Nurturing Governance

 

 

Del Monte Pacific is committed to the highest standards of corporate governance and supports the principles of openness, integrity and accountability.

 
 
 
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 Del Monte Pacific Board of Directors and Executives led by Executive Chairman Rolando C Gapud and CEO Joselito D Campos, Jr 

DMPL has a strong and robust corporate governance structure which ensures that Management is accountable to the shareholders and stakeholders, and operates in an ethical and responsible manner. Our Board of Directors directs the long-term strategy of the Group, continually evaluates the performance of Management, reviews material issues, and provides guidance on matters relating to governance.

We were honoured to receive the Best Managed Board (Gold) Award from the Singapore Corporate Awards twice.

For more information regarding our governance, please refer to the Corporate Governance Section of our FY2018 Annual Report. 4.1-Governance-Intro-Infographic-001.3.Final

 
 
Governance 1

Preferred share listing in the PSE led by Director Edgardo M Cruz Jr and COO Luis F Alejandro

 

Ethics and Integrity

 

 

 

 

 

 

 

 

 

 

 

 

“Ethics is the new competitive environment.”

Peter Robinson, CEO

Del Monte Pacific Limited is committed to the highest standards of corporate governance as it supports the principles of openness, integrity and accountability advocated by the Singapore Exchange Securities Trading Limited (SGX), the Philippine Stock Exchange, Inc (PSE) and the Securities and Exchange Commission of the Philippines (SEC). The Board of Directors and Management are committed to use their best endeavours to align the Group’s governance framework with the recommendations of the revised Code of Corporate Governance issued on 6 August 2018 by the Monetary Authority of Singapore, the Singapore Governance and Transparency Index, the ASEAN Corporate Governance Scorecard and the SEC’s Philippine Code of Corporate Governance for Publicly Listed Companies.

The Corporate Governance Manual of the Group contains the framework of principles, guidelines, policies and terms of references that govern the performance of the Board and Management and their responsibilities that serve both corporate objectives and the long-term interests of the Group’s shareholders and other stakeholders. The Manual contains guidelines that are intended to prevent any conflict of interest on the part of the Company’s directors and executives.

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Executive Chairman Rolando C Gapud receiving the Best Managed Board Award from then Singapore President Dr Tony Tan

The Company’s Interested Person Transactions (IPT) policy and manual prescribe the review and monitoring procedures and approval requirements for any transaction of the Group and its subsidiaries with any interested person such as a director, the Chief Executive Officer, any controlling shareholder or associate of these persons. The policy and manual recognise and guard against the potential undue influence that interested persons may have on the Group especially with respect to entering into transactions that may not be in the best interest of the Company or minority shareholders.

In order to protect the Group against any conflict of interest at any level, all employees are required to provide relevant information on a relationship that they may have with any of their employer’s suppliers, service providers, counterparties, other employees or other circumstances that give rise or could give rise to a conflict of interest. Moreover, the Group implements a Securities Dealings Policy which prohibits certain designated persons within the Company to deal in the Company’s securities while in possession of unpublished material, price-sensitive information or to provide such information to others. This policy should effectively guard against insider trading that prejudices minority shareholders and the investing public.

The Group implements a Whistleblower Policy that aims to deter and uncover any corrupt, illegal, unethical, fraudulent or other conduct detrimental to its interests that may be committed by officers and employees as well as third parties or any other persons such as suppliers and contractors.

Importantly, pursuant to the Group’s Code of Business Ethics, it has a stringent policy against fraud and corruption. Supplementing the Code of Business Ethics are the Employee Code of Conduct and Supplier Code of Conduct which help employees and suppliers navigate several decisions and transactions they make and enter into every day. Adherence to these codes helps employees and business partners to have sustainable business relationships.

Pursuant to these codes, the Group prohibits any form of corruption by its employees and suppliers. Any solicitation or offering of gifts, payments or commissions by Company employees and their families, or by suppliers and their representatives, in exchange for business or for personal gain is strictly prohibited and employees are expected to report any such violations or suspected violations.

