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SEC Form – I-ACG
R * Updated 21D
ec2017 Page 4 of 154
INTE
GR
ATE
D A
NN
UA
L CO
RP
OR
ATE
GO
VER
NA
NC
E R
EPO
RT
C
OM
PLIA
NT/
NO
N-
CO
MP
LIAN
T
AD
DITIO
NA
L INFO
RM
ATIO
N
EX
PLA
NA
TION
The Board’s Governance Responsibilities
Prin
cip
le 1
: The company should be headed by a com
petent, working board to foster the long
- term success of the corporation, and
to sustain its com
petitiveness and profitability in a m
anner consistent with its corporate objectives and the long
- term best interests of its shareholders and
other sta
keholders. R
ec
om
me
nd
atio
n 1
.1
1. Board is com
posed of directors with
collective working know
ledge, experience or expertise that is relevant to the com
pany’s industry/sector.
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on the following:
1. A
cademic qualifications, industry
knowledge, professional
experience, expertise and
relevant trainings of directors
2. Q
ualification standards for
directors to facilitate the selection of potential nom
inees and to serve as benchm
ark for the evaluation of its perform
ance
DoubleD
ragon Properties
Corp.
is com
posed of the following individuals w
ho possess the know
ledge, experience and expertise
that are
relevant to
the com
pany’s industry/sector: 1. E
dg
ar J. S
ia II – is the C
hairman and C
hief Executive O
fficer of Injap Investments Inc.
Mr. Sia II is also the Founder of M
ang Inasal Philippines,
Inc. and
various other
companies.
He obtained
his Doctorate
Degree from
the University of San Agustin
Honoris Causa M
ajor in Managem
ent in 2012. 2. To
ny
Tan
Ca
ktio
ng – is the C
hairman of
Honeystar Holdings Corporation, and
the current
Chairm
an of
Jollibee Foods
Corporation, since 1978. M
r. Tan Caktiong
is also a Director of First G
en Corporation
since 2005 and a
mem
ber of the Board of Trustees
of Jollibee
Group
Foundation, Tem
asek Foundation,
and
St. Luke’s
Medical C
enter. He graduated from the
University of Santo Tomas in 1975 w
ith a degree in C
hemical Engineering. He w
as
2. Board has an appropriate m
ix of com
petence and expertise.
CO
MP
LIAN
T
3. D
irectors remain qualified for their positions
individually and collectively to enable them
to fulfill their roles and responsibilities a
nd respond to the needs of the
organization.
CO
MP
LIAN
T
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 5 of 154
likewise
conferred by
the University
of Santo Tom
as an honorary Degree D
octor of Business A
dministration on February 15,
2018. 3. Fe
rdin
an
d J. S
ia – is the President and
Chief
Operating
Officer
of Injap
Investments Inc. He also served as D
irector of M
ang Inasal Philippines, Inc. from 2006-
2016. He graduated from the University of
the Philippines Visayas w
ith a degree in Bachelor of A
rts in Political Science and took up law
in Arellano University School of
Law.
4. Rizza
Ma
rie Jo
y J. S
ia – is the Treasurer
and
Chief
Finance O
fficer of
Injap Investm
ents Inc. She serves as the Treasurer of People’s Hotel C
orp. and as a Director
of Hotel of Asia
, Inc. She graduated from
University of the Philippines Visayas w
ith a degree
in Bachelor
of Science
in A
ccountancy and
is
a C
ertified Public
Accountant.
5. Willia
m Ta
n U
ntio
ng – has been a D
irector of Jollibee Foods C
orporation since 1993 and
likew
ise serves
as a
director and
Treasurer
of Honeystar
Holdings C
orporation. He is the Vice President for
Real Estate of Jollibee Foods Corporation
since 1989. He was appointed as C
hief of Real Estate O
fficer in 2015. 6. Jo
sep
h Ta
nb
un
tion
g – is the Presid
ent of Jollibee Philippines starting July 1, 2013. He
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 6 of 154
is the
former
President of
Red Ribbon
Philippines, having served there since 2008. He graduated from
Ateneo de M
anila University w
ith a degree in Managem
ent Engineering. 7.
Ga
ry
P.
Ch
en
g
– is
an investm
ent banking professional w
ith over 20 years of corporate finance and
capital markets
experience. He is currently the Managing
Director and
co-founder of Fortman C
line C
apital Markets Lim
ited since 2007. Dr.
Cheng served as the form
er President/CEO
of
Am
algamated
Investment
Bancorporation from 2003 and
2008 and
former
Vice
President of
Investment
Banking at J.P. Morgan from
1993 to 2001. D
r. C
heng obtained
his doctorate
in Philosophy
from
University of
Leeds, England
in 1991. 8.
Vic
en
te
S.
Pe
rez,
Jr. – served as the Secretary of the D
epartment of Energy
from 2001 to 2005 and
Managing D
irector of the Board of Investm
ents in 2001. He is also
the current
Chairm
an of
WW
F Philippines
and a
mem
ber of
WW
F –
International. M
r. Perez
has a
Master’s
Degree
in Business
Adm
inistration –
International Finance from the W
harton School University of Pennsylvania and
a Bachelor’s D
egree in Business Economics
from the University of the Philippines.
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 7 of 154
Re
co
mm
en
da
tion
1.2
1. Board is com
posed of a majority of non-
executive directors. C
OM
PLIA
NT
Identify or provide link/reference to a docum
ent identifying the directors and
the type of their directorships
The Board is composed of a m
ajority of N
on-Executive Directors:
N
AM
E O
F DIR
EC
TOR
S
TYPE O
F DIR
EC
TOR
SH
IP
EDG
AR J. SIA
II EXEC
UTIVE D
IRECTO
R TO
NY TA
N C
AKTIO
NG
N
ON
-EXECU
TIVE
DIREC
TOR
FERDIN
AN
D J. SIA
EXEC
UTIVE D
IRECTO
R RIZZA
MA
RIE JOY J.
SIA
EXECUTIV
E DIREC
TOR
WILLIA
M TA
N
UN
TION
G
NO
N-EXEC
UTIV
E D
IRECTO
R JO
SEPH TA
NBUN
TION
G
NO
N-EXEC
UTIV
E D
IRECTO
R G
ARY P. C
HEN
G
IND
EPEND
ENT
DIREC
TOR
VIC
ENTE S. PEREZ
IND
EPEND
ENT
DIREC
TOR
Re
co
mm
en
da
tion
1.3
1. C
ompany provides in its Board C
harter a
nd M
anual on Corporate G
overnance a policy on training of directors.
CO
MP
LIAN
T Provide link or reference to the com
pany’s Board Charter and
M
anual on Corporate G
overnance relating to its policy on training of directors.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of D
oubleDragon
Properties Corp., provides that:
“DD
shall conduct an orientation program
for first-time directors to ensure that they
are appropriately apprised of their duties and
responsibilities, before beginning their directorships;
an
d
rele
va
nt
an
nu
al
co
ntin
uin
g
for
all
inc
um
be
nt
dire
cto
rs w
hic
h
will
pro
mo
te
an
e
ffec
tive
b
oa
rd
pe
rform
an
ce
an
d c
on
tinu
ing
qu
alific
atio
n
of th
e d
irec
tors in
ca
rryin
g-o
ut th
eir d
utie
s a
nd
resp
on
sibilitie
s.
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 8 of 154
2. C
ompany has an orientation program
for first tim
e directors. C
OM
PLIA
NT
Provide information or link/reference
to a document containing
information on the orientation
program and
trainings of directors for the previous year, including the num
ber of hours attended and
topics covered.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of D
oubleDragon
Properties Corp., provides that:
“DD
shall conduct an orie
nta
tion
pro
gra
m
for first-tim
e d
irec
tors to
en
sure
tha
t the
y
are
ap
pro
pria
tely
ap
prise
d o
f the
ir du
ties
an
d re
spo
nsib
ilities, b
efo
re b
eg
inn
ing
the
ir d
irec
torsh
ips;
and
relevant
annual continuing
for all
incumbent
directors w
hich will prom
ote an effective board perform
ance and continuing qualification
of the directors in carrying-out their duties
and responsibilities
3. C
ompany has relevant annual continuing
training for all directors.
CO
MP
LIAN
T The
May
30, 2017
Re
vise
d
Co
de
o
f C
orp
ora
te G
ov
ern
an
ce of D
oubleDragon
Properties Corp., provides that:
“DD
shall conduct an orientation program
for first-time directors to ensure that they
are appropriately apprised of their duties and
responsibilities, before beginning their directorships;
an
d
rele
va
nt
an
nu
al
co
ntin
uin
g
for
all
inc
um
be
nt
dire
cto
rs w
hic
h
will
pro
mo
te
an
e
ffec
tive
b
oa
rd
pe
rform
an
ce
an
d c
on
tinu
ing
qu
alific
atio
n
of th
e d
irec
tors in
ca
rryin
g o
ut th
eir d
utie
s and responsibilities.” D
uring the year 2017, the Board of Directors
have attended
the follow
ing training
regarding corporate governance:
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 9 of 154
TRA
ININ
GS/
SEM
INA
RS
DA
TE/P
LAC
E
CO
ND
UC
TED
TRA
ININ
G
INSTITU
TION
Annual
Corporate
Governanc
e Training
Program
August
11, 2017
at Jollibee Pla
za Building
Institute of
Corporate
Directors
This whole-day training aim
s to provide participants
with
fundamental
and essential appreciation of the benefits and im
pact of modern corporate governance
best practices. O
ther trainings and sem
inars attended by m
embers
of the
Board include
the follow
ing: M
r. V
icente S.
Perez attended
the
Corporate
Governance
Seminar
conducted by ROAM
, Inc. on Decem
ber 19, 2018. M
r. W
illiam
Tan Untiong
attended the
Advanced
Corporate
Governance
Training conducted
by the
Institute of
Corporate D
irectors on October 5, 2018.
R
ec
om
me
nd
atio
n 1
.4
1. Board has a policy on board diversity. C
OM
PLIA
NT
Provide information on or
link/reference to a document
containing information on the
company’s board diversity policy.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of D
oubleDragon
Properties Corp., provides:
“DD
encourages
diversity in
its Board.
Board diversity may refer to distinctions in
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 10 of 154
Indicate gender composition of the
board. age, ethnicity, culture, skills, com
petence, know
ledge, gender, among other things. A
diverse
Board prom
otes different
perspectives and
ideas
and
mitigates
groupthink to achieve optimal decision-
making.”
The current Board is composed of seven (7)
males and
one (1) female.
Op
tion
al: R
ec
om
me
nd
atio
n 1
.4
1. C
ompany has a policy on and
discloses m
easurable objectives for implem
enting its board diversity and
reports on progress in a
chieving its objectives.
Provide inform
ation on or link/reference to a docum
ent containing the com
pany’s policy and
measureable objectives for
implem
enting board diversity. Provide link or reference to a progress report in achieving its objectives.
Re
co
mm
en
da
tion
1.5
1.
Board is assisted by a Corporate Secretary.
CO
MP
LIAN
T Provide inform
ation on or link/reference to a docum
ent containing inform
ation on the C
orporate Secretary, including his/her nam
e, qualifications, duties and
functions.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of D
oubleDragon
Properties Corp., provides that:
“The Board, at all times, is assisted in its
duties by a Corporate Secretary, w
ho is a separate individual from
the Com
pliance O
fficer. The Corporate Secretary should
annually attend a training on corporate governance and
shall likewise be apprised
of his duties and responsibilities through continuing training. The
Corporate
Secretary is
primarily
responsible to
the corporation
and its
shareholders, and not to the C
hairman or
President
of the
Com
pany and
has,
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 11 of 154
among others, the follow
ing duties and responsibilities.
a. A
ssists the Board and the board
comm
ittees in the conduct of their m
eetings, including preparing an annual
schedule of
Board and
comm
ittee m
eetings and
the
annual board
calendar, and
assisting the chairs of the Board and
its com
mittees to set agendas for
those meetings;
b. Safe
keeps and
preserves the
integrity of
the m
inutes of
the m
eetings of
the Board
and
its com
mittees, as w
ell as other official records of the C
orporation; c.
Keeps abreast
on relevant law
s, regulations,
all governance
issuances, relevant
industry developm
ents and operations of
the corporation, and advises the
Board and
the
Chairm
an on all
relevant issues as they arise; d.
Works fairly and
objectively with the
Board, M
anagement
and
stockholders and contributes to the
flow of inform
ation between the
Board and
m
anagement,
the Board and
its comm
ittees, and the
Board and
its
stakeholders, including shareholders;
e. A
dvises on
the establishm
ent of
board comm
ittees and their terms
of reference;
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 12 of 154
f. Inform
s mem
bers of the Board, in accordance w
ith the by-laws, of
the agenda of their meetings at
least five working days in advance,
and
ensures that
the m
embers
have before
them
accurate inform
ation that will enable them
to arrive
at intelligent
decisions on
matters that require their approval;
g. A
ttends all board meetings, except
when
justifiable causes,
such as
illness, death
in the
imm
ediate fam
ily and
serious
accidents, prevent him
/her from doing so;
h. Perform
s required
administrative
functions; i.
Oversees the drafting of the by-law
s and
ensures that they conform w
ith regulatory requirem
ents; and
j. Perform
s such
other duties
and responsibilities as m
ay be provided by the SEC
.” The C
orporate Secretary of DoubleD
ragon Properties C
orp. is Mr. W
illiam Tan Untiong.
Please refer to the Amended A
rticles of Incorporation
and
Am
ended By-Law
s dated A
pril 14, 2016. http://w
ww
.doubledragon.com.ph/disclo
sures
2. C
orporate Secretary is a separate individual from
the Com
pliance Officer.
CO
MP
LIAN
T The
May
30, 2017
Re
vise
d
Co
de
o
f C
orp
ora
te G
ov
ern
an
ce of D
oubleDragon
Properties Corp., provides that:
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 13 of 154
“The Board, at all times, is assisted in its
duties by a Corporate Secretary, w
ho
is a
sep
ara
te in
div
idu
al fro
m th
e C
om
plia
nc
e
Offic
er. The C
orporate Secretary, should annually attend a training on corporate governance and shall likew
ise be apprised of his duties and responsibilities through continuing training.”
3. C
orporate Secretary is not a mem
ber of the Board of D
irectors. N
ON
- C
OM
PLIA
NT
The Corporate Secretary is a m
ember of
the Board of Directors as allow
ed under the Board’s C
harter. 4.
Corporate Secretary attends training/s on
corporate governance. C
OM
PLIA
NT
Provide information or link/reference
to a document containing
information on the corpora
te governance training attended, including num
ber of hours and topics
covered
The M
ay 30,
201 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of D
oubleDragon
Properties Corp., provides that:
“The Board, at all times, is assisted in its
duties by a Corporate Secretary, w
ho is a separate individual from
the Com
pliance O
fficer. The Corporate Secretary
sho
uld
a
nn
ua
lly
atte
nd
a
tra
inin
g
on
c
orp
ora
te
go
ve
rna
nc
e and shall likew
ise be apprised of his duties and responsibilities through continuing training. The
company’s
Corporate
Secretary is
WILLIA
M
TAN
U
NTIO
NG
. He has been a D
irector of Jollibee Foods Corp. since 1993
and
likewise
serves as
a D
irector and
Treasurer of
Honeystar Holdings
Corporation. He is the V
ice President for Real Estate of Jollibee Foods C
orp. since 1989. He w
as appointed as Chief Real
Estate Officer in 2015. He graduated from
A
damson
University in
1975 w
ith a
bachelor’s degree in Civil Engineering.
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 14 of 154
The Corporate Secretary has attended the
Annual
Corporate
Governance
Training Program
conducted by the Institute of C
orporate Directors on A
ugust 11, 2017 and
the
Advanced
Corporate
Governance Training conducted by the
Institute of Corporate D
irectors on October
5, 2018.
Said training
aims
to provide
participants w
ith fundam
ental and
essential appreciation of the benefits and im
pact of modern corporate governance
best practices.
Op
tion
al: R
ec
om
me
nd
atio
n 1
.5
1.
Corporate Secretary distributes m
aterials for board m
eetings at least five business days before scheduled m
eeting.
Provide proof that corporate secretary distributed board m
eeting m
aterials at least five business days before scheduled m
eeting
R
ec
om
me
nd
atio
n 1
.6
1. Board is assisted by a C
ompliance O
fficer. C
OM
PLIA
NT
Provide information on or
link/reference to a document
containing information on the
Com
pliance Officer, including his/her
name, position, qualifications, duties
and functions.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that: “The Board should ensure that it is assisted in its duties by a C
ompliance O
fficer, with
adequate stature and authority in the D
D.
The Com
pliance Officer should not be a
mem
ber of the Board of Directors and
should annually
attend a
training on
corporate governance. The C
ompliance O
fficer is a mem
ber of the D
D’s m
anagement team
in charge of the com
pliance function.
Similar
to the
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 15 of 154
Corporate Secretary, he/she is prim
arily liable
to the
corporation and
its
shareholders, and not to the C
hairman or
President of the C
ompany. He/she has,
among others, the follow
ing duties and responsibilities:
a. Ensures proper onboarding of new
directors
(i.e., orientation
on the
company’s
business, charter,
articles of incorporation and by-
laws, am
ong other); b.
Monitors,
reviews,
evaluates and
ensures the
compliance
by the
corporation, its
officers and
directors with the relevant law
s, this C
ode, rules and regulations and all governance issuances of regulatory agencies;
c. Reports the m
atter to the Board if violations
are found
and recom
mends
the im
position of
appropriate disciplinary action; d.
Ensures the integrity and accuracy
of all documentary subm
issions to regulators;
e. A
ppears before
the SEC
w
hen sum
moned
in relation
to com
pliance with this C
ode; f.
Collaborates
with
other departm
ents to
properly address
compliance issues, w
hich may be
subject to investigation; g.
Identifies possible
areas of
compliance
issues and
w
orks tow
ards the resolution of the same;
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 16 of 154
h. Ensures
attendance of
Board m
embers
and
key officers
to relevant trainings; and
i.
Performs
such other
duties and
responsibilities as may be provided
by the SEC.”
The Com
pliance Officer is A
tty. Jo
selito
L. B
arre
ra, Jr. He is a graduate of A
rellano University
– School
of Law
and
w
as adm
itted to the Philippine Bar in year 2006.
2. C
ompliance O
fficer has a rank of Senior V
ice President or an equivalent position w
ith adequate stature and authority in the
corporation.
CO
MP
LIAN
T The
May
30, 2017
Re
vise
d
Co
de
o
f C
orp
ora
te G
ov
ern
an
ce of D
oubleDragon
Properties Corp., provides that:
“The Board should ensure that it is assisted in its duties by a C
ompliance O
fficer, with
ad
eq
ua
te sta
ture
an
d a
uth
ority
in th
e D
D.
The Com
pliance Officer should not be a
mem
ber of the Board of Directors and
should annually
attend a
training on
corporate governance.” 3.
Com
pliance Officer is not a m
ember of
the board. C
OM
PLIA
NT
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that: “The Board should ensure that it is assisted in its duties by a C
ompliance O
fficer, with
adequate stature and authority in the D
D.
The
C
om
plia
nc
e O
ffice
r sh
ou
ld n
ot
be
a
m
em
be
r o
f th
e
Bo
ard
o
f D
irec
tors and
should
annually attend
a training
on corporate governance.”
4. C
ompliance O
fficer attends training/s on corporate governance.
CO
MP
LIAN
T Provide inform
ation on or link/reference to a docum
ent containing inform
ation on the
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that:
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 17 of 154
corporate governance training attended, including num
ber of hours and
topics covered
“The Board should ensure that it is assisted in its duties by a C
ompliance O
fficer, with
adequate stature and authority in the D
D.
The Com
pliance Officer should not be a
mem
ber of the Board of Directors and
sho
uld
a
nn
ua
lly
atte
nd
a
tra
inin
g
on
c
orp
ora
te g
ov
ern
an
ce.”
The training attended by the Com
pliance O
fficer regarding corporate governance is the
5th
Annual
GG
APP
Forum
Good
Governance, Ethics and
Com
pliance held at C
onrad Manila on M
ay 24, 2017.
P
rinc
iple
2: The fiduciary roles, responsibilities and accountabilities of the Board as provided under the law
, the company’s articles and
by-laws, and
other legal pronouncem
ents and guidelines should be clearly m
ade known to all directors as w
ell as to stockholders and other stakeholders
. Re
co
mm
en
da
tion
2.1
1. D
irectors act on a fully informed basis, in
good faith, with due diligence and
care, a
nd in the best interest of the com
pany.
CO
MP
LIAN
T Provide inform
ation or reference to a docum
ent containing information on
how the directors perform
ed their duties (can include board resolutions, m
inutes of meeting)
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that: “The
fiduciary roles,
responsibilities and
accountabilities of the Board as provided under the law
, the company’s articles and
by-laws, and
other legal pronouncements
and guidelines, should be clearly m
ade know
n to
all directors
as w
ell as
to shareholders and other stakeholders. The Board m
embers should act on a fully
informed basis, in good faith, w
ith due
SEC Form – I-ACG
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ec2017 Page 18 of 154
diligence and care, and in the best interest
of the company and
all shareholders.” R
ec
om
me
nd
atio
n 2
.2
1. Board oversees the developm
ent, review
and
approval of the company’s business
objectives and strategy.
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on how the directors
performed this function (can include
board resolutions, minutes of
meeting)
Indicate frequency of review of
business objectives and strategy
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that: “The
Board should
oversee the
development
of and
approve
the com
pany’s business
objectives and
strategy,
and
monitor
their im
plementation, in order to sustain the
company’s
long-term
viability and
strength.” The
frequency of
review
of business
objectives and strategy is from
time to
time.
2. Board oversees and
monitors the
implem
entation of the company’s business
objectives and strategy.
CO
MP
LIAN
T
Su
pp
lem
en
t to R
ec
om
me
nd
atio
n 2
.2 1.
Board has a clearly defined and updated
vision, mission and
core values. C
OM
PLIA
NT
Indicate or provide link/reference to a docum
ent containing the com
pany’s vision, mission and
core values. Indicate frequency of review
of the vision, m
ission and core values.
http://ww
w.doubledragon.com
.ph/page/vision-m
ission-core-values
2. Board has a strategy execution process that facilitates effective m
anagement
performance and
is attuned to the com
pany’s business environment, and
culture.
CO
MP
LIAN
T Provide inform
ation on or link/reference to a docum
ent containing inform
ation on the stra
tegy execution process.
The Board
has a
strategy execution
process by
providing trainings
and sem
inars about corporate governance to the M
anagement of the com
pany for its effective perform
ance.
Re
co
mm
en
da
tion
2.3
SEC Form – I-ACG
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ec2017 Page 19 of 154
1. Board is headed by a com
petent and
qualified Chairperson.
CO
MP
LIAN
T Provide inform
ation or reference to a docum
ent containing information on
the Chairperson, including his/her
name and
qualifications
DoubleD
ragon Properties
Corp.’s
Chairperson is M
r. Edgar J. Sia II. http://w
ww
.doubledragon.com.ph/page
/board-of-directors R
ec
om
me
nd
atio
n 2
.4
1. Board ensures and
adopts an effective succession planning program
for directors, key officers and m
anagement.
CO
MP
LIAN
T D
isclose and provide inform
ation or link/reference to a docum
ent containing inform
ation on the com
pany’s succession planning policies and
programs and
its im
plementation
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that:
N
om
ina
tion
an
d S
uc
ce
ssion
“The Board should have and disclose in its
Code a form
al and transparent board nom
ination and election policy that should include how
it accepts nominations from
m
inority shareholders
and
reviews
nominated cand
idates. The policy should also
include an
assessment
of the
effectiveness of the Board’s processes and procedures in the nom
ination, election, or replacem
ent of a director. In addition, its process
of identifying
the quality
of directors
should be
aligned w
ith the
strategic direction of the com
pany. For Executive and
Non-executive D
irectors:
The election of all Directors is held during
each regular stockholders’ meeting, unless
a vacancy occurred which shall be filled in
imm
ediately during a meeting called for
the purpose and the person so elected shall serve only the unexpired portion of his predecessor in office.
2. Board adopts a policy on the retirem
ent for directors and
key officers. C
OM
PLIA
NT
SEC Form – I-ACG
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ec2017 Page 20 of 154
For Independent Directors:
1.
The nom
ination of
the independent
director shall
be conducted
by the
Nom
ination C
omm
ittee prior
to a
stockholders’ m
eeting.
All recom
mendations shall be signed by the
nominating stockholders together w
ith the acceptance and
conformity by the w
ould-
be nominees.
