|
| COMPANY
POLICIES
|
|
|
|
|
|
|
|
|
|
|
|
| Below
are policies which support PNCC’s aim to strengthen practices
of good corporate governance within the organization.
|
|
|
BOARD
DIVERSITY
|
|
| Article
5.1.a. of the Corporate Governance Manual 2017 provides that "The
Board shall be composed of directors with a collective working knowledge,
experience or expertise that is relevant to the company's industry/sector.
The Board shall always ensure that it has an appropriate mix of
competence and expertise and that its members remain qualified for
their positions individually and collectively, to enable it to fulfill
its roles and responsibilities and respond to the needs of the organization
based on the evolving business environment and strategic direction."
|
|
|
|
|
|
|
|
|
|
|
|
DIVIDEND
POLICY
|
|
|
|
| As
provided for in Article XI of the Company's Amended By-Laws, "Dividends
may be declared annually or oftener as the Board of Directors may
determine. The Board of Directors may declare dividends only
from the surplus profits of the Corporation." 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CODE
OF BUSINESS CONDUCTS AND ETHICS
|
|
|
|
|
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 Negotiating
Committees created by the Board to 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 to P500K for approval of the
President and CEO
- Over P500K shall be recommended
by President and CEO for approval of the Board
- All agreements shall be signed by
the President and CEO
|
|
|
Do
you have any comments or suggestions that may help us improve
our services?
Click Here
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| RPT
2017
|
|
|
|
The
Company, in the normal course of business, has transactions with
related parties. The more significant of these transactions
include compensation/other benefits of key management personnel
amounting to Php18.303 million and Php14.719 in 2017 and 2016,
respectively.
|
|
|
| SAFETY,
HEALTH AND ENVIRONMENT (SHE)
|
|
| PNCC
commits to safeguard the safety and health of its employees, contractors
and all general public and to preserve the environment in undertaking
its operations and activities. (Safety, Health and Environment
Code, May 25, 2000)
|
|
|
|
| In
enforcing the policy, Management guide and support employees and
other associated parties in maintaining SHE consciousness and imposes
corresponding penalties for infractions on the provisions of the
Code.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TREATMENT OF MINORITY STOCKHOLDERS
|
|
|
|
| Voting
Right - Shareholders shall have the right to elect, remove
and replace directors and vote on certain corporate acts in accordance
with the Corporation Code.
|
|
|
|
|
|
|
|
|
| Pre-emptive
Right - All stockholders shall have
pre-emptive rights in accordance with law, unless the same is denied
in the Articles of Incorporation or an amendment thereto. They
shall have the right to subscribe to the capital stock of the corporation.
The Articles of Incorporation lay down the specific rights
and powers of stockholders with respect to the particular shares
they hold, all of which shall be protected by law so long as they
shall not be in conflict with the Corporation Code.
|
|
|
|
|
|
|
|
|
| Power of Inspection
- All stockholder shall be allowed
to inspect corporate books and records including minutes of the Board
meetings ans stock transfer registers in accordance with the Corporation
Code and shall be furnished with annual reports, including financial
statements, without cost or restriction.
|
|
|
|
|
|
|
|
|
| Stockholders
may address the letter to the Corporate Secretary requesting to
inspect corporate books and records via e-mail or registered mail.
|
|
|
|
|
|
|
|
|
| Right
to information - The stockholders
shall be provided, upon request, with specific reports which disclose
personal and professional information about the directors and officers
and certain other matters such as their holdings of the corporation's
share, dealings with the corporation, relationship among directors
and key officers and the aggregate compensation of directors and
officers. The minority stockholder shall have access to any
and all information relating to matters for which the management
is accountable for. If not included, then the minority stockholders
shall be allowed to propose such matters in the agenda of a stockholders'
meeting, being within the definition of "legitimate purposes"
and in accordance with law, jurisprudence and best practice.
|
|
|
|
|
|
|
|
| Right to Dividends
- Stockholders shall have the right
to 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-up 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 any 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
|
|
|
|
|
| Appraisal
Right - Any stockholder
of the corporation shall have the right to dissent and demand payment
of the fair value of his shares only in the following instances,
as provided by the Corporation Code:
(1) In case
any amendment to the articles of incorporation has the effect
of changing or restricting the rights of any stockholder or class
of shares or of authorizing preferences in any respect superior
to those outstanding shares of any class, or of extending or shortening
the term of corporate existence;
(2) In case
of sale, lease, exchange, transfer, mortgage, pledge or other
disposition of all or substantially all of the corporate property
and assets;
(3) In case
of merger or consolidation, and
(4) In case of
investments in another corporation, business or purpose.
|
|
|
|
|
|
|
|
| The
appraisal right when available, may be exercised by any stockholder
who shall have voted against the proposed corporate action, by making
a written demand on the corporation within thirty (30) days after
the date on which the vote was taken, for payment of the fair value
of his shares; Provided, that failure to make the demand within
such period shall be deemed a waiver of the appraisal right. A
stockholder must have voted against the proposed corporate action
in order to avail himself of the appraisal right. If the proposed
corporate action is implemented or effected, the corporation shall
pay to such stockholder upon surrender of his certificate(s) of
stock representing his shares, the fair value thereof as of the
day prior to the date on which the vote was taken, excluding any
appreciation or depreciation in anticipation of such corporate action.
If
within a period of sixty (60) days from the date the corporate action
was approved by the stockholders, the withdrawing stockholder and
the corporation cannot agree on the fair value of the shares, it
shall be determined and appraised by three (3) disinterested persons,
one of whom shall be named by the stockholder, another by the corporation
and the third by the two thus chosen. The findings of the
majority of appraisers shall be final, and their award shall be
paid by the corporation within thirty (30) days after such award
is made: Provided, that no payment shall be made to any dissenting
stockholder unless the corporation has unrestricted retained earnings
in its books to cover such payment; and Provided, further, that
upon payment by the corporation of the agreed or awarded price,
the stockholder shall forthwith transfer his shares to the corporation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|