Disclosure and Transparency
The essence of corporate governance is transparency. The more transparent the internal workings of the Corporation are, the more difficult it will be for Management and dominant shareholders to mismanage the Corporation or misappropriate its assets.
It is therefore essential that all material information about the Corporation which could adversely affect its viability or the interests of the shareholders and other stakeholders should be publicly and timely disclosed. Such information should include among others, earnings results, acquisition or disposition of assets, off balance sheet transactions, and direct and indirect remuneration of members of the Board and Management.
The Board therefore commits at all times to full disclosure of material information. It shall cause the filing of all required information through the appropriate Philippine Stock Exchange mechanisms for listed companies and submissions to the Securities and Exchange Commission for the interest of its shareholders and other stakeholders. The Corporation’s disclosures may be accessed through [URL].
The Corporation shall make a full, fair, accurate and timely disclosure to the public of every material fact or event that occurs, particularly on the acquisition or disposal of significant assets, which could adversely affect the viability or the interest of its shareholders and other stakeholders.
Transparent Ownership Structure
The Corporation timely discloses information on those who own or have beneficial ownership of at least 5% of the shares of the company through its General Information Sheet and Annual Report. These can be accessed at https://www.megaworldcorp.com/investors/company-disclosures/general-information-sheet and https://www.megaworldcorp.com/investors/company-disclosures/annual-reports
The Board shall establish corporate disclosure policies and procedures to ensure a comprehensive, accurate, reliable and timely report to shareholders and other stakeholders that give a fair and complete picture of a Corporation’s financial condition, results and business operations. The financial information is disclosed through the annual reports and quarterly reports which may be accessed at https://www.megaworldcorp.com/investors/company-disclosures/annual-reports and https://www.megaworldcorp.com/investors/company-disclosures/quarterly-reports.
Board of Directors
The Board shall fully disclose all relevant and material information on individual board members and key executives to evaluate their experience and qualifications, and assess any potential conflicts of interest that might affect their judgment. The background of the directors can be found in the 2022 Annual Report [https://www.megaworldcorp.com/investors/company-disclosures/annual-reports].
Non-executive and independent members of the Board receive a standard per diem for attendance in Board and Board committee meetings. The Company paid to the non-executive and independent directors per diem amounting to Php625,000 in 2022, Php700,000 in 2021 and Php700,000 in 2020. For 2023, the Company has allocated Php775,000 for the per diem of non-executive and independent directors. Other than payment of the per diem, there are no arrangements pursuant to which any director of the Company was compensated, or is to be compensated, directly or indirectly, during the year ended 31 December 31, 2022 and the ensuing year, for any service provided as a director. A summary of the aggregate compensation paid to Corporation’s Chief Executive Officer and the four most highly compensated executive officers as a group for the fiscal years 2022 and 2021 and the estimate for 2023 can be found in the 2022 Annual Report [https://www.megaworldcorp.com/investors/company-disclosures/annual-reports].
The Corporation recognizes and places an importance on the interdependence between business and society, and promotes a mutually beneficial relationship that allows to grow its business while contributing to the advancement of the society where it operates.
The Corporation should ensure that the material and reportable non-financial and sustainability issues are disclosed. The Corporation’s annual Sustainability Reports may be accessed through https://www.megaworldcorp.com/investors/sites/investors/files/2022-06/MEG%20Annual%20and%20Sustainability%20Report%202021.pdf.