Material Related Party Transactions
Related Files
Risk Policy
| Risk Exposure | Risk Management Policy |
|---|---|
| 1. The Company’s expected revenue and net income growth is highly dependent on the expansion of its store network and it may be adversely affected by the following factors: • identifying, hiring and training qualified employees for each site; • punctual commencement and completion of construction activities; • engaging qualified independent contractors; • managing construction and development costs of new stores, particularly in competitive markets; • securing required governmental approvals, permits and licenses (including construction and business permits) in a timely manner and responding effectively to any changes in applicable laws and regulations that adversely affect the Company’s costs or ability to open new stores; • unforeseen engineering or environmental problems with leased premises; and, • avoiding the impact of inclement weather, natural disasters and other calamities. | The Company has properly planned its expansion program and has worked cooperatively with the parent company to put in place contingency and corrective measures where issues especially in the construction of new stores occurred that would delay said expansion. There is no guarantee, however, that these corrective measures would totally eliminate the risk of delays in the implementation of the expansion plans. |
| 2. The Company may encounter significant competition in key provincial cities outside Metro Manila. A significant portion of the Company’s medium-term expansion strategy is to open new stores in the various regions of the Philippines, particularly in areas outside of Metro Manila. The retail market in these areas is dominated by independent local operations. Expansion into these areas exposes the Company to operational, logistical and other risks of doing business in new territories. | The Company has studied the demographics and the competitive environment in the areas it has planned to enter to overcome challenges of entering new markets. There is no guarantee that the strategies the Company will employ will result in the immediate and sustainable profitability or the branches to be opened in these new areas. |
| 3. The success of the Company’s business is reliant on the Company’s continuing capability to source and sell the appropriate mix of products that meet customer preferences. The Company’s success is dependent on its ability to source and sell products that meet quality standards and at the same time satisfy customer’s preferences. | The Company has a team of employees primarily responsible for sourcing the right portfolio of products, studying and anticipating trends in customer behavior, and appropriately responding to these trends. It’s ability to source and market such products, or to accurately forecast or quickly adapt to changing customer preferences, will affect the level of customer transactions in the Company’s stores, which could have an effect on the Company’s business. |
| 4. The Company may not be able to maintain and develop good relationships with its current and future suppliers, and failure to do so may adversely affect its business. | The Company’s success is a reliant on its relationships with current and future suppliers. The Company has had long-standing relationships with multiple local and foreign suppliers. The ability of the Company to build relationships with new suppliers and to maintain or further strengthen existing relationships with suppliers is important in enabling the Company to source its desired portfolio of products at the preferred price. |
| 5. The Company currently relies on distributors and service providers for its logistics requirements. The Company relies on distributors and third party service providers for transportation and deliveries of products to its stores. Any deterioration in its relationships with these distributors or service providers or other changes in supply and distribution chains, could have a material adverse effect on the Company’s business, financial condition and results of operations. | The Company has been able to establish and continues to improve its solid long-standing relationships with its service providers throughout the years. There can be no assurance, however, that these efforts will be successful. |
| 6. Changes in the retail and real estate market environment in the Philippines could affect the Company’s business. The Company’s home improvement business is dependent on the favorable growth and performance of the retail and real estate markets. The largest retail market of the Company is Metro Manila. The Company’s stores in Metro Manila account for more than half of its total sales. Demand for the Company’s products is driven by new and existing real estate projects in the market including, but not limited to, residential houses, condominiums, offices and commercial buildings. | The Company however, as it has done throughout the years, monitors and analyzes these markets in order for it to successfully anticipate changes and sufficiently respond to any development and continue to provide more and various choices to its customers. |
Whistle Blowing and Anti-Retaliation Policy
The Company requires its directors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. The whistle blowing and anti-retaliation policy of the Company applies to any matter which is related to the Company’s business and does not relate to private acts of its employees that does not affect the business and reputation of the Company.
The objectives of this policy are to encourage employees, contractors, suppliers, customers, business partners and other stakeholders to report concerns involving actual or suspected violations of Company policies, its code of conduct, criminal or unlawful acts or omissions, and instances when an act or omission endagers the health and safety of the employees; to provide clear procedures for reporting any actual or suspended violation of Company policies, misconduct, malpractice, irregularities or risks against the Company and to protect the Whistleblower against any form of retaliation.
