Annual Shareholders' Meeting
JGSHI is transparent and fair in the conduct of its Annual and Special Shareholders’ meetings and encourages active shareholders participation. The Annual Shareholders’ Meeting (“ASM”) is conducted through remote communication and attended by shareholders owning or representing a majority of the outstanding capital stock and by all of the Board of Directors. The Notice of Annual Shareholders’ Meeting is sent more than a month before the actual date of the meeting and in accordance with the Corporate Governance Code for Publicly-Listed Companies, and the Amended By-Laws, requiring said notice be sent to shareholders at least twenty-eight (28) days before the meeting, via the following methods: 1) By publication in the Manila Standard and Business World for two (2) consecutive days in both online and print; 2) By posting on the website of the Corporation; and 3) By disclosure to the Philippine Stock Exchange.
The shareholders are encouraged to attend such meetings. Shareholders who are unable to attend are apprised ahead of time of their right to appoint a proxy. In order for the Company to properly conduct validation procedures through its external auditor, SyCip Gorres Velayo & Co., stockholders who wish to participate via remote communication are instructed to notify the Company through email of their desire to vote in absentia. Subject to the requirements of law, rules and regulations and the Amended By-Laws, the exercise of that right shall not be unduly restricted and any doubt about the validity of a proxy shall be resolved in the favor of the shareholder.
In accordance with Article II, Section 7 of the Amended By-Laws, every stockholder is entitled to vote, in person or by proxy, for each share of stock held by him which has voting power upon matters in question.
Notice of ASM for Shareholders
The Notice of Annual Shareholders’ Meeting published in the website of JGSHI and disclosed to PSE enumerates and explains the agenda items requiring stockholders’ approval with one agenda item per topic. It also provides the guidelines or procedures for voting and participation in the meeting and discloses that votes are validated by an independent party and identifies the external auditor appointed which is SyCip Gorres Velayo & Co. In addition thereto, both the Definitive Information Statement (SEC Form 20-IS) and Annual Reports are indicated through a link, QR Code, and email address where the stockholder can request for soft copies and send their concerns. Lastly, the proxy document is furnished at the end of the notice as a sample and to allow shareholders to appoint an attorney-in-fact and proxy, to represent and vote all shares registered in his/her/its name at the Annual Meeting of the Stockholders of the Corporation.
Definitive Information Statement to view profile of candidates to the Board.
During the ASM for the past two (2) years, the Chairman and all Board members were present. The voting procedures and the independent third party validating the votes were reiterated therein. In addition, the actual election of each director, who were elected individually through ballot, can be viewed in the ASM live broadcast. Within the meeting, the President and CEO also replied to the questions previously put forth by the shareholders.
Prior to adjournment of every ASM, the Chairman announces the approval of the Board of the declaration of cash dividends following its Dividend Policy.