Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report
Transcription
Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report
Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report Catalyzing Change A spiral connotes change. From the core, it expands progressively, moving outwards gradually, but consistently - creating a path that manifests evolution. For Cebu Holdings, Inc. (CHI), the spiral is an apt metaphor for the Company’s transformation into an organization firmly committed to sustainable development. For more than 20 years, CHI has served as a development catalyst in Cebu and a key partner in developing the city’s landscape - now replete with first-class business districts, prime living spaces and world-renowned as an investment destination. Today, while it continues to pursue its vision of creating landmark projects and setting regional standards in property development, it is likewise fully committed to sustaining relationships with its customers, suppliers and stakeholder communities. The Company recognizes the inherent challenges of its business and strives to operate responsibly and responsively—mindful, always, of its footprint. Looking ahead, as these principles become truly pervasive, CHI will lead the local market in driving economic growth, pursue opportunities to deepen its portfolio with relevant real estate and retail products, and do its share in creating a truly sustainable future for the country. Annual Report Sustainability Report About this Integrated Annual and Sustainability Report 1 Our Sustainability Management 50 At a Glance 2 Message from the Corporate Sustainability Officer 51 Message to Stockholders 3 Our Stakeholders 54 Report of the Finance and Control Officer 8 Environmental Performance 58 Real Estate Business 12 Environmental and Health and Safety Risk Assessment 59 Retail Business 22 Climate-change Related Assessment 60 Management Systems 28 Energy and Emissions Management 62 Corporate Governance 32 Water and Wastewater Management 65 Enterprise-wide Risk Management 42 Solid Waste Management 66 Board of Directors 44 Biodiversity Management 68 48 Management Team Social Performance 72 101 Human Resources 72 Report of the Audit Committee to the Board of Directors 102 Community Partnerships 79 Independent Auditor’s Report 103 Employee Volunteer Program 84 Financial Statements 104 Product Responsibility 87 Statement of Management’s Responsibility Shareholder Information IBC Economic Performance 93 Stakeholders’ Commentaries 97 GRI Index 98 This Cebu Holdings, Inc. 2009 Integrated Annual and Sustainability Report cover is printed on FSC®certified Mohawk Options 100% PC, which is made of 100% process chlorine-free post-consumer recycled fiber with the balance comprised of elemental chlorine-free virgin fiber. This paper is made carbon neutral with Mohawk’s production processes by offsetting thermal manufacturing emissions with Verified Emission Reduction Credits (VERs), and by purchasing enough Green-e certified Renewable Energy Certificates (RECs) to match 100% of the electricity used in our operations. This paper is certified by Green Seal. The Financial Statements of this report are printed on Econobond, which is 100% recycled uncoated paper made from post-consumer collected waste. Catalyzing Change About This Integrated Annual and Sustainability Report This report gives Cebu Holdings Inc.’s stakeholders a glimpse of the Company’s internal business processes, how it manages its resources to gain efficiencies and achieve profitability while keeping in mind the ecological and social impacts of its business. This is the third year in a row that Cebu Holdings, Inc. (CHI) has consumption, as well as the savings generated and the emissions published an “Integrated Annual and Sustainability Report” avoided in every energy saving program implemented in all its covering both financial and non-financial aspects of its business. managed properties. This has even permeated into the personal lives of its employees, who have started to quantify their own This report covers the Company’s performance for the year 2009, carbon emission. On the social front, the Company endeavors with comparative data for the years 2008 and 2007, particularly to nurture its relationships with its human resources, project on continuing programs, although combined with a set of partners, customers, neighboring communities, business and baseline data on new initiatives implemented in 2009. As the socio-civic organizations, communicating to these stakeholders the Company strives to build on the previous years’ reports, this Company’s sustainability initiatives, thereby expanding its circle of publication shows a significant progress in CHI’s sustainability influence and contributing to a larger purpose. reporting, from 28 indicators in 2008 to a total of 52 indicators in 2009, largely because of the Company’s more improved and All these are taken into account in this report, being one of expanded economic, social and environmental programs. This the major communication tools the Company uses to reach its report is self-declared at level B, according to the Global Reporting stakeholders. An added feature of this report is a set of insightful Initiative (GRI) – Third Generation (G3) guidelines, as reported in commentaries from stakeholders the Company engaged to look at the previous year. This report covers the performance of CHI’s its sustainability performance objectively. subsidiaries and of an affiliate. The Company plans to seek report assurance and third party This report reflects the Company’s commitment to transparency verification in the future as we move towards achieving full and good corporate governance. It sets out its sustainability compliance reporting. goals and management approach on the strategic execution and achievement of these goals and objectives. It intends to share, in This report includes a form, through which the organization can more depth, the details of the documentation and monitoring of obtain feedback from its stakeholders and external publics to the Company’s actual performance on its sustainability priority aid the organization in continually improving its sustainability areas. Furthermore, this report gives its stakeholders a glimpse reporting approach. Information may also be accessed through of the Company’s internal business processes, how it manages www.cebuholdings.com. Inquiries may be done via email through its resources to gain efficiencies and achieve profitability while customer_care@cebuholdings.com. keeping in mind the ecological and social impacts of its business. Finally, this report reflects the organization’s mindset to help While the Company continues to intensify its drive to improve its catalyze change and to respond to the challenges of sustainable financial performance, it continues to provide economic value development. By documenting the initiatives and results of particularly through the resources it allocates for community the Company’s triple-bottom line performance, CHI is able to investment purposes. In the area of environmental performance, provide a benchmark from which the organization can assess its the Company continues to quantify its energy and water progress and fine-tune as it continuously improves on its systems and strategies, as well as further explores opportunities to face challenges in the years ahead. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report At a Glance VISION/MISSION STATEMENT We shall be the premier real estate company in Cebu creating and providing market-driven products of enduring value through a customer focused and highly-motivated team of professionals. We ensure the trust and confidence of our shareholders with sustainable and profitable growth while improving the quality of life of the communities in the markets, which we serve with honor and integrity. Core Values Focus on Customer Empowerment of People We believe in giving our customers products with enduring value and Respecting each person’s role in the Company’s success, we provide our services that are always aimed at attaining their ultimate satisfaction. employees with the means to fulfill their responsibilities with authority We understand customer needs and requirements, and in creating and accountability. By doing so, they feel a sense of ownership of their our products and delivering services we strive to exceed customer jobs and projects, and are responsible for their own success. expectation. Pursuit of Excellence Bias for Results By striving to be the best in everything we do, we please our We deliver results that will earn the trust and confidence of our customers, our employees, our shareholders, our suppliers, and Company’s shareholders. Our performance speaks of how we actively our business associates and alliances. This effort may require respond to problems and opportunities. working beyond what we are asked to do. Entrepreneurial Drive Responsibility to the Community We are a team of professionals dedicated to practice the highest ethical We are catalysts in the community. We help break new grounds standards by conducting our business with honor and integrity. With for development and enterprise. The projects that we initiate a mindset for innovation and creativity, we aim for expansion in new bring the community at par with others in the world. Our markets, products and techniques. interactions with the community spell our commitment to be a responsible corporate citizen. Teamwork We are a team of professionals whose coordinated efforts and Love of God collective competencies can lead to the attainment of greater results. We acknowledge God as Sovereign Lord above self, family, By working together with our colleagues, our customers, our suppliers work and career. This orientation leads us to putting ourselves and the communities with whom we do business, we can accomplish completely in His love and care and to practices that are according more. to His will. Concern for People Enhancement of the Quality of Life We acknowledge every person’s dignity and self-worth. We place We belong to a community of persons, sharing common emphasis on our employee’s personal and professional growth and aspirations and dreams of a better life for all. By the nature of development. Equally concerned for the welfare of others, we commit our business, we commit to helping improve the quality of life of to enhance a person’s effectiveness through training and other communities in the markets that we serve. development opportunities. Catalyzing Change Our Business Cebu Holdings, Inc. (CHI) is a publicly listed company engaged Cebu Property Ventures & in real property ownership, development, marketing and Development Corporation (CPVDC) management. It was registered with the Securities and CPVDC was registered with the Securities and Exchange Exchange Commission on December 9, 1988, with an authorized Commission (SEC) on August 2, 1990 and started commercial capitalization of P1.0 billion. operations on September 1, 1996. The company started as a joint venture corporation between the Province of Cebu and Ayala CHI is an affiliate company of Ayala Land, Inc. (47.26 percent). Other Land, Inc. CPVDC is now 76 percent owned by Cebu Holdings, stockholders include BPI Capital Corp. (15.39 percent); PCD Nominee Inc. after a successful tender offering undertaken in 1995. (Filipino and non-Filipino - 21.39 percent); First Metro Investment The company’s operations consist of three types of activities: Corporation, (11.55 percent) and the public (4.41 percent). commercial land sales, residential subdivision sales and office space leasing. CPVDC is the owner and developer of Asiatown I.T. The Company’s operations consist of seven types of activities: Park, a 24-hectare prime property for mixed-use development • Commercial land sales located in the former Lahug Airport. • Office and residential condominium sales • Sale of residential subdivisions Cebu Insular Hotel Company, Inc. (CIHCI) • Rental of retail space The company was incorporated on April 6, 1995 with the primary • Sale of proprietary sports club shares purpose of hotel development and management. In September • Lease of office space via a subsidiary Cebu Property Ventures 1996, the company began work on the 303-room businessman’s & Development Corporation hotel called the Cebu City Marriott Hotel. The project is owned by Hotel development/operations via an affiliate Cebu Insular Cebu Insular Hotel Company, Inc., a 63 percent - 37 percent joint Hotel Co. Inc. venture between Ayala Hotels, Inc. and the Company. • % Ownership Cebu Leisure Company, Inc. (CLCI) Cebu Leisure Company, Inc. was formed in 1994. It started as a joint venture company between Fun Corporation and Cebu Holdings, Inc. In 1997, the former sold its shares to the latter. It is now a wholly-owned subsidiary of CHI. Projects/Operations Cebu Leisure Company, Inc. 100% Entertainment facilities management Cebu Property Ventures and Development Corporation 76% Mixed-use development Cebu Insular Hotel Company, Inc. 37% Hotel development/ operations Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report Message to stockholders Antonino T. Aquino Chairman Catalyzing Change Francis O. Monera President Catalyzing Change: Responding to the Challenges of Sustainable Development Putting sustainability at the core of our strategy and the institutionalization of the triple bottom line approach is a very different way of doing business. But this, we believe, will be most rewarding in the long run. Embracing sustainability will lead to innovation and competitive advantage, while giving everyone in the organization a sense of pride in our role in society. Dear fellow stockholders, To help stabilize the Company’s cash flow and net income during Time and again, the Filipino spirit and ingenuity has proven to be difficult periods, we concentrated on increasing recurring income by resilient in the face of trying times. The Philippines weathered the expanding our leasing portfolio. In 2009, we increased our leasing financial global crisis better than its regional peers due to lower portfolio on both the retail and real estate fronts by a total of 21,000 dependence on exports and higher levels of domestic consumption, square meters of gross leasable area. fueled by large remittances from about five million overseas Filipino workers (OFWs). Ayala Center Cebu, the centerpiece of CBP, generated total revenue of P 696.77 million, 19 percent higher than last year’s level. This was While many were still reeling from the effects of the global financial due to higher rental rates and sales per square meter, and the crisis, Cebu Holdings Inc. (CHI) approached 2009 with a battle-ready full operation of The Terraces, which houses a total of 55 dining, stance – calibrating our strategy to adapt to market conditions while entertainment and lifestyle outlets. The Terraces brings in an implementing prudent cash and spend management to improve additional 9,000 square meters of leasable area. Both additions to our margins. This included managing risks, placing a bias towards the mall cater to the changing demands of the growing market in the preserving capital, and increasing short-term profitability without region. sacrificing long-term value creation. Revenues from commercial lots amounted to P 137.11 million, derived With the market tight-fisted in investing their money during such from the sale of one lot in CBP and one lot at Asiatown I.T. Park, conditions, we capitalized on what differentiated us as a the flagship project of CHI subsidiary, Cebu Property Ventures and brand from the rest of the competition. We focused on what was Development Corporation (CPVDC). important to our customer – value for money, quality, and delivery. We did not sell as many commercial lots as compared to the previous These initiatives paid off as the Company ended the year with higher year as part of our strategic direction to strengthen the Company’s income than was expected. recurring income. With the dwindling inventory of prime land within the city, we plan to shift our strategy from commercial land sales to Our 2009 performance long-term recurring income. As we use our existing prime properties CHI registered consolidated revenues of P 1.29 billion in 2009. to increase our leasing portfolio, we ensure appreciation of land and Compared to the 2008 performance, it posted a decline of 14 percent shareholder value. This is one of our strategies for sustainable growth mainly due to a one-time sale of a 1.7-hectare commercial block in for the Company. the Cebu Business Park (CBP) that year (factoring this revenue out, consolidated revenue grew by nine percent while net income after tax Also in 2009, 34 lots were sold at the premier seaside residential increased by 18 percent). enclave, Amara. This, combined with the previous years’ sale computed based on percentage of completion, brought in P 276.84 Still, CHI posted a relatively higher growth compared to the general million in revenues. This is 51 percent higher than the revenue of the economy and industry performance, as reflected in our high sales take- previous year. By constantly innovating the product and adding unique up and continued market leadership of our products. facilities in each phase to enhance the seaside living experience, we have maintained market leadership of Amara since it was first In 2009, commercial and retail space also enjoyed higher occupancy launched in 2005. and sales per square meter while residential lots enjoyed higher sales take-up despite price increases. A more comprehensive discussion of the performance on both retail and real estate business fronts will be discussed by the respective group heads within this report. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report Message to Stockholders Margins likewise improved due to prudent cash and spend Aware of the effects of land development and the operation of our management. In keeping with the times, operating and administrative projects, we have set in place various systems and innovations not only costs were kept at the lowest possible level. In addition, project to ensure compliance with regulatory and statutory requirements but development processes were enhanced and allowed the Company to also to lessen our negative impact on the natural environment. post project cost savings. In our Company’s operations and internal business processes, we All these initiatives were achieved without compromising our focus on continue to be certified to the international ISO and OHSAS standards the customer and commitment to quality. Our customers and their for quality, environment and health and safety. These have been satisfaction continue to be our first priority. The drive to always exceed aligned with the disclosure framework of the Global Reporting customer expectations paid off last year as the Company, through its Initiative (GRI) to which we also subscribe. projects, continued to lead in the markets it serves. As a company growing in the backdrop of increasing risks, CHI, in The entry of more established retail brands and the opening of 2009, formalized its Enterprise-Wide Risk Management Framework The Terraces at Ayala Center Cebu created an impact in attracting a and created a more integrated approach. A structure, headed by large base of our customers. This, coupled with various marketing the Audit and Risk Committee at the Board level, was set in place to initiatives and additional programs for the convenience of shoppers, analyze, consolidate and manage all the opportunities, threats and helped increase average daily foot traffic at the mall by 11 percent risks faced by the Company in achieving its goals. By identifying our and car park usage by 49 percent in 2009. With this, Ayala Center risks and strengthening our control measures, we are more confident Cebu continues to be the preferred lifestyle destination for its target in ensuring the Company’s sustainability for the long term. customers. As we increase our initiatives and projects for the Company, our Amara continues to be the market leader among premium residential in-house expertise is our most important asset in accomplishing offerings in Cebu. Despite the economic uncertainty last year, the the goals we have set. Last year, despite contracted resources for second phase of Amara North was launched and was received by the external training, we developed competency by sharing learnings, market with sustained enthusiasm. cross-posting and other creative development strategies. With these, the organizational culture has become an enabler, equipping and Putting sustainability at the core of our operations empowering each employee to effectively contribute to corporate But even more important than crunching the numbers and goals. exceeding customer expectations were the steps we took to ensure social sustainability and environmental stewardship, internally as an We continue to support wellness programs for our employees through organization and as a member of the community. the CHI PLUS program, with the belief that well-rounded individuals make more efficient and effective team players. We also continue to We at the Ayala group have taken on that challenge of putting strengthen our community development programs and our employee sustainability at the core of our strategy and business operations. As volunteer program, “Agbayay,” to strengthen our relationship with the we strengthen our management systems and innovate our processes, members of our fence line communities. This program also helps we aim to continue to produce results without sacrificing the needs of develop our employees’ sense of social responsibility as members of a tomorrow. society who care. Last year, we launched our sustainability campaign with the theme, These initiatives resulted in continued employee satisfaction, as “Catalyzing Change: Responding to the Challenges of Sustainable reflected in an organizational climate survey at the end of last Development” for CHI. The theme puts forward a direct connection year. The survey presented favorable results in all areas measured, between the changes we need to do and the sustainable outcomes we particularly in the aspects of job security and standards of excellence in hope to achieve. the performance of tasks. For our employees, partners and other stakeholders in CHI, we have As we move along this path, we are seeing a continuous transformation translated sustainability in the most applicable and measurable and improvement in the way we face our daily challenges to reach our ways possible, in all aspects of the business and at every level of the short-term goals in the economic, environmental and social areas. This organization. is a major accomplishment for everyone in the organization. Catalyzing Change We are also proud to share with you some unexpected triumphs along tourist destination and as the top emerging global outsourcing the way – all of which have inspired us to strive to do even better. destination. Awards and recognition such as the Best in Corporate Governance Disclosure Award from the Management Association of the Philippines CHI will be at the forefront in this upturn with increased and the Silver Award for Corporate Governance Disclosure for Publicly- offerings which cater to the growing market demand in the retail and Listed Companies from the Institute of Corporate Directors have real estate fronts. encouraged us to continue to improve our corporate governance practices. The 2009 E3 (Excellence in Economy and Ecology) Award In response to the changing lifestyle and increased purchasing power from the Philippine Chamber of Commerce and Industry has also of the local workforce, we are finalizing plans to add leasable space at inspired us to enhance further our management systems, particularly Ayala Center Cebu. This expansion project will complete the full circle concerning our impact to the environment within the framework of design of the mall, as well as provide more local and international the GRI or triple bottomline reporting, and hopefully inspire other brands in the merchandise mix. companies to do the same. The BPO industry will continue to be one of the main drivers of growth All these we have carried on with the end in mind of contributing for Cebu. To capitalize on this, we are working towards the Philippine to a larger purpose -- socio-economic growth in the area where we Economic Zone Authority (PEZA) accreditation of CBP to accelerate operate. We strive to go beyond the business of producing profit and build-up within the park. operational results to look at the larger picture of sustainability. Our Integrated Management System, inclusive of the continuous adoption The year 2010 will also be an exciting year as we work with other of the Balanced Scorecard, ISO and GRI, has become a template that companies within the Ayala Group. The adoption of partnerships has allowed us to have a more structured and measurable approach in with the other strategic business units of Ayala Land Inc. (ALI) aimed realizing these targets. As we strive to achieve the goals we have set for at maximizing industry expertise within the group as we set up new ourselves as part of the community, we are becoming the change we projects and explore various markets. want to see. We have already started, through CPVDC, to partner with the At any given year the Company’s 2009 performance is commendable. Corporate Business Group of ALI to create the eBloc Tower which was Achieving that level in the context of last year’s dismal economic fully-leased out last year. A partnership with Avida is also underway backdrop made it an even bigger achievement. This demonstrated for the development of affordable residential condominiums in the organization’s agility to shift strategies and be flexible enough to Asiatown I.T. Park intended to fully complement the other amenities respond to change without sacrificing profit and the quality of the way in the park. we do things. This year, we will also embark on a residential condominium project Optimistic about 2010 within CBP to take advantage of the emerging demand in the market. We move with momentum towards the year 2010. The project will allow us to unlock the value of the land as well as Putting sustainability at the core of our strategy and the boost the value of ownership at City Sports Club Cebu. Here, residents institutionalization of the triple bottom line approach is a very will enjoy a strategically located address complemented with full different way of doing business. But this, we believe, will be most access to a range of leisure and sports amenities. rewarding in the long run. Embracing sustainability will lead to innovation and competitive advantage, while giving everyone in 2009 was a remarkable year not only for the organization, but for all the organization a sense of pride in our role in society. the stakeholders in the Company as well. We thank our shareholders, our employees, the Board of Directors, and all our partners in business This requires a perpetual and sophisticated recalibration to for their continued support as we steer this organization in the road create profitability while contributing toward healthy ecosystems, towards sustainable development. thriving societies and productive economies. With the stabilization of the global financial sector and economic recovery in sight, economists predict an upturn this year. Cebu specifically is at a prime position in this curve, having Francis O. Monera Antonino T. Aquino already caught international investor interest as a preferred President Chairman Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report Message from the Finance and Control Officer Strengthening the Company’s Business Portfolio CHI has largely benefited from a more balanced portfolio and a healthy balance sheet to support revenue and margin growth from operations during the year. The Company’s 2009 performance was generally driven by its increasing stake in recurring income. Revenue from real estate development projects such as commercial lots posted a decline on account of the Company’s strategy to hold on to its remaining commercial lots for value appreciation and for new developments to fuel recurring income. The year 2009 was a testament to the resilience of Cebu Holdings, Inc. (CHI) as it ends the year with a very satisfactory performance despite the economic slowdown that began in the previous year. As the financial crisis peaked at mid-year, consumer spending grew weaker. The retail sector remained stable throughout 2009 but consumer demand slowly became more complicated and gravitated towards mall formats with a better merchant mix. For the real estate industry, the year 2009 also heralded more conservative customers for both residential and commercial property, with demand high for projects that provide a clear differentiation strategy in terms of brand, price, quality and delivery. As the competitive landscape changed, CHI braced itself with programs for greater cost efficiency and a strategic focus shifted towards capitalizing on market opportunities and more balanced revenue sources. Managing Our Business Portfolio CHI’s total consolidated revenues for 2009 reached P1.29 billion. Revenues were mainly driven by lease income for retail and office spaces which drew in P697.95 million, and the sale of commercial and residential lots which grossed P413.95 million in total revenues. Eleanore R. Tomaneng Finance and Control Officer Catalyzing Change Other sources comprise theater revenues of P72.75 million, interest and other income of P83.96 million and a P19.69 million take-up of CHI’s equity in affiliates, Asian I-Office Properties, Inc. (AiO) and Cebu Insular Hotel, Inc. Revenues (in thousand pesos) 2009 Revenue Mix Interest and other income sources 8% 1,500,031 Theater operations 6% 1,288,284 1,281,745 1,037,397 691,274 Commercial and residential lot sales 32% 2005 2006 2007 2008 Retail and office space leasing 54% 2009 CHI’s strategy in 2009 was focused on strengthening its business proposition and CHI’s proven track record, boosted the Company’s portfolio via an increasing stake in recurring income from retail and leadership in the high-end residential market in spite of increases in office space leasing. From the revenue mix for 2009, 54 percent came average price by 11 percent from last year. from lease as compared to 40 percent in 2008. Revenues from lot sales then comprised 32 percent of the total for 2009 as compared to Commercial Center Operations 49 percent in the previous year. This enabled CHI to achieve a greater The year 2009 was another fruitful year for Ayala Center Cebu. Ninety balance between short-term returns, financial stability and long-term percent of Ayala Center Cebu’s total revenues was derived from retail growth. space rentals which increased by 20 percent in 2009 to P624.02 million. The remaining 10 percent of commercial center revenues CHI registered a net income after tax (NIAT) of P302.19 million for came from theater operations which increased by nine percent to 2009, lower than the prior year. Barring the effect of the 1.7 hectare P72.75 million, on account of greater theater receipts due to higher Cebu Business Park (CBP) transaction which tipped the revenue mix average occupancy in 2009. With a lease occupancy of 95.5 percent towards commercial lot sales in 2008, CHI exhibits an actual growth of and the full-year operation of the Terraces, revenue generated by nine percent in revenues and 18 percent for NIAT. Ayala Center Cebu reached record levels of P696.77 million, higher by 19 percent from the previous year’s P586.43 million. Real Estate Operations The sale of commercial lots in Asiatown I.T. Park and CBP contributed Also contributing to total revenues for CHI’s retail segment, is The 11 percent to total revenues or P137.11 million in 2009. Commercial Walk of Asiatown I.T. Park, with its first full year of operations in 2009, lot selling was decelerated to capitalize on the considerable value averaged a lease occupancy of 83.5 percent and posted P16.89 million appreciation of the remaining commercial lots. in total revenues, P9.99 million higher than last year’s level. As for the residential business segment, lot sales from Amara Business Process Outsourcing - Office Leasing Operations contributed 21 percent or P276.84 million to total consolidated CHI also profits from the leasing of eOffice spaces in Asiatown I.T. revenues, surpassing last year’s P183.27 million by 51 percent. Park. Rentals, earned through CHI subsidiary, Cebu Property Ventures Returns were derived from the sale of 34 lots and prior year’s sales and Development Corporation (CPVDC), contributed P55.89 million recognition computed based on the project’s percentage completion. to revenues, 17 percent lower than last year. The decline in revenue Amara’s successful differentiation strategy, superior customer value resulted from the transfer of a major eOffice locator at mid-year to Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report Message from the Finance and Control Officer Net Income (in thousand pesos) 2009 Stock Price (Quarterly) 2.50 399,479 2.00 302,192 251,775 1.76 206,778 1.38 117,346 2005 2006 2007 2008 2009 Q1 Q2 Q3 Q4 eBloc Tower, a 12-storey business process outsourcing building project the year. Total stockholders’ equity increased by four percent at by AiO – a CHI associate accounted for under the equity method. yearend, net of such dividend declaration. Controlling Costs And Improving Margins Stock price closed at P1.56 per share in 2008 and reached a lower Focal improvement of revenue drivers were complemented with level of