- What is the difference between the “Manual on Corporate Governance” and the “Code of Business Conduct and Ethics”?
- What is the rule on relatives vis-a-vis conflicts of interest?
- How do we differentiate between information we should disclose and information we should keep confidential?
- What is the role of the Corporate Governance Office (CGO)?
- Engineering / Advocacy – developing policies and procedures affecting good Corporate Governance
- Education – cascade and implementation of policies and procedures
- Enforcement – ensuring compliance to policies and procedures
- Reportorial Requirements – taking actions on CG matters such as reports of violations and submitting required reports i.e. to SEC, etc.
- What happens to “old” policies and orders already being observed and practiced in the company?
- Do I violate the policy if I stick to a long-time trusted and proven supplier?
- What is whistleblowing?
- Would reporting a violation be seen as being disloyal to my co-employee?
- Can a rank and file employee “blow the whistle” on an officer?
- What evidence must be presented with respect to the complaint?
- How is the “whistleblower” protected?
- What happens when the whistleblower backtracks?
The Manual on Corporate Governance institutionalizes the principles of sound corporate governance in the entire Company. It enumerates the Company’s governance and compliance commitments and their related requirements, in ensuring adherence to sound corporate governance principles and best practices.
The Company’s Code of Business Conduct and Ethics states the Company’s business principles and values, upholding of which would results in the promotion of a culture of good corporate governance in the Company. These principles and values 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 COI Policy directs the Tollways directors, employees and consultants to disclose to their immediate superiors any familial relationships and affinities, particularly if such relationship may be cause of a potential or actual conflict situation – that is, judgments and decisions may be influenced or impaired (or appear to be influenced and impaired) by the existence of such relationships among the involved parties.
With the required disclosure, the persons concerned are expected to inhibit themselves from participating directly or indirectly in any process, decision, and transaction involving their relations and affinities. This includes not signing any document related to the said transaction or action. A work unit or station transfer may not be necessary if the Policy has been observed and complied with by the persons concerned, unless the immediate superior warrants such transfer as necessary.
The HR shall handle matters involving relatives reporting to or supervising each other in the Company. Having relatives and affinities working for a competitor company is not a violation of the Policy. However, the Policy does require all directors, employees and consultants to observe confidentiality of the Company’s non-public information.
Material information such as those which could potentially affect the Stakeholders, and the public, and other public information such as Company reports must be disclosed publicly in a timely manner. Each personnel is encouraged to consult with other offices and employees in determining public disclosures, keeping in mind the goal of making full, fair, accurate, timely and understandable disclosures.
Confidential information, on the other hand, includes any non-public information that might be use to competitors or harmful to the Company, its business partners, customers, and other parties it relates with.
The Corporate Governance Office (CGO) is responsible for the following:
The provisions of the Code prevail over any policy, system practice, order and similar official corporate issuance inconsistent with the Code. Such policy, practice, order or issuance is to be reviewed and amended to coincide with the letter and spirit of the Code.
The violation happens when potential best bids are being excluded from the search process in order to favour an existing supplier. Adopting and/or requiring specification of products and services favoring a particular supplier 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.
The simplest definition is “reporting of violation of Company rules or commission of unethical acts by an employee”.
Tollways holds whistleblowing and whistleblower protection as integral to the principles and values of accountability, integrity, fairness, and transparency. Employees are encouraged to impose upon themselves the duty of disclosing covered offenses in the organizations.
A violator should be held responsible for his actions. After all, he is fully aware of violating Company policies in committing the act.
The Code demands that each employee to be loyal to the Company. The foremost duty of any employee in the Company is to protect the interests of the Company, and not those who are contravening these interests. Loyalty to a co-employee is only secondary. Nonetheless, following our principle of fairness, humanitarian aspects shall be considered by the Committees on Employee Discipline and Officer Discipline in giving out the appropriate penalty to the violator.
The policy applies to everyone regardless of rank, position or tenure in the Company.
The policy frowns on mere malicious allegations, or baseless fabricated and untruthful charges against any personnel in the Company. All reports must be supported by related documents such as e-mails sent, receipts, etc., or by testimonies of other witnesses.
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 in such a case.
The withdrawal of a complainant shall not prevent the investigations from proceeding if sufficient evidence already exists.
In case of doubts, on the interpretation of any of the Corporate Governance Policies or any concerns, please contact the CG Office at:
Address: 10th Floor, MGO Building, Legaspi cor. Dela Rosa St., Makati City
Mobile No.: 0999 993 0367