ASEAN Corporate Governance Scorecard

Level 1 PRIMARY CGS SECTIONS
A.4.1

In cases of mergers, acquisitions and/or takeovers requiring shareholder's approval, does the board of directors/commissioners of the offeree company appoint an independent party to evaluate the fairness of the transaction price?

Response

YES. The Company complies with the documentary, substantive and procedural requirements under the Corporation Code, Securities Regulation Code and its Implementing Rules and Regulations, and rules and regulations of the SEC and PSE, regarding acquisition of corporate control in the capital markets, extraordinary transactions such as mergers, and sales of substantial portions of corporate assets.

Such requirements include, without limitation, approvals by the Board of Directors and, as applicable, by the stockholders in meetings duly called and convened for such purposes, prompt, full and fair disclosure of the material terms thereof, conduct of a tender offer and a fairness opinion from an independent financial adviser.

It is also the Board’s policy to authorize the Audit Committee, which is composed of non-executive and/or independent directors, to independently review the terms and conditions of any acquisition of corporate control or extraordinary transaction, with the assistance of an independent financial adviser. 

In 2012, DMCI engaged Evercore Partners as independent financial advisor in connection with the acquisition of ENK Plc, a company listed then on the Alternative Investment Market (AIM) of the London Stock Exchange and the Australian Securities Exchange (ASX). The cash offer transaction was completed on September 2012. 

In 2013, DMCI engaged Evercore Partners as independent financial advisor in connection with the acquisition of Toledo Mining Corporation, a company listed then on the Alternative Investment Market (AIM) of the London Stock Exchange. The cash offer transaction was completed on April 2013.

References:
1. Website - Corporate Governance/Board Committees and Charters/Audit Committee Charter
2. Website - Company Disclosures:
     PSE Disclosure on August 9, 2012 
     PSE Disclosure on March 6, 2013

Office of the Chief Compliance Officer
Tel. (632) 888 3000
Fax. (632) 816 7362
Email: dmcihicorpgov@gmail.com