Corporate Governance

GOOD GOVERNANCE, KEY TO GOOD BUSINESS

Corporate governance, the system of checks and balances between a corporation’s board of directors, its management team, and its investors, has increasingly become the measure of a company’s growth and success. Sound business practices is key to upholding the best interests of each stakeholder.

Vista Land and each of its brands, Brittany, Crown Asia, Camella, Lessandra and Vista Residences, have adopted good corporate governance as a way of life. Compliance with the Code of Business Conduct and the Corporate Governance Code permeates all aspects of Vista Land’s operations. These values and ethical standards guide the company and is a necessary component of Vista Land’s business strategy.

The Board of Directors

The Vista Land Board of Directors sets the strategic direction of the Company. It ensures that corporate objectives are met in accordance with corporate governance and legal compliance requirements.

The Board is composed of the Chairman and six (6) directors. Two of the 7-member Board are independent directors. The Board’s composition is in full compliance with the requirements of the Philippine Securities and Exchange Commission. The independent directors are professionals with proven probity and unquestionable integrity. All directors are mindful of full disclosure to avoid conflicts of interest and to ensure transparency.

Vista Land has three (3) committees, overseen by the Board, for the conduct of its operations: the
Nominations Committee, the Compensation and Remuneration Committee, and the Audit Committee.

It Starts at the Top

At Vista Land, the task of modeling best practices has been placed on the shoulders of our leaders. We believe, and have duly proven, that leaders shape the culture of our organization. It is mandatory for our leaders to set the tone, live the values, and, on a daily basis, establish compliance outcomes as high priority. This behavior is visible to all Vista Land employees, thus inspiring them to follow suit and commit to the changes and performance required at all levels.

Our directors are not spared the task of modeling governance. In our organization, it falls heavier on their shoulders. At Vista Land, the role of our board goes beyond a mere advisory capacity. Their ultimate responsibility is the governance of the corporation. That is, to direct the company, to provide an independent check on  management, and to continue raising the standards in all aspects of governance.

A Vista Land Perspective: Governance Should Be Routine

In our organization, we saw that it was necessary to go beyond compliance and move towards making sure that good corporate governance became routine in our daily work.

In March 2007, we drew up our Manual on Corporate Governance (the “Manual”) and refined it further in 2009 to adapt to the changes within the organization, as well as global evolutions in the field. The manual lists the composition, functions, duties, and remunerations of the board and board committees, it requires the existence of an internal compliance officer, as well as an internal and external auditor, and it expounds on our stockholders’ rights and the protection of their interests.

The Manual detailed the internal communication processes, the company’s reportorial system, monitoring and assessment procedures, and penalties for non-compliance. It is made accessible to all our employees and partners, and a yearly values seminar ensures that everyone within the company is abreast of our governance system.

Our Manual is the embodiment of our code and was designed to create a positive ethical climate and culture, as well as draw up performance objectives in line with this critical organizational mandate.

Living Governance

The Vista Land Governance code dictates that we maintain a holistic approach to ethics and values, and require regular assessments and benchmarking. Once again, beyond guiding and regulating behavior, we have seen how adhering to good governance has resulted in Vista Land’s increased profitability.

Our Code, our leadership and our values, together, have become mentor, counselor and blueprint that lie at the heart of Vista Land’s decision-making processes. They have become the templates and the measures that determine what Vista Land is, and what it will become.

Manual of Corporate Governance
http://www.vistaland.com.ph/uploads/files/VLL_Revised%20Manual%20on%20Corp%20Gov.pdf

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