Corporate Governance
Corporate Governance
Universal Robina Corporation (“The Company”) acknowledges that good corporate governance is essential to build an environment of trust, transparency, and accountability necessary for fostering long-term performance, financial stability, business integrity, and sustainability of the company for the protection of the interests of shareholders and other stakeholders.
Corporate Governance is the framework of rules, systems and processes of the corporation that governs the performance by the Board of Directors and Management of their respective duties and responsibilities to the stakeholders. The Revised Corporate Governance Manual was adopted to institutionalize corporate governance principles as a guide for the daily conduct of business.
The Company continuously strives to strengthen and improve its corporate governance practices by adopting best practices that includes building a competent board, aligning strategies with goals, managing risk effectively, adhering to high standards of ethics and integrity, and promoting accountability by defining roles and responsibilities.
The Company believes that sound and effective corporate practices are fundamental to the smooth, effective, and transparent operation of the company, its ability to attract investment and enhance shareholder value. This includes the Company’s commitment to ensure fair and equitable treatment of all shareholders, including the minority, and the protection of their rights that include:
- Right to vote on all matters that require their consent or approval
- Right to inspect corporate books and records
- Right to information
- Right to dividends
- Appraisal right
The Company is transparent and fair in the conduct of the Shareholders’ Meetings. To foster active shareholder participation, the Board sends the Notice of Shareholders’ Meeting with sufficient and relevant information at least fifteen (15) business days before the meeting, compliant with the Securities Regulation Code. The Shareholders are encouraged to personally attend such meetings and those who are unable to attend are apprised ahead of time of their right to appoint a proxy. Subject to the requirements of law, rules and regulations and the By-Laws, the exercise of that right shall not be unduly restricted and any doubt about the validity of a proxy shall be resolved in the favor of the shareholder.
Guided by the principles of fairness, accountability and transparency to the shareholding public, the Company ensures that the results of the voting taken during the most recent Shareholders’ Meeting are made available the next working day. In addition, the Minutes of the Shareholders’ Meeting may be accessed through the Company Website within five (5) business days from the end of the meeting.
The Company is transparent and fair in the conduct of the Shareholders’ Meetings. To foster active shareholder participation, the Board sends the Notice of Shareholders’ Meeting with sufficient and relevant information at least fifteen (15) business days before the meeting, compliant with the Securities Regulation Code. The Shareholders are encouraged to personally attend such meetings and those who are unable to attend are apprised ahead of time of their right to appoint a proxy. Subject to the requirements of law, rules and regulations and the By-Laws, the exercise of that right shall not be unduly restricted and any doubt about the validity of a proxy shall be resolved in the favor of the shareholder.
Guided by the principles of fairness, accountability and transparency to the shareholding public, the Company ensures that the results of the voting taken during the most recent Shareholders’ Meeting are made available the next working day. In addition, the Minutes of the Shareholders’ Meeting may be accessed through the Company Website within five (5) business days from the end of the meeting.
Duty To Other Stakeholders
The Company recognizes and places importance on the interdependence between business and society, and promotes a mutually beneficial relationship that encourages the Company’s sustainable growth, while contributing to the advancement of the society where it operates. The Company employs value chain processes that take into consideration Economic, Environmental and Social Governance (EESG) issues and concerns.
Customers' Welfare
The Company adopts customer relations policies and procedures to protect customer’s welfare. This includes providing and making available the customer relations’ contact information who is empowered to address and attend to customer questions and concerns.
Supplier/ Contractor Selection
The Company follows the Supplier Accreditation Policy to ensure that the Company’s suppliers and contractors are qualified to meet its commitments. Apart from the accreditation process, suppliers and contractors also undergo orientation on Company policies and ethical practices.
Employees
The Board also establishes policies, programs, and procedures that encourage employees to actively participate in the realization of the Company’s goals and its governance, including but not limited to:
Health, safety and welfare; Training and development; and Reward and compensation.
