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I acknowledge, agree and consent to the following:
1. That Roxas Holdings, Inc. (the “Company”) shall collect, use, store, disclose, transfer, share and process my personal data for purposes of my participation in the Company’s Annual Stockholders’ meeting, including my attendance and voting in absentia … Read more as a stockholder of the Company;
2. That I have full and sole responsibility over the truthfulness, accuracy and completeness of the personal data I provide to the Company for the purposes stated above and shall immediately notify the Company of any change thereto. I shall indemnify and hold free and harmless the Company, its directors, officers and employees from any and all claims, liability, loss, cost, damage and/or injury which may arise from any misrepresentation; and
ASM 2020 Resources
- Notice and Agenda
- Remote Participation & Voting in Absentia
- Sample Proxy Form
- Contact Us
Roxas Holdings, Inc. (“RHI”, “We”, “us”, “our”) commits to protect and maintain the privacy of your personal information in accordance with the mandate of the Data Privacy Act of 2012. We will keep secure and confidential all personal and sensitive information that you may provide to RHI, and/or those that RHI may collect from you (“Personal Data”).
This Privacy Statement (“Statement”) indicates the manner in which RHI collects, uses, processes, maintains, secures, and discloses Personal Data we obtain, or which you may provide through this website, https://asm2020.rhi.com.ph/ (“Website”).
We may update this Statement from time to time to reflect change(s) in the law and/or our internal standards to better protect your Personal Data and privacy. RHI may at any time revise this Privacy Statement by updating this posting. You are bound by such revisions and should therefore periodically visit this page to review the most current Privacy Statement.
By accessing this Website, and submitting your Personal Data through it, you expressly acknowledge that you have read, understood and hereby agree to all of the terms of this Statement and that you have given your consent for us to:
- Process your Personal Data, as provided under applicable laws, regulations, and our policies, for our subsidiaries and affiliates, contractors, service providers, and other authorized third parties’ legitimate purpose/s;
- Make your Personal Data available for our subsidiaries and affiliates, contractors, service providers, and other third parties.
What We Collect and Process?
The Personal Data requested, as appropriate, may include:
- Contact information including mailing address, email address, delivery address, telephone number, mobile number
- Other information that may be used for customer surveys, marketing offers or online promotions.
When Do We Collect Your Personal Data?
When you access our Website, we may collect your Personal Data in a variety of ways, including, but not limited to, when you:
- Visit our Website
- Contact us by sending an inquiry, leaving a comment, or providing feedback at our Website
- Do any transaction through our Website such as when you subscribe for information on our products; participate in any of our online activities, etc.
Non-Personal Identifiable Information
As you navigate around and interact with the Website, we may collect non-personal identifiable information about you. Non-personal identifiable information may include the following:
- Information about your computer/device and internet connection, as well as IP address, operating system, and browser type
- Details of your visit to the Website (e.g. pages and internal links accessed on our Website, search terms that you used, date and time you visited the Website, time spent on the Website pages, and other statistics)
Non-personal identifiable information collected may be used for analysis and evaluation in order to help us improve the services and products we provide.
Web Browser Cookies
How will RHI Use and Disclose Collected Personal Data?
RHI collects and uses Personal Data for the following purposes:
- To respond to your inquiries and fulfill your requests, such as to send you documents you request or email alerts;
- To send you important information regarding our relationship with you or regarding the Website, changes to our terms, conditions and policies and/or other administrative information (where applicable); and
- For our business purposes, such as data analysis, audits, developing new products, enhancing our Website, improving our products and services, identifying Website usage trends, personalizing your experience on the Website by presenting products and offers tailored to you, and determining the effectiveness of our promotional campaigns.
We may also disclose information collected through the Website:
- To our subsidiaries and affiliates;
- To our service providers, contractors and other third parties who provide services to support our business and who are bound by contractual obligations to keep Personal Data confidential and use it only for the purposes for which we disclose it to them;
- To government and law enforcement agencies and regulatory bodies;
- To comply with orders of courts, government agencies, regulatory bodies, and with applicable laws and regulations;
- If we believe disclosure is necessary or appropriate to protect the rights, property or safety of RHI, our subsidiaries and affiliates, officers, employees, customers, or other third parties;
- To a third party in the event of any reorganization, merger, sale, joint venture, assignment, transfer, or other disposition of all or any portion of our business or assets, whether as a going concern or as part of bankruptcy, liquidation or similar proceeding, in which Personal Data held by RHI about our Website users is among the assets transferred; and
- To conduct investigations or breaches of RHI’s internal policies, laws and regulations, enforce appropriate sanctions and pursue legal actions if necessary.
