Company Policies

In support of Globe’s corporate documents, MCG, Code of Conduct and Charters, below are our company policies and discussion on CG-related practices:

In order to prevent Company insiders from taking unfair advantage over non-public information, Globe prohibits key officers and employees with access to the quarterly results in the course of its review, from trading in Company shares ten (10) trading days before and three (3) trading days after any structured report/disclosure, and three (3) trading days before and three (3) trading days after an unstructured report/disclosure.

Learn more about our Insider Trading Policy.

In accordance with our By-Laws, MCG and Board Charter, any shareholder, including minority shareholders, may submit to the Nomination and Governance Committee the names of the nominees to the Board of Directors including the independent directors. The Corporate Secretary presents all nominations to the Nomination and Governance Committee. Copies of the profiles of the nominees to the Board of Directors will be provided in our Information Statement and in the Globe website for examination by the shareholders as well as other reports required to be submitted to the SEC.

 

The Nominations shall be conducted as follows:

  • Nomination of director/s, including independent directors, shall be conducted by the Nomination and Governance Committee prior to a shareholders meeting. All recommendations shall be signed by the nominating shareholders together with the acceptance and conformity by the would-be nominees.
  • The Committee shall pre-screen the qualification and prepare a final list of all candidates and put in place screening policies and parameters to enable it to effectively review the qualifications of the nominees including independent director/s.
  • After the nomination, the Committee shall prepare a Final List of Candidates which shall contain all the information about all the nominees for directors including independent directors, as required under Part IV (A) of Annex “C” of SRC Rule 12, which list, shall be made available to the SEC and to all shareholders through the filing and distribution of the Information Statement, in accordance with SRC Rule 20, or in such other reports Globe is required to submit to the SEC. The name of the person or group of persons who recommended the nomination of the directors, including independent directors, shall be identified in such report including any relationship with the nominee.
  • Only nominees whose names appear on the Final List of Candidates shall be eligible for election as Director/s. No other nominations shall be entertained after the Final List of Candidates shall have been prepared. No further nominations shall be entertained or allowed on the floor during the actual annual stockholders’/memberships’ meeting.
  • The election of Independent Director/s shall be as follows:
    • The conduct of the election of independent director/s shall be made in accordance with the standard election procedures of the Corporation or its By-Laws.
    • It shall be the responsibility of the Chairman of the Meeting to inform all shareholders in attendance of the mandatory requirement of electing independent director/s. He shall ensure that independent director/s are elected during the stockholders’ meeting.
    • Specific slot/s for independent directors shall not be filled-up by unqualified nominees.
    • In case of failure of election for independent director/s, the Chairman of the Meeting shall call a separate election during the same meeting to fill up the vacancy.

 

The Election and Voting Procedures shall be conducted as follows at the stockholders’ meeting where a shareholder may opt for manual voting or electronic voting:

  • For manual voting, each shareholder will be given a ballot upon registration to enable the shareholder to vote in writing per item in the agenda, which includes, among others, the election of directors including independent directors. The shareholder may drop his ballot in ballot boxes placed at the registration area and inside the Ballroom;
  • For electronic voting, there will be computer stations placed outside the Ballroom where shareholders may cast their votes;
  • Both ballot and website platform will state the proposed resolutions for consideration by the shareholders and each proposed resolution will be shown on the screen as the same will be take up at the meeting;
  • Election of directors will be by plurality of votes, and every shareholder will be entitled to cumulate his votes. Each outstanding share of stock entitles the registered shareholder to one vote;
  • As the shareholders take up an item in the agenda, including the election of all directors, the Corporate Secretary will report on the votes received and tabulated by his office at that point in time; and
  • An independent external auditor will validate the voting results and the final tally of the votes will be reflected in the minutes of the meeting. The minutes of the meeting will be made publicly available within five (5) business days from the date of the meeting through the Globe website.

 

Replacement of Directors in case of Vacancy

 

In case of resignation, disqualification or cessation of directorship and only after notice has been made with the SEC within five (5) days from such resignation, disqualification or cessation, the vacancy shall be filled by the vote of at least a majority of the remaining directors, if still constituting a quorum, upon the nomination and endorsement of the Governance and Nomination Committee. Otherwise, said vacancy shall be filled by the shareholders in a regular or special meeting called for that purpose. A director so elected to fill a vacancy shall serve only for the unexpired term of his predecessor in office.

 

For list of qualifications, disqualifications and temporary disqualifications of a director, including independent directors, please refer to Article II, Sections 2.8 to 2.10 and 5.1 to 5.3 of our MCG as well as the Nomination and Governance Committee Charter.

All directors and key officers are required, within three (3) trading days upon change in their ownership of securities, to submit the statement of changes of ownership in securities (SEC Form 23-B) in relation to their trades to the Office of our Chief Compliance Officer for immediate submission and disclosure to the SEC and the PSE, among other regulatory bodies.

 

Once submission and disclosure to pertinent regulatory agencies are completed, we reflect the information in our relevant reports and the website under the ‘SEC/PSE Disclosures’ page and the ‘ACGR’ page.

The personal interest of directors and officers should never prevail over the interest of the Corporation. They are required to be loyal to the organization so much so that they may not directly or indirectly derive any personal profit or advantage by reason of their position in the Corporation. They must promote the common interest of all shareholders, including minority shareholders and other stakeholders, and the Corporation without regard to their own personal and selfish interests. 

 

  1. A conflict of interest exists when a director or an officer of the Corporation
    1. supplies or is attempting or applying to supply goods or services to the Corporation;
    2. supplies or is attempting to supply goods, services or information to an entity in competition with the Corporation;
    3. by virtue of his office, acquires or is attempting to acquire for himself a business opportunity which should belong to the Corporation;
    4. if offered or receives consideration for delivering the Corporation’s business to a third party;
    5. is engaged or is attempting to engage in a business or activity which competes with or works contrary to the best interests of the Corporation; and
    6. is disqualified by virtue of Article II, Section 2.9 of this Manual.
  2. If an actual or potential conflict of interest should arise on the part of directors, it should be fully disclosed and the concerned director should not participate in the decision making. A director who has a continuing conflict of interest of a material nature should either resign or, if the Board deems appropriate, be removed from the Board.
  3. A contract of the Corporation with one or more of its directors or officers is voidable, at the option of the Corporation, unless all 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. The vote of such director was not necessary for the approval of the contract;
    3. The contract is fair and reasonable under the circumstances; and
    4. In case of an officer, the contract has been previously approved by the Board of Directors.

