Corporate Information
ORGANIZATION STRUCTURE
COMPLIANCE OFFICER
MANUEL T. DEL BARRIO
Vice-President
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MANUEL T. DEL BARRIO
Vice-President
Manuel T. Del Barrio was first elected Vice President and Chief Financial Officer on March 31, 2016. He was elected Chief Risk Officer and Chief Information Officer on May 23, 2018. He also serves as the Company's Compliance Officer. He was previously the Assistant Vice President for Finance of CNPF and The Pacific Meat Company, Inc. He previously worked as an Industrial Accounting Manager in TEMIC Telefunken Semiconductors, Inc. and held accounting positions in Hooven Philippines and Sanara, Inc. He has a degree in Bachelor of Science in Business Administration from the University of the East and holds a Master in Business Administration (Regis Program) from the School of Business of the Ateneo de Manila University. He is a Certified Public Accountant and a Certified Management Accountant.
BOARD COMMITTEES
AUDIT COMMITTEE
The Audit Committee is responsible for overseeing the senior management in establishing and maintaining an adequate, effective, and efficient internal control framework. It ensures that systems and processes are designed to provide assurance in areas including reporting, monitoring compliance with laws, regulations and internal policies, efficiency and effectiveness of operations, and safeguarding of assets.
Fernan Victor P. Lukban
Lead Independent Director
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Fernan Victor P. Lukban
Lead Independent Director
Fernan Victor P. Lukban was first elected an Independent Director of the Company on October 14, 2016. He was elected as Lead Independent Director on May 23, 2018. He is a well-recognized consultant in family business, strategy, entrepreneurship and governance. Mr. Lukban holds undergraduate degrees in Mechanical and Industrial Engineering from De La Salle University, an MSc in Industrial Economics from the Center for Research & Communication, now University of Asia & the Pacific, and an MBA from IESE, Barcelona, Spain. He spent much of his early professional years in academia, helping establish the University of Asia & the Pacific where he currently participates as a consultant, mentor, and guest lecturer. He is a founding fellow of the Institute of Corporate Directors and International Fellow of the Australian Institute of Company Directors. He served as an Independent Director of ALCO from 2011 to 2016 and is currently serving as an Independent Director of CNPF and a Director of Central Azucarera de Tarlac, Inc. (a company listed on the PSE).
RICARDO GABRIEL T. PO, JR.
Director, Vice-Chairman of the Board
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RICARDO GABRIEL T. PO, JR.
Director, Vice-Chairman of the Board
Ricardo Gabriel T. Po was elected as the Company’s Vice Chairman on October 5, 2016 and has been its Vice-Chairmansince March 31, 2016. He is also Vice Chairman of CNPF. He graduated magna cum laude from Boston University with a Bachelor of Science degree in Business Management in 1990. He also took the Executive Program (Owner-President Management Program) at Harvard Business School in 2000. He is also a Vice Chairman of the board of directors and serves on the executive committee of ALCO.
Paulo Campos
Independent Director
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Paulo Campos
Independent Director
Paulo L. Campos III was first elected an Independent Director of the Company on October 14, 2016. Mr. Campos is theco-founder and Chief Executive Officer of ZALORA Philippines, having founded the company in the late 2011. Prior to ZALORA, he was a management consultant with The Boston Consulting Group in Singapore where he worked with companies across the region on issues related to business development, organizational development, investor communications and strategy. Mr. Campos holds a Master in Business Administration from Harvard Business School and graduated magna cum laude from Princeton University with a degree from its Woodrow Wilson School of Public and International Affairs. After university, he was employed with Ayala Land, Inc. as Special Assistant to the President until 2008.
CORPORATE GOVERNANCE
Corporate Governance Committee Charter
The Corporate Governance Committee is tasked to assist the Board of Directors of the Company in the performance of its corporate governance responsibilities, including the functions of a Nomination and Remuneration Committee.
