Adherence to the highest standards of Corporate Governance is an integral part of the way we do business at Metro Pacific Tollways Corporation (“Tollways”).
In accordance with our principles of good governance and in support of MVP Group of Companies’ corporate governance principles, Tollways is dedicated to doing business in accordance with the highest standards of ethics.
Our company, directors, officers and employees strive to promote a culture of good corporate governance and responsible management practices, by observing and maintaining our core business principles of accountability, integrity, fairness and transparency in our relationships among ourselves and with our customers, suppliers, competitors, business partners, regulators, and the public.
Tollways believes that the reward of good governance is not just recognition but the continuous improvement on Company operations, breakthrough performance and sustainable growth that will serve the best interest of all our stakeholders.
Simply, governance is about oversight of organizational processes and practices with independence and accountability.
When applied to business, it is referred to as Corporate Governance. Corporate governance, then, is a set of rules that directs the relationships and practices of everyone in a company and in the community in which it does business. These rules ensure that honest decision making and transparent and accountable practices are maintained by the company and all its personnel.
Good corporate governance is a requisite to a good listed company. Companies who turn to outside sources of capital need to demonstrate sound governance to investors and lenders.
TONE FROM THE TOP:
“Governance is everyone’s business – the Board, top management, middle management and rank and file. For us, Corporate Governance is not just a set of rules to comply with. It must be a way of life, a set of habits, an attitude – indeed a culture – that will ensure success and prosperity for the long term.” – Mr. Manuel V. Pangilinan
Regulators require this. As a Filipino company, Tollways follows the corporate governance rules of the Philippine Securities and Exchange Commission (PSEC). The Manual on Corporate Governance, which institutionalizes the corporate governance principles committed to by the Company, is a PSEC requirement.
Fairness – We shall uphold the value of justice and fair play amongst everyone we deal with, both internally and externally.
Integrity – We shall act righteously, morally, and legally. We shall uphold the simple truth ‘honesty is the best policy’ and endeavor to act under the highest standards of ethics.
Transparency – We shall uphold the value of truthfulness in everything we do as we provide and disclose accurate material information in a timely manner.
Accountability – We shall take full responsibility for all our business decisions, actions/inactions, and conduct, and shall perform our duties and functions with utmost responsibility, integrity, honesty, loyalty and efficiency. We are accountable to the Company and its stakeholders (employees, customers, shareholders and business partners) all of whom we vow to serve to the best of our ability.
The following are the key players in ensuring the application of good governance practices and policies within Tollways:
To ensure adherence to corporate principles and best practices, the Board shall designate a Corporate Governance Officer as a Compliance Officer who shall monitor compliance and determine violations by the Company with the provisions and requirements of the Manual on Corporate Governance, and the rules and regulation of regulatory agency.
The Board of Directors (the “Board”) is primarily responsible for the governance of the Company. Corollary to setting the policies for the accomplishment of the corporate objectives, it shall provide an independent check on Management.
Tollways recognizes its responsibility to protect its shareholders’ rights by creating value and ensuring sustainable growth in business. Tollways upholds their rights to obtain relevant information about Tollways in a timely and regular basis. Tollways’ financial performance are regularly reported and these reports are immediately made public through press releases and postings in the MPTC’s website.
The Company is further committed in sustaining and/or further enhancing the high level of engagement of employees. Guided by the results of an employee engagement survey conducted, focused and deliberate initiatives are undertaken to help ensure employees job satisfaction and motivation.
Tollways continues to strengthen the good governance practice of its subsidiaries by strongly advocating the need for each subsidiary to adopt its own Manual of Corporate Governance and Code of Ethics.
Tollways seriously considers the impact of business decisions on the interests of its shareholders and other stakeholders. The Company also protects and maintains good relations with its suppliers and creditors based on mutual respect and benefit. The Company strives to foster long-term stability, direct and open relation, and continuous development with suppliers to attain
These policies were based on best Corporate Governance practices and adapted to the Tollways’ business environment:
(Click the title to download the PDF)
Corporate Governance Manual is the foundation of Tollways’ governance policies, which states the responsibilities of the Board, Management and the Company to stockholders and all other stakeholders. It complies with the SEC Code of Corporate Governance under SEC Memorandum Circulars No. 2 Series of 2002, No. 6 Series of 2009. The Corporate Governance Manual was adopted by unanimous vote of the Board of Directors on February 23, 2011.