      In the case of a contract with a director, such contract may be ratified by the vote of shareholders representing two-thirds (2/3) of the outstanding capital stock in a meeting called for that purpose; provided that full disclosure of the adverse interest of the director involved is made at such meeting; and provided further that the contract is fair and reasonable under the circumstances.

  4. Where a director, by virtue of his office, acquires for himself a business opportunity which should belong to the Corporation, thereby obtaining profits to the prejudice of the Corporation, the director must account to the latter for all such profits by refunding the same, unless his act has been ratified by a vote of the shareholders owning or representing at least two-thirds (2/3) of the outstanding capital stock. This provision shall be applicable notwithstanding the fact that the director risked his own funds in the venture.

 

The foregoing is without prejudice to the Corporation's existing Rules on Conflict of Interest for its directors, officers and employees.

Globe's Conflict of Interest policy is applied to all regular employees, officers, and directors of Globe and Subsidiaries, including consultants/project hires seconded to or engaged on a full-time basis by Globe. The said policy is included in the Company's Code of Conduct under Article 18:

"ART. 18. Conflict of Interest — It is the obligation of every employee to declare and divulge in writing to the Company his own involvement in any conflict of interest with the Company. Failure on the part of an employee to divulge the same to the Company shall be penalized with DISMISSAL.

 

Learn more about our Conflict of Interest Policy.

Related Parties shall mean Globe and its controlling shareholders, joint ventures, subsidiaries, associates, affiliates, officers and directors, including their spouses, children and dependent siblings and parents, and that of interlocking director relationships by members of the Board.

Parties are considered to be related to Globe if it has the ability, directly or indirectly, to control Globe or exercise significant influence over Globe in making financial and operating decisions, or vice versa, or where Globe and the party are subject to common control or common significant influence.

The Globe policy on RPTs institutionalizes our assurance of protection for our shareholders, including minority shareholders, and all stakeholders from abusive RPTs as well as reinforces the CG principles of complete disclosure and transparency in relation to such transactions. Among other key provisions, the Globe policy on RPTs provides for:

 

  • the definition of RPTs,
  • the coverage and materiality threshold,
  • guidelines to ensure arm’s length terms,
  • identification and prevention or management of potential or actual conflicts of interest,
  • the role of and review by the Audit and RPT Committee in relation to RPTs,
  • whistle-blowing mechanisms,
  • restitution of losses and other remedies for abusive RPTs, and
  • proper disclosure of RPTs, in addition to the provisions under Article III, Section 8.5 of our MCG.

 

Shareholders, including minority shareholders, and other stakeholders are provided with proper guidelines and procedures for right of action and remedies that are readily accessible in order to redress the conduct of Globe (e.g. Facebook page, Twitter account, e-mail account, and hotline numbers), as necessary. The Globe policy on whistle-blowing as stated in the Code of Conduct shall also apply to any abuse of RPT. With support from the Corporation's Human Resources Group, such whistle-blowing concerns and reports may be addressed to Mr. Niño Guardino, Labor Relations Manager. Whistleblowing in relation to RPTs shall be reported to the Audit and RPT Committee.

 

Learn more about our Policy on RPTs here.

 

The employee, by virtue of his employment, is bound not to betray that trust by seeking to gain any undue personal or pecuniary advantage (other than the rightful proceeds of employment) from his dealings with or for and in behalf of the Company.

 

Globe employees maintain the highest standards of honesty and professional conduct. Seeking undue financial and material advantage from transactions with Globe is a breach of trust between the employee and the Company.

 

Employees are reminded through internal communications channels to fill out gift disclosures especially during national festivities. The form is then submitted to employees' respective group heads who will decide whether the gift shall be returned, kept by the employee, or be surrendered to Human Resources Group for possible use during company events.

 

The Company's adopted Code of Conduct promulgates policies governing the following matters: (i) Conflict of Interest, (ii) Whistleblowers, (iii) Insider Trading, (iv) Related Party Transactions, and (v) Health, Safety and Welfare of Employees. It also has existing formal policies concerning Unethical, Corrupt, and Other Prohibited Practices covering both its employees and the members of the Board. These policies serve as guide to matters involving work performance, dealings with employees, customers and suppliers, handling of assets, records and information, avoidance of conflict of interest situations and corrupt practices, as well as the reporting and handling of complaints from whistleblowers. The Company also conducts periodic lectures and seminars on anti-corruption initiatives to all employees.

 

Access Globe's Code of Conduct and Ethics here.

It is our policy to protect the rights of our creditors by maintaining, at all times, our good credit standing. We thus strictly observe contractual obligations, and regard fair and truthful disclosure and transparency of financial records and dealings  of utmost importance to assure creditors of our continued credit worthiness. Our periodic reports to our creditors such as our latest certified Financial Statements, Certificate of No Default, and CFO Certification on compliance with financial ratios ensure the Creditors of the company’s financial soundness.

 

We provide prompt and accurate reports of our financial standing to creditors by providing them our financial and operating results, Management and Discussion Analysis and Financial Statements on a periodic basis that allow the creditors to continuously evaluate and monitor our performance and credit standing.

 

Moreover, we adopted an expanded corporate governance approach in managing business risks. A Revised Enterprise Risk Management Policy was developed to provide a better understanding of the different risks that could threaten the achievement of our vision, mission, strategies, and goals. The policy also highlights the vital role that each individual plays in the organization from Senior Management to staff in managing risks and in ensuring that the company’s business objectives are attained. With this, it assures the creditors that we are proactive in managing our risks and are committed to sustaining the growth of the company. As part of the implementation, we regularly submit our quarterly financial results to the PSE and SEC.

