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Corporate Governance

Revised Code of Corporate Governance

Corporate Social Responsibility

Employee Health, Safety and Welfare

Company Policies

Enterprise Risk Management

Board Committees and Charters

ASEAN Corporate Governance Scorecard

Annual Corporate Governance Report

Code of Business Conduct and Ethics

Link to DMCI Group of Companies: Code of Conduct

 

Corporate Governance

 

 

The Company’s corporate governance framework aims to provide a culture of ethical conduct, higher standards of performance, transparency and accountability throughout the organization and its subsidiaries. The Company’s corporate governance framework is discussed in a comprehensive SEC Annual Corporate Governance Report. It adopts the following Organization for Economic Co-operation and Development (OECD) Principles of Corporate Governance globally accepted by policymakers, investors and other stakeholders as benchmark of good governance policies and practices:

 1.    Rights of Shareholders  “All shares, Equal Voting Rights”   

 2.    Equitable Treatment of Shareholders   “One Common Share, One Vote”   

 3.    Role of Stakeholders   “Respect for Rights of Internal and External Stakeholders”

 4.    Disclosure and Transparency   “Timely Accurate Disclosure of Material Information”

 5.    Responsibility of the Board    “Effective Board Leadership and Performance”

 

 

AWARDS and RECOGNITION:

 

2013 PSE Bell Award Finalist

Semirara Mining Corporation was among the top ten finalists honored by the Philippine Stock Exchange (PSE) in its 2013 Bell Awards under the publicly listed companies (PLCs) category. The PSE Bell Awards program gives recognition to PLCs that adhere to the highest corporate governance standards in the country. The Company was evaluated and shortlisted from 254 PLCs based on the PSE’s Corporate Governance Guidelines for Listed Companies, which provide for, among others, a sound business strategy, an effective board of directors and policies to protect shareholders rights.

 

2013 ASEAN Energy Award, Corporate Social Responsibility (CSR) Category, 2nd Runner-Up

The Company’s 5Es Program won 2nd Runner-Up in the ASEAN Best Practices in Coal Projects under CSR category of the 2013 ASEAN Energy Awards (AEA). The AEA is Southeast Asia’s prestigious awards program that recognizes excellence, creativity and outstanding work in the fields of coal and energy by companies from member-countries in the region. The awarding ceremony was held during the 31st ASEAN Ministers of Energy Meeting and the Energy Business Forum at Bali, Indonesia. The 5Es Program encompasses Education, Environment Protection, Economic Empowerment, Employment & Livelihood and Electrification is designed towards broad-based sustainable growth of the community and other stakeholders through economic, social and environmental development.

 

FinanceAsia’s Best Philippine Companies -   

                       2013 Most Committed to a Strong Dividend Policy,

                       2014 4th Most Committed to a Strong Dividend Policy

                       2014 9th Best CSR               

The Company was voted as one of the companies Most Committed to a Strong Dividend Policy in Philippines by investors and analysts in FinanceAsia’s 13th annual Best Companies in Asia Poll in 2013. FinanceAsia is a Hong Kong-based reporting publication on Asia's financial and capital markets through a daily website and monthly magazine. The publication most recently released the results of its 2014’s 14th Annual poll vote results with the Company ranked 4th in the Most Committed to a Strong Dividend Policy and 9th in the Best CSR category.

 

COMPLIANCE

 

SEC and PSE

The Company subscribes to all the rules and regulations of the Securities and Exchange Commission (SEC) and the PSE. It annually reports its full compliance to the SEC’s Revised Code of Corporate Governance (SEC Code). It also discloses its level of adoption of the PSE’s Corporate Governance Guidelines for Listed Companies. Directors, Officers and employees have been advised of their respective duties as mandated by the SEC Code and that internal mechanisms are in place to ensure compliance thereto. Your Company fully complies with the disclosure and reportorial requirements of the SEC and PSE, such as certifications on compliance with its Revised Code of Corporate Governance and Board attendance, structured reports, as well as timely disclosure of significant and material information, events or developments and reporting of transactions involving trading of the Company’s shares by its Directors within the prescribed reporting period.

The Company’s Compliance Officer is designated to ensure adherence to corporate governance principles and best practices, as well as compliance to the SEC Code and the Company’s Revised Code of Corporate Governance. The Compliance Committee shares in the responsibility of assurance reporting on the Company’s regulatory requirements. The Committee has three (3) other Members who are executive officers tasked with ensuring compliance covering SEC, PSE, legal, accounting and reporting standards, environmental, health and safety matters that are aligned to their functional scope of work responsibilities. The Compliance Committee regularly reports to the Audit Committee for continuous monitoring and updates of legal, regulatory developments and compliance matters, thus assuring the Board of their effective management and strategic sustainability.

 

Environmental, Health & Safety

The Company is compliant with the conditionalities of its Environmental Compliance Certificate (ECC) issued by the Philippine g Department of Environment and Natural Resources (DENR relative to the development and opening of the Panian coal mine, and the closing and rehabilitation of its old mine. It is also compliant with the regulatory and reporting requirements of various Philippine government agencies tasked to oversee health and safety, among others.

A Multi-Partite Monitoring Team (MMT) comprised of representatives of the government and various stakeholder groups oversees and evaluates the Company’s compliance with such ECC conditions, applicable laws, rules and regulations on a quarterly basis. The MMT conducted on-site monitoring activities which included validation of Air, Water, Operation and Administration reports and Environment Management Plan. The Company’s Environmental Unit (EU) together with concerned groups regularly assess its environmental programs for effectiveness and improvement. Air and water quality, noise level and hazardous-regulated materials are regularly tested, measured and monitored against standards and baseline data. Regular and surveillance audits are conducted by internal auditors, external parties and local regulators to assess the Company’s continuing compliance with corporate policies, government regulations, industry guidelines and internationally recognized standards.

In December 2013, the Company’s coal mining operation and support activities have been recertified in its fifth consecutive year by the Governing Board of Certification International Philippines, Inc. as being in conformance to International Organization for Standardization ISO 14001:2004 on Environmental Management System. ISO 18001:2007 on Occupational Health and Safety Management System.

 

Semirara Mining Corporation 2F DMCI Plaza Building, 2281 Chino Roces Avenue Extension, Makati City, Philippines 1231 Telephone: (+632) 888-3055 Fax No.: (+632) 888-3955 / 888-3553