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COMPANY'S POLICIES
 
TRANSPARENCY SEAL
  Below are policies which support PNCC’s aim to strengthen practices of good corporate governance within the organization.
  Dividend Policy
     Stockholders shall have the right to receive dividends subject to the discretion of the Board.  The corporation shall be compelled to declare dividends when its retained earnings shall be in excess of 100% of its paid-in capital stock except : a) when justified by definite corporate expansion projects or programs approved by the Board, or b) when the corporation is prohibited under loan agreement with any financial institution or creditor, whether local or foreign, from declaring dividends without its consent, and such consent has not been secured, or c) when it can be clearly shown that such retention is necessary under special circumstances obtaining in the corporation, such as when there is a need for special reserve for probable contingencies.
GOVERNANCE SEAL
  Code of Business Conduct and Ethics
 
Business Conduct and Ethics
Directors
 
Employees
Conflict of Interest
As provided for in the Company’s Revised Manual on Corporate Governance:
  As provided for in the company’s Codes of Conduct and Employee Discipline:
   
 
  • A Director should not use his position to profit or gain some benefit or advantage for himself and/or his related interest.
 
All employees shall not directly or indirectly participate for their personal gain in any business transaction or contact entered into by the company and shall strictly avoid conflict of interest in the performance of their functions. Conflict of interest is deemed to exist where a PNCC employe has or acquires a financial or other interest of a personal nature in any business enterprise or transaction in which he may be called upon to act (for example, to approve, recommend action, make a study, or make findings of fact) in a manner detrimental to the interest of the company by reason of his personal involvement in such business enterprise or transaction.
   
   
 

   
  • If an actual or potential conflict of interest may arise on the part of a director, he should fully and immediately disclose it and should not participate in the decision-making process
 
   
   
   
 
As provided for in Section 27.1 of Code of Corporate Governance for GOCCs, GCG Circular Memorandum No.
2012-07:
 
   
  Directors and Officers shall at all times avoid any actual or potential conflict of interest with the GOCC. Each shall also avoid any conduct, or situation, which could reasonably be construed as creating an appearance of a conflict of interest.
     
     
     
CONTACT US
 
Any question about a Director’s or Officer’s actual or potential conflict of interest with the GOCC shall be brought promptly to the attention of the Chairman of the Board, who will review the question and determine an appropriate course of action.
   
   
   
   
   
   
   
      Conduct of Business and Fair Dealings
As provided for in the Company’s Revised Manual on Corporate Governance:
 
As provided for in the company’s Codes of Conduct and Employee Discipline:
   
   
  • A director should avoid situations that may compromise his impartiality.
 
  • Officers and employees shall extend prompt, courteous and adequate service to the company’s clients.
  • The Employee must make truthful representations regarding his rank/position at all times in all his official transactions and must perform any act pertaining to any person in authority in the Company only if he is being officially authorized to do so.
  • The Employee must observe proper conduct and courtesy and show respect towards his fellow employees, Company visitors, patrons/clients at any time within Company premises.
     
   
  • A director should carefully evaluate the issues and, if necessary, make inquiries and request clarification.
 
     
     
   
As provided for in Section 26 of Code of Corporate Governance for GOCCs, GCG Memorandum Circular 2012-07:
     
     
   
The fiduciary duty of diligence of Directors and Officers to always act in the best interest of the GOCC, with utmost good faith in all its dealings with the property and monies of the GOCC, includes the obligation to:
 
     
   
   
   
  • Exercise extraordinary diligence, skill and utmost good faith in the conduct of the business and in dealing with the properties of the GOCC, using the utmost diligence of a very cautious person with due regard to all the circumstances;
  • Apply sound business principles to ensure the financial soundness of the GOCC; and
  • Elect and/or employ only Officers who are fit and proper to hold such office with due regard to the qualifications, competence, experience and integrity
 
     
     
       
       
       
       
       
       
       
 
Receipt of gifts from third parties
As provided for in Section 26 of Code ofCorporate Governance for GOCCs, GCG Memorandum Circular 2012-07:
  As provided for in the company’s Codes of Conduct and Employee Discipline:
   
      The Company prohibits all Employees of the following:
   
No Gift Policy. A Director or Officer shall not solicit, nor accept, directly or indirectly, any gift, gratuity, favor, entertainment, loan or anything of monetary value (“Gift”) from any person where such Gift:
 
     
  • Soliciting or receiving money, gift or anything of value, from any person, personally or through the mediation of another, to perform an act prejudicial to the Company or as a condition for the performance of one’s duty.
  • Bribing, or offering money, gift or anything of value to any employee, personally of through mediation of another, to seek or qualify for preference, benefit or favorable condition of employment.
  • Extorting/accepting bribes in cash or in kind from clients for personal gain.
     
     
   
  • Would be illegal or in violation of law;
  • Is part of an attempt or agreement to do anything in return;
  • Has a value beyond what is normal and customary in the GOCC’s business;
  • Is being made to influence the matter of Board’s, or Officer’s actions as such, or
  • Could create the appearance of a conflict of interest
 
     
     
     
     
     
     
     
  Compliance with Laws & Regulations As provided for in the Company’s Revised Manual on Corporate Governance:   As provided for in the company’s Codes of Conduct and Employee Discipline:
   
   
     A director shall have a working knowledge of the statutory and regulatory requirements that affect the corporation, including its articles of incorporation and by- laws, the rules and regulations of the Commission and, where applicable, the requirements of relevant regulatory agencies.
 
All employees shall at all times respect the rights of others, and shall refrain from doing acts contrary to law, good morals, good customs, public policy, public order, public safety and public interest.
     