1. Performance-enhancing mechanisms for
employee participation
The Company abides by the standards and policies set by the Department of Labor and Employment. Likewise, the Company has Security and Safety Manuals that are implemented, reviewed, and regularly updated to ensure the security, safety, health, and welfare of the employees in the workplace.
The Company continuously provides learning and development opportunities for its employees through the John Gokongwei Institute for Leadership and Enterprise Development (JG-ILED), the leadership platform for systematic and sustained development programs across the conglomerate.
Its mission is to enable a high-performing organization that will facilitate learning processes and develop employees’ intellectual and personal growth through targeted and customized training and development programs.
Further, the corporate culture and employee know-how are honed at the URC University, an online platform engaging URLearning content via interactive modules that make learning fun, engaging, and accessible anytime, anywhere. This platform provides a personalized training experience, a venue to share knowledge and learn from others, and a reward system for top-performing learners. URC’s brand of people development “inspires personal mastery, encourages servant leadership and collaboration, and ensures operational excellence.”
2. Anti-corruption programs and procedures
The Company is committed to promoting transparency and fairness to all stakeholders. The Board sets the tone and makes a stand against corrupt practices by adopting anti-corruption policies and programs. Some of the Company’s Anti-Corruption programs are embodied in the Code of Business Conduct and Ethics, Conflict of Interest, Offenses Subject to Disciplinary Action (OSDA), among others. The same are disseminated to all employees across the Company through trainings to embed them in the Company’s culture. New employees are oriented regarding policies and procedures related to Business Conduct and Ethics and similar policies. All employees are given periodic reminders. Furthermore, all concerned employees of the Conglomerate are required to comply with the Self-Disclosure Activity on Conflict of Interest and Declaration of Gifts Received on an annual basis.
The Company also has an established suitable framework for whistleblowing. It is enforced to allow employees and other stakeholders to freely communicate their concerns about illegal or unethical practices without fear of retaliation. It also allows them to have direct access to an independent member of the Board or unit created to handle whistleblowing concerns.
The anti-corruption programs and procedures of the Company are summarized below:
The anti-corruption programs and procedures of the Company are summarized below:
Violation of any provision of the Code of Business Conduct may result in disciplinary action, including dismissal and reimbursement for any loss to the Company that resulted from the employee’s actions. If appropriate, a violation may result in legal action against the employee or referral to the appropriate government authorities.
The stakeholders may discuss or disclose in writing any concern on potential violation of the Code of Business Conduct with the Conflicts of Interest Committee. Reports or disclosures can be submitted using the following contact details:
a. URvoice: For Employees: https://jgsummit.service-now.com/employee?id=urvoice&type_id=3c9929badb830950b04ad4bdd39619f5
For Non-Employees: https://jgsummit.service-now.com/employee?id=urvoice&type_id=8e0b217edb830950b04ad4bdd3961902
b. Email Address - feedback@urc.com.ph
c. URC Customer Care - https://www.urc.com.ph/contact-us
All information received in connection with the reports or disclosures shall be strictly confidential and shall not be disclosed to any person without prior consent of CICOM.
The Company commits to protect those who will report in good faith from retaliation, harassment and even informal pressures. The Company will take the necessary and appropriate action in enforcing the policy.
The Conflicts of Interest Committee submits recommendations on courses of action to be taken on conflicts of interest situations. The decision is done by the Executive Committee.
The anti-corruption policies and programs are made available online for easy access to the employees within the organization, which they can use for reference and guidance. An eModule of the Code of Business Conduct is also available in the Company’s training platform where all of the Company employees shall be asked to watch and take the exam to gauge their comprehension and retention of the Company policies and guidelines.
The Company also has URvoice, a digital platform where employees and stakeholders can freely and securely share their observations and concerns on adherence to company purpose, values, and policies, including Anti-Corruption.
The Company ensures that Employees reporting via URvoice are protected from harassment, retaliation, or punishment.