Code of Business Conduct and Ethics establishes the commitment of everyone in the Company to do business according to the highest standards of ethics. The Code decrees the principles and values which shall guide and govern all decisions and actions of the Company’s Directors, Officers, and Employees when performing their respective duties and responsibilities, and all of the Company’s business relationships. This Code was approved by the MPTC Board on February 23, 2011.
Conflict of Interest Policy sets requirements for all directors, officers and employees to observe the highest degree of transparency, selflessness and integrity in the performance of their duties, free from any form of conflict with personal interest. This was approved on February 23, 2011.
Policy on Gifts, Entertainment and Sponsored Travel regulates the acceptance of gifts offered and given by third parties to prevent all directors, officers and employees from putting themselves in situations that could affect the fair, objective and effective performance of their duties. The gifts memorandum became effective on November 22, 2010 and the official policy was approved on November 29, 2016.
Policy on Gift Giving Activities provides guidance and procedural safeguards with respect to giving gifts to government officers/officials and business partners for or on behalf of Tollways in accordance with applicable laws and Company policies. Directors, officers, employees and consultants are enjoined to strictly comply with this Policy. This was approved on November 10, 2017.
Policy on Handling of Employee Whistleblowing provides guidelines on handling employee disclosure or complaints of violation of rules pertaining to the aforestated matters, protects whistleblowers from retaliation and ensures confidentiality and fairness in the handling of a disclosure or complaint. This policy was approved and adopted by the Board of Directors on February 26, 2013.
Employees’ conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow colleagues. Any suspected misconduct or awareness of irregularities may be reported to the appropriate level of management or to the CG office through the following channels:
All text messages, calls, detailed notes and/or emails received will be dealt with confidentially.
Supplier-Contractor Relations Policy seeks to ensure that the Company upholds the highest professional standards in business practices and ethics in its dealings with suppliers and contractors in the procurement of goods and services. The policy also seeks to maintain Tollways’ reputation for equal opportunity and honest treatment of suppliers in all business transactions. It establishes clear rules for arm’s length transactions and fair treatment of prospective and existing suppliers with the objectives of always obtaining the best value for the company. The policy specifically adopts the processes of vendor accreditation and competitive bidding as the general rule and establish practices to ensure the contracts are awarded only to qualified and duly-accredited suppliers and vendors who offer the best value for money for Tollways’ requirements. This was approved on February 4, 2015.
Insider Trading Policy regulates trading of shares by Company executives, officers and employees with direct access to unpublished information relating to the Company’s financial and operating results, in the interest of CG and transparency. This was approved on May 25, 2017.
Related Party Transactions Policy ensures that the transaction of the Company with its related parties are conducted in fair and at arms’ length terms. This was approved on March 20, 2017.
- Manual on Corporate Governance
- Code of Business Conduct and Ethics
- Conflict of Interest
- Gifts / Entertainment and Sponsored Travel
- Supplier / Vendor / Contractor Relations Policy
- Whistleblowing Policy
The CGO encourages the whistleblower to disclose his/her identity to enable him/her to be accorded the necessary protection. Nevertheless, a whistleblower may choose to remain anonymous.
The violation happens when potential best bids are being excluded from the search process in order to favor an existing supplier. Adopting and/or requiring specification of products and services favoring a particular SVC should be avoided. Some justified strategic partnerships such as reciprocal arrangements with corporate clients may be approved but transparency in such transactions must be maintained at all times.
Officers and employees must maintain a high degree of integrity and concern for the company’s interests. As soon as you become aware of the situation, disclosure can be done online by logging into the CG application or by downloading the form from the company intranet or website and submit it to your superior or directly to the CGO. You need not wait for it to be discovered by someone else.
Furthermore, if you are aware that your situation (such as family connections, business interests, knowledge of non-public information) puts you in a position to improperly influence a process, abstain or inhibit yourself from being part of that process.
By providing as much factual information and evidence as possible in order to allow the investigation to proceed. Be prepared to be interviewed when the investigation arises and to provide additional information as may be required.
