Manual on Corporate Governance


Code of Business Conduct & ethics


Board Committees


Audit Committee Charter

Nomination Committee:


Manuel B. Villar, Jr. (Chairman)

Frances Rosalie T. Coloma (Member)

Ruben O. Fruto (Member)

Audit Committee:


Marilou O. Adea (Chairman)

Cynthia J. Javarez (Member)

Ruben O. Fruto (Member)

Compensation and Remuneration Committee:


Manuel Paolo A. Villar (Chairman)

Camille A. Villar (Member)

Marilou O. Adea (Member)

Corporate Governance Committee:


Ruben O. Fruto -(Chairman)

Manuel B. Villar, Jr. (Member)

Marilou O. Adea (Member)

Board Risk Oversight Committee:


Marilou O. Adea (Chairman)

Manuel Paolo A. Villar (Member)

Ruben O. Fruto (Member)

Related Party Transactions Committee:


Ruben O. Fruto (Chairman)

Frances Rosalie T. Coloma (Member)

Marilou O. Adea (Member)

Corporate Social Responsibility


 GREENVIRON

Vista Land Campaign for Sustainability

greenviron

 

To sustain Mother Nature, Vista Land launches its Green efforts through GREENVIRON.

 

The name is a composite of two words, “Green” and “Environ.”

 

“Green”denotes today’s massive movement towards sustainable methods and technologies designed to rehabilitate a badly polluted, ravaged and scarred planet.

 

“Environ” is a verb. It is the act of surrounding, or enclosing. We chose to use a verb because we need to muster people to move, to get up off their comfortable chairs and get out there and rehabilitate the only home we have.

 

By bringing the two together, it becomes a call to action, a command to move and take what is around us and make that green – again.

 

We, at Vista Land, are committed to this call. This commitment is shown in programs adopted from the international award-winning Villar Foundation. We believe in the advocacies of the Villar Foundation and are doing our share in support of these advocacies. After all, Vista Land and the Villar Foundation have the same heart.

 

We, at Vista Land – in partnership with the Villar Foundation, have been doing this by discovering what presents itself to us. By looking at what is in our immediate vicinity and seeing what needs fixing.

 

Our people need employment. Our soil is eroding, our air is horribly polluted, and waterways are dammed with garbage that has been causing massive flooding. Thus, we look at the cause, and see if they can be turned into a benefit.

 

Seeing the importance of rehabilitating the planet, protecting what limited resources still exists, and creating values that support an eco-friendly way of living. Vista Land is launching GREENVIRON – a collection of programs designed to sustain Mother Nature.

 

 

Waste Segregation and recycling is practiced in all Vista Land developments. Biodegradable waste is turned into fertilizer, and non-biodegradable waste is recycled.

 

 

Coconut coir is being woven from husks that were discarded into the waterways thus damming the rivers. Today, the coco coir nets are used to prevent soil erosion.

 

 

Pine trees that were simply a thing of beauty, are being planted in the cities and villages to create green zones that purify the air, hold the soil, and soothe the spirit. Greenviron has already been successful in implementing it One Million in Five pledge to plant a million trees in five years. This milestone was reached in 2012, and will continue onto the next five years and onwards.

 

 

Greenscapes, another horticulture initiative, is focused on growing and proliferating endemic plant species on property grounds, not just for aesthetic purposes but for noticeably better air quality and cooler surroundings compared to other areas.

 

 

Vermi-culture is a purely organic, all natural, and clean way to produce fertilizer. With composted garden waste collected from its segregation efforts, GREENVIRON has been able to limit the use of harmful chemical fertilizers by harnessing one of Mother Nature’s greatest creations, earth worm castings.

 

Following, and empowered by the vision of the Villar Foundation, we at Vista Land, understand that little by little we can make a difference. The solutions are right around us. We just need to move.

