We respect the rights of all stockholders, in accordance with the Corporation Code, Articles of Incorporation, By-Laws, and all resolutions adopted by the Board establishing and designating classes or series of shares of stock of Philex Mining Corp.
We likewise respect the rights of the minority shareholders and develop policies toward ensuring that the Board will, in all cases, consider the corporate interests as a whole. The key guidelines include (i) emphasis on the fiduciary responsibilities of the Board and the officers to the Company and its shareholders, and the duties of care and prudence; (ii) emphasis on the avoidance of conflict of interest and on prompt disclosure of potential conflict; (iii) prompt, full, and fair disclosure of material information; (iv) adoption of policies on related party transactions; and (v) other policies toward avoidance of actions that will favor the controlling or major shareholder/s at the expense of the minority shareholder.
Where feasible or practicable, we respect the right of minority shareholders to propose the holding of meetings and the items for discussion in the agenda that relate directly to the business of the Company.
Markets for corporate control should be allowed to function in an efficient and transparent manner.
In cases of mergers, acquisitions and/or takeovers requiring shareholders’ approval, the Board, as a matter of practice, appoints an independent party to evaluate the fairness of the terms and conditions of such transactions.
In cases of mergers and acquisitions, the CEO and the CFO, together with external financial and technical consultants, prepare a detailed recommendation for consideration by the Board.
An independent consultant is retained to review the terms and conditions of contracts but an independent party or financial advisor is named separately to evaluate the merits of each specific transaction.
We recognize that all stockholders of the Company have the right to attend the stockholders’ meetings.
Regular meetings of stockholders shall be held annually on a date fixed in the By-Laws of the company. The holding of the annual meeting is mandatory, as it is during which the directors are elected and where stockholders have the opportunity to know the condition of the company, its plans and programs, and to ask questions and raise relevant issues or concerns. Special meetings, as needed, shall be held at any time and for any purpose.
As matter of practice, the members of the Board, the Chairman, the President and Chief Executive Officer, Audit Committee Chairman, representatives of external auditor and other key officers and employees are present during scheduled meetings of stockholders and shall have opportunity to make a statement should they desire to do so and will be available to respond to appropriate questions.
Notice and Procedures
The Company sends timely notice of meetings to shareholders. Notice stating the date, time, and place of the annual meeting is announced at least thirty (30) days, as a matter of practice, prior to the scheduled annual meeting. The notice of meeting shall specify the detailed agenda and explanatory circulars as needed. The Board shall provide the rationale and explanation for each agenda item which requires shareholders’ approval in the notice of meeting. Stockholders shall have the right to vote at all stockholders’ meetings in person or by proxy. The conduct of stockholders’ meeting shall be in accordance with the provisions of the By-Laws.
The voting was done by balloting. Shareholders who are present and did not submit proxies before the meeting were given ballots upon registration. In the case of proxies submitted prior to the meeting, the proxy designated by the stockholder to represent them at the meeting was provided with ballots for casting in accordance with the stockholders’ instructions, as indicated in the proxy. Secured electronic or online voting in absentia was also available to certificated shareholders.
An independent party, SGV & Co. together with STSI, tabulated the proxies and the ballots.
We recognize the right of stockholders of record to receive dividends as inherent in the ownership of shares.
Dividends shall be declared and paid out of unrestricted retained earnings which shall be payable in cash, property, or stock to all subscribers on the basis of outstanding stock held by them as often and as such times as the Board may determine in accordance with the law. Dividends not collected shall not earn interest and may be invested by the retirement trust fund under such conditions as the Board of Trustees thereof may deem beneficial.
The Company’s dividend policy is to distribute at least 25 percent of core net income as dividends should the circumstances allow for its declaration, and to pay dividends within thirty (30) days from declaration and approval.