The Company is in the process of formally setting up its risk management board committee and update its risk management policy and systems for the approval of the Board of Directors. The Company was listed in the Philippine Stock Exchange on March 31, 2017, beyond the period covered by this report. The Company, however, undertakes that it will comply with all of the guidelines prescribed in the Code of Corporate Governance For Publicly Listed Companies.
For 2016, the company’s risk management system was covered by Internal Audit and Control and in the board level by the Audit Committee.
(a) Overall risk management philosophy of the company;
The risk management philosophy the Company is anchored on strong corporate governance structures, responsive risk management process and adherence to the principles of ownership and accountability.
(b) A statement that the directors have reviewed the effectiveness of the risk management system and commenting on the adequacy thereof;
The Company’s Board of Directors through the Audit Committee periodically reviews the key risk areas and risk management and internal audit and control processes. The Board has deemed the risk management and internal audit and control systems to be adequate.
(c) Period covered by the review;
The review covered the period from April 1 to December 31, 2016.
(d) How often the risk management system is reviewed and the directors’ criteria for assessing its effectiveness; and
The Company’s risk management systems are reviewed together with the internal controls regularly in committee and board meetings.
(e) Where no review was conducted during the year, an explanation why not.
Give a general description of the company’s risk management policy, setting out and assessing the risk/s covered by the system (ranked according to priority), along with the objective behind the policy for each kind of risk:
Any employee may discuss or disclose in writing any concern on potential violation of the Code of Business Conduct. Reports can be made in writing or by email.
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.
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.
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.
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:
1. 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.
2. 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.
3. 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;
4. Using or performing functions for personal gain;
5. 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.
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.
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.