The email address Users provide may be used to respond to their inquiries, and/or other requests or questions. If User decides to opt-in to our mailing list, they will receive emails that may include company news, updates, related product or service information, etc. If at any time the User would like to unsubscribe from receiving future emails, we include detailed unsubscribe instructions at the bottom of each email or User may contact us via our Site.
How will RHI protect your Personal Data?
We adopt appropriate data collection, storage and processing practices and have set up an adequate organizational, physical and technical security measures to protect the confidentiality, integrity, and availability of your Personal Data and secure against unauthorized access, alteration, fraudulent misuse, disclosure, destruction and/or any other unlawful processing of your Personal Data stored on our Website.
Unfortunately, no data transmission over the Internet or data storage system can be guaranteed to be 100% secure. If you have reason to believe that your interaction with us is no longer secure (for example, if you feel that the security of any account you have with us has been compromised), please immediately notify us of the problem by contacting us in accordance with the “Contacting Us” section below.
How can you Access, Change, or Delete Your Personal Data?
You are entitled to certain rights in relation to the Personal Data collected from you, including the right to access and correct your Personal Data being processed.
If you would like to review, correct, update, or delete the Personal Data that you have provided to us via the Website, please contact us via sending an email to firstname.lastname@example.org. We will try to respond to your request as soon as we can.
RHI and/or its duly authorized third party shall retain the Personal Data for a maximum period of five (5) years counted from the date you provide it to RHI, or when they were collected, respectively.
Third Party Websites
This Privacy Statement does not address, and we are not responsible for the privacy, information, or other practices of any third parties, including any third party operating any site or web property (including, without limitation, any application) that is available through this Website or to which this Website contains a link. The availability of, or inclusion of a link to, any such site or property on the Website does not imply endorsement of it by us or by our affiliates.
Website Visitor under the Age of 18
This Website is not directed to individuals under the age of eighteen (18), and we request that these individuals not provide Personal Data through the Website.
If you have any questions and/or concerns about this Privacy Statement, the practices of this Website, or your dealings with this Website, or your rights in relation thereto under the Data Privacy Act of 2012, please contact RHI’s Data Protection Officer at the following: email@example.com.
Notice of Annual Meeting of Stockholders
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of ROXAS HOLDINGS, INC. will be conducted virtually via https://asm2020.rhi.com.ph on June 4, 2020 at 10:00 o’clock in the morning with the following Agenda:
- Call to Order
- Certification of Notice and Quorum
- Approval of the Minutes of the Annual Meeting of Stockholders held on April 30, 2019
- Presentation and Approval of the Annual Report to Stockholders
- Ratification of All Acts and Resolutions of the Board of Directors and Management
- Election of the Board of Directors
- Appointment of External Auditor and Fixing its Remuneration
- Other Matters
The Board of Directors has fixed the close of business on December 31, 2019 as the Record Date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting of Stockholders.
Given the current circumstances, stockholders may only attend the meeting by remote communication, by voting in absentia, or by appointing the Chairman of the meeting.
Duly accomplished proxies shall be submitted on or before May 26, 2020 to the Office of the Assistant Corporate Secretary at the 14F Net One Center, 26th cor. 3rd Avenue, Bonifacio Global City, Taguig, Metro Manila or by email to: firstname.lastname@example.org. Validation of proxies is set for May 29, 2020 at 2:00 p.m.
Stockholders intending to participate by remote communication should notify the Corporation by email to email@example.com. on or before May 26, 2020.
Stockholders may vote electronically in absentia, subject to validation procedures.
The explanation on the Agenda items and the procedures for participating in the meeting through remote communication and for casting their votes in absentia are set forth in the Information Statement.
Copies of the Information Statement and Management Report, the Annual Report of the Company and other pertinent documents necessary under the circumstances are available in the Company’s website and PSE Edge.
In compliance with the SEC Advisory dated May 6, 2015, a copy of the Interim Unaudited Financial Statements of the Company as of and for the quarter ended March 31, 2020 with Management Discussion and Analysis shall be posted in the website of the Company, as may be available under the SEC rules. A hard copy of the same Interim Unaudited Financial Statements will be provided to any requesting shareholder, free of charge, as soon as said Interim Unaudited Financial Statements becomes available.
(sgd.) MA. HAZEL L. RABARA-RETARDO
Assistant Corporate Secretary
May 12, 2020
1 This supersedes the Notice of Stockholders’ Meeting submitted to the Philippine Stock Exchange and the Securities and Exchange Commission on February 10, 2020 and distributed via mail to the shareholders as of December 31, 2020 record date.
EXPLANATION OF AGENDA ITEMS
Call to order
The Chairman will formally open the meeting at approximately 10:00 o’clock in the morning.
Certification of notice and quorum (and rules of conduct and procedures)
The Corporate Secretary will certify that written notice for the meeting was duly sent to stockholders and that a quorum exists for the transaction of business.
