1 Part A Rights of Shareholders

2018 ASEAN CORPORATE GOVERNANCE SCORECARD
SELF-ASSESSMENT
PART A: RIGHTS OF SHAREHOLDERS

THE PHILIPPINE STOCK EXCHANGE, INC.
JUNE 2018 - MAY 2019 ASEAN CORPORATE GOVERNANCE SCORECARD
PART A: RIGHTS OF SHAREHOLDERS

A.1 Basic Shareholder Rights
ACGS QUESTION COMPANY RESPONSE
A.1.1. Declaration Date, Record Date and Payment Date of 2018 Cash Dividends:
Does the company pay http://edge.pse.com.ph/openDiscViewer.do?edge_no=e5f1f832ea2d37ceefdfc15ec263a54d
(interim and final/annual) http://edge.pse.com.ph/openDiscViewer.do?edge_no=494260232a1545e6efdfc15ec263a54d
dividends in an equitable
and timely manner; that is, “The Board of Directors of the Company, in its regular meeting held on 27 March 2019, declared cash dividend
all shareholders are treated equivalent to a total of P8.80 per share broken down as follows: P4.45 regular cash dividend and P4.35 special cash
equally and paid within 30 dividend to stockholders of record as of 12 April 2019 payable on 10 May 2019.”
days after being (i) declared
for interim dividends and (ii)
approved by shareholders at
general meetings for final
dividends? In case the
company has offered Scrip
dividend, did the company
paid the dividend within 60
days?

JUNE 2018 – MAY 2019 ASEAN CORPORATE GOVERNANCE SCORECARD
A.2 Right to participate in decisions concerning fundamental corporate changes.

Do shareholders have the right to participate in:

A.2.1 Amendments to the company's YES. Shareholders have the right to participate in the amendments of the company’s constitution. As stated
constitution? in the Articles of Incorporation and By-laws of the Company, prior approval of the stockholders
representing 2/3 of the outstanding capital stock is required in order to amend the Company's Constitution,
to authorize additional shares, and to transfer all or substantially all assets of the company.
AOI (p. 2):

https://pse.com.ph/resource/staticcontent/PSE%20Amended%20Articles%20of%20Incorporation.pdf
By-Laws (pp 9-10): https://pse.com.ph/resource/staticcontent/PSE%20Amended%20By-Laws.pdf
Rights of Shareholders
https://pse.com.ph/corporate/corporateGovernance.html?tab=0
“Minority shareholders have equal rights to nominate candidates to the Board of Directors.”
Amendment of AOI, Definitive Information Statement, 8 April 2019 (pp. 2-3):

http://edge.pse.com.ph/openDiscViewer.do?edge_no=17e7d42e88df884defdfc15ec263a54d


A.2.2 The authorisation of additional shares? YES. Shareholders have the right to participate in the authorization of additional shares.
Rights of Shareholders
“Shareholders shall have the right to elect, remove and replace directors and vote on certain corporate acts
in accordance with the Corporation Code.”
Amended By-Laws (p.16):

http://www.pse.com.ph/resource/staticcontent/PSE%20Amended%20By-Laws.pdf
“As stated in the Articles of Incorporation and By-laws of the Company, prior approval of the
stockholders representing 2/3 of the outstanding capital stock is required in order to amend the Company's
Constitution, to authorize additional shares, and to transfer all or substantially all assets of the company.”
Amendment of AOI to Create Preferred Shares, Definitive Information Statement, 8 April 2019 (p. 3):


A.2.3 The transfer of all or substantially all YES. Shareholders have the right to transfer all or substantially all assets of the company.
assets, which in effect results in the sale of the
company? Rights of Shareholders
Amended By-Laws, Article XIII, Section 1 (p.16):

http://www.pse.com.ph/resource/staticcontent/PSE%20Amended%20By-Laws.pdf
“As stated in the By-Laws of the Company, prior approval of the stockholders representing majority of
the outstanding capital stock is required in order to amend, repeal or adopt a new By-Laws, authorize
additional shares, and to transfer all or substantially all assets of the company.”

A.3 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern
general shareholder meetings.
A.3.1 Do shareholders have the opportunity, The Corporate Governance Committee studies, sets and reviews the compensation structure of the entire
evidenced by an agenda item, to approve organization of the Company, including the Board of Directors.
remuneration (fees, allowances, benefit-in-kind
and other emoluments) or any increases in Members of the Board of Directors are not entitled to any remuneration except for reasonable per diem
remuneration for the non-executive which is not required by law to be approved by the stockholders. Allowances in the form of per diem are fully
directors/commissioners? disclosed to the stockholders.
2017 Revised Manual on Corporate Governance (p. 18):

http://www.pse.com.ph/resource/staticcontent/Manual%20on%20Corporate%20Governance%20(2017
%20Revision).pdf
Definitive Information Statement filed 8 April 2019 (p. 33-36)

