The Company’s RCGM institutionalizes the principles of good corporate governance throughout the organization. It lays the foundation to the Company’s compliance system and identifies the responsibilities of the Board and Management in relation to corporate governance. It also states the Company’s policies on disclosure and transparency and mandates the conduct of communication and training programs on corporate governance. The RCGM further provides the rights of all shareholders and the protection of the interests of the minority shareholders. 

The RCGM, Board, and Board Committee Charters, and the Corporate Governance organizational structure are regularly reviewed to ensure compliance with regulatory issuances and to keep pace with the constant development of corporate governance best practices. Continuous improvement and monitoring of governance and management policies have been undertaken to ensure that the Company observes good governance. The Company also consistently strives to raise its financial reporting standards by adopting and implementing prescribed Philippine Financial Reporting Standards.

The Company’s RCGM and Corporate Governance policies below are posted in its website under the Governance section and can be accessed below:

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In order to reinforce the governance framework, the Company put in place the Code of Business Conduct and Ethics and adopted policies on Conflict of Interest, Anti-Bribery and Anti-Corruption, Whistleblowing, Insider Trading, Material Related Party Transactions, Stakeholders Health Safety and Welfare, Protection of Creditors’ Rights, Board Nomination and Election, Succession Planning and Remuneration, Board Diversity, Corporate Disclosure, Supplier Accreditation, among others.

The fundamental principle of this Code is the expectation that all JGS directors, employees, subsidiaries and affiliates are required to conduct their dealings in the interest of the Company and in accordance with the highest legal and ethical standards. Thus, everyone must observe the Company’s core values, acceptable norms, and the policies indicated in the Code in all of our business activities and future endeavors.

JGS upholds its commitment to the highest standards of integrity as set out in the Company’s core values. It is the duty of its employees to avoid acts that might reflect adversely upon the integrity and reputation of the Company and to act with honor in every undertaking with all the stakeholders, keeping in mind the principle of always doing the right thing because it is the right thing to do, even when no one else is watching. This policy aims to strengthen and solidify the Company’s stand to maintain appropriate ethical and responsible business conduct and avoid all opportunities for bribery and corruption and applies to all employees of JGS and their agents and representatives.

It is the duty of the Company to protect the interests of all stakeholders and ensure procedures are in place to guide its directors, officers, employees, consultants, agents, or representatives in handling transactions where actual, potential, or perceived conflicts of interest may arise. In this regard, the directors, employees and consultants are directed to ensure that all work-related decisions, actions, or inactions are above-board and based on sound business principles and judgment, and devoid of bias or partiality. This policy aims to strengthen the stakeholders’ confidence in the good governance of the Company by promoting the core value of integrity and reinforcing its Code of Business Conduct and Ethics and Anti-Bribery and Anti-Corruption policies and programs, as well as ensure that business decisions always reflect independent judgment and discretion, and are based on the best interests of the Company.

It is the policy of the Company to conduct all MRPT on an arm’s length basis, on fair and reasonable terms and conditions no less favorable than any such terms available to unrelated third parties under the same or similar circumstances. MRPT refers to any related party transaction, either individually or in aggregate over a twelve (12) – month period with the same related party, amounting to ten percent (10%) or higher of the Company’s total consolidated assets based on its latest audited financial statements. Its purpose is to protect the Company from conflict of interest by instituting the proper review, approval, and reporting of transactions which may be entered into between or among the Company or any of its subsidiaries, associates, affiliates, joint venture, directors, and officers.

This policy ensures that accountability of the Board and Management for MRPTs is in place. Aside from disclosure of conflict of interest, as provided in this Policy, directors and officers with material interests in any transaction and an actual or potential conflict with the Company abstain from participating in the deliberation of the same.

This policy establishes a suitable framework for whistleblowing. It ensures its enforcement to allow employees and other stakeholders to freely communicate their concerns and any complaints, including illegal or unethical practices or behavior, without fear of retaliation and to have direct access to an independent member of the Board or a unit created to handle whistleblowing concerns.