 

The loan agreements with banks and other financial institutions provide for certain restrictions and requirements with respect to, among others, maintenance of financial ratios and percentage of ownership of specific shareholders, incurrence of additional long-term indebtedness or guarantees and property encumbrances.

We follow socially responsible procurement practices for vendors. The team maximizes value through commodity management, selection of best-in-class suppliers, and pursuit of process excellence in procurement and supply chain management. Vendor partners undergo a comprehensive accreditation process which includes assessment of their legal, technical, and financial capability from business continuity to conflict of interest, safety, health, and environmental policies. Grounded on the practice of fair, ethical and governance policies, opportunity is equitably provided to the appropriate suppliers through competitive bidding and auctions. Proposals are evaluated on the basis of best-value including a consideration of their environmental and social policies and practices. Given equivalent proposals, preference for purchase award is given to local suppliers.

 

Relationships with suppliers are also highly valued, with each considered a business partner. We continue to recognize and foster strong business relations with our partners through the Business Partner Awards. Vendors also provide learning opportunity through plant visits and technology briefings. Conversely, Vendor Clinics are initiated for selected vendors to help improve their performance and competitiveness.

 

As strong advocates of fairness, accountability, transparency, and integrity in all aspects of the business, Globe commits to the principles and best practices of corporate governance and responsibility in the attainment of our corporate goals and strategic direction.

 

Furthermore, we recognize the importance of institutionalizing sustainability practices in the pursuit of its goals. The Globe Telecom Supplier Code of Ethics establishes standards of quality and business integrity to ensure that working conditions are safe, workers are treated with respect and dignity and that business operations are environmentally responsible and conducted ethically.

 

The Supplier Code of Ethics shall be applicable to all vendors of the Globe Group of companies. Globe expects its vendors to acknowledge and actively support the Code and to continually seek to conform to the standards contained therein. Globe expects that the principles apply to vendors, their parent entities and subsidiaries or affiliate entities, and with other entities with whom they do business including employees, suppliers, subcontractors, and other parties.

We are committed to promote environmental sustainability by reducing the impact of our business operations to the environment and we shall achieve this together with the help of our employees, business partners, and clients. We have robust systems in place to manage our environmental impact and integrate these into our corporate social responsibility management.

 

Climate change remains a real, immediate threat to our existence. Developing countries — particularly low-lying, coastal areas like the Philippines — bear the biggest brunt as they are usually the worst hit by droughts, flooding, famine, and extreme weather events.

 

Thus, environmental sustainability emerges as our immediate responsibility, especially in the face of two contrasting events: global warming and the rising demand for energy in homes and industries.

 

This is in response to two of the United Nations’ Sustainable Development Goals (SDGs): Responsible Consumption and Production and Climate Action. These two global goals go hand in hand in urgently seeking to reduce our ecological footprint and mitigating the drastic effects of climate change — with human and material losses at stake —as significantly brought about and accelerated by human activities.

 

Globe commits to be socially responsible in all our dealings with the communities where we operate. We ensure that our interactions serve our environment and stakeholders in a positive and progressive manner that is fully supportive of our comprehensive and balanced development.

 

We recognize and place an importance on the interdependence between business and society, and promote a mutually beneficial relationship that allows us to grow our business, while contributing to the advancement of the society where we operate.

 

Our Board is instrumental in encouraging sustainable development and empowering our President and CEO and Chief Sustainability Officer in observance of responsible business operations and working alongside local government and other institutional partners to contribute to solving complex global challenges that may directly or indirectly Globe. We do not only comply with existing regulations, but also voluntarily employ value chain processes that take into consideration economic, environmental, social and governance issues and concerns in accordance with our own sustainability framework and our adopted global reporting standard.

 

We are committed to promote environmental sustainability by reducing the impact of our business operations to the environment and we shall achieve this together with the help of our employees, business partners, and clients. We have robust systems in place to manage our environmental impact and integrate these into our corporate social responsibility management.

 

Climate change remains a real, immediate threat to our existence. Developing countries — particularly low-lying, coastal areas like the Philippines — bear the biggest brunt as they are usually the worst hit by droughts, flooding, famine, and extreme weather events.

 

Thus, environmental sustainability emerges as our immediate responsibility, especially in the face of two contrasting events: global warming and the rising demand for energy in homes and industries.

 

This is in response to two of the United Nations’ Sustainable Development Goals (SDGs): Responsible Consumption and Production and Climate Action. These two global goals go hand in hand in urgently seeking to reduce our ecological footprint and mitigating the drastic effects of climate change — with human and material losses at stake —as significantly brought about and accelerated by human activities.

 

 

For more details on Globe’s environmental and sustainability policies and initiatives, please refer to our 2016 ASR (pp. 68-73).

Through Globe Bridging Communities, the Corporate Social Responsibility platform of Globe, and our subsidiaries, we aim to transform underserved communities nationwide through relevant and innovative solutions that harness the power of collaboration and inclusivity through information and communications technology. The objective is to ensure sustainability by creating shared value across our employees, customers, and our stakeholders in areas where we operate. As our business continues to grow, we contribute to nation-building and shareholder value with an engaged and empowered work force committed to do a Globe of Good.

 

We adopt best practices of ISO 26000 Social Responsibility enabling us to operate in a socially responsible way across the organization and seek continuous innovative solutions in creating a wonderful world. ISO 26000 helps businesses and organizations translate principles into effective actions and shares best practices relating to social responsibility, globally.

 

For more details on Globe’s community interaction, please refer to our 2016 ASR (pp. 74-75, 82-91).

Through various channels which includes a hotline, portal, an email address as well as designated group, the Company provides for a mechanism that allows, employees, suppliers, and even third parties to report suspected violations of Company policies on unethical and corrupt practices, misappropriation of Company assets, fraudulent reporting practices, and other violations of the Company Code of Conduct, Stock Transaction Policy, Code of Corporate Governance and Securities Regulation Code. Disclosures made in good faith are protected by keeping the information confidential. The identity and source of the information are likewise protected to the extent required by law.

