Annual Corporate Governance Report
JFC Integrated Annual Corporate Governance Report for the year ended December 31, 2020
Consolidated Changes and Updates in the ACGR as of April 13, 2016
Consolidated Changes and Updates in the ACGR for 2014
Consolidated Changes and Updates in the ACGR as of January 8, 2016
Consolidated Changes and Updates as of December 31, 2013
2012 Annual Corporate Governance Report
JFC Integrated Annual Corporate Governance Report for the year ended December 31 2019
Consolidated Changes and Updates in the ACGR as of August 26 2015
Consolidated Changes and Updates for 2016 as of March 27, 2017
Continuing Education of the Board of Directors
and Key Officers
Board Committees, Committee Members and Committee Charters
Business Ethics and Business Conduct
BUSINESS ETHICS AND BUSINESS CONDUCT
The Company is committed to maintaining the highest standards of business ethics and has accordingly established a system to enable stakeholders to be guided by the Company's ethical standards and to anonymously report violations thereof without fear of reprisal.
THE JFC GROUP ETHICS PROGRAM
Code of Business Ethics
The JFC Group Ethics Program (the "Program") is anchored on the JFC Code of Business Ethics, approved by the JFC Board of Directors on February 9, 2016.
The Code of Business Ethics is a statement of shared ethical standards as members of the Board of Directors or as employees of Jollibee Foods Corporation ("JFC" or the "Company") and its subsidiaries in the conduct of business worldwide. The purpose of the Code of Business Ethics is to provide a framework to guide actions and decisions of the Company and its directors and employees as they exercise their judgment in the course of carrying out their day-to-day responsibilities, so that they consistently reflect JFC's values in the course of doing business.
The Code of Business Ethics emphasizes conducting business with integrity, treating everyone with respect, committing to lawful business practices, and safeguarding the Company's resources and interests.
Key Components of the Ethics Program
The key components of the Ethics Program are (1) the anonymous whistleblower program established under the Whistleblower Policy; (2) continuous training and communication across regions; and (3) continuous strengthening of policies and processes related to ethics. The effectiveness of the Ethics Program is regularly reviewed by Internal Audit.
Compliance with internal policies is ensured by providing employees an avenue to participate and report any breaches of our policies. Under the Company's Code of Business Ethics, employees have the duty to report actual or perceived violations of the Company
Under the Company's Whistleblower Policy, a whistleblower is entitled to remain anonymous, to be safe from retaliation, including harassment or disciplinary action in connection with such reports. The appropriate Legal & Ethics office is tasked to coordinate with Human Resources for the implementation of measures to safeguard the anonymity and safety of the whistleblower. The reports are raised directly to Global Legal & Ethics and the appropriate Ethics Council within the region concerned, and are monitored by the Global Ethics Council and the Audit Committee.
For any violations of the Company's Code of Business Ethics and related policies, you may contact Global Legal & Ethics through the following:
- Email: [email protected]
- Mobile: +63 949 8891160
- Mailing address: Global Legal & Ethics - Jollibee Foods Corporation, 6/F Jollibee Plaza, F. Ortigas Jr. Avenue, Ortigas Center, Pasig City
Training & Communications
Ethics Training is part of the New Employee Onboarding Program, which all new hires must undergo. Moreover, the Ethics Program includes yearly training sessions and refresher tests for all employees worldwide, which are developed and implemented as part of the Company's core curriculum for employees, through the collaboration of Global Legal & Ethics and Global Human Resources and Region HR offices. These interactive e-learning sessions are regularly conducted to ensure continued awareness of and compliance with the Code of Business Ethics and other related policies. Annual reminders on our policies are also sent to all employees who are required to accomplish yearly disclosure forms and declarations of compliance to ensure continued adherence with the Policy on Gifts and Policy on Conflict of Interest.
The key policies focused on ethics are the following:
- Anti-Bribery and Corruption Policy
- Policy on Gifts
- Policy on Conflict of Interest
- Supplier Code of Conduct
The Policy on Anti-Bribery and Corruption formalizes and operationalizes the Company's policy on compliance with laws on anti-bribery and corruption. It prohibits making or accepting any offer, promise, or gift of money or anything of value directly or indirectly from a party with whom the Company does business or who seeks to do business with the Company, for the purpose of influencing the recipient's decisions or actions in order to facilitate, obtain, or retain business. It likewise prohibits any payment by or on behalf of the Company if any portion thereof is intended to be used, directly or indirectly, for purposes contrary to applicable anti-bribery and corruption laws or the Policy on Anti-Bribery and Corruption. Through this policy, the JFC Group requires its directors, officers and employees to comply with anti-bribery and corruption laws applicable in the regions where they respectively do business and that may be applicable to them regardless of location.
The Policy on Gifts prohibits giving or receiving gifts or favors, except in limited instances and subject to applicable laws. This policy includes an express prohibition on any cash as form of gift-giving and prohibits gifts that are or may be suggestive of any illegal activities. There is also an absolute prohibition on the giving or receiving of gifts or favors to or from those who are presently involved in any tendering, bidding, selection and approval process; those who do contract management and performance assessment of a person having or seeking a business relationship or transaction with the Corporation; and those who influence the hiring or employment process. A violation of this policy may result in disciplinary action corresponding to the nature and seriousness of the offense.
In business dealings with outside parties, the Company takes steps toward ensuring that it is not subject to any conflict of interest and that dealings with suppliers and service providers are without favor or preference, other than the best interest of the Company. The Company's Policy on Conflict of Interest provides that every employee shall avoid interests, relationships, transactions or activities that may impair or appear to impair the performance of his duties to the best of his ability. Likewise, every employee is expected to exercise objectivity and impartiality when fulfilling his function, and to avoid circumstances that may compromise or appear to compromise such objectivity and impartiality.
The Company's commitment to lawful business practices is extended to our suppliers and third parties with whom we do business, who are contractually required to abide by the laws of the territories in which they do business and to immediately report violations of our Policy on Gifts, such as by offering or soliciting gifts in relation to third-party transactions.
The Company, through its Internal Audit function, performs regular and special audits and reviews, audits and assesses the adequacy and effectiveness of the internal control system of all major areas of the Company in safeguarding that integrity of business dealings to verify, among others, that corporate funds are not misappropriated towards illicit transactions, bribes, or kickbacks that personally benefit employees or external parties. On the basis of the approved audit plans, internal audit examinations cover, at the minimum, the evaluation of the adequacy and effectiveness of controls that cover the Company's governance, major operations, and key information systems, including the reliability and integrity of critical financial and operational information, effectiveness and efficiency of major operations, protection of assets, and compliance with contracts, laws, rules and regulations. Internal Audit, under the supervision of the Company's Ethics Council, conducts further work whenever it is necessary. Our financial controls are also subject to annual external audits.
THE JFC GROUP ETHICS ORGANIZATION
The Global Ethics Council is the approving body for all ethics-related initiatives, programs and policies of the JFC Group of Companies. The Global Ethics Council is chaired by a member of Board of Directors and of the Board's Audit Committee, while the members of the Global Ethics Council are the heads of the Human Resources, Internal Audit, and Legal functions of the JFC Group. Regional Ethics Councils are also established at the regional level and supervised by the Global Ethics Council. The implementation of the Ethics Program is driven by the Global Legal & Ethics office, headed by the Global General Counsel & Ethics Head of the JFC Group.
The Global Ethics Council is overseen by the Audit Committee which reviews all periodic reports of the Global Ethics Council to monitor disposition of any ethical violations and assess the effectiveness of the implementation of the Company