Corporate Governance

Roxas Holdings, Inc. ensures accountability, fairness and transparency in its dealings with all stakeholders.

Corporate Governance Principles

Control of Inside Information

For the purpose of preventing the unfair use of information which may have been obtained by such beneficial owner, director, or officer by reason of his relationship to the issuer, any profit realized by him from any purchase and sale, or any sale and purchase, of any equity security of such issuer within any period of less than six (6) months, unless such security was acquired in good faith in connection with a debt previously contracted, shall inure to and be recoverable by the issuer, irrespective of any intention of holding the security purchased or of not repurchasing the security sold for a period exceeding six (6) months. Suit to recover such profit may be instituted before the Regional Trial Court by the issuer, or by the owner of any security of the issuer in the name and in behalf of the issuer if the issuer shall fail or refuse to bring suit within sixty (60) days after request or shall fail diligently to prosecute the same thereafter, but no such suit shall be brought more than two (2) years after the date such profit was realized. This subsection shall not be construed to cover any transaction where such beneficial owner was not such both at the time of the purchase and sale, or the sale and purchase, of the security involved, or any transaction or transactions which the Commission by rules and regulations may exempt as not comprehended within the purpose of this subsection.

(Source: Section 23.2, RHI Trading Policy)

The Company's Stocks

WHEREAS, the company needs to provide restrictions on the purchase and sale of its shares of stock by the members of its Board of Directors, members of its Board of Advisors and Principal Officers during all the time that they are prohibited from transacting with the company's shares of stock in order to protect them and the company from the consequences of possible violations of the abovementioned provisions of R.A. No. 8799, as amended, otherwise known as the Revised Securities Regulation Code (SRC) and the Revised Disclosure Rules of the PSE.

(Source: Section 73, RHI Trading Policy)

Monitoring of Conflicts of Interest

Develop a form on Full Business Interest Disclosure as part of pre-employment requirements for all incoming officers, which, among others, shall compel all officers to declare under the penalty of perjury all their existing business interests or shareholdings that may directly or indirectly conflict in their performance of the duties once hired

(Source: Article III, Revised Manual on Corporate Governance (2014.07.02))