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2015 Amended Acgr 111111111111111111111111111111111111111111111111111111111111111111111111111111111111 107222016003798 SECURITIES AND EXCHANGE COMMISSION SECBuilding,EDSA,Greenhills,MandaluyongCity,MetroManila,Philippines Tel:(632) 726-0931 to 39 Fax:(632) 725-5293 Email: [email protected] Barcode Page The following document has been received: Receiving Officer/Encoder : Jojit Licudine Receiving Branch : SEC Head Office Receipt Date and Time : July 22, 2016 04:47:13 PM Received From : Head Office Company Representative Doc Source Company Information SEC Registration No. CS200711792 Company Name GT CAPITAL HOLDINGS, INC. Industry Classification Financial Holding Company Activities Company Type Stock Corporation Document Information Document ID 107222016003798 Document Type LETTER/MISC Document Code LTR Period Covered December 31, 2015 No. of Days Late 0 Department CED/CFD/CRMD/MRD/NTD Remarks Amended ACGR COVER SHEET C S 2 0 0 7 1 1 7 9 2 S.E.C. Registration Number G T C A P T A L H 0 L D N S N C (Company's Full Name) 4 3 r d F L 0 0 R T T 0 w E R N T E R N A T 0 N A L A Y A L A A V E N U E C 0 R N E R H V D E L A C 0 S T A S T R E E T M A K A T C T (Business Address: No. Street City / Town Province) Atty. Renee Lynn Miciano-Atienza 8 3 6 4 5 0 0 Contact Person Company Telephone Number 1 2 3 1 AMENDED SEC FORM - ACGR Second Wednesday of May Month Day Fiscal Year Form Type Regular Meeting Certificate of Permit to Offer Securities for Sale (Order #092) Secondary License type, if applicable M S R D Dept. Requiring this Doc. Amended Articles Number/Section Total amount of Borrowings 70 Total No. of Stockholders Domestic Foreign To be Accomplished by SEC Personnel concerned File Number LCU Document I.D. Cashier Remarks = Pls. use black ink for scanning purposes. SECURITIES AND EXCHANGE COMMISSION AMENDED SEC FORM - ACGR ANNUAL CORPORATE GOVERNANCE REPORT 1. Report is Filed for the Year 2015 2. Exact name of Registrant as Specified in its Charter GT CAPITAL HOLDINGS, INC. 3. 43/F GT Tower International, 6813 Ayala Avenue, corner H.V. Dela Costa Street Makati City Postal Code: 1227 Address of principal office: 4. SEC Identification Number CS200711792 5. (SEC Use Only) Industry Classification Code 6. BIR Tax Identification Number 006-806-867 7. (632) 836-4500 Issuer's Telephone number, including area code 8. N/A Former name or former address, if changed from the last report GT CAPITAL HOLDINGS, INC. ANNUAL CORPORATE GOVERNANCE REPORT (as of June 30, 2016) Page 1 of 72 TABLE OF CONTENTS A. BOARD MATTERS 4 1) BOARD OF DIRECTORS 4 (a) Composition of the Board 4 (b) Directorships in Other Companies 7 (c) Shareholding in the Company 9 2) CHAIRMAN AND CEO 10 3) OTHER EXECUTIVE, NON-EXECUTIVE AND INDEPENDENT DIRECTORS 11 4) CHANGES IN THE BOARD OF DIRECTORS 15 5) ORIENTATION AND EDUCATION PROGRAM 22 B. CODE OF BUSINESS CONDUCT & ETHICS 26 1) POLICIES 27 2) DISSEMINATION OF CODE 27 3) COMPLIANCE WITH CODE 27 4) RELATED PARTY TRANSACTIONS 27 (a) Policies and Procedures 27 (b) Conflict of Interest 28 5) FAMILY, COMMERCIAL AND CONTRACTUAL RELATIONS 29 6) ALTERNATIVE DISPUTE RESOLUTION 29 C. BOARD MEETING AND ATTENDANCE 30 1) SCHEDULE OF MEETINGS 30 2) DETAILS OF ATTENDANCE OF DIRECTORS 30 3) SEPARATE MEETING OF NON-EXECUTIVE DIRECTORS 30 4) ACCESS TO INFORMATION 31 5) EXTERNAL ADVICE 33 6) CHANGES IN EXISTING POLICIES 33 D. REMUNERATION MATTERS 33 1) REMUNERATION PROCESS 34 2) REMUNERATION POLICY AND STRUCTURE FOR DIRECTORS 34 3) AGGREGATE REMUNERATION 34 4) STOCK RIGHTS, OPTIONS AND WARRANTS 35 5) REMUNERATION OF MANAGEMENT 35 E. BOARD COMMITTEES 36 1) NUMBER OF MEMBERS, FUNCTIONS AND RESPONSIBILITIES 36 2) COMMITTEE MEMBERS 42 3) CHANGES IN COMMITTEE MEMBERS 46 Page 2 of 72 4) WORK DONE AND ISSUES ADDRESSED 47 5) COMMITTEE PROGRAM 48 F. RISK MANAGEMENT SYSTEM 48 1) STATEMENT ON EFFECTIVENESS OF RISK MANAGEMENT SYSTEM 49 2) RISK POLICY 50 3) CONTROL SYSTEM 51 G. INTERNAL AUDIT AND CONTROL 52 1) STATEMENT ON EFFECTIVENESS OF INTERNAL CONTROL SYSTEM 52 2) INTERNAL AUDIT 53 (a) Role, Scope and Internal Audit Function 53 (b) Appointment/ Removal of Internal Auditor 54 (c) Reporting Relationship with the Audit Committee 55 (d) Resignation, Re-assignment and Reasons 55 (e) Progress against Plans, Issues, Findings and Examination Trends 55 (f) Audit Control Policies and Procedures 55 (g) Mechanisms and Safeguards 55 H. ROLE OF STAKEHOLDERS 56 I. DISCLOSURE AND TRANSPARENCY 60 J. RIGHTS OF STOCKHOLDERS 61 1) RIGHT TO PARTICIPATE EFFECTIVELY IN STOCKHOLDERS' MEETINGS 62 2) TREATMENT OF MINORITY STOCKHOLDERS 68 K. INVESTOR RELATIONS PROGRAM 69 L. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES 71 M. BOARD, DIRECTOR, COMMITTEE AND CEO APPRAISAL 71 N. INTERNAL BREACHES AND SANCTIONS 71 Page 3 of 72 A. BOARD MATTERS 1) Board of Directors Number of Directors per Articles of Incorporation Eleven (11) Actual number of Directors for the year Eleven (11) (a) Composition of the Board Complete the table with information on the Board of Directors: Director's Type If Nominator Date first Date last Elected when No. of years Name [Executive nominee, in the last elected elected (if (Annual/Special served as (ED), Non- identify election (if ID, state Meeting) director Executive the ID, state the (NED) or principal the number of Independe relationshi years nt Director p with the served as (ID)] nominator ID)1 ) George S.K. Ty NED n.a. Grand July 20, May 11, Annual 8 years and Titan 2007 2016 Stockholders' llmonths Capital Meeting Holdings, Inc. Arthur Vy Ty NED n.a. Grand July 20, May 11, Annual 8 years and Titan 2007 2016 Stockholders' llmonths Capital Meeting Holdings, Inc. Alfred Vy Ty NED n.a. Grand July 20, May 11, Annual 8 years and Titan 2007 2016 Stockholders' llmonths Capital Meeting Holdings, Inc. Francisco C. NED n.a. Grand May 12, May 11, Annual 2 years and 1 Sebastian Titan 2014 2016 Stockholders' month Capital (Effective Meeting Holdings, May 30, Inc. 2014) Carmelo Maria ED n/a Augusto August 5, May 11, Annual 4 years and Luza Bautista M. Cosio 2011 2016 Stockholders' 10 months Meeting Roderico V. NED n/a Grand August 5, Annual Puno Titan 2011 May 11, Stockholders' 4 years and Capital 2016 Meeting 10 months Holdings, Inc. David T. Go NED n.a. Grand May 12, May 11, Annual 2 years and 1 Titan 2014 2016 Stockholders' month Capital (Effective Meeting 1 Reckoned from the election immediately following January 2, 2012 Page 4 of 72 Holdings, May 30, Inc. 2014) Jaime Miguel ID n.a. Francisco December May 11, Annual ID for 4 G. Belmonte H. Suarez, 2, 2011 2016 Stockholders' years and 6 Jr. Meeting months Christopher P. ID n.a. Carmelo May 14, May 11, Annual ID for 3 years Beshouri Maria Luza 2013 2016 Stockholders' and 1 month Bautista Meeting Wilfredo A. ID n.a. Francisco May 14, May 11, Annual ID for 3 years Paras H. Suarez, 2013 2016 Stockholders' and I month Jr. Meeting Peter B. Favila ID n.a. Carmelo May 11, May 11, Annual ID 1 year and Maria Luza 2015 2016 Stockholders' 1 month Bautista Meeting (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 corporate governance policies adopted by the board of directors of the Corporation are found in the Corporation's Manual on Corporate Governance (the "Manual"). The Manual contains sections on Shareholders' Benefit, Disclosures, and Board Responsibilities. The section on Shareholders' Benefit expounds on the following rights of investors, which include minority, retail and institutional shareholders: Right to Attend and Participate in the Annual Stockholders' Meeting Voting Right Pre-emptive Right - Power of Inspection Right to Information Right to Dividends - Appraisal Right Right to fair and equal treatment Disclosure policies under the Manual include disclosure of material information to the general public as well as other disclosures, including corporate governance related disclosures. The Duties and Functions of the Board of Directors include: - fostering the long-term success of the Corporation and secure its sustained growth and competitiveness in a manner consistent with its fiduciary responsibility, which it shall exercise in the best interest of the Corporation, its stockholders and other stakeholders. formulating the corporation's vision, mission, strategic objectives, policies and procedures that shall guide its activities, including the means to effectively monitor Management's performance. Implementing a process for the selection of directors who can add value and contribute independent judgment to the formulation of sound corporate strategies and policies. Page 5 of 72 - Appointment of competent, professional, honest and highly-motivated management officers. - Adopting an effective succession planning program for Management. Providing sound strategic policies and guidelines to the corporation on major investments and capital expenditures. Establishing programs that can sustain its long-term viability and strength. - Periodically evaluating and monitoring the implementation of such policies and strategies, including the business plans, operating budgets and Management's overall performance. Ensuring the corporation's faithful compliance with all applicable laws, regulations and best business practices. Establishing and maintain an investor relations program that will keep the stockholders informed of important developments in the corporation. If feasible, the CEO or CFO shall exercise oversight responsibility over this program. - Identifying the stakeholders in the community in which the corporation operates or are directly affected by its operations, and formulate a clear policy of accurate, timely and effective communication with them.
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