2. After the nom
ination, the Nom
ination C
omm
ittee shall
prepare a
final list of
candidates
which
shall contain
all the
information about all the nom
inees for the independent directors. The list shall be m
ade available to the SEC and
to all the stockholders
through the
filing and
distribution of the Information Statem
ent or Proxy Statem
ent, or in such other reports the C
orporation is required to submit to the
Com
mission.
3. Only nom
inees whose nam
es appear on the Final List of C
andidates shall be eligible for election as an Independent D
irector. N
o other nomination shall be entertained
after the Final List of Candidates shall have
been prepared. No further nom
ination shall be entertained or allow
ed on the floor during the actual stockholders’ m
eeting.
4. The
specific slot
for independent
directors shall
not be
filled-up
by unqualified nom
inees.
5. In case of failure of election for the
SEC Form – I-ACG
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ec2017 Page 21 of 154
independent director, the Chairm
an of the m
eeting shall
call a
separate election
during the same m
eeting to fill up the vacancy.”
Re
co
mm
en
da
tion
2.5
1. Board aligns the rem
uneration of key officers and board m
embers w
ith long-
term interests of the com
pany.
CO
MP
LIAN
T Provide inform
ation on or link/reference to a docum
ent containing inform
ation on the com
pany’s remuneration policy and
its im
plementation, including the
relationship between rem
uneration and
performance.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides:
Re
mu
ne
ratio
n o
f Dire
cto
rs an
d O
ffice
rs “The levels of rem
uneration of DD
should be sufficient to be able to attra
ct and
retain the
services of
qualified and
competent directors and
officers. A portion
of the remuneration of executive directors
may
be structured
or be
based on
corporate and individual perform
ance. D
D m
ay establish formal and
transparent procedures
for the
development
of a
policy on
executive rem
uneration or
determination of rem
uneration levels for individual directors and
officers depending on the particular needs of the corporation. N
o director should participate in deciding on his rem
uneration. D
D’s annual reports and
information and
proxy statem
ents shall include
a clear,
concise and understand
able disclosure of all fixed and
variable com
pensation that m
ay be paid, directly or indirectly, to its directors and
top four (4) managem
ent officers during the preceding fiscal year.
2. Board adopts a policy specifying the relationship betw
een remuneration and
performance.
CO
MP
LIAN
T
3. D
irectors do not participate in discussions or deliberations involving his/her ow
n rem
uneration.
CO
MP
LIAN
T
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 22 of 154
To protect the funds of DD
, the Com
mission
may, in exceptional cases, e.g., w
hen a corporation
is under
receivership or
rehabilitation, regulate the payment of the
party compensation, allow
ances, fees and fringe benefits to its directors and
officers.” O
ptio
na
l: Re
co
mm
en
da
tion
2.5
1. Board approves the rem
uneration of senior executives.
CO
MP
LIAN
T Provide proof of board approval
The remuneration of senior executives is
presented to the Board of Directors for
approval.
2. C
ompany has m
easurable standards to
align the performance-based
remuneration of the executive directors
and
senior executives with long-term
interest, such as claw
back provision and
deferred bonuses.
Provide inform
ation on or link/reference to a docum
ent containing m
easurable stand
ards to align perform
ance-based rem
uneration with the long-term
interest of the com
pany.
Re
co
mm
en
da
tion
2.6
1. Board has a form
al and transparent board nom
ination and election policy.
CO
MP
LIAN
T Provide inform
ation or reference to a docum
ent containing information on
the company’s nom
ination and
election policy and process and its
implem
entation, including the criteria used in selecting new
directors, how
the shortlisted candidates and how
it encourages nom
inations from
shareholders. Provide proof if m
inority shareholders
have a right to nominate candidates
to the board
Provide information if there w
as an assessm
ent of the effectiveness of
The com
pany’s C
od
e
of
Go
ve
rna
nc
e provides that:
No
min
atio
n a
nd
Su
cc
essio
n
“The Board should have and
disclose in its C
ode a formal and transparent board
nomination and election policy that should
include how it accepts nom
inations from
minority
shareholders and
review
s nom
inated candidates. The policy should
also include
an assessm
ent of
the effectiveness of the Board’s processes and procedures in the nom
ination, election, or replacem
ent of a director. In addition, its process
of identifying
the quality
of
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 23 of 154
the Board’s processes in the nom
ination, election or replacement
of a director.
directors should
be aligned
with
the stra
tegic direction of the company.
For Executive and N
on-executive Directors:
The election of all D
irectors is held during each regular stockholders’ m
eeting, unless a vacancy occurred w
hich shall be filled in im
mediately during a m
eeting called for the purpose and the person so elected shall serve only the unexpired portion of his predecessor in office.
For Independent D
irectors:
1. The
nomination
of the
independent director
shall be
conducted by
the N
omination
Com
mittee
prior to
a stockholders’
meeting.
All
recomm
endations shall be signed by the nom
inating stockholders together with the
acceptance and conform
ity by the would
-be nom
inees. 2. A
fter the nomination, the N
omination
Com
mittee
shall prepare
a final list
of cand
idates w
hich shall
contain all
the inform
ation about all the nominees for the
independent directors. The list shall be m
ade available to the SEC and
to all the stockholders
through the
filing and
distribution of the Information Statem
ent or Proxy Statem
ent, or in such other reports the C
orporation is required to submit to the
Com
mission.
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 24 of 154
3. Only nom
inees whose nam
es appear on the Final List of C
andidates shall be eligible for election as an Independent D
irector. N
o other nomination shall be entertained
after the Final List of Candidates shall have
been prepared. No further nom
ination shall be entertained or allow
ed on the floor during the actual stockholders’ m
eeting.
4. The
specific slot
for independent
directors shall
not be
filled-up
by unqualified nom
inees.
5. In case of failure of election for the independent director, the C
hairman of the
meeting
shall call
a separate
election during the sam
e meeting to fill up the
vacancy.” Below
is the company’s N
omination and
Ele
ctio
n P
olic
y:
P
RO
CED
UR
E
PR
OC
ESS
AD
OP
TED
C
RITE
RIA
A. S
ELE
CTIO
N A
ND
APP
OIN
TMEN
T Exe
cu
tive
D
irec
tors a
nd
N
on
-Exe
cu
tive
D
irec
tors
The election
of all D
irectors is
held during each regular stockholders’
meeting,
unless a
vacancy
1. Holder of at least one (1) share of a
capital stock of the C
ompany.
2. Must be a
college graduate or equivalent
SEC Form – I-ACG
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occurred w
hich shall
be filled
in im
mediatel
y during
a m
eeting called
for the purpose and
the
person so
elected shall
serve only
the unexpired portion
of his predecessor in office.
academic
degree. 3.
Must
have practical understand
ing
of the
business of
the C
ompany.
4. M
embershi
p in
good stand
ing in
relevant industry, business
or professional organizations. 5. M
ust have previous business experience.
Ind
ep
en
de
nt
Dire
cto
rs 1.
The nom
ination of
the independent
director shall
be conducted by
the N
omination
Com
mittee
prior to
a
1. He
shall have
at least
one (1) share of stock of the corporation. 2.
He shall
be at least a
college graduate or
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 26 of 154
stockholders’
meeting.
All
recomm
endations shall
be sig
ned by
the nom
inating stockholders
together w
ith the
acceptance
and conform
ity by
the w
ould-be
nominees.
2. After the
nomination,
the N
omination
Com
mittee
shall prepare
a final
list of
candidates
which
shall contain
all the inform
ation about
all the nom
inees for
the independe
he shall
have been
engaged or exposed to the business of
the corporation for at least five
(5) years. 3.
He shall
possess integrity and
probity. 4.
He shall
be assiduous.
SEC Form – I-ACG
R * Updated 21D
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nt directors. The list shall be
made
available to the
SEC
and
to all
the stockholders
through the
filing and
distribution of
the Inform
ation Statem
ent or
Proxy Statem
ent, or
in such
other reports
the C
orporation is required to subm
it to the C
omm
ission. 3.
Only
nominees
whose
names
appear on
the Final List of C
andidates
shall be
eligible for
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 28 of 154
election as
an Independent
Director.
No
other nom
ination shall
be entertained after
the Final List of C
andidates
shall have
been prepared. N
o further
nomination
shall be
entertained or
allowed
on the floor during
the actual stockholders’ m
eeting. 4.
The specific slot for independent
directors shall not be filled
-up by
unqualified nom
inees. 5. In case of failure of election for
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 29 of 154
the independent director, the C
hairman
of the m
eeting shall call a separate election during the sam
e m
eeting to fill up the vacancy.
B. R
EA
PP
OIN
TMEN
T
Exe
cu
tive
D
irec
tors
Shall follow
the process for nom
ination of directors.
Must
have all
the qualifications
and none of the disqualifications
of a
director as
mentioned
above.
No
n-
Exe
cu
tive
D
irec
tors
Shall follow
the process for nom
ination of directors.
Must
have all
the qualifications
and none of the disqualifications
of a
director as
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 30 of 154
mentioned
above.
Ind
ep
en
de
nt
Dire
cto
rs
Shall follow
the process for nom
ination of directors.
Must
have all
the qualifications
and none of the disqualifications
of a
director as
mentioned
above. C
. PER
MA
NEN
T DIS
QU
ALIFIC
ATIO
N
Exe
cu
tive
D
irec
tors
A
director perm
anently disqualified shall
be rem
oved from
the
office in
accordance
with
the C
orporation
Code
which
provides:
Section 28
of the
Corporatio
n Code:
Sec. 28. Rem
oval of directors or trustees. -
Without
prejudice to a
specific provision of law
prescribing disqualifications
of a
director, the follow
ing shall
be perm
anently disqualified of
a director:
1. A
ny person convicted by
final judgm
ent
SEC Form – I-ACG
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ec2017 Page 31 of 154
Any
director or
trustee of a corporation m
ay be
removed
from
office by a vote of the stockholders holding or representing
at least
two-thirds
(2/3) of the outstand
ing capital stock,
or if
the corporation be
a non-
stock corporation, b
y a vote of
at least
two-thirds
(2/3) of the m
embers
entitled to
vote: Provided, That
such rem
oval shall
take place either at a
regular
or order by a com
petent judicial
or adm
inistrative body of any
crime
that (a)
involves the purchase and
sale of securities, as
defined in the SRC
; (b)
arises out
of the
person’s conduct as an underw
riter, broker, dealer, investm
ent adviser, principal, distributor, m
utual fund dealer, futures com
mission
merchant,
comm
odity trading advisor,
or floor broker; or (c) arises
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 32 of 154
meeting
of the corporation or
at a
special m
eeting called
for the purpose, and
in
either case, after previous notice
to stockholders
or m
embers of
the corporation of
the intention to propose such rem
oval at
the m
eeting. A
special m
eeting of
the stockholders
or m
embers of
a corporation for
the purpose
of
out of
his fiduciary relationship w
ith a
bank, quasi-bank, trust com
pany, investm
ent house or as an affiliated person
of any
of them
.
2. A
ny person w
ho, by
reason of
misconduct
, after
hearing, is
permanentl
y enjoined
by a
final judgm
ent or order of the C
omm
ission or any court or adm
inistrative body of com
petent jurisdiction from
: (a)
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 33 of 154
removal
of directors
or trustees,
or any
of them
, m
ust be
called by
the secretary on order of the presid
ent or on
the w
ritten dem
and of
the stockholders representing or holding at
least a
majority
of the outstand
ing capital stock, or, if it be
a non-
stock corporation,
on the
written
demand
of a
majority
of the
mem
bers entitled
to vote.
acting as
underwriter,
broker, dealer, investm
ent adviser, principal distributor, m
utual fund dealer, futures com
mission
merchant,
comm
odity trading advisor,
or floor broker; (b)
acting as
director or officer of a
bank, quasi-bank, trust com
pany, investm
ent house,
or investm
ent com
pany; (c) engaging in or continuing any conduct or practice
in any
of the
SEC Form – I-ACG
R * Updated 21D
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Should the
secretary fail or refuse to
call the
special m
eeting upon
such dem
and or
fail or refuse to give the notice, or if there
is no
secretary, the call for the m
eeting m
ay be
addressed directly
to the stockholders
or m
embers
by any
stockholder or m
ember
of the
corporation sig
ning the
demand
. N
otice of
the tim
e and
place
of such
meeting, as
well
as of
capacities m
entioned in
sub-
paragraphs (a) and
(b) above,
or w
illfully violating the
laws
that govern securities and
banking activities.
3. A
ny person convicted by
final judgm
ent or order by a
court or
competent
administrati
ve body of an
offense involving m
oral turpitude, fraud, em
bezzlement,
theft, estafa, counterfeiting, m
isappropri
SEC Form – I-ACG
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ec2017 Page 35 of 154
the intention to propose such rem
oval, m
ust be
given by
publication or
by w
ritten notice prescribed in
this C
ode. Rem
oval m
ay be
with
or w
ithout cause: Provided, That rem
oval w
ithout cause m
ay not be used to
deprive m
inority stockholders
or m
embers of
the right of representation to w
hich they
may
be entitled
under
ation, forgery, bribery, false affirm
ation, perjury
or other fraudulent acts.
4. A
ny person w
ho has
been adjudged by
final judgm
ent or order of the C
omm
ission,
court, or
competent
administrati
ve body to have w
illfully violated, or w
illfully aided, abetted, counseled, induced
or procured the violation
of any provision of
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 36 of 154
Section 24
of this
Code.
the C
orporation
Code,
SRC or any
other law
adm
inistered
by the
Com
mission
or BSP
or any
of its
rule, regulation or order.
5. A
ny person earlier elected
as independent
director w
ho becom
es an
officer, em
ployee or consultant of the sam
e corporation. 6.
Any
person judicially declared as insolvent.
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 37 of 154
7. Judgm
ent or order of a foreign court
or equivalent financial regulatory authority of acts, violations or m
isconduct sim
ilar to
any of
the acts, violations or m
isconduct enum
erated
in paragraphs 1
and
5 above.
8. C
onviction by
final judgm
ent of
an offense punishable by im
prisonme
nt for more
than six (6) years, or a violation
of
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 38 of 154
the C
orporation
Code
comm
itted w
ithin five
(5) years
prior to the date of his election
or appointm
ent.
Note: Sam
e criteria
is applied
for Independent D
irectors.
D. TE
MP
OR
AR
Y D
ISQ
UA
LIFICA
TION
Exe
cu
tive
D
irec
tors a
nd
N
on
-Exe
cu
tive
Dire
cto
rs
Directors
elected or
appointed w
ithout possessing the qualifications m
entioned herein
or possessing the disqualifications as w
ell shall vacate their
1. Refusal to com
ply w
ith the
disclosure requirem
ents
of SEC
and
its IRR’s. The disqualification shall be in effect as long as the refusal persists. 2. A
bsence in
more
than fifty
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 39 of 154
positions im
mediatel
y.
(50) percent
of all
regular and
special m
eetings of the
Board during
his incum
bency,
or any
twelve
(12) m
onth period during
the said
incum
bency, unless the absence
is due
to illness, death in the im
mediate
family
or serious accident. The disqualification
shall apply
for purposes of the succeeding election. 3.
Dism
issal or term
ination for cause as
SEC Form – I-ACG
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ec2017 Page 40 of 154
director of
any corporation covered by this
Code.
The disqualification shall be in
effect until he w
as cleared him
self from
any involvem
ent
in the
cause that
gave rise to his dism
issal or term
ination. 4.
If the
beneficial equity ow
nership of
an independent
director in
the corporation or
its subsid
iaries and
affiliates exceeds tw
o percent
of
SEC Form – I-ACG
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its subscribed capital stock. The disqualification shall be lifted if the lim
it is later com
plied w
ith. 5. If any of the judgm
ents or
orders cited in the grounds for perm
anent disqualification has not yet becom
e final. A
tem
porarily disqualified director shall, w
ithin sixty
(60) business days
from
such disqualification,
take the appropriat
SEC Form – I-ACG
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e action to rem
edy or
correct the
disqualification. If he fails
or refuses
to do
so for
unjustified reasons, the disqualification
shall becom
e perm
anent.
Ind
ep
en
de
nt
Dire
cto
rs
Directors
elected or
appointed w
ithout possessing the qualifications m
entioned herein
or possessing the disqualifications as w
ell shall vacate their positions im
mediatel
y.
Same
as above,
in addition
to possession of
the disqualifications to be an independent director.
SEC Form – I-ACG
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E. R
EM
OV
AL
Exe
cu
tive
D
irec
tors /
No
n-
Exe
cu
tive
D
irec
tors/
Ind
ep
en
de
nt
Dire
cto
rs
A
director shall
be rem
oved from
office
in accordance
with
the C
orporation
Code
which
provides:
Section 28
of the
Corporatio
n Code:
Sec. 28. Rem
oval of directors or trustees. - A
ny director
or trustee of a corporation m
ay be
removed
from
office by a vote of the stockholders holding or representing
at least
two-thirds
Possession of
the grounds for perm
anent disqualifications
and
those provided under applicable law
s.
SEC Form – I-ACG
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(2/3) of the outstand
ing capital stock,
or if
the corporation be
a non-
stock corporation, b
y a vote of
at least
two-thirds
(2/3) of the m
embers
entitled to
vote: Provided, That
such rem
oval shall
take place either at a
regular m
eeting of
the corporation or
at a
special m
eeting called
for the purpose, and
in
either case, after previous notice
to
SEC Form – I-ACG
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stockholders
or m
embers of
the corporation of
the intention to propose such rem
oval at
the m
eeting. A
special m
eeting of
the stockholders
or m
embers of
a corporation for
the purpose
of rem
oval of
directors or
trustees, or
any of
them,
must
be called
by the
secretary on order of the presid
ent or on
the w
ritten dem
and of
SEC Form – I-ACG
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the stockholders representing or holding at
least a
majority
of the outstand
ing capital stock, or, if it be
a non-
stock corporation,
on the
written
demand
of a
majority
of the
mem
bers entitled
to vote. Should
the secretary fail or refuse to
call the
special m
eeting upon
such dem
and or
fail or refuse to give the notice, or if there
is no
secretary, the call for
SEC Form – I-ACG
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the m
eeting m
ay be
addressed directly
to the stockholders
or m
embers
by any
stockholder or m
ember
of the
corporation sig
ning the
demand
. N
otice of
the tim
e and
place
of such
meeting, as
well
as of
the intention to propose such rem
oval, m
ust be
given by
publication or
by w
ritten notice prescribed in
this C
ode.
SEC Form – I-ACG
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Removal
may
be w
ith or
without
cause: Provided, That rem
oval w
ithout cause m
ay not be used to
deprive m
inority stockholders
or m
embers of
the right of representation to w
hich they
may
be entitled
under Section
24 of
this C
ode.
F. REIN
STA
TEM
EN
T
Exe
cu
tive
D
irec
tors
The process for reinstatem
ent
of a
director shall
be sim
ilar to
the process for
To be
reinstated, a
director m
ust possess
all the qualifications
and
SEC Form – I-ACG
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nomination
and
election of
directors.
none of the disqualifications
for a
director provided herein.
No
n-E
xe
cu
tive
Dire
cto
rs
The process for reinstatem
ent
of a
director shall
be sim
ilar to
the process for nom
ination and
election
of directors.
To be
reinstated, a
director m
ust possess
all the qualifications
and none of the disqualifications
for a
director provided herein.
Ind
ep
en
de
nt
Dire
cto
rs
The process for reinstatem
ent
of a
director shall
be sim
ilar to
the process for nom
ination and
election
of directors.
To be
reinstated, a
director m
ust possess
all the qualifications
and none of the disqualifications
for a
director provided herein.
SEC Form – I-ACG
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G
. SU
SP
EN
SIO
N
Exe
cu
tive
D
irec
tors /
No
n-
Exe
cu
tive
D
irec
tors/
Ind
ep
en
de
nt
Dire
cto
rs
The Com
pany removes a
director either
permanently
or tem
porarily.
2. Board nom
ination and election policy is
disclosed in the company’s M
anual on C
orporate Governance.
CO
MP
LIAN
T The
May
30, 2017
Re
vise
d
Co
de
o
f C
orp
ora
te G
ov
ern
an
ce of D
oubleDragon
Properties Corp., provides that:
N
om
ina
tion
an
d S
uc
ce
ssion
“The Board should have and disclose in its
Code a form
al and transparent board nom
ination and election policy that should
include how it accepts nom
inations from
minority
shareholders and
review
s nom
inated candidates. The policy should
also include
an assessm
ent of
the effectiveness of the Board’s processes and procedures in the nom
ination, election, or replacem
ent of a director. In addition, its process
of identifying
the quality
of directors
should be
aligned w
ith the
strategic direction of the com
pany. For Executive and
Non-executive D
irectors:
The election of all Directors is held during
each regular stockholders’ meeting, unless
a vacancy occurred which shall be filled in
imm
ediately during a meeting called for
the purpose and the person so elected shall serve only the unexpired portion of his
3. Board nom
ination and election policy
includes how the com
pany accepted nom
inations from m
inority shareholders.
CO
MP
LIAN
T
4. Board nom
ination and election policy
includes how the board shortlists
candidates.
CO
MP
LIAN
T
5. Board nom
ination and election policy
includes an assessment of the
effectiveness of the Board’s processes in the nom
ination, election or replacement
of a director.
CO
MP
LIAN
T
6. Board has a process for identifying the quality of directors that is aligned w
ith the stra
tegic direction of the company.
CO
MP
LIAN
T
SEC Form – I-ACG
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predecessor in office.
For Independent Directors:
1.
The nom
ination of
the independent
director shall
be conducted
by the
Nom
ination C
omm
ittee prior
to a
stockholders’ m
eeting.
All recom
mendations shall be signed by the
nominating stockholders together w
ith the acceptance and
conformity by the w
ould-
be nominees.
2. After the nom
ination, the Nom
ination C
omm
ittee shall
prepare a
final list of
candidates
which
shall contain
all the
information about all the nom
inees for the independent directors. The list shall be m
ade available to the SEC and
to all the stockholders
through the
filing and
distribution of the Information Statem
ent or Proxy Statem
ent, or in such other reports the C
orporation is required to submit to the
Com
mission.
3. Only nom
inees whose nam
es appear on the Final List of C
andidates shall be eligible for election as an Independent D
irector. N
o other nomination shall be entertained
after the Final List of Candidates shall have
been prepared. No further nom
ination shall be entertained or allow
ed on the floor during the actual stockholders’ m
eeting.
4. The
specific slot
for independent
directors shall
not be
filled-up
by unqualified nom
inees.
SEC Form – I-ACG
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5. In case of failure of election for the independent director, the C
hairman of the
meeting
shall call
a separate
election during the sam
e meeting to fill up the
vacancy.”
Op
tion
al: R
ec
om
me
nd
atio
n to
2.6
1. C
ompany uses professional search firm
s or other external sources of candidates (such a
s director databases set up by director or shareholder bodies) w
hen searching for cand
idates to the board of directors.
Identify the professional search firm
used or other external sources of cand
idates
Re
co
mm
en
da
tion
2.7
1. Board has overall responsibility in ensuring that there is a group
-wide policy and
system
governing related party transactions (RPTs) and
other unusual or infrequently occurring transactions.
CO
MP
LIAN
T Provide inform
ation on or reference to a docum
ent containing the com
pany’s policy on related party transaction, including policy on review
and approval of significant
RPTs Identify transactions tha
t were
approved pursuant to the policy.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that: The Board m
ay also organize a Related Party Transaction (RPT) C
omm
ittee, which
should be
tasked w
ith review
ing all
material related party transaction of the
company and
should be composed of at
least three non-executive directors, two of
whom
should be independent, including the C
hairman.
The com
pany has
a policy
regarding Related
Party Transactions
through the
Conflict of Interest Policy:
http://ww
w.doubledragon.com
.ph/ir/com
panys-policies
2. RPT policy includes appropriate review
a
nd approval of m
aterial RPTs, which
guarantee fairness and transparency of
the transactions.
CO
MP
LIAN
T
3. RPT policy encom
passes all entities within
the group, taking into account their size, structure, risk profile and
complexity of
operations.
CO
MP
LIAN
T
Su
pp
lem
en
t to R
ec
om
me
nd
atio
ns 2
.7
SEC Form – I-ACG
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1. Board clearly defines the threshold for disclosure and approval of RPTs and
categorizes such transactions according to those that are consid
ered de minim
is or transactions that need not be reported or a
nnounced, those that need to be disclosed, and
those that need prior shareholder approval. The aggregate am
ount of RPTs within any tw
elve (12) m
onth period should be considered for purposes of applying the thresholds for disclosure and approval.
