URC - Governance and Business Ethics PDF

Preview

Summary

Governance and Business Ethics...

Description

COMPANY PROFILE Universal Robina Corporation (URC) is one of the largest branded consumer food and beverage product companies in the Philippines. The company has a significant, and growing presence in the ASEAN and Oceania markets. It is among the Philippines' pioneers in the industry. It has been operating for over 50 years since Mr. John Gokongwei, Jr. established Universal Corn Products Inc. in 1954, a cornstarch manufacturing plant in Pasig City. URC is engaged in an array of food-related businesses, including the production and distribution of branded consumer snack foods and beverages; commodities such as sugar and flour; and agro-industrial businesses mainly hogs, animal feed, and other related products. URC has established itself to be the trailblazer in manufacturing through best-in-class technologies and processes. It has unswervingly showcased its innovation and excellence through groundbreaking products to the ASEAN market and wide distribution networks in both modern and traditional channels. Mr. John envisioned URC to become a premiere food and beverage player across the ASEAN region with strong market position. URC products are also exported to other markets like the US, Europe, Japan, Korea, the Middle East, and also in West African countries like Ghana, and Nigeria through our URC Thailand office. In 2014 URC started its venture to developed markets such as New Zealand and Australia which is now called, URC Oceania. \ URC has built three strong regional brands over the years— Jack 'n Jill for snack foods, C2 Cool and Clean for ready-to-drink tea, and Great Taste for coffee. These brands are becoming popular across the ASEAN region. We also have premium brands from SBA through their snackfoods segment such as Thins, Cheezels, CC’s, Kettle and Natural Chip, Co., and Griffin’s through their high quality sweet biscuits and wide range of healthy wrapped snacks called Nice and Natural. URC's key to success has been attributed to building strong brands, robust product innovation pipeline, and world-class manufacturing and supply chain capabilities. URC will continue to transform and delight consumers in line with the changing competitive dynamics, and growth opportunities in Asia.

COMPANY HISTORY Universal Robina Corporation (URC) traces its beginnings in 1954. At that time, Mr. John Gokongwei, Jr. did well as a trader. He had learned the trade when his father died before the Second World War. Mr. John worked hard during the conflict and postwar years, in order to prosper. However, while he thrived, he carefully examined his company and correctly predicted that trading would remain a low-margin business. Mr. John decided to construct a corn milling plant to produce glucose and cornstarch. He named it Universal Corn Products (UCP), the first linchpin of the company that became the URC we know today. Business was good for a time; it’s producing a commodity that consumers could easily access, until similar multinational companies in the country became hurdles. That’s why, Mr. John is continuously working with an eye towards the future. To stay ahead of the game, Mr. John had to diversify by producing and marketing his own branded consumer foods. He wanted to build the first 'local' multinational company (MNC), borne out of best practices. Thus, Consolidated Food Corporation was born in 1961. Its 'home run' and pioneer product is Blend 45, the first locally-manufactured coffee blend, dubbed as the "Pinoy coffee". Blend 45 became the largest-selling coffee brand in the market, beating market Café Puro and Nescafé Panned chocolate Nips came after coffee. It’s a Filipino childhood staple. In 1963, Robina Farms started its operations of poultry products. This was also the beginning of the vertical integration of the Gokongwei businesses. In the late ‘60s, Robichem Laboratories were built. Its main purpose is to provide veterinary needs to farm businesses. In the latter part of the ‘70s, Robina Farms expanded when it entered the hogs business. In 1966, Universal Robina Corporation was established. It pioneered the salty snacks industry through Chiz Curls, Chippy, and Potato Chips, under the Jack 'n Jill brand. Other snack products followed, as the company successfully introduced market leaders like Pretzels, Piattos, and Maxx. In the coming decades, URC had more acquisitions and developments. In the early 1970s, the family entered the commodities business through the formation of Continental Milling Corporation, for flour milling and production. The late 1980s brought the acquisition of three sugar mills and refineries, under URC Sugar. These two businesses provided stable cash flows, and allowed for further vertical integration in the supply chain, to help URC weather any volatility in the cyclical commodities market. In line with this strategy, during the late ‘90s URC entered the plastics business, through URC Packaging. While the businesses became more diversified, the companies were slowly integrated in order to streamline and minimize costs. In 2005, the present structure of the group was completed. All the different companies are now organized under the Universal Robina Corporation umbrella, divided into three focused groups: 

the Branded Consumer Food Group, comprised of BCFG Domestic (including packaging) and International;