Pursuant to Sections 57 and 23 of the Revised Corporation Code which allow voting in absentia by the stockholders, the Corporation has set up a designated online web address which may be accessed by the stockholders to register and vote in absentia on the matters presented for resolution at the meeting. A stockholder who votes in absentia as well as a stockholder participating by remote communication shall be deemed present for purposes of quorum.
The following are the rules of conduct and procedures for the meeting:
- Stockholders may attend the meeting remotely through the online web address (URL) provided. Questions and comments may be sent prior to or during the meeting at firstname.lastname@example.org and shall be limited to the Items in the Agenda. The Company will endeavor to answer all questions submitted prior to and in the course of the meeting, or separately through the Company’s Investor Relations Office within a reasonable period after the meeting.
- Each of the proposed resolutions will be shown on the screen during the live streaming as the same is taken up at the meeting.
- Stockholders must notify the Company of their intention to participate in the Meeting by remote communication to be included in determining quorum, together with the stockholders who voted in absentia and by proxy.
- Voting shall only be allowed for Stockholders registered in the Electronic Voting in Absentia system or through the Chairman of the meeting as proxy.
- Stockholders voting in absentia, who have previously registered, may cast their votes electronically at any time after validation, using such online web address prior to or during the meeting.
- All the items in the Agenda for the approval by the stockholders will need the affirmative vote of stockholders representing at least a majority of the issued and outstanding voting stock present at the meeting.
- Election of directors will be by plurality of votes and every stockholder will be entitled to cumulate his votes.
- The Office of the Corporate Secretary will tabulate all votes received and report the results of voting, immediately after the meeting.
- The meeting proceedings shall be recorded in audio and video format.
Approval of minutes of previous meeting
The minutes of the meeting held on April 30, 2019 are available at the Company’s website, www.roxasholdings.com.ph.
The Chairman, Mr. Pedro E. Roxas, and the President and Chief Executive Officer, Mr. Hubert D. Tubio will report on the performance of the Company for Fiscal Year ending September 30, 2019.
The Company’s Annual Report, titled “2019 Annual Report Sustainability Report” contains the “Message from the Chairman” and the “Message from the President and CEO”. Copies of the Annual Report have been posted on the Company’s website, www.roxasholdings.com.ph.
The Audited Financial Statements as of September 30, 2019 (AFS) will be embodied in the Information Statement to be sent to the stockholders at least 15 business days prior to the meeting.
Ratification of the acts of the Board of Directors and Officers
The actions of the Board and its committees were those taken since the annual stockholders’ meeting on April 30, 2019 until June 4, 2020. The acts of the officers were those taken to implement the resolutions of the Board or its committees or made in the general conduct of business. A detailed list is provided in the Information Statement.
Election of directors (including the independent directors)
The Corporate Governance Committee of the Board would have evaluated and determined that the nine (9) nominees for directors, including the nominees for independent directors, have all the qualifications and competence necessary for the effective performance of the Board’s roles and responsibilities, and none of the disqualifications to serve as members of the Board.
The profiles of the nominees to the Board are provided in the Information Statement.
Election of external auditor and fixing of its remuneration
The Audit Committee of the Board will endorse to the stockholders the election of the external auditor for the ensuing year as well as its proposed remuneration. The external auditor conducts an independent verification of the Company’s financial statements and provides an objective assurance on the accuracy of its financial statements.
The profile of the external auditor is provided in the Information Statement.
Consideration of such other business as may properly come before the meeting
The Chairman will open the floor for comments and questions by the stockholders. Stockholders may raise other matters or issues that may be properly taken up at the meeting.
2020 Annual Meeting of Stockholders
The “Meeting” Requirements & Procedure for Electronic Voting In Absentia & Participation by Remote Communication
ELECTRONIC VOTING IN ABSENTIA
Stockholders as of December 31, 2019 (“Stockholders”) have the option of electronic voting in absentia on the matters in the Agenda, after complete registration and successful validation. To access the Electronic Voting in Absentia system, stockholders are required to provide their active, primary electronic mail (e-mail) addresses to the Corporation by informing the Corporation, together with submission of documents necessary for validation, through email at email@example.com. Stockholders may also inform their respective brokers who will provide the necessary information on behalf of the stockholders.
