Corporate Governance

Manual on Corporate Governance

The Board of Directors of Premiere Georesources and Development Inc. formerly Redstone Construction and Development Corporation (PGDI) hereby commit to the principles and best practices contained in this Code of Corporate Governance for Publicly Listed Companies pursuant to the SEC Memorandum Circular No. 16, Series of 2016.

Premiere Georesources and Development Inc. formerly Redstone Construction and Development Corporation (PGDI) further acknowledges the importance of good corporate governance in enhancing stakeholders’ interests in the company and that the same will guide the attainment of the company’s goals and objectives. 

The Board of Directors of PGDI adopted this PGDI Corporate Governance Manual effective August 28, 2018.

Manual on Corporate Governance

Code of Business Conduct and Ethics

All officers and employees of Premiere Georesources and Development Inc. formerly Redstone Construction and Development Corporation (PGDI) are expected to conduct the Company’s business with honesty & integrity and in compliance with all applicable legal and regulatory requirements to build and uphold the Company’s good public image and reputation.

RCDC Code of Conduct and Business Ethics

Annual Corporate Governance Report (ACGR)

RCDC Board Committees

Executive Committee

ChairmanAugusto Antonio C. Serafica, Jr.
MembersRamon A. Recto

Carlos C. Cruz

Arsenio Benjamin E. SantosIndependent Director

Audit Committee and Risk Oversight Committee

ChairmanArsenio Benjamin E. SantosIndependent Director
MembersRamon G. SantosIndependent Director

Daniel O. Ong

Corporate Governance Committee (formerly Nominations and Compensation Committees)

ChairmanRamon G. SantosIndependent Director
MembersRamon A. RectoNon-Executive Director

Arsenio Benjamin E. SantosIndependent Director

Related Party Transactions Committee

ChairmanSiso M. LaoNon-Executive Director
MembersArsenio Benjamin E. SantosNon-Executive Director

Daniel O. OngNon-Executive Director

Corporate Social Responsibility

Gulayan sa Minahan

PHA’s infra subsidiary, Premiere Georesources and Development Inc. formerly Redstone Construction and Development Corporation (PGDI), started last year a greening initiative in the area where it operates.  The company has started a “gulayan” or vegetable garden around its administrative office in Surigao. The vegetables harvested help sustain the needs of the employees and workers in the area. Plants being grown are squash, bitter gourd, water spinach and malabar nightshade.  

Auri were also planted on used tires around the area as part of the greening efforts done by the company. In addition, kamote tops were being grown around the tires to support the roots and add on to the project’s vegetable garden.

Enterprise Risk Management

As the Company continues its growth and expansion to other industries, the Company also sustains its adherence to high standards of risk management. 

PGDI’s risk management program is geared towards ensuring that the Company can deliver on its vision while being fully aware of the risks that accompany such growth. The Risk Committee plays an integral role in establishing sound risk management practices for the company, consistent with its Board oversight function of reviewing and evaluating the adequacy and effectiveness of the Company’s risk management activities and processes.

Faced with uncertainties in the different risks that the corporation has to deal with, the challenge for the PGDI management is to determine how much of this uncertainty we should accept as we strive to grow our stakeholder value. The PGDI management has set strategies and objectives that strike an optimal balance between growth, goals and related risks. The company continues to strive to effectively deploy resources in pursuit of the company’s objective of increasing shareholder value. Some of the risks that the company face are listed below.

Weather

Weather continues to be the primary concern of PGDI with regard to the mining operations in Surigao. Hauling of minerals is dependent on the weather condition. During rainy season extraction and hauling of minerals become more difficult compared to the dry season. Changes in weather patterns greatly affect the hauling of the minerals which can cause reduced volume. 

Price Fluctuation

The price of securities can and does fluctuate and any individual security may experience upward or downward movements, and may even become valueless. There is an inherent risk that losses rather than profit may be incurred as a result of buying and selling securities. Past performance is not a guide to future performance. There is an extra risk of losing money when securities are bought from smaller companies. There may be a big difference between the buying and selling price of these securities. An investor deals in a range of investments each of which may carry a different level of risk.

Prior to making an investment decision, interested stockholders may carefully consider, along with other matters set out in this report, the following investment considerations or risk factors listed in order of importance, and which are not intended to be exclusive.

Political and Economic Conditions

In general, the profitability of the Company depends on a large extent on the overall level of business and economic activity in the country, which in turn, is affected by political and economic factors. Any political or economic instability in the future may have a negative effect on the industries served by the Company.