The following are the official Reporting Channels which the Whistleblower can use to file any reportable condition:
• E-mail : helpline@wilcon.com.ph
• Mail at Head Office : 90 E. Rodriguez Jr. Ave., Ugong Norte, Quezon City
• Telephone : (02) 8634-8387 – Human Resources Department – Employee Relations
Conflict of Interest Policy
Directors must never allow themselves to be placed in a position where their personal interests are in conflict (or could be in conflict) with the interests or business of the Company. They must avoid any situation or activity that compromises, or may compromise, their judgment or ability to act in the best interest of the Company.
a) It is the duty of a Director to fully disclose to the Board any conflict of interest or presumption thereof involving him/her which could materially impair his/her judgment, exercise of duties and responsibilities and loyalty to the Company.
b) It is the duty of a Director to report to the Board any conflict of interest or presumption thereof involving a Director which could materially impair the latter’s judgment, exercise of duties and responsibilities and loyalty to the Company.
c) The Director, who is in conflict of interest, should not be counted in determining the existence of a quorum at the Board of Directors’ meeting at which the matter is voted upon.
d) If the conflict of interest is significant, ongoing and competing with the Company’s interest and if it impedes the ability of the Director to carry out his/her duties, the Company has the right to remove the Director from his/her position.
Any transaction with conflict of interest requires prior approval of the members of the Board.
Insider Trading Policy
The Company strictly observes and complies with the Securities Regulation Code (RA Act No. 8799) with respect to the Prohibition on Fraud, Manipulation and Insider Trading.
Employees are not allowed to discuss internal company affairs or developments with anyone outside the Company. Should they encounter queries relative to any financial matters or those that may affect the trading of the company’s securities they are advised not to answer and refer the same to the designated individuals authorized by the Company.
Related Party Transactions
Policies and Procedures
Describe the company’s policies and procedures for the review, approval or ratification, monitoring and recording of related party transactions between and among the company and its parent, joint ventures, subsidiaries, associates, affiliates, substantial stockholders, officers and directors, including their spouses, children and dependent siblings and parents and of interlocking director relationships of members of the Board.
| Related Party Transactions | Policies and Procedures |
|---|---|
| 1) Parent Company | Wilcon Corporation |
| 2) Joint Ventures | If any, treated as arm’s length transaction |
| 3) Subsidiaries | N/A |
| 4) Entities Under Common Control | Treated as arm’s length transaction |
| 5) Substantial Stockholders | Treated as arm’s length transaction |
| 6) Officers including spouse/children/siblings/parents | Treated as arm’s length transaction |
| 7) Directors including spouse/children/siblings/parents | Treated as arm’s length transaction |
| 8) Interlocking director relationship of Board of Directors | In order to safeguard against the excessive concentration of economic power, unfair competitive advantage or conflict of interest situations to the detriment of others through the exercise by the same person or group of persons of undue influence over the policy-making and/or management function of similar entities while at the same time allows them to benefit from organizational synergy or economies of scale and effective sharing of managerial and technical expertise, the Board shall formulate and implement policies and procedures that shall govern interlocking directorships within the Company. |
Policies and Data Relating to Health, Safety and Welfare of Employees including Company Sponsored Trainings
The Company complies with the safety, health and welfare standard, policies and procedures mandated by the Department of Labor and Employment.
The Company has the following policies:
Drug-Free Workplace – the company shall establish and implement policies and programs concerning drug abuse prevention, treatment and rehabilitation in accordance with the existing laws and regulations of the government.
Occupational Safety and Health Policy – The Company is committed to provide a safe work place, safe equipment, proper materials, establish and enforce safe methods and practices at all times.
Anti-Sexual Harassment Policies and Procedures – The Company shall not tolerate any behavior that amounts to sexual harassment and any officer or employee found to have committed sexual harassment shall be subjected to disciplinary action, up to and including dismissal.
Smoke-Free Workplace – The Company shall establish a smoke-free workplace policy awareness programs. This shall be part of the orientation conducted for newly-hired employees. A “no- smoking” sign shall be conspicuously displayed at floor areas designated as “no-smoking are.”
