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Author: Herbert WILLKOMM
A Brown Company Inc celebrated its 24th Annual Employees’ Service Awards on May 26, 2022, with the theme: “Commemorating and honoring our past, inspiring and enabling our future” at the Marquee Tent, Xavier Estates in time for A Brown’s 30th Anniversary in operations in Cagayan de Oro.
Witnessed by loved ones, thirty (30) employees who served the company for 5, 10, 20, and 25 years were awarded a plaque of recognition and cash incentives.
Recognizing good performance and appreciating employees’ loyalty is a must-have for productive businesses. HRD team and A Brown’s business leaders acknowledge the importance of long service awards and the impact this has on employee engagement and positive business culture.
NOTICE OF ANNUAL STOCKHOLDERS’ MEETING
TO: ALL STOCKHOLDERS
NOTICE is hereby given that there will be an annual meeting of the stockholders of A BROWN COMPANY, INC. on June 30, 2022 (Thursday), at 1:00 p.m. The meeting will be conducted virtually via remote communication and can be accessed at the link provided in the Company’s website at https://www.abrown.ph/asmvirtual2022/.
Items in the agenda of the meeting are as follows:
AGENDA
- Call to Order
- Proof of Notice of Meeting
- Certification of Quorum
- Approval of the Minutes of the Previous Annual Stockholders’ Meeting
- Approval of 2021 Operations and Results
- Ratification of All Acts of the Board of Directors and Officers
- Retention of Independent Directors
- Election of Directors
- Appointment of External Auditors
- Other Matters
- Adjournment
The close of business on May 20, 2022 has been fixed as the record date for the determination of the stockholders entitled to notice of and vote at said meeting and any adjournment thereof.
Due to the COVID-19 Pandemic resulting in the imposition by the government of regulations limiting mobility and mass gatherings, the Company will not be conducting a physical annual stockholders’ meeting. In lieu thereof, the annual stockholders’ meeting will be held virtually through an online webinar platform for stockholders to attend by remote communication. They can join by registering online at https://www.abrown.ph/asmregister2022/ on or before 5:00 p.m. on June 20, 2022. The identities of those registering to participate online will be going through a process of verification, after which an email from the Company will be sent to them giving instructions as to how they will be able to watch the livestream of the annual stockholders’ meeting. Please see attached Guidelines for Participating by Remote Communication and Voting in Absentia.
The stockholders are likewise encouraged to participate in the meeting by either of the following:
- [email protected] on or before 5:00 p.m. on June 20, 2022.
For corporate stockholders, the proxies should be accompanied by a Secretary’s Certification on the appointment of the corporation’s authorized signatory.
- https://www.abrown.ph/asmevoting2022/. The e-voting portal will be open until 12:00 noon of June 30, 2022.
Validation of proxies is set on June 21, 2022 at 2:00 p.m. The votes already cast using the e-voting platform by that time will also be verified on said date.
For details and rationale of each agenda item, and the draft resolutions, if applicable, please refer below.
City of Pasig, Metro Manila, June 1, 2022.
JASON C. NALUPTA
Corporate Secretary
DETAILS AND RATIONALE OF THE AGENDA
- Agenda Item No. 4 – Approval of the Minutes of the Previous Meeting of Stockholders
Copies of the minutes of the stockholder’s meeting held on June 24, 2021, will be distributed to the stockholders upon their registration for this meeting. The minutes are also available at the Company website, https://abrown.ph/kooroast/2021/07/ABCI_ASM-2021.pdf
The stockholders will be requested to approve the draft minutes of the previous stockholders’ meeting and to acknowledge the completeness and accuracy thereof.
2. Agenda Item No. 5 – President’s Report and Presentation of Audited Financial Statements
A report on the highlights of the financial performance of the Corporation for the year ended December 31, 2021 will be presented to the Stockholders. A summary of the Corporation’s performance for the year is also provided in the “Management Discussion and Analysis of Operating Performance and Financial Condition” section on page 30 hereof.