 

Among other channels, reports or concerns may be sent via [email protected] or the Hotline, 09178189934. Globe will do its utmost to provide feedback within twenty-four (24) hours upon receipt of the e-mail. All reports, issues, concerns, and/or grievances submitted to the Company will be treated with confidentiality to ensure the safety of the whistleblower and parties involved.

 

To read more on our Whistle Blowing Policy, refer to pages 85-93 of our Employee Handbook on Code of Conduct.

We value our workplace’s health and safety. We commit to zero fatality among our employees and strive for best practices by being Occupational Health and Safety (OHSAS 18001:2007) certified in select sites. Globe's employee welfare policy likewise follows the standards on Occupational Health & Safety Management System (OHSAS) 18001.

 

To provide a healthy, happy, and safe workplace, we commit to:

 

  • Continuously assess all health and safety hazards in the workplace and provide programs to eliminate these hazards;
  • Comply with all occupational safety and health standards applicable to our business;
  • Train and motivate our employees to work in a safe manner and encourage our business partners to adopt these principles;
  • Report our occupational safety and health performance to our stakeholders; and
  • Conduct a regular review of our management system to ensure that the commitments of this policy are being delivered, and strive for continual improvement.

 

 

Globe complies with RA 7610 or the Special Protection of Children Against Child Abuse, Exploitation and Discrimination Act, and has full observance of the principles of the Human Rights Act and Child Labor Law. Benchmarking such regulations generate a happy workplace without presenting any fear of discrimination or violation towards any of our employees. Our company does not condone the violation of the rights of indigenous people, nor do we promote any operational activities that would pose hazardous risks or damages to children or young employees.

 

Read more about data we have and our policies and initiatives in relation to health, safety and welfare of our customers and employees in our 2016 ASR (pp. 76-84).

Our remuneration philosophy, policy and framework are designed to attract, retain, and engage talents. These are developed to support the business strategies and enhance value of the organization. Our policy specifies the relationship between remuneration and performance, including but not limited to, specific financial and non-financial metrics.

 

  • We encourage and nurture a strong performance-oriented culture; recognize and reward talents who demonstrate and create value for the organization
  • We position ourselves as a preferred employer in providing compelling total rewards experience encompassing continuous learning and development; competitive and market-driven compensation; pay for performance; and core and innovative benefits to meet personal and family needs.

 

In order to support our rewards philosophy, our targeted reward strategies are as follows:

 

  • Adopt a total rewards approach, using both the tangible and intangible aspects of rewards to drive the Globe employment experience;
  • Market driven to attract and retain top talent in the business;
  • Operate on a single-platform-differentiated-application approach to accommodate different talent segments;
  • Promote relevant reward programs that will be sensitive to employee lifecycles and experiences;
  • Practice transparency, clarity, and consistency in our reward delivery.

 

Annual remuneration reviews are conducted considering the company, business unit, and individual performance. It is also reviewed vis-à-vis market rates and our financial capability is considered for any incentive payout. Performance evaluations for Senior Management are made according to these considerations.

 

Current remuneration initiatives allow for certain incentives to be withheld in any year should an employee or executive fail to meet performance requirements or be involved in any misconduct and are given a disciplinary action resulting to suspension or demotion. The implementation of this policy is subject to certain terms and conditions that include, but are not limited to, the findings from internal investigations and assessments on the misconduct or violation against company policies or applicable laws and timing of the misconduct or investigations within the year.

 

Remuneration Components

The remuneration structure of the Senior Management is composed of four main components – Fixed Remuneration, Benefits, Short Term Incentives (Performance Bonus), and Long Term Incentives. The structure is designed such that the variable component increases as the executive moves up in our corporate ladder. This only applies to our employees as our Board of Directors receive per diem remuneration approved by our shareholders, except for our President and CEO who is our only executive director. As stated in the Policy on Remuneration of Board, our executive director does not receive per diem remuneration in addition to his remuneration as part of Globe’s Management in his role as the President and CEO.

 

Fixed Remuneration

The fixed remuneration is composed of the base salary and is reflective of the value of the role in the prevailing market and the value of the role compared to the other roles in Globe. Other factors that come into play in the base salary are individual performance, qualifications, experience that the executive/employee brings into the company. The Year-on-Year increases determined by individual performances, prevailing market rates on annual salary increases, pay positioning, economic indicators, and Globe’s financial capabilities.

 

Benefits

We provide benefits that are consistent with local market practice and that are relevant to meet the personal and family needs of the Senior Management. Included here are medical benefits for in-patient and out-patient care, life insurance, retirement benefits, club membership, and car and car-related expenses.

 

Short-Term Incentives (Performance Bonus)

The short-term incentive plan is Globe’s Variable Pay Program for non-sales, non-unionized employees. The incentive is determined by the achievement of performance targets that are set at the beginning of the performance year. It considers delivery of corporate, business unit, and individual performance targets that are defined annually. This is usually paid out to employees within the second quarter of the year following the confirmation of all performance targets and individual performance.

 

Corporate and Business unit targets are financial/operational targets set in order to support the overall business goals and thereby increasing our value as a company. This incentive plan drives us to work together towards achieving common goals and encourages performance in the company. The award size for this incentive is differentiated by the employee’s level such that higher incentive multiple is at stake as the Senior Management moves up the organization.

 

Long-Term Incentive Plan

Our Long-Term Incentive Plan (LTIP) was created to replace the Employee Stock Option which was last awarded in 2009. The new plan’s primary objective is to drive long term performance in a highly competitive market by aligning management interest with the shareholders’ interest. It also aims to motivate participants to sustain high levels of contribution. Furthermore, it is designed to attract and retain key executives whose contributions are essential to Globe’s growth and profitability through a rewards scheme that fosters a sense of genuine loyalty among employees and belongingness within the Globe community thereby retaining these talents even after payouts are given out. Lastly, the plan should propel shareholder value through superior business performance driven by happy and satisfied employees.

