Corporate Governance - Makati Medical Center

Annual Report

Annual Corporate Governance Report (ACGR)

Audit and Risk Committee Charter

Board Charter

Code of Corporate Governance

Code of Business Conducts and Ethics

Compliance Related Policies

Corporate Governance and Compliance Committee Charter

Minutes of Stockholders’ Meeting

MDI Definitive 20-IS

MDI Ethics Committee Charter

MDI Nomination and Election Committee Charter

Annual Report

The “Reimagining the Future of Patient Care” cover represents the resilience and adaptability of Makati Medical Center as we navigate through unprecedented challenges brought about by the recent extended global health emergency. It reflects the unwavering commitment of our healthcare professionals who have devoted themselves to improving the lives of others, all while recognizing their evolving needs in a changing world.

As MakatiMed moves forward, we embrace the valuable lessons learned during the COVID-19 crisis. The experiences we gained have prompted us to adopt advancements in the field of medicine, refine our protocols, cultivate a culture of continuous learning, but remain relentless in our brand of compassionate care.

Annual Corporate Governance Report (ACGR)

Audit and Risk Committee Charter

This Audit Risk & Committee (the “Committee”) Charter (the “Charter”) of Medical Doctors, Inc. (the “Corporation”) shall assist the Board of Directors (the “Board”) in fulfilling its oversight responsibilities for the financial reporting process, system of internal control, audit process and risk management process. The Committee shall ensure the integrity of the Corporation’s financial reporting processes, including ensuring the integrity of financial reports and other financial information provided by the Corporation to the public, governmental and/or regulatory bodies. The Committee shall also provide oversight over the Corporation’s Enterprise Risk Management System to ensure its functionality and effectiveness.

Board Charter

It shall be the responsibility of the Board of Directors (the “Board”) of Medical Doctors, Inc. (the “Corporation”) to foster the long-term success of the Corporation and secure its sustained competitiveness in a manner consistent with its fiduciary responsibility, which it shall exercise in the best interest of the Corporation, its stockholders and other stakeholders. The Board shall conduct itself with utmost honesty and integrity in the discharge of its duties, functions and responsibilities.

This Charter shall set out the purpose, duties, responsibilities, accountabilities and authority of the Board including the policies that shall guide to the directors in the performance of their functions.

Code of Corporate Governance

The Board of Directors (“the Board”) and Management of Medical Doctors, Inc. (the “Corporation”) hereby commit themselves to the principles and best practices contained in this Manual, and acknowledge that the same may guide the attainment of our corporate goals.

This Manual shall institutionalize the principles of good corporate governance in the entire organization. The Board and Management believe that corporate governance is a necessary component of what constitutes sound strategic business management and will therefore undertake every effort necessary to promote the development of a strong corporate governance culture, to create awareness of corporate governance within the organization, and ensure its implementation, as soon as possible. They shall also keep abreast of developments in corporate governance best practices.

The Corporation also recognizes and places an importance on the interdependence between business and society and aims to promote a mutually beneficial relationship that allows the Corporation to grow its business, while contributing to the advancement of the society where it operates.

Code of Business Conducts and Ethics

The Makati Medical Center Code of Ethics and Business Conduct expresses the commitment and a culture of good corporate governance of its Board of Directors, Management Committee, Physicians, Professional Staff and Corporate Employees to the values, principles
and standards drawn from its mission and values.

It is these individuals’ responsibility to ensure that his/her behaviors and activities are consistent with this Code.

Compliance Related Policies

Anti-Bribery and Anti-Corruption (ABAC) Policy

Makati Medical Center (MMC) is committed to continuously improve its governance practices and for this purpose, hereby adopts this Anti-Bribery and Corruption Policy (the “Policy”). This Policy shall be read in conjunction with the Company’s Whistleblowing Policy, Gift and Hospitality Policy, and other Corporate Governance policies.

To provide guidelines to ALL Makati Medical Center staff the adoption of Anti-Bribery and Anti-Corruption policy as part of Metro Pacific Hospital Holdings, Inc. (MPHHI) continuous improvement in its governance practices.

All Makati Medical Center employees, trainees, Medical Staff, contracted personnel, and consultants

Conflict of Interest Policy

Makati Medical Center (MMC) has a duty to its stakeholders (i.e. stockholders and investors, directors, officers and employees, patients, customers and business partners; the public it serves, and the government and regulators) to ensure that the principles of integrity, transparency, accountability and fairness are upheld in all transactions and official actions of the Company.