While the dealings with bidders and SVC’s are to be held in confidence to protect the SVC’s information, the process and transaction shall be fully documented and accounted for fairly and accurately.
As a general rule, gifts offered should be politely refused. Cash or cash equivalents (such as gift certificates, cheques, electronic payments) should be politely refused and returned to the giver.
Officers and employees need to be careful and assess what is expected in return when a gift or other favor is offered. In addition, officers and employees need to take into account the value of the item, frequency and cumulative value of exchanges with the same recipient. It is not acceptable to receive repeated gifts from the same sender, even if each individual gift is of low value. If the gift places either party under an obligation, or appears to do so, then there is a problem.
It is prudent for the gift recipient to inform his superior of an offer or receipt of a gift to him or to other company personnel.
Please contact or submit a report to CGO using the following reporting channels:
My CG App
Helpline – 0999 993 0367
Email – firstname.lastname@example.org
In writing to – MPTC Corporate Governance Office, 7th Flr. Locsin Bldg, Ayala Avenue cor Makati Ave. Makati City
Please contact the CGO using the following reporting channels:
Helpline – 0999 993 0367
Email – email@example.com
In writing to – MPTC Corporate Governance Office, 7th Flr. Locsin Bldg, Ayala Avenue cor Makati Ave. Makati City
The identity of the whistleblower and witnesses shall be kept strictly confidential. Retaliation against any whistleblower or witness is prohibited and shall be dealt with by the company. A whistleblower also has the option of reporting anonymously but naturally, the protection from retaliation cannot be applied to an unidentified whistleblower or witness.
No. All reports are centralized at the CGO and the whistleblower allegation / concern / disclosure will be strictly governed and administered with highest confidentiality by the designated CGO personnel. The CGO is the sole recipient and administrator of all whistleblowing report channels groupwide.
No. But it is important to file a report as soon as you have enough evidence to make a good faith report. If you delay, evidence becomes stale, hampering the investigation, and then the CGO may not be able to resolve the problem.
Yes. Upon validation of the evidences, s/he shall be informed in writing by his/her immediate superior of the charges against him/her and be given the chance to defend himself during the course of the investigation.
Make your report to an immediate superior or an officer with whom you feel comfortable and who can take action concerning your allegations.
As a general policy, any complaint or report should be submitted to the immediate superior.
However, when matters are not acted upon by the immediate superior in accordance with the company’s standard reporting procedures or is concealed, or the immediate superior is involved in the infraction, or the reporting person fears reprisal which prevents him from availing of the company’s standard reporting procedures, then the complainant may file the disclosure to the CGO.
A complaint form can be submitted using the CG app or can be downloaded from the company website.
The policies shall be applied to, observed and implemented by all members of the Boards of Directors, Officers, Employees, and Consultants of the company and its subsidiaries, as well as third party business partners.
These are sound financial and non-financial internal control processes, practices, and competencies established to support the company and its managers in achieving results and in ensuring responsible and effective utilization and management of company resources.
Disclosure can be made to any of the following reporting channels:
Helpline – 0999 993 0367
Email – firstname.lastname@example.org
In writing to – MPTC Corporate Governance Office, 7th Flr. Locsin Bldg, Ayala Avenue cor Makati Ave. Makati City
Disciplinary actions against violators include administrative penalties such as suspension, and dismissal, and/or, when warranted, filing of appropriate criminal and civil actions.
A conflict of interest happens when the private interest of a director, employee, consultant, and/or his affiliate interferes or appears to interfere in any way with the interest of the company. These include actions and decisions influenced or appearing to be influenced by a subjective concern and/or the personal interests of the director, employee, consultant, or their affiliates, that runs counter to the company’s principles of accountability, integrity, fairness, and transparency.
To determine if you are in a conflict of interest situation, consider your actions and ask yourself, “Would you be happy if your friends and family knew what you were doing?” If you are not, your personal integrity may be at stake.
Inhibit yourself from any paperwork, action, or decision with respect to the transaction wherein you have a possible conflict of interest.