 

The incentive is delivered through a performance share-based plan where it awards executives with company shares contingent upon the achievement of specified long-term goals over a specified performance period.

 

The Plan allows for overlapping performance periods to support rolling multi-year business plans and employee retention. It has a 3-year performance period to support business planning cycle covering January 1, 2014 to January 1, 2016.

 

To ensure alignment of Senior Management’s interest to that of Globe’s, the plan includes a stock ownership requirement where the Senior Management are required to maintain shares equivalent to 75 percent to 100 percent of their annual base salary.

 

Our employee and executive rewards or compensation policy is further discussed in our annual reports with the disclosure of Management’s total remuneration in our ACGR (Item D(5)).

The Company returns dividends equivalent to 75%-90% of its prior year's core net income to its shareholders.

 

Dividends declared by the Company on its stocks are payable in cash or in additional shares of stock. As a policy and as much as practicable, Globe observes a 30-day period for the payment of dividends to shareholders from the declaration date of such dividends.

 

The Board of Directors (BOD) of Globe Telecom regularly reviews the dividend policy, including the frequency of its distribution, taking into account the Company's operating results, cash flows, debt covenants, capital expenditure levels, and liquidity.

 

The payment of dividends in the future will depend upon the earnings, cash flow, and financial condition of the Company and other factors.

 

Learn more about our Dividend Policy.

Aligned with our MCG, our Board:

  • Acts on a fully informed basis, in good faith, with due diligence and care, and in the best interest of Globe and all shareholders in a manner characterized by transparency, accountability and fairness as well as exercise leadership, prudence and integrity in directing Globe towards sustained progress over the long term.

  • Oversees the development of, and approve, Globe’s vision, mission, values, corporate strategies and objectives and monitor implementation in order to sustain Globe’s long-term viability and strength. It is our Board's responsibility to foster the long-term success of Globe and the corporate objectives and to sustain our competitiveness and profitability in a manner consistent with the corporate objectives and the best interest of our shareholders and other stakeholders. Our Board sets forth policies that guide its activities, including the means to effectively monitor Management’s performance. The vision, mission, values and strategic objectives, are subject to review by our Board, at least once every five (5) years, if not sooner as deemed necessary.

  • Creates and sustains a corporate culture where employees are actively involved in the realization of Globe’s vision, mission, goals and corporate governance such that employees experience a sense of accountability and inspiration in the workplace. This may translate to programs for employees’ training and development and health, safety and welfare.

  • Ensures that there is a group-wide policy and system governing RPTs and other unusual or infrequently occurring transactions, particularly those which pass certain thresholds of materiality. The policy includes, among others, the appropriate review and approval of material or significant RPTs, which guarantee fairness and transparency of the transactions and encompass all entities within the group, taking into account their size, structure, risk profile and complexity of operations.

  • Approves the selection of and assess the performance of the Management led by the President and CEO, and control functions led by their respective heads including the Chief Risk Officer (CRO), Chief Compliance Officer, and Chief Audit Executive (CAE).

  • Establishes an effective performance management framework that will ensure that the Management, including the CEO, and personnel’s performance are at par with the standards set by our Board where due consideration on competency, integrity, technical expertise and experience in Globe’s business, either current or planned, is applied, among other considerations.

  • Ensures the presence and adequacy of internal control mechanisms and systems for good governance. The minimum internal control mechanisms for our Board's oversight responsibility include, but shall not be limited to:
    • Ensuring the presence of organizational and procedural controls supported by an effective management information system and risk management reporting system;
    • Reviewing conflict-of-interest situations and providing appropriate remedial measures for the same as applicable to Management, Board members, and shareholders;
    • Appointing a CEO with the appropriate ability, integrity, and experience to fill the role; and defining the duties and responsibilities of the CEO;
    • Ensuring the review of the Corporation's personnel and human resources policies, compensation plan and the management succession;
    • Institutionalizing the internal audit function; and
    • Ensuring the presence of, and regularly reviewing, the performance and quality of independent audit.
  • Encourage environmental concern, sustainability and social responsibility among shareholders, stakeholders and employees. The corporate governance proactive culture begins at the Board level.

  • Motivates Globe to participate in domestic or regional corporate governance forums, conferences, fellowships, initiatives, such as, CG Scorecards, as an instrument to raise CG policies and practices and ensure that these remain relevant and updated;

  • To the extent set forth above, orients all Board activities towards three general guidelines:
    • All actions taken by the Board are subject to the principle of legal permissibility. They must therefore not infringe on the appropriate provisions of Philippine law and the Corporation's constitutive documents, including the Board charter.
    • All actions taken by the Board are subject to the principle of economic usefulness. They should accordingly contribute to increasing the value of the Corporation in a sustainably progressive manner that benefits the Corporation, its stakeholders and the communities it operates in.
    • The Board should, when carrying out its duties, be aware of its duty as the governing body of a public utility rendering public service.

In accordance with our By-Laws, MCG and Board Charter, it is one of our Board’s duties to align the remuneration of Board members with Globe’s long-term interests. Our Board formulates and adopts a policy specifying the relationship between remuneration and performance of directors. The same policy also specifies the relationship between remuneration and performance of employees and Management that consider, among others, the level of remuneration as commensurate to the responsibilities of the role. Our Compensation and Remuneration Committee also exists to assist our Board in the development and maintenance of the policy on remuneration as well as such other matters in relation thereto. No director shall participate in discussions or deliberations involving his own remuneration. The executive director shall not receive per diem remuneration in addition to his remuneration as part of Globe’s Management in his role as the President and CEO.

