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Globe 2012 annual report
corporate governance
There were no disagreements with the Company’s
independent auditors on any matter of accounting principles
or practices, financial statement disclosures, or auditing
scope or procedures.
Fees approved in connection with the audit and audit-related
services rendered by SGV & Co. and other EY Firms,
pursuant to the regulatory and statutory requirements for
the years ended 31 December 2012 and 2011 amounted
to ₱16.55 million and ₱15.95 million, respectively, inclusive
of 10% out-of-pocket expenses (OPE). In addition to
performing the audit of Globe Group’s financial statements,
SGV & Co. and other EY Firms were also selected, in
accordance with established procurement policies, to provide
other services in 2012 and 2011.
The Audit Committee has an existing policy to review and to
pre-approve the audit and non-audit services rendered by the
Company’s independent auditors. It does not allow the Globe
Group to engage the independent auditors for certain nonaudit
services expressly prohibited by SEC regulations to
be performed by an independent auditor for its audit clients.
This is to ensure that the independent auditors maintain the
highest level of independence from the Company, both in
fact and appearance.
The Audit Committee has reviewed the nature of all nonaudit
services rendered by SGV & Co., EY India and EY US
and the corresponding fees, and concluded that these do
not impair their independence. SGV & Co. has confirmed to
the Audit Committee that the non-audit services rendered by
them and the other EY Firms are services that are allowed
to be provided to an audit client under existing regulations
and the Code of Ethics of Professional Accountants in the
Philippines and does not conflict with their existing role as
external auditors of the Company.
DEALINGS IN SECURITIES
Globe has adopted strict policies and guidelines for trades involving the Company’s shares made by key officers and those
with access to material non-public information. Key officers and those with access to the quarterly results in the course of
its review are prohibited from trading in Globe Telecom’s shares starting from the time when quarterly results are internally
reviewed until after Globe publicly discloses its results. Notices of trading blackouts are regularly issued to the officers
concerned and compliance is monitored by the Corporate and Legal Services Group. Also, all key officers are required
to submit a report on their trades to the compliance officer, for submission to the SEC in accordance with the Securities
Regulation Code.
Stockholders
Ayala Corp.
SingTel
Common
Shares
40,319,263
62,646,487
% of
Common
30.5%
47.3%
Preferred
Shares
-
-
% of
Preferred
Shares
0.0%
0.0%
Total
40,319,263
62,646,487
% of
Total
13.9%
21.5%
The aggregate fees billed by SGV & Co. and other EY Firms are shown below (with comparative figures for 2011):
Asiacom
-
0.0%
158,515,021
100.0%
158,515,021
54.5%
Public *
29,440,068
22.2%
-
0.0%
29,440,068
10.1%
(Amount in millions of Pesos)
2012
2011
Total
132,405,818
100.0%
158,515,021
100.0%
290,920,839
100.0%
Audit and Audit-Related Fees
*Includes shares held by Globe directors, officers and employees through ESOP (Executive Stock Option Plan)
SGV Audit Fee
EY HK
Non-Audit Fees
SGV
EY India
EY US
₱ 16.04
.51
16.55
1.98
14.82
-
16.80
₱ 15.95
-
15.95
.55
4.04
.82
5.41
OWNERSHIP STRUCTURE
Globe Telecom regularly discloses the top 100 shareholders of the common and preferred equity securities of the Company.
Disclosure is also made of the security ownership of certain record and beneficial owners who hold more than 5% of the
Company’s common and preferred shares. Finally, the shareholdings and percentage ownership of the directors and key officers
are disclosed in the Definitive Information Statement sent to the shareholders prior to the ASM.
As of December 31, 2012, public float was at 22.13%. See Public Ownership Report on page 135.
Total
₱ 33.35
₱ 21.36
Audit and Audit-Related Fees. This includes audit of Globe Group’s annual financial statements and review of quarterly financial
statements in connection with the statutory and regulatory filings or engagements for the years ended 2012 and 2011. This
also includes assurance and related services that are reasonably related to the performance of the audit or review of the Globe
Group’s financial statements pursuant to the regulatory requirements.
Non-Audit Fees. This includes special projects, trainings and seminars rendered by the SGV & Co. and its affiliates. The
2012 non-audit fees also include one-time charges on data migration, user acceptance and integration testing related to
transformation projects incurred by the Company during its modernization period and is expected to be completed in the next
two years.
The fees presented above include out-of-pocket expenses incidental to the Independent Auditors services.
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