A.3.2 Does the company provide non-controlling YES. All stockholders, including minority interests, may nominate and elect directors.
shareholders a right to nominate candidates for
board of directors/commissioners? Rights of Shareholders
“Minority shareholders have equal rights to nominate candidates to the Board of Directors.”
YES. The company allows shareholders to elect directors/commissioners individually.
A.3.3 Does the company allow shareholders to
elect directors/commissioners individually? Rights of Shareholders

A.3.4 YES.
Does the company disclose the voting 2018 ASM Minutes (p. 8-9)
procedures used before the start of meeting?
https://www.pse.com.ph/resource/staticcontent/Minutes%20of%20the%202018%20ASM.pdf
A.3.6 YES.
Does the company disclose the voting results Results of the 2018 Election
including approving, dissenting, and
http://edge.pse.com.ph/openDiscViewer.do?edge_no=4808bf49a7e472bf43ca035510b6ec2b
abstaining votes for all resolutions/each
agenda item for the most recent AGM? Results of the 2019 Election
http://edge.pse.com.ph/openDiscViewer.do?edge_no=3fe5b18759c1bf02efdfc15ec263a54d
A.3.7 YES. This is disclosed in the 2019 ASM Minutes.

Does the company disclose the list of board 2019 ASM Minutes (p. 6-7)
members who attended the most recent
https://pse.com.ph/resource/staticcontent/Minutes_of_the_2019_ASM_Subject_to_Approval_by_Stock
AGM?
holders_.pdf
A.3.8 YES. This is disclosed in the 2019 ASM Minutes.

Does the company disclose that all board 2019 ASM Minutes (p. 6-7)
members and the CEO (if he is not a board
https://pse.com.ph/resource/staticcontent/Minutes_of_the_2019_ASM_Subject_to_Approval_by_Stock
member) attended the most recent AGM?
holders_.pdf

A.3.9 YES. The PSE allows for voting in absentia through stockholders' authorized proxies. As a policy, the
Does the company allow voting in absentia? Company’s 2017 Revised Manual on Corporate Governance (p. 31) provides that:
http://www.pse.com.ph/resource/staticcontent/Manual%20on%20Corporate%20Governan
ce%20(2017%20Revision).pdf
"The Board should be transparent and fair in the conduct of the annual and special
stockholders' meetings of the Exchange. The stockholders should be encouraged to
personally attend such meetings. If they cannot attend, they should be appraised
ahead of time of their right to appoint a proxy. Subject to the requirements of the
bylaws, the exercise of that right shall not be unduly restricted and any doubt about
the validity of a proxy should be resolved in the stockholder’s favour."
The voting by proxy is explicitly stated in Rule 14 of the Nomination and Election Committee (NOMELEC)
Rules (page 10):
https://www.pse.com.ph/resource/memos/2019/2019_Nomelec_Rules_and_Voting_Guidelines.pdf
“Rule 14: Brokers/ Trading Participants who are holding PSE shares for the account of
clients must issue a proxy (if the broker is a corporation, a secretary’s certificate)
authorizing the client to attend and vote his shares during the annual stockholders’
meeting. Such proxy must be submitted to the Corporate Secretary on or before 24
April 2019, Wednesday at 5:00 p.m.”
The proxy voting was thereafter implemented during the 2019 Annual Stockholders’ Meeting as reflected in
its minutes and in the 2017 Revised Manual on Corporate Governance (ARTICLE VI, 6.2).
Definitive Information Statement filed 8 April 2019 (p. 18 - 19):

Minutes of the 2018 ASM (Page 1):


“The Corporate Secretary further certified that at least 59.97% of the aggregate number of 84,925,686 shares
issued, outstanding and entitled to vote, or at least 50,931,519 shares, were present in person or by proxy
and therefore, a quorum existed for the stockholders to transact business.”

A.3.10 YES.
Did the company vote by poll (as opposed to Minutes of the 2018 ASM (p. 4-10):
by show of hands) for all resolutions at the
most recent AGM?
A.3.11 YES.
Does the company disclose that it has Minutes of the 2018 ASM (p. 7):
appointed an independent party
(scrutineers/inspectors) to count and/or
validate the votes at the AGM?
A.3.12 YES. Results of the 2018 and 2019 ASM was posted on the next working day after the ASM
Does the company make publicly available by Results of the 2018 Election
the next working day the result of the votes
http://edge.pse.com.ph/openDiscViewer.do?edge_no=4808bf49a7e472bf43ca035510b6ec2b
taken during the most recent AGM/EGM for
all resolutions? Results of the 2019 Election
http://edge.pse.com.ph/openDiscViewer.do?edge_no=3fe5b18759c1bf02efdfc15ec263a54d
A.3.13 YES. The Company organizes its annual stockholders' meetings in Metro Manila with prior notice to all
Does the company provide at least 21 day stockholders as evidenced by the minutes of the annual stockholders' meeting and the notice thereof. Notice
notice for all AGMs and EGMs? of the ASM was given 126 days prior to the May 4, 2019 meeting on November 28, 2018.
Notice of ASM:
http://edge.pse.com.ph/openDiscViewer.do?edge_no=42f59bf43b7d23e343ca035510b6ec2b