 

The Board’s remuneration is set at an optimum level to attract and retain high caliber directors who continuously and effectively deliver services. In accordance with Globe’s By-Laws, the Board receives, pursuant to a resolution of the stockholders, fees and other compensation for their services as directors and members of committees of the Board of Directors. The annual per diem remuneration received by each director is disclosed in Globe’s annual reports and reflected in the Globe website under the Board Remuneration page. Our directors, including the independent non-executive directors, do not receive options, performance shares or bonuses other than their per diem remuneration as directors.

 

Globe provides a clear disclosure of its policies and procedure for setting Board and executive remuneration, as well as the level and mix of the same in our ACGR. Meanwhile, the remuneration structure of Management shall also be disclosed in Globe’s annual reports. The structure shall be kept such that the variable component increases as the executive moves up in the corporate ladder.

In accordance with our MCG, Globe shall have trainings for directors, including an orientation program for first-time directors and relevant annual continuing training for all directors. All directors, including key officers, shall continuously be informed of the developments in the business and regulatory environments, including emerging risks relevant to the Corporation. Training and/or seminar programs shall involve courses on CG matters relevant to Globe, including audit, internal controls, risk management, sustainability and strategy. Directors, with assistance from the Corporate Secretary and Chief Compliance Officer, shall assess their own training and development needs in determining the coverage of their continuing training and/or seminar program.

 

In accordance with our MCG, prior to assuming office, a new director must attend an orientation seminar or training program on CG. Existing directors shall attend CG training programs, seminars or sessions for continuing professional development. If necessary, Globe will allocate funds for this purpose. Orientation programs and trainings for first-time directors shall be for at least eight (8) hours, while the annual CG continuing training program/s shall be for at least four (4) hours. Such training programs shall be conducted only by SEC-accredited training providers or such other training providers as approved by the SEC.

 

The attendance of our Board and key officers to the CG training programs and seminars are properly and timely disclosed to the SEC, PSE, PDEx, reflected in our annual report and posted on our company website. There is likewise an annual strategy workshop held at the beginning of the year to discuss Globe’s strategic direction for the entire year.

In addition to the qualifications, disqualifications, and other criteria set forth in our corporate documents and relevant law in relation to the nomination and election of members of the Board, we are committed to promote and observe diverse membership among our directors.

 

The Board of Directors, led by the Chairman, encourages our shareholders to nominate candidates who will diversify membership in the Board. Therefore, as company policy, no director or candidate for directorship shall be discriminated upon by reason of gender, age, disability, ethnicity, nationality or political, religious or cultural backgrounds.

 

Our MCG reiterates this policy and our Board Charter further strengthens this commitment to a diverse Board. Our board diversity objectives are to encourage and have: a) at least three (3) independent directors, one (1) of whom shall be a female, at all times, b) at least one (1) member director with global expertise in digital technology, c) at least one non-Filipino member director, and, d) a young and very experienced member director to offer fresh ideas and add diversity in opinion to the Board. Directors must also have understanding of the telecommunications industry or sufficient professional experience and competence in other relevant industries, which further encourages a diversified collaboration of views and skillset within our Board.

 

In implementation of our board diversity policy, we have one (1) female non-executive and independent director in the Board who is also a Singaporean – Ms. Saw Phaik Hwa. We also have Mr. Samba Natarajan who is one of our non-executive directors; Mr. Natarajan is an American and has global expertise in digital technology, among his other notable professional experience. We also have Mr. Lang Tao Yih, Arthur who is our newly-elected non-executive director and Co-Vice Chairman for the year 2017; Mr. Lang is Singaporean and our youngest board member this year, under 50 years old, who also shares his very fruitful global professional experience to our Board.

 

We have a very diverse mix of directors from different ethnic backgrounds and nationalities with professional backgrounds and experience in various industries other than the telco industry such as accounting and audit, real estate, sales and marketing, network operations, IT solutions, customer and services management, CG and strategic planning. Our directors’ educational backgrounds also provide another layer of diversity in the discussions, mindsets and judgment in our Board as our directors have educational backgrounds including biochemistry, business administration, marketing and finance, metallurgical engineering, and mathematical sciences, among others.

 

None of our independent directors serve in more than five boards of publicly-listed companies and have served Globe in the same capacity for more than nine years, as provided in our MCG and Board Charter. Our executive director also does not serve any other publicly-listed company’s board.

 

View the profiles of our directors through the Board Members page of our website.

The Board shall ensure an effective succession planning for its directors and Management to safeguard the transfer of Globe leadership. In accordance with our MCG, retirement age for directors shall be eighty (80) years old. The Board may, however, amend this policy, as it may deem appropriate, taking into consideration local and global trends and practices, stature and strong qualifications of a director.

 

The retirement age for Management shall follow the compulsory retirement age prescribed under the Labor Code of the Philippines.

Globe shall make a full, fair, accurate and timely disclosure to the public of every material fact or event that occurs, particularly on the acquisition or disposal of significant assets, which could adversely affect the viability or the interest of its shareholders and stakeholders.

 

Our management is continuously committed to high standards of disclosure, transparency, and accountability. The management established the sustainability policy and reviews its adequacy at the highest level periodically and allocated resources to ensure effective implementation. The practice of sustainability reporting was implemented as a means to provide fair, accurate, and meaningful assessment of its overall performance on triple bottom line (Economic, Environment, and Social) responsibility to our stakeholders including investors.

 

As a listed company in the PSE and PDEx, with reportorial requirements, rules and applicable laws as well as regulations of relevant regulatory agencies, we aim to provide a fair, accurate, complete and meaningful assessment of our company’s financial performance and prospects through the annual report, quarterly financial reports, and analyst presentations. We practice regular disclosure of our financial results. Quarterly financial results are immediately disclosed after the approval by the Board to PSE and SEC. Quarterly and year-end financial statements and detailed management’s discussion and analysis are filed within 45 and 105 calendar days, respectively from the end of the financial period. Our financial reporting disclosures are in compliance with the PSE and SEC requisites. Beginning last year, we have driven management and respective departments to release our audited financial statements within 60 days from financial year-end, in compliance with the ACGS standard that is earlier that the local regulatory deadline. These reports are made available to the analysts after disclosure, as well as released through various media channels, on our company website. In case of mergers, acquisitions and/or takeovers requiring shareholders’ approval, the board of directors of the offeree company shall appoint an independent party to evaluate the fairness of the transaction price. Such are disclosed in our financial statement and relevant reports. We also ensure our compliance with applicable law, rules, and regulations prescribed by the SEC and the PSE. Any market-sensitive information such as dividend declaration is also disclosed to the SEC and PSE and then released through various modes of communication.

