Enterprise Risk Management System
Pepsi Cola Products Philippines, Inc. (PCPPI) implements a strong Enterprise Risk Management System to monitor and manage its strategic, regulatory, operational and financial risks. ERMS helps manage risks by collaborating with internal departments and external stakeholders to identify most proper and ideal practices, controls, and processes to address the needs of PCPPI.
The aim of this policy is to encourage employees and others who have serious concerns about any aspect of the PCPPI’s work to come forward and voice those concerns. Through the use of the Speak Up Line Directors, Senior Managers, and Employees can report corporate concerns so that proper action may be taken. The policy is designed to ensure that employees can raise their concerns about wrongdoing or malpractice within the company without fear of victimization, subsequent discrimination, disadvantage or dismissal.
Conflict of Interest Policy
Places requirements for all directors, officers and employees of PCPPI to observe the highest degree of transparency, selflessness and integrity in line with the company’s core values in the performance of their duties and responsibilities, free from any form of conflict with personal interest. It aims that employees should avoid any activity and interest that could influence, or appear to be influenced, by personal or family interests.
Insider Trading Policy
This policy regulates and guides trading of shares by PCPPI’s executives, officers and employees with direct access to unpublished information relating to the company’s financial and operating results, in the interest of corporate governance and transparency. Unless authorized or legally mandated by Directors, Senior Management, and Employees shall maintain and safeguard the confidentiality of any information entrusted by the company and other parties with whom the company relates.
Related Party Transactions
This relates to company’s policies and procedures for the review, approval or ratification, monitoring and recording of related party transactions between and among the company and its parent, joint ventures, subsidiaries, associates, affiliates, substantial stockholders, officers and directors, including their spouses, children and dependent siblings and parents and of interlocking director relationships of members of the Board.
Related party relationship exists when one party has ability to control, directly or indirectly, through one or more intermediaries, the other party or exercise significant influence over the other party in making the financial and operating decisions. Such relationship also exists between and/or among entities which are under common control with the reporting enterprises, or between and/or among the reporting enterprises and their key management personnel, directors, or its stockholders.
|Related Party Transactions||Policies and Procedures|
|(1) Parent Company||The Company does not have any parent company, joint venture arrangement and any subsidiary.|
|(2) Joint Ventures|
|(4) Entities Under Common Control||Related party transactions, including overlapping interests in the company, shall be disclosed to the Board and any material transaction involving such interests shall be similarly disclosed|
|(5) Substantial Stockholders|
|(6) Officers including spouse/children/siblings/parents|
|(7) Directors including spouse/children/siblings/parents||Related party transactions shall be conducted in terms that are at least comparable to normal commercial practices to safeguard the best interest of the Corporation, its stockholders, creditors, policyholders and claimants.|
MATERIAL RELATED PARTY TRANSACTIONS
It is the policy of Pepsi-Cola Products Philippines, Inc. that all related party transactions are conducted on an arm’s length basis and under fair terms. In order to ensure that no stakeholder is unduly disadvantaged by RPTs, the Company shall evaluate on an ongoing basis the existing relations with counterparties to ensure that all Related Parties are continuously identified, RPTs are continuously monitored, and subsequent changes in relations with counterparties are captured and disclosed.
Pursuant to this policy, the Board of Directors has adopted this Policy on Material Related Party Transactions. This Policy complies with the minimum requirements set out in Securities and Exchange Commission Memorandum Circular No. 10, Series of 2019, or the Rules on Material Related Party Transactions for Publicly-Listed Companies. The Policy shall be revised from time to time as the Board of Directors may see fit, including to ensure that the Policy reflects the prevailing laws, regulations, and good governance practices.