The Corporation’s Audited Financial Statements, for which the external auditors have issued an unqualified opinion, have likewise been reviewed by the Audit Committee and the Board of Directors. A summary of the 2021 AFS shall also be presented to the Stockholders.
3. Agenda Item No. 6 – Ratification of all Acts of the Board of Directors and Officers
The Chairman will request the stockholders to ratify all acts and resolutions adopted during the preceding year by the Board of Directors, the Board Committees, the Management Committee, and the officers of the Company.
The acts and resolutions of the Board and its Committees are reflected in the minutes of meetings and they include approval of contracts and agreements, projects and investments, treasury matters and acts and resolutions covered by disclosures to the SEC and PSE. The acts of the Management and officers were those taken to implement the resolutions of the Board or its Committees or taken in the general conduct of business.
4. Agenda Item No. 7 – Retention of Independent Directors
The Code of Corporate Governance for Listed Companies requires that independent directors should serve for a maximum cumulative term of nine (9) years, after which, the independent director will be perpetually barred from reelection as such in the same company. However, a company may seek the approval of the shareholders should it wish to retain an independent director to serve beyond 9 years, provided, that meritorious justification(s) is/are given therefor.
By the end of their current terms, Engr. Elpidio M. Paras and Mr. Thomas G. Aquino would have served the Company as Independent Directors for 9 years. However, for the justifications provided in page 18 of this Information Statement, the Board of Directors has agreed to seek the approval of the shareholders that Engr. Paras and Mr. Aquino be allowed to continue serving as Independent Directors beyond the maximum period allowed.
5. Agenda Item No. 8 – Election of Directors
The current members of the Board of Directors, as reviewed, qualified and recommended by the Corporate Governance Committee, have been nominated for re-election.
The proven expertise and qualifications of the candidates, based on current regulatory standards and the Corporation’s own criteria, will help sustain the Company’s solid performance that will result to its stockholders’ benefit. The profiles of the candidates for election as directors are available in the Company website, as well as in this Information Statement. If elected, they shall serve as Directors for a period of one (1) year from June 30, 2022 or until their successors shall have been duly elected and qualified.
6. Agenda Item No. 9 – Appointment of External Auditor
The stockholders’ approval for the re-appointment of Sycip Gorres & Velayo (SGV & Co.), the Company’s external auditor, will be sought at the meeting.
The Audit Committee has recommended to the Board, and the Board is endorsing to the stockholders, the re-appointment of SGV & Co. as external auditor for the ensuing year. The profile of the external auditor is provided in the Information Statement.
Stockholders are given the opportunity to raise questions regarding the operations and report of the Corporation as well as other concerns, by emailing [email protected] (Subject: Questions for ASM 2022) on or before 12:00 noon on June 30, 2022. Questions will be responded to during the question and answer portion of the annual stockholders’ meeting before the end of the proceedings. Due to the limited time, however, not all questions may be responded to during the livestream of the annual stockholders’ meeting. Questions not addressed at the meeting proper, including those that may be received after the livestream, will be responded to via email by the corporate officers concerned.
Click the link for the Guidelines for Participating via Remote Communication and Voting in Absentia
Click the link for the Sample Proxy Form
Click the link for the Sample Secretary’s Certificate on Proxy Form
Click the link for the SEC Form 20-IS (Definitive)
Click the link for the SEC Form 17-Q (1st Quarter 2022)
Click the link for the SEC Form 17-A (Annual Report)
Categories
Rabies Vaccination Drive
In celebration of the Rabies Awareness Month and as part of the company’s advocacy to promote a safe and rabies-free subdivision, the Safety & Health Committee of A Brown Company, Inc. (ABCI) in partnership with A Brown Employees Credit Coop (ABECCo) and CDO City Veterinary Office conducted, ‘Pet ko, Luv Ko,’ an animal welfare event that provides a free anti-rabies vax and neuter/spay service, Thursday, May 5, 2022 at the Adelaida Park Residences.
83 dogs and cats are vaccinated and 1 cat is neutered.
This event hopes to put the spotlight on the role of responsible pet ownership in reducing the number of stray animals in the subdivision and protecting them against rabies. Kudos to everybody who contributed to the success of this worthwhile event.