 

the Agro-Industrial Group, comprised of Universal Corn Products, Robina Farms, and Robichem; and the Commodities Group, for sugar and flour divisions BUSINESS OPERATIONS Universal Robina Corporation (URC), the "first Philippine multinational", has managed to become one of the leading snack foods and beverage companies in the ASEAN markets. Most recently, URC has expanded its operations to developed markets such as New Zealand and Australia by acquiring the Griffin's Food Company, a leading snacks player in New Zealand. URC is known for its wide-ranging food and beverage businesses which includes branded consumer foods; flour and pasta; sugar; renewable energy through bio-ethanol and biomass cogeneration businesses (under the Sugar Group); hog farm and animal feed. MISSION, VISION AND CORE VALUES MISSION Universal Robina Corporation (URC) is one of the largest branded food product companies in the Philippines and has a growing presence in other ASEAN markets. VISION URC's vision is to be the best Philippine food and beverage company, with a powerful presence throughout the ASEAN region, carrying a wide portfolio of delightful brands of exceptional quality and value, equipped with efficient systems and motivated people. We are committed in making lives a truly fun experience. VALUES Passion to Win: We build organizational capability by being entrepreneurial and proactive, driven by a sense of urgency and purpose. We continuously challenge ourselves to deliver worldclass brands and consistently rally our people to strive for excellence. Dynamism: We cultivate a culture of innovation and productive working relationships. We continuously find ways to improve organizational and people capabilities to meet constantly challenging consumer needs. Integrity: We are guided by transparency, ethics, and fairness. We build the business with honor and are committed to good governance. Our processes and products meet the highest standards. We are credible in our dealings with both internal and external stakeholders. Courage: We seize opportunities in building long-term, sustainable businesses. We make tough people and business decisions to ensure competitive advantage.

COMPANY STRUCTURE

DIVISIONS UNDER URC

URC ORGANIZATIONAL CHART

BRANDED CONSUMER FOODS GROUP Universal Robina Corporation (URC), the first "Philippine multinational", is the leading branded snackfood and beverage company in the Philippines, which enjoys a loyal and consistent following from its many delighted customers. URC has consistently grown due to its constant innovations, strong distribution capabilities, and effective marketing campaigns. The company's constant efforts caused URC to have market leadership in salty snacks, candies, chocolates, canned beans, and ready-to-drink tea while maintaining strong positions in coffee, biscuits and noodles. JACK'N JILL Megabrand Jack 'n Jill offer one of the most diverse portfolios of snack food products in the Philippines. From salty snacks, to cakes and biscuits, to candies and chocolates, Jack 'n Jill's creations have been part of the Pinoy snacking experience for decades. Truly, life is fun when Jack 'n Jill are around.

PIATTOS

TOSTILLAS

Hexagon-shaped potato crisps made from the finest potato ingredients and are distinctly thin, bringing out the fullness of its unique flavors.

High quality nacho chips with a unique crunch in awesome cheese flavor that is great to eat as is or with dips.

CHIPPY

ROLLER COASTER

An incredibly crunchy snack with a distinct barbecue taste that makes it the barkada's go-to comfort snack.

The kiddie snack that comes in a delicious flavor and an exciting ring shape those youngsters can enjoy!

MANG JUAN

PIC-A

Your favorite tasty snacks that capture the Pinoy goodness of chicharron and fried chicken skin in exciting flavors!

The ultimate 3-in-1 snack mix with the combination of your all-time-favorite Jack ‘n Jill snacks – Piattos, Nova, and Tostillas.

TORTILLOS 100% stone-ground go-to corn chips in Barbecue, Cheese and Chili flavors. NOVA A light multigrain snack made from four fiber-rich grains that can only do your body good.

MR. CHIPS Simple, uncomplicated corn chips snack with just the right crunch and flavor. POTATO CHIPS WAVECUT Wavy chips with a big crunch made from 100% real potatoes that are cooked to a golden crisp.

BEVERAGES URC started its successful beverage business with Blend 45 - the first locally manufactured soluble coffee, Great Taste Granules - the first concentrated coffee in the country, and Great Taste 3-in-1 - the first complete coffee mix. A few years ago, URC shook up the market as it introduced C2 Cool & Clean - the first RTD tea entrant in a market significantly dominated by carbonated soft drinks. URC has also expanded its product portfolio by offering juices, water, ready-to-drink coffee, and ready-to-drink chocolate. URC has tremendously increased its presence in the coffee mixes segment with the unwavering success of Great Taste White. URC aims to keep its leadership in beverages by continuing to innovate and provide game-changer products to the market.