     
     
       
     
   
As provided for in Section 25 of Code of Corporate Governance for GOCCs, GCG Memorandum Circular 2012-07:
   
       
       
   
     Respect for and Obedience to the Constitution and the law. – As Public Officials, a Director or Officer shall respect and obey the Constitution, and shall comply, and cause the GOCC to faithfully and timely comply, with all legal provisions, rules and regulations, and corporate governance standards, applicable to them and to the GOCC in which they serve, and to act within the bounds of their Charter, Articles of Incorporation and By-laws.
   
       
       
       
       
       
       
       
  Respect for Trade Secrets/Use of Non-public Information
As provided for in the Company’s Revised Manual on Corporate Governance:
  As provided for in the company’s Codes of Conduct and Employee Discipline:
   
   
  • A director should keep secure and confidential all non-public information he may acquire or learn by reason of his position as director.
  • He should not reveal confidential information to unauthorized persons without the authority of the Board.
       The Company prohibits all employees from:
     
  • Losing or misplacing Company records or any other documents which cause prejudice to the Company
  • Knowingly submitting false, misleading or grossly inaccurate data or information about the work assigned to him as a result of neglect or failure to make proper research or inquiry causing prejudice to Company interest.
     
     
     
     
   
As provided for in Section 30 of Code ofCorporate Governance for GOCCs, GCG Memorandum Circular 2012-07: Duty of Confidentiality
 
     
       
   
     Pursuant to their duties of diligence and loyalty, a member of the Board or an Officer shall not use or divulge confidential or classified information officially made known to them by reason of their office and not made available to the public, either: (1) to further their private interests, or give undue advantage to anyone; or (2) which may prejudice the public interest.
   
       
       
       
       
       
       
  Use of Company Funds, Assets and Information
As provided for in Section 27 of Code of_Corporate Governance for GOCCs, GCG Memorandum Circular 2012-07:
 
As provided for in the company’s Codes of Conduct and Employee Discipline:
   
     
     The Employee who is accountable for or is entrusted with the custody, control, handling of company funds must use or appropriate said funds for legal or authorized purposes only.
   
     The fiduciary duty of loyalty of Directors and Officers to always act in the best interest of the GOCC, with utmost good faith in all its dealings with the property and monies of the GOCC, includes the obligation to:
(a) Act with utmost and undivided loyalty to the GOCC;
(b) Avoid conflicts of interest and declare any interest they may have in any particular matter before the Board; and;
     Avoid (1) taking for themselves opportunities related to the GOCC’s business; (2) using the GOCC’s property, information or position for personal gain; or (3) competing with the GOCC’s business opportunities.
 
     
     
       
       
       
       
       
       
       
       
  Employment & Labor Laws & Policies Not Applicable – No employee – employer relationship  
     All employees are expected to at all times respect the rights of others, and shall refrain from doing acts contrary to law, good morals, good customs, public policy, public order, public safety and public interest. The company and its senior management and employees must adhere to what is lawful, just, fair and resonalbe in all matters concerning hiring, recruitment, terms and conditions of employment, salaries and wages, working days, hours, promotions, transfers, and other matters relations to the employee and his job. The company, its senior management and its employees should commit to provide safe, healthy and harmonious working conditions, to treat everyone considerately and fairly, to uphold the dignity of the individual, to recognize their importance as an asset to the company and to recognize the employees’ constitutional right to organize within legal bounds.
     
       
       
       
       
       
       
       
       
       
       
       
       
       
       
  Disciplinary action
     The GCG Code of Governance provides for the bases for disqualification, either permanent or temporary, of directors. It provides for the the bases for removal from office and for suspension. The President of the Philippines, upon the recommendation of the GCG, appoints, re-appoints, suspends and removes directors of the company.
 
     The company prescribes a Code of Ethical Conduct and Personnel Discipline (CCED) to govern ethical behavior and commendable performance of its employees. Any infraction to the CCED will be subjected to thorough investigation by the Local Board, Administrative Board, Special Administrative Board or the Safety Committee, depending on the committed infraction. The same shall be meted with the appropriate penalty/ies in accordance with the company’s Code of Discipline.
     
     
     
     
     
     
       
       
  Whistle Blower
     Any employee or non-employee can file a complaint against anybody in the Company whom he deems to have committed an infraction against himself or the company.
   
  Conflict Resolution
     The current system is to discuss/evaluate issues at the Board level. Failing resolution within the Board, opinion of OGCC/DOJ will be sought.
         
  Related Party Transactions
 

Joint Ventures

 
     All joint venture agreements in relation to tollways franchise under P.D. 1894 is approved by the Board of Directors. Any supplemental agreement and/or amendments, or restatements of the existing Joint Venture Agreements are likewise approved by the Board of Directors.

     The NegotiatingCommittees_created by the Board negotiate the terms of the joint venture agreement, which are then submitted to the Board for approval and ratification.

     Before the agreement is signed by PNCC, this is first referred for review by the Office of Government Corporate Counsel (OGCC), its statutory counsel, prior to signing thereof.

     The Board of Directors then designates the President and/or the Chairman of the Board to sign, execute and deliver the said agreements and/or amendments, supplements or restatements.

     All such agreements stipulate that the approval of the President of the Philippines is required to be valid and binding.

 
 
 
 
 
 
 
 
 
 
 
 
 


 
Subsidiaries, Entities Under Common Control, Substantial Stockholders, Officers including spouse/children/siblings/parents, Directors including spouse/children/siblings/parents, Interlocking director relationship of Board of Directors
 
 

All other bidded contracts/agreements for projects:
- Up toP500K for approval of the President/CEO
- OverP500Kshall be recommended by President/CEO for approval of the Board
- All agreements shall be signed by the President/CEO

 
 
 
         
         
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