A.3.14 YES. The Company’s Definitive Information Statement’s “III. Other Matters” section contains information
Does the company provide the rationale and relative to these agenda items.
explanation for each agenda item which
Definitive Information Statement filed 8 April 2019 (p. 40 – 41):
require shareholders’ approval in the notice of
AGM/circulars and/or the accompanying
statement?
A.3.15 YES.
Does the company give the opportunity for Rights of Shareholders
shareholder to place item/s on the agenda of https://pse.com.ph/corporate/corporateGovernance.html?tab=0
AGM?
“The shareholders shall have access to any and all information relating to matters for which the Management
is accountable and to those relating to matters for which the Management shall include such information
and, if not included, then the shareholders shall be allowed to propose to include such matters in the agenda
of shareholders’ meeting, being within the definition of “legitimate purposes”.”

A. 4 Markets for corporate control should be allowed to function in an efficient and transparent manner.
A.4.1 Not Applicable.

In cases of mergers, acquisitions and/or
takeovers requiring shareholders' approval,
does the board of directors/commissioners
of the company appoint an independent
party to evaluate the fairness of the
transaction price?

A.5 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated.
A.5.1 YES. This is reported in the Integrated Annual Corporate Governance Report (I-ACGR) submitted to the SEC on
Does the company disclose its practices to May 30, 2019.
encourage shareholders to engage the
company beyond AGM? http://edge.pse.com.ph/openDiscViewer.do?edge_no=608313eed6cbc615efdfc15ec263a54d
Among others:
 A section dedicated to the Annual Stockholder’s Meeting (“ASM”) is provided the PSE Corporate Website.
 The company also makes use of its social media channels and market education programs to
announce details of the company’s ASM.
 Announcements related to the ASM are also flashed through the PSE Electronic Trading Board.
 The Corporate Secretary and the Board Secretariat send ASM materials through email and/or
through registered mail.
 Throughout the year, the President, the Chief Operating Officer, the Investor Relations Office, and/or the
Treasurer meet with different shareholders, fund managers, and analysts in order to discuss the financial
standing, performance, and strategic direction of the company. The President also attends one-on-one
meetings and calls to address the different concerns of the investors.
 Through the Investor Relations Office hotline, The Philippine Stock Exchange also receives and
responds to the queries of its stockholders and the investing public. A question and answer portion
is scheduled for every item discussed in the ASM.


1 Part A Rights of Shareholders

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1 Part A Rights of Shareholders

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2018 ASEAN CORPORATE GOVERNANCE SCORECARD

PART A: RIGHTS OF SHAREHOLDERS

PART A: RIGHTS OF SHAREHOLDERS

THE PHILIPPINE STOCK EXCHANGE, INC.

A.2 Right to participate in decisions concerning fundamental corporate changes.

Do shareholders have the right to participate in:

AOI (p. 2):

Amendment of AOI, Definitive Information Statement, 8 April 2019 (pp. 2-3):

THE PHILIPPINE STOCK EXCHANGE, INC.

A.2 Right to participate in decisions concerning fundamental corporate changes.

Amended By-Laws (p.16):

THE PHILIPPINE STOCK EXCHANGE, INC.

A.2 Right to participate in decisions concerning fundamental corporate changes.

Amended By-Laws, Article XIII, Section 1 (p.16):

THE PHILIPPINE STOCK EXCHANGE, INC.

2017 Revised Manual on Corporate Governance (p. 18):

Definitive Information Statement filed 8 April 2019 (p. 33-36)

THE PHILIPPINE STOCK EXCHANGE, INC.

A.3.7 YES. This is disclosed in the 2019 ASM Minutes.

A.3.8 YES. This is disclosed in the 2019 ASM Minutes.

THE PHILIPPINE STOCK EXCHANGE, INC.

Definitive Information Statement filed 8 April 2019 (p. 18 - 19):

Minutes of the 2018 ASM (Page 1):

THE PHILIPPINE STOCK EXCHANGE, INC.

THE PHILIPPINE STOCK EXCHANGE, INC.

THE PHILIPPINE STOCK EXCHANGE, INC.

THE PHILIPPINE STOCK EXCHANGE, INC.

A.4.1 Not Applicable.

THE PHILIPPINE STOCK EXCHANGE, INC.

THE PHILIPPINE STOCK EXCHANGE, INC.

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