All Directors, Officers, Employees and Consultants, Medical Staff and Trainees (collectively “Hospital Staff”) are expected to execute their duties with the highest standard of ethics and integrity and adhere to the values and principles of Makati Medical Center at all times. The Conflict of Interest Policy (“this Policy”) sets out MMC’s approach and guidelines on identifying and disclosing any actual or perceived conflict of interest situation that may arise during the execution of Hospital Staff’s duties.

To provide guidance to Hospital Staff on standards of conduct on various matters specifically with respect to conflict of interest while performing their entrusted roles and responsibilities, executing business and patient care decisions, and treating business and patient care opportunities, in the best interest of MMC, its patients and its various stakeholders.

All Hospital Staff are expected to adhere to this Policy and make required disclosures in the prescribed format (refer to Appendix A: Declaration of Outside Interests and Employment) and frequency (that is, in an annual basis), pertaining to their role within the Company.

This Policy applies to, and, shall be implemented by all Hospital Staff.

Hospital Staff may become involved in situations where their private interests or those of their Affiliates may conflict with the interest of MMC or its patients. It is the obligation of each Hospital Staff to avoid any actual or apparent Conflict of Interest between MMC or its patients. At all times, Hospital Staff must be loyal to MMC.

Gifts, Donations, Sponsorship and Grants Policy

Makati Medical Center (MMC) adopts this Policy on Gifts, Donations, Sponsorship and Grants (the “Policy”) to reinforce its commitment to the highest ethical standards and best practices of professional conduct in terms of the provision and receipt of gifts, donations, sponsorship and grants in the course of its operation and business dealings.

This Policy recognizes that it is at times imperative for the Company to provide and/or receive Gifts, charitable Donations, Sponsorships and Grants as an important part of developing and fostering business relationships, an essential aspect of functioning as a good corporate citizen, and a good demonstration of corporate social responsibility. However, the same must be made within the limits provided and determined by MMC to prevent impropriety, the appearance of impropriety, or the creation of undue and improper obligation on the part of the recipient.

This Policy articulates the compliance requirements in relation to the provision, offering, giving, and acceptance of Gifts, charitable Donations, Sponsorships and Grants to and by the Company, MMC directors, officers, executives, medical staff (who are in the position to decide or influence MMC’s commercial activities related to the third party), trainees, employees and consultants (hereafter, “Hospital Staff”).

It lays down the procedure to ensure that MMC and its Hospital Staff may provide and receive Gifts, charitable Donations, Sponsorships and Grants within the limits and in compliance with high standards of integrity as provided by relevant laws, rules and regulations. It ensures that the relevant charitable activities are undertaken or accepted with fairness and are reflective of the MMC’s core values and ideals. This Policy includes guidelines on the acceptance, review and approval of sponsorships and solicitation requests and proposals sent to and by MMC.

This Policy applies to and shall be implemented by all Hospital Staff as defined below.

The scope of this Policy extends across all of MMC’s business dealings. Adherence to this Policy will ensure that Hospital Staff are compliant with laws, which in turn will reduce the risk of MMC incurring criminal liability or suffering reputational damage. It is the responsibility of each Hospital Staff to be aware of and remain compliant with this Policy.

This policy excludes individual sponsorship to a Medical Staff who are NOT in a position to affect procurement, to decide or influence MMC’s commercial activities related to the third party. In dealing with Pharmaceutical and Suppliers, all Medical Staff and Healthcare Professionals are required to adhere with highest standards of ethics, including but not limited to, Philippine Medical Association Code of Ethics and Mexico principle.

Government Interaction Policy

Makati Medical Center (MMC) recognizes that government bodies and Government Officials (as defined below) play an important role in society and in nation-building (i.e. by establishing and maintaining the necessary conditions and institutions for economic stability, social cohesion, and environmental protection and in providing access to healthcare for its citizens). To positively contribute to government’s worthy endeavor, MMC participates in public private partnerships and thereby invests in infrastructure, provides access to healthcare, and strengthens a sustainable healthcare system development for the country. Thus, MMC adopts this Government Interaction Policy (the “Policy”) to reinforce its commitment to the highest ethical standards and best practices of professional conduct in terms of MMC’s dealings with Government Officials and interacting with government agencies in the course of its business operations.