Workplace Policy and Program on Tuberculosis (TB) Prevention and Control – The Company’s TB Program shall be managed by its health and safety committee. This is to address the stigma attached to TB and to ensure that the worker’s right against discrimination, brought by the disease is protected and to facilitate free access to anti-TB medicines of affected employees through referrals.
Company and Government Mandated Leaves – This shall prescribe the polices regarding leave benefits of the employees provided by the Company and mandated by law.
Retirement Program – The Company has a retirement program for qualified employees of the Company.
The Company has a fitness gym to ensure a healthy balance between work and life of its employees.
Anti-Bribery and Corruption Policy – fully embraces its obligation of upholding the principles of honesty, integrity and transparency in conducting its business operations. Pursuant to this, WDI strictly prohibits any form of bribery and corruption within the Company as well as in its dealings or transactions with its customers, suppliers, service providers, governmental agencies and instrumentalities.
The following are considered by the Company as acts of bribery and corruption:
- Obtaining improper and undue advantage by means of directly or indirectly paying, offering to pay, requesting or receiving any money, gift, item with value, kickbacks or bribes to or from any suppliers, partners, service providers and government officials.
- Entering on behalf of the Company, into any transactions or dealings which is grossly disadvantageous to the Company, for his personal interest, profit, gain or benefit.
- Neglecting or refusing to perform any official function for the purpose of obtaining directly or indirectly some pecuniary or material benefit or advantage or for the purpose of receiving favors or benefits in the course of business;
- Using or performing functions for personal gain;
- Any actions similar to those stated above.
Any act or attempt to commit any of the acts stated above by the Company officers and employees shall be treated seriously and dealt with accordingly. This shall be handled in accordance with and guided by the Company’s handbook, Revised Manual on Corporate Governance, Revised Penal Code and other relevant laws and regulations.
Any officer or employee who witness any act of bribery or corruption shall report the same immediately to the Human Resources Department. They may also report acts of bribery or corruption to any officer of WDI’s management. All allegations of bribery or corruption shall be promptly investigated. To the extent possible, the identity of the officer or employee shall remain confidential and that of any witnesses and the alleged violator will be protected against unnecessary disclosure. When the investigation is completed, all parties will be informed of the outcome of the investigation.
The Human Resources Department shall form a committee that shall investigate any allegations of bribery or corruption. The Committee shall develop its own rules in the settlement and disposition of bribery or corruption cases. The Committee shall also develop and implement programs to increase understanding and awareness about the Company’s policy on anti-bribery and corruption.
Data Privacy Policy – the company is mandated to comply with Republic Act No. 10173 or the Data Privacy Act of 2012 and its implementing rules and regulations. Accordingly, employees are directed to keep and maintain all personal information of the company’s suppliers, customers and contractors in strict confidence, using such degree of care as is appropriate to avoid any unauthorized processing, access or disclosure.
Disclosure of Dealings of Company’s Shares – Pursuant to Section 23 of the Securities and Regulations Code, all directors and executive officers of the company are required to disclose and report to the Compliance Officer any dealings it made either selling or buying of the company’s shares within five (5) business days from the date of transactions or dealings made.
Company’s Training and Development Program for Employees.
The Company aims to foster a strong sense of responsibility in a motivating environment to enhance its employees’ incentives and loyalty. The Company conducts various trainings for different levels of staff, including trainings tailored to specific job duty, such as trainings on product knowledge for sales personnel. Staff remuneration typically comprises basic salaries and overtime allowance.
The Company has put in place a Leadership Enhancement and Development (LEAD) Program for all Managers and Supervisors conducted by external consultant. The LEAD Program is designed to equip managers and supervisors with leadership and management skills towards peak performance.
The Company also implements a Career Management Program (CMP) in order to ensure the continuous supply of competent key officers within the organization. This enables employees to realize their career aspirations through career development plans and interventions. To support the company’s expansion plans this program was created identifying the critical posts or positions in every branch and the selection of high potential candidates. The candidates are place in the career management pipeline for future needs of the company. This program also allows for lateral transfers for employees who wish to learn new skills in other departments.
Company’s reward/compensation policy that accounts for the performance of the company beyond short-term financial measures.
The Company has policies on annual merit increase, promotion and salary adjustments based on the employee’s performance assessments.