Paulo Campos
Independent Director
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Paulo Campos
Independent Director
<p>Paulo L. Campos III was first elected an Independent Director of the Company on October 14, 2016. Mr. Campos is theco-founder and Chief Executive Officer of ZALORA Philippines, having founded the company in the late 2011. Prior to ZALORA, he was a management consultant with The Boston Consulting Group in Singapore where he worked with companies across the region on issues related to business development, organizational development, investor communications and strategy. Mr. Campos holds a Master in Business Administration from Harvard Business School and graduated magna cum laude from Princeton University with a degree from its Woodrow Wilson School of Public and International Affairs. After university, he was employed with Ayala Land, Inc. as Special Assistant to the President until 2008.</p>
FRANCES J. YU
Independent Director
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FRANCES J. YU
Independent Director
<p>Frances J. Yu was elected as the Company’s Independent Director on August 16, 2018. She concurrently serves as the Chief Retail Strategist of Mansmith and Fielders, Inc., the largest marketing and sales training company in the Philippines. She was previously the Vice President and Business Unit Head of Rustan’s Supermarket and the Vice President and Head of Marketing Operations for Rustan’s Supercenters, Inc. Ms. Frances J. Yu founded FJY Consulting, Inc., a corporate marketing and management consulting company which she managed as President. She was also the Vice President and General Manager of a marketing research and consulting firm catering to the top 500 corporations in several sectors. From 2003 to 2005, she served as the Chairperson for the National Retail Conference and Stores Asia Expo (NRCE) Programs Committee of the Philippine Retailers Association. She graduated summa cum laude from Fordham University, New York with a Bachelor of Arts degree in English Literature.</p>
Fernan Victor P. Lukban
Lead Independent Director
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Fernan Victor P. Lukban
Lead Independent Director
<p>Fernan Victor P. Lukban was first elected an Independent Director of the Company on October 14, 2016. He was elected as Lead Independent Director on May 23, 2018. He is a well-recognized consultant in family business, strategy, entrepreneurship and governance. Mr. Lukban holds undergraduate degrees in Mechanical and Industrial Engineering from De La Salle University, an MSc in Industrial Economics from the Center for Research & Communication, now University of Asia & the Pacific, and an MBA from IESE, Barcelona, Spain. He spent much of his early professional years in academia, helping establish the University of Asia & the Pacific where he currently participates as a consultant, mentor, and guest lecturer. He is a founding fellow of the Institute of Corporate Directors and International Fellow of the Australian Institute of Company Directors. He served as an Independent Director of ALCO from 2011 to 2016 and is currently serving as an Independent Director of CNPF and a Director of Central Azucarera de Tarlac, Inc. (a company listed on the PSE).</p>
BOARD RISK OVERSIGHT
The Board Risk Oversight Committee is responsible for the oversight of the Enterprise Risk Management (“ERM”) system of the Company to ensure its functionality and effectiveness.
RICARDO GABRIEL T. PO, JR.
Director, Vice-Chairman of the Board
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RICARDO GABRIEL T. PO, JR.
Director, Vice-Chairman of the Board
<p>Ricardo Gabriel T. Po was elected as the Company’s Vice Chairman on October 5, 2016 and has been its Vice-Chairmansince March 31, 2016. He is also Vice Chairman of CNPF. He graduated magna cum laude from Boston University with a Bachelor of Science degree in Business Management in 1990. He also took the Executive Program (Owner-President Management Program) at Harvard Business School in 2000. He is also a Vice Chairman of the board of directors and serves on the executive committee of ALCO.</p>
Fernan Victor P. Lukban
Lead Independent Director
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Fernan Victor P. Lukban
Lead Independent Director
<p>Fernan Victor P. Lukban was first elected an Independent Director of the Company on October 14, 2016. He was elected as Lead Independent Director on May 23, 2018. He is a well-recognized consultant in family business, strategy, entrepreneurship and governance. Mr. Lukban holds undergraduate degrees in Mechanical and Industrial Engineering from De La Salle University, an MSc in Industrial Economics from the Center for Research & Communication, now University of Asia & the Pacific, and an MBA from IESE, Barcelona, Spain. He spent much of his early professional years in academia, helping establish the University of Asia & the Pacific where he currently participates as a consultant, mentor, and guest lecturer. He is a founding fellow of the Institute of Corporate Directors and International Fellow of the Australian Institute of Company Directors. He served as an Independent Director of ALCO from 2011 to 2016 and is currently serving as an Independent Director of CNPF and a Director of Central Azucarera de Tarlac, Inc. (a company listed on the PSE).</p>
FRANCES J. YU
Independent Director
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FRANCES J. YU
Independent Director
<p>Frances J. Yu was elected as the Company’s Independent Director on August 16, 2018. She concurrently serves as the Chief Retail Strategist of Mansmith and Fielders, Inc., the largest marketing and sales training company in the Philippines. She was previously the Vice President and Business Unit Head of Rustan’s Supermarket and the Vice President and Head of Marketing Operations for Rustan’s Supercenters, Inc. Ms. Frances J. Yu founded FJY Consulting, Inc., a corporate marketing and management consulting company which she managed as President. She was also the Vice President and General Manager of a marketing research and consulting firm catering to the top 500 corporations in several sectors. From 2003 to 2005, she served as the Chairperson for the National Retail Conference and Stores Asia Expo (NRCE) Programs Committee of the Philippine Retailers Association. She graduated summa cum laude from Fordham University, New York with a Bachelor of Arts degree in English Literature.</p>
RELATED PARTY TRANSACTIONS COMMITTEE
Related Party Transactions Charter
Policy on Material Related Party Transactions
The purpose of the Related Party Transaction (RPT) Committee is to ensure that terms and conditions of all RPTs must be equivalent to those that prevail in arm’s length transactions and shall be subject to appropriate corporate approvals and actions of the corporation and of related parties, with the best interest of the investing public and the Corporation in mind. Any related-party transactions entered into by the Corporation or its affiliates shall be in accordance with applicable law, rules and regulations and this Policy.