 

In accordance with our strong advocacy for CG, we recognize the importance of regular communication with our investors, and are committed to high standards of disclosure, transparency, and accountability through our Investor Relations (IR) program. Our IR Program is geared towards fulfilling our commitment to a transparent disclosure regime and accessibility for all stakeholders.

 

In addition to the ASM, we extend various venues for stakeholders to communicate effectively with us through the conduct of analysts’ briefings, adhoc briefings, investor conferences, media briefings, one-on-one or small group meetings, and investor days that are organized by our IR Department and/or Corporate Communications Group or in partnership with our shareholders, broker or other partner institutions. Other than keeping the company website up-to-date, these venues provide another means for us to discuss our quarterly financial results, announcements, material disclosures and other relevant information with stakeholders. In the past years, we have been further streamlining communication eforts and opening-up several new customer touch points, enabling them to interact with us at their convenience. Among other enhancements, we utilized email, live chat, SMS, website, and social media channels (e.g., Facebook, Twitter, Instagram) to provide our customers with real-time information and quicker responses to concerns. A conference call facility is setup during analysts’ briefings and meetings to enable wider participation among shareholders and other stakeholders. We also participate in both local and international investor conferences, which host various shareholders and other stakeholders. Details and information on these conferences are published on our corporate website. We have sustained this convenient and accessible line of communication through our IR Program in the last financial year and will continue to enhance this in the succeeding years. We fully understand that the changes and progress in digital lifestyle include the fast-paced character of our customers, shareholders and different stakeholders. Because of this, our company website must also be an effective channel of information and a manifestation of CG advocacy. Among other information, we keep our website up-to-date with corporate announcements, reports and disclosures that are accessible to all stakeholders.

 

Our website is regularly reviewed and maintained. Thus, we encourage our subscribers and stakeholders to explore the CG and IR pages of our website to learn more about our wonderful corporate culture apart from our products and services.

We disclose, review, and approve RPTs in accordance with the principles of transparency, integrity and fairness, to ensure that they are at arm’s length, the terms are fair, and they will inure to the best interest of Globe, our subsidiaries or affiliates and all our shareholders.

 

Proper disclosure of the Corporation’s RPTs are in accordance with the disclosure rules and applicable filings of the SEC, the PSE and other pertinent regulatory agencies.

 

RPTs are disclosed in our financial statements, annual reports including, but not limited to, the ACGR, and other applicable filings in accordance with the relevant rules and issuance of the SEC and other applicable regulatory bodies. The disclosure includes, but is not limited to, the name of the related party, relationship with the corporation for each RPT, the nature and value for each RPT. Such disclosure is also made publicly available, for the benefit of all shareholders and other stakeholders, through our website and such other media channels as applicable.

 

In accordance with our MCG and the Audit and RPT Committee Charter, the Audit and RPT Committee shall be instrumental in implementing the RPT policy. Shareholders, including minority shareholders, and other stakeholders shall be provided with proper guidelines and procedures for right of action and remedies that are readily accessible in order to redress corporate conduct in case of any abuse on such transactions (e.g. email account and hotline numbers) through a whistle-blowing mechanism. More detailed information about RPTs, proper disclosure of RPTs and the whistleblowing mechanism in relation to RPTs is provided in the Policy on Related Party Transactions.

 

In accordance with our MCG, the Board may consider the adoption of guidelines on the number of directorships that its members can hold in publicly-listed companies. The optimum number should take into consideration the capacity of a director to diligently and efficiently perform his duties and responsibilities. Among others, these guidelines provide for:

  • The non-executive directors of the Board may concurrently serve as directors to a maximum of five (5) publicly-listed companies to ensure that they have sufficient time to fully prepare for meetings, challenge Management’s proposals or views, and oversee the long-term strategy of the Corporation.
  • The President and CEO and other executive directors may be covered by a lower indicative limit for membership in other boards, but in no case shall any executive director serve as such on more than two (2) boards of publicly-listed companies outside the group. A similar limit may apply to independent or non-executive directors who, at the same time serve as full-time executives in other corporations. In any case the capacity of directors to diligently and efficiently perform their duties and responsibilities to the boards they serve should not be compromised.
  • Any limitation in the number of directorships outside of Globe shall not include directorships in the Corporation's subsidiaries, affiliates, parent corporation, and affiliates and subsidiaries of the parent corporation.

In accordance with our MCG, the Board may consider the adoption of guidelines on the number of directorships that its members can hold in publicly-listed companies. The optimum number should take into consideration the capacity of a director to diligently and efficiently perform his duties and responsibilities. Among others, these guidelines provide for:

  • The non-executive directors of the Board may concurrently serve as directors to a maximum of five (5) publicly-listed companies to ensure that they have sufficient time to fully prepare for meetings, challenge Management’s proposals or views, and oversee the long-term strategy of the Corporation.

  • The President and CEO and other executive directors may be covered by a lower indicative limit for membership in other boards, but in no case shall any executive director serve as such on more than two (2) boards of publicly-listed companies outside the group. A similar limit may apply to independent or non-executive directors who, at the same time serve as full-time executives in other corporations. In any case the capacity of directors to diligently and efficiently perform their duties and responsibilities to the boards they serve should not be compromised.

  • Any limitation in the number of directorships outside of Globe shall not include directorships in the Corporation's subsidiaries, affiliates, parent corporation, and affiliates and subsidiaries of the parent corporation.

Our Privacy Policy outlines our policy in relation to the collection, use, and protection of Customer Data to provide customers and other stakeholders with a wonderful experience. We will notify all customers and relevant stakeholders with any update on our Privacy Policy by posting it on our website for easy reference.

