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Petron Annual Corporate Governance Report for 2012

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Petron Annual Corporate Governance Report for 2012 SECURITIES AND EXCHANGE COMMISSION SEC FORM – ACGR ANNUAL CORPORATE GOVERNANCE REPORT 1. Report is Filed for the Year December 31, 2012 2. Exact Name of Registrant as Specified in its Charter Petron Corporation 3. SMC Head Office Complex, 40 San Miguel Avenue, Mandaluyong City 1550 Address of Principal Office Postal Code 4. SEC Identification Number 31171 5. (SEC Use Only) Industry Classification Code 6. BIR Tax Identification Number 000-168-801 7. (632) 886.3888 Issuer’s Telephone number, including area code 8. N/A Former name or former address, if changed from the last report ANNUAL CORPORATE GOVERNANCE REPORT Petron Corporation Page 1 of 142 TABLE OF CONTENTS A. BOARD MATTERS………………………………………………………………………………………………………………………….……….4 1) BOARD OF DIRECTORS (a) Composition of the Board………………………………………………………………………………….………4 (b) Directorship in Other Companies……………………………………………………………………………10 (c) Shareholding in the Company……………………………………….………………………………………...15 2) CHAIRMAN AND CEO………………………………………………………………………………………………………………15 3) OTHER EXECUTIVE, NON-EXECUTIVE AND INDEPENDENT DIRECTORS……………………………………17 4) CHANGES IN THE BOARD OF DIRECTORS…………………………………………………………………………………23 5) ORIENTATION AND EDUCATION PROGRAM……………………………………………………………………………38 B. CODE OF BUSINESS CONDUCT & ETHICS……………………………………………………………………………………………41 1) POLICIES…………………………………………………………………………………………………………………………………41 2) DISSEMINATION OF CODE………………………………………………………………………………………………….……59 3) COMPLIANCE WITH CODE………………………………………………………………………………………………………60 4) RELATED PARTY TRANSACTIONS…………………………………………………………………………………………….60 (a) Policies and Procedures……………………………………………………………………………………………60 (b) Conflict of Interest……………………………………………………………………………………………………64 5) FAMILY, COMMERCIAL AND CONTRACTUAL RELATIONS……………………………………………………..…66 6) ALTERNATIVE DISPUTE RESOLUTION……………………………………………………………………………………….67 C. BOARD MEETINGS & ATTENDANCE……………………………………………………………………………………………….…….68 1) SCHEDULE OF MEETINGS…………………………………………………………………………………………………………68 2) DETAILS OF ATTENDANCE OF DIRECTORS………………………………………………………………………………..68 3) SEPARATE MEETING OF NON-EXECUTIVE DIRECTORS………………………………………………………………68 4) ACCESS TO INFORMATION……………………………………………………………………………………………………….69 5) EXTERNAL ADVICE……………………………………………………………………………………………………………………70 6) CHANGES IN EXISTING POLICIES……………………………………………………………………………………………….71 D. REMUNERATION MATTERS………………………………………………………………………………………………………………71 1) REMUNERATION PROCESS……………………………………………………………………………………………………….71 2) REMUNERATION POLICY AND STRUCTURE FOR DIRECTORS…………………………………………………….72 3) AGGREGATE REMUNERATION …………………………………………………………………………………………………73 4) STOCK RIGHTS, OPTIONS AND WARRANTS………………………………………………………………………………74 5) REMUNERATION OF MANAGEMENT…………………………………………………………………………………….….75 E. BOARD COMMITTEES……………………………………………………………………………………………………………………….75 1) NUMBER OF MEMBERS, FUNCTIONS AND RESPONSIBILITIES…………………………………………………..75 2) COMMITTEE MEMBERS……………………………………………………………………………………………………………86 3) CHANGES IN COMMITTEE MEMBERS……………………………………………………………………………………….90 4) WORK DONE AND ISSUES ADDRESSED…………………………………………………………………………………….90 5) COMMITTEE PROGRAM……………………………………………………………………………………………………………91 ANNUAL CORPORATE GOVERNANCE REPORT Petron Corporation Page 2 of 142 F. RISK MANAGEMENT SYSTEM……………………………………………………………………………………………………………93 1) STATEMENT ON EFFECTIVENESS OF RISK MANAGEMENT SYSTEM…………………………………………..94 2) RISK POLICY……………………………………………………………………………………………………………………………..94 3) CONTROL SYSTEM……………………………………………………………………………………………………………………97 G. INTERNAL AUDIT AND CONTROL……………………………………………………………………………………………………100 1) STATEMENT ON EFFECTIVENESS OF INTERNAL CONTROL SYSTEM……………………………………….100 2) INTERNAL AUDIT (a) Role, Scope and Internal Audit Function……………………………………………………………….102 (b) Appointment/Removal of Internal Auditor……………………………………………………………103 (c) Reporting Relationship with the Audit Committee…………………………………………………103 (d) Resignation, Re-assignment and Reasons………………………………………………………………104 (e) Progress against Plans, Issues, Findings and Examination Trends………………………………………………………..….…………………………………104 (f) Audit Control Policies and Procedures……………………………………………………………………104 (g) Mechanisms and Safeguards…………………………………………………………………………………105 H. RIGHTS OF STOCKHOLDERS……………………………………………………………………………………………………………126 1) RIGHT TO PARTICIPATE EFFECTIVELY IN STOCKHOLDERS’ MEETINGS……………………………………126 2) TREATMENT OF MINORITY STOCKHOLDERS…………………………………………………………………………134 I. INVESTORS RELATIONS PROGRAM…………………………………………………………………………………………………135 J. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES………………………………………………………………………….136 K. BOARD, DIRECTOR, COMMITTEE AND CEO APPRAISAL…………………………………………………………………..138 L. INTERNAL BREACHES AND SANCTIONS…………………………………………………………………………………………..138 ANNUAL CORPORATE GOVERNANCE REPORT Petron Corporation Page 3 of 142 ANNUAL CORPORATE GOVERNANCE REPORT Petron Corporation (“Petron” or the “Company”) A. BOARD MATTERS 1) Board of Directors Number of Directors per Articles of Incorporation 15 Actual number of Directors for the year 15 (a) Composition of the Board Complete the table with information on the Board of Directors: Date last Type If nominee, elected (if No. of Nominator in [Executive identify the ID, state Elected years (ED), Non- the last election when served as Executive principal Date first the Director’s Name (if ID, state the (Annual director2 (NED) or elected number of relationship with /Special Independe years nt Director the nominator) Meeting) (ID)] served as ID)1 Ramon S. Ang ED San Miguel Ramon S. Ang 01/08/09 05/15/12 Annual 3.98 Stockholders’ Corporation Meeting (“ASM”) Eduardo M. NED San Miguel Ramon S. Ang 01/08/09 05/15/12 ASM 3.98 Cojuangco, Jr. Corporation Roberto V. Ongpin NED San Miguel Ramon S. Ang 07/31/08 05/15/12 ASM 4.42 Corporation Estelito P. Mendoza NED San Miguel Ramon S. Ang 01/08/09 05/15/12 ASM 3.98 Corporation Eric O. Recto* ED San Miguel Ramon S. Ang 07/31/08 05/15/12 ASM 4.42 Corporation Mirzan Mahathir NED San Miguel Ramon S. Ang 08/13/10 05/15/12 ASM 2.39 Corporation Bernardino R. Abes NED San Miguel Ramon S. Ang 07/31/01 05/15/12 ASM 11.43 Corporation Ron W. Haddock NED San Miguel Ramon S. Ang 12/02/08 05/15/12 ASM 4.08 Corporation Romela M. Bengzon NED San Miguel Ramon S. Ang 08/13/10 05/15/12 ASM 2.39 Corporation Aurora T. Calderon NED San Miguel Ramon S. Ang 08/13/10 05/15/12 ASM 2.39 Corporation Ferdinand K. NED San Miguel Ramon S. Ang 08/13/10 05/15/12 ASM 2.39 3 Constantino Corporation 1 Reckoned from the election immediately following January 2, 2012. 2 Reckoned from the date of first appointment until December 31, 2012. 3 Mr. Ferdinand K. Constantino was replaced by Mr. Lubin B. Nepomuceno as a director on February 19, 2013 as disclosed to the Securities and Exchange Commission (“SEC”) through an SEC Form 17-C filed on February 20, 2013. ANNUAL CORPORATE GOVERNANCE REPORT Petron Corporation Page 4 of 142 NED San Miguel Ramon S. Ang 08/13/10 05/15/12 ASM 2.39 Virgilio S. Jacinto Corporation Nelly Favis-Villafuerte NED San Miguel Ramon S. Ang 12/1/11 05/15/12 ASM 1.08 Corporation Reynaldo G. David ID N/A Imelda Carillo 05/12/09 05/15/12 ASM 3.64 (no relation to ID) (0.62% years as ID as of 12/31/12) Artemio V. ID N/A Arman Tupas 10/21/10 05/15/12 ASM 2.20 (no relation to ID) (0.62% years as Panganiban ID as of 12/31/12) (b) Provide a brief summary of the corporate governance policy that the board of directors has adopted. Please emphasize the policy/ies relative to the treatment of all shareholders, respect for the rights of minority shareholders and of other stakeholders, disclosure duties, and board responsibilities. The Company has adopted its Revised Manual of Corporate Governance (the “CG Manual”) to guide the Company in enhancing stakeholders’ value as it competes in a continually evolving business environment while reflecting sound business practice and applying the principles of good corporate governance in a manner that also takes into account its particular circumstances. The following policies adopted by the Company aim to further promote good corporate governance of the Company: 1. Code of Conduct and Ethical Business Policy (the “Code of Conduct”); 2. Policy on Dealings in Securities; and 3. Whistle-blowing Policy. The relevant provisions of the CG Manual on the treatment of all shareholders, respect for the rights of minority shareholders and other stakeholders, disclosure duties, and board responsibilities are set out below. Treatment of All Shareholders; Respect for the Rights of Minority Shareholders and Other Stakeholders The Company is committed to respect the legal rights of its stockholders. Voting Right All the stockholders of the Company, including the minority stockholders, have the right to participate in decisions concerning fundamental changes in the Company, such as the following: 1. amendment of the articles of incorporation (the “Articles of Incorporation”) and/or by-laws of the Company (the “By-laws”); 2. sale, lease, mortgage, pledge or other disposition of all or substantially all of the properties and assets of the Company; 3. merger or consolidation of the Company; and 4. investment of corporate funds in any other corporation or business or for any purpose other than the primary purpose for which the Company is organized. Common stockholders further have the right to elect, remove and replace directors and vote on corporate acts and matters that require their consent or approval in accordance with the Corporation Code of the Philippines (the “Corporation Code”). ANNUAL CORPORATE GOVERNANCE REPORT Petron Corporation Page 5 of 142 At each stockholders’ meeting,
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