RICARDO GABRIEL T. PO, JR.
Director, Vice-Chairman of the Board
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RICARDO GABRIEL T. PO, JR.
Director, Vice-Chairman of the Board
Ricardo Gabriel T. Po was elected as the Company’s Vice Chairman on October 5, 2016 and has been its Vice-Chairmansince March 31, 2016. He is also Vice Chairman of CNPF. He graduated magna cum laude from Boston University with a Bachelor of Science degree in Business Management in 1990. He also took the Executive Program (Owner-President Management Program) at Harvard Business School in 2000. He is also a Vice Chairman of the board of directors and serves on the executive committee of ALCO.
Paulo Campos
Independent Director
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Paulo Campos
Independent Director
Paulo L. Campos III was first elected an Independent Director of the Company on October 14, 2016. Mr. Campos is theco-founder and Chief Executive Officer of ZALORA Philippines, having founded the company in the late 2011. Prior to ZALORA, he was a management consultant with The Boston Consulting Group in Singapore where he worked with companies across the region on issues related to business development, organizational development, investor communications and strategy. Mr. Campos holds a Master in Business Administration from Harvard Business School and graduated magna cum laude from Princeton University with a degree from its Woodrow Wilson School of Public and International Affairs. After university, he was employed with Ayala Land, Inc. as Special Assistant to the President until 2008.
Fernan Victor P. Lukban
Lead Independent Director
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Fernan Victor P. Lukban
Lead Independent Director
Fernan Victor P. Lukban was first elected an Independent Director of the Company on October 14, 2016. He was elected as Lead Independent Director on May 23, 2018. He is a well-recognized consultant in family business, strategy, entrepreneurship and governance. Mr. Lukban holds undergraduate degrees in Mechanical and Industrial Engineering from De La Salle University, an MSc in Industrial Economics from the Center for Research & Communication, now University of Asia & the Pacific, and an MBA from IESE, Barcelona, Spain. He spent much of his early professional years in academia, helping establish the University of Asia & the Pacific where he currently participates as a consultant, mentor, and guest lecturer. He is a founding fellow of the Institute of Corporate Directors and International Fellow of the Australian Institute of Company Directors. He served as an Independent Director of ALCO from 2011 to 2016 and is currently serving as an Independent Director of CNPF and a Director of Central Azucarera de Tarlac, Inc. (a company listed on the PSE).
BOARD OF DIRECTORS
Manual on Good Corporate Governance
Annual Board Performance Assessment Form
CHRISTOPHER T. PO
Director, Chairman of the Board
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CHRISTOPHER T. PO
Director, Chairman of the Board
<p>Christopher T. Po was elected as the Company’s Chairman on October 5, 2016 and has been its Chairman since March 31, 2016. He is also the Chairman, President, and Chief Executive Officer of Century Pacific Food, Inc. (CNPF), a company listed on the PSE and concurrently serves as Chief Executive Officer of Century Pacific Group, Inc. (CPGI). Prior to joining CPG, he was Managing Director for Guggenheim Partners, a US financial services firm, where he was in charge of the firm’s Hong Kong office. Previously, he was a Management Consultant at McKinsey and Company working with companies in the Asian region. He also worked as the Head of Corporate Planning for JG Summit Holdings, a Philippine-based conglomerate. He graduated summa cum laude from Wharton School and College of Engineering of the University of Pennsylvania with dual degrees in Economics (finance concentration) and applied science (system engineering) in 1991. He holds a Master degree in Business Administration from the Harvard University Graduate School of Business Administration. Mr. Christopher Po is a member of the board of directors of Arthaland Corporation (ALCO), a company listed on the PSE, and is a member of the board of trustees of WWF-Philippines, as well as the Wharton Penn Alumni Club of the Philippines. He is also the President of the CPG-RSPo Foundation.</p>
RICARDO GABRIEL T. PO, JR.