CO
MP
LIAN
T Provide inform
ation on a materiality
threshold for RPT disclosure and approval, if any. Provide inform
ation on RPT categories
Under Paragraph
4 of
the com
pany’s C
on
flict o
f Inte
rest P
olic
y, A director w
ho is related w
ith one of the Com
pany’s supplier or client, or the ow
ner or representative of the supplier, client, or any person or entity w
ho has
business dealings
with
the C
ompany, w
ithin the 4th civil degree of
consanguinity or affinity, should disclose such relationship w
ith the Board.
The requisites for approval are: (a) the present
of the
Director
in the
Board m
eeting in
which
the transaction
or contract w
as approved was not necessary
to constitute a quorum for such m
eeting; (b) That the vote of said D
irector was not
necessary for
the approval
of the
transaction or contract; and (c) tha
t the transaction
or contract
is fair
and reasonable under the circum
stances. 2.
Board establishes a voting system w
hereby a
majority of non-related party
shareholders approve specific types of related party transactions during shareholders’ m
eetings.
CO
MP
LIAN
T Provide inform
ation on voting system,
if any. Under paragraph 4.4 of the com
pany’s C
on
flict o
f Inte
rest P
olic
y, the transaction or contract m
ay be ratified by the vote of the shareholders representing at least tw
o-thirds (2/3) of the outstand
ing capital stock in a m
eeting called for the purpose, provided that full disclosure of the adverse interest of the D
irectors/s is made at such
meeting.
SEC Form – I-ACG
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Re
co
mm
en
da
tion
2.8
1. Board is prim
arily responsible for approving the selection of M
anagement led by the
Chief Executive O
fficer (CEO
) and the
heads of the other control functions (Chief
Risk Officer, C
hief Com
pliance Officer and
C
hief Audit Executive).
CO
MP
LIAN
T Provide inform
ation on or reference to a docum
ent containing the Board’s policy and
responsibility for approving the selection of m
anagement.
Identity the Managem
ent team
appointed
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of Double D
ragon Properties C
orp., provides that:
“The Board
should be
responsible for
ensuring and
adopting
an effective
succession planning program for directors,
key officers and m
anagement to ensure
growth and a continued increase in the
shareholders’ value. This
should include
adopting a policy on the retirement age
for directors and key officers as part of
managem
ent succession and to prom
ote dynam
ism in the corporation.”
The Managem
ent Team is com
posed of: http://w
ww
.doubledragon.com.ph/page
/managem
ent-team
2. Board is prim
arily responsible for assessing the perform
ance of Managem
ent led by the C
hief Executive Officer (C
EO) and
the heads of the other control functions (C
hief Risk O
fficer, Chief C
ompliance O
fficer and
Chief A
udit Executive).
CO
MP
LIAN
T Provide inform
ation on or reference to a docum
ent containing the Board’s policy and
responsibility for assessing the perform
ance of m
anagement.
Provide information on the
assessment process and
indicate frequency of assessm
ent of perform
ance.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that:
“The Board
should be
responsible for
ensuring and
adopting
an effective
succession planning program for directors,
key officers and m
anagement to ensure
growth and a continued increase in the
shareholders’ value. This
should include
adopting a policy on the retirement age
for directors and key officers as part of
managem
ent succession and to prom
ote dynam
ism in the corporation”
SEC Form – I-ACG
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Re
co
mm
en
da
tion
2.9
1. Board establishes an effective perform
ance managem
ent framew
ork that ensures that M
anagement’s
performance is at par w
ith the standards
set by the Board and Senior M
anagement.
CO
MP
LIAN
T Provide inform
ation on or link/reference to a docum
ent containing the Board’s perform
ance m
anagement fram
ework for
managem
ent and personnel.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that: “The
Board should
formulate
the corporation’s
vision, m
ission, stra
tegic objectives, policies and
procedures that shall
guide its
activities, including
the m
eans to
effectively m
onitor M
anagement’s perform
ance. A
nd that they:
“Provide sound
strategic policies
and guidelines to the corporation on m
ajor capital expenditures. Establish program
s that can sustain its long-term
viability and strength. Periodically evaluate and
monitor
the implem
entation of such policies and
strategies,
including the
business plans,
operating budgets
and
Managem
ent’s overall perform
ance.”
2. Board establishes an effective perform
ance managem
ent framew
ork that ensures that personnel’s perform
ance is at par w
ith the standards set by the
Board and Senior M
anagement.
CO
MP
LIAN
T
Re
co
mm
en
da
tion
2.1
0
1.
Board oversees that an appropriate internal control system
is in place.
CO
MP
LIAN
T Provide inform
ation on or link/reference to a docum
ent show
ing the Board’s responsibility for overseeing that an appropriate internal control system
is in place and w
hat is included in the internal control system
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that: “The
control
environm
ent of
the corp
oration consists of (a
) the Board
w
hich ensures that the corp
oration is
pro
perly a
nd effectively m
ana
ged
and
sup
ervised;
(b)
a
Ma
nag
ement
that
actively
ma
nag
es and
op
erates
the corp
oration in a
sound
and
prud
ent
2. The internal control system
includes a m
echanism for m
onitoring and m
anaging potential conflict of interest of the M
anagement, m
embers and
shareholders.
CO
MP
LIAN
T
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 56 of 154
ma
nner; (c)
the orga
nizationa
l a
nd
pro
cedura
l contro
ls sup
ported
b
y effective
ma
nag
ement
informa
tion
and
risk
ma
nag
ement
reporting
system
s; and
(d) a
n indep
endent a
udit
mecha
nism to m
onitor the ad
equa
cy a
nd effectiveness of the corp
oration’s
governance,
opera
tions, a
nd
informa
tion system
s, includ
ing the
reliab
ility and
integrity of fina
ncial a
nd
opera
tional
informa
tion, the
effectiveness a
nd
efficiency o
f op
erations, the sa
feguard
ing of assets,
and
co
mp
liance
with
law
s, rules,
regula
tions and
contracts.
(i) The
minim
um
internal
control
mecha
nisms for the p
erforma
nce of the
Board
’s oversight
responsib
ility m
ay
include:
a.
Definition
of the
duties
and
resp
onsibilities of the President and
CEO
w
ho is
ultima
tely a
ccountab
le for
the corp
oration’s
orga
nizationa
l a
nd op
erationa
l controls;
b. Selection
of the
person
who
p
ossesses the
ab
ility, integrity
and
expertise essentia
l for the
position o
f President and CEO
; c.
Evalua
tion of
pro
pose
d
senior m
ana
gement a
pp
ointments;
d. Selection
and
ap
pointm
ent of
qua
lified
and
co
mp
etent
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 57 of 154
ma
nagem
ent officers; and
e.
Review
of the
corpora
tion’s hum
an reso
urce po
licies, conflict of
interest situa
tions, co
mp
ensation
pro
gram
for
emp
loyees,
and
ma
nag
ement
succession pla
n. (ii) The sco
pe a
nd p
articula
rs of the system
s of effective organiza
tional a
nd
opera
tional contro
ls ma
y differ a
mong
corp
orations
dep
ending
on,
am
ong
others, the following fa
ctors: nature a
nd
com
plexity
of the
business
and
the
b
usiness culture;
volum
e, size
and
co
mp
lexity of transa
ctions; deg
ree of risks involved
; deg
ree of centraliza
tion a
nd d
elega
tion of authority; extent a
nd
effectiveness of
informa
tion technolo
gy; a
nd extent of
regulatory com
pliance.”
3. Board approves the Internal A
udit Charter.
CO
MP
LIAN
T Provide reference or link to the com
pany’s Internal Audit C
harter
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that: “D
D
ma
y esta
blish
an
internal
aud
it system
that ca
n reaso
nab
ly assure the
Board
, Ma
nag
ement a
nd sto
ckholders
that
its key
organiza
tional
and
op
erationa
l contro
ls a
re fa
ithfully co
mp
lied w
ith. The Boa
rd m
ay a
pp
oint a
n Internal A
uditor to
p
erform the a
udit
function, and
ma
y req
uire him to re
port
to a level in the org
aniza
tion that a
llows
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 58 of 154
the interna
l a
udit
activity
to fulfill
its m
and
ate. The Interna
l Aud
itor shall b
e guid
ed b
y the Interna
tional Sta
nda
rds
on Pro
fessional
Practice
of
Internal
Aud
iting.” R
ec
om
me
nd
atio
n 2
.11
1.
Board oversees that the company has in
place a sound enterprise risk managem
ent (ERM
) framew
ork to effectively identify, m
onitor, assess and m
anage key business risks.
CO
MP
LIAN
T Provide inform
ation on or link/reference to a docum
ent show
ing the Board’s oversight responsibility on the establishm
ent of a sound enterprise risk m
anagement
framew
ork and how
the board was
guided by the framew
ork. Provide proof of effectiveness of risk m
anagement stra
tegies, if any.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that:
“XII. Strengthening the Internal Control
Sy
stem
an
d E
nte
rprise
Risk
Ma
na
ge
me
nt
Fram
ew
ork
C. E
nte
rprise
Ma
na
ge
me
nt S
yste
m
DD
shall
establish a
separate, efficient
enterprise risk managem
ent function to identify,
assess and
m
onitor key
risk exposures. The risk m
anagement function
involves the follow
ing activities,
among
others:
a. D
efining a
risk m
anagement
strategy;
b. Identifying and
analyzing key risk exposures
relating to
economic,
environmental,
social and
governance (EESG) factors and
the achievem
ent of the organization’s stra
tegic objectives; c.
Evaluating and categorizing each
identified risk using the Com
pany’s predefined
risk categories
and param
eters;
2. The risk m
anagement fram
ework guides
the board in identifying units/business lines a
nd enterprise-level risk exposures, as w
ell a
s the effectiveness of risk managem
ent stra
tegies.
CO
MP
LIAN
T
SEC Form – I-ACG
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ec2017 Page 59 of 154
d. Establishing
a risk
register w
ith clearly
defined, prioritized
and resid
ual risks; e.
Developing a risk m
itigation plan for the
most
important
risks to
the C
ompany, as defined by the risk
managem
ent strategy;
f. C
omm
unicating and
reporting
significant risk exposures including
business risks
(i.e., stra
tegic, com
pliance, operational, financial and
reputational
risks), control
issues and risk mitigation plan to the
Board Risk
Oversight
Com
mittee;
and
g. M
onitoring and
evaluating
the effectiveness of the organization’s risk m
anagement process.
Re
co
mm
en
da
tion
2.1
2
1.
Board has a Board Charter that form
alizes a
nd clearly states its roles, responsibilities
and
accountabilities in carrying out its fiduciary role.
CO
MP
LIAN
T Provide link to the com
pany’s w
ebsite where the Board C
harter is disclosed.
http://ww
w.doubledragon.com
.ph/articles/corporate-governance
and
http://ww
w.doubledragon.com
.ph/prospectus#
2. Board C
harter serves as a guide to the directors in the perform
ance of their functions.
CO
MP
LIAN
T
3. Board C
harter is publicly available and
posted on the company’s w
ebsite.
CO
MP
LIAN
T
Ad
ditio
na
l Re
co
mm
en
da
tion
to P
rinc
iple
2
1. Board has a clear insider trading policy.
CO
MP
LIAN
T Provide inform
ation on or link/reference to a docum
ent show
ing company’s insider trading
policy.
http://ww
w.doubledragon.com
.ph/files/reports/Policy_on_Insid
er_Trading.pdf
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 60 of 154
O
ptio
na
l: Prin
cip
le 2
1.
Com
pany has a policy on granting loans to directors, either forbidding the practice or ensuring that the transaction is conducted at arm
’s length basis and at
market rates.
Provide inform
ation on or link/reference to a docum
ent show
ing company’s policy on
granting loans to directors, if any.
2.
Com
pany discloses the types of decision requiring board of directors’ approval.
Indicate the types of decision requiring board of directors’ approval and
where there are
disclosed.
Prin
cip
le 3
: Board comm
ittees should be set up to the extent possible to support the effective performance of the Board’s functions, particularly w
ith respect to audit, risk m
anagement, related party transactions, and
other key corporate governance concerns, such as nomination and
rem
uneration. The composition, functions and
responsibilities of all comm
ittees established should be contained in a publicly available Com
mittee
Cha
rter. R
ec
om
me
nd
atio
n 3
.1
1. Board establishes board com
mittees that
focus on specific board functions to aid in the optim
al performance of its roles and
responsibilities.
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on all the board com
mittees established by the
company.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that: “ III. Establishing Board C
omm
ittees The
Board shall
constitute the
proper com
mittees to assist it in good corporate
governance.
i. The Executive C
omm
ittee; ii.
The Audit C
omm
ittee; iii.
Nom
ination Com
mittee;
iv. Com
pensation and Personnel
Com
mittee;
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 61 of 154
The Board may also organize the follow
ing:
v. C
orporate Governance
Com
mittee;
vi. Board Risk Oversight C
omm
ittee; vii. Related Party Transaction
Com
mittee.
Re
co
mm
en
da
tion
3.2
1.
Board establishes an Audit C
omm
ittee to enhance its oversight capability over the com
pany’s financial reporting, internal control system
, internal and external audit
processes, and com
pliance with
applicable law
s and regulations.
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on the Audit C
omm
ittee, including its functions. Indicate if it is the A
udit Com
mittee’s
responsibility to recomm
end the appointm
ent and rem
oval of the com
pany’s external auditor.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that: “The A
udit C
om
mittee sha
ll consist of at
least
three (3)
dire
ctors, w
ho
shall
prefera
bly
have
accounting
a
nd
finance b
ackgro
unds,
one of
whom
sha
ll be a
n indep
endent d
irector and
a
nother w
ith a
udit
experience.
The
chair of the A
udit C
om
mittee should
be
an
indep
endent
director.
The co
mm
ittee sha
ll ha
ve the
follow
ing
functions: a. Recom
mends the approval the Internal
Audit C
harter (IA C
harter), which form
ally defines the role of Internal A
udit and the
audit plan
as w
ell as
oversees the
implem
entation of the IA C
harter;
b. Through
the Internal
Audit
(IA)
Departm
ent, monitors and evaluates the
adequacy and
effectiveness of
the corporation’s
internal control
system,
integrity of financial reporting, and security
of physical and inform
ation assets. Well-
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 62 of 154
designed internal control procedures and processes that w
ill provide a system of
checks and balances should be in place in
order to
(a) safeguard
the com
pany’s resources
and
ensure their
effective utilization, (b) prevent occurrence of fraud and
other
irregularities, (c)
protect the
accuracy and reliability of the com
pany’s financial data, and
(d) ensure com
pliance w
ith applicable laws and
regulations; c. O
versees the Internal Audit D
epartment,
and recom
mends
the appointm
ent and
/or grounds for approval of an internal audit head or C
hief Audit Executive (C
AE).
The Audit C
omm
ittee should also approve the term
s and conditions for outsourcing internal audit services; d. Establishes and identifies the reporting line of the Internal A
uditor to enable him to
properly fulfill his duties and responsibilities.
For this purpose, he should directly report to the A
udit Com
mittee;
e. Reviews and
monitors M
anagement’s
responsiveness to
the Internal
Auditor’s
findings and recom
mendations;
f. Prior to the comm
encement of the audit,
discusses w
ith the
External A
uditor the
nature, scope and expenses of the audit,
and ensures the proper coordination if
more than one audit firm
is involved in the activity to secure p
roper coverage and m
inimize duplication of efforts;
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 63 of 154
g. Evaluates and
determines the non-audit
work, if any, of the External A
uditor, and
periodically review
s the
non-audit fees
paid to the External Auditor in relation to
the total fees paid to him and to
the corporation’s
overall consultancy
expenses. The comm
ittee should disallow
any non-audit work that w
ill conflict with his
duties as an External Auditor or m
ay pose a threat to his independence. The non-audit w
ork, if allowed, should be disclosed in the
corporation’s Annual Report and
Annual
Corporate G
overnance Report;
h. Reviews and approves the Interim
and A
nnual Financial Statements before their
submission to the Board, w
ith particular focus on the follow
ing matters:
• Any change/s in accounting policies
and practices
• Areas w
here a significant amount of
judgment has been exercised
• Significant adjustments resulting from
the audit • G
oing concern assumptions
• Com
pliance with accounting stand
ards •
Com
pliance w
ith tax,
legal and
regulatory requirements
i.
Reviews
the disposition
of the
recomm
endations in the External Auditor’s
managem
ent letter; j.
Performs
oversight functions
over the
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 64 of 154
corporation’s Internal
and External
Auditors. It ensures the independence of
Internal and External A
uditors, and that
both auditors
are given
unrestricted access
to all
records, properties
and
personnel to enable them to perform
their respective audit functions; k.
Coordinates,
monitors
and
facilitates com
pliance w
ith law
s, rules
and regulations;
l.
Recomm
ends to
the Board
the appointm
ent, reappointm
ent, rem
oval and
fees
of the
External A
uditor, duly
accredited by
the C
omm
ission, w
ho undertakes an independent audit of the corporation, and
provides an objective assurance on the m
anner by which the
financial statements should be prepared
and presented to the stockholders.”
The
Audit
Com
mittee
meets
with
the Board w
ithout the presence of the CEO
and
periodically meets w
ith the head of the internal audit.
2. A
udit Com
mittee is com
posed of at least three appropriately qualified non-executive directors, the m
ajority of whom
, including the C
hairman is independent.
NO
N-
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on the mem
bers of the A
udit Com
mittee, including their
qualifications and type of
directorship.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that: “The A
udit C
om
mittee sha
ll consist of at
least
three (3)
dire
ctors, w
ho
shall
prefera
bly ha
ve accounting
and
finance
b
ackgro
unds, one of w
hom
shall b
e an
indep
endent d
irector and
another w
ith a
udit exp
erience. The chair of the A
udit
3. A
ll the mem
bers of the comm
ittee have relevant background, know
ledge, skills, a
nd/or experience in the areas of
accounting, auditing and finance.
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on the background, know
ledge, skills, and/or experience
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 65 of 154
of the mem
bers of the Audit
Com
mittee.
Com
mittee should
be a
n indep
endent
dire
ctor. The m
embers of the A
udit Com
mittee are:
1. Mr. G
ary P. Cheng (C
hairman);
2. Mr. Ferdinand
J. Sia (Mem
ber); and
3. Ms. Rizza M
arie Joy J. Sia (Mem
ber). G
ary
P.
Ch
en
g is an investment banking
professional w
ith over
20 years
of corporate finance and
capital markets
experience. He is currently the Managing
Director and
co-founder of Fortman C
line C
apital Markets Lim
ited since 2007. Dr.
Cheng served as the form
er President/CEO
of
Am
algamated
Investment
Bancorporation from 2003 and
2008 and
former
Vice
President of
Investment
Banking at J.P. Morgan from
1993 to 2001. D
r. C
heng obtained
his doctorate
in Philosophy
from
University of
Leeds, England
in 1991. Fe
rdin
an
d J. S
ia – is the Presid
ent and C
hief O
perating Officer of Injap Investm
ents Inc. He also served as D
irector of Mang Inasal
Philippines, Inc.
from
2006-2016. He
graduated from
the
University of
the Philippines
Visayas
with
a degree
in Bachelor of A
rts in Political Science and took up law
in Arellano University School of
Law.
Rizza
Ma
rie Jo
y J. S
ia – is the Treasurer and
C
hief Finance Officer of Injap Investm
ents
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 66 of 154
Inc. She serves as the Treasurer of People’s Hotel C
orp. and as a D
irector of Hotel of A
sia, Inc. She graduated from
University of the Philippines V
isayas with a degree in
Bachelor of Science in Accountancy and
is a C
ertified Public Accountant.
4. The C
hairman of the A
udit Com
mittee is
not the Chairm
an of the Board or of any other com
mittee.
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on the Chairm
an of the A
udit Com
mittee
The Chairm
an of the Audit C
omm
ittee is M
r. Gary P. C
heng. http://w
ww
.doubledragon.com.ph/page
/board-of-directors Su
pp
lem
en
t to R
ec
om
me
nd
atio
n 3
.2
1.
Audit C
omm
ittee approves all non-audit services conducted by the external a
uditor.
CO
MP
LIAN
T Provide proof that the A
udit C
omm
ittee approved all non-audit services conducted by the external auditor.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that the Audit
Com
mittee:
“Evaluates and determ
ines that non-audit w
ork, if any, of the External Auditor, and
periodically
reviews
the non-audit
fees paid to the External A
uditor in relation to the total fees paid to him
and to the corporations’
overall consultancy
expenses. The comm
ittee should disallow
any non-audit work that w
ill conflict with his
duties as an External Auditor or m
ay pose a threat to his independence. The non-audit w
ork, if allowed, should be disclosed in the
corporation’s Annual Report and
Annual
Corporate G
overnance Report.” 2.
Audit C
omm
ittee conducts regular m
eetings and dialogues with the external
audit team
without anyone from
m
anagement present.
CO
MP
LIAN
T Provide proof that the A
udit C
omm
ittee conducted regular m
eetings and dialogues with the
external audit team w
ithout anyone from
managem
ent present.
There is
non-interference from
the
managem
ent w
hen it
comes
to the
meetings periodically done by the A
udit C
omm
ittee regarding the external audit team
.
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 67 of 154
Op
tion
al: R
ec
om
me
nd
atio
n 3
.2
1. A
udit Com
mittee m
eet at least four times
during the year.
Indicate the number of A
udit C
omm
ittee meetings during the year
and provide proof
2. A
udit Com
mittee approves the
appointm
ent and rem
oval of the internal a
uditor.
Provide proof that the A
udit C
omm
ittee approved the appointm
ent and rem
oval of the internal auditor.
Re
co
mm
en
da
tion
3.3
1.
Board establishes a Corporate
Governance C
omm
ittee tasked to assist the Board in the perform
ance of its corporate governance responsibilities, including the functions that w
ere formerly
assigned to a N
omination and
Rem
uneration Com
mittee.
CO
MP
LIAN
T Provide inform
ation or reference to a docum
ent containing information on
the Corporate G
overnance C
omm
ittee, including its functions Indicate if the C
omm
ittee undertook the process of identifying the quality of directors aligned w
ith the com
pany’s strategic direction, if
applicable.
The Au
gu
st 17
, 20
18
, Min
ute
s of th
e B
oa
rd
of D
irec
tors M
ee
ting
provides that:
Ap
pro
va
l to C
rea
te a
Ne
w C
om
mitte
e
“The A
nnual Integrated
Corporate
Governance Q
uestionnaire suggests the creation
of a
Corporate
Governance
Com
mittee. The C
orporate Governance
Com
mittee assists the Board in ensuring the
effectiveness and
due observance
of sound
corporate governance
principles and
aids
in fulfilling
its corporate
governance responsibilities
and its
oversight of
the C
ompany’s
corporate governance practices w
ith respect to laws,
rules and
regulations on
corporate governance issued by the SEC
, PSE and other regulatory bodies.” Please see page 74 of the A
nnual Report: http://edge.pse.com
.ph/openDiscV
iewer.
do?edge_no=7309233b52076dcaefdfc15ec263a54d#
sthash.pxk0duLd.dpbs
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 68 of 154
2.
Corporate G
overnance Com
mittee is
composed of at least three m
embers, all
of whom
should be independent directors.
NO
N-
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on the mem
bers of the C
orporate Governance C
omm
ittee, including their qualifications and
type of directorship.
The Corporate G
overnance Com
mittee is
headed by
Chief
Justice A
rtemio
V.
Panganiban while W
illiam Tan Untiong and
Rizza Marie Joy J. Sia serve as m
embers
The m
embers
of the
Corporate
Governance
Com
mittee
are not
independent directors. 3.
Chairm
an of the Corporate G
overnance C
omm
ittee is an independent director. N
ON
-C
OM
PLIA
NT
Provide information or link/reference
to a document containing
information on the C
hairman of the
Corporate G
overnance Com
mittee.
The C
hairman
of the
Corporate
Governance C
omm
ittee is Chief Justice
Artem
io Panganiban. C
hief Justice Artem
io Panganiban is an A
dvisor to the Board. O
ptio
na
l: Re
co
mm
en
da
tion
3.3
.
1. C
orporate Governance C
omm
ittee meet
at least tw
ice during the year.
Indicate the number of C
orporate G
overnance Com
mittee m
eetings held during the year and
provide proof thereof.
Re
co
mm
en
da
tion
3.4
1.
Board establishes a separate Board Risk O
versight Com
mittee (BRO
C) that should
be responsible for the oversight of a com
pany’s Enterprise Risk Managem
ent system
to ensure its functionality and
effectiveness.
