POLICIES, PRACTICE and PROGRAMS
MANUAL ON CORPORATE GOVERNANCE
In 2003, Philex Mining Corp.’s Board of Directors and management reaffirmed their commitment to the principles and best practices contained in the company’s manual on corporate governance by adopting the first addendum to its Manual on Corporate Governance.
In Feb. 2004, the company adopted as second addendum to the Manual on Corporate Governance the revised disclosure rules of the Philippine Stock Exchange (PSE) prohibiting the communication of material non-public information without simultaneously disclosing the same information to the stock exchange.
In 2005, the company engaged the services of a risk-management consultant as part of its risk-management system under corporate governance. Further to this endeavor, the company formalized in 2007 a risk-management structure for its Padcal operations, the corporate office, and organized committees to oversee its risk-management activities, a comprehensive review of which was done in 2008.
In Feb. 2011, the company filed with the PSE Commission its Revised Manual on Corporate Governance further revised on 31 July 2014 to comply with SEC Memorandum Circular No. 9 Series of 2014.
On 30 May 2017, the Board approved and adopted the further revision of the Revised Manual on Corporate Governance substantially adopting the SEC-issued Code of Corporate Governance for Publicly-Listed Companies .
CODE OF BUSINESS CONDUCT AND ETHICS
Philex Mining Corp. is dedicated to doing business in accordance with the highest standards of ethics. The company, its directors, officers, and employees endeavor to promote a culture of good corporate governance by observing and maintaining its core business principles of integrity, teamwork, work excellence, respect for individuals, corporate responsibility, and social and environmental responsibility in their relationships among themselves and with the company’s customers, suppliers, competitors, business partners, other stakeholders, regulators, and the public.
OUR POLICIES
Diversity Policy
The Policy aims to ensure that optimal and sound decision-making is achieved by diversifying the composition of the Company’s Board of Directors.
Whistle-Blowing Policy
This policy is issued to provide a system and venue for the proper submission, handling, or resolution of employees’ complaints or disclosures regarding violations of corporate governance rules, questionable accounting or auditing matters, and offenses covered by the Company’s existing Code of Discipline or equivalent policy. This policy likewise contains procedures to protect from any retaliation an employee/person who reveals illegal/unethical behavior by others.
Conflict of Interest Policy
This policy ensures that all work-related decisions, actions or inactions of Philex Mining’s directors, officers, employees, and consultants are above-board and based on sound business principles and judgment, and devoid of bias or partiality.
Policy on Gifts, Entertainment, and Sponsored Travels
This policy provides the general guidelines for directors, employees, and consultants on how to handle gifts, entertainment, and sponsored travel offered by third parties.
Vendor Relations Policy
This policy seeks to uphold the highest professional standards of business practices, core values, and ethics in the company’s dealings with its suppliers in the procurement of products and services.
Policy on Dealings in Company Shares of Stock
This policy as amended provides guidelines and disclosure requirements on dealings of corporate insiders in shares of stock. The amendment required all concerned directors, officers and/or employees to report to Compliance Officer all respective dealings in company shares within two (2) business days and for the Company to disclose the same within three (3) business days from date of transaction.
Related Party Transaction (RPT) Policy
This Policy ensures proper review, approval, and reporting of transaction between the Company and Related Parties. This likewise provides the definition of Material and/or Significant RPT based on threshold amount over specific period, and the role of Corporate Governance and Audit Committee with respect to the same.
As matter of policy and procedure, all Material and/or Significant RPT shall be subject to review and endorsement by the RPT Committee and with the concurrence of all Independent Directors prior to approval by the Board.
Directors and Officers’ Orientation and Training Policy
This Policy seeks to formalize the Company’s practice on the orientation and training programs for directors. It applies to all BOD members and officers with the rank of Vice President (VP) and above.
Board Performance Appraisal/ Assessment Policy
This policy enables the Board to periodically identify overall strengths and specific areas for improvements based on results of assessment, and to obtain important feedback and views from the members of the Board which will collectively form part of Company’s overall strategy, performance and/or future directions or endeavors.
Assessment of Chief Audit Executive, Chief Risk Officer and Chief Compliance Officer
The Board shall include in the Performance Appraisal the assessment of the Chief Audit Executive, Chief Risk Officer and Chief Compliance Officer.
Disclosure Policy
This policy gives the public assurance that the Company is committed to the highest standards of full, fair, timely and accurate disclosure of material information required by Securities and Exchange Commission (SEC), the Philippine Stock Exchange (PSE), and other government and regulatory bodies.
Succession Planning Policy
This policy aims to promote constant employee development and advancement and ensure the organization’s readiness to replace key positions.
IT Governance Framework
This Information Technology (IT) Governance Framework sets forth the responsibilities and accountabilities for an effective IT governance process to develop a responsible IT culture and optimal IT use within the Company.
Dividend Policy
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 up to 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.
OTHER PROGRAMS
Employee Development Programs
The Company respects the dignity and human rights of its employees, including the rights guaranteed by existing labor laws. PMC promotes safety, non-discrimination, environmental awareness, and commitment in the workplace, and supports programs that champion the engagement and development of employees.
Environment, Health, and Safety Programs
The Company is committed to maintain good environmental, health, and safety (EHS) practices and standards at all times.
On a regular basis, the management implements a risks review of safety procedures and health programs at its operations and explorations sites. The review includes material safety, occupational health, environmental, and community risks to assess whether adequate risk-based controls are in place, how effective they are and what priority actions would be required to substantially improve the EHS performance of the sites.
Site Safety Policy
Having a certificate on Occupational Safety and Health Standards (OSHAS 18001), the Company adheres to a Site Safety Policy and is committed to the highest levels of health and safety programs to ensure every stakeholder’s safety, and espouses loss prevention as a way of life. PMC strives to maintain a sound and safe working place to prevent injury, illness, property damage, and loss to processes in compliance with all relevant legislations and the preservation of the environment as well.
Various initiatives are being reassessed based on the present situation and are being implemented to minimize the occurrence of accidents and injuries in the workplace. Third-party experts are likewise engaged when necessary to assess existing safety performance and identity risk areas.