 

We respect customer and stakeholder privacy and intellectual property. As such, we secure and protect Customer Data with proper safeguards to ensure confidentiality and privacy; prevent loss, theft, or use for unauthorized purposes; and comply with the requirements of the law. Permission is granted to electronically copy and print hard copy portions from our company for the sole purpose of customers to view or pay their own Globe Telecom bills. Any other use of materials on our website, including reproduction for purposes other than those noted above, modification, distribution, or republication, without our prior written permission is strictly prohibited.

 

As communications over the internet may not be secure, we make reasonable and appropriate security arrangements and measures that use a variety of physical, electronic, and procedural safeguards to protect Customer Data. For example, we protect and keep information submitted through our website safe using a secured server behind a firewall, encryption, and other appropriate security controls. When information is entered through our website, we encrypt the information using Secure Sockets Layer technology (SSL) so that it cannot be read as the information travels over the internet. We regularly review our information collection, storage, and processing practices, including physical security measures, to guard against unauthorized access to our system and unauthorized alteration, disclosure, or destruction of information we hold.

 

Among other safeguards, we keep our records as accurate as possible. If customer personal information is wrong, we give ways to update it. Registered customers may access account details and correct personal information by contacting Globe Customer Care (+632 7301000 or 211 using your mobile phone) or his/her designated relationship manager, as may be applicable; or by visiting any Globe Store or our website. Contact details of our Privacy Officer are likewise publicly-available through our website and effective procedures are in place in case of a report or complaint on data privacy or intellectual property. Rest assured, we do our utmost to comply with relevant rules and laws on data privacy and intellectual property rights.

As part of Globe’s ERM, an enterprise wide assessment of risks is performed by Management and business teams as part of our annual planning and budgeting process, results of which are reported to and reviewed by the Board. This assessment focuses on identifying the key risks that threaten the achievement of our business objectives at corporate and business unit levels, as well as the assignment of risk owner/s and development of plans in managing such risks. The established strategies and plans to address the risks are continuously developed, updated, improved, and reviewed for effectiveness. On a regular basis, Management discusses the current risk levels and status of implementation of mitigation plans.

 

We also established a coordinated end-to-end operational risk assessment program to identify, assess, treat, monitor and report risks for effective and informed business decisions. Management is apprised of the results of the assessments, particularly, the most significant risks for inputs on strategies and action plans and guidance on issues needing further review.

 

Identifying and Management of IT Risks

Globe recognizes that IT risks such as technology shift risk, change program risk, competition risk, cyber threats, data privacy and business disruptions remain part of our top risks, which is why we have set out practices and procedures to address these including, but not limited to, partnering with relevant institutions such as the Philippine Disaster Recovery Foundation (PDRF). Detailed discussion on our IT risks, cyber threats and business disruptions as well as our action to protect our business against these are included in our annual reports, including our most recent Annual and Sustainability Report for 2016 (pp. 148-152).

 

Unlike most organizations, we have our Information Security and Data Privacy Division (ISDP) which is a fully operationalized, independent group that focuses on Globe’s privacy and cybersecurity matters. The appointment of our Chief Information Security Officer (CISO) and Data Privacy Officer (DPO), Mr. Anton Reynaldo M. Bonifacio, further establishes Globe’s adherence to the country’s Data Privacy Act of 2012 (Republic Act 10173). Mr. Bonifacio also leads ISDP and reports directly to our CTIO together with our CTO, for complete governance and enforcement of policies especially those in relation to cybersecurity and data privacy.

 

IT Governance and Cybersecurity Report to the Board  

Cybersecurity programs and issues are reported to the Board, through the Audit and RPT Committee, on a quarterly basis or more frequently as necessary and to the Board. The reports include project updates for Globe's various cybersecurity transformation programs, critical incidents and threats including any business disruption, among others.

 

Board Action for IT Governance and Cybersecurity

Among its activities on cybersecurity, Globe has been running a 3-Year Cybersecurity Transformation Program since 2014. We are now on the tail-end of its completion and have launched the next phase, which will be another 2-Year initiative. In March 2017, Globe launched the Globe Advanced Security Operations Center (ASOC), a state-of-the-art cyber-security center dedicated to protect Globe and our customers' data amidst an increasingly hostile digital environment. Our ASOC is linked to more than 1,600 cyber security professional worldwide and houses the infrastructure and teams which deliver customer service, platform management, threat detection, threat hunting and incident response for both Globe and our customers.

 

Globe, through the leadership of our Board of Directors, invests generously to ensure that our cybersecurity programs are effective. We fully acknowledge the different issues, concerns and regulations that are inherent given a very active digital world. Globe sees these as opportunities for cooperation and collaboration with both private and public entities in achieving sustainable quality business.

Globe values people and puts customers first in everything we do. We build sustainable, resilient and reliable infrastructures and operating systems that will ensure continuity of our services before, during and after any disaster. At the core of our BCM is a robust enterprise architecture that will protect the integrity of customer data and transactions at all times.

 

Our network infrastructure is designed to ensure service disruptions are at a minimum or at best non, with strategic redundancies embedded within our architecture. We have standby resources – physical, financial and manpower augmentation through our network of vendor partners and shareholder community to overcome large-scale business disruptions and disastrous events so that our customers will continually be served with mobile, data and other telecommunications services. It is management’s primary objective, including our critical business partners to meet this commitment.

 

We commit to:

 

  • Prioritize the safety and well-being of all Globe employees and their families;
  • Ensure the continuity of key products and services and keep customer service impacts to a minimum;
  • Conduct a regular review of our and our partners’ management systems to ensure that the commitment of this policy are being delivered and continuously improve on business continuity capacity in accordance with local and international standards and best practices;
  • Comply to all laws and regulatory obligations applicable to our telecommunication business;
  • Establish critical public and private partnerships which creates value for our stakeholders and provide meaningful humanitarian assistance to affected areas.