NO
N-
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on the Board Risk O
versight Com
mittee (BRO
C),
including its functions
The com
pany has
yet to
establish the
Board Risk Oversight C
omm
ittee (BROC
).
2. BRO
C is com
posed of at least three m
embers, the m
ajority of whom
should be independent directors, including the C
hairman.
NO
N-
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on the mem
bers of the BRO
C, including their qualifications
and type of directorship
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 69 of 154
3. The C
hairman of the BRO
C is not the
Chairm
an of the Board or of any other com
mittee.
NO
N-
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on the Chairm
an of the BRO
C
4.
At least one m
ember of the BRO
C has
relevant thorough knowledge and
experience on risk and risk m
anagement.
NO
N-
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on the background, skills, and
/or experience of the mem
bers of the BRO
C.
R
ec
om
me
nd
atio
n 3
.5
1. Board establishes a Related Party Transactions (RPT) C
omm
ittee, which is
tasked with review
ing all material related
party transactions of the company.
NO
N-
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on the Related Party Transactions (RPT) C
omm
ittee, including its functions.
The com
pany has
yet to
establish the
Related Party
Transaction (RPT)
Com
mittee.
2. RPT C
omm
ittee is composed of at least
three non-executive directors, two of
whom
should be independent, including the C
hairman.
NO
N-
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on the mem
bers of the RPT C
omm
ittee, including their qualifications and
type of directorship.
Re
co
mm
en
da
tion
3.6
1. A
ll established comm
ittees have a C
omm
ittee Charter stating in plain term
s their respective purposes, m
emberships,
structures, operations, reporting process, resources and other relevant inform
ation.
CO
MP
LIAN
T Provide inform
ation on or link/reference to the com
pany’s com
mittee charters, containing all
the required information, particularly
the functions of the Com
mittee that
is necessary for performance
evaluation purposes.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that: (i)
The
Ex
ec
utiv
e C
om
mitte
e
The Executive C
omm
ittee shall consist of at
least (3)
mem
bers of
the Board.
Mem
bers of
the C
omm
ittee shall
be
2. C
omm
ittee Charters provide stand
ards for evaluating the perform
ance of the C
omm
ittees.
CO
MP
LIAN
T
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 70 of 154
appointed by the Board, w
ho shall also appoint a C
omm
ittee Chairperson and
Com
mittee
Secretary. In
accordance w
ith this, mem
bers of the Com
mittee m
ay be
removed
or replaced,
and
any vacancies in the C
omm
ittee shall be filled by the Board.
The
Executive C
omm
ittee’s prim
ary purpose is to function w
hen the Board is not in session. The C
omm
ittee shall have all the pow
er and authority of the Board
in the governance, managem
ent and
direction of the business and affairs of the
Com
pany except
for those
matters
expressly provided for in Section 35 of the C
orporation Code, the C
ompany’s By-
Laws and
other pertinent laws, rules or
regulations. The Executive C
omm
ittee shall have the follow
ing duties and responsibilities:
a.
Assist the Board in overseeing the
implem
entation of strategies and sustaining the C
orporation’s long-
term success and
competitiveness
in a m
anner consistent w
ith its
mission/ vision;
b. Review
of major issues facing the
organization; c.
Monitoring
of the
operating activities of each business group;
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 71 of 154
d. D
efining and
m
onitoring the
Com
pany’s perform
ance im
provement goals;
e. D
efining group-wide policies and
actions and
overseeing
their im
plementation;
f. Fostering
the sharing
of inform
ation in
all areas
of the
business group; and
g. Perform
s other
duties and
responsibilities as the Com
mittee
may deem
appropriate within the
scope of its primary functions or as
may be assigned by the Board.
(ii)
The
Au
dit C
om
mitte
e
The A
udit C
om
mittee sha
ll consist of at
least
three (3)
dire
ctors, w
ho
shall
prefera
bly
have
accounting
a
nd
finance b
ackgro
unds,
one of
whom
sha
ll be a
n indep
endent d
irector and
a
nother w
ith a
udit
experience.
The
chair of the A
udit C
om
mittee should
be
an
indep
endent
director.
The co
mm
ittee sha
ll ha
ve the
follow
ing
functions: a. Recom
mends the approval the Internal
Audit C
harter (IA C
harter), which form
ally defines the role of Internal A
udit and the
audit plan
as w
ell as
oversees the
implem
entation of the IA C
harter;
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 72 of 154
b. Through
the Internal
Audit
(IA)
Departm
ent, monitors and evaluates the
adequacy and
effectiveness of
the corporation’s
internal control
system,
integrity of financial reporting, and security
of physical and inform
ation assets. Well-
designed internal control procedures and processes that w
ill provide a system of
checks and balances should be in place in
order to
(a) safeguard
the com
pany’s resources
and
ensure their
effective utilization, (b) prevent occurrence of fraud and
other
irregularities, (c)
protect the
accuracy and reliability of the com
pany’s financial data
, and (d
) ensure compliance
with applicable law
s and regulations;
c. Oversees the Internal A
udit Departm
ent, and
recom
mends
the appointm
ent and
/or grounds for approval of an internal audit head or C
hief Audit Executive (C
AE).
The Audit C
omm
ittee should also approve the term
s and conditions for outsourcing internal audit services; d. Establishes and identifies the reporting line of the Internal A
uditor to enable him to
properly fulfill his duties and responsibilities.
For this purpose, he should directly report to the A
udit Com
mittee;
e. Reviews and
monitors M
anagement’s
responsiveness to
the Internal
Auditor’s
findings and recom
mendations;
f. Prior to the comm
encement of the audit,
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 73 of 154
discusses w
ith the
External A
uditor the
nature, scope and expenses of the audit,
and ensures the proper coordination if
more than one audit firm
is involved in the activity to secure proper coverage and m
inimize duplication of efforts;
g. Evaluates and determ
ines the non-audit w
ork, if any, of the External Auditor, and
period
ically review
s the
non-audit fees
paid to the External Auditor in relation to
the total fees paid to him and to the
corporation’s overall
consultancy expenses. The com
mittee should disallow
any non-audit w
ork that will conflict w
ith his duties as an External A
uditor or may pose a
threat to his independence. The non-audit w
ork, if allowed, should be disclosed in the
corporation’s Annual Report and
Annual
Corporate G
overnance Report;
h. Reviews and approves the Interim
and A
nnual Financial Statements before their
submission to the Board, w
ith particular focus on the follow
ing matters:
1.
Any
change/s in
accounting policies and
practices 2.
Areas w
here a significant amount of
judgment has been exercised
3. Significant
adjustments
resulting from
the audit 4.
Going concern assum
ptions 5.
Com
pliance w
ith accounting
standards
6. C
ompliance
with
tax, legal
and
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 74 of 154
regulatory requirements
i. Review
s the
disposition of
the recom
mendations in the External A
uditor’s m
anagement letter;
j. Perform
s oversight
functions over
the corporation’s
Internal and
External A
uditors. It ensures the independence of Internal and
External Auditors, and
that both
auditors are
given unrestricted
access to
all records,
properties and
personnel to enable them
to perform their
respective audit functions; k.
Coordinates,
monitors
and
facilitates com
pliance w
ith law
s, rules
and regulations;
l.
Recomm
ends to
the Board
the appointm
ent, reappointm
ent, rem
oval and
fees
of the
External A
uditor, duly
accredited by
the C
omm
ission, w
ho undertakes an independent audit of the corporation, and
provides an objective assurance on the m
anner by which the
financial statements should be prepared
and presented to the stockholders.
The Audit C
omm
ittee meets w
ith the Board w
ithout the presence of the CEO
and periodically m
eets with the head of the
internal audit.
SEC Form – I-ACG
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ec2017 Page 75 of 154
(iii) N
om
ina
tion
Co
mm
ittee
The No
mina
tion Co
mm
ittee shall consist
of at lea
st three (3) directors, w
ho sha
ll p
referab
ly have a
ccounting a
nd fina
nce
ba
ckground
s, one of who
m sha
ll be a
n ind
epend
ent director a
nd a
nother with
aud
it exp
erience. The
chair
of
the
No
mina
tion C
om
mittee should
b
e a
n executive d
irector.
(iv)
Co
mp
en
satio
n a
nd
Pe
rson
ne
l C
om
mitte
e
The
Co
mp
ensation
and
Personnel
Com
mittee sha
ll consist of at lea
st three
(3) directors, one of w
hom
shall b
e an
indep
endent d
irector.
(v)
The
Bo
ard
ma
y a
lso o
rga
niz
e th
e
follo
win
g c
om
mitte
es:
a) A
C
orporate G
overnance C
omm
ittee that should be tasked to assist the
Board in
the perform
ance of
its corporate
governance responsibilities,
including the functions that were form
erly assigned
to a
Nom
ination and
Remuneration
Com
mittee.
It should
be com
posed of at least three mem
bers, all of w
hom should be independent directors,
including the Chairm
an.
b) A
separate
Board Risk
Oversight
Com
mittee
(BROC
) tha
t should
be responsible
for the
oversight of
a
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 76 of 154
company’s Enterprise Risk M
anagement
system
to ensure
its functionality
and
effectiveness. The
BROC
should
be com
posed of at least three mem
bers, the m
ajority of whom
should be independent directors,
including the
Chairm
an. The
Chairm
an should not be the Chairm
an of the Board or of any other com
mittee. A
t least one m
ember of the com
mittee m
ust have relevant thorough know
ledge and experience on risk and risk m
anagement.
c) A
Related Party Transaction (RPT) C
omm
ittee, which should be tasked w
ith review
ing all
material
related party
transactions of the company and
should be
composed
of at
least three
non-executive directors, tw
o of whom
should be independent, including the C
hairman.
3. C
omm
ittee Charters w
ere fully disclosed on the com
pany’s website.
CO
MP
LIAN
T Provide link to com
pany’s website
where the C
omm
ittee Cha
rters are disclosed.
http://ww
w.doubledragon.com
.ph/article/board-com
mittees
Prin
cip
le 4
: To show full com
mitm
ent to the company, the directors should devote the tim
e and attention necessary to properly and
effectively perform
their duties and responsibilities, including sufficient time to be fam
iliar with the corporation’s business.
Re
co
mm
en
da
tion
4.1
1.
The Directors attend and
actively participate in all m
eetings of the Board, C
omm
ittees and shareholders in person or
through tele-/videoconferencing conducted in accordance w
ith the rules a
nd regulations of the C
omm
ission.
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on the process and procedure for tele/videoconferencing board and
/or comm
ittee meetings.
Provide information or link/reference
to a document containing
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that: “To show
full comm
itment to the com
pany, the directors should devote the tim
e and attention
necessary to
properly and
effectively perform
their
duties and
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 77 of 154
information on the attendance and
participation of directors to Board
, C
omm
ittee and shareholders’
meetings.
responsibilities, including sufficient time to
be familiar w
ith the corporation’s business. The directors should attend and
actively participate in all m
eetings of the Board C
omm
ittees, and Shareholders, in person
or through
tele-/-videoconferencing, conducted in accordance w
ith the rules and
regulations of the Com
mission, except
when justifiable causes, such as, illness,
death in the imm
ediate family and serious
accidents, prevent them from
doing so. In Board
and
Com
mittee
meetings,
the director should review
meeting m
aterials and
if
called for,
ask the
necessary questions
or seek
clarifications and
explanations.”
2. The directors review
meeting m
aterials for all Board and
Com
mittee m
eetings. C
OM
PLIA
NT
3. The directors ask the necessary questions or seek clarifications and
explanations during the Board and
Com
mittee
meetings.
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on any questions raised or clarification/explanation sought by the directors
The mem
bers of the Board are permitted to
raise questions on items presented before
them.
There are
no im
pediments
that prevent them
from doing so.
Re
co
mm
en
da
tion
4.2
1.
Non-executive directors concurrently serve
in a maxim
um of five publicly-listed
com
panies to ensure that they have sufficient tim
e to fully prepare for minutes,
challenge Managem
ent’s proposals/view
s, and oversee the long
-term
strategy of the company.
CO
MP
LIAN
T D
isclose if the company has a policy
setting the limit of board seats that a
non-executive director can hold sim
ultaneously. Provide inform
ation or reference to a docum
ent containing information on
the directorships of the company’s
directors in both listed and non-listed
companies
Gu
ide
line
s: The guiding principle shall be that the m
aximum
num
ber of
directorship or
officership for a particular director shall be lim
ited by his ability to perform his duties
diligently. http://w
ww
.doubledragon.com.ph/page
/board-of-directors
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 78 of 154
Re
co
mm
en
da
tion
4.3
1. The directors notify the com
pany’s board before accepting a directorship in another com
pany.
NO
N -
CO
MP
LIAN
T Provide copy of w
ritten notification to the board or m
inutes of board m
eeting wherein the m
atter was
discussed.
The company has yet to form
a policy requiring directors to notify the com
pany’s Board before accepting a directorship in another com
pany.
Op
tion
al: P
rinc
iple
4
1. C
ompany does not have any executive
directors who serve in m
ore than two
boards of listed companies outsid
e of the group.
2. C
ompany schedules board of directors’
meetings before the start of the financial
year.
3. Board of directors m
eet at least six times
during the year.
Indicate the number of board
meetings during the year and
provide proof
4. C
ompany requires as m
inimum
quorum of
at least 2/3 for board decisions.
CO
MP
LIAN
T Indicate the required m
inimum
quorum
for board decisions
50 percent (50%) plus 1 is the quorum
of the m
ajority of
those present
plus one
independent director
and one
director from
Injap Investments Inc. and
one from
Honeystar Holdings Corporation.
Prin
cip
le 5
: The board should endeavor to exercise an objective and independent judgm
ent on all corporate affairs R
ec
om
me
nd
atio
n 5
.1
1.
The Board has at least 3 independent directors or such num
ber as to constitute one-third of the board, w
hichever is higher.
NO
N -
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on the number of
independent directors in the board
The Board has two (2) independent
directors.
Re
co
mm
en
da
tion
5.2
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 79 of 154
1. The independent directors possess all the qualifications and
none of the disqualifications to hold the positions.
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on the qualifications of the independent directors.
DoubleD
ragon Properties Corp. has tw
o (2) independent directors, nam
ely: 1.
Ga
ry
P.
Ch
en
g
– is
an investm
ent banking professional w
ith over 20 years of corporate finance and
capital markets
experience. He is currently the Managing
Director and
co-founder of Fortman C
line C
apital Markets Lim
ited since 2007. Dr.
Cheng served as the form
er President/CEO
of
Am
algamated
Investment
Bancorporation from 2003 and
2008 and
former
Vice
President of
Investment
Banking at J.P. Morgan from
1993 to 2001. D
r. C
heng obtained
his doctorate
in Philosophy
from
University of
Leeds, England
in 1991. 2.
Vic
en
te
S.
Pe
rez,
Jr. – served as the Secretary of the D
epartment of Energy
from 2001 to 2005 and
Managing D
irector of the Board of Investm
ents in 2001. He is also
the current
Chairm
an of
WW
F Philippines
and a
mem
ber of
WW
F –
International. M
r. Perez
has a
Master’s
Degree
in Business
Adm
inistration –
International Finance from the W
harton School University of Pennsylvania and
a Bachelor’s D
egree in Business Economics
from the University of the Philippines.
Su
pp
lem
en
t to R
ec
om
me
nd
atio
n 5
.2
1. C
ompany has no shareholder agreem
ents, by-law
s provisions, or other arrangements
that constrain the directors’ ability to vote independently.
NO
N-
CO
MP
LIAN
T Provide link/reference to a docum
ent containing information
that directors are not constrained to vote independently.
There is
a shareholders
agreement
between
Injap Investm
ents Inc.
and Honeystar Holdings C
orporation in June 2012.
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 80 of 154
Re
co
mm
en
da
tion
5.3
1.
The independent directors serve for a cum
ulative term of nine years (reckoned
from 2012).
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent showing the years ID
s have served as such.
The Independent Directors are:
a) Mr. G
ary P. Cheng w
ho served as such for six (6) years; and
(b) M
r. Vicente S. Perez, Jr. who served as
such for six (6) years.
2. The com
pany bars an independent director from
serving in such capacity after the term
limit of nine years.
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on the compa
ny’s policy on term
limits for its independent
director
The current set of independent directors served for six (6) years.
3. In the instance that the com
pany retains a
n independent director in the same
capacity after nine years, the board provides m
eritorious justification and seeks shareholders’ approval during the a
nnual shareholders’ m
eeting.
CO
MP
LIAN
T Provide reference to the m
eritorious justification and
proof of shareholders’ approval during the annual shareholders’ m
eeting.
No independent director has served for
more than nine (9) years.
Re
co
mm
en
da
tion
5.4
1.
The positions of Chairm
an of the Board a
nd C
hief Executive Officer are held by
separate individuals.
NO
N -
CO
MP
LIAN
T Identify the com
pany’s Chairm
an of the Board and
Chief Executive
Officer
DoubleD
ragon Properties
Corp.’s
Chairm
an of
the Board
and
Chief
Executive Officer is Edgar J. Sia II.
2. The C
hairman of the Board and
Chief
Executive Officer have clearly defined
responsibilities.
NO
N -
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on the roles and
responsibilities of the Chairm
an of the Board and
Chief Executive O
fficer. Identify the relationship of C
hairman
and C
EO.
The By-Laws of the com
pany provides that the C
hairman and
the CEO
are one and the sam
e.
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 81 of 154
Re
co
mm
en
da
tion
5.5
1.
If the Chairm
an of the Board is not an independent director, the board designates a lead director am
ong the independent directors.
NO
N-
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on a lead independent director and
his roles and
responsibilities, if any. Indicate if C
hairman is independent.
The company has yet to incorporate in its
Code of G
overnance a policy requiring that if the C
hairman of the Board is not an
independent director,
the board
designates a lead
director am
ong the
independent directors.
Re
co
mm
en
da
tion
5.6
1. D
irectors with m
aterial interest in a transaction affecting the corporation a
bstain from taking part in the
deliberations on the transaction.
NO
N-
CO
MP
LIAN
T Provide proof of abstention, if this w
as the case The com
pany currently does not have a policy
in the
Code
of C
orporate G
overnance requiring
directors w
ith m
aterial interest in a transaction affecting the corporation abstain from
taking part in the deliberations on the transaction.
Re
co
mm
en
da
tion
5.7
1.
The non-executive directors (NED
s) have separate periodic m
eetings with the
external auditor and heads of the internal
audit, com
pliance and risk functions, w
ithout any executive present.
NO
N-
CO
MP
LIAN
T Provide proof and
details of said
meeting, if any.
Provide information on the frequency
and attendees of m
eetings.
The company currently does not have a
policy in
the C
ode of
Corporate
Governance
requiring that
the non-
executive directors (NED
s) have separate
periodic meetings w
ith the external auditor and
heads
of the
internal audit,
compliance and risk functions, w
ithout any executive present. How
ever, the
mem
bers of
the A
udit C
omm
ittee meet w
ith the external auditor and
the head of the Corporation’s internal
audit to
discuss interim
and
annual
financial statements of the C
orporation.
2. The m
eetings are chaired by the lead independent director.
NO
N-
CO
MP
LIAN
T
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 82 of 154
Op
tion
al: P
rinc
iple
5
1.
None of the directors is a form
er CEO
of the com
pany in the past 2 years. C
OM
PLIA
NT
Provide name/s of com
pany CEO
for the past 2 years
The CEO
of the company for the past tw
o (2) years is M
r. Edgar J. Sia II.
Prin
cip
le 6
: The best measure of the Board’s effectiveness is through an assessm
ent process. The Board should regularly carry out evaluations to a
ppraise its performance as a body, and
assess whether it possesses the right m
ix of backgrounds and com
petencies. R
ec
om
me
nd
atio
n 6
.1
1.
Board conducts an annual self-assessment
of its performance as a w
hole. C
OM
PLIA
NT
Provide proof of self-assessments
conducted for the whole board, the
individual mem
bers, the Chairm
an and
the Com
mittees
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that:
Asse
ssing
Bo
ard
Pe
rform
an
ce
The best
measure
of the
Board’s effectiveness
is through
an assessm
ent process. The Board should regularly carry out
evaluations to
appraise its
performance
as a
body, and
assess
whether
it possesses
the right
mix
of backgrounds and
competencies.
A. B
oa
rd E
va
lua
tion
(i) The Board should conduct an annual self-assessm
ent of
its perform
ance, including
the perform
ance of
the C
hairman,
individual m
embers
and com
mittees.
Every three
years, the
assessment should be supported by an
external facilitator. (ii)
The Board should have in place a system
that
provides, a
t the
minim
um,
criteria and
process
to determ
ine the
performance of the Board, the individual
2. The C
hairman conducts a self-assessm
ent of his perform
ance.
CO
MP
LIAN
T
3. The individual m
embers conduct a self-
assessm
ent of their performance.
CO
MP
LIAN
T
4. Each com
mittee conducts a self-
assessm
ent of its performance.
CO
MP
LIAN
T
5. Every three years, the assessm
ents are supported by an external facilitator.
CO
MP
LIAN
T Identify the external facilita
tor and
provide proof of use of an external facilitator.
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 83 of 154
directors, com
mittees
and
such system
should allow
for a feedback mechanism
from
the shareholders.
Re
co
mm
en
da
tion
6.2
1. Board has in place a system
that provides, a
t the minim
um, criteria and
process to determ
ine the performance of the Board,
individual directors and com
mittees.
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on the system of the
company to evaluate the
performance of the board, individual
directors and com
mittees, including
a feedback mechanism
from
shareholders
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that:
Asse
ssing
Bo
ard
Pe
rform
an
ce
The best
measure
of the
Board’s effectiveness
is throug
h an
assessment
process. The Board should regularly carry out
evaluations to
appraise its
performance
as a
body, and
assess
whether
it possesses
the right
mix
of backgrounds and
competencies.
A
. Bo
ard
Ev
alu
atio
n
(i) The Board should conduct an annual self-assessm
ent of
its perform
ance, including
the perform
ance of
the C
hairman,
individual m
embers
and com
mittees.
Every three
years, the
assessment should be supported by an
external facilitator. (ii) The Board should have in place a system
that provides, at the minim
um,
criteria and process to determ
ine the perform
ance of the Board, the individual directors, com
mittees and
such system
should allow for a feedback m
echanism
from the shareholders.
2. The system
allows for a feedback
mechanism
from the shareholders.
CO
MP
LIAN
T
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 84 of 154
Prin
cip
le 7
: Mem
bers of the Board are duty-bound to apply high ethical standards, taking into account the interests of all stakeholders.
Re
co
mm
en
da
tion
7.1
1. Board adopts a C
ode of Business Conduct
and
Ethics, which provide stand
ards for professional and
ethical behavior, as well
as articulate acceptable and
unacceptable conduct and
practices in internal and
external dealings of the com
pany.
CO
MP
LIAN
T Provide inform
ation on or link/reference to the com
pany’s C
ode of Business Conduct and
Ethics.
Bu
sine
ss C
on
du
ct
an
d E
thic
s o
f DD
PC
D
irec
tors
Se
nio
r M
an
ag
em
en
t an
d
Em
plo
ye
es
(a)
Co
nflic
t o
f Inte
rest
The basic
principle to be observed is that
a
director should
not use
his position
to profit
or gain
some
benefit or
advantage for
himself
and/or
his related interests. If an actual or potential conflict
of interest m
ay arise
on the part of
a D
irector, he should
fully and
im
mediatel
The C
ompany
fully respects the em
ployee’s private
life. How
ever, it is expected that
an em
ployee w
ould avoid situations that
could result
in a
conflict betw
een their personal interests and
those
of the
Com
pany.
2. The C
ode is properly disseminated to the
Board, senior managem
ent and
employees.
CO
MP
LIAN
T Provide inform
ation on or discuss how
the company dissem
inated the C
ode to its Board, senior m
anagement and
employees.
3. The C
ode is disclosed and m
ade available to the public through the com
pany w
ebsite.
CO
MP
LIAN
T Provide a link to the com
pany’s w
ebsite where the C
ode of Business C
onduct and Ethics is posted/
disclosed.
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 85 of 154
y disclose it and
should
not participate in
the decision m
aking process.
(b)
Co
nd
uc
t o
f B
usin
ess
an
d
fair
De
alin
gs
It is a duty of a
Director
to conduct fair business transactions
with
the C
ompany
and
avoid any personal bias
with
respect to
Board decisions
Every em
ployee m
ust perform
his
duties in
accordance
with
the highest ethical and professional stand
ards of
the C
ompany
with
diligence of a
good father
of fam
ily.