The Company ensures that the remunerations of directors, officers, and employees are sufficient and competitive with other similar industries through market salary surveys to attract qualified and competent employees and retain them. This Policy aims to ensure individuals' systematic and long-term development at the senior management level as ready replacements when the need arises due to deaths, disabilities, retirements, and other unexpected occurrences. It applies to the succession planning and remuneration of the Board of Directors, Key Management Personnel, and Senior Management Team members as defined and identified by the GNRSC.

Directors and 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 pursuant to the CG Code for PLCs, which was embodied in the Company’s Code of Business Conduct and Ethics and its Conflict of Interest Policy.

On February 7, 2023, pursuant to the Company’s Code of Business Conduct and Ethics and Conflict of Interest Policy, the Company commenced the Annual Self-Disclosure of Conflict of Interest and Declaration of Gifts Received covering calendar year 2022 until the time of disclosure. All directors and employees of JGS submitted their self-disclosure forms in 2023. There were 21 employees who disclosed a conflict of interest. Out of these 21 employees, 3 were investigated and cleared to be without conflict.

The Company also has an established suitable framework for whistleblowing that allows employees and other stakeholders to freely communicate, without fear of any form of retaliation, concerns about any aspect of business operation (e.g., violations of Company policies, its Code of Business Conduct and Ethics, criminal or unlawful acts or omissions, instances when an act or omission endangers the health and safety of employees) and any other complaints including unethical practices or behavior, misconduct, malpractice, irregularities or risks against the Company. All information received in connection with the reports or disclosures are strictly confidential and not disclosed to any person without prior consent of the Integrity and Ethics Council (“IECON”). Internal and external persons reporting have the option to use email, iSpeak, or send mail through the postal services and have direct access to JGS’s designated Lead Independent Director (“LID”) through its IECON, a unit created to handle whistleblowing concerns that directly reports all whistleblowing incidents to the LID.

The above-mentioned whistleblowing portals are likewise on the “Contact Us” page of the Company website.

In 2023, no whistleblowing cases were received through its iSpeak and email channels that were directly intended for JGS. However, the reports evaluated to be valid were forwarded to the appropriate Strategic Business Units (“SBUs”), and their actions were monitored and reported to the GNRSC and the Board.

On March 14, July 4, and December 6, 2023, pursuant to the Company’s Code of Business Conduct and Ethics and Conflict of Interest Policy, the Company released email communications encouraging employees to report whistleblowing concerns via iSpeak.

In 2023, the IECON Secretariat reported to the GNRSC and the Board that in 2022, it received a total of nine (9) whistleblowing reports via the iSpeak portal. Out of the nine (9) reports, three (3) were invalidated for lack of information, while six (6) were endorsed to the SBU for further handling.

The IECON Secretariat received a total of two hundred forty-nine (249) reports via the iecon@jgsummit.ph email address in 2023. Out of the 249 emailed reports, twenty (20) reports were customer-related, eighteen (18) were employment-related, six (6) were requests for information/data/footage, two (2) were regarding sponsorships or solicitation, two hundred one (201) reports were for supplier offers/proposals/marketing/accreditation, while two (2) were in blank. These emails received were no longer reported to the IECON as these were not whistleblowing cases.

The Company submitted the 2022 Integrated Corporate Governance Report (“I-ACGR”) to the SEC and PSE on May 26, 2023. The I-ACGR is a reportorial requirement under SEC Memorandum Circular No. 15 series of 2017 for all PLCs to disclose the Company’s compliance or noncompliance with the recommendations provided under the CG Code for PLCs. With the “comply or explain” approach, voluntary compliance to recommended corporate governance best practices is combined with mandatory disclosure.

The Company's I-ACGR can be accessed through:

The Company has a compliance program or manual, approved on March 29, 2023, and covers compliance with relevant laws, regulations, and policies that is annually reviewed.