Director, Vice-Chairman of the Board
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RICARDO GABRIEL T. PO, JR.
Director, Vice-Chairman of the Board
<p>Ricardo Gabriel T. Po was elected as the Company’s Vice Chairman on October 5, 2016 and has been its Vice-Chairmansince March 31, 2016. He is also Vice Chairman of CNPF. He graduated magna cum laude from Boston University with a Bachelor of Science degree in Business Management in 1990. He also took the Executive Program (Owner-President Management Program) at Harvard Business School in 2000. He is also a Vice Chairman of the board of directors and serves on the executive committee of ALCO.</p>
TEODORO ALEXANDER T. PO
Director, Vice-Chairman of the Board
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TEODORO ALEXANDER T. PO
Director, Vice-Chairman of the Board
<p>Teodoro Alexander T. Po was elected as the Company’s Vice Chairman on October 5, 2016 and has been its ViceChairmansince March 31, 2016. He is also the Vice Chairman, Executive Vice President, and Chief Operating Officer of CNPF. He is also a Member of the board of directors of CPGI. Since 1990, Mr. Teodoro Po has held various positions in CPGI. He graduated summa cum laude from Boston University with a Bachelor of Science degree in Manufacturing Engineering in 1990. He also completed the Executive Education Program (Owner/ President Management Program) at Harvard Business School.</p>
Leonardo Arthur T. Po
Director, Treasurer
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Leonardo Arthur T. Po
Director, Treasurer
<p>Leonardo Arthur T. Po was elected as the Company’s director and Treasurer on October 5, 2016 and has been its directorsince March 31, 2016. He has been the Treasurer of CNPF since June 30, 2015. He is concurrently Executive Vice President and Treasurer of ALCO, serves as Executive Director of CPGI and the General Manager for its Emerging Business Units. Mr. Leonardo Po graduated magna cum laude from Boston University with a degree in Business Administration and has extensive and solid business development experience in the consumer marketing, finance and operations of fast moving consumer goods, food service, quick-serve restaurants and real estate development.</p>
Paulo Campos
Independent Director
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Paulo Campos
Independent Director
<p>Paulo L. Campos III was first elected an Independent Director of the Company on October 14, 2016. Mr. Campos is theco-founder and Chief Executive Officer of ZALORA Philippines, having founded the company in the late 2011. Prior to ZALORA, he was a management consultant with The Boston Consulting Group in Singapore where he worked with companies across the region on issues related to business development, organizational development, investor communications and strategy. Mr. Campos holds a Master in Business Administration from Harvard Business School and graduated magna cum laude from Princeton University with a degree from its Woodrow Wilson School of Public and International Affairs. After university, he was employed with Ayala Land, Inc. as Special Assistant to the President until 2008.</p>
Fernan Victor P. Lukban
Lead Independent Director
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Fernan Victor P. Lukban
Lead Independent Director
<p>Fernan Victor P. Lukban was first elected an Independent Director of the Company on October 14, 2016. He was elected as Lead Independent Director on May 23, 2018. He is a well-recognized consultant in family business, strategy, entrepreneurship and governance. Mr. Lukban holds undergraduate degrees in Mechanical and Industrial Engineering from De La Salle University, an MSc in Industrial Economics from the Center for Research & Communication, now University of Asia & the Pacific, and an MBA from IESE, Barcelona, Spain. He spent much of his early professional years in academia, helping establish the University of Asia & the Pacific where he currently participates as a consultant, mentor, and guest lecturer. He is a founding fellow of the Institute of Corporate Directors and International Fellow of the Australian Institute of Company Directors. He served as an Independent Director of ALCO from 2011 to 2016 and is currently serving as an Independent Director of CNPF and a Director of Central Azucarera de Tarlac, Inc. (a company listed on the PSE).</p>
VICENTE L. GREGORIO
Director, President
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VICENTE L. GREGORIO
Director, President