(c) R
ec
eip
ts o
f gifts fro
m
third
pa
rties
It is a duty of a
Director
to conduct fair business transactions
with
the C
ompany
and
avoid any
Every em
ployee m
ust perform
his
duties in
accordance
with
the highest ethical and
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 86 of 154
personal bias
with
respect to
Board decisions.
professional stand
ards of
the C
ompany
with
diligence of a
good father of a fam
ily. Further, receipt
of gifts
from
third parties m
ust at
all tim
es be
dealt with in
a prudent
manner.
(d)
Co
mp
lian
ce
with
Law
s a
nd
R
eg
ula
tion
s
It is the duty of D
irectors to
ensure faithful com
pliance
with
all the
laws,
rules and
regulations.
It is a policy of
the C
ompany
to strictly
and
faithfully com
ply w
ith relevant law
s and
governmen
t regulations. Prom
pt com
pliance thereto is equally enforced.
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 87 of 154
(e
) Re
spe
ct
for Tra
de
Se
cre
ts/Use
o
f No
n-
pu
blic
in
form
atio
n
It is the duty of D
irectors to
observe confidentiality
with
respect to
non-public inform
ation they
may
acquire by
reason of
their position
as director.
It is
a com
pany policy
that all em
ployees m
ust observe confidentiality
with
respect to
non-public inform
ation an em
ployee m
ay acquire
by reason
of their
being an em
ployee of
the C
ompany.
(f) U
se o
f C
om
pa
ny
fu
nd
s, A
ssets a
nd
In
form
atio
n
1. It is a duty of
a director
to conduct fair business transactions
with
the C
ompany
and
avoid any personal bias
with
All assets by
the C
ompany
shall be
used solely
in furtherance of
its business. Likew
ise, every em
ployee
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 88 of 154
respect to
Board decisions. 2.
It is
the duty
of a
director to
observe confidentiality
must
observe confidentiality
with
respect to
non-public inform
ation it
may
acquire by
reason of
their being
an em
ployee.
(g)
Em
plo
ym
en
t an
d La
bo
r La
ws &
P
olic
ies
It is the duty of D
irectors to
ensure faithful com
pliance
with
all the
laws,
rules and
regulations.
It is a policy of
the C
ompany
to strictly
and
faithfully com
ply w
ith relevant law
s and
governmen
t regulations. Prom
pt com
pliance thereto is equally enforced.
(h)
Disc
iplin
ary
A
ctio
n
A D
irector is disciplined, subject
to
The C
ompany
adopts the
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 89 of 154
the rules on due process, either
by rem
oval as
such perm
anently
or tem
porarily.
relevant provisions of Labor C
ode and
other
laws
and regulations, in
addition to
the C
ompany’s
Code
of C
onduct in the process of em
ployee discipline particularly the grounds for suspension or dism
issal.
(i) Wh
istle
Blo
we
r The C
ompany
abhors fraud, corruption or any other m
isconduct that
would
certainly affect
its public im
age and
goodwill.
In line with
the Code of
Conduct,
all em
ployees are required
to disclose acts related to
fraud, corruption, or any other m
isconduct that
come
to their
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 90 of 154
attention. Sim
ilarly, the C
ompany
requires its
partners and
stakeholders to disclose acts
of fraud, corruption or any other m
isconduct that involve personnel as
well
as actions that underm
ine C
ompany
Operations.
(j) Co
nflic
t R
eso
lutio
n
Directors
shall attem
pt in
good faith
to resolve
any conflict that
may
arise betw
een them
relating
to their
rights and
responsibilities provided
Conflicts
involving the C
ode of C
onduct and
corporate governance
shall be
resolved in
accordance
with
administrati
ve investigatio
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 91 of 154
in the
Articles
of Incorporation, By-Law
s and
the
Code
on C
orporate G
overnance.
n procedure.
Su
pp
lem
en
t to R
ec
om
me
nd
atio
n 7
.1
1. C
ompany has clear and
stringent policies a
nd procedures on curbing and
penalizing com
pany involvement in offering, paying
and
receiving bribes.
CO
MP
LIAN
T Provide inform
ation on or link/reference to a docum
ent containing inform
ation on the com
pany’s policy and procedure on
curbing and penalizing bribery
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides:
DIS
QU
ALIFIC
ATIO
N O
F DIR
EC
TOR
S Perm
anent Disqualification
The follow
ing shall b
e ground
s for the p
erma
nent disq
ualifica
tion of a
d
irector:
xxx xxx (iii)
Any
person
convicted
by
final
judg
ment
or ord
er b
y a
court
or co
mp
etent ad
ministra
tive bod
y of an
offense involving
mora
l turp
itude,
fraud
, emb
ezzlement, theft,
estafa
, counterfeiting,
misa
pp
rop
riation,
forgery,
brib
ery, fa
lse a
ffirma
tion, p
erjury or other fraud
ulent acts;
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 92 of 154
Also, it is a policy of the com
pany to include a provision in the contract about gift giving, to quote: “The SUPPLIER w
arrants that it has not given or prom
ised to give, solicited or will not
solicit, any money, goods or any gifts,
remuneration,
comm
ission, rebates,
compensation, directly or indirectly to any
of the officers, employees or agents or
representative of the OW
NER, its affiliates
or its subsidiaries or that of its construction
manager, architects, engineers, general
contractor or
other subcontractor,
and
their relatives up to first degree either by affinity or consanguinity or to any person, natural or juridical, connected in any w
ay to
the foregoing
(the “C
onstruction-related Parties”), as a consequence and by reason of this A
greement; or b
y reason and
in connection with the C
onstruction-related Parties office or em
ployment.”
Re
co
mm
en
da
tion
7.2
1.
Board ensures the proper and efficient
implem
entation and m
onitoring of com
pliance with the C
ode of Business C
onduct and Ethics.
CO
MP
LIAN
T Provide proof of im
plementation and
m
onitoring of compliance w
ith the C
ode of Business Conduct and
Ethics and
internal policies. Indicate w
ho are required to comply
with the C
ode of Business Conduct
and Ethics and
any findings on non-com
pliance.
The company’s C
ode of Conduct w
as m
ade effective on February 19, 2018.
2. Board ensures the proper and
efficient im
plementation and
monitoring of
compliance w
ith company internal
policies.
CO
MP
LIAN
T There
is a
strict im
plementation
of the
Code in the com
pany. In fact, comm
ission of an act tha
t is contrary to the company’s
Code m
ay be penalized by dismissal.
The employees, w
ithout any distinction as to rank, are required to com
ply with the
Code of C
onduct and internal policies.
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 93 of 154
Disc
losu
re a
nd
Tran
spa
ren
cy
Prin
cip
le 8
: The company should establish corporate disclosure policies and procedures that are practical and in accordance w
ith best practices a
nd regulatory expectations.
Re
co
mm
en
da
tion
8.1
1. Board establishes corporate disclosure policies and
procedures to ensure a com
prehensive, accurate, reliable and
timely report to shareholders and other
stakeholders that gives a fair and
complete picture of a com
pany’s financial condition, results and
business operations.
CO
MP
LIAN
T Provide inform
ation on or link/reference to the com
pany’s disclosure policies and
procedures including reports distributed/m
ade
available to shareholders and other
stockholders
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides:
DIS
CLO
SU
RE A
ND
TRA
NSPA
REN
CY
VIII.
En
ha
nc
ing
C
om
pa
ny
D
isclo
sure
P
olic
ies a
nd
Pro
ce
du
res
The com
pany should establish corporate disclosure policies and
procedures that are practical and in accordance w
ith best practices and
regulatory expectations.
(i) The Board should establish corporate disclosure
policies and
procedures to
ensure a
comprehensive,
accurate, reliable and tim
ely report to shareholders and
other stakeholders that gives a fair and
complete picture of a com
pany’s financial
condition, results
and
business operations.
(ii) The C
ompany should have a policy
requiring all
directors and
officers
to disclose/report
to the
company
any dealings in the com
pany’s shares within
three business days.
(iii) The
Board should
fully disclose
all relevant
and
material
information
on
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 94 of 154
individual board
mem
bers and
key
executives to evaluate their experience and
qualifications,
and
assess any
potential conflicts of interest that might
affect their judgment.
(iv) The com
pany should provide a clear disclosure of its policies and procedure for setting Board and
executive remuneration,
as well as the level and
mix of the sam
e in the
Annual
Corporate
Governance
Report. Also, companies should disclose
the remuneration on an individual basis,
including term
ination and
retirement
provisions.
(v) The company should disclose its policies
governing Related
Party Transactions
(RPTs) and other unusual or infrequently
occurring transactions in their Manual on
Corporate G
overnance. The material or
significant RPTs review
ed and approved during the year should be disclosed in its A
nnual Corporate G
overnance Report.
(vi) The company should m
ake a full, fair, accurate
and
timely
disclosure to
the public of every m
aterial fact or event that occurs, particularly on the acquisition or disposal of significant assets, w
hich could adversely affect the viability or the interest of its shareholders and
other stakeholders. M
oreover, the
Board of
the offeree
company should appoint an independent
party to
evaluate the
fairness of
the
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 95 of 154
transaction price
on the
acquisition or
disposal of assets.
(vii) The
company’s
corporate governance
policies, program
s and
procedures should
be contained
in its
Manual on C
orporate Governance, w
hich should be subm
itted to the regulators and posted on the com
pany’s website.
Please see disclosures in the website:
http://ww
w.doubledragon.com
.ph/disclosures
Su
pp
lem
en
t to R
ec
om
me
nd
atio
ns 8
.1
1.
Com
pany distributes or makes available
annual and
quarterly consolidated reports, cash flow
statements, and
special audit revisions. C
onsolidated financial sta
tements are published w
ithin ninety (90) days from
the end of the fiscal year, while
interim reports are published w
ithin forty-five (45) days from
the end of the reporting period.
CO
MP
LIAN
T Indicate the num
ber of days w
ithin w
hich the consolidated and interim
reports were published, distributed or
made available from
the end of the fiscal year and
end of the reporting period, respectively.
The consolidated financial statements of
DoubleD
ragon Properties
Corp.
are published w
ithin ninety (90) days from the
end of the fiscal year, while interim
reports are published w
ithin forty-five (45) days from
the end of the reporting period. Please see: http://w
ww
.doubledragon.com.ph/page
/financial-reports
2. C
ompany discloses in its annual report the
principal risks associated with the identity
of the company’s controlling shareholders;
the degree of ownership concentration;
cross-holdings among com
pany affiliates; a
nd any im
balances between the
controlling shareholders’ voting power and
overall equity position in the com
pany.
CO
MP
LIAN
T Provide link or reference to the com
pany’s annual report where the
following are disclosed:
1. principal risks to m
inority shareholders associated w
ith the identity of the com
pany’s controlling shareholders;
DoubleD
ragon Properties Corp.’s A
nnual Report are published in the w
ebsite: http://w
ww
.doubledragon.com.ph/page
/financial-reports
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 96 of 154
2. cross-holdings am
ong com
pany affiliates; and
3. any im
balances between the
controlling shareholders’ voting pow
er and overall
equity position in the com
pany. R
ec
om
me
nd
atio
n 8
.2
1.
Com
pany has a policy requiring all directors to disclose/report to the com
pany any dealings in the company’s
shares within three business days.
CO
MP
LIAN
T Provide inform
ation on or link/reference to the com
pany’s policy requiring directors a
nd officers
to disclose their dealings in the com
pany’s share. Indicate actual dealings of directors involving the corporation’s shares including their nature, num
ber/percentage and date of
transaction.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides:
DIS
CLO
SU
RE A
ND
TRA
NSPA
REN
CY
V
III. En
ha
nc
ing
Co
mp
an
y D
isclo
sure
P
olic
ies a
nd
Pro
ce
du
res
The com
pany should establish corporate disclosure policies and procedures that are practical and in accordance w
ith best practices and
regulatory expectations
(ii) The Com
pany should have a policy requiring all directors and
officers to disclose/report to the com
pany any dealings in the com
pany’s shares within
three business days. http://w
ww
.doubledragon.com.ph/files/r
eports/Policy_on_Insider_Trading.pdf
2. C
ompany has a policy requiring all officers
to disclose/report to the company any
dealings in the company’s shares w
ithin three business days.
CO
MP
LIAN
T
Su
pp
lem
en
t to R
ec
om
me
nd
atio
n 8
.2 1.
Com
pany discloses the trading of the corporation’s shares by directors, officers (or persons perform
ing similar functions)
and
controlling shareholders. This includes
CO
MP
LIAN
T Provide inform
ation on or link/reference to the shareholdings of directors, m
anagement and
top 100 shareholders.
The shareholdings
of the D
irectors and
officers are indicated in the June 28, 2018 Prospectus:
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 97 of 154
the disclosure of the company's purchase
of its shares from the m
arket (e.g. share buy-back program
).
Provide link or reference to the com
pany’s Conglom
erate Map.
Please see pages 219 to 220: http://w
ww
.doubledragon.com.ph/prosp
ectus#
Re
co
mm
en
da
tion
8.3
1. Board fully discloses all relevant and
m
aterial information on individual board
mem
bers to evaluate their experience a
nd qualifications, and
assess any potential conflicts of interest that m
ight a
ffect their judgment.
CO
MP
LIAN
T Provide link or reference to the directors’ academ
ic qualifications, share ow
nership in the company,
mem
bership in other boards, other executive positions, professional experiences, expertise and
relevant trainings attended.
The information about the D
irectors are show
n on pages 210 to 211 of the June 28, 2018 Prospectus: http://w
ww
.doubledragon.com.ph/prosp
ectus#
2. Board fully discloses all relevant and
m
aterial information on key executives to
evaluate their experience and qualifications, and
assess any potential conflicts of interest that m
ight affect their judgm
ent.
CO
MP
LIAN
T Provide link or reference to the key officers’ academ
ic qualifications, share ow
nership in the company,
mem
bership in other boards, other executive positions, professional experiences, expertise and
relevant trainings attended.
The information about the Key Executives
are shown on pages 210 to 211 of the June
28, 2018 Prospectus: http://w
ww
.doubledragon.com.ph/prosp
ectus#
Re
co
mm
en
da
tion
8.4
1. C
ompany provides a clear disclosure of its
policies and procedure for setting Board
remuneration, including the level and
mix
of the same.
CO
MP
LIAN
T D
isclose or provide link/reference to the com
pany policy and practice for
setting board remuneration
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides:
REM
UN
ER
ATIO
N O
F D
IREC
TOR
S A
ND
OFFIC
ER
S
The levels of rem
uneration of D
D should
b
e sufficient to be a
ble to a
ttract a
nd
retain
the services
of qualified
a
nd
com
petent
dire
ctors a
nd
officers.
A
portion
of
the rem
uneration
of
executive dire
ctors ma
y be structured
2. C
ompany provides a clear disclosure of its
policies and procedure for setting
executive remuneration, including the
level and mix of the sam
e.
CO
MP
LIAN
T D
isclose or provide link/reference to the com
pany policy and practice for
determining executive rem
uneration
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 98 of 154
or b
e b
ase
d
on corp
orate
and
ind
ividua
l perform
ance.
DD
m
ay
estab
lish form
al
and
tra
nspa
rent p
roced
ures for
the d
evelopm
ent of a p
olicy on executive re
munera
tion or
determ
ination
of re
munera
tion levels
for ind
ividua
l d
irectors a
nd o
fficers dep
ending on the
p
articula
r needs o
f the corpora
tion. No
d
irector should
pa
rticipa
te in decid
ing
on his remunera
tion. D
D’s
annua
l rep
orts and
informa
tion and p
roxy sta
tements sha
ll include a
clea
r, concise
and
und
erstand
ab
le
disclosure
of a
ll fixed
a
nd
varia
ble
co
mp
ensation
that
ma
y b
e p
aid
, d
irectly or ind
irectly, to its directors a
nd
top
four (4)
ma
nagem
ent officers
during the preced
ing fisca
l year.
To p
rotect
the fund
s of
DD
, the
Com
mission m
ay, in excep
tional ca
ses, e.g.,
when
a
corpora
tion is
under
receivership or reha
bilita
tion, regula
te the
pa
yment
of the
com
pensa
tion, a
llowa
nces, fees and
fringe benefits to
its d
irectors and
officers. 3.
Com
pany discloses the remuneration on
an individual basis, including term
ination a
nd retirem
ent provisions.
CO
MP
LIAN
T Provide breakdow
n of director rem
uneration and executive
compensation, particularly the
remuneration of the C
EO.
The remuneration of the D
irectors is shown
on page 216 of the June 28, 2018 Prospectus: http://w
ww
.doubledragon.com.ph/prosp
ectus#
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 99 of 154
Re
co
mm
en
da
tion
8.5
1.
Com
pany discloses its policies governing Related Party Transactions (RPTs) and
other unusual or infrequently occurring transactions in their M
anual on Corporate
Governance.
CO
MP
LIAN
T D
isclose or provide reference/link to com
pany’s RPT policies Indicate if the director w
ith conflict of interest abstained from
the board discussion on that particular transaction.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides:
DIS
CLO
SU
RE A
ND
TRA
NSPA
REN
CY
V
III. En
ha
nc
ing
Co
mp
an
y D
isclo
sure
P
olic
ies a
nd
Pro
ce
du
res
The company should disclose its policies
governing Related
Party Transactions
(RPTs) and other unusual or infrequently
occurring transactions in their Manual on
Corporate G
overnance. The material or
significant RPTs review
ed and approved during the year should be disclosed in its A
nnual Corporate G
overnance Report. 2.
Com
pany discloses material or significant
RPTs reviewed and
approved during the year.
CO
MP
LIAN
T Provide inform
ation on all RPTs for the previous year or reference to a docum
ent containing the following
information on all RPTs:
1. nam
e of the related counterparty;
2. relationship w
ith the party; 3.
transaction date; 4.
type/nature of transaction; 5.
amount or contract price;
6. term
s of the transaction; 7.
rationale for entering into the transaction;
8. the required approval (i.e., nam
es of the board of directors approving, nam
es and
percentage of
Please see pages 221 to 223 of the June 28, 2018 Prospectus: http://w
ww
.doubledragon.com.ph/prosp
ectus#
It is the policy of the company that the
Board shall
conduct them
selves w
ith honesty,
integrity and
fairness
in the
performance of their duties and
in their dealings that w
ould ensure the honesty of any
related-party transactions
between
and am
ong the Com
pany, its subsidiaries
and affiliates, stockholders, officers and
directors, including their spouses, children
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 100 of 154
shareholders who approved)
based on the company’s
policy; and
9. other term
s and conditions
and parents, and
of interlocking director relationships by m
embers of the Board.
It is the policy of the company that all
transactions to be entered into by the com
pany shall be approved by the Board. The
companies
controlled by
the D
oubleDragon M
ajority Shareholders have a num
ber of comm
ercial transactions with
the Com
pany. The Com
pany had entered into
a num
ber of
transactions w
ith its
related parties, which prim
arily consist of advances
and reim
bursements
of expenses and sale and
purchase of real estate properties and
development.
Su
pp
lem
en
t to R
ec
om
me
nd
atio
n 8
.5 1.
Com
pany requires directors to disclose their interests in transactions or any other conflict of interests.
CO
MP
LIAN
T Indicate w
here and w
hen directors disclose their interests in transactions or any other conflict of interests.
Directors disclose their interest on a
particular transaction to prevent conflict of interest.
Op
tion
al : R
ec
om
me
nd
atio
n 8
.5 1.
Com
pany discloses that RPTs are conducted in such a w
ay to ensure that they are fair and
at arms’ length.
CO
MP
LIAN
T Provide link or reference w
here this is disclosed, if any
Please see pages 221 to 223 of the June 28, 2018 Prospectus: http://w
ww
.doubledragon.com.ph/prosp
ectus#
It is the policy of the company that the
Board shall
conduct them
selves w
ith honesty,
integrity and
fairness
in the
performance of their duties and
in their dealings that w
ould ensure the honesty of
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 101 of 154
any related-party
transactions betw
een and
among the C
ompany, its subsid
iaries and
affiliates, stockholders, officers and directors, including their spouses, children and
parents, and of interlocking director
relationships by mem
bers of the Board. It is the policy of the com
pany that all transactions to be entered into by the com
pany shall be approved by the Board. The
companies
controlled by
the D
oubleDragon M
ajority Shareholders have a num
ber of comm
ercial transactions with
the Com
pany. The Com
pany had entered into
a num
ber of
transactions w
ith its
related parties, w
hich primarily consist of
advances and
reimbursem
ents of
expenses and sale and purchase of real
estate properties and developm
ent.
Re
co
mm
en
da
tion
8.6
1. C
ompany m
akes a full, fair, accurate and
timely disclosure to the public of every
material fact or event tha
t occur, particularly on the acquisition or disposal of significant assets, w
hich could adversely a
ffect the viability or the interest of its shareholders and other stakeholders.
CO
MP
LIAN
T Provide link or reference w
here this is disclosed
http://ww
w.doubledragon.com
.ph/article/doubledragon-crafts-grow
th-plan-for-2020-2025
2. Board appoints an independent party to evaluate the fairness of the transaction price on the acquisition or disposal of a
ssets.
CO
MP
LIAN
T Identify independent party appointed to evaluate the fairness of the transaction price D
isclose the rules and procedures for
evaluating the fairness of the transaction p
rice, if any.
The company is aw
are of market values of
properties acquired to ensure fairness of the transaction.
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 102 of 154
Su
pp
lem
en
t to R
ec
om
me
nd
atio
n 8
.6 1.
Com
pany discloses the existence, justification and
details on shareholder agreem
ents, voting trust agreements,
confidentiality agreements, and
such other agreem
ents that may im
pact on the control, ow
nership, and strategic
direction of the company.
CO
MP
LIAN
T Provide link or reference w
here these are disclosed.
The company has disclosed the existence
of an
investment
and
shareholders agreem
ent.
Re
co
mm
en
da
tion
8.7
1.
Com
pany’s corporate governance policies, program
s and procedures are contained in its M
anual on Corporate
Governance (M
CG
).
CO
MP
LIAN
T Provide link to the com
pany’s w
ebsite where the M
anual on C
orporate Governance is posted.
http://ww
w.doubledragon.com
.ph/articles/corporate-governance
2. C
ompany’s M
CG
is submitted to the SEC
a
nd PSE.
CO
MP
LIAN
T
3. C
ompany’s M
CG
is posted on its company
website.
CO
MP
LIAN
T
Su
pp
lem
en
t to R
ec
om
me
nd
atio
n 8
.7 1.
Com
pany submits to the SEC
and PSE an updated M
CG
to disclose any changes in its corporate governance practices.
CO
MP
LIAN
T Provide proof of subm
ission. The
Revised C
ode of
Corporate
Governance of D
oubleDragon Properties
Corp. w
as submitted to the SEC
on April 12,
2017.
Op
tion
al: P
rinc
iple
8
1. D
oes the company’s A
nnual Report disclose the follow
ing information:
CO
MP
LIAN
T Provide link or reference to the com
pany’s Annual Report
containing the said information.
Please click the link below for the A
nnual Report: http://edge.pse.com
.ph/openDiscV
iewer.
do?edge_no=7309233b52076dcaefdfc15ec263a54d#
sthash.pxk0duLd.dpbs
a. C
orporate Objectives
C
OM
PLIA
NT
b. Financial perform
ance indicators
CO
MP
LIAN
T
c. N
on-financial performance indicators
CO
MP
LIAN
T
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 103 of 154
d.
Dividend Policy
C
OM
PLIA
NT
e. Biographical details (at least age, academ
ic qualifications, date of first appointm
ent, relevant experience, and
other directorships in listed com
panies) of all directors
CO
MP
LIAN
T
f. A
ttendance details of each director in all directors m
eetings held during the year
CO
MP
LIAN
T
g. Total rem
uneration of each mem
ber of the board of directors
CO
MP
LIAN
T
2. The A
nnual Report contains a statem
ent confirm
ing the company’s full com
pliance w
ith the Code of C
orporate Governance
and
where there is non-com
pliance, identifies and
explains reason for each such issue.
CO
MP
LIAN
T Provide link or reference to w
here this is contained
in the Annual Report
3. The A
nnual Report/Annual C
G Report
discloses that the board of directors conducted a review
of the company's
material controls (including operational,
financial and com
pliance controls) and
risk managem
ent systems.
CO
MP
LIAN
T Provide link or reference to w
here this is contained in the A
nnual Report Please see page 64 to 68 of the A
nnual Report: http://edge.pse.com
.ph/openDiscV
iewer.
do?edge_no=7309233b52076dcaefdfc15ec263a54d#
sthash.pxk0duLd.dpbs
4. The A
nnual Report/Annual C
G Report
contains a statement from
the board of directors or A
udit Com
mittee com
menting
on the adequacy of the company's
internal controls/risk managem
ent systems.