The recommendation is to exhaust all efforts to contact the giver and return the gift, explaining politely to the giver why the same was refused and returned. In case returning the item is unduly burdensome for the individual employee, s/he must surrender the item to the CGO which shall attempt to return the same. Should such attempt fail, the gift shall be raffled off to all employees at a pre-determined time (usually Christmas). The CGO shall also inform the giver of such disposition.
The corporate governance principles / core values state that as a company and as individuals we must observe:
FAIRNESS – We are just. We honor what is due and equitable.
INTEGRITY – We follow the law and are honest and ethical. We do the right thing even when no one is looking.
TRANSPARENCY – We are truthful. We disclose public information accurately and promptly.
ACCOUNTABILITY – We take full responsibility for our actions and decisions.
The policy frowns on mere baseless allegations, or worse, malicious, fabricated, and/or untruthful charges against any personnel in the company. All reports must be supported by sufficient evidence and related documents such as e-mails sent, receipts, etc., or by testimonies of other witnesses.
These are the things of value (such as cash or other cash equivalent, gift certificate, corporate gifts, token, or promotional items) whether perishable or non-perishable, favors and benefits (such as corporate discounts), given directly or indirectly to any Director, Officer, Employee, or Consultant of the company by a Third Party with whom the company does or may do business with.
As defined in the policy, token gifts, or gifts valued equal to or below Php4000, such as small corporate, promotional gifts, for example pens marked with the company logo and similar items, may be accepted and kept by the recipient, however, all of these must be disclosed.
Gifts offered in recognition of a personnel’s participation as speaker, facilitator, or reactor in a conference or seminar organized by Third Parties may also be accepted and kept by the recipient so long as similar gifts have been given also to other speakers, facilitators, or reactors in the same event.
An employee may also choose to refuse all gifts, even if these are within the acceptable thresholds.
A preliminary inquiry will be conducted, and you may be contacted for further information. The preliminary inquiry will determine if a full investigation should be undertaken and by whom.
If you ignore a situation and someone reports to the CGO of a potential COI situation then the penalties as defined in the policy shall become executory upon completion of due process.
As with any policy, failure to comply could result in corrective or even disciplinary action. The company could also choose to void a transaction that involved an undisclosed conflict of interest.
The CG policies are complementary to HRAD’s Code of Commitment, however, there are certain policies that are exclusive to CG such as the whistleblowing, conflict of interest, gifts, and other policies, including the applicable penalties thereof.
The Immediate Superior in coordination with the CGO will discuss to determine the appropriate action to be taken to manage the conflict of interest which may include prohibiting the individual from participating in any discussion or decision about the transaction or business relationship.
The withdrawal of a complainant shall not prevent the investigations from proceeding if sufficient evidence already exists.
You should state the facts with as much specific information as possible so that your allegations can be investigated, such as what occurred, who was involved, and dates of occurrence. You will be guided by the CG form wherein you should state the information required.
Be prepared, though, to answer questions that may be raised during the investigation.
A board of directors is the governing body elected or appointed representatives by the shareholders that exercises the corporate powers of the company, conducts all its business and controls its properties.
Collectively, as ‘the board’, directors are responsible for the governance of an organization. The board oversees purpose and culture for the organization, holds management to account, and is the ultimate decision-making body of the organization on broad matters including strategy, prosperity, entrepreneurship, social license and integrity.
Corporate governance is about doing the right thing at work and is an integral component of professional responsibility at all levels of a company. It first developed as a set of rules that defines the relationship and balances the interests of the shareholders who are the owners of a corporation and those who exercise control over it: the board of directors and management. Corporate Governance has nonetheless evolved to mean responsibility, not just to shareholders, but also to all other stakeholders of a company.
It refers to transparency, openness, and effective oversight in order to achieve the company goals and objectives while ensuring compliance.
The Manual on Corporate Governance enumerates the offices and persons responsible in ensuring adherence to sound corporate governance principles, best practices, and compliance commitments and their related requirements.
The Code of Business Conduct and Ethics states the company’s business principles and values, upholding of which would guide and govern all business relationships of the company, its directors, officers, and employees, including their decisions and actions when performing their duties and responsibilities.
The CGO is responsible for applying the Code to specific situations, providing guidance on issues arising from the Code’s implementation, and taking actions on Code matters such as reports of violations. All personnel are encouraged to contact the CGO over matters relating to the Code and its implementation.
