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Corporate Governance
Board Structure and Process
Board of Directors
Risk Management
Acountability and Audit
Disclosure and Transparency
Dealings in Securities
Shareholder Relations
Code of Ethical Behavior
   
   
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Disclosure and Transparency

CPVDC is committed to high standards of disclosure and transparency to enable the investment community to understand the true financial condition of the Company and the quality of its corporate governance.   

Ownership Structure
The Company has a transparent ownership structure. It annually discloses the top 20 holders of the common equity securities of the Company.  In addition, disclosure of the security ownership of certain record and beneficial owners owning more than 5% as well as of directors and management is made annually.  This information is also contained in the Definitive Information Statement sent to shareholders.  

Title of Class

Name, address of Record Owner and Relationship with Issuer

Name of Beneficial Owner and Relationship with Record Owner

Citizenship

No. of Shares Held

Percent

Common

Cebu Holdings, Inc.
Cebu Holdings Center,
Cebu Business Park,
Cebu City

Cebu Holdings, Inc.

Filipino

717,064,048

76.26%

Common

The Province of Cebu
c/o Office of the Governor Provincial Capitol Compound
Cebu Ctiy

The Province of Cebu

Filipino

77,865,406

8.28%

Common

Ayala Land, Inc.
31/F Tower One Bldg.
Ayala Triangle,
Makati City

Ayala Land, Inc.

Filipino

73,341,993

7.80%

Cebu Holdings, Inc. (CHI) is the parent company of Cebu Property Ventures & Development Corporation.

As per By-laws and the Corporation Code, the Board of Directors of CHI has the power to decide how CHI shares in CPVDC are to be voted.

The Province of Cebu is not related to the Company.

The Office of the Governor Provincial Capitol has the power to decide how the Government’s shares in CPVDC are to be voted.

Ayala Land, Inc. (ALI) is a significant shareholder of the Company.

As per By-laws and the Corporation Code, the Board of Directors of ALI has the power to decide how ALI shares in CPVDC are to be voted.

Content and Timing of Disclosures
CPVDC updates the investing public with strategic, operating and financial information through adequate and timely disclosures filed with the SEC and PSE. 

In addition to compliance with periodic reportorial requirements, the Company punctually discloses major and market-sensitive information such as dividend declarations, joint ventures and acquisitions, sale and disposition of significant assets, as well as other material information that may affect the investment decision of the investing public.  In 2007, unstructured disclosures were filed involving matters such as the declaration of P.10 cash dividend to common shareholders.

Consolidated audited financial statements for the latest financial year are submitted to the Securities and Exchange Commission by April 15, as required.  The audited annual report is submitted at least 15 working days before the Annual General Meeting. In 2007 the audited Annual Report as contained in the Definitive Information Statement was submitted to the SEC and the Philippine Stock Exchange on March 17, 2007, more than three weeks before the April 23, 2007 Annual General Meeting.
Interim (i.e., quarterly financial statements) are released between 30 to 45 days from the end of the financial period.  The results are disclosed to the SEC and PSE within 24 hours from the time the Board meets to accept the results.  The results are also sent to financial and stock market analysts via a live analysts’ briefing where members of senior management present the results personally as well as via the Internet immediately upon confirmation by the SEC of its receipt of disclosure, and made available on the Company’s corporate Web site.

Financial Reporting
The company’s financial statements comply with Philippine Accounting Standards and Philippine Financial Reporting Standards which are in compliance with International Accounting Standards.
The annual consolidated financial statements provide a breakdown of total assets, total liabilities and equity, revenues, costs and expenses, income before income tax, net income attributable to equity holders of Cebu Holdings, Inc. and minority interests and earnings per share.

A more extensive, transparent disclosure of segment results such as assets, liabilities and revenues is provided to enable shareholders to appreciate various businesses and their impact on overall value enhancement. The following are disclosed in the note on Business Segments:

  1. total revenue
  2. operating profit
  3. net income
  4. segment assets
  5. investments in associates and jointly controlled entities
  6. segment liabilities
  7. depreciation and amortization 

Transactions entered into with associates and other related parties in their conduct of business are on an arms length basis. Sales and purchases of goods and services to and from related parties are made at normal market prices.   Related party transactions are discussed and quantified in the Notes to the Consolidated Financial Statements.
Information on the Company’s financial instruments is accompanied by a presentation of the Company’s risk management objectives and policies to allow for a better assessment of financial performance and cash flows. Significant accounting judgments and estimates are also disclosed.

 
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