Taxation

Laws may be enacted increasing existing tax rates or creating new taxes that would affect the Company. On the other hand, laws may also be enacted decreasing existing tax rates or rendering certain taxes inapplicable to the Company.

Foreign Currency Fluctuation

Future changes in the value of the peso against the US dollar or other currencies will affect the foreign currency equivalent of the value of the shares of the Company and any dividends. Such fluctuations will also affect the amount in foreign currency received upon conversion of cash dividends or other distributions paid in pesos by the Company on, and the peso proceeds received from any sales of, the shares.

Any potential restrictions which may be imposed by the Bangko Sentral ng Pilipinas (“BSP”), with the approval of the President of the Philippines, on the availability of foreign exchange may unduly affect the trading of the Company’s shares and any dividend distribution. As a result, although foreign investors will be able to sell their shares on the PSE, the repatriation of proceeds of sale or dividends, if coursed through the Philippine banking system, cannot be effected until registration with the BSP has been implemented. The Company is not responsible for the registration with the BSP or custodian banks of such non-residents’ subscriptions or purchases of Shares.

Regional Economic Situation

Development in other emerging market countries may adversely affect the Philippine economy and the market price of the Shares. In the past, the Philippine economy and the securities of companies in the country, in different degrees, have been influenced by the economic and other relevant events in other emerging markets, particularly countries in Southeast Asia. Although economic conditions vary from country to country, the reactions of investors to adverse global developments may have a negative impact on the market price of securities in other countries, including stocks listed in the Philippine Stock Exchange (“PSE”).

Most of the Company’s shareholders are Filipinos and to the best of the Company’s knowledge, no foreign institutional funds have invested in its shares. Thus, the Company’s share price is not expected to be sensitive to capital flight by foreign institutional investors in case of an economic crisis abroad.

With all these inherent and business risks, the Company maintains a strong internal control environment, to mitigate, if not eliminate, some of the risks. It is the end goal of the management to minimize these risks and achieve operating profitability.

Company’s Policies

Whistle-blowing Policy

Premiere Georesources and Development Inc. formerly Redstone Construction and Development Corporation (PGDI) recognizes the need to ensure that the Company is directed, supervised, and supported with accountability, impartiality and transparency. The Board of Directors and the Management of PGDI also recognizes good corporate governance as essential in performing its obligations to the company’s stockholders. To this end, PGDI aims to strengthen its corporate governance to accomplish the corporate goals along with its guarantee to increase shareholder value. It is this culture of corporate compliance, good corporate governance and business ethics that this Whistle-Blowing Policy has been formulated. This is also in compliance to the Whistleblower Protection Act of 2017 providing for the protection, security and benefits of whistleblowers.

Whistleblowing Policy

Conflict of Interest Policy

Premiere Georesources and Development Inc. formerly Redstone Construction and Development Corporation (PGDI) recognizes the need to ensure that the Company is directed, supervised, and supported with accountability, impartiality and transparency. The Board of Directors and the Management of PGDI also recognizes good corporate governance as essential in performing its obligations to the company’s stockholders. To this end, PGDI aims to strengthen its corporate governance to accomplish the corporate goals along with its guarantee to increase shareholder value. 

Conflict of Interest Policy

Insider Trading Policy

All officers and employees of Premiere Georesources and Development Inc. formerly Redstone Construction and Development Corporation (PGDI) are expected to conduct the Company’s business with honesty & integrity and in compliance with all applicable legal and regulatory requirements to build and uphold the Company’s good public image and reputation.  This Insider Trading policy is in compliance with the best and emergent practices on good corporate governance and prohibitions on insider trading as required by the Disclosure Rules of the Philippine Stock Exchange and the Regulations of the Securities and Exchange Commission.

Insider Trading Policy

Related Party Transactions Policy

All officers and employees of Premiere Georesources and Development Inc. formerly Redstone Construction and Development Corporation (PGDI) are expected to conduct the Company’s business with honesty & integrity and in compliance with all applicable legal and regulatory requirements to build and uphold the Company’s good public image and reputation. 

Related Party Transaction Policy

Policy and Data Relating to Health, Safety and Welfare of Employees, including company-sponsored trainings

PGDI is committed to conducting its business in compliance with all applicable

workplace, health, environmental and safety law and regulations. PGDI is committed to ensuring the safety and welfare of all its employees and stakeholders. Corresponding health insurance is provided to all PGDI employees.

RCDC Relating to Employees