The policy defines whistleblowing as the disclosure or filing of a complaint by an employee or a group of employees of the company who, in good faith believes that the company or any of his/their colleagues is or has engaged in an improper course of illegal or unethical conduct.
If you are an immediate superior or in a supervisory role, and you received a report of a suspected wrongdoing, if the report was made orally, you should normally document it in writing. You should exercise appropriate judgment in deciding whether the matter can be reviewed under your authority or should be referred to a higher level of management or to the CGO.
You will need to update the form on an annual basis or as soon as you become aware of a potential conflict of interest situation or relationship.
The annual disclosure is a mandatory procedure for all officers and employees to formally certify that they have observed the company’s rules concerning the Code of Business Conduct and Ethics which includes the COI policy.
A stakeholder is either an individual, group or organization that has an interest in a company and can either affect, or be affected by the organization’s actions, objectives and policies e.g. shareholders, employees, government, regulators, customers, and suppliers.
Board members who are not part of the company’s executive team, and do not engage in the day-to-day management of the organization but is involved in policy-making and planning exercises.
Director who also serve as an officer in the company or participate in the management of the company, and simultaneously serving as a member of the company’s executive management e.g. President and CEO who is also a member of the board.
The independent director is a special type of non-executive director and hence does not participate in the management of the company and who, apart from his fees and shareholdings, is free from any business or other relationship with the company, which could, or could reasonably be perceived to, materially interfere with his exercise of independent judgment in carrying out his responsibilities as a director.
It is each employee’s responsibility to determine that gifts, entertainment, and sponsored travel received are those permitted in this policy. Employees should consult their immediate superior or CGO when the appropriateness is unclear.
Everyone has a part to play in ensuring good corporate governance. The ultimate accountability rightfully rests with the board of directors and the officers, but the day-to-day observance of Corporate Governance principles and practices is everyone’s responsibility.
The gift giver or “Third Party” may be an existing or potential supplier, contractor, consultant, or a customer of the company with whom we do business or may do business with the company in the future.
An SVC is an existing or future agent, person, or entity selling its products and/or services to the company.
Any person i.e. employee, officer, a supplier, vendor or contractor, customer, and external party who makes a disclosure / reports about an actual, suspected, anticipated improper conduct / behavior in the organization via various dedicated channels.
This policy, in the interest of transparency, was intended to help protect the interest of the company and its directors, officers, employees, and consultants from unfounded accusations, or from accusations that your personal interests are compromising the integrity of your business-related actions and decisions.
The disclosure also provides an opportunity for you and your immediate superior to: 1. discuss your external activities and relationships that are or could be perceived to be conflicts of interest; and 2. develop remedial action or establish appropriate controls so that an actual conflict of interest will be avoided.
This policy was adopted to provide the safeguards so that the custom of gift giving and receiving shall be handled in accordance with the company’s principles of integrity, accountability, fairness, and transparency; and to ensure that officers and employees practice equal treatment, unbiased professionalism, and non-discriminatory actions. Relatives are also covered by this policy.
While the custom of giving and receiving gifts has been part of normal course of business in enhancing good relationships, this custom can be open to abuse and may be used to influence the objectivity of the recipient and affect the proper performance of a task.
Good corporate governance is at the heart of any successful business – – – because doing good is good business. It makes companies more accountable and transparent to the investors and gives them the tools to respond to legitimate stakeholder concerns. It contributes to the achievement of company objectives, drives improvement and development, and increases access to capital, encourages new investments, boosts economic growth, and provides employment opportunities.
Corporate governance practices are also designed to limit risk, keep the company out of legal trouble and helps gear key performance indicators to increase the long-term value of a company and its potential for growth.
Poor corporate governance, on the other hand, can lead to profit loss, corruption and a tarnished image and reputation for the corporation.
The Code establishes the norms of behavior to which all company personnel commit in order to conduct business according to the highest standards of ethics. The Code also enumerates and describes the principles and values which shall guide and govern all decisions and actions of the company’s directors, officers, and employees when performing their respective duties and responsibilities, and all of the company’s business relationships.