CO
MP
LIAN
T Provide link or reference to w
here this is contained in the A
nnual Report Please see page 64 to 68 of the A
nnual Report: http://edge.pse.com
.ph/openDiscV
iewer.
do?edge_no=7309233b52076dcaefdfc15ec263a54d#
sthash.pxk0duLd.dpbs
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 104 of 154
5. The com
pany discloses in the Annual
Report the key risks to which the com
pany is m
aterially exposed to (i.e. financial, operational including IT, environm
ental, social, econom
ic).
CO
MP
LIAN
T Provide link or reference to w
here these are contained in the A
nnual Report
Please see page 64 to 68 of the Annual
Report: http://edge.pse.com
.ph/openDiscV
iewer.
do?edge_no=7309233b52076dcaefdfc15ec263a54d#
sthash.pxk0duLd.dpbs
P
rinc
iple
9: The com
pany should establish standards for the appropriate selection of an external auditor, and exercise effective oversight of the
same to strengthen the external auditor’s independence and
enhance audit quality. R
ec
om
me
nd
atio
n 9
.1
1.
Audit C
omm
ittee has a robust process for a
pproving and recom
mending the
appointm
ent, reappointment, rem
oval, a
nd fees of the external auditors.
CO
MP
LIAN
T Provide inform
ation or link/reference to a docum
ent containing inform
ation on the process for approving and
recomm
ending the appointm
ent, reappointment,
removal and
fees of the company’s
external auditor.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides:
INTE
RN
AL C
ON
TRO
L SY
STE
M A
ND
RIS
K
MA
NA
GEM
EN
T FRA
MEW
OR
K
IX. Strengthening the External Auditor’s
Ind
ep
en
de
nc
e a
nd
Imp
rov
ing
Au
dit
Qu
ality
The company should establish stand
ards for the appropriate selection of an external auditor, and
exercise effective oversight of the
same
to strengthen
the external
auditor’s independence
and
enhance audit quality.
(A
) External Auditor
The A
udit Com
mittee should have a robust
process for approving and recomm
ending the
appointment,
reappointment,
removal, and fees of the external auditor.
The appointm
ent, reappointm
ent,
2. The appointm
ent, reappointment,
removal, and
fees of the external auditor is recom
mended by the A
udit Com
mittee,
approved by the Board and
ratified by the shareholders.
CO
MP
LIAN
T Indicate the percentage of shareholders that ratified the appointm
ent, reappointment,
removal and
fees of the external auditor.
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 105 of 154
removal, and fees of the external auditor
should be recomm
ended by the Audit
Com
mittee, approved by the Board and
ratified by the shareholders. For rem
oval of the
external auditor,
the reasons
for rem
oval or change should be disclosed to the regulators and
the public through the com
pany w
ebsite and
required
disclosures. The
Audit
Com
mittee
Charter
should include
the A
udit C
omm
ittee’s responsibility on assessing the integrity and
independence of external auditors and exercising
effective oversight
to review
and
m
onitor the
external auditor’s
independence and objectivity and
the effectiveness of the audit process, taking into
consideration
relevant Philippine
professional and regulatory requirem
ents. The C
harter should also contain the Audit
Com
mittee’s
responsibility on
reviewing
and
monitoring
the external
auditor’s suitability and
effectiveness on an annual basis.
The com
pany should disclose the nature of non-audit
services perform
ed by
its external auditor in the A
nnual Report to deal w
ith the potential conflict of interest. The A
udit Com
mittee should be alert for
any potential conflict of interest situations, given the guidelines or policies on non-audit services, w
hich could be viewed as
impairing the external auditor's objectivity.
3. For rem
oval of the external auditor, the reasons for rem
oval or change are C
OM
PLIA
NT
Provide information on or
link/reference to a document
No rem
oval and/or change of auditor yet
in the company.
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 106 of 154
disclosed to the regulators and the public
through the company w
ebsite and
required disclosures.
containing the company’s reason for
removal or change of external
auditor.
Su
pp
lem
en
t to R
ec
om
me
nd
atio
n 9
.1
1.
Com
pany has a policy of rotating the lead a
udit partner every five years. C
OM
PLIA
NT
Provide information on or
link/reference to a document
containing the policy of rotating the lead audit partner every five years.
The lead auditor of the company w
hich audited the financial statem
ents of the com
pany changed last 2014 and it is still
the current lead auditor of the company.
Re
co
mm
en
da
tion
9.2
1.
Audit C
omm
ittee Charter includes the
Audit C
omm
ittee’s responsibility on: i.
assessing the integrity and
independence of external auditors; ii.
exercising effective oversight to review
and m
onitor the external auditor’s independence and objectivity; and
iii.
exercising effective oversight to review
and m
onitor the effectiveness of the audit process, taking into consideration relevant Philippine professional and
regulatory requirem
ents.
CO
MP
LIAN
T Provide link/reference to the com
pany’s Audit C
omm
ittee Charter
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that: “The A
udit C
om
mittee sha
ll consist of at
least
three (3)
dire
ctors, w
ho
shall
prefera
bly
have
accounting
a
nd
finance b
ackgro
unds,
one of
whom
sha
ll be a
n indep
endent d
irector and
a
nother w
ith a
udit
experience.
The
chair of the A
udit C
om
mittee should
be
an
indep
endent
director.
The co
mm
ittee sha
ll ha
ve the
follow
ing
functions: a. Recom
mends the approval the Internal
Audit C
harter (IA C
harter), which form
ally defines the role of Internal A
udit and the
audit plan
as w
ell as
oversees the
implem
entation of the IA C
harter; b.
Through the
Internal A
udit (IA
) D
epartment, m
onitors and evaluates the adequacy
and effectiveness
of the
corporation’s internal
control system
,
2. A
udit Com
mittee C
harter contains the C
omm
ittee’s responsibility on reviewing
and
monitoring the external auditor’s
suitability and effectiveness on an annual
basis.
CO
MP
LIAN
T Provide link/reference to the com
pany’s Audit C
omm
ittee Charter
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 107 of 154
integrity of financial reporting, and security
of physical and inform
ation assets. Well-
designed internal control procedures and processes that w
ill provide a system of
checks and balances should be in place in
order to
(a) safeguard
the com
pany’s resources
and
ensure their
effective utilization, (b) prevent occurrence of fraud and
other
irregularities, (c)
protect the
accuracy and reliability of the com
pany’s financial data, and
(d) ensure com
pliance w
ith applicable laws and
regulations;
c. Oversees the Internal A
udit Departm
ent, and
recom
mends
the appointm
ent and
/or grounds for approval of an internal audit head or C
hief Audit Executive (C
AE).
The Audit C
omm
ittee should also approve the term
s and conditions for outsourcing internal audit services; d. Establishes and identifies the reporting line of the Internal A
uditor to enable him to
properly fulfill his duties and responsibilities.
For this purpose, he should directly report to the A
udit Com
mittee;
e. Reviews and
monitors M
anagement’s
responsiveness to
the Internal
Auditor’s
findings and recom
mendations;
f. Prior to the comm
encement of the audit,
discusses w
ith the
External A
uditor the
nature, scope and expenses of the audit,
and ensures the proper coordination if
more than one audit firm
is involved in the activity to secure proper coverage and
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 108 of 154
minim
ize duplication of efforts;
g. Evaluates and determ
ines the non-audit w
ork, if any, of the External Auditor, and
periodically
reviews
the non-audit
fees paid to the External A
uditor in relation to the total fees paid to him
and to the corporation’s
overall consultancy
expenses. The comm
ittee should disallow
any non-audit work that w
ill conflict with his
duties as an External Auditor or m
ay pose a threat to his independence. The non-audit w
ork, if allowed, should be disclosed in the
corporation’s Annual Report and
Annual
Corporate G
overnance Report; h. Review
s and approves the Interim and
Annual Financial Statem
ents before their subm
ission to the Board, with particular
focus on the following m
atters:
x A
ny change/s
in accounting
policies and practices
x A
reas w
here a
significant am
ount of judgment has been
exercised x
Significant adjustments resulting
from the audit
x G
oing concern assumptions
x C
ompliance
with
accounting stand
ards x
Com
pliance with tax, legal and
regulatory requirements
i.
Reviews
the disposition
of the
recomm
endations in the External Auditor’s
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 109 of 154
managem
ent letter; j.
Performs
oversight functions
over the
corporation’s Internal
and External
Auditors. It ensures the independence of
Internal and External A
uditors, and that
both auditors
are given
unrestricted access
to all
records, properties
and
personnel to enable them to perform
their respective audit functions;
k.
Coordinates,
monitors
and
facilitates com
pliance w
ith law
s, rules
and regulations; l.
Recomm
ends to
the Board
the appointm
ent, reappointm
ent, rem
oval and
fees
of the
External A
uditor, duly
accredited by
the C
omm
ission, w
ho undertakes an independent audit of the corporation, and
provides an objective assurance on the m
anner by which the
financial statements should be prepared
and presented to the stockholders.”
The A
udit Com
mittee m
eets with the Board
without the presence of the C
EO and
periodically meets w
ith the head of the internal a
udit. Su
pp
lem
en
t to R
ec
om
me
nd
atio
ns 9
.2 1.
Audit C
omm
ittee ensures that the external a
uditor is credible, competent and
has the a
bility to understand com
plex related party transactions, its counterparties, and
valuations of such transactions.
CO
MP
LIAN
T Provide link/reference to the com
pany’s Audit C
omm
ittee Charter
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that:
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 110 of 154
“The A
udit C
om
mittee sha
ll consist of at
least
three (3)
dire
ctors, w
ho
shall
prefera
bly
have
accounting
a
nd
finance b
ackgro
unds,
one of
whom
sha
ll be a
n indep
endent d
irector and
a
nother w
ith a
udit
experience.
The
chair of the A
udit C
om
mittee should
be
an
indep
endent
director.
The co
mm
ittee sha
ll ha
ve the
follow
ing
functions: a. Recom
mends the approval the Internal
Audit C
harter (IA C
harter), which form
ally defines the role of Internal A
udit and the
audit plan
as w
ell as
oversees the
implem
entation of the IA C
harter; b.
Through the
Internal A
udit (IA
) D
epartment, m
onitors and evaluates the adequacy
and effectiveness
of the
corporation’s internal
control system
, integrity of financial reporting, and
security of physical and
information assets. W
ell-designed internal control procedures and processes that w
ill provide a system of
checks and balances should be in place in
order to
(a) safeguard
the com
pany’s resources
and
ensure their
effective utilization, (b) prevent occurrence of fraud and
other
irregularities, (c)
protect the
accuracy and reliability of the com
pany’s financial data, and
(d) ensure com
pliance w
ith applicable laws and
regulations;
c. Oversees the Internal A
udit Departm
ent,
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 111 of 154
and
recomm
ends the
appointment
and/or grounds for approval of an internal
audit head or Chief A
udit Executive (CA
E). The A
udit Com
mittee should also approve
the terms and conditions for outsourcing
internal audit services; d. Establishes and identifies the reporting line of the Internal A
uditor to enable him to
properly fulfill his duties and responsibilities.
For this purpose, he should directly report to the A
udit Com
mittee;
e. Reviews and
monitors M
anagement’s
responsiveness to
the Internal
Auditor’s
findings and recom
mendations;
f. Prior to the comm
encement of the audit,
discusses w
ith the
External A
uditor the
nature, scope and expenses of the audit,
and ensures the proper coordination if
more than one audit firm
is involved in the activity to secure proper coverage and m
inimize duplication of efforts;
g. Evaluates and
determines the non-audit
work, if any, of the External A
uditor, and
periodically review
s the
non-audit fees
paid to the External Auditor in relation to
the total fees paid to him and to the
corporation’s overall
consultancy expenses. The com
mittee should disallow
any non-audit w
ork that will conflict w
ith his duties as an External A
uditor or may pose a
threat to his independence. The non-audit w
ork, if allowed, should be disclosed in the
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 112 of 154
corporation’s Annual Report and
Annual
Corporate G
overnance Report; h. Review
s and approves the Interim and
Annual Financial Statem
ents before their subm
ission to the Board, with particular
focus on the following m
atters:
x A
ny change/s
in accounting
policies and practices
x A
reas w
here a
significant am
ount of judgment has been
exercised x
Significant adjustments resulting
from the audit
x G
oing concern assumptions
x C
ompliance
with
accounting stand
ards x
Com
pliance with tax, legal and
regulatory requirements
i.
Reviews
the disposition
of the
recomm
endations in the External Auditor’s
managem
ent letter; j.
Performs
oversight functions
over the
corporation’s Internal
and External
Auditors. It ensures the independence of
Internal and External A
uditors, and that
both auditors
are given
unrestricted access
to all
records, properties
and
personnel to enable them to perform
their respective audit functions;
k.
Coordinates,
monitors
and
facilitates com
pliance w
ith law
s, rules
and
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 113 of 154
regulations; l.
Recomm
ends to
the Board
the appointm
ent, reappointm
ent, rem
oval and
fees
of the
External A
uditor, duly
accredited by
the C
omm
ission, w
ho undertakes an independent aud
it of the corporation, and
provides an objective assurance on the m
anner by which the
financial statements should be prepared
and presented to the stockholders.”
The A
udit Com
mittee m
eets with the Board
without the presence of the C
EO and
periodically meets w
ith the head of the internal audit.
2. A
udit Com
mittee ensures that the external
auditor has adequate quality control
procedures.
CO
MP
LIAN
T Provide link/reference to the com
pany’s Audit C
omm
ittee Charter
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that: “The A
udit C
om
mittee sha
ll consist of at
least
three (3)
dire
ctors, w
ho
shall
prefera
bly
have
accounting
a
nd
finance b
ackgro
unds,
one of
whom
sha
ll be a
n indep
endent d
irector and
a
nother w
ith a
udit
experience.
The
chair of the A
udit C
om
mittee should
be
an
indep
endent
director.
The co
mm
ittee sha
ll ha
ve the
follow
ing
functions: a. Recom
mends the approval the Internal
Audit C
harter (IA C
harter), which form
ally defines the role of Internal A
udit and the
audit plan
as w
ell as
oversees the
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 114 of 154
implem
entation of the IA C
harter; b.
Through the
Internal A
udit (IA
) D
epartment, m
onitors and evaluates the adequacy
and effectiveness
of the
corporation’s internal
control system
, integrity of financial reporting
, and security
of physical and inform
ation assets. Well-
designed internal control procedures and processes that w
ill provide a system of
checks and balances should be in place in
order to
(a) safeguard
the com
pany’s resources
and
ensure their
effective utilization, (b) prevent occurrence of fraud and
other
irregularities, (c)
protect the
accuracy and reliability of the com
pany’s financial data, and
(d) ensure com
pliance w
ith applicable laws and
regulations;
c. Oversees the Internal A
udit Departm
ent, and
recom
mends
the appointm
ent and
/or grounds for approval of an internal audit head or C
hief Audit Executive (C
AE).
The Audit C
omm
ittee should also approve the term
s and conditions for outsourcing internal audit services; d. Establishes and identifies the reporting line of the Internal A
uditor to enable him to
properly fulfill his duties and responsibilities.
For this purpose, he should directly report to the A
udit Com
mittee;
e. Reviews and
monitors M
anagement’s
responsiveness to
the Internal
Auditor’s
findings and recom
mendations;
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 115 of 154
f. Prior to the comm
encement of the audit,
discusses w
ith the
External A
uditor the
nature, scope and expenses of the audit,
and ensures the proper coordination if
more than one audit firm
is involved in the activity to secure proper coverage and m
inimize duplication of efforts;
g. Evaluates and
determines the non-audit
work, if any, of the External A
uditor, and
periodically review
s the
non-audit fees
paid to the External Auditor in relation to
the total fees paid to him and to the
corporation’s overall
consultancy expenses. The com
mittee should disallow
any non-audit w
ork that will conflict w
ith his duties as an External A
uditor or may pose a
threat to his independence. The non-audit w
ork, if allowed, should be disclosed in the
corporation’s Annual Report and
Annual
Corporate G
overnance Report; h. Review
s and approves the Interim and
Annual Financial Statem
ents before their subm
ission to the Board, with particular
focus on the following m
atters:
x A
ny change/s
in accounting
policies and practices
x A
reas w
here a
significant am
ount of judgment has been
exercised x
Significant adjustments resulting
from the audit
x G
oing concern assumptions
x C
ompliance
with
accounting
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 116 of 154
standards
x C
ompliance w
ith tax, legal and regulatory requirem
ents
i. Review
s the
disposition of
the recom
mendations in the External A
uditor’s m
anagement letter;
j. Perform
s oversight
functions over
the corporation’s
Internal and
External A
uditors. It ensures the independence of Internal and
External Auditors, and
that both
auditors are
given unrestricted
access to
all records,
properties and
personnel to enable them
to perform their
respective audit functions;
k. C
oordinates, m
onitors and
facilitates
compliance
with
laws,
rules and
regulations; l.
Recomm
ends to
the Board
the appointm
ent, reappointm
ent, rem
oval and
fees
of the
External A
uditor, duly
accredited by
the C
omm
ission, w
ho undertakes an independent audit of the corporation, and
provides an objective assurance on the m
anner by which the
financial statements should be prepared
and presented to the stockholders.
The A
udit Com
mittee m
eets with the Board
without the presence of the C
EO and
periodically meets w
ith the head of the internal audit.
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 117 of 154
Re
co
mm
en
da
tion
9.3
1. C
ompany discloses the nature of non-
audit services perform
ed by its external a
uditor in the Annual Report to deal w
ith the potential conflict of interest.
CO
MP
LIAN
T D
isclose the nature of non-audit services perform
ed by the external auditor, if any.
There are no non-audit services performed
by the external auditor.
2. A
udit Com
mittee stays alert for any
potential conflict of interest situations, given the guidelines or policies on non-a
udit services, which could be view
ed as im
pairing the external auditor’s objectivity.
CO
MP
LIAN
T Provide link or reference to guidelines or policies on non-audit services
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides that the Audit
Com
mittee:
“Evaluates and determ
ines the non-audit w
ork, if any, of the External Auditor, and
periodically
reviews
the non-audit
fees paid to the External A
uditor in relation to the total fees paid to him
and to the corporation’s
overall consultancy
expenses. The comm
ittee should disallow
any non-audit work that w
ill conflict with his
duties as an External Auditor or m
ay pose a threat to his independence. The non-audit w
ork, if allowed, should be disclosed in the
corporation’s Annual Report and
Annual
Corporate G
overnance Report.” Su
pp
lem
en
t to R
ec
om
me
nd
atio
n 9
.3
1.
Fees paid for non-audit services do not outw
eigh the fees paid for audit services.
CO
MP
LIAN
T Provide inform
ation on audit and
non-audit fees paid. The A
udit Fees and A
udit Related Fees of the External A
uditor outweigh the all other
fees. Please see page 258 of the Prospectus dated June 28, 2018. http://w
ww
.doubledragon.com.ph/prosp
ectus#
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 118 of 154
Ad
ditio
na
l Re
co
mm
en
da
tion
to P
rinc
iple
9
1. C
ompany’s external auditor is duly
accredited by the SEC
under Group A
category.
CO
MP
LIAN
T Provide inform
ation on company’s
external auditor, such as:
1. N
ame of the audit
engagement partner;
2. A
ccreditation num
ber; 3.
Date A
ccredited; 4.
Expiry date of accreditation; and
5.
Nam
e, address, contact num
ber of the audit firm.
The company’s external auditor is:
1. Daryl P. V
irocel of R.G. M
anabat & C
o. (KPM
G);
2. With A
ccreditation no. of 1386-A
R-1; 3. D
ate Accredited: June 15, 2017;
4. Expiry Date of A
ccreditation: June 14, 2020; and
5. N
ame of A
udit Firm: R.G
. Manabat &
C
o., A
ddress: The KPMG
Center, 6787 A
yala A
ve, Makati
Contact N
umber: (02) 885 7000
2.
Com
pany’s external auditor agreed to be subjected to the SEC
Oversight A
ssurance Review
(SOA
R) Inspection Program
conducted by the SEC’s O
ffice of the G
eneral Accountant (O
GA
).
CO
MP
LIAN
T Provide inform
ation on the following:
1. D
ate it was subjected to
SOA
R inspection, if subjected; 2.
Nam
e of the Audit firm
; and 3.
Mem
bers of the engagement
team inspected by the SEC
.
Since R.G. M
anabat & C
o., audits listed com
panies it is subject to the SEC’s SO
AR
inspection. However, it has yet to receive
notification from the SEC
for this matter.
Prin
cip
le 1
0: The com
pany should ensure that the material and
reportable non-financial and sustainability issues are disclosed.
Re
co
mm
en
da
tion
10
.1
1.
Board has a clear and focused policy on
the disclosure of non-financial information,
with em
phasis on the managem
ent of econom
ic, environmental, social and
governance (EESG) issues of its business,
which underpin sustainability.
CO
MP
LIAN
T D
isclose or provide link on the com
pany’s policies and practices on the disclosure of non-financial inform
ation, including EESG issues.
http://ww
w.doubledragon.com
.ph/ir/com
panys-policies
2. C
ompany ad
opts a globally recognized stand
ard/framew
ork in reporting sustainability and
non-financial issues.
CO
MP
LIAN
T Provide link to Sustainability Report, if any. D
isclose the standards used.
It is the policy of the company to adopt to
a stand
ard/framew
ork in
reporting sustainability and
non-financial issues by
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 119 of 154
im
plementing
said
policy especially
regarding EESG.
http://ww
w.doubledragon.com
.ph/page/corporate-social-responsibility
Prin
cip
le 1
1: The com
pany should maintain a com
prehensive and cost-efficient comm
unication channel for disseminating relevant inform
ation. This cha
nnel is crucial for informed decision-m
aking by investors, stakeholders and other interested users.
Re
co
mm
en
da
tion
11
.1
1.
Com
pany has media and
analysts’ briefings as channels of com
munication to
ensure the timely and accurate
dissemination of public, m
aterial and
relevant information to its shareholders
and other investors.
CO
MP
LIAN
T D
isclose and identify the
comm
unication channels used by the com
pany (i.e., website, A
nalyst’s briefing
, Media briefings /press
conferences, Quarterly reporting,
Current reporting, etc.).
Provide links, if any.
Basically, it is the company’s w
ebsite that is the m
edium of channel used by the
company:
http://ww
w.doubledrag
on.com.ph/hom
e
Su
pp
lem
en
tal to
Prin
cip
le 1
1
1. C
ompany has a w
ebsite disclosing up-to-
date information on the follow
ing:
CO
MP
LIAN
T Provide link to com
pany website
http://ww
w.doubledragon.com
.ph/home
a. Financial statem
ents/reports (latest quarterly)
CO
MP
LIAN
T http://w
ww
.doubledragon.com.ph/page
/financial-reports
b. M
aterials provided in briefings to analysts and
media
CO
MP
LIAN
T http://w
ww
.doubledragon.com.ph/page
/investors
c. D
ownloadable annual report
C
OM
PLIA
NT
d. N
otice of ASM
and/or SSM
CO
MP
LIAN
T
e. M
inutes of ASM
and/or SSM
CO
MP
LIAN
T
f. C
ompany’s A
rticles of Incorporation and
By-Laws
CO
MP
LIAN
T
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 120 of 154
A
dd
ition
al R
ec
om
me
nd
atio
n to
Prin
cip
le 1
1 1.
Com
pany complies w
ith SEC-prescribed
website tem
plate.
CO
MP
LIAN
T
Pursuant to SEC M
emorandum
Circular
No. 11 Series of 2014 providing for the
template for publicly-listed com
panies’ w
ebsite, DD
has complied w
ith such and its w
ebsite is: http://w
ww
.doubledragon.com.ph/hom
e
Inte
rna
l Co
ntro
l Sy
stem
an
d R
isk M
an
ag
em
en
t Fram
ew
ork
Prin
cip
le 1
2: To ensure the integrity, transparency and
proper governance in the conduct of its affairs, the company should have a strong a
nd effective internal control system
and enterprise risk m
anagement fram
ework.
Re
co
mm
en
da
tion
12
.1
1.
Com
pany has an adequate and effective
internal control system in the conduct of its
business.
CO
MP
LIAN
T List quality service program
s for the internal audit functions. Indicate frequency of review
of the internal control system
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides:
“XII. Strengthening the Internal Control
Sy
stem
an
d E
nte
rprise
Risk
Ma
na
ge
me
nt
Fram
ew
ork
A
. To ensure the integrity, transparency and
proper governance in the conduct of its affairs, D
D shall have a strong and
effective internal
control system
and
enterprise risk
managem
ent fram
ework.
