Inclusive Stakeholders Engagement
The Board shall be committed to respect the following rights of the stockholders:
Voting Right
Shareholders shall have the right to nominate, elect, remove and replace directors and vote on a certain corporate acts in accordance with the Corporation Code of the Philippines.
Power of Inspection
The Company shall allow all stockholders to inspect books and records of the Compnay including minutes of the Board Meetings and stock registries in accordance with the Corporation Code, and during normal business hours.
Right to Information
The Company recognizes that the essence of corporate governance is transparency, hence, the more transparent the internal workings of the Company, the more difficult it will be for Management and dominant shareholders to mismanage the Company or missappropriate its assets.
Right to Dividends
Subject to the discretion of the Board, all stockholders shall have the right to receive dividends.
Appraisal Right
The stockholders shall hae appraisal right or the right to dissent and demand payment of the fair value of their shares in the manner provided under Section 82 of the Corporation Code, under any of the following circumstances:
a) In case any amendment to the Articles of Incorporation has the effect of changing or restricting the rights of any stockholders or class shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence;
b) In case of sale, lease, exchange, transfer, mortgage, pledge, or other disposition of all or substantially all of the corporate property and assets as provided in the Corporation Code;
c) In case of merger or consolidation.
The appraisal right may be excercised by any of the stockholders by making a written demand on the Corporation within (30) days, for payment of the fair value of his shares.
Promotion of Shareholders’ Rights
It shall be the duty of the directors to promote shareholders’ rights, remove impediments to the exercise of shareholders’ right and allow possibilities to seek redress for violation of their rights. They shall encourage the exercise of the shareholders’ voting rights and the solution of collective action problems through appropriate mechanism. They shall be instrumental in removing exessive costs and other administrative or practical impediments to stockholders participating in meeting and/or voting in person. The directors shall pave the way for the electronic filing and distribution of stockholder information necessary to make informed decisions subject to legal constraint.
(For more details, kindly refer to PART V of our Manual on Corporate Governance)