<p>Vicente L. Gregorio was elected as the Company’s director on October 5, 2016 and has been a director since March 31,2016. Mr. Vicente Gregorio has also been the Company’s President and Chief Executive Officer since March 2013. He has more than 30 of experience in the food business, previously serving as Operations Director in various food service companies prior to assuming the position of Executive Vice President and Chief Operations Officer of the Company in February 2003. He also currently serves as a member of the board of the Philippine Franchise Association, Cavallino, Inc., Don Bosco Technical College, Bosconian International Chamber of Commerce, and Plan Master Insurance and Financial Services, Inc. Mr. Vicente Gregorio graduated from Central Colleges of the Philippines with a degree in Bachelor of Science in Electrical Engineering and has earned units in the Business Administration Master’s program of the Graduate School of Business at Ateneo de Manila University.</p>
FRANCES J. YU
Independent Director
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FRANCES J. YU
Independent Director
<p>Frances J. Yu was elected as the Company’s Independent Director on August 16, 2018. She concurrently serves as the Chief Retail Strategist of Mansmith and Fielders, Inc., the largest marketing and sales training company in the Philippines. She was previously the Vice President and Business Unit Head of Rustan’s Supermarket and the Vice President and Head of Marketing Operations for Rustan’s Supercenters, Inc. Ms. Frances J. Yu founded FJY Consulting, Inc., a corporate marketing and management consulting company which she managed as President. She was also the Vice President and General Manager of a marketing research and consulting firm catering to the top 500 corporations in several sectors. From 2003 to 2005, she served as the Chairperson for the National Retail Conference and Stores Asia Expo (NRCE) Programs Committee of the Philippine Retailers Association. She graduated summa cum laude from Fordham University, New York with a Bachelor of Arts degree in English Literature.</p>
EILEEN GRACE Z. ARANETA
Independent Director
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EILEEN GRACE Z. ARANETA
Independent Director
<p>Eileen Grace Zshornack-Araneta was elected as the Company Director on March 5, 2019. Her professional experience spans 25 years as a Marketing and Advertising practitioner, having held senior positions at Unilever Philippines and J Walter Thompson Advertising. Currently, she continues to pursue her passion as a consultant for Brand and Communications Strategy, attending to both multinational and local clients. At Unilever, she occupied a Southeast Asia regional post as Vice-President for Brand Development for Knorr. Prior to this, she was Managing Director for Unilever Foods Phil., handling Knorr, Lady’s Choice, Best Foods, Lipton brands. She was also Marketing Director for the Personal Care Division, with an extensive portfolio of brands like Sunsilk, Cream Silk, Rexona, Pond’s, Dove, Close Up, Vaseline. Through her involvement with a wide range of brands, she has built up deep expertise in Category Strategy, Consumer Insight Mining and Brand & Advertising Development. Eileen is a graduate of the University of the Philippines where she finished a B.S. Business Economics degree, magna cum laude.</p>
MANAGEMENT TEAM
MANUEL T. DEL BARRIO
Vice-President
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MANUEL T. DEL BARRIO
Vice-President
<p>Manuel T. Del Barrio was first elected Vice President and Chief Financial Officer on March 31, 2016. He was elected Chief Risk Officer and Chief Information Officer on May 23, 2018. He also serves as the Company's Compliance Officer. He was previously the Assistant Vice President for Finance of CNPF and The Pacific Meat Company, Inc. He previously worked as an Industrial Accounting Manager in TEMIC Telefunken Semiconductors, Inc. and held accounting positions in Hooven Philippines and Sanara, Inc. He has a degree in Bachelor of Science in Business Administration from the University of the East and holds a Master in Business Administration (Regis Program) from the School of Business of the Ateneo de Manila University. He is a Certified Public Accountant and a Certified Management Accountant.</p>
JORGE Q. CONCEPTION
General Manager
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JORGE Q. CONCEPTION
General Manager
<p>Jorge Maria Q. Concepcion has been the Company’s General Manager since 2014. He previously held the position asGeneral Manager in Gallo Giro, a Mexican restaurant chain in California, Red Ribbon Bakeshop, Inc., and HuntsUniversal Robina Corporation (Dairy Product Division and Food Service Division). He also held various positions in California Manufacturing Company (a company under Unilever) and was a Brand Manager of the Foods Division, Philippine Refining Company of Unilever Philippines. He has a degree in Bachelor of Arts in Mathematics from De La Salle University and has a Master of Science in Engineering and Operations Research from the University of the Philippines.</p>
MARIA ROSARIO L. YBANEZ
Corporate Secretary