P1.38 at the end of the first quarter of 2009 when the global programs for greater cost efficiency and tighter overhead control. financial crisis pushed down the overall stock market. However, Substantial cost savings were garnered from the execution of CHI stock prices showed an upward trend in the last three quarters guaranteed maximum price contracts for major CHI and CPVDC of 2009, finally closing at P2.50 per share and resulting in a total construction projects. Continuing water and energy conservation shareholder return of 63.68 percent. initiatives have also contributed to lower utility expenses for 2009. These and other cost-saving measures have contributed significantly Looking Forward to margins for the year. CHI was able to manage its various segments of operations amidst changing market conditions in 2009. CHI has largely benefited from Maintaining A Healthy Balance Sheet a more balanced portfolio and a healthy balance sheet to support CHI’s balance sheet remains sufficiently healthy to support and ensure revenue and margin growth from operations during the year. sustainable growth. Total assets stood at P5.77 billion at yearend, showing a two percent increase of P114.63 million. The year ended with economic conditions moderately easing. CHI is poised to take advantage of several opportunities presented Of total consolidated assets, P1.84 billion is classified as current, by the market. The Company remains prudent with its business representing an increase of 17 percent from the P1.57 billion total development and is confident that its balanced portfolio, strong cash of 2008. Cash and cash equivalents increased by eight percent to position, healthy balance sheet, customer-oriented approach and P905.09 million at the end of the year. reputation for superior quality will sustain its business and propel CHI to even greater heights in the years to come. Bank debt at yearend amounted to P275 million, lower by P55 million from the 2008 yearend balance. CHI was able to improve its current ratio, increasing it to 1.68:1 from the previous year’s 1.51:1. Marginal improvements were also noted for CHI’s solvency ratios at yearend as bank debt-to-equity and total debtto equity ratios registered at 0.07:1 and 0.32:1, respectively. As part of our continuing commitment to our stockholders, CHI declared and paid a total of P134.41 million of cash dividends during 10 10 Catalyzing Change Eleanore R. Tomaneng Finance and Control Officer Total Assets (in thousand pesos) 5,327,720 4,579,702 2005 Stockholders’ Equity* (in thousand pesos) 5,658,583 3,975,562 5,773,216 3,443,944 4,694,705 2006 2007 2008 2009 2005 3,554,718 4,143,348 3,710,489 2006 2007 2008 2009 *Before minority interest Cebu Holdings, Inc. and Subsidiaries Year Ended December 31 As Restated 2009 2008 2007 2006 2005 1,288,284 1,500,031 1,281,745 1,037,397 691,274 Net Income 302,192 399,479 251,775 206,778 117,346 Cash Dividends (P0.07-2009) a share 134,406 134,406 96,004 96,004 - For the Year (in thousand pesos) Revenues At Year-End (in thousand pesos) 5,773,216 5,658,583 5,327,720 4,694,705 4,579,702 Cash and Cash Equivalents 905,093 834,752 904,767 532,127 427,734 Bank Loans 275,000 330,000 330,000 199,995 349,715 4,440,531 4,267,732 3,983,183 3,808,761 3,678,158 Earnings 0.16 0.21 0.13 0.11 0.06 Cash Dividends 0.07 0.07 0.05 0.05 0 Book Value 2.16 2.07 1.93 1.85 1.79 Current Ratio 1.68 1.51 2.01 1.93 2.16 Bank Debt-to-Equity Ratio 0.07 0.08 0.09 0.06 0.10 Total Assets Stockholders’ Equity Per Share (in pesos) Financial Ratios Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 11 11 Real Estate Business We will continue to drive the business by shifting our focus to recurring income. Through properties we develop, we create increasing value to achieve a sustainable future. Similarly, Cebu Business Park (CBP) is also working on its PEZA accreditation and was granted pre-qualification clearance for the declaration of CBP as an Information Technology (IT) Park. With the endorsement of the Cebu City Mayor secured, the PEZA Board endorsed CBP-IT Park (the name with which CBP will henceforth be known) to the Office of the President for the issuance of the required Presidential Proclamation. The PEZA accreditation is envisioned to spur activity as we ride on the IT boom — one of Cebu’s primary engines of growth. As the commercial front remained active, real estate development followed suit. Affordable to mid-market projects entered the market with house and lots for the Filipino breadwinner, whether domestic or overseas. The high-end residential market remains stable with Amara as market leader (71 percent market share). By the end of 2009, Amara North Tranche 1 was 91 percent sold while Tranche 2 was 56 percent sold, Jose Maria D. Lopez Real Estate Development Group Head just two months from its launch in October. Market demand for real estate remained healthy throughout 2009. Regardless of the economic climate, a positive outlook persisted. As Real estate will always have to ride the waves of economic cycles. With a greater part of the world falling into one of the steepest global slumps since the Great Depression, the Philippines proved resilient with the economy growing at a pace of 1.1 percent (GDP) due to strong remittance inflows, tourism and business process outsourcing (BPO) investments. The BPO sector in Cebu has continued to support the province with continued investments and increased manpower employment. Not surprisingly, Cebu has been dubbed the Top Emerging BPO Destination two years in a row. Asiatown IT Park has capitalized on the influx of BPO companies as the preferred BPO location in Metro Cebu. It houses a clear majority (71 percent) of PEZA-accredited BPO companies in the city. The major mover this year was the establishment of the P900 million Aegis People Support House within Asiatown I.T. Park. The eBloc Tower office floors were also fully leased in 2009 (only one year post-completion) to international locators - NCR and JP Morgan Chase Bank. 12 12 Catalyzing Change observed in the customer satisfaction survey, motivation to purchase Amara has shifted from that of previous years and is now leaning towards investment rather than personal use. This proves Amara’s value appreciation as a critical factor for buyers. Discerning buyers consider property value as an important consideration for purchase. The continued introduction of fresh project features coupled with the strategic release of limited inventory adds a scarcity value to our development as evidenced by the successful launch of Amara North Tranche 2. Condominium development continued to thrive in Cebu as a byproduct of the outsourcing boom. It expanded the client base to include not only local residents, investors and overseas Filipinos but also expatriates and foreign nationals. The real estate industry in Cebu is poised for a rebound in 2010. While some chose the side of caution during the economic crisis, we have decided to view this as an opportunity. Fueled by positive market indices in the sectors of BPO, overseas remittances and tourism – Cebu Holdings, Inc. will play an active role in Cebu’s upturn with real estate development at its epicenter. Ultimately, it is the intimate understanding of the customers we serve which continuously allows us to deliver beyond expectations. Q: How has the 2009 global financial crunch affected the Cebu real estate market? A: The year 2009 was faced with challenges from the global economic crisis to the natural and political calamities which plagued our country. The market felt the need to exercise caution, if not restraint. This impetus drove the Marketing and Sales Team to turn the crisis into opportunities which spelled our success story for 2009. Despite the crunch, Cebuanos proved to be a class of their own. Amara generated higher sales take-ups for Amara North Tranche 2 versus the earlier Tranche 1 launched in 2008, despite a notable price increase which raised the bar in Cebu’s high-end lots only category. This we achieved through continuous improvement of the project features coupled with the strategic release of limited inventory to create scarcity value. Cebu Business Park continues to be a reliable investment in the midst of the unstable economic climate. These prove that though the market reeled from the crunch, it was nevertheless able to hold its own. would make it attractive to a market with varying preferences for Q: What opportunities were made available in 2009 and how has the Marketing and Sales Team responded to these? their dream seaside home. For Cebu Business Park, we leveraged on our relationships with our A: The crisis confirmed a strong need for superior value from a developer with the best track record. More than any other time, integrity was key. The crisis provided an opportunity for us to leverage on the difference our name makes. When everything old buyers. This forged a strong confidence in our product/service package that keep bringing customers back. Ultimately, it is the intimate understanding of the customers we else is uncertain, the brand markets itself. serve which continuously allows us to deliver beyond expectations. The crisis was an opportunity to grow the brand name by virtue of the market’s enduring trust especially at the most trying of times. People looked to a name they could be sure of: they turned to us. We used this break to show our continuous development in all our projects and assure buyers of our commitment. Q: What were the results of these responses? A: The year indelibly stamped Cebu Holdings, Inc. for our more than 20 years of community-building. This track record precedes and guides us in setting the pace and development of the region. In response to the challenges of the previous year, the Marketing For Amara, we saw a chance to meet the market’s varying needs through lot classifications that give wider options to our customers. Despite increased prices, we gave added value to each lot that Laurence John I. Visco Marketing and Sales Head and Sales Team took to heart our persistent mission of delighting the customers. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 13 13 Real Estate Business For Amara, we benefited from offering our prime lots in limited Q: What were the results in terms of customer satisfaction? tranches. Despite the economic turmoil, our customers responded with their usual gusto: take-up of the limited lots was brisk and A: We are proud to have maintained our Very Good rating from the within target. To generate superior value, the team went through External Customer Satisfaction (ECS) survey which solicited and the painstaking process of deliberate classification of each lot quantified our customers’ feedback to the Marketing and Sales to fully consider our customers’ needs. As a result, Amara North process. Tranche 2 achieved 50 percent take-up within one month from launch, versus the same take-up in six months of Tranche 1 lots In 2009, we expanded the ECS survey beyond our customers’ launched in 2008. Amara maintains its leading position in the high- experience upon purchase. We took the survey a step further end lots only residential market in Cebu, a record maintained since and tried to gauge our customers’ level of satisfaction with Amara’s launch in 2005. Amara’s masterplan, documentation, titling, lot turnover experience, village administration, etc. In other words, we Cebu Business Park (CBP) remains the premier business district in gauged the post-sales experience. the region, and will maintain its formidable position by riding on Cebu’s leverage as the top emerging BPO destination in the world Our buyers rated us Very Good for documentation and titling (Tholons magazine). CBP is expecting the PEZA accreditation as an (8.46 out of 10) and lot turnover experience (8.84). Furthermore, IT Park soon. This will definitely spur more activity in development 89 percent rated that Amara exceeded client expectations for the for the succeeding years. lot turnover experience. Similarly, 88 percent of buyers felt that their delivered lots exceeded their expectation. Asiatown I.T. Park remains to be the biggest IT/BPO player in the region. Housing 71 percent of BPO players in the island and 26 The village administration office was rated Excellent (9.08) while percent of the total estimated BPO workforce, Asiatown I.T. Park’s the village administration team rated Very Good (8.84), with 91 position is indeed a force to reckon with. BPO buildings in Asiatown percent of the respondents noting the team’s within-the-day I.T. Park enjoy higher lease and occupancy rates than any of its response. The village facilities were rated Excellent (9.31). counterparts. The eBloc Tower office spaces, designed for big BPO players, were fully leased in the fourth quarter of 2009, less than a year from the building’s completion. 14 14 Catalyzing Change The overall service for post-turnover was rated Excellent (9.04). Q: What is the Marketing and Sales Team’s outlook for 2010? A: As the economy recovers, the team forges ahead, having bravely maintained our leadership despite the tumultuous climate of 2009. Marketing and Sales is ready for a banner year in 2010 with three new project/phase launches for potentially recordbreaking sales. We will see the launch of Amara’s newest phase. An affordable residential condo play is slated for Asiatown I.T. Park. City Sports Club Cebu is set to excite the market with an The year indelibly stamped Cebu Holdings, Inc. for our more than 20 years of community-building. This track record precedes and guides us in setting the pace and development of the region. upscale residential condo. Synergies will be forged with the formation of the Ayala Land Corporate Marketing and Sales Group (CMSG), a gathering of Ayala Land-wide marketing and sales team members for enlarged strength and shared empowerment. 2010 will see deliberate moves to unite the group and utilize the available resources and best practices to launch greater success of our projects. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 15 15 Real Estate Business Amara Amara has maintained its position as the leader in the local high-end residential market. More than 40 percent of the lots were sold in 2009 with the launching of the Amara North tranche 2 in October 2009. The second Tranche of Amara North has 50 lots, including a limited number of highly coveted “Horizon” lots perched on the bluff of the Catarman headland, affording infinite views of the Camotes Sea. This new cluster of prime lots in Amara North will enjoy close access to the jewel of this phase, an existing wharf at the headland. In 2009, there were 19 lots sold since tranche 2 was launched, while 31 out of 58 lots were sold in Amara North 1. Designed as a truly distinctive community, Amara North complements the first-class resort amenities of earlier sold-out phases, including the grand clubhouse, an esplanade, the sports and recreation center, the Serenity Park and the picnic grove. over 40% of the lots sold in 2009 with the launching of the Amara North tranche in October 2009 Amara 2009 New vs. Repeat Buyers High-End Residential Lots Market Pie Competitor X 0% Competitor Y 7% Competitor Z 22% Repeat 29% New 71% Amara 71% Amara retains market leadership in the high-end residential segment with 71 percent. Despite the year’s economy described as being in “crisis mode”, sales continued to come in. This shows that real estate and to be specific, an Amara property is indeed an excellent hedge during economic uncertainty. 16 16 Catalyzing Change Slight increase in repeat buyers, illustrate the trend where previous Amara buyers are purchasing even more Amara lots as testament to superior project delivery and customer service. Amara is not just a residence built for people to live in but it is now being explored as a second home, a vacation home and even a worthwhile investment given its appreciation over the years. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 17 17 17 Real Estate Business Cebu Business Park The Company sold a 1,223 square-meter corner lot at Cebu Business Park (CBP) at P43 million in 2009. The continuing growth of CBP is evidenced by the robust build-up in the area. Among the recently completed constructions in CBP are the 23-storey Lexmark building, Chinabank, Creativo and The Terraces. CBP now hosts a total of 23 buildings, with another four under construction. In 2009, Cebu Holdings, Inc. pushed for the accreditation of CBP as economic zone. The Company secured the endorsement of the Cebu City government and received the approval from Philippine Economic Zone Authority (PEZA) for the declaration of CBP as an Information Technology (IT) Park. With IT as one of Cebu’s engines of growth, the accreditation of PEZA is expected to create a fresh market for CBP. 23 buildings located at the CBP 18 18 Catalyzing Change Cebu Business Park 2009 New vs. Repeat Buyers Repeat 22% New 78% Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 19 19 19 Real Estate Business Asiatown I.T. Park Asiatown I.T. Park, flagship project of CHI subsidiary Cebu Property Ventures and Development Corporation, is now home to more than 80 local and multi-national companies. With the increasing build-up and recent completion of Skyrise 3, i3, TGU Tower and eBloc Tower, it continues to serve the fast growing information and communications technology (ICT) industry by providing IT-enabled buildings, office spaces, amenities and facilities. There are currently 12 buildings in Asiatown I.T. Park, housing some over 13,000 jobs generated at the IT park in 2009 of the top IT companies including NEC Telecom Software Phils, Aegis People Support, Rapid Solutions, NCR Cebu Development Corp., JP Morgan Chase Bank, Xlibris, IBM Philippines, Qualfone Philippines, eTelecare, Convergys, Dash Engineering, ACS Philippines, Globe Telecom and Innove. Asiatown I.T. Park is home to 70 percent of business process outsourcing (BPO) companies in Cebu. Asiatown I.T. Park new and repeat buyers (1996-2009) The IT Park generated over 13,000 jobs as of the end of 2009, more than a hundred percent increase in workforce from over 6,000 in 2006. Asiatown I.T. Park is the first IT Park accredited by the Philippine Economic Zone Authority (PEZA) in Visayas and Mindanao. It is Repeat 44% positioned as a viable place for locators engaged in the business of New 56% 20 20 Catalyzing Change information technology and IT-enabled services. eBloc Tower A 12-story mid-rise office building, the eBloc Tower was completed in 2009 and is now addressing the need for more office space of business process outsourcing (BPO) companies and retail stores in Cebu. The first among many projects to be pushed for Cebu’s twin-win industries—information and communication technology (ICT) and tourism—the eBloc Tower is a project of the Asian i-Office Properties Inc. (AiO). AiO is a special purpose vehicle created with the efforts and resources of the Cebu Property Ventures and Development Corporation (CPVDC) and the Ayala Land Inc. (ALI) corporate business group. The eBloc Tower houses two of the biggest global BPO/IT companies: NCR Cebu Development Center, Inc., which is a leading global IT business solutions company with world-class offerings in the areas of financial self-service, store automation, business consumables and IT support service, and JP Morgan Chase Inc., a leading global financial services firm. Located along Jose Ma. Del Mar Avenue in Phase 1 of the Asiatown I.T. Park, the eBloc Tower sits on a 4,432-square meter lot near the Globe Telecom Tower, Skyrise and CJRS buildings. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 21 21 21 Retail Business To maintain our position as the premier lifestyle destination in the region, we continue to increase our leasing portfolio to add top brands and promising homegrown concepts to our mall offerengs. 2009 marks the 15th anniversary of Ayala Center Cebu. options, and created special zones that will spark interest for our shoppers. Through the years, Ayala Center Cebu has become a unique landmark and popular lifestyle destination in Cebu. After more than a decade of operations, Ayala Center Cebu continues to redefine the cosmopolitan lifestyle of the Cebuanos with a diverse mix of retail, dining, and entertainment choices conveniently located right in the middle of the bustling urban city. The Terraces has exceeded the expectations of mall-goers – tourists and locals alike. Shortly after its opening in November 2008, it gained recognition from the Provincial Board in a resolution commending the mall’s environment-friendly development. With its distinctive world-class architecture and a wide variety of international cuisine, The Terraces has since then become a favourite celebrations destination for gourmands, photography buffs, and nature lovers. Undaunted by the economic downturn in 2009, Ayala Center Cebu continues to sustain leadership in its target market. Since the mall’s opening in 1994, we have always listened to the market’s evolving demands and strive to rise up to the challenge. With this, we have refined the offerings of the mall to cater to more sophisticated lifestyle. We introduced new concepts in Cebu, expanded our wellness and pampering The growing number of sports enthusiasts in Cebu led to the conversion of the previous Ayala Food and Entertainment Center to the Active Zone. Conveniently located in one of the mall’s high traffic car drop-offs and accessible from both the main mall and The Terraces, the Active Zone introduces popular brands in fitness and sporting goods and apparel in answer to the demands of the active lifestyle of the Cebuanos. Because of these efforts, Ayala Center Cebu increased in average daily foot traffic by 11 percent in 2009. With additional access to our basement parking and parking building, carpark usage increased by 49 percent. By the end of 2009, the existing mall was already 98 percent leased out, while The Terraces was 91 percent leased out. As a result, the mall realized a sales growth of 25 percent. We would not have been able to achieve such success without the continued support of our merchant partners. In turn, we go the extra mile to make our merchants feel proud to be part of the Ayala Malls family. With our Merchant C.A.R.E. Program (Communication, Alliance, Recognition, and Enrichment), our team gets to meet with merchants regularly to discuss issues ranging from customer complaints, visual merchandising, sales performance, among others. We also hold an annual merchants’ meeting to provide updates on the mall’s performance and to discuss future directions. We give due recognition to exemplary stores in our Annual Merchants Awards. To give equal importance to our merchants’ employees, we provide them with trainings and workshops on customer service, security, customer safety and health. To strengthen our relationship with them, we give them a chance to enjoy, in an annual fellowship. All these initiatives serve to ensure that the brand proposition of an Ayala Mall will be carried out through those who have direct contact with our shoppers. The positive results of our 2009 initiatives prove that growth opportunities continue to emerge even in difficult business environments. In these challenging times, we believe that it is even more important not only to focus on our customers, but also to deliver more than what is expected. With renewed passion and determination, we look forward to making Ayala Center Cebu the mall of choice for both valued shoppers and merchants. Clavel G. Tongco Retail Business Group Head 22 22 Catalyzing Change Q: How was 2009 for the mall in terms of the market’s visiting and spending? A: We are happy to note that the mall registered positive sales growth in 2009 despite the slowdown on economic activities due to the global crisis. Dining and basic shopping were indicated as the top activities. We have seen people who kept coming back to The Terraces as they explored its new offerings in dining and wellness concepts. The entry of more established retail brands created an impact in attracting a large base of our customers. Each shopper who visited the mall was noted to do more than shopping for their fashion choices. To address the shift of shopping activities, we focused on strengthening our marketing communications in terms of our fashion mix. In 2009, we did a series of events and activities to hype up these offerings, particularly in the second and third quarters of the year. These were unique concepts combining fashion and electronic gadgets, photography, arts and music. Major events included the “Summer Soiree,” featuring summer wear collections, the “World Music and Fashion Walk,” “Kaleidoscope Fashion and Art,” and the “Amazing Shopping Challenge”. participation in the global “Earth Hour” activities in March. Before the switch-off, the day’s activities included a forum and a signature campaign among shoppers. relationships with socio-civic groups like the Rotary Club of Fuente-Cebu and Gloria Maris, Cebu Cancer Society, I Can ServeCebu Chapter. During the global “Earth Day” celebration in April, the mall provided space for our partners in our neighboring communities to showcase products made from recyclables, including organic fertilizers generated from the successful implementation of the mall’s solid waste management program conducted in partnership with our neighboring communities. “Think Pink in 2009 (Year 2)” was even bigger, with more exciting activities and greater participation from the community. Events included a photo exhibit featuring cancer survivors and selected advocates, “Pink Organic Garden,” “Pink Concert” and the “Pink Dinner”. The biggest campaign in the area of environmental stewardship was “Greenology”. It was a month-long celebration in September that earned a Cebu City Council commendation for environmental consciousness among Cebuanos. The campaign featured “Eco Art,” entitled Eco-Librium, an art competition, using junk or recyclable materials, the “Green Fashion Line”, creation of clothes and accessories made from eco-friendly materials, the launching of eco bags or reusable bags by top fashion designers, “Eco-Dash,” an environmental fun run, and “Save Money and Save the Earth” promo at the Food Choices. These events culminated with a mall-wide “Green Sale.” Q: How did you engage and encourage your merchants to support your marketing programs? Q: When do you consider a marketing initiative effective? Can you cite some that you did for 2009? A: A key element in the success of our sales and promotions was the support and cooperation of our merchants. What makes our relationship with our merchants distinct is the extra mile we go to assist them with their marketing needs and requirements. This is especially true with our Manila-based merchants with whom we collaborate closely in terms of logistics and other needed support in the local setting. Last year, with the entry of new concepts, we assisted several of our merchants in their store launches and sustaining events. A: A successful marketing plan generates the shopper traffic that we want, pulls in the target market we identified, and increases the sales of our merchants. In addition, recognition from either the government or respectable organizations also serves as validation of the relevance of our initiatives. Q: What were the new marketing initiatives for 2009? A: In line with the direction of the Ayala group of companies, sustainability was a major thrust in 2009. This was highlighted in various marketing initiatives, which started with the mall’s Another milestone for Ayala Center Cebu was the “Philippine Quill Merit Award” given by the International Association of Business Communicators (IABC) One of the prestigious awards that the mall earned in 2009 was a “Gold Award for Marketing,” under the Community Relations category for the “Think Pink” campaign, given by the International Council of Shopping Centers in Suntec Singapore last October 15, 2009. The “Think Pink” campaign was developed to increase awareness and participation of our shoppers in observing healthy living through fashion, dining and the “pink” or healthy lifestyle. Think Pink was made possible with partnerships and forged Jovita R. Polloso Commercial Center Division Head Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 23 23 Retail Business Ayala Center Cebu Revenues (in millions) Philippines for the “Terraces Grand Launch Campaign”. Gaining special recognition in the Communication Management Category for Special Events, the winning entry entitled “The Terraces: An Urban Escape Made for Extraordinary Celebrations,” detailed Ayala Center Cebu’s pre-launch, launch and sustaining activities that have defined The Terraces as truly a Cebuano landmark. 697 586 538 508 492 Q: How did you strengthen the Customer Service program? A: In 2009, we launched the “It’s Always U-First” campaign for the mall. This is an expression of how we give attention and priority to the needs of our shoppers. One is the “U-First Priority Shopping” that provides convenience to the senior citizens and Persons With Disabilities (PWD). Another program is the “U Talk, We Listen” which receives and processes comments, suggestions and feedback from shoppers. And the last is the “Family Corner and U”, a safe, quiet and comfortable place where families can bond. The mall initiated a partnership with the PWD Council, which provided guidelines that would help PWDs achieve independence and self-reliance. To address this market, improvements were done in 2009 that included elevators and seats with signages that give priority to PWDs, designated tables at Food Choices, lowered pay phones for ease and accessibility, and separate lanes at the taxi loading areas and at the Ayala Cinemas. We also renovated our PWD restrooms to comply with the requirements prescribed by the PWD Council and the Cebu City Government. 2005 2006 2007 2008 2009 Revenue grew by 19% in 2009 due to: • The Terraces’ first full year of operations • Sales growth of 25% versus 2008 • Increased carpark usage, 49% higher than 2008 Ayala Center Cebu Net Operating Income (in millions) 410 222 2005 264 2006 313 2007 337 2008 2009 Net operating income grew by 22% in 2009 due to: • Efficiency of The Terraces in terms of operating cost • Lower marketing expenses versus 2008 • Control of the common utilities expenses in the main mall • Rationalization of guard deployment 24 24 Catalyzing Change Lease Occupancy: The Terraces Lease Occupancy: Main Mall (as of December 31, 2009) (as of December 31, 2009) Under Construction 4.9% Under Negotiation 4.3% For Offer 5.4% Under Construction 1.1% Vacant Spaces 1.3% Operational 97.6% Operational 85.3 % Ayala Center Cebu - The Terraces The year 2009 marks the first full year of operations for The Terraces, the ambiance-driven dining and lifestyle component of Ayala Center Cebu The development saw the opening of several much awaited first-in-Cebu dining concepts, such as Seattle’s Best Coffee, UCC Café Terrace, Red Kimono, and Mesa. Also introduced were new and unique home-grown concepts like Canvas Bistro Bar Gallery and Tsim Sha Tsui Dimsum and Tea Bar. Coupled with the opening of popular dining and entertainment concepts like BreadTalk, Bistro Ecila, Casa Verde, Hola España, La Tegola, among others, The Terraces continues to offer a wide variety of gastronomical delights in a distinctive sun-up to sun-down experience amidst landscaped greeneries and soothing water features. The lifestyle and wellness area of The Terraces was highlighted with the greatly anticipated opening of Belo Medical and the Spa at Cebu in the first half of the year. The main mall also introduced more pampering and wellness options with the opening of David’s Salon, Bruno’s Barbers, Skin Science, Hollywood Nails, Care and Cure Hub and others. With over 50 dining, entertainment and lifestyle outlets, The Terraces has become a landmark in Cebu and a very strong anchor of the mall. Carpark usage increased by 49 percent and average daily foot traffic grew by 11 percent. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 25 25 Retail Business Active Zone As evidenced by the increasing popularity of numerous sports, hobbies and events, Cebu is gaining increasing numbers of sportsconscious habitués with a health agenda. Thus, a section of the mall was especially created to address and support the active and healthy lifestyle of these Cebuanos. The Active Zone, which had a soft opening during the last quarter of 2009, houses sports and other active lifestyle-related brands with flagship stores, such as R.O.X. (Recreational Outdoor Exchange), DC Shoes, Puma, Sanuk, Hip Street, Wellness Concepts (carrying Life Fitness and Reebok Fitness sports equipment), R Options, Skechers, Merrell, Juego by Badminton Hub, Nike Park, Speedo, Adidas, Timberland, Fila and G-Force. Blessing and soft opening of Active Zone on October 15, 2009 26 26 Catalyzing Change The Walk After its launch in 2008, retail center, The Walk is now 93 percent leased out. It now has more service offerings strengthening its position as the place to unwind and de-stress at the heart of IT hub, Asiatown I.T. Park. Lease Occupancy: The Walk The Walk is the first retail venture of CHI-subsidiary, Cebu Property (as of December 31, 2009) Ventures and Development Corporation. This retail facility combines a strong mix of affordable dining options and convenient services, making it the favorite hangout at Vacant Spaces 6.9% Under Construction 7.6% Asiatown I.T. Park. With the opening of five new outlets in 2009 including East West Café, Go Nuts Donuts, Gamecore, CD-R King, and Smile Dental Care Center, The Walk now houses a total of 20 stores. The Walk’s other tenants are Barbecue Joe, Casa Verde, East West, Eye Bar, Figaro, La Operational 85.5% Marea, McDonald’s, Mercury Drug, Mooon Café, Pier One Bar and Grill, Shakey’s, Tapa King and Galeon, Tomaneng and Torregosa Law Offices. After its first full year of operations, The Walk still retains its unique charm and popularity with a steady stream of patrons – a mix of BPO workers, executives, families, teenagers, and tourists – foreign and local alike. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 27 27 Management Systems Management Systems Cebu Holdings Inc.’s (CHI) Integrated Management Systems (IMS) framework organizes the Company’s performance metrics. Defining CHI as a company, the framework is reflected in our vision, core values and the manner of doing business. This framework aligns the Quality, Environment, Health and Safety Management Systems (QEHS MS) with the Balanced Scorecard (BSC). The broader scope is to document, monitor and evaluate sustainability practices based on the triple bottom line approach which encompasses economic, social and environment Core Competencie s Strategy Core Values Cor pora ce te Governan TRI PLE BOTT OM 28 28 Catalyzing Change RA M E RK INT E R D E T A EM ENT S YS TEM G A N F MA WO G parameters. NCE LINE PERFORMA Corporate Balanced Scorecard FINANCIAL Customer Economic Sustainability Financial Growth Effective Resource Management Internal Customer Satisfaction Rating (All departments) Returns ROE/ROA Revenue / Income Growth Margin Improvement External Customer Satisfaction Rating (All Projects and Managed Properties) Dividends Asset Growth Cost & Expense Management Total Shareholder Returns (TSR) Community Investments internal business process Market Leadership Market Acquisition and Retention Improved Stakeholder Engagement and Customer Complaints Handling learning and growth Improved Business Development Processes Transparency / Corporate Governance Best Practices Environmental Sustainability Corporate Social Sustainability Employee Productivity Competence Building Program Integrated Management System Improved Product Quality and Service Delivery Compliance with Regulatory Requirements Employee Health & Safety Program Employee Volunteer Program Community Alliances & Partnerships Employee Wellness Program Employee Satisfaction Technology Infrastructure Technological Innovations Balanced Scorecard Since first applying the strategic management tool in 2000, CHI continues to use the BSC to integrate performance drivers, based on the QEHS Management Systems. With the system in place, the BSC, being an open framework, has started to incorporate key sustainabilityrelated indicators that form part of the overall corporate objectives, targets and programs. In 2008, CHI moved towards BSC automation. The system enables employees to upload their scorecards, monitor the achievement of targets on a monthly basis and align their scorecards with other departments. Part of the future enhancement is to eventually link the system with the performance appraisal, which connects the key performance indicators in the BSC with actual results. The system was rolled out initially to the senior personnel and to select teams who carried out a test run. The corporate scorecard shows CHI’s performance in four interconnected aspects: financial, customer, internal business process and learning and growth. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 29 29 Management Systems The Value Delivery Chain Determining Customer Value Creating the Value Innovation Identification of Customer Needs Marketing and Communicating the Value Operations Delivering and Sustaining the Value After-Sales Service Market Research Project Conceptualization Construction Management Real Estate Operations Value Proposition Marketing and Sales Consultative Collaborations Quality, Time and Cost Monitoring and Retail Operations (Marketing and Sales) (Marketing and Leasing) Sales/Lease Admin/Property Management Customer Satisfaction Monitoring Delivery of Customer Needs Management Processes Audit Management Review Strategic Planning and Review Corrective / Preventive Action Control of Documents/ Records Customer Surveys/Customer Complaints Handling Corporate Processes Human Resource Processes Information Systems Processes Finance Processes Corporate Communication Processes Accreditation, Bidding and Purchasing Processes Security Processes Value Delivery Chain CHI regards the value delivery chain as the basic element of strategic management, the means by which the organization at various stages in its operations, determines, creates, communicates, delivers and sustains customer value. Efficient and effective management of the Company’s value delivery chain relies on the use of the Balanced Scorecard and QEHS MS. These systems serve as tools and standards by which each link in the value delivery chain is reviewed and optimized. The primary activities in the chain are supported by the organization’s infrastructure: its human resources, organizational structure, finance and control systems, corporate culture, technology development, audit and communication processes. Quality, Environment, Health and Safety Management Systems (QEHS MS) CHI and its subsidiary, Cebu Property Ventures and Development Corporation (CPVDC) continue to be certified to the three international standards on Quality (ISO 9001), Environment (ISO 14001), and Occupational Health and Safety (OHSAS 18001) Management Systems. In 2009, two surveillance audits were done in February and October by the Company’s external auditor, Certification International, Philippines. One internal audit was done in July of the same year by the internal QEHS auditors, to ensure that the system is deployed, maintained and continually improved, in conformity with the ISO/OHSAS standards. Also in February 2009, CHI and CPVDC successfully passed the certification audit to the new OHSAS 18001:2007 standard and prepared for the transition to the new ISO 9001:2008 standard. 30 30 Catalyzing Change QEHS POLICIES INTERRELATIONSHIP From the Company’s perspective, the Integrated Management System (IMS) policies are the guideposts on the Company’s objectives and targets for: a.Products and services - These should be of the best quality, with no negative impact on the environment, and delivered with minimal risk to people working for the Company. b.The laws and regulations relevant to the business - CHI’s aim is to go beyond mere compliance and to become the industry trailblazer in best governance practices. c. Employees - The Company ensures that they are competent to deliver the Company’s products and services of the best quality; are cognizant of the environmental impacts and occupational health and safety risks of what they are doing; and are working to prevent any negative impact and risk from occuring and recurring. d.System - The Company aims to continually improve its system through a structured approach because it recognizes that customers’ requirements are continually changing. QEHS Policies Interrelationship QUALITY ENVIRONMENT Customer satisfaction through product Environmental impacts of the delivered quality and service delivery products/services are addressed Address and comply with relevant regulatory and statutory requirements of products/services Address and comply with relevant environmental regulatory requirements of products/services Address and comply with relevant labor laws and safety regulations Employee competence to provide quality products/services Employee competence to deliver quality products or services that use less resources, and protect the environment Employee competence to mitigate hazards and risks in the operations to deliver quality products and services System improvement through regular process reviews System improvement through regular resource conservation and environmental protection HEALTH AND SAFETY Health and safety of employees when delivering the products/services are not compromised System improvement through regular risk mitigation Raising QEHS MS Awareness among Suppliers and Contractors To ensure that other interested parties (contractors, outsourced personnel and merchants) are made aware of the Company’s QEHS MS, the information is disseminated through these means: • For contractors, the Company does information dissemination through orientations and regular meetings, as reflected in the provisions of the contract. • Potential merchants are oriented on the Company’s QEHS requirements prior to the awarding of lease. This is also captured in the processes of the Retail Business Group. • The outsourced personnel are made to undergo an orientation prior to their deployment to the units. They also participate as auditees in the internal and external QEHS MS audits. As a proactive approach, the Company initiated the Contractors Development Program, with the aim of having the contractors certified to ISO/OHSAS standards so that the contractors will have the same level of understanding particularly in the areas of customer focus and socio-environmental impact. The program was started in the fourth quarter of 2008 and continued in 2009, with the partnership of six contractors and a training company. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 31 31 Corporate Governance The Company’s structure of corporate governance is contained Decision-making at the Board level adheres to an objective process in the Articles of Incorporation and By-Laws and the Manual of that does not undermine the independence and integrity of Corporate Governance approved by the Board of Directors. judgment of each individual director. The corporate governance structure of Cebu Holdings, Inc. (CHI) None of the members of the Company’s directors and is a key element in promoting competitiveness, improving management own two percent or more of the outstanding capital financial growth and ultimately enhancing investor confidence. It stock of the Company. facilitates an efficient enforcement of the Company’s sustainability Independent Directors framework. As a publicly listed company in the Philippine Stock Exchange Board Structure and Process (PSE), CHI conforms to the legal requirement to have at least two Key Role and Responsibilities independent directors or at least twenty percent of its board size, Overall stewardship of the Company rests on the Board whichever is less. CHI has three independent directors, Fr. Roderick of Directors, the highest governing authority within CHI’s C. Salazar, Jr., Enrique L. Benedicto and Hernando O. Streegan. management structure. Collectively, the Board of Directors is responsible for the success of the Company and ensures that CHI’s The Company defines an independent director as holding no obligations to its stakeholders are met. interests or relationships with the Company that may hinder his independence from the Company or management or would Composition interfere with the exercise of independent judgment in carrying The Board brings to the organization a balanced mix of business, out the responsibilities of a director. The Company complies legal, and finance competencies, with each director capable of with the rules of the Securities and Exchange Commission (SEC) adding value and rendering independent judgment in relation to with regard to the nomination and election of the independent the formulation of sound corporate policies, on issues of strategy, director. resources, standards and performance related to corporate social responsibility, environmental and economic sustainability. Chairman The Chairman of the Board is Antonino T. Aquino, who assumed the position in 2009. Francis O. Monera holds the position of Board Profile Gender Profile Age Profile 11% Female 41-50 11% Male 89% Female 11% 51 and above 89% 89% Male 32 32 Catalyzing Change president. The existing board structure provides a clear division of responsibilities at the top of the Company, between the Board and the executive responsibilities for the business. The respective roles of the chairman of the Board and the president are complementary. This ensures an appropriate balance of power, increased accountability and further provides a greater capacity of the Board for independent decision making. Board Performance Board meetings are held at least thrice a year or as often as necessary to fulfill its role. The Board has separate and independent access to the Corporate Secretary who, among other functions, oversees the adequate flow of information to the Board prior to meetings and serves as an adviser to the directors on their responsibilities and obligations. Discussions during Board meetings are open and independent views are given due consideration. The Board held four meetings, including the organizational meeting, in 2009. The record of attendance of the Company’s directors during the Board meetings is shown below. Annual Stockholders’ and Organizational Meeting Regular MeetingS Director April 03 Jaime I Ayala * Percentage AUGUsT 24 NOVEMBER 16 April 29 P P P 100.00% P 100.00% Antonino T. Aquino Francis O. Monera P P P P 100.00% Antonio S. Abacan, Jr. A P P P 75.00% Natividad N. Alejo P A A P 50.00% Enrique L. Benedicto P P P P 100.00% Fr. Roderick C. Salazar, Jr. P P A P 75.00% Hernando O. Streegan P P P P 100.00% Emilio J. Tumbocon P P P P 100.00% Jaime E. Ysmael P P P P 100.00% *Replaced by Antonino T. Aquino Legend: P – Present A – Absent In 2009, the Board of Directors conducted a self-assessment of their performance covering the year, focusing on the level of Board’s compliance with leading practices and principles on good governance, both as an individual member and as a Board’s collective governing role. The formal self-rating system takes into account factors such as independence, experience, judgment, knowledge, time commitment and teamwork, and identifies areas for improvement. Board Committees The Board has established committees to assist in exercising its authority including monitoring the performance of the business. To aid in good governance, the committees support the Board in the performance of specific functions. The committees are the Executive Committee, the Compensation Committee, Sustainability Committee, the Nomination Committee and the Audit and Risk Committee. Executive Committee. The Executive Committee acts in accordance with the authority granted by the Board or in case of absence of the Board on specific matters within the competence of the Board of Directors as prescribed in the Company’s By-Laws, except with respect to any action for which shareholders’ approval is also required such as distribution of cash dividends; filling of vacancies in the Board or in the Executive Committee; amendment or repeal of By-Laws or the adoption of new By-Laws; amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable; and the exercise of powers delegated by the Board exclusively to other committees. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 33 33 Corporate Governance Compensation Committee. The Compensation Committee of Corporate Governance of the Company and the pertinent establishes a formal and transparent procedure for fixing the rules of the Securities and Exchange Commission. Also, the remuneration packages of corporate officers and directors. It Committee is tasked to review and evaluate the qualifications of provides oversight over remuneration of senior management and all persons nominated to positions in the Company which require other key personnel. appointment by the Board. In 2009, the Compensation Committee considered and approved: In 2009, the Nomination Committee considered and approved the 1) the 2008 performance evaluation and promotion of associates, final list of nominees for directors for the year 2009-2010. managers and executives; 2) 2008 performance bonus for the associates, managers and executives; 3) the salary adjustments for Sustainability Committee. In 2009, the Company created the qualified managers and executives for the year 2009. a Sustainability Committee at the board level to establish sustainability goals and objectives and oversee the Nomination Committee. The Nomination Committee’s main implementation of the Company’s sustainability initiatives and function is to install and maintain a process to ensure that programs. The Committee is chaired by Francis O. Monera, all directors to be nominated for election at the annual who also serves as the Company’s president. He has Emilio stockholders’ meeting have all the qualifications and none of the J. Tumbocon and Hernando O. Streegan as members. The disqualifications for directors as stated in the By-Laws, the Manual Committee, in the performance of its functions, is supported by Executive Committee Board Compensation Committee Internal Audit Risk and Audit Committee President Nomination Committee Sustainability Council Sustainability Committee Finance and Control Officer Compliance Officer Management Committee Business Groups Real Estate Development Group Project / Business Development 34 34 Catalyzing Change Marketing and Sales Corporate Services Group Retail Business Group Project / Business Development Marketing and Operations Finance Human Resources and Admin Market Research Construction Management Property Management Corporate Communication and Customer Affairs Information Systems Security the Sustainability Technical Working Group (STWG) headed by the The Audit and Risk Committee had four (4) meetings in 2009. Corporate Sustainability Officer (CSO), and the three-person core During these meetings, the Audit Committee reviewed and team. The Sustainability Committee’s role is to provide assistance approved the following: 1) internal and external audit plans; to the Board of Directors in its responsibility to the Company’s 2) re-appointment of Sycip, Gorres, Velayo and Company (SGV stakeholders that relate to the Company’s growth in the areas of & Co.), as the external auditors of the Company; 3) quarterly 1) economic performance, 2) environmental stewardship and 3) unaudited financial statements; 4) consolidated audited financial corporate social responsibility. statements as prepared by the external auditors SGV & Co.; and 5) internal audit results. The Committee is tasked to review and evaluate the following: 1) initiatives and recommendations of the Company’s STWG; In 2009, the Audit and Risk Committee was also oriented on 2) existing and proposed external stakeholder partnerships; other aspects of the Company apart from internal audit, financial 3) new and innovative technologies applied in the Company’s new reporting and external audit. This is for the Committee’s further projects and managed properties; and 4) the performance of the awareness and appreciation of Company’s initiatives and CSO, the three-person core team and the STWG. programs. Audit and Risk Committee. The scope of the Audit Committee was An overview of the internal business processes of the following expanded to include Risk Management in its oversight functions. were taken up in 2009: 1) Corporate Communication and The Committee is now named the Audit & Risk Committee. Customer Affairs Division (CCCAD), 2) Retail Business Group or Ayala Malls Group (AMG), 3) Corporate Sustainability Framework, The Audit and Risk Committee’s roles and responsibilities are and 4) Marketing Department of the Real Estate Development defined in the Audit and Risk Committee Charter approved by Group (REDG). The Audit Committee will continue to be oriented the Board of Directors. The Audit and Risk Committee provides on other initiatives and programs in the succeeding years. assistance to the Board of Directors in fulfilling its oversight responsibility to the shareholders relating to: 1) the Company’s The Audit and Risk Committee’s activities are further discussed in financial statements and the financial reporting process; 2) the its Report to the Board of Directors. systems of internal controls and financial reporting controls; 3) the internal audit activity; 4) the annual independent audit Director and Senior Executive Compensation of the Company’s financial statements; 5) compliance with legal Non-executive directors, are defined as members of the Board of and regulatory matters; and 6) the adequacy of risk management. Directors who are neither officers nor consultants of the Company, Committee Members The members of each Committee are set forth in the matrix below: Executive Committee Compensation Committee Nomination Committee Antonino T. Aquino M C M Francis O. Monera M M C Natividad N. Alejo M M Emilio J. Tumbocon C Jaime E. Ysmael M Audit and Risk Committee Sustainability Committee C M Antonio S. Abacan, Jr. Fr. Roderick C. Salazar, Jr.* Enrique L. Benedicto* Hernando O. Streegan* C M M M M C - Chairman, M - Member, * - Independent Director Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 35 35 Corporate Governance receive remuneration consisting of a per diem of P20,000.00 by establishing the following mechanisms in its organization: for each Board meeting attended and P10,000.00 per Board 1) purposeful legal and organizational structures that work committee meeting actually attended. The said remuneration of effectively and efficiently in attaining the goals of the Company; non-executive directors was implemented effective April 28, 2006. 2) useful planning, control, and risk management systems that assess risks on an integrated cross-functional approach; 3) None of the directors, in their personal capacity, has been information systems that are defined and aligned with IT strategy contracted and compensated by the Company for services other and the business goals of the Company; 4) a plan of succession than those provided as a director. that formalizes the process of identifying, training and selection of successors in key positions in the Company. The Company adopts a performance-based compensation scheme for its senior executives as incentive. Performance assessment of Management is primarily accountable to the Board for the top management and associates is based on the corporate and operations of the Company. As part of its accountability, it is functional Balanced Scorecard (BSC) Management System in which also obligated to provide the Board with complete, adequate targets include, but are not limited to the financial aspects of the information on the operations and affairs of the Company in a business. Other key result areas focus on non-financial aspects timely manner. such as the Company’s customers, internal business processes, and the organization’s learning and growth that cover the Accountability and Audit requirements of the Company’s Quality, Environment, Health and The Audit and Risk Committee provides oversight to external and Safety Management Systems (QEHS MS). The QEHS Management internal auditors. The internal audit function of the Audit and Risk Systems establish the processes of implementing and monitoring Committee is governed by a separate Internal Audit Charter. programs and initiatives related to quality products and services, customer satisfaction, environmental sustainability and social Independent Public Accountants. The principal accountants and responsibility. external auditors of the Company is the accounting firm of SGV & Co. Davee M. Zuñiga is the Partner In-charge in 2009. The total compensation paid to non-executive directors as well as officers is disclosed annually in the Definitive Information The Audit and Risk Committee is empowered to independently Statement sent to shareholders, together with the Notice of review the integrity of the Company’s financial reporting and Annual General Meeting, 15 business days prior to the Annual oversees the independence of the external auditors. General Meeting. The total annual compensation includes the basic salary and other variable pay (i.e. guaranteed bonus and The Audit and Risk Committee is responsible for checking all performance-based incentive). financial reports for compliance with the internal financial management handbook and pertinent accounting standards, Management including regulatory requirements. It also recommends to the Management stands as the locus of decision-making for the day- Board and stockholders the appointment of the external auditors to-day affairs of the Corporation. It determines the Company’s and the setting of appropriate audit fees. activities by putting the Company’s targets in concrete terms and by formulating the basic strategies for achieving these targets. It Over the past two years, CHI and its subsidiaries paid or accrued also puts in place the infrastructure for the Company’s success the billed fees (see table below), to its external auditors, SGV & Audit and Audit-related fees Tax Fees Other Fees 2009 P 589k None None 2008 P 561k None P 150k 2007 P 488k None None *Other services and out-of-pocket expenses 36 36 Catalyzing Change Co., who was engaged to audit the Company’s annual financial Compliance Officer. Eleanore R. Tomaneng has been the statements. Compliance Officer of the Company since 2008. She holds the position of Finance and Control Officer with the rank of senior Internal Audit division manager. As Compliance Officer she reports directly to The Internal Audit Department provides independent and the Board. She is responsible for monitoring compliance with objective assurance and consulting services to the Company the Code of Corporate Governance and the rules and regulations with the objective of adding value and assisting the organization of regulatory agencies and, if any violations are found, reports in accomplishing its objectives through effective control, risk the matter to the Board. She recommends the imposition of management and governance processes. appropriate disciplinary action on the responsible parties and the adoption of measures to prevent a repetition of the violation. The Department reports to the Audit and Risk Committee of the Board of Directors, and likewise assists the Audit and Risk Disclosure and Transparency Committee in carrying out its duties and responsibilities as CHI is committed to high standards of disclosure and transparency provided for in the Company’s Manual of Corporate Governance. to enable the investment community to understand the true Annual audit plans, status updates and accomplishment reports financial condition of the Company and the quality of its are submitted by the department to the Audit Committee for corporate governance. review and approval. Ownership Structure. The Company has a transparent ownership Regular audits of business and corporate service groups are structure. It annually discloses the top 20 holders of the common conducted in accordance with the approved audit plan. Special equity securities of the Company. In addition, disclosure of the audits are undertaken when necessary. The QEHS MS internal security ownership of certain record and beneficial owners owning audits are conducted every 12 months and in accordance with the more than five percent as well as of directors and management is QEHS MS annual audit program. The Department also heads a made annually. This information is also contained in the Definitive cross-functional team of QEHS MS auditors. Information Statement sent to shareholders. Risk-Based Audit Approach. The Internal Audit Department Content and Timing of Disclosures. CHI updates the investing executed its audit activities for 2009 in accordance with the public with strategic, operational and financial information risk-based audit approach in conformity with the International through adequate and timely disclosures filed with the SEC Standards for the Professional Practice of Internal Auditing (ISPPIA) and PSE. and, at the same time, complies with the Securities and Exchange Commission’s Code of Corporate Governance (SEC Memorandum In addition to compliance with periodic reportorial requirements, Circular No. 6: Series of 2009). the Company punctually discloses major and market-sensitive information such as dividend declarations, joint ventures and Quality Assurance Improvement Program (QAIP). In compliance with acquisitions, sale and disposition of significant assets, as well ISPPIA and the ongoing commitment to growth and improvement, the as other material information that may affect the investment Internal Audit Department implemented a five-year Quality Assurance decision of the investing public. In 2009, unstructured disclosures Improvement Program (QAIP) beginning 2009. were filed involving matters such as the declaration of P0.07 cash dividend to common shareholders. As scheduled, the department conducted assessments involving internal evaluations of the internal audit activity, coupled with Consolidated audited financial statements for the latest financial periodic self-assessment and/or reviews. year are submitted to the SEC on April 15, as required. The audited annual report is submitted at least 15 working days before the The Department also addressed the recommendations of the Annual General Meeting. In 2009 the audited Annual Report as external Quality Assessment Review (QAR) conducted in 2008, contained in the Definitive Information Statement was submitted including best practices and areas for improvement. to the SEC and the PSE on March 18, 2009, more than three weeks before the April 29, 2009 Annual General Meeting. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 37 37 Corporate Governance Top shareholders of the common equity securities of the Company Name, address of Record Title of Class Owner Name of Beneficial Owner Common Ayala Land, Inc. 31/F Tower One Bldg. Ayala Ave., Makati City Ayala Land, Inc. 907,350,833 Common BPI Capital Corp. 8/F BPI Bldg., 6768 Ayala Avenue, Makati City BPI Capital Corp. 295,499,857 Common PCD Nominee Corp. (Non-Filipino) G/F MSE Bldg. Ayala Ave., Makati City Hongkong and Shanghai Banking Corporation (HSBC) 254,979,125 Common PCD Nominee Corp. (Filipino) G/F MSE Bldg. Ayala Ave., Makati City Hongkong and Shanghai Banking Corporation (HSBC) 187,947,701 Common First Metro Investment Corp. 2/F Wellington Bldg. Plaza Lowrenzo Ruiz Binondo, Manila First Metro Investment Corp. 186,695,363 Interim (i.e., quarterly financial statements) are released between The following are disclosed in the Note on Business Segments: 30 and 45 days from the end of the financial period. The results • total revenue are disclosed to the SEC and PSE within 24 hours from the time • operating profit the Board meets to accept the results. The results are also sent to • net income financial and stock market analysts via the internet immediately • segment assets upon confirmation by the SEC of its receipt of disclosure, and • investments in associates and jointly controlled entities made available on the Company’s corporate web site. • segment liabilities • depreciation and amortization Financial Reporting. The Company’s financial statements comply with the Philippine Accounting Standards and the Philippine Transactions entered into with associates and other related parties Financial Reporting Standards which are in compliance with in their conduct of business are on an arms-length basis. Sales International Accounting Standards. and purchases of goods and services to and from related parties are made at normal market prices. Related party transactions The annual consolidated financial statements provide a are discussed and quantified in the Notes to the Consolidated breakdown of total assets, total liabilities and equity, revenues, Financial Statements. costs and expenses, income before income tax, net income attributable to equity holders of CHI and minority interests and Information on the Company’s financial instruments is earnings per share. accompanied by a presentation of the Company’s risk management objectives and policies to allow for a better A more extensive, transparent disclosure of segment results assessment of financial performance and cash flows. Significant such as assets, liabilities and revenues is provided to enable accounting judgments and estimates are also disclosed. shareholders to appreciate various businesses and their impact on overall value enhancement. Dealings in Securities CHI continues to adopt a uniform policy on securities transactions to reinforce and formalize existing government regulations against insider trading. 