It is the duty of the Board of Directors to promote the rights of the shareholders, remove impediments to the exercise of those rights and provide an adequate avenue for them to seek timely redress for breach of their rights. 

The Board of Directors should take the appropriate steps to remove excessive or unnecessary costs and other administrative impediments to the shareholders’ meaningful participation in meetings, whether in person or by proxy. Accurate and timely information should be made available to the shareholders to enable them to make a sound judgment on all matters brought to their attention for consideration and approval.

Although all shareholders should be treated equally or without discrimination, the Board of Directors should give minority shareholders the right to propose the holding of meetings and the items for discussion in the agenda that relate directly to the business of the Corporation.  Furthermore, pursuant to SEC Memorandum Circular No. 14, Series of 2020,shareholders who, alone or together with other shareholders, hold at least five  percent  (5%)  of  the  outstanding  capital  stock of a publicly-listed company shall have the right to include items on the agenda prior to the regular/special stockholders’ meeting.

Managing conflicts of interest

Principle of “One Common Share One Vote”

Each shareholder shall be entitled to one (1) vote with respect to all matters to be taken up during the annual meeting of shareholders. With respect to the election of the members of the board of directors of the Corporation, each shareholder shall have cumulative voting rights.

Observe Confidentiality

A director should keep secure and confidential all non-public information he may acquire or learn by reason of his position as director. He/she should not reveal confidential information to unauthorized persons without the authority of the Board of Directors. 

Summary of Trading of Directors and Key Officers

A summary of the trading of directors and key officers on company shares are disclosed in the company website and may be accessed at https://www.megaworldcorp.com/investors/company-disclosures/statement-changes.

Related Party Transactions

The Corporation has a Related Party Transactions Committee tasked with reviewing all material related party transactions as defined by the pertinent laws, rules and regulations of the Securities and Exchange Commission. 

The Committee shall have the following powers, duties and responsibilities:
1.    Evaluates, on an ongoing basis, existing relations between and among business and counterparties to ensure that all Related Parties are continuously identified, RPTs are monitored, and subsequent changes in relationships with counterparties (from non-related to related and vice versa) are captured. 
2.    Evaluates all material RPTs to ensure that these are within market standards and are not undertaken on more favorable economic terms (e.g., price, commissions, interest rates, fees, tenor, collateral requirement) to such Related Parties than similar transactions with non-related parties under the same or similar circumstances and that no corporate or business resources of the Corporation are misappropriated or misapplied, and to determine any potential reputational risk issues that may arise as a result of or in connection with the transactions.
3.    Ensures that timely and appropriate disclosure is made, and/or information is provided to regulating and supervising authorities relating to the Corporation’s RPT exposures, and policies on conflicts of interest or potential conflicts of interest.

Disclosure of Related Party Transactions

The Related Party Transactions Committee shall ensure that timely and appropriate disclosure is made,
and/or information is provided to regulating and supervising authorities relating to the company’s Related Party Transactions Committee exposures. 

The Related Party Transactions Policy may be accessed here.

Ensuring Fair and Arm’s Length Terms

The Corporation puts in place an effective price discovery system and exercises due diligence in determining a fair price for Related Party Transactions, to ensure that they are within market standards and no preferential treatment nor more favorable economic terms (e.g. price, commissions, interest rates, fees, tenor) are given to Related Parties that are not extended to non-related parties under the same or similar circumstances. This price discovery mechanism could include, but is not limited to, canvassing or bidding process, publishing the property for sale, or acquiring the services of an external expert. The Corporation may also refer to the OECD Transfer Pricing Guidelines.

Before the execution of the Material Related Party Transaction, the Board of Directors shall appoint an external independent party to evaluate the fairness of the terms of the Material Related Party Transactions, including but not limited to, auditing/accounting firms and third-party consultants and appraisers.

The Related Party Transactions Policy may be accessed here.