The following are needed for registration:
For individual Stockholders –
- A recent photo of the stockholder, with the face fully visible (in JPG format). The file size should be no larger than 2MB;
- A scanned copy of the stockholder’s valid government-issued ID showing photo and personal details, signature, and preferably with residential address (in JPG format). The file size should be no larger than 2MB;
- A valid and active e-mail address;
- A valid and active contact number;
For Stockholders with joint accounts –
A scanned copy of an authorization letter signed by all Stockholders, identifying who among them is authorized to cast the vote for the account (in JPG format). The file size should be no larger than 2MB;
For Stockholders under Broker accounts –
- A broker’s certification on the Stockholder’s number of shareholdings (in JPG format). The file size should be no larger than 2MB;
- A recent photo of the stockholder, with the face fully visible (in JPG format). The file size should be no larger than 2MB;
- A scanned copy of the Stockholder’s valid government-issued ID showing photo and personal details, signature and preferably with residential address (in JPG format). The file size should be no larger than 2MB;
- A valid and active e-mail address;
- A valid and active contact number;
For corporate Stockholders –
- A secretary’s certificate attesting to the authority of the representative to vote for, and on behalf of the Corporation (in JPG format). The file size should be no larger than 2MB;
- A recent photo of the stockholder’s representative, with the face fully visible (in JPG format). The file size should be no larger than 2MB;
- A scanned copy of the valid government-issued ID of the stockholder’s representative showing photo and personal details, signature and preferably with residential address (in JPG format). The file size should be no larger than 2MB;
- A valid and active e-mail address of the Stockholder’s representative;
- A valid and active contact number of the Stockholder’s representative.
The above documents shall be submitted to the Corporate Secretary by email through: firstname.lastname@example.org. no later than May 26, 2020
Important Note: Incomplete or inconsistent information may result in an unsuccessful registration. As a result, Stockholders will not be allowed access to vote electronically in absentia, but may still vote through the Chairman of the meeting as proxy, by submitting a duly accomplished proxy form, on or before May 26, 2020.
Considering the extraordinary circumstances in relation to COVID-19, the Company shall allow electronic, digital or scanned signature for the required documents, as applicable. Notarization requirement shall also be dispensed with at this time. However, the Company reserves the right to request additional information, and original signed and notarized copies of these documents at a later time.
The deadline for registration to vote in absentia is May 26, 2020. Beyond this date, Stockholders may no longer avail of the option to vote in absentia.
After validation, shareholders will receive their unique access codes, together with the instructions sent to the e-mail address provided. Otherwise, Stockholders may access the link https://asm2020.rhi.com.ph/ to complete the validation and start the voting process. Stockholders whose submission cannot be validated for being incomplete or for submitting unverifiable information shall not be allowed to proceed with registration and voting.
The validation process will be completed by the Corporation no later than three (3) business days from the final date of submission of requirements to the Corporation.
Once validated, the Stockholder will receive an e-mail confirmation on their successful registration. Registered Stockholders have until the end of the Meeting to cast their votes in absentia.
All agenda items indicated in the Notice of the Meeting will be set out in the digital absentee ballot and the registered Stockholder may vote as follows:
- For items other than the Election of Directors, the registered Stockholder has the option to vote: For, Against, or Abstain. The vote is considered cast for all the registered Stockholder’s shares.
- For the Election of Directors, the registered Stockholder may vote for all nominees, not vote for any of the nominees, or vote for some nominees only, in such number of shares as preferred by the Stockholder, provided that the total number of votes cast shall not exceed the number of shares owned, multiplied by the number of directors to be elected, or abstain from voting.
Once voting on the agenda items is finished, the registered Stockholder can proceed to submit the accomplished ballot by clicking the ‘Submit’ button.
Electronic Voting in Absentia system will prompt the Stockholder to confirm the submission of the ballot. The votes cast in absentia will have equal effect as votes cast by proxy.
After the ballot has been submitted, Stockholders may no longer change their votes.
- The Corporate Secretary will count and tabulate the votes cast in absentia together with the votes cast in person or by proxy. An independent third party will validate the voting results. The Corporate Secretary shall report the results of voting, as validated, immediately after the Meeting.
PARTICIPATION BY REMOTE COMMUNICATION
Stockholders as of December 31, 2020 (“Stockholders”) who are registered under the Electronic Voting in Absentia system can also participate in the Meeting on June 4, 2020 by remote communication by clicking the ASM live feed access in the same system.
Only those shareholders who have notified the Company of their intention to participate in the Meeting by remote communication, and who voted in absentia and/or by proxy, will be included in determining the existence of a quorum.
Shareholders will not be able to vote unless they register in the Electronic Voting in Absentia system or authorize the Chairman to vote as proxy, on or before May 26, 2020.
Shareholders may send their questions and/or comments prior to or during the meeting at email@example.com.
A link to the recorded webcast of the Meeting will be posted on the Company’s website after the Meeting.
Stockholders shall have two weeks from posting to raise to the Company any issues, clarifications and concerns on the Meeting conducted.
For any clarifications, please contact our Office of the Corporate Secretary through firstname.lastname@example.org.