38 38 Catalyzing Change Reporting of Transactions. CHI is compliant with the requirement The Company, through its Finance Division reporting of the PSE for directors and principal officers to report any directly to the President, addresses the various information acquisition, disposal or change in their shareholdings of the requirements of the investing public and communicates with Company to the SEC and to report changes in ownership of minority shareholders through timely and full disclosures Company shares within five trading days. to the PSE, Annual General Meetings, one-on-one meetings, conference calls, investor visits and tours, web site and emails The Company expanded coverage of this reporting requirement or telephone calls. to include members of the management committee. All other officers are required to submit a quarterly report on their trades of The Company has updated the Investor Relations section of its Company shares to the Office of the Compliance Officer. website to include the organization structure, performance, ownership and governance of the Company. The section is Trading Blackouts. The Company continues to adopt a policy updated promptly when and as disclosures to the regulatory on insider trading. Under this policy, directors, officers and agencies are made. Proceedings of analysts’ briefings by way of employees who are considered to have knowledge of material presentations are immediately made available on the web. facts or changes in the affairs of CHI which have not been disclosed to the public, including any information likely to affect Shareholder Meeting and Voting Procedures the market price of the securities of the Company are prohibited Stockholders are informed at least 15 business days in advance from buying or selling the Company’s securities during trading of the scheduled date of the general meetings. Notice of blackout periods. The policy covers the Company’s shares of regular or special meetings contain, in addition to the date, stock, options to purchase stocks, bonds, and other evidence of the hour and place of the meeting, and a statement of the indebtedness. matters to be transacted at the meeting. The notice to stockholders also set the date, time and place of the validation All members of the Board of Directors, all key officers, of proxies which is prescribed to be no less than five business consultants and advisers and all other employees of the days prior to the annual stockholders’ meeting. Company who are made aware of undisclosed material information, including members of the immediate families of Each common share of stock entitles the person in whose key officers are covered in this policy. name it is registered in the books of the Corporation to one vote, provided the conditions as regards payment have been During the year, notices of trading blackouts for structured complied with. disclosures were issued for a period covering ten (10) trading days before and three (3) trading days after the disclosure of Employee Relations quarterly and annual financial results. Compliance with these CHI is committed to promoting the safety and welfare of its trading blackout periods is strictly enforced. There have been no employees. It believes in inspiring its employees, developing cases of violation of the Company’s policy on insider trading. their talents, and recognizing their needs as business partners. Strong and open lines of communication are maintained to Stakeholder Relations relay the Company’s concern for their welfare and safety, and CHI seeks to adhere to a high level of moral conduct and fair deepen their understanding of the Company’s value creating dealings with all its stakeholders. The Company believes this proposition. These are all articulated in the Company’s is the basis and foundation for building long-term, mutually- strategic management system, the Balanced Scorecard beneficial relationships. specifically under the Learning and Growth perspective and also in the Health and Safety Management System certified to Shareholder and Investor Relations OHSAS 18001: 2007 standard. The Company believes that open and transparent communications are requisite for sustained growth and building investor confidence. Our investor communications program seeks to promote greater understanding of the Company’s longterm value creation proposition. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 39 39 Corporate Governance Code of Ethical Behavior The Code of Ethical Behavior outlines the general expectations and CORPORATE OFFICERS the rights, safety, and benefit of the total employee force. Chairman of the Board President Treasurer Corporate Secretary Assistant Corporate Secretary Finance and Control Officer and Compliance Officer Head, Retail Business Group Head, Real Estate Development Group Head, Marketing and Sales Company employees are required to annually disclose any Board Committees and memberships set standards for employee behavior and ethical conduct. It covers all CHI employees, its subsidiaries and affiliate. The Company and its employees commit to adhere to the Company’s core values in conducting personal and business affairs. The Code of Ethical Behavior is intended to be read in conjunction with the Company’s Human Resources Manual of Personnel Policies which includes the Code of Conduct governing acceptable office conduct for the orderly operation of the Company as well as for the protection of business and family-related transactions to the Company by accomplishing the conflict of interest disclosure statement submitted to the Human Resources and Admin Department that monitors compliance of this policy. Certifications CHI and its subsidiary, CPVDC continue to be certified to the three international standards on Quality (ISO 9001), Environment (ISO 14001) and Occupational Health and Safety (OHSAS 18001) Management Systems. To ensure that the system is deployed, Antonino T. Aquino Francis O. Monera Natividad N. Alejo Sheila Marie U. Tan Renan R. Osero Eleanore R. Tomaneng Ma. Clavel G. Tongco Jose Maria D. Lopez Lawrence John I. Visco Executive Committee Chairman : Members : Emilio J. Tumbocon Antonino T. Aquino Francis O. Monera Natividad N. Alejo Jaime E. Ysmael Audit and Risk Committee Chairman: Members: Fr. Roderick C. Salazar, Jr., SVD Enrique L. Benedicto Hernando O. Streegan Sustainability Committee Chairman: Members: Francis O. Monera Emilio J. Tumbocon Hernando O. Streegan Compensation Committee Chairman: Members: Antonino T. Aquino Francis O. Monera Natividad N. Alejo Nomination Committee Chairman: Members: Francis O. Monera Antonino T. Aquino Enrique L. Benedicto maintained and continually improved in conformity with the ISO and OHSAS standards, regular internal and external audits are conducted. In 2009, an internal audit was conducted in July by the internal QEHS auditors and two surveillance audits were done in February and October by the company’s external certifying body, Certification International Philippines, Inc. CHI and CPVDC are prepared for the transition to the new ISO 9001: 2008 standard to be fully implemented in mid-2010. Anti-Money Laundering. CHI is committed to comply with the Anti-Money Laundering law. The Company ensures strict compliance to its provisions by instituting internal control procedures. Since the enactment of the law, the Company has been compliant with all the rules, regulations and directives issued by the Bangko Sentral ng Pilipinas and the national government’s Anti-Money Laundering Council (AMLC), and has not faced any anti-money laundering issues. Website Additional information on the Company’s Corporate Governance initiatives may be viewed at www.cebuholdings.com. 40 40 Catalyzing Change 7. Cebu Property Ventures and Development Corporation 2008 Annual Report-Most Improved Annual Report (highest in scorecard jump in the past three years) awarded on November 10, 2009 (Management Association of the Philippines) Awards and Recognition 1. 2009 E3 Award (Excellence in Economy and Ecology) (Large Enterprise Category) for Cebu Holdings, Inc. – Environmental Management System awarded on October 21, 2009 (Philippine Chamber of Commerce and Industry) 2. Gold Award for Ayala Center Cebu’s Think Pink 2009 ICSC Asia Shopping Center Awards given on October 15, 2009 Suntec City, Singapore (International Council of Shopping Centers) 3. 2009 Philippine Quill Award of Merit (Communication Management Division, Category 13 – Special Events) for The Terraces: An Urban Escape Made for Extraordinary Celebrations (International Association of Business Communicators) 8. Cebu Property Ventures and Development Corporation, 2008 Annual Report - Third Runner Up, awarded on November 10, 2009 (Management Association of the Philippines) 9. Cebu Property Ventures and Development Corporation Gold Awardee, Corporate Governance Scorecard for Publicly-listed companies awarded on May 27, 2009 2008 (Institute of Corporate Directors, Philippine Stock Exchange and Ateneo de Manila Law School) 10. Cebu Holdings, Inc. Silver Awardee 2008 Corporate Governance Scorecard for Publicly-listed companies awarded on May 27, 2009 (Institute of Corporate Directors, Philippine Stock Exchange and Ateneo de Manila Law School) 4. Cebu City Council Commendation: Ayala Center Cebu’s Greenology Campaign (for public awareness on socioenvironmental sustainability) 5. Cebu Holdings, Inc. 2008 Integrated Annual and Sustainability Report - Best in Corporate Governance Disclosure (For NonFinancial Institution Category) awarded on November 10, 2009 (Management Association of the Philippines) 6. Cebu Holdings, Inc. 2008 Integrated Annual and Sustainability Report - Second Runner Up awarded on November 10, 2009 (Management Association of the Philippines) 11. Anvil Award (Merit) for Cebu Holdings, Inc. 2008 Integrated Annual and Sustainability Report (45th Anvil Awards Competition, Public Relations Society of the Philippines) 12. Anvil Award (Merit) for Ayala Center Cebu’s Think Pink (45th Anvil Awards Competition, Public Relations Society of the Philippines) Membership in Associations Cebu Holdings, Inc. is a member of the following organizations: Ayala Business Club Cebu, Inc. Ayala Heights Nature Park Foundation, Inc. Cebu Business Park and Neighboring Barangays Altruistic Alliance, Inc. Cebu Business Park Association of Building Administrators, Inc. Cebu Chamber of Commerce and Industry Cebu Educational Foundation for Information Technology Cebu Uniting for Sustainable Water Francis Monera (center), CHI president, receiving the award from (L-R) BusinessWorld VP and COO Anthony Cuaycong, MAP 2009 president Joey Bermudez, SEC chair Fe Barin and PSE president and CEO Francis Ed Lim. Central Visayas Information Sharing Network Cebu Holdings Inc. (CHI) was awarded Best in Corporate Chamber of Real Estate and Builders’ Governance Disclosure (for non-financial institutions) in the Associations, Inc. Best Annual Report Awards of the Management Association Geoplan Cebu Foundation, Inc. of the Philippines (MAP). International Council of Shopping Centers Kapunungan sa Nagkahugpong nga Kanait In the same awards, held at the Intercontinental Hotel on nga mga Barangay ug ang Ayala, Inc. November 10, 2009, CHI also placed third in the ranking of Management Association of the Philippines the nominated finalists. Philippine Quality and Productivity Movement - Visayas CHI subsidiary, Cebu Property Ventures and Development Philippine Retailers Association Corp. placed fourth in the top five best annual reports, Pollution Control Association of the Philippines, Inc. and bagged a special award for the most-improved annual Protected Area Management Board report, as the company with the highest jump in the score- Technical Infrastructure Committee card ratings compared to the previous year’s results. of Metro Cebu Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 41 41 Enterprise Risk Management Enterprise-Wide Risk Management (ERM) Amidst the rapidly changing external environment–unstable economy and climate change issues, Cebu Holdings, Inc. (CHI) aims to put in place robust risk management capabilities to protect and enhance stakeholders’ value. Hence, the Enterprise-wide Risk Management (ERM) initiative was launched in March 2009 to elevate the current risk management of the Company from operational to the strategic level. The Framework An ERM framework was developed to achieve a systematic approach to risk management in CHI. The framework embodies the policy, scope, process methodology, and organizational structure. The scope of the ERM encompasses the processes in the value delivery chain and isk lR IONS : Fina nce - Audit - HR - I i ee ty uri Sec D ee C CA mi SD - C Chief Risk O M /ER ffic e r C om A ud it e TREATMENT Fin an c Co mp lia Internal l Business Proce a n r ss Inte K RIS UE AL na o REV IE W ITORING AND M ON Customer Needs a on of Mark n fic et R ese arc h Y ER V O TI NC us tom e rN ee LIV DE of C e : Id AIN CH tio a r e Op roperty Manageme n min / P t Deli ver y Lear ning and Growth k Com m d se A Lea BUSINESS STRATEGY MEASUREME NT CEBU HOLDINGS, INC. Ris PO RT FUN CT ent es / Sal rs and Ini a v ive es r D RISK SU P s Financial RISK FU : Str ate Customer K RIS Catalyzing Change isk k Ris TE ORA ia l Ma na gem 42 42 eR nc on Pro jec tC IDENTIFICAT I ON RISK c an Fin P COR NS isk Co men mm t R i eal ee Est ate & Re ta il a er DIN GS , on Construc on Manag e Op liza ua pt e nc ment elop Dev d an ds OV HT SIG ER Board of Directors - Audit and R N: CTIO N U F gic CEBU HOL - WIDE RIS K MAN E S I AGE PR R E ME T N N .E T INC support processes starting from the identification of customer needs to the delivery of these needs. Risk Management Process Risk Identification The first step is the identification of risks that affect the achievement of corporate objectives. Risk Measurement Next is the evaluation of the likelihood and impact of the risk. The identified risks are classified into four categories, namely: strategic, operational, financial and compliance risks. These are recorded in a risk register. Risk Treatment Control measures are identified and evaluated whether the controls are effective, efficient and operational. If residual risks are present, control improvements are implemented. Risk Monitoring and Review Monthly Performance Reviews (MPR) are conducted on the status of action items and control improvements. Periodic reviews and updates of the risks, prioritization, controls and ratings are scheduled as needed. Roles and Functions The members of the ERM Committee Risk Assessment Workshop The Board of Directors, through the Audit come from the Real Estate Development In March 2009, the Company conducted and Risk Committee, oversees the enterprise- Group (REDG), Retail Business Group a two-day risk assessment workshop wide risk management of CHI. In 2009, (RBG), Property Management Division participated in by the management team the scope of the Audit Committee’s role (PMD), Construction Management Division to come up with a registry of risks for review was expanded to include risk management (CMD), and the Corporate Services Group of Management Committee and for the oversight; thus, the renaming to Audit and (CSG), covering Human Resources and approval of the Audit and Risk Committee at Risk Committee. Administration, Information Systems, the board level Corporate Communication and Customer The stewardship and accountability for Affairs (CCCAD), Finance and Audit. risk management is vested upon the Structure The ERM organizational structure was Management Committee. They ensure the Part of the corporate risk function is lodged created in 2009 to highlight the oversight effective implementation of the ERM system under Finance and Internal Audit. The function of the Board of Directors and the and that risk management is raised to a Finance group manages the exposures or corporate risk functions of Finance, Audit strategic level. They are also responsible risks related to the physical and financial ERM and Management committees. for the identification and management assets in the balance sheet that are vital of critical risks and the allocation of the to the liquidity of the Company. The Company’s resources. role of Internal Audit is to provide an independent and objective assurance that To lead the ERM initiatives of the Company, the risk management and internal control the ERM Committee was created. This cross- frameworks are operating effectively. This is functional committee is headed by the Chief done through periodic assessment either for Risk Officer (CRO) who reports functionally the Company as a whole or for the individual to the Audit and Risk Committee, and audit engagements. administratively to the President and Management Committee. The fundamental role and responsibility of the ERM Committee is to monitor the risk management policies and processes to ensure the continued flow of relevant risk information and its integration with the achievement of Board of Directors Audit and Risk Committee President/ Management Committee Chief Risk Officer/ ERM Committee Real Estate Development Group Retail Business Group Property Management Division Corporate Services Group corporate goals and objectives. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 43 43 Board of Directors Antonino T. Aquino Chairman of the Board Antonino T. Aquino, 62, has served as Chairman and director of Cebu Holdings Inc. since April 2009. He is director and president of Ayala Land, Inc., chairman of Alveo Land Corp., Avida Land Corp., , Cebu Property Ventures & Development Corp., Makati Development Corp., Ayala Property Management Corp., North Triangle Depot Commercial Corp., Station Square East Commercial Corp. and Hero Foundation, president and director of Fort Bonifacio Development Corp., Bonifacio Arts Foundation, Alabang Commercial Corp., Accendo Commercial Corp., Aurora Properties, Inc., Ceci Realty, Inc. and Vesta Property Holdings, Inc., director of Manila Water Company, Ayala Hotels, Inc. and Ayala Foundation, Inc. Awarded as Management Man of the Year for 2009 by the Management Association of the Philippines. He graduated with a Bachelor of Science Major in Management degree from the Ateneo de Manila University in 1968 and has completed academic units for the Masteral Degree in Business Management at the Ateneo Graduate School of Business in 1975. 44 44 Catalyzing Change Francis O. Monera President and Director Francis O. Monera, 55, Filipino, has served as director and president of Cebu Holdings Inc. since April 2006. He was the chief operating officer of Cebu Holdings, Inc. before he was elected president of the Company effective January 1, 2007. He is also the president of Cebu Property Ventures and Development Corporation. He also holds the position of vice president of Ayala Land, Inc. Before joining ALI, he was the senior AVP and corporate controller of Philippine National Construction Corporation. He served as president of the Cebu Chamber of Commerce and Industry from February 2006 to 2008. He is currently the regional governor of Philippine Chamber of Commerce and Industry for Central Visayas. He graduated Magna Cum Laude with a Bachelor of Science in Commerce degree. He finished his MBA studies at the Ateneo de Manila Graduate School of Business and attended an executive development program at the Harvard University Graduate School of Business. Emilio J. Tumbocon Director Jaime E. Ysmael Director Emilio J. Tumbocon, 53, Filipino, has served as director of Cebu Holdings Inc. since April 2008. He is a senior vice president and a member of the management committee of Ayala Land Inc. He heads Visayas-Mindanao SBU Group and concurrently technical services director of Superblock Projects of ALI. His other significant positions include: director of Ayala Property Management Corporation, Laguna Technopark, Inc., Cebu Property Ventures and Development Corporation, Makati Development Corporation, Accendo Commercial Corporation and Anvaya Cove Beach and Nature Club, Inc. He is also a certified Project Management Professional (PMP) of the Project Management Institute and past president of the Philippine Constructors Association, Inc. (PCA). He graduated from the University of the Philippines with a degree of Bachelor of Science in Civil Engineering (C.E. ‘79) and graduated in Masters in Business Administration (MBA ‘85) from the same university. He also took the Construction Executive Program (CEPS ‘87) at Stanford University, Palo Alto, California, U.S.A., the Senior Business Executive Program (SBEP ‘91) at the University of Asia and the Pacific, and The Executive Program (TEP ‘97) at Darden Graduate School of Business Administration, University of Virginia, Charlottesville, Virginia, U.S.A. Jaime E. Ysmael, 49, Filipino, has served as director of Cebu Holdings Inc. since April 2008. He is senior vice president, chief finance officer and member of the management committee of ALI. Concurrently, he is a managing director of Ayala Corporation. His other significant positions include: director and president of CMPI Holdings, Inc.,CMPI Land, Inc. and One Legaspi Park Residential Commercial Corp.; director and vice-president of Ayala Westgrove Heights Homeowner’s Association, Inc.; director and treasurer Ayala Land International Sales, Inc., Ayala Land Sales, Inc., Alveo Land Corp., Laguna Technopark, Inc., Makati Property Ventures, Inc.,Serendra, Inc., Alinet.Com, Amorsedia Development Corp., Crans Montana Property Holdings Corp., Gisborne Property, Inc., Hillford Property Corporation, HLC Development Corporation and Tower One Condominum Corp.; director, treasurer, CFO & chairman of the Finance Committee of Anvaya Cove Beach & Nature Club, Inc.; director, treasurer and CFO of Glensworth Development, Inc.; director, treasurer and member of the executive committee of Ayala Hotels, Inc., Enjay Hotels, Inc.; director of Alabang Commercial Corp., Asterion Technopod, Inc., Avida Land Corp., Ayala Greenfield Development Corporation, Brightnote Asset Corporation, Cebu Insular Hotel Company, Inc., Crestview E-Office Corporation, First Longfield Investments Ltd., Gammon Philippines, Inc., Green Horizons Holdings, Ltd., Laguna Phenix Structures Corporation, Makati Theaters, Inc., MG Construction Holdings, Ltd., North Triangle Depot Commercial Corp., Regent Time International, Ltd., Station Square East Commercial Corp., Summerfield E-Office, Inc., and Summerhill E-Office Corporation; and chief finance officer of Roxas Land Corp. He is currently president, of the Asian Public Real Estate Association; and trustee of the Serendra Condominium Corporation. He graduated Summa Cum Laude from the University of the East with a degree of Bachelor of Science in Business Administration, Major in Accounting. He holds an M.B.A. degree (Major in Finance) at The Wharton School and an M.A. degree in International Studies at the School of Arts and Sciences of the University of Pennsylvania under the Joseph H. Lauder Institute of Management and International Studies. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 45 45 Board of Directors Fr. Roderick C. Salazar, Jr. Director Antonio S. Abacan, Jr. Director Fr. Roderick C. Salazar Jr., SVD, 63, Filipino, has served as an independent director of Cebu Holdings Inc. since 2005. He is currently the presidential assistant for planning and development, university chaplain and chairman of the Department of Religious Education of the University of San Carlos. His other significant positions include: regional director of CEAP Region VII; regional secretary for Asia of the Office Internationale de Enseignment Catholique (OIEC); chairman of the board of trustees of St. Jude Catholic School in Manila, St. Scholastica’s Academy in Talisay City, Cebu, Liceo del Verbo Divino in Tacloban City and CHED Technical Working Group on Autonomy and Deregulation; trustee of St. Paul University in Tuguegarao, St. Paul University in Dumaguete City, Center for Educational Measurement (CEM), Cebu State College of Science and Technology, People’s Television Network (PTV4, now National Broadcasting Network) and Presidential Task Force on Education. He was the past president of the University of San Carlos, Catholic Educational Association of the Philippines (CEAP) and Coordinating Council of Private Educational Associations (COCOPEA); chairman of the board of trustees of Holy Name University in Tagbilaran City; vice president for Asia of the Office Internationale de Enseignment Catholique (OIEC) and member of the Private Education Assistance Council (PEAC). He was ordained priest on June 21, 1974. He finished his Master of Arts in Philosophy at Divine Word Seminary, Tagaytay City in 1975 and Master of Arts in Mass Communication from the University of Leicester in 1983. He had his doctoral studies in mass communication at the University of Leicester, England from October 1983 to October 1987. Antonio S. Abacan, Jr., 67, Filipino, has served as director of Cebu Holdings, Inc. since November 1993. Concurrently, he is the chairman of Metropolitan Bank & Trust Company and vice chairman of the Metrobank Group of Companies. He chairs other companies within the Metrobank Group such as First Metro Investment Corporation (FMIC), Toyota Financial Services (Phils), Inc. (TFS), Sumisho Motor Finance, Federal Homes (FHI), Circa 2000 Homes, Inc., Baywatch Realty Corp. and Baywatch Project Management Corporation. He also holds other significant positions such as president of GT Capital Holdings, Inc. Honorary Chairman of MBTC Technology, Inc., vice chairman and honorary vice chairman for Global Business Holdings, Inc. and First Metro Travelex, Inc., respectively. He sits at the Board of Global Business Power Corporation, Cebu Energy Development Corporation, Panay Energy Development Corporation and Manila GT Medical Center. He is likewise a director of Bankers Association of the Philippines, director and vice president for Banking and Finance of the Philippine Chamber of Commerce and Industry, director corporate secretary and treasurer of the LGU Guarantee Corporation and a member of the Board of Governors of Makati Commercial Estate Association (MACEA). He is also in the Advisory Boards of Metrobank Foundation, Inc. Philippine AXA Life Insurance Corporation, Toyota Cubao, Inc. and Toyota Manila Bay Corp. He obtained his Bachelor of Science degree in Business Administration major in Banking and Finance from Mapua Institute of Technology and also took up Accounting at Far Eastern University. He is a graduate of the Executive Program of the Stanford University Graduate School of Business. He was awarded The Outstanding Filipino Award (TOFIL) for Banking by the Philippine Jaycee Senate in 2008. Mr. Abacan was also the recipient of the 2006 CEO Excel award given the International Association of Business Communicators (IABC) and 2007 Outstanding Alumnus Award of the Far Eastern University. Shiela Marie U. Tan, Corporate Secretary Renan R. Osero, Assistant Corporate Secretary 46 46 Catalyzing Change Natividad N. Alejo Treasurer and Director Enrique L. Benedicto Director Hernando O. Streegan Director Natividad N. Alejo, 53, Filipino, has served as director of Cebu Holdings Inc. since 2003 and is currently the head of Consumer Banking Group of Bank of the Philippine Islands (BPI). She has also served as the president and director of BPI Capital Corporation and BPI Securities Corporation from 2001 to 2006. She also holds the following positions: director of BPI Family Savings Bank, Inc., Pilipinas Savings Bank, Beacon Property Ventures, Inc., BPI Bancasssurance, Santiago Land Development Corp., Cebu Property Ventures and Development Corp., FEB Speed International Inc., Shemberg Biotech, BPI-Philam Life Assurance Corp. (a subsidiary of Philamlife and an affiliate of BPI, formerly known as Ayala Life Assurance, Inc.), and a private sector representative of Leyte Normal University. She graduated AB Economics (Summa Cum Laude) from the Divine Word University, Tacloban City in 1976. She took MA Economics at University of the Philippines in 1978 and completed the Advanced Management Program at Harvard Business School in Fall 2005. Enrique L. Benedicto, 68, Filipino, has served as an independent director of Cebu Holdings, Inc. since 2003. He is currently the honorary consul of Belgium. His other regular directorships include: chairman of Mabuhay Filcement, Inc., Enrison Land, Inc., Enrison Holdings, Inc., Berbenwood Industries, Inc., Benedict Ventures, Inc., Cebu Grand Industries, Inc. and Grand Steel, Inc. and vice chairman of Bernardo Benedicto Foundation, Inc. He received the following awards: ‘Officer in the Order of Leopold II’ by his Majesty Baudowin King of the Belgians; Most Outstanding Cebuano Citizen per Cebu City Council Resolution dated February 18, 1991 and presented during the 54th Cebu City’s Charter Day celebration on the same year, Great Cebuano Award conferred by the Province of Cebu, Sugbuanong Kumintaristang Nagpakabana (SUKNA), Kapisanan Ng Mga Brodkaster Ng Pilipinas (KBP) and Mandaue Chamber of Commerce and Industry, Inc; ‘Most Outstanding Alumnus’ award given by the University of San Jose-Recoletos, Agustinian Recollection Awards 4th Centennial 1989 Alumni Awards. He has been a member of the Board of Trustees of Cebu Investment Promotions Center for 12 consecutive years. He graduated with a degree of Bachelor of Science in Commerce at the University of San Jose-Recoletos in 1964. Hernando O. Streegan, 75, Filipino, has served as an independent director of Cebu Holdings Inc. since 2006. He is chief executive officer of Rhine Marketing Corporation. His other significant positions include: regular director of Charmaine Corp., Cebu City Youth Center, Inc. and PBSP Visayas Executive Committee, chairman of the Cebu Council-Boy Scouts of the Phils. and Ten Most Outstanding High School Students of Cebu; member and former president of the Cebu Chamber of Commerce & Industry; the Philippines Foundation, Inc. and the Kiwanis Club of Cebu. In 2007, he received the Bronze Tamaraw Award and was chosen as one of the Outstanding Council Chairman of the Boy Scouts of the Philippines. He completed Management Development Program at the Asian Institute of Management and Strategic Business Economics Program at the University of Asia and the Pacific. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 47 47 Management Team Real Estate Development Group Rizalito S. Casinillo Head - Construction Management Athena G. Catedral Marketing Manager Laurence John I. Visco Head - Marketing and Sales Jose Maria D. Lopez Head - Real Estate Development Group Lydwena R. Eco Project Development Manager Raul S. Mananquil Sales & Sales Admin Manager Celeste Bernardine K. Dy Operations Manager Dominador M. Rey Security Manager Retail Business Group Emma G. Mawe Finance Manager 48 48 Clavel G. Tongco Head - RetailBusiness Group Catalyzing Change Jovita R. Polloso Commercial Center Division Head Wilfredo W. Gonzales Project Director Construction Management Property Management Group Clement Gerald A. del Rosario Manager - Property Management Elson R. Homez Head - Technical Support and Real Estate Development Group Property Management Levi L. Lopez Manager - Technical Support Ernesto T. Alfante, Jr. Manager - Property Management Rudy I. Reuyan Head - Retail Business Group Property Management Eleanore R. Tomaneng Finance and Control Officer Noel F. Alicaya Control and Analysis Manager Corporate Services Group Vera R. Alejandria Corporate Communication and Customer Affairs Manager Judyline L. Boholst Accounting Manager Suzette T. Go Information Systems Manager Ma. Cecilia T. Urbina Human Resources and Admin Manager Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 49 49 Our Sustainability Management Sustainability Policy As a leading real estate company in Cebu, we commit to integrate sustainable development practices into our strategy and business operations. We strive to develop sustainable communities and manage our environmental footprint as we optimize value and secure financial growth for our shareholders. To achieve this, we focus on: • Adhering to the best practices of corporate governance, transparency and accountability; • Integrating our management systems to serve as our tool for strategic execution of our goals towards sustainability; • Improving the quality of our stakeholder engagement and partnerships, providing better mechanisms for open communication ; • Inculcating sustainability in the leadership and corporate culture so that responsibility resides at every level of the organization along the value delivery chain; • Raising awareness among our suppliers, contractors and outsourced personnel on our sustainability practices. 