ANNUAL CORPORATE GOVERNANCE REPORT

HOLDING HANDS HOLDINGS COMPANY

JUNE 30, 2015
Does the company have a policy requiring directors/commissioners to
disclose their interest in transactions and any other conflicts of interest?
EQUITABLE TREATMENT OF STOCKHOLDERS
1. Related party transactions by directors and key executives
1. Fair conduct of business and Disclosure of conflicts of interest
Conduct fair business transactions with the Corporation, and ensure that
his personal interest does not conflict with the interests of the Corporation.
The basic principle to be observed is that a Director should not use his
position to profit or to gain some benefit or advantage for himself and/or his
related interests. He should avoid situations that may compromise his
impartiality. If an actual or potential conflict of interest may arise on the part
of a Director, he should fully and immediately disclose it and should not
participate in the decision-making process. A Director who has a continuing
material conflict of interest should seriously consider resigning from his
position. A conflict of interest shall be considered material if the Directors
personal or business interest is antagonistic to that of the Corporation, or
stands to acquire or to gain financial advantage at the expense of the
Corporation
b. Review and Treatment of Related Party Transactions
Related Party Transactions
(1) Parent Company
(2) Joint Ventures
(3) Subsidiaries

Policies and Procedures

Not applicable. HHH is the
Parent Company.
Treated as arms-length
transaction
Treated as arms-length

transaction
(4) Entities Under Common
Treated as arms-length
Control
transaction
(5) Substantial Stockholders
Treated as arms-length
transaction
(6) Officers including
Treated as arms-length
spouse/children/siblings/parents transaction
(7) Directors including
Treated as arms-length
spouse/children/siblings/parents transaction
(8) Interlocking director
The Company, adopts by law,
relationship of Board of
the rules pertaining to
Directors
interlocking directors, as follows:
a) If the interests of the
interlocking director in the
corporations are both
substantial (stockholdings
exceed 20% of outstanding
capital stock) General Rule: A
contract between two or more
corporations having interlocking
directors shall not be invalidated
on that ground alone. Exception:
If the contract is fraudulent or
not fair and reasonable. b) If the
interest of the interlocking
director in one of the
corporations is nominal while
substantial in the other
(stockholdings 20% or more),
the contract shall be valid
provided the following conditions
are present: 1) The presence of
such director in the board
meeting in which the contract
was approved was not
necessary to constitute a
quorum for such meeting; 2)
That the vote of such director

was not necessary for the

approval of the contract; 3) That
the contract is fair and
reasonable under the
circumstances. Where (1) and
(2) are absent , the contract can
be ratified by the vote of the
stockholders representing at
least 2/3 of the outstanding
capital stock or by the vote of
the stockholders representing at
least 2/3 of the members in a
meeting called for the purpose.
Provided that: 1) Full disclosure
of the adverse interest of the
directors/trustees involved is
made on such meeting; 2) The
contract is fair and reasonable
under the circumstances.
II. Protecting minority shareholders from abusive actions
Formulate and implement policies and procedures that would ensure the
integrity and transparency of Related Party Transactions between and
among the Corporation and its parent company, joint ventures,
subsidiaries, associates, affiliates, major stockholders, officers and
directors, including their spouses, children, and dependent siblings and
parents, and of interlocking Director relationships by members of the
Board.
Review and approve material/significant Related Party Transactions as
identified and defined in the policy stated above and ensure that these are
conducted on an arms length basis.
ROLE OF STAKEHOLDERS

1. The rights of stakeholders that are established by law or through

mutual agreements are to be respected.
1. Disclose the companys policy and activities relative to the following:
The Company has Policy and procedures to ensure the protection of
stakeholders including the customers. The Company is committed to
undertake all reasonable steps to ensure the health, safety and welfare for
the best interest of our stakeholders and the communities where we live
and work by complying with the provisions of law, industry rules and
regulations, standards of independent accreditation bodies where the
Company obtained accreditation, and contractual obligations
Policy
Activities
Customers' welfare The Company has Customers are
Customer Relations informed with the
Policy and
Companys customer
procedures to ensure relations contacts to
that customers
ensure that their
welfare are protected welfare and
and questions
questions are
addressed
addressed.
Supplier/contractor We have Supplier
Suppliers and
selection practice
Accreditation Policy contractors undergo
to ensure that the
accreditation and
Companys suppliers orientation on
and contractors are company policies.
qualified to meet its
commitments to the
company.
Environmentally
The Company
Required
friendly value-chain complies with
environment
government
management
mandated policies on systems and energy
the environment
management are
rigidly complied with
by the company.

Community
interaction

Anti-corruption
programmes and
procedures?

Safeguarding
creditors' rights

The Company
focuses on uplifting
the socio-economic
condition of the
country through
education.

The Company
partners with
organizations that
promote education of
Filipinos through
grants,
endownments,
scholarships, and
educational facilities.
The Company has New employees are
policies that cover
oriented regarding
Business Conduct, policies and
Conflict of Interest
procedures related to
Policy, Offenses
Business Conduct
Subject to
and similar policies.
Disciplinary Action All employees are
Policy, among others. given periodic
reminders.
The Company abides There is regular
with its financial and communication with
legal commitments to creditors through
creditors
briefings and the like.

b. Performance-enhancing mechanisms for employee participation.