Company's Policies


Whistle-blowing Policy

The HR is designated to take action he considers appropriate in order to investigate any actual or potential violations reported to him. If after such investigation, the officer believes that a violation has occurred, the HR Head shall report the matter to the Executive Committee. If the Committee concurs that a violation has occurred, it will consider appropriate action. 

Open-door policy. The open door is a voluntary process that allows the employee to talk with his/her immediate supervisor or to a higher level of management without fear of retaliation.



Conflict of Interest Policy

The basic principle to be observed is taht a director should not use his position to profit or 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 director's personal or business interest is antagonistic to that of the corporation, pr stands to acquire or gain financial advantage a the expense of the corporation. (Item #2,D,3. Manual on Corporate Governance as Revised June 2010)

 

Each employee has a responsibility to the Company to avoid situations where a conflict of interest might occur. Employees are required to disclose to the Company any interest or benefits they have that may conflict with the business or interests of the Company.

Employees are expected to devote their full attention to the business interests of the Company. They are prohibited from engaging in any activity that interferes with the performance of their responsibilities to the Company or is otherwise in conflict with or prejudicial to the Company. Employees are prohibited from accepting simultaneous employment with another company, or with a supplier, customer, or competitor, and from taking part in any activity that enhances or supports a competitor's position.

As a general rule, employees should also avoid conducting Company business with related parties. Willful withholding of information regarding a prohibited relationship may be subject to corrective action.



Insider Trading Policy

The Company strictly adheres to the policy on insider trading enshrined under Section 27 of the Securities Regulation Code. An employee of the Company, who is considered an “insider” for having an access to material information about the Company or the security that is not generally available to the public, may not be involved in any of the following activities:

 

1. Selling or buying a security of the Company while in possession of material information with respect to the Company or the security that is not generally available to the public, unless it falls under any of the exceptions provided under Section 27.1 of the Securities Regulation Code.

2. Communicating material nonpublic information about the Company or the security to any person, who by virtue of the communication, gives the person access to material information about the Company or the security that is not generally available to the public, where the employee communicating the information knows or has reason to believe that such person will likely buy or sell a security of the Company while in possession of such information

3. Selling or buying a security of the Company, that are sought or to be sought by a tender offer that has commenced or about to commence, if he knows or has reason to believe that the information is nonpublic and has been acquired directly or indirectly from the tender offeror

4. Communicating material nonpublic information relating to a tender offer to any person where such communication is likely to result in a violation of No. 3.

 

Related Transactions Policy

This policy with respect to material Related Party Transactions of Vista Land & Lifescapes, Inc. (the “Company”) is intended to ensure that related party transactions (“RPTs”) are conducted in a manner that will protect the Company and all its stakeholders from conflict of interest which may arise from such transactions, that the RPTs are entered into at arms-length or at terms at least comparable to those available to unrelated third parties, and that these transactions shall be disclosed, reviewed, and approved in accordance with this Policy and consistent with the principles of transparency and fairness.

 

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

The Company recognizes the role of management in ensuring a safe and healthy work environment. Managers at all levels are accountable for managing workplace health and safety.

 

Employee involvement is likewise indispensable.  Respect for safety principles, standards and procedures is a must. Employees are expected to challenge any unsafe acts, or seek advise on how to proceed if they judge that safety is not adequate. Employees are also expected to exert the necessary precautions in order to prevent injury to themselves, their fellow workers and other people.

 

Employees are provided with on-the-job-training and other development programs that assist them in effectively carrying out their jobs and that prepare them for career advancement in the Company. Vista Land Training Center developed a curriculum designed to build one the country’s top sales force and an organization of exceptionally skilled and highly competent individuals.

 

Currently, the center offers a competency-base curriculum that runs on four learning tracks: Power Sales & Marketing, Self-development, Communication and Excellence, and Leadership & Management Development. The programs under each learning track are carefully designed to inculcate the company’s core values, as well as the key value of service. It runs on a centralized function based on a curriculum that is “ladderized” or designed by level.

 

Enterprise Risk Management


Risk Management System

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