Consistent with the Revised Corporate Governance Manual and pursuant to the recommendations provided in the Code of Corporate Governance for Publicly Listed Companies (PLCs), the Company strengthened its policies on Board Diversity, Board Nomination and Election, Succession Planning and Remuneration, Material Related Party Transactions, Insider Trading and Whistleblowing to reinforce the governance framework of the Company. These policies may be accessed in the Company’s website, in the Governance section, https://www.urc.com.ph/corporate-governance/company-policies/
The Company submitted the Integrated Corporate Governance Report (I-ACGR) to the Securities and Exchange Commission (SEC) and Philippine Stock Exchange (PSE) on May 30, 2023. The I-ACGR is a reportorial requirement under SEC Memorandum Circular No. 15 series of 2017 to all PLCs to disclose the Company’s compliance/noncompliance with the recommendations provided under the Corporate Governance Code for PLCs. With the “comply or explain” approach, voluntary compliance to recommended CG best practices is combined with mandatory disclosure.
The Company’s I-ACGR may be accessed through the Company website by clicking this link,
https://www.urc.com.ph/corporate-governance/I-ACGR
THE BOARD OF DIRECTORS
The Board of Directors (“The Board”) is primarily responsible for the governance of the Company and provides an independent check on management. It has the duty to foster the long-term success of the Company and ensure that the Company’s competitiveness and profitability will be sustained in a manner consistent with its corporate objectives for the best interest of the company and its stakeholders.
The Board formulates the Company’s vision, mission, strategic objectives, policies, and procedures that guide its activities, including the means to effectively monitor the Management’s performance. It directs and approves matters concerning the Company’s business strategies, policies and plans, while the day-to-day business operations are delegated to the Executive Committee.
The Board exercises care, skill, and judgment and observes good faith and loyalty in the conduct and management of the Company’s business and affairs. It ensures that all its actions are within the scope of power and authority prescribed in the Articles of Incorporation, By-Laws, and existing laws, rules and regulations. To uphold high standards for the Company, Shareholders, and other Stakeholders, the Board conducts itself with honesty and integrity in performing its duties and responsibilities.
Board Duties and Responsibilities
The Company’s Corporate Governance Manual specifies the roles, duties and responsibilities of the Board of Directors in compliance with relevant laws, rules and regulations. In adherence to the principles of corporate governance, the Board is tasked to perform the following:
General Responsibilities
It is the Board’s responsibility to foster the long-term success of the Corporation, and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and in the best interest of the Corporation, its Shareholders and Stakeholders, as a whole.
Duties and Functions
To ensure high standards for the Corporation, its Shareholders and other Stakeholders, the Board shall conduct itself with honesty and integrity in the performance of, among others, the following duties and responsibilities:
- Act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the Company and all Stakeholders;
- Oversee the development of and approve the Company’s business objectives and strategy, and monitor their implementation, in order to sustain the Company’s long-term viability and strength. The Board shall review and guide corporate strategy, major plans of action, risk management policies and procedures, annual budgets and business plans; set performance objectives; monitor implementation and corporate performance; and oversee major capital expenditures, acquisitions and divestitures;
- Oversee the adoption of an effective succession planning program and remuneration policies;
- Adopt policies on board nomination and election that will ensure diversity in board composition in terms of knowledge, expertise and experience;
- Oversee the implementation of a policy and system on RPTs, which shall include the review and approval of material or significant RPTs and ensure fairness and transparency of the transactions;
- Oversee the adoption of policies on the selection of Management and Key Officers and the assessment of their performance;
- Oversee the establishment of an internal control system to monitor and manage potential conflicts of interest and an ERM framework to identify, monitor, assess and manage key business risks;
- Annually review, together with Management, the Company’s vision and mission;
- Ensure the Corporation’s faithful compliance with all applicable laws and regulations, and best business practices;
- Establish and maintain an Investor Relations Program that will keep the Shareholders informed of important developments in the Corporation. The Corporation’s CEO shall exercise oversight responsibility over this program;
- Identify the Corporation’s Stakeholders in the community in which it operates or are directly affected by its operations and formulate a clear policy of accurate, timely, and effective communication with them;
- Adopt a system of check and balance within the Board. A regular review of the effectiveness of such system should be conducted to ensure the integrity of the decision-making and reporting processes at all times;
- Ensure that the Corporation has an independent audit mechanism for the proper audit and review of the Corporation’s financial statements by independent auditors;
- Ensure that the Corporation establishes appropriate Corporate Governance policies and procedures pursuant to this Manual and the Governance Code, including but not limited to, policies on conflict of interest, and oversee the effective implementation thereof; and
- Consider the implementation of an alternative dispute resolution system for the amicable settlement of conflicts or differences between the Corporation and its Shareholders, if applicable.