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MARIA ROSARIO L. YBANEZ
Corporate Secretary
<p>Atty. Maria Rosario L. Ybanez was appointed as the Company’s Corporate Secretary on May 23, 2018. She concurrently serves as the Compliance Officer of CNPF. She has been involved in the practice of corporate, civil, criminal, labor, and intellectual property law since 2001. She graduated with a Bachelor of Science degree in Legal Management from the Ateneo de Manila University and has a Juris Doctor degree from the Ateneo de Manila University School of Law. </p>
Jennifer V. Lapa
Chief Human Resource Officer
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Jennifer V. Lapa
Chief Human Resource Officer
<p>Jennifer V. Lapa has been the Company’s Chief Human Resource Officer since August 2013. She graduated with aBachelor of Arts degree in Foreign Service from St. Theresa’s College, Quezon City in 1974. She obtained her Cognate in Organization Development, major in Enterprise Leadership and her PhD in Organization Development from the National University of Singapore. Prior to joining the Company, Ms. Lapa worked as Vice President for Human Resources for The Expressions Company and was President of Enthos, Inc. from 2002-2008. She was Manager, Compensation Systems and Programs of the San Miguel Beer Group from 1988 to 1991 and Assistant Vice President, Organization and Management Development from 1991 to 1995. She was based in Hong Kong as the Vice President for Human Resources for the Greater China business of San Miguel Brewing Group International, Ltd. from 1995 to 1998.</p>
Alois Brielbeck
General Manager of In-house Commissary
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Alois Brielbeck
General Manager of In-house Commissary
<p>Alois Brielbeck has been the General Manager of the Company’s in-house commissary since October 2005. He moved tothe Philippines in February 2000 as the Chief Operating Officer for Culinary Systems Specialists Inc., a company involved in the production of bakery products to both local and export markets. He has held key positions in pastry kitchens in Hong Kong and Tokyo, Japan before moving to the Philippines. Mr. Alois Brielbeck is a fully-qualified Baker with a Baker Master Diploma from the Master School of Lochham in Munich, Germany</p>
MARVIN Q. DA SILVA
Vice President International Operations
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MARVIN Q. DA SILVA
Vice President International Operations
<p>Marvin Q. Da Silva was appointed as the Company’s Vice President for International Operations on August 1, 2018. He previously served as General Manager of Potato Corner’s International Division from 2015 to 2017. Prior to this, he was Associate Director for Business Development and Operations of FPD Asia Property Services, Inc. from 2009 to 2014. He was also a former franchisee of Mister Donut and Greenwich Pizza. He has been in the real estate and food business industries for thirty years. His first job was at Shakey’s Loyola as a Service Crew member, and he became Restaurant Supervisor from 1987 to 1990. He has a Bachelor of Science degree in Psychology from the University of Santo Tomas, and he completed his Master in Business Administration degree from the Ateneo de Manila University Graduate School of Business in 2001. </p>
CODE OF BUSINESS CONDUCT AND ETHICS
The Company’s policies on the following business conduct and ethics affecting the directors, senior management, and employees are discussed below:
(i) Conflict of Interest: All employees, irrespective of rank should always act for the best interest of the company. All conflict of interest shall be avoided and prohibited. In the event such will occur, disclosure must be done to the immediate supervisor and/or Human Resources Head.
(ii) Conduct of Business and Fair Dealings: Business is dictated by free competition - no monopoly, no price manipulation. Price is dictated by supply and demand. Employees are required to comply with fair trade practices.
(iii) Receipt of gifts from third parties: All employees are prohibited from accepting gifts based on the no gift policy of the Company.
(iv) Compliance with Laws & Regulations: All employees, in the conduct of business, are obliged to comply with all relevant laws and regulations.
(v) Respect for Trade Secrets/Use of Non-public Information: All employees are required to sign and adhere to a confidentiality agreement. All employees are prohibited from disclosing or using to their own advantage any nonpublic information.
(vi) Use of Company Funds, Assets and Information: All employees are required to act as responsible custodians of all Company funds, assets, and information. As such all are required to protect and preserve Company assets.
(vii) Employment & Labor Laws & Policies: The Company complies with all existing employment and labor laws and policies.
