Related Party Transactions (RPTs)
Parties are considered to be related to Globe Group if it has the
ability, directly or indirectly, to control the Group or exercise
significant influence over the Group in making financial and operating
decisions, or vice versa, or where the Group and the party are subject
to common control or common significant influence.
Related parties may be individuals (being members of key management personnel, significant shareholders and/or their close family members) or entities and include entities which are under the significant influence of related parties of the Group where those parties are individuals, and post-employment benefit plan which are for the benefit of employees of the Group or of any entity that is a related party of the Group.
The Globe Group, in their regular conduct of business, enter into transactions with their major stockholders, Ayala Corporation (AC) and Singapore Telecom International, Pte. Ltd. (STI), venturers and certain related parties.
Significant related party transactions (RPTs) are submitted to the Board of Directors for approval, upon the review and endorsement by all independent directors.
The RPTs are disclosed in the company's financial statements, annual reports, and other applicable filings in accordance with the relevant rules and issuance of the Securities and Exchange Commission (SEC), Philippine Stock Exchange (PSE) and other applicable regulatory bodies. The disclosure includes, but is not limited to, the name of the related party, relationship with the company for each RPT, the nature, and value for each RPT. Such disclosure is also made publicly-available by the company, for the benefit of all shareholders and other stakeholders, through the company website and such other media channels as applicable.
Policy on RPTs
Globe discloses, reviews, and approves related party transactions,
in accordance with the principles of transparency and fairness, to
ensure that they are at arm's length, the terms are fair, and they
will inure to the best interest of the company and its subsidiaries or
affiliates and their shareholders.
Rights of minority shareholders are protected at all times, especially from abusive actions by, or in the interest of controlling shareholders. Globe ensures that its policies and processes cater to the best interest of all its shareholders, including minority shareholders, and other stakeholders. As such, all transactions including related-party transactions that require shareholders' approval are submitted to all shareholders, including minority shareholders, for approval.
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 the company (e.g., Facebook page, Twitter account, E-mail account, and Hotline numbers), as necessary.
As a company policy, the independent directors form the independent committee tasked to review and monitor material RPTs to ensure the best interest of the company, its shareholders, and all other stakeholders, and that the RPTs are executed with fair and transparent terms prior to endorsement to the Board for approval.
Non-compliance with any of the provisions of the policy on RPT shall result in the nullification of any agreement or contract involved in the execution of the RPT. A director, officer, employee, or related party is subject to the corresponding procedures and penalties under the company's Code of Conduct and relevant laws, as applicable.
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