A Brown Company joins in the Lenten observance of the Universal Catholic Church with the Way of the Cross. Led by 14 employees from ABCI and ABERDI, more than 30 employees and agency partners joined in the 14-station devotion at the Our Lady of Guadalupe Chapel, Xavier Estates, on April 13, 2022, Holy Wednesday.
The Way of the Cross is a Catholic devotion commemorating the last day of Jesus Christ on Earth as a man. The devotion consists of 14 stations where each honors specific events of His last day, beginning with His condemnation.
As part of its continuing CSR to a life-saving mission of blood-donation, A Brown Company Inc (ABCI), subsidiaries, affiliates and A Brown Employees Credit Coop (ABECco) in partnership with Philippine Red Cross – CDO Chapter successfully celebrated year 12 of #DugongABrown with 45 donors donating a total of 40 pints or equivalent to 20,000 cc of blood Friday, March 25, 2022 at the XSCC Employees Lounge.
A Brown Family welcomes the Christmas Season with the blessing & lighting of the Advent Wreath during the Virtual Employees’ Convocation led by the ABCI Admin & Purchasing Department last November 29, 2021, Monday. The ABCI Family prayed the Novena for the blessing of the wreath followed by the lighting of the first candle.
For the Roman Catholics, during the four Sundays of Advent during mass, we are illuminated with candles as we light Advent wreaths of evergreen, shaped in a perfect circle to symbolize God’s eternity.
The four Sundays preceding Christmas, which is when Christians celebrate the birth of Jesus Christ, are recognized for four virtues. The candles on the Advent wreath symbolize hope, love, joy and peace. The candles are lit in that order.
A Brown Company’s Ignatius Enclave I & II, Ventura Residences II, Adelaida Park Residences and Mangoville receive the Safety Seal from Department of Labor & Employment – Bureau of Working Conditions X, Friday, November 19, 2021. This was made a success through the efforts of the ABCI COVID19 Response Team.
DOLE BWC- X made a series of inspections in the aforementioned project sites prior to approval and release of the Safety Seal Certificate.
The Safety Seal Certification is a voluntary certification scheme that affirms that an establishment is compliant with the minimum public health standards set by the government.
A Brown Company Inc, thru the efforts of HR and the COVID19 Response Team and with the full support
of management & cooperation of employees, has reached the workplace herd immunity as of October
14, 2021.
HR People Programs such as RESBAKUNA Raffle, vaccination education drive, health & wellness
initiatives amongst others were implemented in support of this COVID19 Vaccination advocacy.
ABCI HR Team organized and facilitated the conduct of PhilSys registration at the ABCI Workplace on August 24-25, 2021 at Club’s Gym, Xavier Estates, Cagayan de Oro.
A total of 534 Brown Group Employees, subsidiaries, affiliates, agency partners, and dependents have successfully completed the Steps 1-2 of the PhilSys Registration process. The final step to PhilSys is the Step 3 Registration, which involves the issuance of the PhilSys Number (PSN) and a Philippine Identification (PhilID) card.
The PSN is a randomly-generated number that will serve as a permanent identification number of a registrant. Considered as sensitive personal information, the PSN must be kept confidential and private. When transacting, registrants must use the public version of the PSN, namely the PhilSys Card Number (PCN), which is also printed in the PhilID card. PSA has partnered with the Philippine Postal Corporation (PHLPost) to ensure the efficient and safe delivery of the PhilIDs to the registrants.
One of the objectives of the PhilSys is to provide a valid proof of identification to Filipinos and resident aliens, and this is envisioned to transform how services are delivered and accessed in the Philippines by making public and private transactions seamless, safe, and efficient. PhilSys will provide Filipinos easier access to financial, social protection, health, education, and other government services. As a central identification platform, the system uses a person’s unique biometric information to authenticate identity.
Thank you very much to PSA -10 for approving ABCI Workplace as one of your registration centers.
Shout out of gratitude to the men and women behind the successful 2-day event and to all who willingly & cheerfully took part in this milestone.
