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Corporate Governance > Company Policies
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.
  
   
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Summary of Related Party Transactions [2022] [2021] | [2020] | [2019] | [2018]
 

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.  
  
 
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.
  
 
Summary of Activities Relating to Health, Safety and Welfare of its employees : [2022] [2021] | [2020] | [2019] | [2018] | [2017]

 
 
   
 
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.