50 50 Catalyzing Change Challenges and Opportunities Message from the Corporate Sustainability Officer The year 2009 saw the Company achieve tremendous strides in its competency-building sessions aligned with continual improvements sustainability initiatives. Yet we did not stop there. of its internal business processes. To provide a better focus on the Company’s sustainability thrust, Communication Cebu Holdings Inc. (CHI) formalized the creation of the Sustainability At the corporate level, sustainability objectives, targets and initiatives Technical Working Group (STWG) and elevated it to the board level. are reflected in the corporate BSC. Each department or division head of the Company champions sustainability at the functional A three-person Sustainability Core Group, with the Corporate level, and cascades these objectives to his or her team. Each Sustainability Officer (CSO), was created. It reports to the member of the team translates applicable objectives into his or her Sustainability Council, which is the CHI Management Committee. The own BSC. Internal communication is also done through multi-media Sustainability Core Group steers the STWG in the planning, execution, materials generated by the Corporate Communication & Customer communication and reporting of the Company’s sustainability Affairs Division (CCCAD) and are made available to all employees. objectives, targets and programs. Reporting Competency Requirements Sustainability reporting is done via the STWG. The reporting process The STWG underwent a series of workshops not only to tackle includes data submission, data verification, consolidation, writing, the complexities of sustainability reporting process but also to design conceptualization, review, GRI compliance check, production understand global sustainability and how it applies to CHI’s areas and registration. of operations. CHI’s use of the Balanced Scorecard (BSC) and its recertification to the ISO/OHSAS standards on Quality, Environment, The release of the sustainability report is timed during the annual Health and Safety Management Systems make the execution of the stockholders’ meeting, as in the previous years. reporting process easier because the measurement and monitoring systems are in place. The STWG continues with its sustainability Board (Sustainability Committee) Sustainability Structure Integrated in Business Functions President Sustainability Council (Management Committee) Corporate Sustainability Officer Sustainability Technical Working Group Communication/Information Systems (CCCAD/ISD) Economic Social Environment REDG and RBG Marketing & Operations Energy and Carbon Management (PMD/PCO) Employee Welfare (HRD & Admin) Finance Water and Wastewater Management (PMD/PCO) Health and Safety (H&S Committee) CCCAD-CSR/ComRel Biodiversity Management (PMD/CCCAD-CSR) Product Responsibility (RBG Operations and Marketing/REDG M&S/PDG/CMD/PMD) Community Investment (CSR/RBG & REDG M&S) Solid Waste Management (PMD/CCCAD-CSR) Community Involvement (CCCAD-CSR) Environmental Compliance (PDG/CMD/PMD/PCO/all areas) Employee Volunteerism (CCCAD-CSR/HR) Materials Use/Efficiency (CMD/PDG) REDG - Real Estate Development Group RBG - Retail Business Group PMD - Property Management Division H&S - Health and Safety PCO - Pollution Control Officers HRD - Human Resources Department M&S - Marketing and Sales CCCAD - Corporate Communication and Customer Affairs Division CMD - Construction Management Division CSR - Corporate Social Responsibility/ ComRel - Community Relations PDG - Project Development Group Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 51 51 Message from the Sustainability Officer Challenges and Opportunities Companies in the real estate sector face enormous challenges and complexities as they strive to operate responsibly and be more attuned and responsive to the needs of stakeholders: customers, partners, the community and the greater environment. Among the challenges confronting the sector are land use and land use changes, materials and usage, energy, water, waste and climate change, and the social impact of operations. Challenge 1: Land Use and Land Use Change Everything starts with a piece of land. Once land is zoned for a specific use, it is nearly impossible to revert it to its original character. Therefore, the challenge is to optimize the value of the land while ensuring that its specific character is protected and sustained, that it will not be an eyesore to the community, and that its future activities will not contribute to the degradation of the environment. communities as a result of increased economic activity; c. the environmental footprint is managed well by the provision of generous green spaces for landscaped areas and wastewater treatment facilities, as well as the management of solid waste. Challenge 2: Materials and Usage For a real estate company, the challenge is to specify or use materials that are aesthetically pleasing, cost-competitive, and blend well with the environment. On a similar note, the materials may have to be locally produced and easy to maintain. Opportunity: CHI and its contractors to implement the principles and practices on sustainable construction, which aims to: • use locally available materials • generate less waste • recycle (whenever possible) • provide job opportunities to the local population • protect workers from work-related hazards Opportunity: CHI to be the trendsetter on masterplanned and integrated communities, where: a. the people can live, work and play within the community; b. the Company or its locators can provide livelihood opportunities to the nearby This practice will in turn, make the Company’s contractors more cost-efficient and cost-competitive, and give indirect benefits to the local economy through value creation. Challenge 3: Energy, Water, Waste and Climate Change Human activities are identified as the cause of the increase in greenhouse gas emission, which has an effect on the climate and the survival of the planet. Buildings particularly, are more energyintensive (per square meter of land area), compared to other developments since they provide more occupied spaces. In addition, buildings also consume more water and generate more solid and liquid wastes. Opportunity: CHI to be more efficient in properly managing consumption and waste throughout the value delivery chain (from planning to construction and operations). Wastewater quality than target 5-day BOD (mg/li) = 15-35 ppm 10.4% = 900,459 kwh = avoided 173 metric tons of CO2 Lower than target (9%) Projects excluding The Terraces/ Ayala Center Cebu consumption Variable Speed Drives High-efficiency chillers (not factored in the budget) Net Income P 302 M Revenues P 1.29 B Assets: 5.67 B Carbon Emissions · from direct energy 503 metric tons of CO2 68 kgs of methane (CH4) 4.1 kgs of Nitrous Oxide (NOx) · from indirect energy 1,745 tons of CO2 · 70.3 tons from businessrelated travel Tree inventory 89 Tree species (from 71 in 2008) S/H Equity: 4.18 B GAE lower vs 2008 and budget Bird inventory 38 species (from 27 in 2008) SUSTAINABILITY Community investment P16.5 m 2009 Sustainability Key Result Areas Solid waste Recyclables: · 2007 - 138 tons · 2008 - 259.3 tons · 2009 - 421 tons Residuals: · 2007 - 1,979.25 tons · 2008 - 975.18 tons · 2009 - 1,242 tons Community alliance programs Scholarship of 17 OSY Entrepreneurship Community coop income of P 400k from waste recycling Employee Welfare CHI Plus wellness 52 52 Catalyzing Change Customer Average External Customer Employee Volunteer Program Ave 8.55 out of 10 Voluntee count: 60% of headcount Complaints Handling 724 kgs (3 mos) rate 63% Managing consumption means: • managing operating expenses, which will have an impact on the financial bottom line; • making scarce resources (e.g. energy and water) available to other stakeholders in the community; • managing carbon emission from operations. Opportunity: CHI to link with the communities beyond the fence lines for mutual gain. The community can provide their resources: human resources. The Company in turn ties up with locators to provide livelihood opportunities, thereby sharing resources for the betterment of the quality of life in the community. Managing waste means: • managing its impact on the environment; • engaging the community to profit from the solid waste and provide livelihood opportunities to the community. Some years back, CHI started this journey with the establishment of the Cebu Business Park and Neighboring Barangays Altruistic Alliance, Inc. (CBP-NBAAI), composed of six neighboring barangays. The alliance focuses on the local areas of interest: entrepreneurship, environment, education and employment. Challenge 4: Social Impact of Operations The Company’s operations not only interact with the physical environment but also with the social environment. CHI shares the same location with the people in the immediate community. Hence, the image of the immediate community will have an impact on the Company’s development, and indirectly, on the local economy through property value appreciation and the business opportunities generated by operations. The alliance resulted in providing employment and livelihood opportunities to the community while helping manage the solid waste of the properties. This also becomes a model of public-private partnership to achieve a common goal. These opportunities arising from the challenges will enable the Company to be at the forefront of businesses that use not just financial bottom line as the yardstick of good performance, but also consider the positive impacts on the economic, social and environmental spheres as measures of success. Elson R. Homez Corporate Sustainability Officer CHI Gets Invited to the GRI Working Group in London Cebu Holdings, Inc. (CHI) represented the Philippines in the Global Reporting Initiative (GRI) Construction and Real Estate Sector Supplement Working Group (CRESS WG) held in London in October 2009, the first of a series of six face-to-face meetings spread within a two-year period until the supplement is released in 2011. The CRESS WG is composed of ten industry representatives (CHI included) from different parts of the world and another 10 from the non-government sector. Only two countries in Asia are represented in the working group: Philippines and India. Most of the members came from first world countries. Discussions revolved around varying subjects that are relevant to the construction and real estate sector. For the built environment, the group recognized that buildings contribute significantly to CO2 emission yet are also one of the most feasible areas to implement CO2 emission reduction since the control and monitoring of these areas are achievable. The issue on energy, efficiency and subcontracting are some of the issues cutting across countries and regions from first to third world. From interactions in the CRESS WG, developed and developing countries have found a common ground in the issues and challenges they face. Developing countries can learn from the controls and the benchmarks that developed countries have implemented. The GRI has taken note of CHI’s Integrated Annual and Sustainability Reports for the past two years. After a careful selection of the lineup of members to compose the CRESS Working Group, the GRI selected CHI to represent the initiatives taken by a developing country. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 53 53 Our Stakeholders Business Partners Banks and Other Employees Insurers/Insurance Brokers Property Buyers/Lessees Brokers and Property Specialists Shareholders Local Government Units Financial Analysts Securities and Exchange Commission/ Philippine Stock Exchange CEBU HOLDINGS, INC. Regulatory Bodies Mall Merchants Mall Merchants’ Employees Third-party Organizers/Exhibitors Shoppers Allied Industries Suppliers Service Contractors Manpower Agencies Event and Talent Agencies Media Overseas Filipino Professionals Tourists Stakeholder Engagement For more than 20 years, Cebu Holdings, Inc. (CHI) has always CHI’s stakeholder engagement process has become part of its placed a great emphasis on the value of partnership and has management system through the value delivery chain – from continued to work with its stakeholders to understand their identification of stakeholders’ needs to the delivery of these needs. perspectives and incorporate them into the strategic decisionmaking processes. CHI recognizes that its stakeholders have the ability to influence the success of the business at various levels. Therefore, improving After CHI documented its stakeholder engagement process in the quality of the Company’s stakeholder engagement process 2007, and progressed towards identifying the gaps in 2008, the is important to achieve this goal while it helps sustain the Company, in 2009, revisited the list of key issues of mutual interest relationships the Company has built. and the steps taken to address these issues. 54 54 Catalyzing Change Why we engage How We Engage Issues on Which We Engage Employees Employees are the Company’s most important resource. Employee engagement enables a link between employee roles and the Company’s business goals, mission and strategies. Through these engagements, a high level of productivity is achieved due to employee satisfaction. - townhall meetings - climate survey - employee volunteer program - internal publication - internal customer survey - adequate compensation and benefits - wellness and work-life balance - health and safety - benefits-upgrade, merit increases, other privileges - wellness program: CHI PLUS - competency development program: trainings and seminars - health and safety programs, adoption of international health and safety standards (OHSAS) Shareholders CHI seeks to protect the interests of the shareholders by striving to increase shareholder value. - sale of shares of stocks - shareholder inquiries and updates - updating of Company performance through annual stockholders’ meeting - annual report - share price - share valuation - dividends - investor relations - updates of Company performance through annual stockholders’ meeting - declaration of dividends Institutional investors CHI seeks to continue its position as an excellent investment vehicle to the institutional investors. - investor briefings - sale of shares of stocks, updating of Company performance through annual stockholders’ meeting, annual report & other correspondences - share price - share valuation - dividends - investor relations - updates of Company performance through annual stockholders’ meeting - dividends Analysts CHI recognizes the value of analysts who are key sources of information to existing and probable investors. - analyst briefings - Company performance - negative reviews & feedback - clarifying of issues through analyst briefings and meetings Business partners CHI sees business partnerships as a strategic move for landbanking which is critical to the business. - JV partnership - JV terms and conditions - adherence to JV terms and conditions Securities and Exchange Commission / Philippine Stock Exchange CHI complies with regulatory requirements as a publiclylisted company to assure shareholders of good corporate governance. - submission of reports, disclosures and other requirements - involvement in SEC/ICD programs and initiatives - transparency and adequacy of disclosures - timeliness of report submission - completeness of disclosures - practice transparency and full disclosure - prompt submission of requirements - review of reports prior to submission Banks and other financial institutions Banks provide for the Company’s depository and funding needs. loans, deposits and other banking transactions - rates - funding needs - type of securities - adherence to loan covenants - careful selection of creditors Insurers/Insurance brokers They provide insurance coverage of physical and operational assets. insurance coverage for company properties and employees’ healthcare - premium/rates - cover terms & conditions - insurance companies to undertake - insurance premium within benchmark - ensure more responsive covers which protect the Company from identified risks Property buyers and lessees For CHI, customer is first and this is translated in several programs to delight the customer. - sale and lease of lots and other real estate products (office condos, residential condos, residential subdivisions) - price - location, security and safety - buyers’ satisfaction - product quality - compliance to contract provisions - integrated marketing and sales initiatives that meet the Company’s markets where they are with products and projects that address their needs and evolving lifestyle - providing value to their real estate investments - after sales service - customer satisfaction surveys, complaints handling STAKEHOLDERS Our Response Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 55 55 Our Stakeholders STAKEHOLDERS 56 56 Why we engage How We Engage Issues on Which We Engage Our Response Brokers and Property Specialists CHI sees them as partners in offering the Company’s products to the market. - sales meetings - project orientations - annual sales rally - brand orientation - price - location - product quality - compliance to contract provisions - offering discounts, promos and various payment terms - customer satisfaction surveys, complaints handling Homeowners and business park association/condominium corporations They are the owners and tenants of the Company’s developments. CHI provides them with continued services while they occupy the property they bought from the Company. - property management services - conduct of regular membership meetings - property valuation - restrictions - property management services - improved external customer satisfaction survey instrument - improved property management services Mall merchants They provide products/services which cater to shoppers’ needs. - leasing of spaces - merchant satisfaction - lease contract rates and provisions - advertising and promotional activities - quality and reliability of building maintenance - security and safety - merchant relations - merchants survey - marketing events - regular maintenance and improvement programs Merchants’ employees They provide services to mall shoppers. - seminars, trainings, clarificatory meetings, fellowships - availability of facilities for merchants’ employees - health & safety - provision of facilities for employees - health and safety programs and seminars Third party organizers/ exhibitors CHI provides a venue for other companies or groups to promote their products while providing increased offerings for shoppers, and leading to higher traffic and revenue generation. - advertising - contract signing - pre and post event meetings - space availability and prioritization - feedback on exhibitors’ requests - security - conformity to mall standards - exhibit guidelines - define product /service differentiation and duration of exhibit - discuss guidelines, restrictions and security requirements Shoppers CHI finds ways to identify the shoppers’ needs and address these to generate mall traffic and increase revenues. - mall experience - shoppers’ satisfaction - product and service quality - facilities - security and safety - surveys - continuous upgrade and maintenance of facilities - intensified market research - enhancements and provision of better services Contractors, suppliers and service providers They provide products / services for the Company to implement projects, programs and initiatives. - accreditation, bidding - payment - promptness of payments - alignment and conformity to QEHS standards - establishment of and compliance to Process Cycle Time (PCT) standards - programs to educate and orient contractors and suppliers on QEHS best practices & benefits Local Government Units/ national government agencies/regulatory bodies CHI values its relationship with government agencies. This allows the Company to practice corporate citizenship to establish good community relations, implement projects for public use, provide venue for information dissemination and for compliance with all applicable regulatory requirements. - payment of taxes - business permits and licenses - co-sponsored events - compliance with regulatory requirements - timeliness in payments and submission of requirements - provision of good infrastructure for public use - traffic management - solid waste management - prompt payment of taxes and submission of reports - regular reviews of compliance with regulatory requirements - provision and maintenance of good road networks - partnership with LGU or the local communities for SWM programs Catalyzing Change STAKEHOLDERS Why we engage How We Engage Issues on Which We Engage Our Response Local communities CHI’s relationship with the local communities allows the Company to achieve its goal to be the neighbor of choice, adding value to the communities where the Company operates. - implementation of development programs on education, employment, environment, peace & order & livelihood - community’s acceptance of the Company and its projects - readiness and competency of the community folks to establish partnerships and implement programs - creation and strengthening of the alliance - implementation of programs aligned to the needs of the community Media They are vehicles of communication through which CHI promotes its brand, image and reputation. - press conferences - media fellowships - publicity - paid advertisements - access to and availability of the source of information - regular fellowships - regular updates on new developments Allied industries (e.g. tourism, retailers association) They are vehicles to promote tourism and retail industries which have direct significant impact to the business. - cross-branding - cross-promotion activities - tie-ups - more innovative marketing /promotional events - intensified market research - strengthened partnerships Business organizations CHI’s partnerships with these groups promote the general well-being of the communities it serves. The Company shares socio-political advocacies for the benefit of the community. - membership and active involvement in these organizations - attendance to conferences and conventions - support to programs and initiatives - intensified support to programs - use of mall space - strengthened partnerships Overseas Filipino Professionals / Tourists This is the Company’s important market segment to which it can likewise promote tourism and investments in Cebu and in the Visayas region. - balikbayan program - mall privileges - online marketing innovations - tactical promotions - Turista program - sponsorship of events for this market - need for more information - continued Balik Cebu program - strengthened multi-sectoral partnerships to cater to needs of this segment - enhanced Turista program Socio-civic/ charitable organizations They are project beneficiaries where the Company can create linkages and tap their assistance and expertise for better service to the community. - meetings - volunteer participation - provision of venue for activities - beneficiary selection - space availability - assessment of project beneficiaries - discuss project mechanics/ guidelines Educational institutions They respond to the training needs of employees, outsourced personnel, merchants’ employees and fence line communities. - consultation,agreements / contracts - training costs - participants and beneficiaries - needs assessment - guidelines-setting - participation and involvement in selection or pre-screening process Non-Government Organizations (NGO) They provide technical expertise and networking capabilities. - partnerships - meetings - agreements and provision of venue for activities - space/ venue availability - resource limitations - discussion with NGO partners - find more sources of funding for projects Utility companies (power, water and telecommunications) They provide utilities for locators, lot and unit owners and tenants. - contract agreements - regular communication - installation schedules - utility costs - increased frequency of coordination / communication Service contractors for janitorial, security, maintenance and other manpower requirements They are CHI’s partners in the delivery of services to the locators, owners, office building tenants, mall merchants, exhibitors and shoppers. - contractor accreditation - performance management - service contract cost - performance - regular monitoring / performance evaluation Event and talent agencies They have the expertise in the execution of creative concepts for events and promotions. - accreditation - booking - coordination - availability/ schedule of performers - contract costs - venue - proper coordination - aligning schedules - space considerations in planning events and performances Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 57 57 Environmental Performance Disclosure on Management Approach The mission and vision of the Company specifically mentions two phrases: “Responsibility to the Community” and “Enhancement of the Quality of Life”. These are two values that communicate the Company’s commitment to its environment, which are also reinforced by the Sustainability Policy and the Climate Change Policy of the Company. These core values are also reinforced by the Environment and Health and Safety Policy of the Company, which is the basis of the Company’s goals on environmental performance, specifically on the following areas: • Mitigating land, air and water pollution by addressing the significant environmental impact of the Company’s operations; Complying with relevant environmental and occupational health and safety laws and regulations; Continuously reviewing operational processes for resource conservation, waste reduction and the mitigation of occupational hazards and risks; and, Continuously improving efficiencies through new, safe and innovative technologies and processes. • • • The Company aims to sustain improving environmental performance through the efficient use of natural resources, reducing input materials and waste, and contributing to the conservation of biodiversity by measuring and reviewing the effectiveness of the Company’s Quality, Environment and Health and Safety Management Systems (QEHS MS), in conformity with the requirements of ISO 9001: 2008, ISO14001:2004, and OHSAS 18001:2007. With the interlinked management systems in place, namely the Balanced Scorecard (BSC), the Integrated Management System (IMS) or the QEHS MS and the Sustainability Framework, the Company develops a sustainable development strategy to manage key challenges and identify opportunities, including specific strategies to manage material environmental issues such as energy efficiency and emissions, water and wastewater management, resource conservation, sustainable technologies and the environmental impact of the Company’s products and services. Organization Formed in 2005, the Company’s Pollution Control Officers’ Team (PCO Team) is composed of the property administrators and technical supervisors and assistants of the Property Management Division (PMD), which handle these focused areas. The QEHS Management Representative (MR) ensures that the PCO Team is always guided and aligned with the overall environmental goals of the Company. These personnel are also accredited Pollution Control Officers by the Department of Environment and Natural Resources (DENR). A complementary structure is the Sustainability Technical Working Group (STWG), with which the PCO Team is responsible for implementing, monitoring and reporting the environmental initiatives and programs under the sustainability framework. To further strengthen the functional link between the QEHS MS and the STWG, the Corporate Sustainability Officer (CSO), who is the former QEHS Management Representative, is also appointed as the QEHS Technical Consultant. Climate Change Policy We believe that climate change is the greatest threat to mankind and business sustainability, and its effect is global, local, and personal. We recognize our important role in mitigating climate change through our business practices. As a response we will: • • • 58 58 Become more energy-efficient in our operations; Begin to account and reduce the carbon footprint in our operations and our products and services through our own efforts and by influencing our contractors; and Continue to ensure the health and viability of our controlled protected areas, which serve as carbon sinks. Catalyzing Change Pollution Control Officers Structure POLLUTION CONTROL OFFICERS STRUCTURE Sustainability Technical Working Group Corporate Sustainability Officer, QEHS* Technical Consultant Environment Management PCO Team Leader Mall / Retail Cebu Business Park Buildings Asiatown I.T. Park Ayala Center Cebu City Sports Club Cebu Amara eOffice Amara The Walk Park Tower 1 and 2 Garden Ridge Village eBloc Asiatown I.T. Park Phase 2 eBloc Retail Cebu Holdings Center & Ayala Life-FGU Center (Office Buildings) * QEHS - Quality, Environment, Health and Safety Environmental and Occupational Health and Safety Impact and Risk Assessment and Objective Setting To identify priority areas, the PCO Team, together with the Health and Safety Committee and the representatives of all departments, underwent an Environmental and Occupational Health and Safety Impact and Risk Assessment for all areas and processes. This exercise is done in a structured manner and at least once a year; if there are changes in operations or if there are incidents that need to be analyzed, in conformity with the requirements of ISO 14001:2004 and OHSAS 18001:2007 standards. Environmental, Health and Safety Policy In providing real estate products and services, we commit to sustainable development and the safety and health of our employees by: • • • • • Mitigating land, air and water pollution by addressing the significant environmental impacts of our operations; Mitigating the occupational risks by addressing the significant hazards in the workplace and operations; Complying with relevant environmental and occupational health and safety laws and regulations; Continuously reviewing our operational processes for resource conservation, waste reduction and the mitigation of occupational hazards and risks; and, Continually improving efficiencies through new, safe and innovative technologies and processes. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 59 59 Environmental Performance b. Storm Risk Assessment for Amara As of December 2009, there is no impact/risk areas are also becoming prime areas, that is rated above 27, so all are considered with high-rise buildings built at their As the property is at the Liloan shoreline, not significant. To strengthen it further, we peripheries. This adds to the burden on storm surges were considered during have subjected the impacts/risks rated above the surface runoff, waste and vehicular the design stage. That is why a generous 15 to further filter the applicable hierarchy traffic, as the density of the area buffer is allowed from the government of controls (e.g. elimination, substitution, increases. shoreline easement to the property line and ultimately, to the lot’s buildable area. controls, etc). The risk for CBP and the Asiatown I.T. c. Power Shortfall Even though the EHS Impact/Risk is Park is that as the city drainage is not considered as not significant, the Company upgraded, the excess surface runoff goes Starting the second quarter of 2009, a still implements objectives and targets to to the CBP and I.T. Park streets, whose power shortfall was already felt by the ensure that these are managed. drainage systems are not designed to community. To avert debilitating power convey additional runoff from the city interruption, the electric utility company Financial Implication Due to Climate Change Climate Change-Related Risk Assessment streets. In abnormal events, such as initiated the “Interruptible Load Program Typhoon Ondoy in 2009, there is a big (ILP),” with which big power consumers probability that some areas or buildings, that have backup generating units are As a result of Typhoon Ondoy (international especially in the low-lying areas may be disconnected from the grid during peak name Ketsana), which flooded a greater part flooded. This will bring a host of other hours. of Metro Manila in 2009, and the power problems, such as water supply, health crisis that the whole Visayas area has been and sanitation, and business interruption The risk is that the CO2 emission to the experiencing since 2009, the Company with the possible loss of income. environment due to operating the diesel generating units is higher than the CO2 started its assessment of climate changerelated risks in the following areas: In response to this, the Property emission from the grid. Management Division (PMD) initiated a. Flood Risk Assessment for the Cebu talks with a water expert to conduct a Business Park (CBP) and the Asiatown I.T. study for the properties mentioned. In Park the interim, all managed properties CBP and Asiatown I.T. Park are the are preparing contingency measures to convergence areas for business in Cebu. mitigate the impact of flood on their Because of their location, the surrounding properties. Start Identify EHS aspect and impact for each activity, area or process Each department or operating unit identifies the EHS aspect and impact for each activity, area or process as to its inputs, outputs, emissions and discharges. Combine similar EHS aspect and impact and screen for significance EHS impact is assessed as to its effect to internal and external environment and how significant it is by using the risk assessment criteria. For impacts with assessment greater than 27, management plans are prepared to address these significant aspects and impacts. Check if EHS aspect or impact is covered by relevant environmental or occupational health and safety laws If covered by laws, regulatory requirements and reports are considered. Prepare EHS Management Plan (Control and/or Improvement Plan) EHS management plans are prepared to address EHS impacts and risks. Set EHS objectives, targets and progams Implement programs and monitor performance against targets Review EHS aspect or impact at least once a year and revise objectives, targets and programs as needed End 60 60 A Simplified Diagram on Environmental and Occupational Health and Safety Impact and Risk Assessment Catalyzing Change These are formulated and communicated to the internal organization and reflected in the corporate Balanced Scorecard (BSC) as part of the commitment for the year. Monitoring of actual achievements against targets and reporting are done through monthly performance and management reviews. Effectiveness of the process is reviewed. If new aspects and impacts are present, another set of objectives, targets and programs is formulated. For 2009, the environmental objectives and targets of the Company, as approved by the Management Committee, are as follows: EHS IMPACT/RISK Land and water contamination due to disposal of solid waste SUSTAINABILITY ALIGNMENT (GRI) Solid waste OBJECTIVES Continue to implement Solid Waste Management (SWM) program 2009 TARGETS Improve SWM initiatives Implement SWM program to tie up with the barangays 2009 RESULTS Recycled 29 percent, not including the composted organic waste (from 21 percent in 2008) Barangay Luz – recipient of the Galing-Pook award (showcasing the privatepublic partnership) BUSINESS BENEFITS Offered alternative livelihood program for the unemployed Eliminated the cost of hauling and dumping of waste Land and water contamination due to disposal of hazardous and special waste Solid waste Compliance with RA 6969 and DAO 29 (Hazardous Waste Management) Monitor and control waste identified as hazardous, example: fluorescent lamps, generator set oil Compliant with RA 6969 – monitored and controlled hazardous wastes Avoidance of penalties due to improper disposal; improved environmental performance Water contamination due to discharge of wastewater Wastewater (Effluents) Compliance with DAO 35, Class C (Receiving Body of Water) Monitor quality of wastewater from buildings Wastewater quality after treatment: BOD = 15 to 31 mg/li, below the limit of 50 mg/li Avoidance of penalties due to improper treatment; improved environmental