DD
shall observe the following:
ii. DD
shall have in place an independent internal audit function that provides an independent
and
objective assurance,
and consulting services designed to add
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 121 of 154
value and
improve
the com
pany's operations. The follow
ing are the functions of the internal audit, am
ong others: a.
Provides an
independent risk-based
assurance service
to the
Board, A
udit C
omm
ittee and M
anagement, focusing
on review
ing the
effectiveness of
the governance and
control processes in (1) prom
oting the right values and ethics, (2)
ensuring effective
performance
managem
ent and
accounting
in the
organization, (3) comm
unicating risk and control inform
ation, and (4) coordinating
the activities and information am
ong the Board, external and
internal auditors, and
Managem
ent; b. Perform
s regular and special audit as
contained in the annual audit plan and/or
based on the company’s risk assessm
ent; c.
Performs
consulting and
advisory
services related
to governance
and control as appropriate for the organization;
d. Perform
s compliance audit of relevant
laws,
rules and
regulations, contractual
obligations and other comm
itments, w
hich could have a significant im
pact on the organization; e.
Reviews,
audits and
assesses
the efficiency and
effectiveness of the internal control system
of all areas of the company;
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 122 of 154
f.
Evaluates operations
or program
s to
ascertain whether results are consistent
with established objectives and
goals, and
whether the operations or program
s are being carried out as planned; g.
Evaluates specific
operations at the
request of the Board or Managem
ent, as appropriate; and
h.
Monitors
and evaluates
governance processes. The
seminars
attended
by the
Internal A
udit Office are:
(1)
5th
Annual
GG
APP
Forum
Good
Governance, Ethics and
Com
pliance held at C
onrad Manila on M
ay 24, 2017; (2)
Tax Reform
for
Acceleration
and Inclusion
(TRAIN
) law
held
at D
D
Headquarters on February 22, 2018; (3) Leadership Skills Training held at D
D
Headquarters on April 11, 2018.
2. C
ompany has an adequate and
effective enterprise risk m
anagement fram
ework in
the conduct of its business.
CO
MP
LIAN
T n
to P
rinc
iple
11
Identify international framew
ork used for Enterprise Risk M
anagement
Provide information or reference to a
document containing inform
ation on: 1.
Com
pany’s risk managem
ent procedures and
processes
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides:
C. E
nte
rprise
Ma
na
ge
me
nt S
yste
m
DD
shall establish a separate, effective enterprise risk m
anagement function to
identify, assess
and
monitor
key risk
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 123 of 154
2. Key risks the com
pany is currently facing
3. How
the company m
anages the key risks
Indicate frequency of review of the
enterprise risk managem
ent fram
ework.
exposures. The risk managem
ent function involves
the following
activities, am
ong others:
a. D
efining a
risk m
anagement
strategy;
b. Identifying
and
analyzing
key risk
exposures relating
to econom
ic, environm
ental, social and governance (EESG
) factors and
the achievement of
the organization’s
strategic objectives;
c. Evaluating
and
categorizing each
identified risk
using the
Com
pany’s predefined
risk categories and param
eters; d.
Establishing a risk register with
clearly defined, prioritized and
residual risks;
e. D
eveloping, a
risk m
itigation plan for the m
ost important risks
to the Com
pany, as defined by the risk m
anagement stra
tegy; f.
Com
municating and reporting
significant
risk exposures
including business
risks (i.e.,
strategic,
compliance,
operational, financial
and reputational risks), control issues and
risk mitigation plan to the
Board Risk
Oversight
Com
mittee; and
g.
Monitoring and evaluating the
effectiveness of
the
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 124 of 154
organization’s risk managem
ent processes.
Su
pp
lem
en
t to R
ec
om
me
nd
atio
ns 1
2.1
1.
Com
pany has a formal com
prehensive enterprise-w
ide compliance program
covering com
pliance with law
s and
relevant regulations that is annually review
ed. The program includes
appropriate training and awareness
initiatives to facilitate understanding,
acceptance and com
pliance with the
said issuances.
CO
MP
LIAN
T n Provide inform
ation on or link/ reference to a docum
ent containing the com
pany’s compliance program
covering com
pliance with law
s and
relevant regulations. Indicate frequency of review
.
The company is com
plying with the SEC
Rules
on all
the requirem
ents to
be subm
itted by a publicly-listed corporation (e.g. subm
ission of the Annual C
orporate G
overnance Report).
Op
tion
al: R
ec
om
me
nd
atio
n 1
2.1
1. C
ompany has a governance process on IT
issues including disruption, cyber security, a
nd disaster recovery, to ensure that all
key risks are identified, managed and
reported to the board.
CO
MP
LIAN
T Provide inform
ation on IT governance process
The com
pany has
an IT
governance process providing that for any disruption, there is an im
mediate troubleshoot to the
company’s servers/system
s as well as assist
and inform
the users. For disaster recovery, the IT departm
ent of the company has a
daily back-up using Net backup and
a High A
vailability Disaster Recovery (H
AD
R) w
hich is located at PLDT E-V
itro in Pasig to avoid any data
loss. For the company
email,
Equicom
is a
third-party
service provider
for troubleshooting
and data
security for all the emails.
For any cyber-related issues there are web
protection and
security
application to
every computer issued by the com
pany to restrict and avoid any m
alicious websites.
R
ec
om
me
nd
atio
n 1
2.2
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 125 of 154
1. C
ompany has in place an independent
internal audit function that provides an independent and
objective assurance, a
nd consulting services designed to add
value and im
prove the company’s
operations.
CO
MP
LIAN
T D
isclose if the internal audit is in-house or outsourced. If outsourced, identify external firm
.
The internal audit is in-house.
Re
co
mm
en
da
tion
12
.3
1.
Com
pany has a qualified Chief A
udit Executive (C
AE) appointed by the Board.
CO
MP
LIAN
T Identify the com
pany’s Chief A
udit Executive (C
AE) and
provide inform
ation on or reference to a docum
ent containing his/her responsibilities.
The Chief A
udit Executive is Ms. Lea R.
Suberon. Her responsibility is to monitor and
evaluate the adequacy of effectiveness of the
company’s
internal control
system,
integrity of financial reporting, and security
of physical and inform
ation assets.
2. C
AE oversees and is responsible for the
internal audit activity of the organization, including that portion that is outsourced to a
third party service provider.
CO
MP
LIAN
T
3. In case of a fully outsourced internal audit a
ctivity, a qualified independent executive or senior m
anagement
personnel is assigned the responsibility for m
anaging the fully outsourced internal a
udit activity.
CO
MP
LIAN
T Identify qualified independent executive or senior m
anagement
personnel, if applicable.
The qualified independent executive is Ms.
Lea R. Suberon.
Re
co
mm
en
da
tion
12
.4
1.
Com
pany has a separate risk m
anagement function to identify, assess
and m
onitor key risk exposures.
CO
MP
LIAN
T Provide inform
ation on company’s
risk managem
ent function. The
May
30, 2017
Re
vise
d
Co
de
o
f C
orp
ora
te G
ov
ern
an
ce of D
oubleDragon
Properties Corp., provides:
En
terp
rise M
an
ag
em
en
t Sy
stem
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 126 of 154
DD
shall establish a separate, effective enterprise risk m
anagement function to
identify, assess
and
monitor
key risk
exposures. The risk managem
ent function involves
the following
activities, am
ong others:
a. D
efining a
risk m
anagement
strategy;
b. Identifying and
analyzing key risk exposures
relating to
economic,
environmental,
social and
governance (EESG) factors and
the achievem
ent of the organization’s stra
tegic objectives; c.
Evaluating and categorizing each
identified risk using the Com
pany’s predefined
risk categories
and param
eters; d.
Establishing a
risk register
with
clearly defined,
prioritized and
residual risks;
e. D
eveloping, a risk mitigation plan
for the most im
portant risks to the C
ompany, as defined by the risk
managem
ent strategy;
f. C
omm
unicating and
reporting
significant risk exposures including
business risks
(i.e., stra
tegic, com
pliance, operational, financial and
reputational
risks), control
issues and risk mitigation plan to the
Board Risk
Oversight
Com
mittee;
and
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 127 of 154
g. M
onitoring and
evaluating
the effectiveness of the organization’s risk m
anagement processes. “
Su
pp
lem
en
t to R
ec
om
me
nd
atio
n 1
2.4
1. C
ompany seeks external technical
support in risk managem
ent when such
competence is not available internally.
CO
MP
LIAN
T Identify source of external technical support, if any.
The com
pany seeks
external technical
support such
as the
Traffic Im
pact A
ssessment
Study and
the
company
building’s Design by A
SYA, an expert in the
in the
field of
architectural design,
providing clients with personalized service
and the best architectural design system
at the m
ost economical construction cost.
Re
co
mm
en
da
tion
12
.5
1.
In managing the com
pany’s Risk M
anagement System
, the company has a
Chief Risk O
fficer (CRO
), who is the
ultimate cham
pion of Enterprise Risk M
anagement (ERM
).
NO
N -
CO
MP
LIAN
T Identify the com
pany’s Chief Risk
Officer (C
RO) and
provide inform
ation on or reference to a docum
ent containing his/her responsibilities and qualifications/background.
Currently,
the C
ompany
has not
designated a Chief Risk O
fficer. However,
the C
ompany’s
Code
of C
orporate G
overnance provides that the Com
pany shall have a Risk O
fficer-in-Charge w
ho is the ultim
ate champion of Enterprise Risk
Managem
ent (ERM) and
has adequate authority, sta
ture, resources and support to
fulfill his/her
responsibilities, subject
to com
pany’s size, risk profile and com
plexity of operations.
2. C
RO has adequate authority, stature,
resources and support to fulfill his/her responsibilities.
NO
N -
CO
MP
LIAN
T
Ad
ditio
na
l Re
co
mm
en
da
tion
to P
rinc
iple
12
1. C
ompany’s C
hief Executive Officer and
C
hief Audit Executive attest in w
riting, at least annually, that a sound internal audit, control and
compliance system
is in place a
nd w
orking effectively.
CO
MP
LIAN
T Provide link to C
EO and
CA
E’s attestation
In this I-AC
GR, the C
EO A
ND
CA
E assure that there is a sound internal audit, control and
compliance system
that is in place and
working effectively.
Cu
ltiva
ting
a S
yn
erg
ic R
ela
tion
ship
with
Sh
are
ho
lde
rs
Prin
cip
le 1
3: The com
pany should treat all shareholders fairly and equitably, and
also recognize, protect and facilitate the exercise of their rights.
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 128 of 154
Re
co
mm
en
da
tion
13
.1
1.
Board ensures that basic shareholder rights a
re disclosed in the Manual on C
orporate G
overnance.
CO
MP
LIAN
T Provide link or reference to the com
pany’s Manual on C
orporate G
overnance where shareholders’
rights are disclosed.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides:
Pro
mo
ting
Sh
are
ho
lde
r Rig
hts
DD
shall treat all shareholders fairly and equitably, and
also recognize, protect and
facilitate the exercise of their rights.
(i) It shall be the duty of the Board to prom
ote shareholder
rights, rem
ove im
pediments to the exercise of shareholder
rights and allow
possibilities to seek redress for violation of their rights. The Board shall encourage the exercise of shareholders’ voting rights and
the solution of collective action
problems
through appropriate
mechanism
s. The
Board shall
be instrum
ental in removing excessive costs
and
other adm
inistrative or
practical im
pediments to shareholders participating
in meetings and
/or voting in person. The Board shall pave the w
ay for electronic filing
and
distribution of
shareholder inform
ation necessary to make inform
ed decisions, subject to legal constraints.
(ii) In addition to the sending of notices, open com
munications shall be m
aintained
with stockholders to encourage them
to personally
attend the
stockholders’ m
eeting. If they cannot attend, they shall be apprised ahead of tim
e of their right to
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 129 of 154
appoint a
proxy. The
Board shall
encourage active
shareholder participation
by sending
the Notice
of A
nnual and Special Shareholders’ Meeting
with sufficient and
relevant information at
least twenty eight (28) business days before
the meeting.
(iii) The
Board shall
encourage active
shareholder participation by making the
result of the votes taken during the most
recent A
nnual or Special
Shareholders’ M
eeting publicly
available the
next w
orking day. In addition, the Minutes of the
Annual and Special Shareholders’ M
eeting shall
be available
on the
Com
pany w
ebsite within five (5) business days from
the end of the m
eeting.
(iv) The Board shall comm
it to respect the follow
ing rights of the stockholders:
a. Voting Rights
b. Pre-emptive Right
c. Right of Inspection d. Right to Inform
ation e. Right to D
ividend f. A
ppraisal Right (v) It is the responsibility of the Board of D
irectors to establish an alternative dispute resolution system
to settle intra-corporate
disputes in
an am
icable and
effective m
anner. As such, the Board of D
irectors norm
ally engages the services of a neutral
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 130 of 154
third party to assist in the resolution of issues betw
een DD
and stockholders, third parties
and regulatory authorities. The alternative
dispute resolution
system
may
include arbitration, m
ediation, conciliation, early neutral
evaluation, m
ini-trial, or
any com
bination thereof,
as D
D
and
the circum
stances sees
fit. C
onsideration
is given to the need to prom
ote candor
through confidentiality of the process, the policy of fostering prom
pt, economical,
and
amicable
resolution of
disputes in
accordance with the principles of integrity
of determination by the parties, and
the policy that the decision-m
aking authority in the process rests w
ith the parties.
(vi) DD
shall establish an Investor Relations O
ffice (IRO
) to
facilitate constant
engagement w
ith its shareholders. The IRO
shall be present at every shareholders’ m
eeting.
DU
TIES TO
STA
KEH
OLD
ER
S
X
IV. R
esp
ec
ting
Rig
hts o
f Sta
ke
ho
lde
rs a
nd
Effe
ctiv
e R
ed
ress fo
r Vio
latio
n o
f Stakeholder’s Rights
The rights of stakeholders established by law
, by contractual relations and through voluntary
comm
itments
must
be respected.
Where
stakeholders’ rights
and/or interests are at stake, stakeholders
should have
the opportunity
to ob
tain
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 131 of 154
prompt effective redress for the violation of
their rights.
(i) The Board should identify the company’s
various stakeholders
and prom
ote cooperation
between
them
and
the com
pany in creating wealth, grow
th and sustainability. (ii) The Board should establish clear policies and
programs to provide a m
echanism on
the fair
treatment
and
protection of
stakeholders. (iii) The Board should adopt a transparent fram
ework
and
process that
allow
stakeholders to
comm
unicate w
ith the
company and
to obtain redress for the
violation of their rights.”
2. Board ensures that basic shareholder rights a
re disclosed on the company’s w
ebsite. C
OM
PLIA
NT
Provide link to company’s w
ebsite http://w
ww
.doubledragon.com.ph/page
/investors
Su
pp
lem
en
t to R
ec
om
me
nd
atio
n 1
3.1
1. C
ompany’s com
mon share has one vote
for one share. C
OM
PLIA
NT
The C
ompany’s com
mon share has one (1)
vote for one share. 2.
Board ensures that all shareholders of the sam
e class are treated equally with
respect to voting rights, subscrip
tion rights a
nd transfer rights.
CO
MP
LIAN
T Provide inform
ation on all classes of shares, including their voting rights if any.
The A
me
nd
ed
A
rticle
s o
f In
co
rpo
ratio
n
da
ted
Ap
ril 8, 2
016 provides:
“1. Five Billion (5,000,000,000.00) Com
mon
Shares with a par value of Ten C
entavo (P.10) per share. The stockholders shall have no pre-em
ptive right to subscribe to all issue or dispositions of shares of any class.
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 132 of 154
xxx xxx 2.Tw
o Hundred Million Preferred Shares w
ith a
par value
of O
ne Hundred
Pesos (P100.00) per share, w
ith the following rights
and privileges;
xxx xxx V
oting Rights The Preferred Shares shall have no right to vote
except on
all corporate
matters
where the law
grants such voting rights. xxx xxx
3. Board has an effective, secure, and
efficient voting system
. C
OM
PLIA
NT
Provide link to voting procedure. Indicate if voting is by poll or show
of hand
s.
Please see
Item
19 of
the D
efin
itive
In
form
atio
n S
tate
me
nt (2018):
http://ww
w.doubledragon.com
.ph/disclosures/popup/194
4. Board has an effective shareholder voting m
echanisms such as superm
ajority or “m
ajority of minority” requirem
ents to protect m
inority shareholders against a
ctions of controlling shareholders.
NO
N -
CO
MP
LIAN
T Provide inform
ation on shareholder voting m
echanisms such as
supermajority or “m
ajority of m
inority”, if any.
There is no voting mechanism
that requires “superm
ajority” or “Majority of m
inority”.
5. Board allow
s shareholders to call a special shareholders’ m
eeting and submit a
proposal for consideration or agenda item
at the A
GM
or special meeting.
CO
MP
LIAN
T Provide inform
ation on how this w
as allow
ed by board (i.e., minutes of
meeting, board resolution)
Shareholders meeting, for any purpose or
purposes, may be called by any of the
following: (a) Board of D
irectors, at its ow
n instance, or by (b) Presid
ent.
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 133 of 154
6. Board clearly articulates and
enforces policies w
ith respect to treatment of
minority shareholders.
CO
MP
LIAN
T Provide inform
ation or link/reference to the policies on treatm
ent of m
inority shareholders
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides:
Pro
mo
ting
Sh
are
ho
lde
r Rig
hts
“DD
shall treat all shareholders fairly and equitably, and
also recognize, protect and
facilitate the exercise of their rights.” 7.
Com
pany has a transparent and specific
dividend policy. C
OM
PLIA
NT
Provide information on or
link/reference to the company’s
dividend Policy. Indicate if com
pany declared dividends. If yes, indicate the num
ber of days w
ithin which the dividends
were paid after declaration. In case
the company has offered scrip-
dividends, indicate if the company
paid the dividends within 60 days
from declaration
Please see pages 97 to 99 of the Prospectus dated June 28, 2018. http://w
ww
.doubledragon.com.ph/prosp
ectus#
Op
tion
al: R
ec
om
me
nd
atio
n 1
3.1
1. C
ompany appoints an independent party
to count and/or validate the votes at the
Annual Shareholders’ M
eeting.
CO
MP
LIAN
T Identify the independent party that counted/validated the votes at the A
SM, if any.
Votes are validated and
counted by the com
pany’s Stock and Transfer A
gent, Rizal C
omm
ercial Banking
Corporation,
as adjoined
by its
Auditors,
KPMG
R.G
. M
anabat & C
o. R
ec
om
me
nd
atio
n 1
3.2
1.
Board encourages active shareholder participation by sending the N
otice of A
nnual and Special Shareholders’
Meeting w
ith sufficient and relevant
CO
MP
LIAN
T Indicate the num
ber of days before
the annual stockholders’ meeting or
special stockholders’ meeting w
hen the notice and
agenda were sent
out
The notices were sent 20 days (July 27,
2018) before
the annual
stockholders’ m
eeting (August 17, 2018).
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 134 of 154
information at least 28 days before the
meeting.
Indicate whether shareholders’
approval of remuneration or any
changes therein were included in the
agenda of the meeting.
Provide link to the Agenda included
in the com
pany’s Information
Statement (SEC
Form 20-IS)
The shareholders’
approval of
remuneration or any changes therein w
ere not
included in
the agenda
of the
meeting.
http://edge.pse.com.ph/openD
iscView
er.do?edge_no=7309233b52076dcaefdfc15ec263a54d#
sthash.pxk0duLd.dpbs
Su
pp
lem
en
tal to
Re
co
mm
en
da
tion
13
.2
1. C
ompany’s N
otice of Annual
Stockholders’ Meeting contains the
following inform
ation:
CO
MP
LIAN
T Provide link or reference to the com
pany’s notice of Annual
Shareholders’ Meeting
http://edge.pse.com.ph/openD
iscView
er.do?edge_no=7309233b52076dcaefdfc15ec263a54d#
sthash.pxk0duLd.dpbs
a. The profiles of directors (i.e., age, academ
ic qualifications, date of first appointm
ent, experience, and
directorships in other listed companies)
CO
MP
LIAN
T
b. A
uditors seeking appointment/re-
appointment
CO
MP
LIAN
T
c. Proxy docum
ents
CO
MP
LIAN
T
Op
tion
al: R
ec
om
me
nd
atio
n 1
3.2
1.
Com
pany provides rationale for the a
genda items for the annual stockholders
meeting
CO
MP
LIAN
T Provide link or reference to the rationale for the agenda item
s http://edge.pse.com
.ph/openDiscV
iewer.
do?edge_no=7309233b52076dcaefdfc15ec263a54d#
sthash.pxk0duLd.dpbs
Re
co
mm
en
da
tion
13
.3
1. Board encourages active shareholder participation by m
aking the result of the votes taken during the m
ost recent A
nnual or Special Shareholders’ Meeting
publicly available the next working day.
CO
MP
LIAN
T Provide inform
ation or reference to a docum
ent containing information on
all relevant questions raised and
answers during the A
SM and special
meeting and the results of the vote
http://edge.pse.com.ph/com
panyDisclos
ures/form.do?cm
py_id=651
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 135 of 154
taken during the most recent
ASM
/SSM.
2. M
inutes of the Annual and
Special Shareholders’ M
eetings were available on
the company w
ebsite within five business
days from the end of the m
eeting.
CO
MP
LIAN
T Provide link to m
inutes of meeting in
the company w
ebsite. Indicate voting results for all agenda item
s, including the approving, dissenting and
abstaining votes. Indicate also if the voting on resolutions w
as by poll. Include w
hether there was
opportunity to ask question and the
answers given, if any
Minutes
of the
Annual
and Special
Shareholders’ Meetings w
ere available on PSE Edge on A
ugust 17, 2018. http://edge.pse.com
.ph/companyD
isclosures/form
.do?cmpy_id=651
Su
pp
lem
en
t to R
ec
om
me
nd
atio
n 1
3.3
1. Board ensures the attendance of the external auditor and
other relevant individuals to answ
er shareholders questions during the A
SM and
SSM.
CO
MP
LIAN
T Indicate if the external auditor and
other relevant individuals w
ere present during the A
SM and/or
special meeting
Yes. The
external auditor
and other
relevant individuals were present during
the ASM
.
Re
co
mm
en
da
tion
13
.4
1.
Board makes available, at the option of a
shareholder, an alternative dispute m
echanism to resolve intra
-corporate disputes in an am
icable and effective m
anner.
CO
MP
LIAN
T Provide details of the alternative dispute resolution m
ade available to resolve intra-corporate disputes
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides:
Ge
ne
ral
Re
spo
nsib
ility
“Establish and
m
aintain an
alternative dispute resolution system
in the corporation that
can am
icably settle
conflicts or
differences between the corporation and
its stockholders, and the corporation and
third
parties, including
the regulatory
2. The alternative dispute m
echanism is
included in the company’s M
anual on C
orporate Governance.
CO
MP
LIAN
T Provide link/reference to w
here it is found in the M
anual on Corporate
Governance
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 136 of 154
authorities.”
Pro
mo
ting
Sh
are
ho
lde
r Rig
hts
“It is
the responsibility
of the
Board of D
irectors to establish an alternative dispute resolution system
to settle intra-corporate
disputes in
an am
icable and
effective m
anner. As such, the Board of D
irectors norm
ally engages the services of a neutral third party to assist in the resolution of issues betw
een DD
and stockholders, third parties
and regulatory authorities. The alternative
dispute resolution
system
may
include arbitration, m
ediation, conciliation, early neutral
evaluation, m
ini-trial, or
any com
bination thereof,
as D
D
and
the circum
stances sees
fit. C
onsideration
is given to the need to prom
ote candor
through confidentiality of the process, the policy of fostering prom
pt, economical,
and
amicable
resolution of
disputes in
accordance with the principles of integrity
of determination by the parties, and
the policy that the decision-m
aking authority in the process rests w
ith the parties.”
Re
co
mm
en
da
tion
13
.5
1. Board establishes an Investor Relations O
ffice (IRO) to ensure constant
engagement w
ith its shareholders.
CO
MP
LIAN
T D
isclose the contact details of the officer/office responsible for investor relations, such as:
1. Nam
e of the person 2. Telephone num
ber 3. Fax num
ber 4. E-m
ail address
1. Mr. Jose D
esales 2. +632 856 7111 3. +632 856 9111 4. investors@
doubledragon.com.ph
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 137 of 154
2. IRO
is present at every shareholder’s m
eeting. C
OM
PLIA
NT
Indicate if the IRO w
as present during the A
SM.