C2 COOL AND CLEAN A high-quality, ready-to-drink tea beverage made from 100% natural tea leaves with antioxidant-rich "catechins", delicately brewed and bottled on the same day. GREAT TASTE A long-standing local coffee brand with a rich history of firsts – first white coffee mix, first twin pack format, first resalable stand-up pouch, and first agglomerated coffee among others. BLEND 45 The coffee brand that perfectly captures the Filipino taste. REFRESH A value-for-money, high quality and affordable drinking water in an eco-friendly bottle which uses lesser plastic. CREAM ALL A coffee creamer that enhances the taste of any cup of coffee by making it full-bodied and creamier.

CON AGRA URC strengthens its beverages portfolio through its partnership with Conagra Brands US, making Swiss Miss widely available in the country. Swiss Miss offers quality products made from premium cocoa, real milk and other premium imported ingredients for real chocolate lovers to enjoy.

SWISS MISS HOT COCOA MIXES Rich chocolate goodness with a smooth, creamy taste, and an enticing aroma in every sip. NISSIN

URC has made Nissin's famous cup noodles readily available in the country, through its joint venture Nissin Foods Holdings, Co. Ltd. URC's other noodles business, Payless, which offers value-for-money instant noodles with superior quality at affordable prices, was recently consolidated under the Nissin URC joint venture.

NISSIN CUP NOODLES Satisfying meal that is mixed with flavorful ingredients, and is easy and convenient to prepare.

NISSIN YAKISOBA Delicious Japanese-inspired stir fried noodles topped with a generous amount of tasty meat bits and real vegetables.

NISSIN RAMEN Authentic and rich tasting Japanese noodles with real meat bits and vegetables

PAYLESS XTRA BIG PANCIT CANTON Satisfying instant pancit canton that is extra big in flavour and quantity

NISSIN PASTA EXPRESS All-time-favorite pasta flavors that come in instant noodle form

PAYLESS PANCIT SHANGHAI Flat instant noodles with real vegetables available in Patatim variant

NISSIN INSTANT MAMI Easy-to-cook instant noodles in seafood flavor. CALBEE A treat for the adventurous, Universal Robina Corporation brings you the leading snack brand from Japan, Calbee! With its wide range of innovative and dynamic snacks, Calbee definitely offers an authentic Japanese experience with every bite! CALBEE HONEY BUTTER POTATO CHIPS The hunt for honey butter flavors ends here! Calbee Honey Butter Potato Chips has made it to our shores. Get onboard with this delightfully exciting flavor craze that will keep you snacking for days! CALBEE POTATO CHIPS Take your regular chip snacking to another level with Calbee Potato Chips! Made from real potatoes and seasoned only with the best flavors, potato chips have never tasted this good! Enjoy popular flavors Cheddar & Sour Cream and Classic Salted or add spice to your life with wild Wasabi. JAGABEE Enjoy real potato fries packed with a flavorful crunch and crisp for a snacking experience beyond expectations. Jagabee is available in Cheese and Classic Salted flavors.

CALBEE RIPPLES POTATO CHIPS Make way for wavy-cut crisps from Calbee Ripples Potato Chips! Choose from a uniquely Japanese Nori, or delectably tangy Sour Cream & Onion flavor! SNACKING WILL NEVER BE THE SAME WITH CALBEE.

JAGABEE Crisp, flavorful potato fries in Cheese, Classic Salted, and Garlic flavors.

HONEY BUTTER POTATO CHIPS Thinly sliced potato chips flavored with rich honey and delectable butter.

POTATO CHIPS Your favorite potato chips in Cheddar & Sour Cream, Classic Salted, and Wasabi flavors.

RIPPLES Wavvy-cut potato chips that bring out more intense flavors of Nori, and Sour Cream & Onion. DANONE A surprising Water Plus Drink that makes you feel fully alive – body, mind and mood. It comes in 5 fruity flavors: Calamansi, Lychee, Orange, Pear and Peach.

B'LUE A refreshing Water Plus Drink that's available in Calamansi, Lychee, Orange, Pear and Peach flavors VITASOY Vitasoy, The Soy Experts™, and the leading soy milk brand in Hong Kong, China, Australia and New Zealand partners with Universal Robina Corporation to bring nutritious and great-tasting soy milk to the Philippines. All Vitasoy products only use non-GMO soybeans and the finest ingredients to deliver the natural goodness of soy in a drink expertly crafted to satisfy the Filipino's palate.