Balanced board composition
The Company recognizes the benefits of having a diverse Board and its value in maintaining sound corporate governance while achieving strategic objectives and sustainable growth. The Board Member’s biographical details are set out in the succeeding section and may also be found in the Information Statement. The Board is diverse in terms of expertise and professional experience. Furthermore, the posts of Chairman and Chief Executive Officer of the Company are separate to ensure a clear distinction between the Chairman’s responsibility to manage the Board and the Chief Executive Officer’s responsibility to manage the Company’s business. The division of responsibilities between the Chairman and the Chief Executive Officer is established and set out in the Revised Corporate Governance Manual.
Board Independence
The Board has four independent directors that possess all the necessary qualifications and none of the disqualifications to hold the position. The Company reinforces proper mechanisms for disclosure, protection of the rights of shareholders, equitable treatment of shareholders, and the accountability of the Board and Management are in place. In cases of conflicts of interest, Directors with a material interest in any transaction with the Company must abstain from participating in the deliberation of the same.
Board Training and Orientation
The Company ensures that directors are able to perform their functions effectively in this rapidly changing environment to cope with heightened regulatory policies, foreign and local demands, and the growing complexity of business. Orientation programs are conducted for first-time directors to ensure new members are appropriately apprised of their duties and responsibilities. This includes an overview of the Company’s operations, Code of Conduct, Corporate Governance framework, and other relevant topics essential to the performance of their functions. As a matter of continuous professional education, the Company provides training opportunities for the Directors and Key Officers.
Board Meetings
The Board schedules meetings at the beginning of the year, holds regular meetings in accordance with its By-Laws and convenes special meetings when required by business exigencies. Following the recommendation of the Code of Corporate Governance adopted by the Corporate Secretary office, the materials for the Board and Board Committee meetings are sent and made available for perusal of the Directors at least five (5) business days prior to the respective meeting.
Meetings are likewise duly minuted. The Independent Directors shall always attend Board meetings. Unless otherwise provided in the By-Laws, their absence shall not affect the quorum requirement. However, to promote transparency, the Board may require at least one (1) Independent Director in all its meetings.
To monitor the Directors’ compliance with the attendance requirements, the Company submits an advisement letter on the Directors’ record of attendance in Board meetings to the Commission.
Attendance Of Directors
Attended/Held
Percentage
The Board Committees
To enable better and more focused attention on the affairs of the Company and aid in the optimal performance of its roles and responsibilities, the Board delegates particular matters to the Board Committees set up for the purpose: (a) Audit Committee, (b) Corporate Governance and Sustainability Committee (c) Board Risk Oversight Committee (BROC) and (d) Related Party Transaction Committee.
A. Audit Committee
The Audit Committee provides oversight over the Company’s financial reporting, Internal Control System, Internal and External Audit processes, and monitors compliance with applicable laws and regulations. It ensures that systems and processes are put in place to provide assurance in areas including reporting, monitoring compliance with laws, regulations and internal policies, efficiency, and effectiveness of business operations, and proper safeguarding and use of the Company’s resources and assets.