This Policy articulates the objectives, general behavior, limitations, and compliance requirements in relation to dealings and interactions with government agencies and Government Officials by MMC, its directors, officers, executives, medical staff, trainees, employees, and consultants (hereafter, “Hospital Staff”), to ensure that MMC remains independent of any political affiliation and its actions are characterized with utmost integrity.

MMC is committed to participate in a constructive, transparent, and responsible dialogue with Government Officials by providing and exchanging relevant, coherent, conclusive, and honest information.

In all its interactions with Government Officials, MMC is committed to honesty and integrity, adopting a transparent and responsible behavior, respecting all applicable local, national, and international laws as well as the provisions set forth in this Policy. MMC rejects any form of corruption or undue advantage which might influence Government Officials.

MMC interacts with government for the ultimate benefit of the patients and the Filipino community it serves. To maintain its reputation and credibility, MMC is committed to ethical, bias-free, and compliant interactions with healthcare professionals in all of its business activities.

This Policy applies to all dealings and interaction with government bodies and Government Officials and shall be implemented by all Hospital Staff.

The scope of this Policy extends across all of MMC’s business dealings. Adherence to this Policy will ensure that Hospital Staff are compliant with laws, their actions are governed by the highest ethical standards, which in turn will reduce the risk of MMC incurring criminal liability or suffering reputational damage. It is the responsibility of each Hospital Staff to be aware of and remain compliant with this Policy.

Official Travel and Per Diem Policy

To provide clear guidelines and procedures on the monitoring and administration of expenses incurred by Makati Medical Center (MMC) from official travel of all its directors, officers, executives, trainees, and employees.

This policy covers all MMC directors, officers, executives, trainees, and employees who are traveling locally or abroad on official capacity. Travels for government related activities or with government agencies, the Policy on Government Interaction is co-implemented.

Petty Cash Fund

This Policy recognizes that Petty Cash Funds can provide a convenient and efficient way to pay for small expenses, but such form of cash disbursement may be prone to misuse and expose the company to the risk of theft. This Policy provides procedures designed to mitigate these risks. The aim of this Policy is to establish when the usage of petty cash is appropriate and how Makati Medical Center (MMC), its directors, officers, executives, employees, and consultants should document requests and usage of petty cash. It lays down the proper arrangements for the holding of, payment from, and accounting for Petty Cash. The overall objective of this Policy is to encourage an effective administration and internal control of petty cash handling operations throughout the Company.

To set guidelines for all disbursements through Petty Cash Fund.

This policy shall apply to all Petty Cash Custodians of the Hospital.

Third-Party Management Policy

Makati Medical Center recognizes that, from time to time, interaction with Third Parties (as defined below) is essential in efficiently conducting the Company’s business. In so doing, MMC’s interactions and dealings should always be characterized by honesty, integrity, transparency, and the highest standards of ethics and good behavior. Thus, MMC adopts this Third-Party Management Policy (the “Policy”) to reinforce its commitment to the highest ethical standards and best practices of professional conduct in terms of the Company’s dealings with Third Parties in the course of its business operations.

The purpose of this Policy is to define roles, responsibilities, and processes for assuring Third-Party entities (e.g., vendors, consultants, contractors, service providers, etc.) comply with the Company’s internal governance requirements.

The scope of this Policy is to define the processes associated with the management of Third-Party relationships that the Company does business with. It articulates the compliance requirements in relation to dealings and interactions with Third Parties by the Company, its directors, officers, medical staff, trainees, executives, employees, and consultants (hereafter, “Hospital Staff”).

This Policy aims to assist the MMC in managing risks associated with Third Parties by:

Defining the fundamental principles governing the management of Third-Party risks;
Clarifying Company’s expectations of Hospital Staff on what they must know and adhere to before making any commitments with Third Parties; and
Establishing roles and responsibilities of the key stakeholders involved in the management of Third-Party risks.

Adherence to this Policy ensures that Third-Party risks are managed in a holistic and consistent manner that enhances the MMC’s capability to build and protect value for its stakeholders and advances the broader interests of society as a whole.

This Policy applies to and shall be implemented by all Hospital Staff.

The scope of this Policy extends across all of the MMC’s business dealings. Adherence to this Policy will ensure that Hospital Staff are compliant with laws, which in turn will reduce the risk of MMC incurring criminal liability or suffering reputational damage. It is the responsibility of each Hospital Staff to be aware of and remain compliant with this Policy.