VITASOY CLASSIC Nutritious and great tasting soy milk drink that is made from high quality, non GMO soybeans. It's cholesterol free, lactose free, packed with protein and low in saturated fat.

VITASOY PLUS Soy milk drink that's made from high quality, non GMO soybeans and real added oats. It's lactose free, cholesterol free, and low in fat.

MILESTONES

CODE OF BUSINESS CONDUCT AND ETHICS CONFLICT OF INTEREST The Company's Code of Business Conduct and Conflict of Interest Policy require employees to make a conscious effort to avoid conflict of interest situations; that his judgment and discretion is not influenced by considerations of personal gain or benefit. A conflict of interest may also occur because of the actions, employment, or investments of an immediate family member of an employee. CONDUCT OF BUSINESS AND FAIR DEALINGS The Company's employees that recommend, endorse, or approve the procurement or sale of goods and services should make a conscious effort to avoid any conflict of interest situation in transactions that they are involved in. RECEIPT OF GIFTS FROM THIRD PARTIES The Company allows the acceptance of gift only during the Christmas Season. There is no restriction in the value of the gift accepted. However, accepted gift with estimated value over PHP 2,000 must be disclosed to the Conflicts of Interest Committee. COMPLIANCE WITH LAWS AND REGULATIONS The Company ensures that all transactions comply with relevant laws and regulations. Any deficiencies are immediately rectified. RESPECT FOR TRADE SECRETS/USE OF NON-PUBLIC INFORMATION The Company has policies that ensure proper and authorized disclosure of confidential information. Disclosures to the public can only be done after disclosure to the SEC and PSE by the Company's authorized officers. USE OF COMPANY FUNDS, ASSETS, AND INFORMATION Employees are required to safeguard Company resources and assets with honesty and integrity. Employees must ensure that these assets are efficiently, effectively, and responsibly utilized.

EMPLOYMENT AND LABOR LAWS AND POLICIES The Company's Human Resources Unit ensures compliance with employment and labor laws and policies. DISCIPLINARY ACTION Violation of any provision of the Code of Business Conduct may result to disciplinary action, including dismissal and reimbursement for any loss to the Company that result from the employee's action. If appropriate, a violation may result in legal action against the employee or referral to the appropriate government authorities. WHISTLE BLOWER Any employee may discuss or disclose in writing any concern on potential violation of the Code of Business Conduct with the Conflicts of Interest Committee. Reports or disclosures can be made in writing or by email using the following contact details:

Details a. email address

[email protected]

b. fax number

395-2890

c. mailing address

CICOM JG Summit Holdings, Inc. 44th Flr. Robinsons Equitable Tower ADB Avenue, Cor., Poveda Road, Pasig City

Must be sent in a sealed envelope clearly marked "Strictly Private and Confidential-To Be Opened by Addressee Only"

CONFLICT RESOLUTION The Conflicts of Interest Committee submits recommendations on courses of action to be taken on conflicts of interest situations. Decision is done by the Executive Committee.

BOARD COMMITTEES AUDIT COMMITTEE This Audit Committee Charter (this “Charter”) establishes the purpose, qualifications and membership, structure and operations, duties and responsibilities of the Audit Committee (the “Committee”) of Universal Robina Corporation (the “Company”), and the procedures which guide the conduct of its functions. The purpose of the Audit Committee is to provide oversight over the Company’s financial reporting, Internal Control System, Internal and External Audit processes, and monitor compliance with applicable laws and regulations. The Committee shall ensure that systems and processes are put in place to provide assurance in areas including reporting, monitoring compliance with laws, regulations and internal policies, efficiency and effectiveness of business operations, and proper safeguarding and use of the Corporation’s resources and assets. AUDIT COMMITTEE 1. 2. 3. 4. 5. 6.

Wilfrido E. Sanchez (ID) - Chairman James L. Go (ED) - Member Lance Y. Gokongwei (ED) - Member Johnson Robert G. Go, Jr. (NED) - Member Irwin C. Lee (ED) - Member Cesar v. Purisima (ID) – Member CORPORATE GOVERNANCE COMMITTEE This Corporate Governance Committee Charter (this “Charter”) establishes the purpose, qualifications and membership, structure and operations, duties and responsibilities of the Corporate Governance Committee (the “Committee”) of Universal Robina Corporation (the “Company”), and the procedures which guide the conduct of its functions. The purpose of the Corporate Governance Committee is to oversee the development and implementation of Corporate Governance principles and policies. The Corporate Governance C...