performance Avoidance of penalties due to improper disposal; improved environmental performance Treat wastewater to below Class C (BOD<50 mg/li) Land and water contamination due to oil spill Effluents and emissions Compliance with RA 6969 and DAO 29 Zero incidence of oil spill, accidental or intentional Zero incidence Depletion of Resources due to use of water Water Water Management Maintain water use to 2008 level Higher by 55 percent due Identified areas for to non-inclusion of Ayala improvement Center Cebu’s The Terraces in the water consumption target Depletion of resources due to use of energy Energy and emissions Energy management Maintain electrical energy use to 2008 level Lower than target by 10.6 percent Better cost management, lower operating expenses Air pollution due to smoke emission Greenhouse gas (GHG) emission Compliance with Clean Air Act Generator set emission in conformity with the provisions of the Clean Air Act Within set limits Avoidance of penalties due to improper disposal; improved environmental performance Ozone depletion due to use of CFC Greenhouse gas (GHG) emission Compliance with Montreal Protocol No purchase of CFCs by end of 2010 Identified equipment using CFCs Improved environmental performance Compliance with Bureau of Working Conditions (BWC) and Occupational Health and Safety Standards No lost time due to accidents (LTA) No LTA Employee well-being Injury and Illness due to Employee health work-related hazards and safety Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 61 61 Environmental Performance The following table details the system to ensure that these environmental objectives, targets and programs are deployed, monitored and reported. PERSONS RESPONSIBLE OBJECTIVE ROLE / FUNCTION Documentation QEHS Procedure Set Quality, Environment, Health and Safety (QEHS) objectives and targets Management Committee and management team members Objective-setting for the year Corporate QEHS and individual Balanced Scorecards (BSC) Strategic Planning and Review Ensure that objectives and targets are continually monitored, measured and analyzed All operating units Monitoring and analysis of results, semiannual reporting for management review Departmental monthly performance reviews and management review reports Management Review Ensure that the Company is compliant with all applicable environmental regulations Pollution Control Officers (PCOs) and Property Management Division (PMD) Monitoring on compliance with environmental requirements Submission of notarized SelfMonitoring Report (SMR) and a copy of the transmittal letter to DENR-EMB (with received stamp) Identification, listing, dissemination, monitoring and updating of EHS Regulations Ensure that contractors, outsourced personnel and merchants are made aware of the Company’s QEHS Management Systems All operating units, PCOs and Management Representative Conduct of orientations, trainings and workshops on QEHS Management Systems procedures Development of in-house training materials for orientation and trainings, launch Contractors’ Development Program Identification of Environment, Health and Safety Aspects, matrix of outsourced processes and controls Results and Achievements Climate Change-Related Indicators: Energy and Emissions I. Energy Consumption a) Direct Energy Consumption The Company and its managed properties consumed 184,934.75 liters of diesel in 2009. Direct Energy Consumption (in liters of diesel) 2008 2009 Park Tower 1 62 62 Park Tower 2 ALAI-FGU Cebu Holdings Garden Ridge Center Village Center Catalyzing Change eOffice City Sports Club Cebu Amara 28,885 18,834 120 1,333 34 908 180 646 384 827 782 855 835 881 265 2,263 3,400 8,104 169,130 2007 Ayala Center Cebu The increase in diesel fuel in 2009 is due to the power shortfall that the Visayas grid experienced. Ayala Center Cebu participated in the Interruptible Load Agreement with VECO. The Interruptible Load Agreement is the agreement between VECO and properties with selfgenerating power to be taken off the grid during peak hours. The generating sets of all properties supply electricity for a certain period so that the utility distribution is offloaded. b) Indirect Energy Consumption (Purchased Electricity) Indirect Energy Consumption Park Tower 2 ALAI-FGU Center Cebu Holdings Center Asiatown I.T. Park 6,047,527 109,600 395,379 293,090 Cebu Business Park 132,709 134,226 130,469 361,598 310,335 339,221 502,283 510,507 485,870 158,908 157,569 155,202 179,203 184,529 180,281 Park Tower 1 7,321,007 2009 7,626,653 2008 1,352,700 2007 eOffice City Sports Club Cebu Almost all properties achieved their targets except for the Cebu Business Park. This is because of the energization of other streetlights and the temporary tapping of the construction bunkhouse. Ayala Center Cebu Lower energy consumption (10 percent lower), partly due to the interruptible load agreement (at least 20 hours per month) and the energy efficiency initiatives implemented. c) Indirect Energy Saved and CO2 Avoided The Company and its managed properties saved a total of 900,459 kwhr in 2009, 10.4 percent lower than the target for the year. This resulted in eliminating 172.81 tons of CO2 emissions, and brought in a total of P5.85 million (at P6.50 per kWhr) in savings for the Company and its managed properties. 2009 Energy Saved (kWhrs) Energy Saved (All CHI-Managed Properties) CO2 Emission Avoided (metric tons) 5,852,983 Amount Saved (Php) 172.81 155 816,805 900,459 4,900,830 Energy Saved (kwh) 2008 Ayala Center Cebu 708,991.24 OTHERS: 191,467.68 Cebu Business Park 102,451.84 Asiatown I.T. Park 6,910 eOffice 15,200 Park Tower 1 5,719 Park Tower 2 3,198 ALAI-FGU Center 46,689.84 Cebu Holdings Center11,299 2009 Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 63 63 Environmental Performance II. Emissions One of the largest sources of CO2 emission from the Company’s operations is the emission from indirect energy consumption: the purchased electrical energy from the power utility company, VECO, amounting to 1,486 tons of CO2. Power Generation Mix c) Indirect Energy Fortunately, the Visayas grid’s power generation mix is heavily Total emission from indirect energy is 1,486 tons, with the Ayala dependent on renewable geothermal energy. These are details Center Cebu having the largest emission at 1,161 tons. from the Department of Energy (DOE) data for 2008: Generation Mix (in percent) Visayas Mindanao Ayala Center Cebu 1,160.63 Natural Gas Geothermal Oil Based Coal Ayala Center Cebu 457.86 Cebu Business Park 65.10 Asiatown IT Park 56.25 eOffice 21.03 City Sports Club Park 259.61 Park Tower 1 34.60 Park Tower 2 29.79 ALAI-FGU Center 293.25 Cebu Holdings Center 25.04 Wind 0.02 12.22 0.46 0.14 18.81 8.62 19.25 16.00 4.36 8.44 9.96 30.55 44.29 55.22 71.67 Luzon Emissions from Indirect Energy Carbon Dioxide (CO2) Hydro Emissions from Direct Energy Carbon Dioxide (CO2) Solar Data Source on Generation Mix: Department of Energy, 2008 As compared with other island grids (Luzon and Mindanao), the carbon dioxide emission (in grams of CO2 per kwhr) for the Visayas grid is lower by 25 percent, when compared to Mindanao, and lower by 110 percent, when compared to Luzon. eOffice 21.94 Garden Ridge Village 0.09 City Sports Club Cebu 3.61 Park Tower 1 0.81 Park Tower 2 21.97 ALAI-FGU Center 7.21 Cebu Holdings Center 9.21 Ayala Center Cebu 457.86 Carbon emission from the following sources: a) Direct Energy Emissions from Direct Energy Methane (CH4) In 2009, the total CO2 emission from direct energy (generating sets) is 503.35 metric tons. This is about 22 percent of the total CO2 emission from the Company’s direct and indirect energy sources. Of the total CO2 emission from direct energy source, Ayala Center Cebu accounts for 91 percent, at 458 metric tons. This is understandable since Ayala Center Cebu backup generating eOffice 2.96 Garden Ridge Village 0.01 City Sports Club Cebu 0.49 Park Tower 1 0.11 Park Tower 2 0.27 ALAI-FGU Center 0.97 Cebu Holdings Center 1.24 Ayala Center Cebu 61.82 sets (with a total generating capacity of 11.2 MW) are sized to accommodate all the load requirements of the mall. Emissions from Direct Energy Nitrous Oxide (NOx) b) Non- CO2 Emissions Total methane emission from direct energy is 67.96 kgs, while nitrous oxide emission from direct energy is 4.08 kgs. Converting this to its equivalent value in CO2, the methane emission (at 21 GWP) is 1.43 tons, and for nitrous oxide (at 310 GWP), 1.26 tons. 64 64 Catalyzing Change Ayala Center Cebu 3.71 Garden Ridge Village 0.00 eOffice 0.18 City Sports Club Cebu 0.03 Park Tower 1 0.01 Park Tower 2 0.02 ALAI-FGU Center 0.06 Cebu Holdings Center 0.07 d) CO2 Emissions from Business Travel - Distance Traveled Approach Mode of Transportation Air Description Distance Traveled Unit CO2 emission factor kg/unit kg/unit CO2 emissions in kg CO2 emissions in metric tons Short Flight 0 km 0.15 kg/km 0 0.00 Medium Flight 574,599 km 0.12 kg/km 68,607 68.61 Long Flight 15,698 km 0.11 kg/km 1,727 1.73 CO2 emissions: 70.3 metric tons e) Ozone-depleting Substances (Refrigerants) the CBP drainage line should be lower than what is prescribed by There is no ozone-depleting substance emitted by the Company. the DENR-Environmental Management Bureau (EMB) for class C The refrigerant used in the new chillers is R134a. The Company is water quality (50 mg/liter). also preparing for the phase-out of the CFCs by the end of 2010 by scouting for retrofill refrigerants. The figure below shows the five-day Biochemical Oxygen Demand (BOD5) of the treated wastewater that is discharged to the Water and Wastewater Management Water Consumption nearest receiving body of water. The figures are the average on a quarterly basis. The Metro Cebu Water District (MCWD) supplies water to the Wastewater Quality 5-Day BOD (mg/li) Company and its managed properties. In 2009, a total of 378,863 cubic meters was supplied by MCWD. 1st Quarter 3rd Quarter 2nd Quarter 35 4th Quarter Ayala Center Cebu and the Cebu Business Park (CBP) posted 29 increases in their consumption and did not hit their target 27 23 reduction of three percent. 20 23 18 17 18 17 11.5 For Ayala Center Cebu, the consumption for the newly opened 6.5 area, The Terraces, was not included in their target plans, thereby increasing its consumption by 60 percent as against target. 2007 For CBP, a building contractor requested to tap water from the commissioned to get and analyze the Company’s water quality gained from this transaction, its water consumption reflected in samples monthly. The results are documented in the Self- the water meter increased by as much as 200 percent. Monitoring Report submitted on a quarterly basis to the DENREMB. Additionally, water is treated through chlorination to kill Wastewater Quality the microorganisms prior to discharge. A part of the treated As part of its environmental performance measures, the Company Cebu Holdings Center Cebu Business Park 875 2,039 1,715 1,460 1,031 ALAI-FGU Center 342,706 12,013 2009 293,753 2008 5,824 6,098 5,326 9,936 11,848 (in liters) 2007 1,289 1,596 5,520 4,248 5,246 10,636 Water Consumption 590,785 wastewater is also recycled for the park’s irrigation purposes. sees to it that the treated wastewater quality prior to discharge to Park Tower 2 2009 A third party laboratory accredited by the DENR-EMB is CBP office. While the Cebu Business Park Association, Inc. (CBPAI) Park Tower 1 2008 eOffice City Sports Club Cebu Ayala Center Cebu Water consumption is lower than the 2008 level but higher than target in 2009. This is due to the non-inclusion of The Terraces in Ayala Center Cebu’s water consumption target. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 65 65 Environmental Performance Solid Waste Management Hazardous Waste Management In 2009, total residuals increased because of the continued The Company identified two hazardous wastes, based on the buildup at Cebu Business Park (CBP). Data include construction list of regulated and identified hazardous wastes issued by the waste disposed of by the building contractors. This construction regulatory agency, DENR: fluorescent lamps (mercury content) waste, however, is not hazardous or banned since this is composed and used oil (from the generating sets). These wastes are stored in primarily of excess concrete hollow blocks, broken concrete, and a separate area for transport and disposal. The Company hires a gypsum boards that cannot be used. DENR-accredited transporter and waste treatment specialist for the transport and disposal of these wastes. This is also in compliance 1,038,460 573,800 with the provisions and implementing guidelines of the Republic Act (RA) 6069, or the Hazardous and Nuclear Wastes Act. Recyclable Ayala Center Cebu Recyclable CBP 204,404 234,909 Residual Ayala Center Cebu 186,059 401,983 259,308 184,315 Solid Waste Generation (in kg) Residual CBP Number and Volume of Significant Spills As embodied in the Company’s QEHS manual, there is a procedure to prevent or control the damage caused by oil and diesel spills. Spill containment chambers or spill dikes are built around day tanks. When a diesel-generating set engine changes oil, a spill container is positioned below the drain, with a used oil container. 2008 2009 This containment facility prevents oil and diesel spills. The solid waste management system of the CBP and Ayala Center As a result, the Company and its managed properties have not Cebu is implemented in partnership with CBP and the Neighboring experienced any oil or diesel spills. Barangays Altruistic Alliance, Inc. (CBPNBAAI), with Barangay Luz handling the daily garbage collection. Other Initiatives to Promote Environmental Awareness to the Community Recyclable materials are either sold to recyclers or made into Initiatives to Reduce Indirect Energy Consumption saleable products while biodegradable materials are brought to For the year 2009, the Property Management Division (PMD) the composting facility in Cebu Business Park called Tugkaran. implemented energy management measures to reduce the energy This 2,805-square meter facility also serves as a nursery to meet consumption, as follows: the landscaping requirements of CBP and Ayala Center Cebu. It also serves as a venue for environmental education by showcasing Ayala Center Cebu: the full cycle of solid waste management at CBP. a. Continued re-lamping of basement areas, using the T5 fluorescent lamps and electronic ballasts. The T5 consumes The composting activities of Tugkaran include two types: vermicomposting using African Night Crawlers, and photosynthetic composting using a bio-solution to hasten the decomposition process. In 2009, this project generated 1,920 kilos of organic fertilizers sold at P300 per sack. less energy at 32 watts, compared to the traditional fluorescent lamps at 40 watts. b. Implementation of schedules for switching on or off of lights and equipment c. Purchase of additional 1 x 1000 tons of refrigeration (TR) chiller with an efficiency of 0.65 kw/TR The organic fertilizer produced in Tugkaran is of good quality and complies with the Nitrogen, Phosphorus and Potassium (NPK) Other Managed Properties: requirement of the Department of Agriculture (DA). d. Implementation of the schedules for switching on or off of lights and equipment. e. Continued re-lamping of exit lights from fluorescent to Compact Flourescent Lights (CFLs). These initiatives resulted in a net savings of 900,459 kwhrs for the Company and its managed properties. 66 66 Catalyzing Change Tree Inventory Participation to Earth Hour In 2009, the Company conducted an inventory of the trees in its All CHI-managed properties participated in the one-hour switch- managed properties. As of yearend, there are 71 tree species, off on March 28, 2009 in support of Earth Hour. The Company totaling 5,828 trees, thriving within the corporate property reduced its carbon emission by 1,961.5 kilograms and saved boundaries. 7,074.5 kilowatts of power, equivalent to P45,984.25 Inventory of Trees for 2009 (Managed Properties) 3,099 Campaigning for Environmental Awareness To promote environmental awareness in the community, the Company, represented by its Corporate Sustainability Officer (CSO), participated in different fora and focused group discussions 1,622 organized by various government and non-government sectors, namely: 552 134 Asiatown I.T. Park 125 a. As a reactor for the “Forum on Climate Justice,” organized by 296 Ayala Center The Terraces Cebu City Sports Cebu Business Park Club Cebu the Integrated Bar of the Philippines (IBP) and the University of Amara Cebu (UC); b. As a representative of the business sector in the “Solid Waste Environment Protection Expenditures Management Forum,” organized by the 888 Club; and a. Operation and management of Sewage Treatment Plant (STP) c. As a reactor for the business sector in the “Climate Change b. Landscape maintenance and enhancement Forum,” organized by the Talisay City Government. c. Orientation and training of outsourced personnel on Quality, Environment and Health and Safety Monetary Value of Fines for Violations As embodied in the Company’s QEHS Management Systems, the Estimated total cost of these initiatives is P5.701 Million. Company, through its Pollution Control Officers (PCOs), continually monitors the compliance with the environmental laws, statutes The Company also conducted Environment, Health and Safety and regulations. (EHS) orientation, training and workshops for all employees, which include modules on “Solid Waste Segregation,” “5S System of Good The Company has no history of non-compliance with the Housekeeping,” “Construction Safety,” “Power and Water Usage/ requirements of environmental and other laws and regulations. Conservation and Office Safety”. This is conducted annually with Hence, the Company has no recorded fines due to violations of an estimated training cost of P 30,000 for each training session. these laws. Excellence in Economy and Ecology (E3) Award Cebu Holdings, Inc. (CHI) was conferred the 2009 Excellence in Economy and Ecology Award (large enterprise category) by the Philippine Chamber of Commerce and Industry (PCCI) during the 35th Philippine Business Conference and Expo (PBC&E) on October 21, 2009 at the historic Manila Hotel. CHI was recognized for “integrating environmental considerations in its business operations and for having undertaken environmental initiatives that made significant impact to the business and the community”. CHI’s innovative environmental practices as communicated in its Sustainability and Quality, Environment, Health and Safety policies, programs and activities are translated in terms of legislative compliance, reduced environmental risks, cost savings, increased market opportunities and employee participation. The award was presented by President Gloria Macapagal-Arroyo with Philippine Chamber of Commerce and Industry (PCCI) president Edgardo G. Lacson and the chairman of the PBC&E Roberto C. Amores and received by CHI president Francis O. Monera and Corporate Sustainability Officer Elson R. Homez. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 67 67 Environmental Performance Habitats Protected or Restored Biodiversity Management at Kan-irag Nature Park Biodiversity is an element of the Company’s Climate Change Policy. Cebu Holdings, Inc. (CHI) continues to ensure the health and viability of the Kan-irag Nature Park being a protected area that serves as a carbon sink of Cebu. CHI manages the Kan-irag Nature Park. It is part of the Central Cebu Protected Landscape (CCPL). CHI and mother company Ayala Land, Inc. (ALI) engaged environmental research organizations and formed a foundation to operate the 71-hectare protected area. The park is planned to be an eco-tourism destination that will serve as a venue for recreation, environmental education and research. The foundation strives to attain its goals for watershed management and biodiversity restoration through stakeholder engagement and partnership. 68 68 Catalyzing Change Inventory of Flora and Fauna Diversification of Flora Species • Timber Stand Improvement of Existing Indigenous Species Birds There are about 38 species of birds observed at the park. These This activity has been carried since the start of the diversification species are constantly seen feeding within the park boundaries. process. Due to the limited number of maintenance workers, The listing of birds is a preparatory approach to an actual scientific only the species that are within the developed areas are study that may serve as baseline data generated by the local basically maintained. inhabitants. It is also useful for visitor information. The dramatic • increase of population is a result of the park’s diversification Monitoring of Introduced Dipterocarp Species Three test areas of the dipterocarps’ domestication are program. Enhancing vegetation has increased biodiversity and the constantly monitored by the park workers. These test areas are bird population. of different gradients and habitats. This is to observe where these species best thrive. The survival rate at present is about It should be noted that the bird listing is derived only from 90 percent of the total number of dipterocarps planted. observations, not the actual capture-identify-release system. The Survival rate in general is quite remarkable, considering that pictures generated in the park’s bird guidebook are from reliable most dipterocarps are known to thrive in old mountain forest. guide keys that are available in the market. A supplemental activity In due time, these test sites will allow better planning in to generate new photos for the park’s bird guidebook is being selecting the best area within the existing vegetation of the planned. park for planting dipterocarps. In consideration of its high survival rate in the park area, it is best to introduce more Tree Species, Ferns, Vines, Shrubs and Grasses Partial Listing of these species as the tree planting activities in open areas In 2009, additional species were added to the list after focused group continue. discussions were conducted with the park workers. This consultation and planting cycle is still continued. This is just to keep track of new species that have been dispersed by natural means. The recent list • Continued Thinning of Exotic Species Part of the foundation’s long-term program is thinning exotic bared 89 tree species, approximately 25 percent higher than the list species since barely 30 percent of the exotic species that were submitted one year ago. planted before have been thinned out. Biodiversity 2008 2009 71 89 25% 27 38 41% Bird Release: Barred Rail (commonly known as Tikling). This bird was captured for the purpose of proper identification and photo documentation. The commonly practiced inventory method is “captureidentify-release.” This way the captured animals are no longer confined in cages for several days before they are set free. The method only requires a few minutes of documentation. Proper handling is required in the process so as not to cause injury before setting it out in the wild. Indigenous Tree Species Bird Species Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 69 69 Environmental Performance • Tree Planting Activities on Selected Sites While a number of tree planting activities is done each year, there are certain areas left with only a few surviving species. Noticeably, some areas in the park especially near the western boundary of the land are open or otherwise grassland. These are potential areas for future tree planting activities. Organizations may be encouraged to include the monitoring and maintenance of trees, aside from planting. • Vegetation Improvement through Assisted Natural Regeneration (ANR) Growth. Established ANR sites at present are those that are near the developed areas. These are open sites near the upper Lantawan, portions of open areas heading to the campsite, two areas within the vicinity of the campsite, and a larger portion at the adventure zone area. The total estimated area of the ANR sites is over five hectares. For over a year of assisted growth, these areas are no longer considered open as trees are starting to overgrow the lower plants. Other open areas are subjected to undergo the same activity when access trails are completed. 70 70 Catalyzing Change Watershed Management/ Rehabilitation Initiatives • Rehabilitation and Stabilization of Waterways • Dredging of Clogged Waterways and Gabion Dams This activity is part of rehabilitation and stabilization works. Sections of the waterways where dredging is essential have been made. Harvested materials from the dredging are utilized in several ways: sandy materials are used as a potting media, conglomerates are used in the trails as fillers, and the mixture of sandy and clayish materials are subjects for soil brick purposes. This initiative is still under experimentation to determine if the dried bricks are stable enough for house construction. This will be displayed in future facility developments. • Stabilization of Critical Slopes This refers to areas where the physical development is active. Simple stabilization works thru the introduction of erosion control plants and deep rooting trees as terrace supports are already administered in these areas. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 71 71 Social Performance: Human Resources The CHI Management Team with chairman of the Board Antonino T. Aquino, president Fancis O. Monera, and ALI Vismin Head Emilio J. Tumbocon. Disclosure on Management Approach Human resources (HR) management is an integral part of the business strategy of Cebu Holdings, Inc. (CHI). The Company acknowledges every person’s dignity and self-worth. Three core values put emphasis on the importance of people: concern for people’s personal and professional growth, empowerment and teamwork. The Company commits to enhance a person’s effectiveness through training and development and to provide each employee the means to fulfill his or her responsibilities with authority and accountability. As an employer in this local community, the Company strives to create and sustain an environment in which people are valued for their individuality and contributions. The HR-Admin Department ensures full implementation of policies and procedures relating to recruitment, compensation and benefits, training and development, performance and career management and employee-labor relations. The department is steered by the HR/Admin manager who also serves as the chairman of the Health and Safety Committee and therefore champions all initiatives relating to this area. The HR Department also handles annual reporting on several other social and economic indicators that directly relate to the Company’s workforce. Policies and programs are internally communicated and reinforced through varied channels that are documented as internal communication procedure in the Integrated Management System (IMS) manual. Employee engagement is evaluated bi-annually via internal customer survey. This helps the department evaluate its efficiency in the implementation of policies and programs. 72 72 Catalyzing Change Total Workforce by Category In 2009, CHI’s total workforce registered 114 employees. This includes CHI’s subsidiaries Cebu Property Ventures and Development Corporation and Cebu Leisure Company, Inc. Total Workforce by Category Rate of Employee Turnover (LA2) by Age and Gender Male: 45 (39%) Gender Profile 20-30 years old Female: 69 (61%) Male: 1 Female: 9 21-30 yo: 53 (46%) 31-40 yo: 39 (34%) 41-50 yo: 18 (16%) 51-up: 4 (4%) Age Profile 31-40 years old Female: 2 Male: 2 41-50 years old Female: 1 51-60 years old Group Profile Male: 1 Management Team: 21 (18%) Supervisors: 39 (34%) Associates: 52 (46%) Contractual/Per Project: 2 (2%) Human Rights and Labor Policy given a performance review at least a month prior to the end of CHI supports and respects the protection of international human their probationary period. Contractual employees undergo the rights within the circle of the Company’s influence, and ensures same review to determine whether their contract is to be renewed, that the institution is not carrying out human rights abuses. extended or terminated. Provision of a Good and Safe Working Place Equal Opportunity The Company identifies, evaluates, and eliminates any kind of risk Composition of Governance Bodies and Breakdown of to a safe working place. It provides appropriate access to needed Employees per Category (Gender, Age) resources, fair remuneration, training, education, and satisfaction of basic needs. While the Company has only one female member of the Board, there are more women managing teams or departments than Working Hours men. CHI does not require workers to work more than the maximum hours of daily labor set by local laws. The Company complies with Ratio of Basic Salary of Men and Women overtime pay requirements. The Company exercises impartiality in determining remuneration. Salary rates reflect equality between male and female employees Benefits to Full-Time Employees across all groups. On top of the regular statutory benefits, permanent employees receive medical and clothing allowances and are entitled to Defined Benefit Plan Obligations vacation, emergency and sick leaves. They are also covered under Retirement Plan a group life, health insurance and retirement program. The Company has a funded, non-contributory retirement plan covering all its regular employees. The benefits are based on the Performance and Career Development Reviews employees’ years of service and final monthly salary. Yearend performance reviews are regularly conducted in the Company. All regular employees as of October 2009 were covered Entry Level Wages in this review. On a similar basis, probationary employees are All employees hired are paid above minimum wage. Those hired to fill entry-level positions are paid at least 40 to 50 percent more than the minimum wage. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 73 73 Social Performance: Human Resources Composition of Goverance Bodies and Breakdown of Employees per Category (by Gender and Age) CHI Board of Directors M F Management Team M F Supervisors Associates M F M F 21-30 yrs old 1 3 7 9 31 31-40 yrs old 5 13 12 5 4 5 2 2 3 41-50 yrs old 1 51-up yrs old 7 7 1 3 1 Procedure for Local Hiring/ Percent of Local Senior In addition, the Company’s Quality, Environment, Health and Management Safety procedures on accreditation, purchasing and bidding, Three out of five (or 60 percent) senior division managers or evaluate and accredit technical and financial capability of the management committee members are from Cebu. suppliers and service providers prior to business transactions. Non-discrimination Training on Anti-corruption Policies and Procedures There are no incidents of discrimination in the workplace. All newly hired employees are oriented in anti-corruption policies Equal opportunity is given from hiring employees to transfers and procedures. The Company’s Code of Ethics covers the Conflict or movements, promotions, cross-posting and training and of Interest Policy, which states that all employees are expected development. The Company prohibits discrimination of race, to promote primarily the Company’s interest. No employee shall color, age, gender, sexual orientation, gender identity and compete with the Company, nor shall he or she allow business expression, ethnicity, religion, disability and political affiliation. dealings on behalf of CHI to be influenced, or even appear to be influenced, by personal or family interests. No Child Labor The Company does not practice child labor in the workplace. Annually, the Company releases the Disclosure Statement form There are no risks related to child labor in any of its operations to all employees before yearend in compliance with the Conflict and development sites. CHI strictly adheres with local minimum of Interest Policy. The policy covers areas, such as: 1) abuse age laws and requirements. of authority for personal advantage; 2) personal or business involvement or vested interest with CHI or competitors, suppliers Freely chosen Employment and customers; 3) vested interest with the Company’s suppliers, The Company ensures that the overall terms of employment are competitors and customers; 4) unauthorized disbursement voluntary. There has been no significant risk for incidents of of funds; 5) use of Company resources and information for forced or compulsory labor in all areas of operations. personal gain; and 6) acceptance of gifts or bribes. This applies to all regular employees, 21 management team members, 39 Percentage and Total Number of Business Units Analyzed for supervisors and 52 associates. Risks Related to Corruption The Company, through its Audit Department continues to conduct Monetary value of significant fines and total number of audits and risk assessments for all departments in relation to non-monetary sanctions for non-compliance with laws and corruption. These audit results are reported and discussed with regulations the head of the division and submitted to the president. The Company is steadfastly compliant with the applicable laws and regulations of its business, aside from the environmental and product responsibility laws. Hence, the Company was not sanctioned nor fined by regulatory agencies for non-compliance 74 74 Catalyzing Change with laws and regulations. Employee Health and Safety Percentage of Total Workforce Represented in Health and Safety Committee Cebu Holdings, Inc. (CHI) has a designated Health and Safety Committee, the Company’s planning group in all matters pertaining to employee health and safety. The total workforce is represented in this committee. Representatives come from the associates, supervisors and management team levels of all functional teams: Real Estate Development Group (REDG), Retail Business Group (RBG), Property Management Division (PMD) and b. Review of EHS Aspect/Impact, Hazard/Risk Assessment Procedure Corporate Services Group (CSG). The H&S Committee reviewed the general procedure on the Environment, Health and Safety (EHS) Programs and Initiatives In 2009, the Health and Safety (H&S) Committee pursued the EHS Aspect/Impact, Hazard/Risk Assessment to further improve its process and incorporate the determination and application following initiatives: of the hierarchy of controls. Further to this, a workshop with all departments’ process owners and project-in-charge is being a. Work Assessment Measurement arranged, to update the consolidated inputs on the identified EHS The Work Assessment Measurement (WEM) was conducted to Aspect/Impact and Hazard/Risk in all identified activities. identify hazards in the workplace and to recommend appropriate corrective actions for the improvement of the work environment. c. Review of Corporate Emergency Preparedness Plans Areas included in the WEM project were Cebu Holdings Center In 2009, the Health and Safety Committee reviewed the corporate offices, Ayala Center Cebu’s The Terraces, Amara and Park Towers and managed properties’ Emergency Preparedness Plans and 1 and 2. The H&S Committee made sure that the corrective actions interfaced with all the departments in the creation of the CHI to address the hazards were implemented. Crisis Management team. HealthAND and SAFETY Safety Committee 2009 2009 HEALTH COMMITTEE Human Resources and Admin Manager Chairperson OIC, Property Management Division Division Head Technical Consultant Quality, Environment, Health & Safety Technical Support Group Manager/ Concurrent Asiatown IT Park Administrator Health & Safety Officer Security Manager Management Rep 1 Management Rep 2 Management Rep 3 HR & Admin Supervisor Employee HR & Admin Assistant Secretariat Property Management Property Management Ayala Center Cebu Rep 1 Ayala Center Cebu Rep 2 Property Management Property Management Real Estate Development Group Rep 1 Cebu Holdings Center/ City Sports Club Cebu Real Estate Development Group Rep 2 Park Towers 1 & 2/ ALAI-FGU Center Ex-Officio Member Property Administrator Cebu Business Park Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 75 75 Social Performance: Human Resources Safety Statistics In 2009, CHI registered zero lost time from work accidents and injuries while work illnesses are reported as follows: Awareness of Workforce Regarding Serious Diseases Work Accident Work Illness 79 56 28 0 Incident Lost Time Fever Headache Colds Primer and Guidelines on Influenza A In response to the threat of transmission or spread of Influenza A (H1N1) virus in the workplace, the Company released the primer on AH1N1 and guidelines to all employees on May 11, 2009. All employees were required to submit an employee information sheet for reference in the event of emergency. Merchants of Ayala Center Cebu, administrators of the CHI-managed properties and all outsourced personnel were likewise given a two-day orientation on the Influenza A (H1N1). The event was conducted by the Department of Health (DOH). Policy on TB Prevention and Control in the Workplace In 2009, the Company implemented the Tuberculosis or TB Prevention and Control in the Workplace Policy, in compliance with Department Order 73-05 of the Department of Labor and Employment (DOLE). The policy covers TB workplace programs on prevention, treatment, rehabilitation, restoration to work and social policies. The TB Management orientation series was conducted by the DOH to all employees, including outsourced personnel. This is the latest of four health and safety policies implemented, the others being: Drug Free Workplace, Anti-Sexual Harassment, and the HIV/Aids Prevention and Control. 76 76 Catalyzing Change Employee Development In 2009, the Company pursued a set of training modules in various areas that address competency requirements and work-life balance. Technical Competency Matrix Workshop · Company and Management Systems 10% Life Skills 2% Total Quality Service Seminar · Developing Customer Service Superstars · · ALI Incident Response · Comprehensive Real Estate Seminar Customer Service 6% Alignment of Sustainability Priority Areas with the Quality, · Environment, Health and Safety Management Systems Sustainability 8% · Project Development ALI 102 · Tax, PICPA, Financial-related Seminars · ICT Summit, Technology-related Seminars · Supervisory Skills Program Technical and Competency-based 2009 EMPLOYEE DEVELOPMENT · Developing Secretaries and Admin Assistants · Human Resources-related Seminars · Internal Audit Course (9001:2008) using the 38% · Corporate Social Responsibility Summit · Energy Technical Conference (for internal auditors) (for all employees) ISO Standards Review · Root Cause Analysis and · Quality Management System 16% Health and Safety Management System 14% Refresher Course on Integrated Management System (IMS) · (for internal auditors) Environmental Management System 6% · Environmental Impact / Risk Analysis Seminar · Environmental Management System Seminar / Workshop QEHS MS Review and Revalida · · Health and Safety / Office Safety Seminar · Health and Safety Impact/ Risk Analysis Seminar · First Aid and Basic Life Support Training · Loss Control Management Seminar Average Training Hours Per Employee Category Average Training Hours In 2009, the average training hours registered by an employee was 27.5 hours. This covers in-house training programs only and does not include external competency-based or technical trainings and workshops. 32.54 24.57 Management Team 23.65 Supervisors Associates Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 77 77 Social Performance: Human Resources Competency Building Following the initial identification of functional, behavioral and technical competencies of the employees in 2007, the “Technical Competency Workshop” was pursued in 2009. It was attended by all the members of the Management Team to further assess the employees against the level of competencies, determine gaps and identify development programs to address these gaps. Employee Feedback To obtain the employees’ feedback on the different aspects of their work in the Company, an organizational climate survey and an internal customer satisfaction (ICS) survey were conducted in 2009. The results of the ICS are found on page 88. The organizational climate survey presented favorable results in all areas measured. Job security registered the highest average score at 11.5 on a scale that has 15 as the highest possible score, while standards of excellence and job interest and challenge were second highest with an average rating of 11.2. Such rating shows that employees perceive very high standards of excellence in the Integrated Management System. Employees have a positive perception of their jobs and find their work interesting and challenging. Other areas also perceived to be positive are rewards and satisfaction, with an average of 9.8 and advancement and mobility, with an average of 8.1. Results of this survey will be helpful for management in continually improving employee welfare. Organizational Climate Survey Employee Wellness In 2009, team leaders of the Company’s wellness program, Cebu Holdings, Inc. Personality and Lifestyle Upliftment Strategy or CHI PLUS, organized more than 50 activities for the year, covering 13 clubs or specific areas of interest. 78 78 Catalyzing Change Self-Confidence: 9.7 Personnel Policies and Procedures: 10.2 Management’s Credibility: 10.2 Job Security: 11.5 Advancement or Mobility: 8.1 Working Relationships: 10.7 Highly Favorable Personal Development: 10 Degree of Responsibility: 10.8 Standards of Excellence: 11.2 Rewards and Satisfaction: 9.8 Job Interest and Challenge: 11.2 Clarity of Goals: 11.1 Favorable Social Performance: Community Partnerships Disclosure on Management Approach Responsibility to the Community and Enhancement of the Quality of Life–these are two core values that communicate the Company’s commitment to serve the community where it operates. The scope of the Company’s social responsibility starts with neighboring communities where the projects are located. It then extends to the business and civic organizations, academic institutions, government agencies, non-government organizations and the society at large. These are the Company’s partners in the strategic execution of the Company’s social initiatives. The Company’s social objectives and targets are reflected in the corporate, functional and individual balanced scorecards. Each employee contributes to the achievement of the social targets via the implementation of development programs on environment, education and entrepreneurship. These are areas where the Company’s operations can have the most impact on the community. The community relations and Corporate Social Responsibility (CSR) function of the Corporate Communication and Customer Affairs Division handles community engagement activities: needs assessment, organizing, monitoring and reporting. The resources and expertise required to implement the major development programs are provided by cross-functional teams via committees within the Sustainability Technical Working Group (STWG). The Property Management Division (PMD) and Marketing Divisions of the Real Estate Development Group (REDG) and Retail Business Group (RBG) also carry out other community partnerships beyond the major development programs. “Agbayay,” the Company’s Employee Volunteer Program, serves as a support vehicle to implement these programs. Development Programs: Results and Achievements These programs are implemented in partnership with the Cebu Business Park and Neighboring Barangays Altruistic Alliance, Inc. (CBPNBAAI), a neighborhood alliance established since the year 2000. The alliance membership composition is a good balance between the leaders in the local community and the representatives of the Company. The Board of Trustees is composed of all barangay chairpersons and one Company representative, while the Board of Officers is elected by the rest of the members. Meetings with the alliance are scheduled and consultations with barangay council members are conducted to determine the needs of the individual barangays. For the implementation of specific development programs, consultations and dialogues are conducted with the environment, education, livelihood and peace and order committees of each of the member barangays. A major challenge in the implementation of these programs is the varying levels of readiness of the barangay folks to accept the challenge and take advantage of the opportunities presented to them through the various projects and initiatives of the alliance. Ap A a o s (P p ul n to w s ia n atio I.T. : 20 , 49 2) P a rk Ma pu ,4 l at i o 8 n: 2 7, 49 ) Cebu Business Park 87 ) tio n: 10, 400) pu t ( Po 27 ) am lo ( P o p u l at i o n : 93 P o p u l at i o n : 3 2 , 0 0 0) ha ( bo Luz Hi ,6 po 17 dro mo (Population: ula op P ( a t e r Car Cebu Business Park and Neighboring Barangays Altruistic Alliance, Inc. We are building a larger community of people with varied resources, yet common and collective in goals and aspirations. This is an alliance established on trust, a bonding based on respect. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 79 79 Social Performance: Development Programs Environment and Entrepreneurship In 2009, a total of 234,909 kilos of recyclables were collected from Solid Waste Management Ayala Center Cebu. The partnership with Barangay Luz in the Solid Waste Management program of Cebu Business Park and the Ayala Center Total recyclables collected accounted for a total cash conversion Cebu strengthened in the second full year of implementation. A of P440,865.00. The income is generated from the sale of these total of 26 residents from Barangay Luz are employed to handle materials to recyclers while some are generated from the sale of garbage collection for Ayala Center Cebu and CBP while six products made from recyclable materials. members from the barangay’s “ERPAT” (Empowerment Reaffirmation of Paternal Ability Training) continue to handle the The success of this partnership was one of the highlights when composting project at Tugkaran, Cebu Business Park’s green space Barangay Luz presented its initiatives to vie for the “2009 Gawad and composting facility launched on April 22, 2009 coinciding with Galing Pook Award for Participatory Environment Management”. the Earth Day celebration. Barangay Luz was among the awardees for its sustainable community development program known as “Kwarta sa Basura,” which entailed In 2009, this project generated 48 sacks or 1,920 kilos of organic the participation of various stakeholders. fertilizers sold at P300 per sack. Launching Cebu Business Park’s Green Space To celebrate Earth Day on April 22, 2009, Cebu Holdings, Inc. (CHI) launched Tugkaran, a nursery and composting facility at the Cebu Business Park (CBP). Secretary Heherson Alvarez, presidential adviser on global warming and climate change inspected the quality of organic fertilizer produced in Tugkaran. The event was attended by the CBP board of governors, representatives from Cebu City government, City Agriculture and Department of Environment and Natural Resources, members of the neighboring communities and CHI employees who worked for the establishment of the facility. This project is part of CHI’s thrust to maintain 20 percent of the total area of CBP as open and green space. 80 80 Catalyzing Change 2009 Cash Conversion of 2009 Cash Conversion of in Recyclables in Pesos Recyclables Pesos Metal Type of Waste in Kilos Type of Waste in Kilos Wet Carton P2,580 P8,653.75 Paper P6,633.75 Polybag Polybag P17,565 5,855 Metal Chipboard 430 P16,242 Paper Drinking Straw P68,057.50 P16,383 Assorted Wet Carton 12,041 Others 20,563 15,977 Assorted Pet 18,838 P127,386 Cups Tin Cans Chipboard P69,788 22,067 32,484 Drinking Straw 5,421 Pet Cartons P52,584 Glass 20,563 P75,352 Tin Cans Glass 28,086 Cups Cartons P40,682 52,584 P7,015.50 234,909 P440,865.00 kilos of collected recyclables cash conversion from collected recyclables Tugkaran Cebu Business Park Green Space and Composting Facility This 2,805-square meter facility showcases the full cycle of waste management at Cebu Business Park (CBP). This provides a space that will allow CBP and Ayala Center Cebu to divert organic materials from the solid waste stream. Organic waste (i.e. grass cuttings from the business park, food waste, and fruit peelings and vegetables from the mall’s food merchants and supermarkets) will go into the system of compost production until organic fertilizer is harvested, sold or used locally or regionally. Income generated from this project is plowed back to the Barangay Luz Homeowners Multi-purpose Coop and to the families of the garbage collection and compost production teams working for this project. The facility’s composting process includes two types: vermi composting and the use of photosynthentic bacteria to hasten the decomposition process. The facility has served as a venue for raising awareness about solid waste management in a business setting. Orientation, training and workshop series highlighting opportunities to reuse and recycle waste are conducted here. Participants include a mix of the Company’s employees and outsourced personnel, CBP locators and its employees, merchants of Ayala Center Cebu, the workforce of CBP and the neighboring communities, external organizations, educational institutions, NGOs and local government units from other regions that visit the facility for education and research purposes. The Vermicomposting Process Gathering of Materials Preparation of Materials Anaerobic Decomposition (10-12 days) Aerobic Decomposition (30-35 days) Earthworm Biomass Vermicompost Market On-farm use Recycle Verminal Production Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 81 81 Social Performance: Development Programs The results generated from this program inspired CHI’s mother encourage the practice of waste diversion techniques, such as reuse, company, Ayala Land Inc., to organize the neighboring communities recycling and composting, and to empower these communities to of Nuvali in Canlubang, Laguna and replicate the “Kwarta sa Basura” earn money from trash by making products from recyclables. project. Barangay Luz leaders were invited to conduct a livelihood training series. The participants were taught how to weave paper Education baskets from old newspapers and telephone directories. At yearend, The Company granted vocational scholarships to 17 out-of-school the baskets were purchased by Ayala Land to be used as corporate youths who completed the three-month “Barista Course”. The Christmas giveaways. program was implemented in partnership with the University of Southern Philippines Foundation Inc. (USPFI) and the CBPNBAAI. Solid Waste Management and livelihood workshops were also conducted for residents of Barangays Kamputhaw, Budlaan and The program beneficiaries came from the neighboring communities the rest of the neighboring communities of Kan-irag Nature Park to of CBP and Asiatown I.T. Park, namely Hipodromo, Carreta, Mabolo, Luz, Kamputhaw and Apas. 82 82 Catalyzing Change The trainees took a 127-hour “Barista Basics Course” and eight hours CHI Health and Safety Committee members, security guards, of entrepreneurial training that started in mid-March and culminated outsourced personnel and the neighboring communities of Cebu in June. The course involved a five-day internship program at Ayala Business Park and Amara. Center Cebu’s partner-merchants: Bo’s Coffee, Figaro, Gloria Jeans and Seattle’s Best Coffee. More than half of the graduates were eventually To improve coordination with neighboring communities in emergency employed with some of these merchants. situations, the Company turned over a set of communications equipment configured for direct contact between the security force of all CHI-managed properties and barangay leaders. Peace and Order/Emergency Preparedness Unified Security Force As part of the Company’s program for a unified security force and emergency preparedness for the community, CHI’s security department partnered with the Bureau of Fire Protection (BFP) and the Cebu Business Park and Neighboring Barangays Altruistic Alliance, Inc. (CBPNBAAI) in conducting a series of workshops on Fire Prevention and Suppression to neighboring communities. Invitation to the workshops was extended to property locators, office employees, Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 83 83 Social Performance: Employee Volunteer Program The increased participation of the employees in volunteer activities in 2009 reinforced the implementation of the Company’s social initiatives on environment, education and entrepreneurship. Volunteer Activities by Area of Focus Breakdown of Employee Volunteers CLCI, ALI, CBPAI, AITP 13% Others 216.50 hours 21% Others 7% Entrepreneurship 8 hours 1% Associates 29% Project 7% 88.50 hours 9% Environment 704.25 hours 69% Senior Personnel 15% Supervisors 29% In 2009, a total of 1,017 hours was spent on over 20 volunteer activities. Participation in Earth Hour The Company’s employee volunteers led the activities in support of Earth Hour. A forum, online voting, signature campaign, and an exhibit at Ayala Center Cebu were organized to raise awareness on the need to take action to address climate change issues. It emphasized the importance of reducing carbon emission by switching off non-essential lighting and equipment for at least an hour. Employee volunteers gathered 613 Earth Votes during the online voting campaign. • Agbayay depicts an intimate fellowship among equals, evocative of empathy, kinship and easy warmth. • Uncomplicated, a relatively common Visayan term but deep in its meaning. Agbay is among friends, peers or those who have found a connection that breaches borders. • Agbay has the word ‘Bai’ in it, suggesting brotherhood or a familiarity with each other, which is what the spirit of true volunteerism encourages. 84 84 Catalyzing Change Clean up at the Composting Facility The Company’s volunteers were joined by Cebu Business Park locators and barangay residents from the neighboring communities in clearing a space at Cebu Business Park, which was launched as Tugkaran on April 22, 2009. It is now being used as a tree nursery and composting facility. Wellness Training for Garbage Collectors Volunteers from the Company’s Property Management team conducted a training on solid waste management and health and safety, particularly on the proper use of Personal Protective Equipment (PPE), while the rest of the volunteers introduced wellness activities to the members of the garbage collection team. Employee Recyclables Fair To augment the volume of recyclables Barangay Luz collects from CBP and Ayala Center Cebu, the weekly employee recyclables fair was implemented. Employees gather recyclables from the workplace and their households. These are donated to the neighboring community. While some recyclables are directly sold to recyclers, some are made into products that are sold and even exported. Proceeds from the sale go to the families of the garbage collectors assigned to collect waste from CBP and Ayala Center Cebu. While this program helps sustain the livelihood of people in the community, it also encourages employees to practice reuse and help reduce waste thrown into the city landfill. At yearend, 723 kilograms of recyclables and reusable items were collected. Computer Tutorials The Information Systems Department (ISD) volunteered to conduct a training and workshop series on computer hardware and software basics for 11 faculty members of Hipodromo Elementary School. At yearend, the ISD turned over a new computer workstation for the faculty’s use. Basic News Writing and Photography Employee volunteers facilitated the conduct of workshops on special skills and interests for the community. Members of the CHI Plus Perspectives and the Corporate Communication team spearheaded the conduct of basic photography and basic news writing training for teachers, students, barangay officials, Sangguniang Kabataan leaders and heads of the homeowners association of Barangays Luz and Apas. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 85 85 Social Performance: Employee Volunteer Program Feeding and Story-telling The Company participated in the feeding program led by Ayala Business Club Cebu, Inc. (ABCCI) at Garing Elementary School in Consolacion, Cebu. A total of 275 children from Kinder to Grade 6 benefited from the activity which culminated with a story-telling done by the volunteers. Online Marketing The volunteers introduced the concept of marketing products online via social networking sites, such as Facebook and Multiply, to the members of the Barangay Luz cooperative. This has helped the cooperative develop new avenues to sell their products made from recyclables. Tree Planting at Asiatown I.T. Park The Property Management Division (PMD) led the tree planting activity at Asiatown I.T. Park participated in by volunteers from the neighboring community, Barangay Apas, the project’s contractor and outsourced personnel. The group planted about 100 Narra seedlings. Volunteer work at Kan-irag Nature Park Employee volunteers were exposed to various types of nature park activities. Aside from planting more indigenous trees, volunteers helped in the stabilizing micro water catchments at the campsite by rock-piling on soft and saturated portion of these catchments and by adding planting materials that serve as natural filters. Other activities include wood staining on the park’s lower Lantawan, weaving of cogon shingles to augment the production of roofing materials to be used for the nature park’s facilities and vermi-cast harvesting at the tree nursery for the park’s organic garden. 86 86 Catalyzing Change Social Performance: Product Responsibility Disclosure on Management Approach Product Responsibility For a Company that focuses on development and marketing real estate products, mall operations management and property management, Customer Focus is a core value. Being a real estate company, the Company has a broad spectrum of customers. The Company strives to exceed customer satisfaction in creating products and delivering services. The Company adheres to laws regulating product labeling, customer safety and marketing communications. Quality Policy and Objectives The Company’s Quality Management System (QMS, certified to ISO 9001:2008) strongly emphasizes the importance of the customer and the Company’s commitment to fulfill customer requirements. Objectives and targets pertaining to customer acquisition, retention, market leadership and customer satisfaction are reflected in the corporate, functional and individual balanced scorecards. The Quality Policy states that: For us, the CUSTOMER is FIRST and QUALITY IS EVERYONE’S JOB. We commit to: • deliver our products and services to continually satisfy ever changing expectations of our customers; • design our products and deliver our services to meet all applicable statutory and regulatory requirements; • provide our employees with competence building programs to improve productivity; and • continually improve the Quality Management System’s effectiveness through a regular review process. Customer Satisfaction Customer satisfaction measures the strength and performance of the value delivery chain, from the identification of customer needs to value creation and delivery. The conduct of customer satisfaction surveys requires customization of methodologies and instruments. Marketing, Sales, and Property Management functions serve as the primary interface to customers and therefore are the areas analyzed in surveys. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 87 87 Social Performance: Product Responsibility Internal Customer Satisfaction (ICS) Results Real Estate Development Group Sales Admin Property Management Marketing Operations: Leasing Operations: Finance Operations: MIS Corporate Services Group 8.01 7.58 8.12 8.57 8.38 8.31 8.57 8.13 8.38 8.70 8.74 2009 8.37 8.46 8.18 8.56 2008 8.71 8.46 8.32 8.56 8.53 8.19 8.33 8.75 8.83 2007 Accounting Audit Control and Analysis CorpComm/ Customer Affairs Funds Management HR/ Admin Information Systems Security Working seamlessly as components of the value delivery chain, the Company’s various departments are each others’ internal customers. To gauge the level of satisfaction in terms of coordination, work quality and service delivery, each department designs a survey questionnaire for its specific internal customers. The ICS for all departments is conducted twice a year through an online system designed by the Information Systems Department. Results are tabulated and analyzed, and form part of each department’s performance as committed in the departmental Balanced Scorecard. 88 88 Catalyzing Change 8.03 7.94 8.12 8.89 Marketing 8.46 8.39 8.60 Customer Service/ Sales 2009 8.32 8.43 Construction Management Division 2008 8.26 8.46 8.60 7.80 7.37 7.51 Innovation and Design 7.60 7.97 8.17 8.60 8.64 8.80 8.88 8.39 8.63 8.63 8.05 8.18 8.27 7.57 7.98 7.96 Project Development Group 2007 2009 8.90 9.12 2008 8.97 8.97 2007 Retail Business Group Property Management External Customer Satisfaction 1 Newly-acquired customers: Property Buyers Survey Newly-Acquired Property Buyers Satisfaction Survey Frequency and Methodology On an annual basis, an external customer survey is conducted to assess how newly acquired customers give feedback on current products and services. This survey covers everything from collaterals and post-sales service to ratings on the project’s construction and master plan. Comments from new buyers relating to their pre- and post-sales Good Very Good Excellent Fair Poor Overall score is Very Good at 8.8 out of 10 Property Specialists: Customer feedback experiences are also compiled annually, gathering feedback on all Company touch points from: a) marketing collaterals; b) sales/customer service; c) post-sales service (sales Sales Administration: Prompt delivery of documentation administration and documentation; and d) turn-over (product quality, expectation-setting vs. actual product delivered). Amara overall service The study is conducted via one-on-one interviews, using open-ended questions, allowing the customer to provide more information and discuss further comments and suggestions. The study also provides rating scales to allow the customer to rate satisfaction levels at different touch points. Other feedback mechanisms include the text feedback system linked to the Total Customer REDG marketing collaterals Amara website 7.7 8.2 8.7 9.2 10 Satisfaction Management System (TCS- MS) for daily concerns or comments. 2 Merchants Satisfaction Survey Merchants Satisfaction Survey To annually measure the effectiveness of the retail business processes, feedback is obtained from merchants of Ayala Center Cebu. The survey generates the satisfaction level of the merchants on the aspects of administration personnel, building facilities, utilities, systems and procedures, marketing and security. Good Very Good Excellent Fair Poor Overall score is Very Good at 7.84 out of 10. Established operating hours In 2009, the survey registered a very good rating. However, this was lower than the 2008 rating by one percentage point from 8.03 to 7.84. This can be attributed to a higher number of respondents and more areas evaluated, compared to the previous year’s survey. The manner of conducting the survey was done through actual interview and filling up Customer complaints handling Utilities, garbage collection/disposal Security of forms that were collected immediately after the interview. This helped in screening respondents and ensuring that only merchants or owners and managers or supervisors are eligible to be respondents of the survey. Prior to this, the questionnaires were mailed to respondents. The survey is conducted every December to determine the level of satisfaction of the merchants on the services, mall offerings and support extended to them Building facilities improvement Customer service 6.7 7.2 7.7 8.2 9 by the Retail Business Group (RBG). Shoppers Satisfaction Survey 3 Shoppers Satisfaction Survey The survey generates the satisfaction levels of the shoppers on the aspects of mall facilities, marketing activities, product offerings and mall personnel. Excellent Very Good Good Fair Poor Overall score is Very Good at 8.34. Cinemas rated excellent for outstanding sound quality The rating achieved in 2009 was an impressive 8.34 percent, a one percentage improvement from the previous year’s 7.73 percent. The manner of conducting the survey was also Food choices rated excellent for its food variety improved to include an actual interview and visit to all the facilities. A new set of criteria Product offerings and merchandise quality and specific questions for each facility were added to the survey questionnaires. The respondents were also provided the opportunity to openly discuss their concerns and suggestions. This has helped the team identify improvements on certain facilities. Cleanliness Customer service Marketing Events 7.7 8.2 8.7 Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 9.2 9.7 89 89 Social Performance: Product Responsibility 8 5 7.8 5 4 7.6 4 3 7.4 3 2 7.2 2 1 7 1 0 6.8 2008 Maintenance and Cleanliness Parking Attendants Systems Procedures Lighting Availability of Slots Systems Procedures Lighting 2007 Street Pavements Taxi Loading/ Unloading Safety 6 6 Proximity and Accessibility 7 Security Guards 8.2 Maintenance and Cleanliness 7 Easy Navigation 8.4 8 Security 8.6 8 Maintenance and Cleanliness 9 9 Availability of Slots 10 Sufficiency of routes PUJ Loading/Unloading Orderliness Basement Parking Availability of Vehicles Surface Parking 2009 Mall Facilities/Utilities 9.5 9 8.5 8 7.5 7 6.5 6 Restrooms ATMs Ceiling Escalator Elevator Mall Entrance Basement Parking 2007 Surface Parking 2008 Public Phones Parks and Lawns PUJ Loading/ Unloading Lighting Trash Cans 2009 The mall’s facilities and utilities registered a noticeably higher set of external customer satisfaction ratings mainly due to the opening of The Terraces. The ratings can also be attributed to the newly-installed lighting fixtures and the replacement of two scenic elevators and the construction of the parking building. 8 8.08 8.53 8.52 8.70 7.51 8.65 7.84 8.66 8.45 8.08 8.31 8.33 8.89 8.41 8.36 9 8.72 8.42 9.08 9.17 10 8.80 4 Lot Owners, Unit Owners, Occupants and Locators of CHI-managed properties 7 6 5 4 3 2 1 Park Tower 1 Park Tower 2 ALAI-FGU Center 2007 Cebu Holdings Center 2008 Cebu Business Park Asiatown I.T. Park Garden Ridge Village 2009 Respondents: At least 40 percent of the property owners and locators The survey rating shows the average of semi-annual customer satisfaction surveys 90 90 Catalyzing Change 90 Complaints Management System 2,720 Customer Safety and Health 77% The Company ensures that the health and safety of the people solved within the day 2,102 within its area of operations are considered in every aspect of 2,099 the Company’s operations. This includes the employees, its 63% solved within the day 1,332 1,603 outsourced personnel and, more importantly, its customers. 