Whistleblowing Policy

Makati Medical Center (MMC), one of the hospitals under Metro Pacific Hospital Holdings, Inc. (the “Company” or ”MPHHI”) and consistent with the latter’s ideals, is committed to achieve and maintain the highest standards of openness (honesty), probity, integrity, honesty and accountability. To this end, MMC adopts a whistleblowing policy.

This Policy is meant to support MMC Manual on Corporate Governance.

This Policy applies to all MMC personnel, including members of the Board of Directors, officers, medical staff, trainees, employees, as well as concerned advisors/consultants and other third-party business partners (the “MMC Personnel”), in so far as their conduct relates to the official function of MMC.

To the extent necessary to ensure compliance by MMC Personnel with the CG Policies, the Policy shall likewise apply to disclosures and reports initiated by third parties.

The Policy and the Whistleblowing System created hereunder shall supplement existing communication channels available to MMC Personnel.

Moreover, the Policy and the Whistleblowing System shall specifically cover the following matters:

Malpractice, impropriety or fraud relating to internal controls, accounting, auditing and financial matters;
Violation of the laws, rules and regulations programs, policies and procedures of MMC;
Improper conduct or unethical behavior likely to prejudice the standing of MMC;
Breach of legal or regulatory requirements;
Criminal offences, breach of civil law and miscarriage of justice;
Endangerment of the health and safety of an individual;
Damage caused to the environment; and
Deliberate concealment of any of the above.

Performance of the Board

The Makati Medical Center (“MMC” or the “Company”) values receiving feedback and insights on its current governance structure, Board of Directors, various Committees, and top management in the context of Performance Improvement. The Company conducts regular comprehensive selfassessment through assessment questionnaires (self and by stakeholders). This is also in compliance to Securities and Exchange Commission (SEC) Code of Corporate Governance for Public Companies and Registered Issuers issue last Dec 19, 2019.

Guidelines:

Compliance Department manages the review and approval of the forms used for Performance Evaluation of the Board every second quarter of the year based on the revised charters, as applicable.
The draft of the performance evaluation form is distributed to the members of the Corporate Governance Committee for review and approval. Any significant change in the content of the forms are forwarded to Board of Directors for final approval.

Related Party Transactions

The objective of this related party transaction policy (the “Policy”) is to guide officers and the board of directors (the “Board”) of the Corporation on the proper approval and the disclosure requirements on transactions entered into between the Corporation and its related parties.

All Makati Medical Center (MMC) Board members, shareholders, officers, Medical Staff and employees

It is the policy of the Makati Medical Center (the “Corporation”) that all related party transactions, as defined, are conducted: (a) at arm’s length basis, which would serve only to the best interest of the Corporation and accordingly, its stockholders; (b) fairly and with transparency; (c) with no particular group or individual who will benefit at the expense of any shareholder group; and (d) to ensure the transaction are properly approved and disclosed in accordance with applicable laws, rules, and regulations.

Corporate Governance and Compliance Committee Charter

This Corporate Governance and Compliance Committee (the “Committee”) Charter (the “Charter”) of Medical Doctors, Inc. (the “Corporation”) shall ensure that the Board of Directors (the “Board”) adheres to corporate governance and compliance principles in order to ensure the integrity, transparency and proper governance in the conduct of the corporate affairs. The Committee shall also be responsible to assist and advise the Board in establishing and reviewing policies on compensation, benefits and retirement of the directors, employees, executive and corporate officers of the Corporation, ensuring that it is consistent with the culture, strategy and the business environment on which the Corporation operates.

Minutes of Stockholders’ Meeting

MDI Definitive 20-IS

MDI Ethics Committee Charter

The Ethics Committee (the “Committee”) of Medical Doctors, Inc. (the “Corporation”) shall assist and advise the Board of Directors (the “Board”) in its development and management of policies and procedures on: (1) the ethical aspect of the provision of medical care, compliance and quality assurance and (2) on clinical risk management, infection control and medication appropriate use. The Committee shall ensure that the Board oversees that the Corporation is committed to the highest ethical and professional standards in healthcare aligned with its continuing business concern.

MDI Nomination and Election Committee Charter

This Nomination and Election Committee (the “Committee”) Charter (the “Charter”) of Medical Doctors Inc. (the “Corporation”) shall ensure that the Board of Directors (the “Board”) of the Corporation will have a formal and transparent Board nomination and election policy.

Subscribe to Our Newsletter