DMFI’s Anti-Corruption programme aligns with that prescribed by the US Department of Justice, which is a hallmark of an effective compliance programme. Anti-Corruption training is provided every two years to approximately 100 officers and employees at Del Monte and its subsidiaries. The Anti-Corruption Policy includes procedures to address high-risk transactions such as:

  1. International Gifts and Hospitality
  2. Travel and Lodging for Government Officials
  3. Review and Approval of any Facilitating Payments
  4. Retention of Intermediaries and Consultants
  5. Reviews of Proposed Charitable and Political Donations
  6. Financial and Accounting Requirements

DMFI’s Anti-Corruption procedures require employees to follow a specific due diligence process and obtain prior written approval from the Legal Department before retaining any consultant, agent or other third party who may reasonably be expected to interact with any foreign government official on behalf of Del Monte.

  1. A separate team evaluates and manages Risks, and both Compliance and Risk Issues are reported to the Board of Directors.

  2. Del Monte in the US has a whistleblower hotline, Lighthouse, which may be used in all US locations and foreign subsidiaries. Lighthouse offers web access, international numbers for our foreign locations and multilingual agents and is available 24/7. Details related to Lighthouse are posted on the Del Monte intranet site and posters are placed at all work locations.

  3. DMFI periodically performs a third-party risk assessment and evaluates controls and procedures for the Company’s highest risk third parties. Criteria used for evaluating risk are:
    1. the country where third parties are based and the associated Corruption Perception Index of that country;
    2. whether transactions are material or not;
    3. and the nature of the business partner relationship.

  4. DMFI has an Employee Code of Conduct and Supplier Code of Conduct.

  5. Del Monte in the Philippines has a Code of Business Ethics which directors, management and all employees abide by. All employees are required to provide information on related party and conflict of interest, which is updated annually.

  6. Internal audits are periodically performed to assess corporate, facility and subsidiary processes and controls to ensure compliance with the foregoing policies and to mitigate risk of breaches, fraud, financial and reputational damage.
 
 
 
Governance 2

Data Protection, Privacy and Cybersecurity

In this Information Age where data is considered the new currency, data protection, privacy, and cybersecurity have never been more important. As data processing evolves and companies increase their reliance on big data, the risks of data breaches and potential misuse of personal and sensitive information have become more apparent and, in many cases, have given rise to new laws and regulations worldwide.

In response to this challenge, the Group has strengthened its commitment to protect the personal data of its various stakeholders, including its employees, shareholders, customers, contractors, business partners and suppliers. The Group has adopted a Data Privacy Manual which codifies the Group’s commitment to ensuring the free flow of information to promote innovation and growth, and for the proper management of its businesses, while at the same time ensuring that the subject’s fundamental right to privacy is respected.

With evolving privacy laws and regulations, the Group needs to more carefully navigate the changing legal environment while remaining steadfast in its commitment to data privacy. The same applies to cybersecurity laws and regulations which have also become increasingly more complex. Companies can be subjected to fines, injunctions, government audits and, in more serious cases, criminal liability.

This has been exacerbated by breaches in security against major companies worldwide, thus, heightening the need to strengthen our cybersecurity against such attacks. One significant risk of such breaches in security is the negative effect of media attention which may result in loss of consumer trust and confidence in the Group, thereby resulting to consumers being less willing to share their data with the Group, including data which could have been valuable in making informed business decisions and improved customer offerings.

Our Group is committed to respecting and protecting the privacy of individuals who visit our websites. We do not disclose any of the users’ personal data except as required by law or regulations, and we process their personal data exclusively for the purpose of pursuing the relationship with them as declared in the respective privacy policies of our websites.

With the increasing global incidence of cyber attacks on companies’ servers and websites, we have committed to strengthen and improve the security of the Group’s systems.

  1. The Group has implemented an Enterprise Resource Planning system, Systems, Applications and Products (SAP), in the US and outsourced its finance and accounting functions to a reputable global service provider in the Philippines.

  2. Given the new systems and processes involved, there are risks to timely and accurate processing of documents, monitoring of expenditures, along with the change of service provider and decision-making associated with the steady flow of detailed quality information.

  3. Refocusing IT support to effectively manage the project implementation which includes prioritising SAP enhancements, aligning key business processes with functional groups, and putting in place a transition plan.

  4. The Group develops and implements measures to counter and eliminate cyberattacks from outside sources.

  5. We have engaged a third party to audit our systems and mitigate risks relating to data privacy and cyberattacks.

  6. Recognising that IT Assets are valuable and vital to support tactical business functions, the Group is currently in the process of revising its existing Information Security Policy to ensure that effective protection of information is communicated in a clear and consistent manner.