A. Audit Committee
The Audit Committee provides oversight over the Company’s financial reporting, Internal Control System, Internal and External Audit processes, and monitors compliance with applicable laws and regulations. It ensures that systems and processes are put in place to provide assurance in areas including reporting, monitoring compliance with laws, regulations and internal policies, efficiency, and effectiveness of business operations, and proper safeguarding and use of the Company’s resources and assets.
Attended/Held
Percentage
On 6 November 2023 at one o’clock in the afternoon, the Audit Committee, composed of Independent Directors, Mr. Cesar Purisima, Mr. Antonio Jose U. Periquet, Jr., and Ms. Rizalina G. Mantaring, held an executive meeting with the Company’s external auditor, SGV & Co., without the presence of management and any Executive Director.
B. Corporate Governance and Sustainability Committee
The Corporate Governance and Sustainability Committee oversees the development and implementation of Corporate Governance principles and policies and recommends a formal framework on the nomination, remuneration, and evaluation of the performance of the Directors and key Management Officers that must be consistent with the Company’s culture, strategies and the business environment.
Meetings
Percentage
C. Board Risk Oversight Committee
The Board Risk Oversight Committee oversees the establishment of the ERM framework that effectively identifies, monitors, assesses and manages key business risks and also assesses the effectiveness of risk management strategies. The BROC is responsible for defining the Company’s level of risk tolerance and providing oversight over its risk management policies and procedures to anticipate, minimize, control, and manage risks or possible threats to its operational and financial viability.
C. Board Risk Oversight Committee
The Board Risk Oversight Committee oversees the establishment of the ERM framework that effectively identifies, monitors, assesses and manages key business risks and also assesses the effectiveness of risk management strategies. The BROC is responsible for defining the Company’s level of risk tolerance and providing oversight over its risk management policies and procedures to anticipate, minimize, control, and manage risks or possible threats to its operational and financial viability.
Percentage
D. Related Party Transaction Committee
The Related Party Transaction (RPT) Committee ensures that there is a group-wide policy and a system governing Material Related Party Transactions (MRPTs), particularly those that breach the materiality threshold. The policy shall include the appropriate review and approval of MRPTs, which guarantee fairness and transparency of the transactions.
Percentage
The Corporate Secretary
The Corporate Secretary assists the Board and the Board Committees in conducting their meetings, including preparing the annual schedule of Board and Committee meetings and the annual Board calendar. She also assists the Board Chairs and its Committees in setting agendas for the meetings, safe keeps and preserves the integrity of the meeting minutes of the Board and its Committees, as well as other official records of the Company.
The Corporate Secretary keeps herself abreast on relevant laws, regulations, all governance issuances, relevant industry developments, and operations of the Company and advises the Board and the Chairman on all relevant issues as they arise. She works fairly and objectively with the Board, Management and Shareholders. She contributes to the flow of information between the Board and Management, the Board and its Committees, and the Board and its Stakeholders, including Shareholders.
Atty. Maria Celia H. Fernandez-Estavillo is the Corporate Secretary of URC. She is also the Chief Legal Officer, General Counsel and Corporate Secretary of JG Summit Holdings, Inc. She is also the Corporate Secretary of JG Summit Olefins Corporation and the Assistant Corporate Secretary of Gokongwei Brothers Foundation, Inc. She is a member of the British School Manila Board of Governors and a Trustee of the Solar Village Foundation. Prior to joining JG Summit Holdings, Inc.
In March 2017, Atty. Fernandez-Estavillo was the head of the Legal and Regulatory Affairs Group, the Corporate Secretary, and a member of the Board of Directors of Rizal Commercial Banking Corporation. She was Assistant Vice President of Global Business Development of ABS-CBN. She also held positions in government as Head of the Presidential Management Staff, Assistant Secretary at the Department of Agriculture, and Chief of Staff of Senator Edgardo J. Angara. She began her legal career in ACCRA. She graduated from the University of the Philippines with a Bachelor of Science degree in Business Economics (Summa Cum Laude) and a Bachelor of Laws degree (Cum Laude). She completed her Master of Laws (LLM) in Corporate Law from New York University School of Law. She received the highest score in the Philippine Bar examinations of 1997.