The Stakeholder Engagement is thoroughly discussed under “Stakeholder Engagement."

JGS is transparent and fair in conducting its Annual and Special Shareholders’ meetings and encourages active shareholders participation under its Amended By-Laws, such as nominating candidates to the board or calling for a general or special meeting by minority stockholders.

In compliance with the CG Code of PLCs, the Amended By-Laws and the RCGM, the initial Notice of the Annual Stockholders’ Meeting (“Notice”) was filed to the SEC and PSE, uploaded on the Company website and disseminated to shareholders on March 14, 2023, as amended on March 27, 2023, or at least twenty-eight (28) days before the Annual Stockholders’ Meeting (“ASM”) held on May 15, 2023. The Definitive Information Statement, which contains the Notice, was filed with the SEC and PSE on April 18, 2023. In addition, the Notice was disseminated to shareholders and other stakeholders via publication in the Manila Standard and Business World for two (2) consecutive days in both online and print on April 20-21, 2023. The Notice of ASM, published in English, enumerated and explained the agenda items requiring stockholders’ approval with one agenda item per topic and contained the following: i.) a rationale and explanation for each agenda item; ii.) the profiles of directors (with age, academic qualification, date of first appointment, experience, and directorships in other listed companies); iii.) SyCip Gorres Velayo & Co. (“SGV & Co.”) as the external auditor seeking reappointment; iv.) readily available proxy documents; v.) ratifying acts of the Board such as the compensation or remuneration of executive directors and key officers; vi.) voting procedure; vii.) information regarding the appointment of an independent party to validate the votes; viii.) the class of shares allowed to vote, among others.

The ASM was conducted by remote communication and attended by shareholders owning or representing most of the outstanding capital stock and by all of the Board of Directors. The shareholders individually elect each director through ballot and were allowed to cast their votes by proxy or in absentia on each agenda item presented to them for approval, with the number of votes approving each agenda item indicated in their respective sections in the Minutes of the ASM. Shareholders who could not attend were apprised ahead of time of their right to appoint a proxy, subject to the requirements of law, rules and regulations, and the Amended By-Laws. In order for the Company to properly conduct validation procedures through its external auditor, SGV & Co., stockholders who wished to participate via remote communication were instructed to notify the Company through email of their desire to vote in absentia.

The shareholders were also given the opportunity to send in their questions, express opinions, and make suggestions on various issues related to the Company by electronic mail. The Company received questions and provided responses indicated in the section on “Consideration of Other Matters” in the Minutes. The Minutes of the ASM held on May 15, 2023, may be viewed and/or downloaded at the “Disclosures” page of the Company website.

The Company is committed to ensuring fair and equitable treatment of all shareholders, whether controlling or minority, local or foreign. The Company respects the rights of all shareholders as provided under the Revised Corporation Code and other laws and as stated in its RCGM. These rights relate to the following, among others: the (1) right to participate and vote on all matters that require their consent or approval in general shareholder meetings, including election and removal of Board members; (2) right to inspect corporate books and records; (3) right to obtain relevant and material information on the corporation on a timely and regular basis; (4) right to dividends; (5) appraisal right; (6) the right to secure methods of ownership registration; and (7) convey or transfer shares. In furtherance of these rights, an Investor Relations Officer (“IRO”) under the Corporate Strategy Office was appointed to communicate to the shareholders all material information on the activities of the Company.

For inquiries related to Investor Relations, such as the Company’s Financial Results and Operating Performance – Quarterly and Annual Reports, Sustainability Reports, Shareholding Structure, Shareholders Information, and related information, shareholders and other stakeholders may visit the “Investor Relations” page of the Company website and the “Contact Us” page, or contact the Company’s IRO below:

The Company recognizes and values the interdependence between business and society. It 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 consider Economic, Environmental, Social, and Governance issues and concerns.