The company values its relationship with its suppliers, vendors, and contractors. The SVC policy is intended to promote the same values of integrity, fairness, transparency, and accountability in the conduct of our business. This is in keeping with the company’s interest of upholding of the highest professional standards in business practices and ethics in the procurement of goods and services.
The policy defines “best bid” as the SVC bid that offers the best value for the company’s money and requirements when subjected to a technical and commercial evaluation.
The whistleblower policy is intended to encourage employees, including the SVCs, to impose upon themselves the duty to disclose or to make good faith reports of suspected fraud, corruption, or other improper activity, or health and safety concerns within the organization to appropriate company officials and to describe the process that will be followed by the company in evaluating and investigating such reports. Equally, whistleblowers are assured of protection from retaliation.
Yes. The CGO will give consideration to allegations / concerns raised by an anonymous whistleblower subject to the review of the following factors prior to initiating any investigation:
a. The seriousness of the issue raised;
b. The credibility of the report;
c. The amount of details of information provided;
d. The availability of documentary evidence.
Integrity is an organizational core value, and a part of everyone’s job. Whenever possible, the immediate superior and CGO manages the conflicts and does not discourage part time job opportunities, starting up of a business, or continuing of studies.
Disclosure of these external activities avoids potential conflicts by allowing an objective set of eyes to look at your proposed activity. Disclosing is an easy procedure, and the management of conflicts protects the individuals and their endeavors.
Reporting a violation is not being disloyal to the company. It is working for the best interest of the company, as it upholds the values of integrity, fairness, transparency, and accountability.
The Code specifically requires the disclosure to the corporate governance office (CGO) of any awareness or knowledge of an existing or potential violation of the Code.
In case of doubts, on the interpretation of any of the Corporate Governance Policies or any concerns, please contact the CG Office at:
Address: 7th Floor L.V.Locsin Bldg., Ayala Ave cor Makati Ave, Makati City
Mobile No.: 0999 993 0367
E-mail address: email@example.com
ERM POLICY STATEMENT
The Management and employees of NLEX Corporation, are committed to implement an Enterprise Risk Management (ERM) System to manage all associated risks in order to maintain leadership in the tollways industry.
Specifically, the ERM System manages the risks and opportunities on the following corporate objectives:
- Financial Perspective: Increase shareholder value by growing revenues, maximizing profitability and maintaining robust cash flows.
- External Shareholders Perspective: Enhance relationships by delivering on customer value proposition, establishing positive brand positioning and fortifying partnerships with external stakeholders.
- Internal Process Perspective: Achieve operational excellence in all aspects of operations, asset management, innovation, project delivery and compliance with all applicable statutory and regulatory requirements.
- People and Organization Perspective: Build a professional, competent and engaged workforce and improve organizational resiliency and sustainability
To ensure the effective implementation of the ERM System, NLEX Corporation commits to:
- Align the ERM with the Corporation’s existing management systems and culture;
- Establish objectives and performance indicators that are aligned with overall organizational goals;
- Comply with applicable legal and regulatory requirements;
- Determine and designate competent personnel at all levels of the organization to manage ERM;
- Provide necessary resources to assist those accountable and responsible for managing risks;
- Have processes for communication and consultation with all interested parties;
- Continually improve the ERM System through regular monitoring, measurement and review.
This is our commitment and together we shall achieve this.
An ERM governance structure is established to ensure accountability and authority in implementing, managing, and improving the risk management processes and activities. Qualified and competent personnel are nominated from the different levels of the organization to ensure that roles and responsibilities are carried out.
The arrangements for an effective ERM System is aligned with the guidelines set forth in ISO 31000:2009 (Risk Management – Principles and Guidelines). In implementing the ERM System, NLEX corporation is guided by the risk management framework as illustrated in the figure below.
To ensure effectiveness of the ERM System, all units and personnel apply the risk management principles provided in Clause 3 of ISO 31000:2009 at all levels of the Corporation.
The ERM Framework mirrors the Plan-Do-Check-Act (PDCA) cycle and consist of the following key elements:
Policy and Governance
- Provides the mandate and demonstrates the commitment of the organization
- Design of the overall framework for managing risks on an ongoing basis
- Implementing the risk management structure and program
Monitoring and Review
- Oversight of the management system structure and performance
- Improvements to the performance of the overall management system