(viii) Disciplinary action: Disciplinary actions are meted only after due process. The Company has a Code of Conduct that serves as a guide for the employees’ behavior.
(ix) Whistle Blower: The Company has a whistle blower policy that provides an avenue for employees to report misconduct of fellow employees, including their superiors, while protecting the employee’s identity and welfare.
(x) Conflict Resolution: The Company provides a work environment that is conducive to friendly resolution of disagreement. Superiors should promote amicable settlement of conflicts.
RELATED PARTY TRANSACTIONS
Policies and Procedures
The Company observes the provisions of the Corporation Code relating to interested directors and officers.
All Related Party Transactions (1) are covered by individual agreements ensuring that they are arms-length and (2) are disclosed regularly to shareholders, the SEC, and the PSE as part of the Company’s Financial Statements and Annual Report to Shareholders.
Any Related Party Transaction shall be reported to the Audit Committee, which shall review the material facts of all Related Party Transactions and either approve, disapprove or ratify such transactions. The Audit Committee shall report all Related Party Transactions to the Board of Directors.
Conflicts of Interest
The Po Family, through Century Pacific Group, Inc., has control of the Company and its subsidiaries. Several members of the Po Family also serve in various capacities as directors and officers of the Company and its subsidiaries
Mechanism
The responsibility for avoiding conflict of interest rests with the Directors/Officers/Significant Shareholders. Every Director/ Officer/Significant Shareholder should disclose in writing any possible conflict of interest as soon as detected and other relevant information whenever they arise.
As of date, there are no disputes between the Company and any of its stockholders, third parties and regulatory authorities that would require adoption of an alternative dispute resolution system. Some agreements and partnerships have defined agreements regarding alternative dispute resolution via arbitration.
RISK MANAGEMENT POLICY
The Company aims to identify, measure, analyze, monitor, and control all forms of risks that would affect the Company.
(i) PIZZA’s financial performance may be materially and adversely affected by fluctuations in prices or disruption in the supply of key raw materials. Aside from actively monitoring raw materials availability and prices, maintains appropriate levels of inventory to manage supply disruption risk.
(ii) Actual or alleged contamination or deterioration of, or safety concerns about, PIZZA’s food products or similar products produced by third parties could give rise to product liability claims, guest dissatisfaction, and harm PIZZA’s reputation. PIZZA mitigates food quality and safety risks by having both personnel and its supply chain team observe quality standards such as the ServSafe certification standard. The Company’s stores undergo thirdparty food safety reviews, internal safety audits and routine health inspections. PIZZA also considers food safety and quality assurance when selecting its suppliers. The Company has developed processes and procedures to ensure that food quality and food safety standards are observed in its kitchens.
(iii) PIZZA relies on key third-party suppliers to supply key raw material requirements. A failure by these third-party suppliers to adhere to contractual obligations or a significant disruption in the supply chain and logistics can significantly affect its business operations. As a policy, PIZZA maintains multiple accredited suppliers for major raw materials to allow for sourcing flexibility. The Company also maintains appropriate levels of inventory to manage supply disruption risk.
(iv) PIZZA’s growth is highly dependent on its ability to open new stores, maintain existing stores, and operate these stores in a profitable manner. Failure to successfully locate and secure suitable store locations in its target markets may delay PIZZA store openings and significantly affect its business and results of operations. The Company has recently established a Business Development Team mainly focused on international and domestic store expansion and project management. PIZZA also undertakes upgrades and renovations at each store at least once every five years. The Company believes that periodic updates and renovations help maintain consistency in design across store formats and contribute to providing our guests with a distinctively Shakey’s dining experience.
(v) Any infringement or failure to protect PIZZA’s trademarks and proprietary rights could materially and adversely affect its business. It is the Company’s policy to protect and vigorously defend its rights to intellectual property by regular monitoring and enforcement of its rights in markets in which its restaurants currently exist or markets which it intends to enter in the future. The Company also licenses the use of its registered trademarks to franchisees through franchise agreements which restrict franchisees with respect to the use of our trademarks and impose quality control standards with the goods and services offered in connection with the trademarks.
(vi) PIZZA may be subject to labor unrest, slowdowns and increased wage costs. PIZZA manages these risks by entering into Collective Bargaining Agreements (“CBAs”) and adopting policies to ensure a healthy working environment for its employees that are at minimum in compliance with national and local laws and regulations.
