the Corporate Governance Committee at the time that they are considered for election to the Board of Directors. Conflicts of Interest that may arise after their election to the Board are disclosed as they occur and these are addressed by the Board of Directors.

The company requires all officers and employees to execute an annual Disclosure of Relatives and Disclosure of Conflict of Interest. The Human Resources/Personnel Department processes the results of the Disclosures. Those who are determined to have conflicts of interest are transferred to jobs or positions within the company that do not place them in conflict of interest.

The significant shareholders of the Company are Roxas and Company, Inc. (RCI), First Pacific Natural Resources Holdings BV, and First Agri Holdings Corporation. All transactions, if any, which the Company enters into with these shareholders are subject to the approval of the Board of Directors of both companies.