Yes, the IRO w
as present during the ASM
.
Su
pp
lem
en
tal R
ec
om
me
nd
atio
ns to
Prin
cip
le 1
3 1.
Board avoids anti-takeover measures or
similar devices that m
ay entrench ineffective m
anagement or the existing
controlling shareholder group
CO
MP
LIAN
T Provide inform
ation on how anti-
takeover measures or sim
ilar devices
were avoided by the board, if any.
The anti-takeover
measures
or sim
ilar devices
were
avoided by
allowing
stockholders to participate and exercise their voting rights and
their right to be voted
upon, as
well
as increase
their shareholdings.
2. C
ompany has at least thirty percent (30%
) public float to increase liquidity in the m
arket.
CO
MP
LIAN
T Indicate the com
pany’s public float. 30%
Op
tion
al: P
rinc
iple
13
1. C
ompany has policies and
practices to encourage shareholders to engage w
ith the com
pany beyond the Annual
Stockholders’ Meeting
D
isclose or provide link/reference to policies and
practices to encourage shareholders’ participation beyond A
SM
2. C
ompany practices secure electronic
voting in absentia at the Annual
Shareholders’ Meeting.
CO
MP
LIAN
T D
isclose the process and procedure
for secure electronic voting in absentia, if any.
Voting during Shareholders M
eeting are either in person or by proxy through ballot.
Du
ties to
Sta
ke
ho
lde
rs
Prin
cip
le 1
4: The rights of stakeholders established by law
, by contractual relations and through voluntary com
mitm
ents must be respected. W
here sta
keholders’ rights and/or interests are at stake, stakeholders should have the opportunity to obtain prom
pt effective redress for the violation of
their rights. R
ec
om
me
nd
atio
n 1
4.1
1. Board identifies the com
pany’s various stakeholders and prom
otes cooperation betw
een them and
the company in
creating wealth, grow
th and sustainability.
CO
MP
LIAN
T Identify the com
pany’s shareholder and
provide information or reference
to a document containing
information on the com
pany’s
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides:
Pro
mo
ting
Sh
are
ho
lde
r Rig
hts
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 138 of 154
policies and program
s for its stakeholders.
“DD
shall treat all shareholders fairly and equitably, and
also recognize, protect and
facilitate the exercise of their rights.
(i) It shall be the duty of the Board to prom
ote shareholder
rights, rem
ove im
pediments to the exercise of shareholder
rights and allow
possibilities to seek redress for violation of their rights. The Board shall encourage the exercise of shareholders’ voting rights and
the solution of collective action
problems
through appropriate
mechanism
s. The
Board shall
be instrum
ental in removing excessive costs
and
other adm
inistrative or
practical im
pediments to shareholders participating
in meetings and
/or voting in person. The Board shall pave the w
ay for electronic filing
and
distribution of
shareholder inform
ation necessary to make inform
ed decisions, subject to legal constraints. (ii) In addition to the sending of notices, open com
munications shall be m
aintained w
ith stockholders to encourage them to
personally attend
the stockholders’
meeting. If they cannot attend, they shall
be apprised ahead of time of their right to
appoint a
proxy. The
Board shall
encourage active
shareholder participation
by sending
the Notice
of A
nnual and Special Shareholders’ Meeting
with sufficient and
relevant information at
least twenty eight (28) business days before
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 139 of 154
the meeting.
(iii) The
Board shall
encourage active
shareholder participation by making the
result of the votes taken during the most
recent A
nnual or Special
Shareholders’ M
eeting publicly
available the
next w
orking day. In addition, the Minutes of the
Annual and Special Shareholders’ M
eeting shall
be available
on the
Com
pany w
ebsite within five (5) business days from
the end of the m
eeting. (iv) The Board shall com
mit to respect the
following rights of the stockholders:
a. V
oting Rights b. Pre-em
ptive Right c. Right of Inspection d. Right to Inform
ation e. Right to D
ividend f. A
ppraisal Right (v) It is the responsibility of the Board of D
irectors to establish an alternative dispute resolution system
to settle intra-corporate
disputes in
an am
icable and
effective m
anner. As such, the Board of D
irectors norm
ally engages the services of a neutral third party to assist in the resolution of issues betw
een DD
and stockholders, third parties
and regulatory authorities. The alternative
dispute resolution
system
may
include arbitration, m
ediation, conciliation, early neutral
evaluation, m
ini-trial, or
any
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 140 of 154
combination
thereof, as
DD
and
the
circumstances
sees fit.
Consid
eration is
given to the need to promote cand
or through confidentiality of the process, the policy of fostering prom
pt, economical,
and
amicable
resolution of
disputes in
accordance with the principles of integrity
of determination by the parties, and
the policy that the decision-m
aking authority in the process rests w
ith the parties. (vi) D
D shall establish an Investor Relations
Office
(IRO)
to facilitate
constant engagem
ent with its shareholders. The IRO
shall be present at every shareholders’ m
eeting.
DU
TIES TO
STA
KEH
OLD
ER
S
Re
spe
ctin
g R
igh
ts of S
tak
eh
old
ers a
nd
Effe
ctiv
e R
ed
ress fo
r Vio
latio
n o
f Stakeholder’s Rights
“The rights of stakeholders established by law
, by contractual relations and through voluntary
comm
itments
must
be respected.
Where
stakeholders’ rights
and/or interests are at stake, stakeholders
should have
the opportunity
to ob
tain prom
pt effective redress for the violation of their rights.
(i) The Board should identify the com
pany’s various
stakeholders and
promote
cooperation betw
een them
and
the
company in creating w
ealth, growth and
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 141 of 154
sustainability. (ii) The Board should establish clear policies and
programs to provide a m
echanism on
the fa
ir treatm
ent and
protection
of stakeholders. (iii) The Board should adopt a transparent fram
ework
and
process that
allow
stakeholders to
comm
unicate w
ith the
company and
to obtain redress for the
violation of their rights.”
Re
co
mm
en
da
tion
14
.2
1.
Board establishes clear policies and program
s to provide a mechanism
on the fair treatm
ent and protection of
stakeholders.
CO
MP
LIAN
T Identify policies and
programs for the
protection and fair treatm
ent of com
pany’s stakeholders
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides:
Pro
mo
ting
Sh
are
ho
lde
r Rig
hts
“DD
shall treat all shareholders fairly and equitably,
and
also recognize,
protect and
facilitate the exercise of their rights.
(i) It shall be the duty of the Board to prom
ote shareholder
rights, rem
ove im
pediments to the exercise of shareholder
rights and allow
possibilities to seek redress for violation of their rights. The Board shall encourage the exercise of shareholders’ voting rights and
the solution of collective action
problems
through appropriate
mechanism
s. The
Board shall
be
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 142 of 154
instrumental in rem
oving excessive costs and
other
administrative
or practical
impedim
ents to shareholders participating in m
eetings and/or voting in person. The
Board shall pave the way for electronic
filing and
distribution
of shareholder
information necessary to m
ake informed
decisions, subject to legal constraints. (ii) In addition to the sending of notices, open com
munications shall be m
aintained w
ith stockholders to encourage them to
personally attend
the stockholders’
meeting. If they cannot attend, they shall
be apprised ahead of time of their right to
appoint a
proxy. The
Board shall
encourage active
shareholder participation
by sending
the Notice
of A
nnual and Special Shareholders’ Meeting
with sufficient and
relevant information at
least twenty eight (28) business days before
the meeting.
(iii) The
Board shall
encourage active
shareholder participation by making the
result of the votes taken during the most
recent A
nnual or Special
Shareholders’ M
eeting publicly
available the
next w
orking day. In addition, the Minutes of the
Annual and Special Shareholders’ M
eeting shall
be available
on the
Com
pany w
ebsite within five (5) business days from
the end of the m
eeting.
(iv) The Board shall comm
it to respect the follow
ing rights of the stockholders:
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 143 of 154
a. V
oting Rights b. Pre-em
ptive Right c. Right of Inspection d. Right to Inform
ation e. Right to D
ividend f. A
ppraisal Right (v) It is the responsibility of the Board of D
irectors to establish an alternative dispute resolution system
to settle intra-corporate
disputes in
an am
icable and
effective m
anner. As such, the Board of D
irectors norm
ally engages the services of a neutral third party to assist in the resolution of issues betw
een DD
and stockholders, third parties
and regulatory authorities. The alternative
dispute resolution
system
may
include arbitration, m
ediation, conciliation, early neutral
evaluation, m
ini-trial, or
any com
bination thereof,
as D
D
and
the circum
stances sees
fit. C
onsideration
is given to the need to prom
ote candor
through confidentiality of the process, the policy of fostering prom
pt, economical,
and
amicable
resolution of
disputes in
accordance with the principles of integrity
of determination by the parties, and
the policy that the decision-m
aking authority in the process rests w
ith the parties.
(vi) DD
shall establish an Investor Relations O
ffice (IRO
) to
facilitate constant
engagement w
ith its shareholders. The IRO
shall be present at every shareholders’
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 144 of 154
meeting.”
DU
TIES TO
STA
KEH
OLD
ER
S
Re
spe
ctin
g R
igh
ts of S
tak
eh
old
ers a
nd
Effe
ctiv
e R
ed
ress fo
r Vio
latio
n o
f Stakeholder’s Rights
The rights of stakeholders established by law
, by contractual relations and through voluntary
comm
itments
must
be respected.
Where
stakeholders’ rights
and/or interests are at stake, stakeholders
should have
the opportunity
to ob
tain prom
pt effective redress for the violation of their rights.
(i) The Board should identify the com
pany’s various
stakeholders and
promote
cooperation betw
een them
and
the
company in creating w
ealth, growth and
sustainability. (ii) The Board should establish clear policies and
programs to provide a m
echanism on
the fair
treatment
and
protection of
stakeholders. (iii) The Board should adopt a transparent fram
ework
and
process that
allow
stakeholders to
comm
unicate w
ith the
company and
to obtain redress for the
violation of their rights.”
SEC Form – I-ACGR * Updated 21Dec2017 Page 145 of 154
Recommendation 14.3 1. Board adopts a transparent framework
and process that allow stakeholders to communicate with the company and to obtain redress for the violation of their rights.
COMPLIANT Provide the contact details (i.e., name of contact person, dedicated phone number or e-mail address, etc.) which stakeholders can use to voice their concerns and/or complaints for possible violation of their rights. Provide information on whistleblowing policy, practices and procedures for stakeholders
The Investor Relations Department with contact number +632 856-7111 The May 30, 2017 Revised Code of Corporate Governance of DoubleDragon Properties Corp., provides that: “The Board should establish a suitable framework for whistleblowing that allows employees to freely communicate their concerns about illegal or unethical practices, 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 Board should be conscientious in establishing the framework, as well as in supervising and ensuring its enforcement.” Below is the information regarding the whistleblowing policy: http://www.doubledragon.com.ph/files/reports/Whistle-blowing_Policy.pdf
Supplement to Recommendation 14.3 1. Company establishes an alternative
dispute resolution system so that conflicts and differences with key stakeholders is settled in a fair and expeditious manner.
COMPLIANT Provide information on the alternative dispute resolution system established by the company.
The May 30, 2017 Revised Code of Corporate Governance of DoubleDragon Properties Corp., provides that:
“It is the responsibility of the Board of Directors to establish an alternative dispute resolution system to settle intra-corporate disputes in an amicable and effective
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 146 of 154
manner. A
s such, the Board of Directors
normally engages the services of a neutral
third party to assist in the resolution of issues betw
een DD
and stockholders, third parties
and regulatory authorities. The alternative
dispute resolution
system
may
include arbitration, m
ediation, conciliation, early neutral
evaluation, m
ini-trial, or
any com
bination thereof,
as D
D
and
the circum
stances sees
fit. C
onsideration
is given to the need to prom
ote candor
through confidentiality of the process, the policy of fostering prom
pt, economical,
and
amicable
resolution of
disputes in
accordance with the principles of integrity
of determination by the parties, and
the policy that the decision-m
aking authority in the process rests w
ith the parties.” A
dd
ition
al R
ec
om
me
nd
atio
ns to
Prin
cip
le 1
4
1. C
ompany does not seek any exem
ption from
the application of a law, rule or
regulation especially when it refers to a
corporate governance issue. If an exem
ption was sought, the com
pany discloses the reason for such action, as w
ell as presents the specific steps being taken to finally com
ply with the applicable
law, rule or regulation.
CO
MP
LIAN
T D
isclose any requests for exemption
by the company and
the reason for the request.
The company requests for the exem
ption from
registration of the shares covered by
the Employee Stock O
ption Plan (ESOP)
since it
is not
necessary in
the public
interest or
for the
protection of
the C
orporation’s investors by reason of the sm
all am
ount involved
or the
limited
character of the public offering.
2. C
ompany respects intellectual property
rights.
CO
MP
LIAN
T Provide specific instances, if any.
Please see
pages 180
to 182
of the
Prospectus dated June 28, 2018: http://w
ww
.doubledragon.com.ph/prosp
ectus#
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 147 of 154
Op
tion
al: P
rinc
iple
14
1. C
ompany discloses its policies and
practices tha
t address customers’ w
elfare
CO
MP
LIAN
T Identify policies, program
s and practices tha
t address customers’
welfare or provide link/reference to a
document containing the sam
e.
Concerns of custom
ers can be conveyed to
the com
pany through
its C
ustomer
Care.
http://ww
w.doubledragon.com
.ph/page/contact-us
2. C
ompany discloses its policies and
practices tha
t address supplier/contractor selection procedures
CO
MP
LIAN
T Identify policies, program
s and practices tha
t address supplier/contractor selection procedures or provide link/reference to a docum
ent containing the same.
The company has adopted a policy on the
accreditation and selection of suppliers
and contractors through bidding.
Prin
cip
le 1
5: A
mechanism
for employee participation should be developed to create a sym
biotic environment, realize the com
pany’s goals and pa
rticipate in its corporate governance processes. R
ec
om
me
nd
atio
n 1
5.1
1. Board establishes policies, program
s and
procedures that encourage employees to
actively participate in the realization of the
company’s goals and
in its governance.
CO
MP
LIAN
T Provide inform
ation on or link/reference to com
pany policies, program
s and procedures that
encourage employee participation.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides:
Encouraging Employees’ Particip
atio
n
“A m
echanism for em
ployee participation should
be developed
to create
a
symbiotic
environment,
realize the
company’s goals and
participate in its corporate governance processes.
(i)
The Board
should establish
policies, program
s and procedures that encourage
employees to actively participate in the
realization of the company’s goals and in
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 148 of 154
its governance.
(ii) The Board should set the tone and m
ake a
stand
against corrupt
practices by
adopting an anti-corruption policy and program
in its Code of C
onduct. Further, the Board should dissem
inate the policy and
program to em
ployees across the organization through trainings to em
bed them
in the company’s culture.
(iii) The Board should establish a suitable fram
ework for w
histleblowing that allow
s em
ployees to freely comm
unicate their concerns
about illegal
or unethical
practices, without fear of retaliation and to
have direct access to an independent m
ember of the Board or a unit crea
ted to handle
whistleblow
ing concerns.
The Board
should be
conscientious in
establishing the framew
ork, as well as in
supervising and ensuring its enforcement.”
Su
pp
lem
en
t to R
ec
om
me
nd
atio
n 1
5.1
1.
Com
pany has a reward/com
pensation policy that accounts for the perform
ance of the com
pany beyond short-term
financial measures.
CO
MP
LIAN
T D
isclose if company has in place a
merit-based perform
ance incentive m
echanism such as an em
ployee stock option plan (ESO
P) or any such schem
e that awards and
incentivizes em
ployees, at the same tim
e aligns their interests w
ith those of the shareholders.
The Com
pany has in place a merit-based
performance incentive m
echanism such
as an
ESOP
for the
mem
bers of
the Executive
Com
mittee
and
Regular Em
ployees of the company holding the
rank of
officer or
higher that
was
unanimously approved by the Board of
Directors
on N
ovember
11, 2015.
Its coverage w
as expanded to include rank
and file em
ployees pursuant to a Board Resolution dated D
ecember 8, 2016, w
hich
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 149 of 154
was
approved during
the Board
of D
irectors meeting held at the 16
th floor of 6750 Building, A
yala Avenue, Makati C
ity.
2. C
ompany has policies and
practices on health, safety and
welfare of its
employees.
CO
MP
LIAN
T D
isclose and provide inform
ation on policies and
practices on health, safety and
welfare of em
ployees. Include statistics and
data, if any.
http://ww
w.doubledragon.com
.ph/files/reports/Policy_on_the_Health,Safety_W
elfare_of_Em
ployees.pdf
3. C
ompany has policies and
practices on training and
development of its
employees.
CO
MP
LIAN
T D
isclose and provide inform
ation on policies and
practices on training
and developm
ent of employees.
Include information on any training
conducted or attended.
The company is continuously training and
developing their
employees
by conducting sem
inars and/or trainings from
tim
e to time.
The following are the
trainings/seminars
conducted by
the com
pany for
its em
ployees:
Train
ing
D
ate
Hotel of A
sia Strategic Planning Sem
inar January 3, 2018 to
January 5, 2018 Tax
Reform
Acceleration
and
Inclusion (Trai)n
Law
Seminar
February 22, 2018
Leadership
Training Sem
inar A
pril 6, 2018 and A
pril 11, 2018
Time
and
Stress M
anagem
ent Sem
inar
May 4, 2018
May 11, 2018
May 18, 2018
June 1, 2018 C
ustomer
Service Training
April 12, 2018
In House
Custom
er Service Training
June 5, 2018
Training Managem
ent June 20, 2019
Health
and W
ellness Sem
inar June 29, 2018
SEC Form – I-ACGR * Updated 21Dec2017 Page 150 of 154
Fitness Activity for Employees
July 6, 2018
Orientation and Seminar on Email Systems Upgrade
July 9, 2018
Advanced Excel Training
August 11, 2018
Crafting HR Policies and Contract Training
August 24, 2018
Data Privacy Seminar August 24, 2018 Financial Wellness Seminar
September 14, 2018
Work Attitude and Values Enhancement Seminar
October 5, 2018
Seminar on Tax Updates
October 22, 2018 to October 23, 2018
Electrical Engineers Convention
November 14, 2018 to November 17, 2018
Mechanical Engineers Convention
October 10, 2018 to October 13, 2018
PCO Training September 11, 2018 to September 14,
2018 KPMG Seminar Go for 120
September 11, 2018 September 12, 2018 September 26, 2018
Recommendation 15.2 1. Board sets the tone and makes a stand
against corrupt practices by adopting an anti-corruption policy and program in its Code of Conduct.
COMPLIANT Identify or provide link/reference to the company’s policies, programs and practices on anti-corruption
The May 30, 2017 Revised Code of Corporate Governance of DoubleDragon Properties Corp., provides:
Encouraging Employees’ Participation
“The Board should set the tone and make a stand against corrupt practices by adopting an anti-corruption policy and
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 151 of 154
program in its C
ode of Conduct. Further,
the Board should disseminate the policy
and program
to employees across the
organization through trainings to embed
them in the com
pany’s culture.” The
company’s
Code
of C
onduct effective February 19, 2018 provides for the anti-corruption policy, such as: “Bribing, soliciting or accepting any favor, m
oney, gifts, or anything of value from
anyone.” And the penalty for com
mission
of which is dism
issal. 2.
Board disseminates the policy and
program
to employees across the
organization through trainings to embed
them in the com
pany’s culture.
CO
MP
LIAN
T Identify how
the board disseminated
the policy and program
to em
ployees across the organization
The policy
against anti-corruption
was
disseminated
through the
organization through electronic m
ail.
Su
pp
lem
en
t to R
ec
om
me
nd
atio
n 1
5.2
1. C
ompany has clear and
stringent policies a
nd procedures on curbing and
penalizing em
ployee involvement in offering, paying
and
receiving bribes.
CO
MP
LIAN
T Identify or provide link/reference to the com
pany policy and procedures
on penalizing employees involved in
corrupt practices. Include any finding of violations of the com
pany policy.
The Code of C
onduct effective February 19, 2018 provides for the dism
issal for the first offense of an em
ployee who bribes,
solicits or accepts any favor, m
oney, gifts, or anything of value from
anyone.
Re
co
mm
en
da
tion
15
.3 1.
Board establishes a suitable framew
ork for w
histleblowing that allow
s employees to
freely comm
unicate their concerns about illegal or unethical practices, w
ithout fear of retaliation
CO
MP
LIAN
T D
isclose or provide link/reference to the com
pany whistle-blow
ing policy and
procedure for employees.
Indicate if the framew
ork includes procedures to protect the em
ployees from retaliation.
The M
ay 30,
2017 R
ev
ised
C
od
e
of
Co
rpo
rate
Go
ve
rna
nc
e of DoubleD
ragon Properties C
orp., provides:
Encouraging Employees’ Participation
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 152 of 154
Provide contact details to report any illegal or unethical behavior.
“A m
echanism for em
ployee participation should
be developed
to create
a
symbiotic
environment,
realize the
company’s goals and
participate in its corporate governance processes.”
“The
Board should
establish a
suitable fram
ework for w
histleblowing that allow
s em
ployees to freely comm
unicate their concerns
about illegal
or unethical
practices, without fear of retaliation and to
have direct access to an independent m
ember of the Board or a unit crea
ted to handle
whistleblow
ing concerns.
The Board
should be
conscientious in
establishing the framew
ork, as well as in
supervising and ensuring its enforcement.”
Below
is the
information
regarding the
whistleblow
ing policy: http://w
ww
.doubledragon.com.ph/files/r
eports/Whistle-blow
ing_Policy.pdf
2. Board establishes a suitable fram
ework for
whistleblow
ing that allows em
ployees to have direct access to an independent m
ember of the Board or a unit created to
handle whistleblow
ing concerns.
CO
MP
LIAN
T
3. Board supervises and
ensures the enforcem
ent of the whistleblow
ing fram
ework.
CO
MP
LIAN
T Provide inform
ation on how the
board supervised and ensured
enforcement of the w
histleblowing
framew
ork, including any incident of w
histleblowing.
P
rinc
iple
16
: The company should be socially responsible in all its dealings w
ith the comm
unities where it operates. It should ensure that its
interactions serve its environment and
stakeholders in a positive and progressive manner that is fully supportive of its com
prehensive and balanced
development.
Re
co
mm
en
da
tion
16
.1
1.
Com
pany recognizes and places im
portance on the interdependence betw
een business and society, and
prom
otes a mutually beneficial
relationship that allows the com
pany to
CO
MP
LIAN
T Provide inform
ation or reference to a docum
ent containing information on
the company’s com
munity
involvement and
environment-
related programs.
Last A
pril 21,
2018, the
company
conducted an outreach activity entitled
“Brigada Eskwela” conducted at Buhay na
Tubig
Elementary
School. This
activity
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 153 of 154
grow its business, w
hile contributing to the a
dvancement of the society w
here it operates.
facilitates the preparation of public schools for the opening of classes. D
oubleDragon
Properties C
orp. is
continually supporting the Jollibee Foods C
orporation’s initiatives specifically in the areas
of education,
youth and
entrepreneurship. The program
s which the
company supported include:
a.
Farmer
Entrepreneurship Program
for A
groenterprise Developm
ent to help FEP farm
er leaders. b.
Busog, Lusog, Talino (BLT) School Feeding
Program
that aim
s to
effectively provide nutritious food to school children.
Project A
CE
Scholarships that
provides tertiary
education scholarships
to underprivileged
Op
tion
al: P
rinc
iple
16
1. C
ompany ensures that its value chain is
environmentally friendly or is consistent
with prom
oting sustainable development
CO
MP
LIAN
T Identify or provide link/reference to policies, program
s and practices to ensure that its value chain is environm
entally friendly or is consistent w
ith promoting sustainable
development.
The com
pany is
promoting
sustainable developm
ent through green technology. The C
ompany has been pre-certified for a
silver Leadership in Energy & Environm
ental D
esign (“LEED
”) certification
for D
oubleDragon Plaza.
2. C
ompany exerts effort to interact positively
with the com
munities in w
hich it operates C
OM
PLIA
NT
Identify or provide link/reference to policies, program
s and practices to interact positively w
ith the com
munities in w
hich it operates.
http://ww
w.doubledragon.com
.ph/page/corporate-social-responsibility The com
pany also has some activities such
as A
dopt a
School, G
o Lokal
and com
munity activities conducted in every
CityM
alls such as developmental training
SEC Form – I-ACG
R * Updated 21D
ec2017 Page 154 of 154
for children, taekwondo sum
mer cam
p, sum
mer youth cam
p, dance workshop,
Friday M
ass, and
all
other com
munity-
related activities.