(vii) PIZZA is reliant on its franchisees for the successful management and operations of its franchise stores. In addition, a portion of the company’s revenue is derived from royalty and franchise payments. A failure by the franchisees to deliver what is expected of them may significantly harm the brand image and goodwill of the Shakey’s brand, as well as adversely affect the business operations and results of operations of PIZZA. The Company enters into franchise agreements with each franchisee to operate in accordance with our defined operating procedures, adhere to systemwide menu, and meet applicable quality, service, health and cleanliness standards. In addition, PIZZA’s franchised stores are monitored and supervised by Area Business Managers who assist franchisees with sales and marketing efforts and advise them on growth and expansion plans. Our ABMs also monitor compliance to QSCH (i.e., quality, service, cleanliness and hospitality) standards and compliance with financial obligations.
(viii) PIZZA is exposed to the credit risks of its customers, and delays or defaults in payment by its customers could have a material adverse effect on PIZZA’s financial condition, results of operations and liquidity. PIZZA manages credit risk by trading only with recognized and creditworthy third parties. As a policy, all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, the Company also monitors receivable balances on an ongoing basis.
ROLE OF STAKEHOLDERS
Customers' welfare: The Company’s success depends largely upon consumers’ perception of the quality of its products. The Company has policies and procedures to ensure that customers’ welfare are protected and questions addressed. PIZZA invests in quality control systems, procedures and organization that span the entire supply chain to ensure product safety.
Supplier/contractor selection practice: The Company’s Supplier Accreditation Policy ensures that the Company’s suppliers and contractors are qualified to meet its commitments to the Company. Suppliers and contractors undergo accreditation and orientation on Company policies.
Anti-corruption programmes and procedures: The Company has policies that cover Conflicts of Interest, Conduct of Business, Receipt of Gifts, Compliance with Laws, Whistle Blowing, among others.
Safeguarding creditors' rights: The Company abides with its financial and legal commitments to creditors.
Employees’ safety, health and welfare: The Company has established policies on the formation of Health & Safety Committee at all Business Lines, Sexual Harassment Policy, Anti-Tuberculosis Policy, Drug Free Workplace Policy, Policy on Hepatitis and communicable diseases.
Employee training and development programmes: Orientation courses include Basic Orientation for New Employees, Values Alignment Workshop, Root Cause Analysis, Positive Employee Discipline, Orientation on Compensation and Rewards, Performance Management System, and Store Immersion-Corporate Support Program. Soft skills development courses include Speed of Trust, Leadership Greatness, Leadership Bootcamp, and Guest-centricity workshop series. Hard skills development courses include Restaurant Staff Development Program, Specialist Development Program, Management Development Program, and profession-specific courses such as Logistics for MMD, Labor relations for HRER. The Company has policies on annual merit increase and salary adjustments that are tied-up to the employees’ performance assessments. The Company promotes a culture of recognition and value for key and high performing employees who demonstrate excellence at the workplace. Performance will be the main driver for total rewards. Rewards programs are therefore differentiated across businesses and among employees according to their contributions and levels of performance with a significant share given to high performers.
SHAREHOLDING STRUCTURE
GOVERNANCE DOCUMENTS
- Articles of Incorporation and By-Laws
Amended Articles of Incorporation
- General Information Statements
Amended General Information Sheet 2016
General Information Sheet 2017
CORPORATE STRUCTURE
Bakemasters Inc.
Bakemasters Inc. is a Philippine company engaged in manufacturing and distribution of fresh, frozen, par baked and baked bread, pastries, cakes and other confectionary items to Shakey’s franchise owners and company-owned stores. BMI also supplies other baked goods, sauces and other finished foods to third parties such as airlines, hotels and other restaurant chains.
Shakey's Seacrest Incorporated
Shakey's Seacrest Incorporated is a recent subsidiary formed on June 2016 to serve as the vehicle for holding certain other trademarks and intellectual property rights in the future.
Golden Gourmet Limited
Golden Gourmet Limited is a Hong-Kong based company owning certain trademark and brand rights over Shakey’s operations in the Philippines. It is also engaged in restaurant management consulting.
Shakey’s International Limited
Shakey’s International Limited is a Hong-Kong based company holding the trademark rights of the Shakey’s trademark for countries in the Middle East, Asia (except Japan and Malaysia), Australia, and Oceania.
Shakey’s Pizza Regional Foods Limited
Shakey’s Pizza Regional Foods Limited is a Hong Kong-based company operating the international franchising business of Shakey’s.