The Compliance Officer
The Compliance Officer monitors, reviews, evaluates, and ensures compliance by the Company; its Officers and Directors with the provisions and requirements of the Corporate Governance Manual and the relevant laws, the Corporate Governance Code, rules and regulations, and all governance issuances of regulatory agencies.
She also ensures the integrity and accuracy of all documentary submissions to the regulators; identifies possible areas of compliance issues and works toward its resolution. She assists the Board and the Corporate Governance and Sustainability Committee in performing their governance functions, including their duties to oversee the formulation, review, and implementation of the Corporate Governance structure and policies of the Company.
Rhodora T. Lao is the Corporate Controller and Chief Compliance and Risk Officer of URC and was the Deputy Chief Finance Officer for Branded Consumer Foods Group of URC. She was formerly the Director for Strategic Initiatives and Group Controller for Coca-Cola Asia Pacific. She also held various finance roles in Avon APAC, Wyeth Philippines, International Distillers Philippines and Nestle Philippines. She obtained her Bachelor of Science degree in Business and Accountancy from the University of the Philippines where she graduated Cum Laude.
ENTERPRISE RISK
MANAGEMENT,
ACCOUNTABILITY AND
AUDIT
The Company recognizes the increasing importance of sound risk management practices to drive business growth and sustainability. The Company implemented systems and processes to facilitate proper risk identification, monitoring and control – which are keys to effective corporate governance. Timely and accurate management and financial reporting systems, internal controls, and audits are also employed to protect and maximize stakeholders’ value.
The Board oversees Management’s adoption and implementation of a sound risk management framework for identifying, monitoring and managing key risk areas. The BOD reviews Management reports with due diligence to enable the company to anticipate, minimize, control and manage risks or possible threats to its operational and financial viability.
The Company recognizes the increasing importance of sound risk management practices to drive business growth and sustainability. The Company implemented systems and processes to facilitate proper risk identification, monitoring and control – which are keys to effective corporate governance. Timely and accurate management and financial reporting systems, internal controls, and audits are also employed to protect and maximize stakeholders’ value.
The Board oversees Management’s adoption and implementation of a sound risk management framework for identifying, monitoring and managing key risk areas. The BOD reviews Management reports with due diligence to enable the company to anticipate, minimize, control and manage risks or possible threats to its operational and financial viability.
Enterprise Risk Management
Through a sound Enterprise Risk Management (ERM) framework, the Company effectively identifies, monitors, assesses, and manages key business risks. The framework guides the Board in identifying units/business lines and enterprise level risk exposures, as well as the effectiveness of risk management strategies.
Internal Controls
With the leadership of the Company’s Chief Financial Officer (CFO), internal control is embedded in the operations of the company and in each BU, thus increasing their accountability and ownership in the execution of the BU’s internal control framework. To accomplish the established goals and objectives, BUs implement robust and efficient process controls to ensure:
- Compliance with policies, procedures, laws and regulations
- Economic and efficient use of resources
- Check and balance and proper segregation of duties
- Identification and remediation control weaknesses
- Reliability and integrity of information
- Proper safeguarding of company resources and protection of company assets through early detection and prevention of fraud.
Adequate and Timely Information
To enable the Directors to fulfill their duties and responsibilities properly, Management provides them with complete, adequate, and timely information about the matters to be taken up in their meetings. Information may include the background or explanation on matters brought before the Board, disclosures, budgets, forecasts, and internal financial documents. If the information provided by Management is not sufficient, further inquiries may be made by a Director to enable him to perform his duties and responsibilities properly. The Directors have independent access to Management and to the Corporate Secretary. The Directors, either individually or as a Board, and in performing their duties and responsibilities, may seek access to independent professional advice within the guidelines set by the Board.