(a) What are the companys policy for its employees safety, health, and
welfare?
The Company abides by safety, health, and welfare standards and policies
set by the Department of Labor and Employment. Likewise, the Company
has Security and Safety Manuals that are implemented and regularly
reviewed to ensure the security, safety, health, and welfare of the
employees in the work place.
(b) Show data relating to health, safety and welfare of its employees.

To ensure that the employees of the Company maintain a healthy balance

between work and life, health and wellness programs are organized for
these employees. Professionals are invited to conduct classes of Zumba,
Tai Chi, and other activities in our work site. The Company has also
partnered with fitness gyms to offer special membership rates to
employees. This is in addition to the free use of gym facilities in the
different installations.
Year on year, the Company has facilitated vaccinations such as against flu
and cervical cancer that are offered not only to employees but to their
dependents as well. The Company has worked with healthcare providers in
identifying top diseases based on utilization report and has invited
resource speakers to talk about preventive measures.
To ensure the safety of the Companys employees, a Corporate
Emergency Response Team (CERT) has been created that will be
activated and will become the command center, orchestrating initiatives
across the conglomerate during a crisis. Also, the CERT shall be
responsible for the periodic review of contingency plans and the
institutions emergency preparedness and response procedures to ensure
that effective responses and responsible policies are in place to deal with
crisis or emergency situations.
(c) State the companys training and development programmes for its
employees. Show the data.
The Company continuously provides learning and development
opportunities for its employees through the Holding Hands Institute for
Leadership and Enterprise Development or what is commonly known as
HH-ILED.
HH-ILED is the leadership platform for systematic and sustained
development programs across the conglomerate. Its mission is to enable a
high performing organization that will facilitate the learning process and

develop the intellectual and personal growth of all employees through

targeted and customized trainings and development programs.
HH-ILED curriculum comprises of the following:
Core Program programs designed to ensure employees have the
foundation needed to perform job effectively. It also covers key people
skills training that will help supervisors and managers in leading their
teams to perform to the optimum level.
Basic Management Program (BMP)
Coaching for Effectiveness (CFE)
Problem Solving and Decision Making (PSDM)
Employee Discipline Program (EDP)
Achieving Customer Service Excellence (ACE)
Management Development Program programs that aims to enhance the
leadership capability and business acumen of all HHH leaders
Finance for Senior Executives
Strategic Communication Program
Executive Coaching Program
Advanced Negotiation Skills
Leading and Managing Change
Strategy Planning and Execution
Becoming People Leaders
Human Resources Development Program courses designed to ensure
employees have a common understanding of the HR processes and
systems by which the company operates.
Job Evaluation
Competency-Based System
Organization Design and Manpower Planning
Labor Relations Management

Performance Management System

Targeted Selection Competency Based Interviewing
(d) State the companys reward/compensation policy that accounts for the
performance of the company beyond short-term financial measures
The Company has policies on annual merit increase and salary
adjustments that are tied-up to the employees performance assessments.
The Company promotes a culture of recognition and value for key and high
performing employees who demonstrate excellence at the workplace.
Recognition programs are maximized to promote and reinforce behavior
that are consistent with the values and desired culture of the company.
Performance will be the main driver for total rewards. Rewards programs
are therefore differentiated across businesses and among employees
according to their contributions and levels of performance with a significant
share given to high performers.
The Company provides adequate benefits to cover the needs of its
employees, where possible, through shared accountability between the
Company and its employees.
The rewards philosophy adopts an integrated approach, embodied by the
3Ps in compensation: Pay for the Position, Pay for the Performance, and
Pay for the Person. The Company Pays for the Position through its job
evaluation system. It Pays for Performance through its performance
management system which is linked to its merit increases. The Company
Pays for the Person through its competency-based and succession
planning systems.
c. Stakeholders including individual employee and their representative
bodies, should be able to freely communicate their concerns about illegal
or unethical practices to the board and their rights should not be
compromised for doing this.

Employees can submit complaints to the Conflict of Interest Committee

(CICOM) or any officer of the Company who would relay said complaints to
the Committee. Reports or disclosures can be made in writing or by email
to the Conflicts of Interest Committee (CICOM) using the following contact
details:

a. email address
b. fax number
c. mailing address
Must be sent in a sealed
envelope clearly marked
"Strictly Private and
Confidential-To Be Opened by
Addressee Only"

Details
CICOM@HHH.com.ph
395-2899
CICOM
Holding Hands Holdings, Inc.
5th Flr. RCBC Tower
Ayala Avenue, Cor., Buendia
Avenue, Makati City

DISCLOSURE AND TRANSPARENCY

1. Transparent ownership structure
Ownership Structure
(a) Holding 5% shareholding or more (as of March 31, 2015)
*for this I just made up companies so feel free to change the names
Shareholder
Number of
Percent
Beneficial
Shares
Owner
Gokongkai
1,997,076,451 27.88%
Same as record
Brothers
owner
Foundation, Inc.
PCD Nominee 1,311,815,846 18.31%
PCD
Corporation
Participants &
(Filipino)
their clients

Rollins Savings 1,033,319,225 14.43%

Bank-Trust &
Investment
Group
PCD Nominee 833,711,138
11.64%
Corporation
(NonFilipino)
John
816,917,160
11.40%
Gokongkai, Jr.

Trustees
designated
officers
PCD
Participants &
their clients
Same as record
owner