Accountability and Audit
The Board ensures that its Shareholders are provided with a balanced and comprehensible assessment of the Company’s performance, position, and prospects on a quarterly basis. Interim and other reports that could adversely affect its business are also available on the Company website, including its submissions and disclosures to the SEC and Philippine Stock Exchange (PSE). Management formulates the rules and procedures on financial reporting and internal control for presentation to the Audit Committee in accordance with the following guidelines:
1. The extent of its responsibility in the preparation of the financial statements of the Company, with the corresponding delineation of the responsibilities that pertain to the External Auditor, should be clearly defined;
2. An effective system of internal control that will ensure the integrity of the financial reports and protection of the assets of the Company for the benefit of all Shareholders and other Stakeholders;
3. Based on the approved Internal Audit Plan, Internal Audit examinations should cover, at the minimum, the evaluation of the adequacy and effectiveness of controls that cover the Company’s governance, operations and information systems, including the reliability and integrity of financial and operation information, effectiveness and efficiency of operations, protection of assets, and compliance with contracts, laws, rules, and regulations;
Accountability and Audit
4. The Company consistently complies with the financial reporting requirements of the SEC;
5. The External Auditor shall be rotated or changed every five (5) years or earlier, or the signing partner of the External Auditing firm assigned to the Company, should be changed with the same frequency. The Corporate IA Head should submit to the Audit Committee and Management an annual report on the Internal Audit department’s activities, responsibilities, and performance relative to the Internal Audit Plan as approved by the Audit and Risk Committee. The annual report should include significant risk exposures, control issues, and such other matters as may be needed or requested by the Board and Management. The Internal Audit Head should certify that he conducts his activities in accordance with the International Standards on the Professional Practice of Internal Auditing. If he does not, the Internal Audit Head shall disclose to the Board and Management the reasons why he has not fully complied with the said documents; and
6. After consultations with the Audit Committee, the Board shall recommend to the Shareholders an External Auditor duly accredited by the SEC who shall undertake an independent audit of the Company, and shall provide an objective assurance on the matter by which the financial statements shall be prepared and presented to the Shareholders
Internal Audit
The Corporate Internal Audit is focused on delivering its mandate of determining whether the governance, risk management, and control processes, as designed and represented by the management are adequate and functioning in a manner that provides a reasonable level of confidence that:
1. Employees’ actions are compliant with policies, standards, procedures, and applicable laws and regulations;
2. Quality and continuous improvement are fostered in the control processes;
3. Programs, plans, and objectives are achieved;
4. Resources are acquired economically, used efficiently, and protected adequately;
5. Significant financial, managerial, and operating information is accurate, reliable, and timely;
6. Significant key risks are appropriately identified and managed; and
7. Significant legislative or regulatory issues impacting the Company are recognized and properly addressed.
Opportunities for improving management control, profitability, and the Company’s reputation may be identified during audits.
OTHER MATTERS
Audit and Audit-Related Fees
Ownership structure
Holding 5% shareholding or more (as of December 31, 2023)
Dealing in securities
(changes in
shareholdings of
directors and key
officers)
A. Elected Directors for the calendar year 2023
B. Elected Officers for the calendar year 2023
Dividends
On March 6, 2023 and August 4, 2023, the Board of Directors of Universal Robina Corporation (“URC”) approved the declaration of the following cash dividends from the unrestricted retained earnings of URC as of December 31, 2022:
a) Cash Dividend of One Peso and Fifty Centavos (P1.50) per share and paid on April 28, 2023; and
b) Cash Dividend of Two Pesos and Twelve Centavos (P2.12) per share and paid on September 27, 2023.
Dividend Policy
URC, as a matter of policy, will maintain an annual cash dividend payout ratio of 50% of the consolidated core net income from the preceding year. This is subject to the requirements of applicable laws and regulations and the absence of circumstances, which may restrict the payment of such dividends.
The Board of Directors shall determine the cash dividend rate and may, at any time, modify such dividend rate.
Company Website
The Company updates the public with operating
and financial results through timely disclosures
filed with SEC and PSE. These are available on the
company’s website: https://www.urc.com.ph/