63% solved within the day Specific to its customers, the Company ensures that the real estate 945 products and services provided are designed to promote the customers’ well-being. This is done on every phase of the project development process, as follows: 2007 number of complaints 2008 a. During the land acquisition process, the property, 2009 including the outside areas, are evaluated for natural (e.g. flood, earth faults) and man-made hazards (e.g. proximity number of cases solved within the day to industrial areas, landfill, fuel storage and others). The existence of these hazards is used as inputs for the planning and the project feasibility. Customer Feedback Management b. During the planning stage, the design process considers The Total Customer Satisfaction Management System (TCS-MS) all the relevant regulations, such as building codes. implemented since 2003 has continually evolved to aid users in the recording, deployment, monitoring and archiving of customer complaints. Specific to vertical structures (buildings), these are designed to withstand earthquakes, as provided for in the structural codes, the Philippines being at the “Pacific Rim of Fire”. Exit areas are properly defined and sized accordingly. Feature enhancements include deployment tracking and case acceptance by persons responsible to address complaints, with c. During the construction stage, the project is defined the data to specify dates the complaints were deployed, received as off-limits to unauthorized personnel. The would-be and responded to. Case updating in the current improved system buyers, during site visits, are issued Personal Protective includes visuals or images attached to the text updates. Other Equipment (PPEs) and guided accordingly. enhancements were done on the reports generation system, further segregating complaints according to project or period. d. When the project is already operational, the property management, in coordination with the security and other The continuing implementation of the text feedback system, operations personnel, ensure that the area is cleared of which is linked to the TCS-MS, has generated faster and better hazards, and operational control measures are in place to customer response, especially in the mall where customer traffic ensure the safety and well-being of customers, merchants is highest. and employees. In 2009, total complaints recorded dropped by 28 percent, This is also in line with the quality, environmental and compared to 2008 levels. Within-the-day resolution rate was occupational health and safety management systems that are maintained at 63 percent of the total complaints recorded. being practiced by the Company. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 91 91 Social Performance: Product Responsibility Product and Service Labeling Real Estate Products and Services delivery chain (i.e. construction, project development, innovation As required by law, all selling materials (marketing collaterals) for all selling materials or marketing collaterals. and design). The HLURB requires the Company to secure licenses have their own respective License To Sell (LTS) numbers as provided by the Housing and Land Use Regulatory Board (HLURB) Retail Business Operations via the Project Development Group (PDG). The project is described In compliance with government regulations, policies and rulings according to the facilities and amenities the Company intends covering sales and promotions, the mall’s communication to deliver as end-product. One hundred percent of committed materials, such as print ads, merchandising collaterals, posters products and services, as reflected in the Company’s marketing and flyers, carry the permit number issued by the Department of collaterals and communicated to clients, have been delivered in Trade and Industry (DTI). 2009 for Amara and Asiatown I.T. Park. The value proposition for each project has been upheld not only as enforced by the The quantity of promotional items for shopper distribution is regulatory board, the HLURB, but as a continued commitment to complied with. The discounts committed in the application for buyers to provide quality products and services. mall-wide sale activities are given and properly complied with. Corresponding taxes required of prizes for promotions are also All marketing collaterals include a disclaimer stating that the paid to the Bureau of Internal Revenue (BIR). details and visuals shown in such collaterals are intended to give a general idea of the project and as such are not to be relied upon Compliance to Regulations as statements of fact. While such particulars and details are based In 2009, all regulations and voluntary codes concerning on present plans, which have been prepared with utmost care marketing communications, including advertising, promotion and and given in good faith, buyers are invited to verify their factual sponsorships, were complied with. correctness and subsequent changes. Customer Privacy Retail Business Operations The Company’s Code of Ethics covers guidelines on the use It is the group’s commitment to deliver the products and services of Company resources, including classified or confidential as promised to the merchants and shoppers. The design of information, particularly corporate plans and customer data. new developments, whether new or expansion, is based on Controls on the disclosure of classified information are in place. specifications and features that have been identified in the mall’s value proposition. The design concept is always a balance Data is protected via stringent file access restrictions as between functionality and aesthetics for a rewarding customer implemented by the Information Systems team. Customer experience. Facilities for accessibility, as well as parking and database and records are held in a fireproof vault, with limited common areas, are not only provided to comply with laws and access permits that are issued only as needed. regulations but designed for the comfort and convenience of the shoppers. There have been no substantiated complaints regarding breaches of customer privacy and losses of customer data. The turnover of leased spaces to mall merchants is conducted to ensure suitability of the area. Construction plans are duly reviewed to validate its compliance to the prescribed guidelines Monetary value of Significant Fines for Non-Compliance with Laws and Regulations for construction. Inspection of leased areas after construction is The Company is steadfastly compliant with the applicable laws made prior to the commencement of operations to check on the and regulations of its business, aside from the environmental consistency of design details, as specified in the plans. and other laws and regulations. Hence, the Company was not sanctioned nor fined by regulatory agencies for non-compliance Marketing Communications Real Estate Operations The Company ensures that marketing collaterals and selling materials are not distributed without the proper license. A process that incorporates layers of approval from the varying strategic business units ensures that the product is feasible and aligned with commitments made by the other members of the value 92 92 Catalyzing Change with laws and regulations. Economic Performance Revenues (in thousand pesos) Disclosure on Management Approach The business operations of Cebu Holdings, Inc. (CHI) consist of activities related to real estate planning, development, marketing 1,500,031 and management. One hundred percent of the Company’s capital 1,281,745 is invested in Cebu, Philippines. 1,288,284 1,037,397 As a publicly listed company, CHI seeks to deliver the results that will earn the trust and confidence of the Company’s shareholders 691,274 while it balances the economic value distributed back to the rest of its stakeholders. The balance of the Company’s economic performance does not rest solely on the finance division, nor on the Company’s profit centers. Accountabilities in terms of economic value generation and budget 2005 2006 2007 2008 2009 management are spread across all the teams in the value delivery chain and are reflected in the functional balanced scorecards of all CHI continues to aim for balance between the two areas of divisions. operation that generate recurring and non-recurring income: real estate business and retail and office space leasing business. Economic Value Generation Revenues from mall space and BPO office leasing contributed 54 The year 2009 ended with a relatively favorable financial percent (P697.9 million) of consolidated revenue while theater performance despite the economic downturn. Consolidated income added another six percent or P 72.7 million. Sale of revenues reached P 1.288 billion and net income of 302.2 million. commercial and residential lots contributed 32 percent (P413.9 million). Eight percent came from interest and other income and equity take–up of an associate. As of end of 2009, CHI’s total assests grew by two percent, as it reached P5.773 billion, P1.839 billion of which is current. Cash and cash equivalent stood at P905.1 million while total bank debt was Direct Economic Value Generated at P275 million level. Bank debt-to-equity ratio was P0.07 while (in millions) Revenues 2007 2008 2009 1,282 1,500 1,288 current ratio was 1.68. Economic Value Distributed Salaries and benefits paid to employees Taxes paid to the government Amount paid to suppliers and contractors Dividends paid to stockholders Amount paid to communities and project beneficiaries 89* 96 99 124* 195 216 1, 118* 1,458 1,039 96 134 134 9 14 17 Proportion of Spending on Locally-based Supliers While CHI does not have a formal policy on purchasing from locally-based suppliers, the Company’s accreditation, bidding, purchasing and payment processes provide the system to track its locally-based expenditures to include project contracts. In 2009, 76 percent or P790,499,747.02 of the total amount disbursed were paid to suppliers and contractors based in Cebu. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 93 93 Economic Performance Economic Value Distribution As a local company, CHI’s operations and activities have direct and indirect economic impacts on: a) Employees via salaries, benefits and investments in career development and wellness programs; b) Government in terms of tax payments; c) Suppliers in the course of executing the client’s business operations; d) Shareholders in the form of dividends; e) The neighboring communities via investments on socio-economic programs and; f) The rest of the stakeholders by providing employment as outsourced personnel, workers of the Company’s contractors, merchants, 17 Community Investment Community Investment (in millions) 134 14 (in millions) 1,039 1,143 134 196 Environment - P 8.612 52% 9 96 124 99 96 89 216 1,458 locators and building occupants. 1% Entrepreneurship / Employment - P 1.081 7% Health and Wellness - P 1.369 8% Miscellaneous Relationship Building - P .966 6% Salaries and Benefits Taxes paid to the government 2007 Amount paid to suppliers and contractors 2008 Dividends paid to stockholders Amount paid to communities and project benefecaries Peace and Order - P .119 1% Tourism, Arts and Culture - P 4.138 25% 2009 Indirect Economic Impacts Employment Generation The Company is one of the drivers of Cebu’s development. Its The Cebu Business Park (CBP) provided employment opportunities presence has triggered the following indirect economic impacts: for the local population, with its operation of the commercial center, two residential condominiums, a hotel, a sports club, and Property Value Appreciation 14 office buildings. It is estimated that the employee population The Company’s first foray into the Cebu market started with the of the Cebu Business Park is around 8,000. transformation of a former golf course into a masterplanned business district, the Cebu Business Park (CBP). The Asiatown I.T. Park is a burgeoning Information Technology and Information Technology Enabled Services (IT/ITES) hub in In the late 1980s, land values in and around the area ranged from Cebu, with a workforce of about 13,000 as of yearend 2009. P700 to P1,500 per square meter. To date, land values are now from P25,000 to P35,000 per square meter. Zonal valuations have The developments provide financial security to the community, also increased considerably, approximating the market values of which also feeds into the local economy as the money that they the land. earned are spent in the locality. This is also true with its other business district, the Cebu Civic and Generation of Downstream Service Industry Trade Center, which was launched in 1996 and was subsequently The two developments have also helped in boosting other repositioned as an I.T. Park and renamed Asiatown I.T. Park in service industries, such as transport services, food services for the 2001. employees in and around the developments, establishment of hotel buildings at the periphery of the two developments, and long-term house or room rental services around the periphery to cater to the employees’ needs. 94 94 Catalyzing Change Stakeholders’ Commentaries Crisis brings about golden opportunities for growth. The perceptible effects of climate change and the dire implications of a societal upheaval triggered a heightened realization among key players to work and craft climate solutions together. It is inspiring that a growing number of “green knights in shining armor” from the private sector are taking determined steps to pursue the sustainable pathway, in this crucial transition phase towards a low-carbon economy. It is significant that Cebu Holdings, Inc., as the real estate leader in Cebu, is taking on the daunting task of proving that integrating sustainability in its business operations and programs and in its relations with its shareholders, employees and other stakeholders is the smarter way to go. In so short a time since it adopted and implemented the sustainability policy, as a management strategy, CHI has proven that private sector engagement in governance does uplift lives, improve the standards of living and alleviate poverty, not to mention contribute to the greening of the community. The public-private sector partnership that it strongly espouses is a good model for sustainable and good governance practice in the world. No small feat indeed is CHI’s trail-blazing partnership with Barangay Luz and its support in the barangay’s Kwarta sa Basura Program. It helped clinch for the barangay a Galing Pook Award for Participatory Environmental Management for 2009. The barangay is among the fourteen local government recipients, and the only one out of the 42,000 barangays in the country, to be so recognized in 2009. Instilling a culture of eco-stewardship and volunteerism among the employees and officers is another noteworthy and highly-commendable CHI program. Meeting the many challenges of the millennium requires the active participation of each citizen, especially by those imbued with the knowledge and the privilege of being in a position to help. There is never a contribution that is considered small for conserving our threatened resources and lowering our carbon footprint. Each mindful choice for a greener world is already a tremendous boost to the crusade to have a sustainable future for our children and the future generations. It is our hope that more corporate entities will follow CHI’s sustainability trail and recognize the benefits not just to their shareholders but to society as well. Dr. John Llewellyn, Senior Economic Policy Advisor, in “The Business of Climate Change Report 2007” aptly said that “Firms that recognize the challenge early, and respond imaginatively and constructively, will create opportunities for themselves and thereby prosper. Others, slower to realize what is going on or electing to ignore it, will likely do markedly less well.” As it is, CHI is a stand-out in promoting sustainable practices and programs among its peers in the corporate arena. But, there is still a space for taking on greater challenges, among which is constructing more green buildings and installing the first smart grid network in the country. I have so much faith in CHI‘s capacity for innovativeness and creativity that I have no doubt these will become a reality in the next few years. Mabuhay, CHI! Atty. Gloria Estenzo Ramos Environmental Lawyer and Advocate Columnist, Cebu Daily News Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 95 95 Stakeholders’ Commentaries The world of business has shifted its focus from the traditional financial wealth maximization to a broader one that allows for the enhancement of stakeholder value. Cebu Holdings, Inc. (CHI’s) Integrated Management System (IMS) enables the Company to clearly define and organize its performance metrics and by doing so, enhance the value of its stakeholders, particularly the employees. The Company also takes a serious role on sustainability within the organization and in the community. As a leader in the real estate industry, CHI takes on a serious role as a partner in caring for and protecting the environment. The integration of the Company’s management systems is adopted even at the functional levels. Its influence is visible in our daily work routine, even in our personal lives. (QEHS) programs, letting their objectives The interaction of the four perspectives permeate into our work. Seemingly signifies the Company’s thrust to strike insignificant but telling efforts — from a balance of financial strategies, value re-using paper to closing the tap and creation for our customers, strength- switching off the lights not in use—make building in core processes, and the large contributions to the achievement of enhancement of employees’ capabilities. the overall objectives of the management system, as well as generate a sense On Sustainability of pride and belongingness among Sustainable development practices are employees. well-integrated into the management systems and business processes and On the Balanced Scorecard (BSC) operations. CHI has set up mechanisms The Company adopts the Balanced to measure, monitor and report Scorecard (BSC) as a strategic sustainable practices, based on the triple management system for measuring bottom line that encompasses social, whether the activities of the Company economic and environmental factors. are meeting its objectives of vision and strategy. The strategy is the reference CHI Management is a determined point for the entire management process, advocate of the Company’s sustainability with the shared vision as the foundation thrust, providing inspiration to employees for strategic learning. It allows in putting these ideals into action. Management to assess the business on Employee involvement and participation four perspectives — financial, customer, are considered essential for the internal business process, and learning achievement of sustainability programs. and growth. As we conscientiously perform our core On the Integrated Management System (IMS) We feel a sense of pride in garnering certifications in three standards: 9001:2008, 14001:2004, and 18001:2007. Beyond the certificates displayed in our office is the conscious effort to achieve quality outputs in our functions, protect the environment and maintain health and safety in the workplace. In performing our respective duties and functions, we strive for excellence in the tasks assigned and in addressing the needs of our customers. We go beyond compliance with the Quality, Environmental, Health and Safety functions, we are enjoined to engage in management system is its ability to align the sustainable thrust of the Company. goals from top to bottom. As goals Participation in the employee welfare are translated at a functional level, it programs, training and development enables us, employees, to see how our programs, volunteerism, community individual work leaves an impact on the alliances and partnerships are central to achievement of the overall corporate our holistic growth and work-life balance. goals. By seeing this direct link between our roles and corporate goals, we Sustainability is also translated beyond experience a sense of ownership of our our daily functions and reflected in duties and responsibilities. the world at large. As we begin to shift paradigms in the light of pressing The BSC develops a culture that enhances environmental issues, we are given employee motivation, encourages the opportunity to re-evaluate current empowerment, and optimizes our practices at work and at home. The potentials. results of these are reflected in the choices we make, the way we choose “The aim is to provide meaningful contribution to the CHI’s “We can reduce our ecological footprint by reducing the amount business operations and corporate goals in the delivery of of resources we use through energy and water conservation not my function.” - Jonelyn A. Ocular-Ocasiones of the Human only in our offices but also at home.” – Romulo A. Alajid of the Retail Business Group (Ayala Center Cebu) Resources and Administration Department 96 96 The beauty of the BSC as a strategic Catalyzing Change how to operate our business and how We also aspire that the level of On this note, we can reflect on the we design projects with the environment participation and implementation of sentiments expressed by Lee Scott, chief in mind. It is also reflected in how each the Company’s IMS eventually becomes executive of Wal-Mart: individual employee chooses to live a way of life for each stakeholder, not a sustainable lifestyle that minimizes just the employees. In aspiring for the “Being a good steward of the environment environmental impact. Practicing waste enhancement of the interaction and the and our communities, as well as being an segregation at source, going organic, sharing of expertise among the various efficient and profitable business, are not embracing the concept of resource stakeholders, we hope to achieve not just mutually exclusive. In fact, they are one efficiency (water, electricity, energy), and economic growth but also the protection and the same.” managing our environmental footprint at of the environment as well. the workplace and at home testify to these We believe that CHI is soaring to greater choices. heights. With pro-active awareness and conscious application of these programs in our daily lives, we have realized that improvements can meet the needs of the present without compromising the ability of the future generations to meet their own. A Way of Life We are delighted to see CHI’s elevation to greater heights while keeping in mind the welfare of its employees and the community where it operates. This is the We are delighted to see CHI’s elevation to greater heights while keeping in mind the welfare of its employees and the community where it operates. This is the testament of its continued commitment to improve stakeholder value. Romulo A. Alajid, Jennifer G. Sia and Jonelyn A. Ocular-Ocasiones Employees of Cebu Holdings, Inc. testament of its continued commitment to improve stakeholder value. As we go beyond the CHI Integrated Management System Framework and apply these to a personal level, we continue to be inspired to perform our duties to support the Company and provide value-adding contributions to the achievement of its goals. We aspire to maintain the work environment that is anchored on the friendship and trust exchanged among employees. A sense of ownership is felt in our accomplishments. “Our perspective should go beyond our daily operational tasks. We need to consider the impact of our actions to the greater communities and the various stakeholders.” – Jennifer G. Sia of the Audit Department Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 97 97 Key Indicators Global Reporting Initiative (GRI) INDEX Reference Page Profile Disclosure Items 1 Strategy and Analysis 1.1 Statement from the most senior decision maker(s) of the organization 5-7 1.2 Description of the main impacts, risks and opportunities 42-43, 51-53 2 Organizational Profile 2.1 Name of the organization 2-3 2.2 Primary brands, products, and/or services 2-3 2.3 Operational structure and major divisions 34 2.4 Location of the company headquarters 2-3, Inside Back Cover 2.5 Countries of operations Not applicable 2.6 Nature of ownership and legal form 2-3 2.7 Markets served 2-3, 12-13, 22-23 2.8 Scale of the reporting organization 34 2.9 Significant changes during the reporting period Not applicable 2.10 Awards and recognitions received during the reporting period 41 3 Report Parameters 3.1 Reporting period 1 3.2 Date of most recent previous report 1 3.3 Reporting cycle 1 3.4 Contact point for questions about the report and its contents 1, Inside Back Cover Report Scope and Boundary 3.5 Process for defining report content 1 3.6 Boundary of the report 1 3.7 Limitations on the scope or boundary of the report 1 3.8 Basis for reporting on joint ventures, subsidiaries, and other related entities 1 3.9 Assessment methods for data and bases for estimates in data compilation 1 3.10 Explanation of the effect of any re-statements of information provided in previous reports Not applicable 3.11 Signficant changes from previous reporting period Not applicable 3.13 Current policy and practice dealing with external verification 1 GRI Content Index 3.12 GRI Content Index Page 98-100 4. Governance, Commitments and Engagement 98 98 4.1 Governance structure of the organization 32-40 4.2 Indicate if the Chair of the highest governance body is also an Executive Officer 32-33 4.3 Number of independent and non-executive members 32 4.4 Mechanisms for shareholders and employees to provide recommendations 36-40 4.5 Association between the compensation of the members of top management, high directors and the performance of the organization including environmental and social performance 34-36 4.6 Procedures for avoiding conflict of interest in top management 40 4.7 Procedures for determining qualifications and experience of top management for guiding the organization in economic, environmental and social aspects 35-36 4.8 Statement concerning missions and values implemented internally, codes of conduct and standards for economic, environmental, and social performance, and the status of implementation 2, 40, 58-61, 87-91 4.9 Procedures for top management to supervise the identification and management of the organization’s economic, environmental, and social performance, including assessment of risks and opportunities, as well as adherence to international level codes of conduct and standards 28-31, 42-43, 51, 58, 72, 79, 87, 93 4.10 Process to assess the performance of top management, especially with respect to economic, environmental, and social performance 35-36, 29-31, 42-43 4.11 Explanation of how the organization has adopted the precautionary principle 30, 42-43, 60 Catalyzing Change Global Reporting Initiative (GRI) INDEX Reference Page 4.12 Externally developed economic, environmental, and social standards adopted or any other related initiatives 28-31, 51-53, 61 4.13 Listing of groups of interest included by the organization 54-57 Stakeholder Engagement 4.14 List of stakeholders groups 54-57 4.15 Basis for identification and selection of stakeholders groups 54-57 4.16 Approaches used to include interest groups, including frequency of participation according to the type of group of interest 54-57 4.17 Main concerns and topics raised by stakeholders and how the organizations has responded to these concerns 54-57 ECONOMIC EC1 Economic value generated and distributed, including revenues, operating costs, employee compensation, donations and other community investments, retained earnings, and payments to capital providers and governments 93-94 EC2 Financial implications and other risks and opportunities for the organization’s activities due to climate change 60 EC3 Coverage of the organization’s defined benefit plan obligations. 73 EC5 Standard entry level wage compared to local minimum wage in locations of operations 74 EC6 Policy, practices, and proportion of spending on locally-based suppliers at significant locations of operation 93-94 EC7 Procedures for local hiring and proportion of senior management hired from the local community at significant locations of operation 74 EC8 Development and impact of infrastructure investments and services provided primarily for public benefit through commercial, in-kind, or pro bono engagement 93-94 EC9 94 Understanding and describing significant indirect economic impacts, including the extent of impacts. ENVIRONMENT EN3 Direct energy consumption by primary energy source 62 EN4 Indirect energy consumption by primary source 63 EN5 Energy saved due to conservation and efficiency improvements. 63 EN6 Initiatives for using energy-efficient or renewable based products and services 63, 66 EN7 Initiatives to reduce indirect energy consumption 66-67 EN8 Total water withdrawal by source 65 EN13 Habitats protected or restored 68-71 EN16 Total direct and indirect greenhouse gas emissions by weight 64-65 EN17 Other relevant indirect greenhouse gas emissions by weight 64-65 EN18 Initiatives to reduce greenhouse gas emissions and reductions achieved 63, 66-67 EN19 Ozone depleting substances 65 EN20 NOx, SOx, and other significant air emissions by type and weight 64 EN21 Total water discharged by quality and destination 65 EN22 Total weight of waste by type and disposal method 66 EN23 Total number and volume of significant spills 66 EN24 Weight of transported, imported, exported, or treated waste deemed hazardous under the terms of the Basel Convention Annex I, II, III, and VIII, and percentage of transported waste shipped internationally 66 EN26 Initiatives to mitigate environmental impacts of products and services, and extent of impact mitigation. 66 EN28 Monetary value of significant fines and total number of monetary sanctions for non-compliance with environmental laws and regulations 67 EN30 Total environmental protection expenditures and investments by type 67 SOCIAL LA1 Total workforce by employment type 73 LA2 Total number and rate of employee turnover by gender, age 73 LA3 Benefits provided to full-time (permanent) employees 73 LA6 Percentage of total workforce represented in joint management and worker health and safety committees 75 LA7 Rates of injury, occupational diseases, lost days, and absenteeism, and number of work-related fatalities 76 LA8 Education, training, counseling, prevention, and risk-control programs in place to assist workforce members, their families, or community members regarding serious diseases 76 Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 99 99 Global Reporting Initiative (GRI) INDEX Reference Page LA10 Average hours of training per year per employee by employee category (e.g., seniors, juniors, rank and file) 77 LA12 Percentage of employees receiving regular performance and career development reviews 73 LA13 Composition of governance bodies and breakdown of employees per category 73-74 LA14 Ratio of basic salary of men to women by employee category 73 HR4 Total number of incidents of discrimination and actions taken 74 HR6 Operations identified as having significant risk for incidents of child labor and measures taken to contribute to the elimination of child labor 74 HR7 Operations identified as having significant risk for incidents of forced or compulsory labor, and measures to contribute to the elimination of forced or compulsory labor 74 SO1 Nature, scope, and effectiveness of any programs and practices that assess and manage the impacts of operations on communities, including entering, operating, and exiting 79-83 SO2 Percentage and total number of business units analyzed for risks related to corruption 74 SO3 Percentage of employees trained in organization’s anti-corruption policies and procedures 74 SO8 Monetary value of significant fines and total number of non-monetary sanctions for non-compliance with laws and regulations 74 PR1 Life cycle stages in which health and safety impacts of products and services are assessed for improvement, and percentage of significant products and services categories subject to such procedures 87-92 PR2 91 Total number of incidents of non-compliance with regulations and voluntary codes concerning health and safety impacts of products and services during their life cycle, by type of outcomes PR3 Type of product and service information required by procedures, and percentage of significant products and services subject to such information requirements 92 PR5 Practices related to customer satisfaction, including results of surveys measuring customer satisfaction 88-91 PR6 92 Programs for adherence to laws, standards, and voluntary codes related to marketing communications, including advertising, promotion, and sponsorship PR7 Total number of incidents of non-compliance with regulations and voluntary codes concerning marketing communications, including advertising, promotion, and sponsorship by type of outcomes 92 PR8 Total number of substantiated complaints regarding breaches of customer privacy and losses of customer data 92 PR9 Monetary value of significant fines for non-compliance with laws and regulations concerning the provision and use of products and services 92 We include this GRI Application Level table in our report to support our self-declaration of this report at Application Level B. 100 100 G3 Profile Disclosures Report on: 1.1 2.1-2.10 3.1-3.8, 3.10-3.12 4.1-4.4, 4.14-4.15 Report on all criteria listed for Level C plus: 1.2 3.9, 3.13 4.5-4.13, 4.16-4.17 Same as requirement for Level B G3 Management Approach Disclosures Not Required Management Approach Disclosures for each Indicator Category Management Approach Disclosures for each Indicator Cate gory G3 Performance Indicators & Sector Supplement Performance Indicators Report on a mimimum of 10 Performance Indicators, including at least one from each: Economic, Social, and Environmental Report on a minimum of 20 Performance Indicators, at least one from each: Economic, Environmental, Human Rights, Labor, Social, Product Responsibility. Report on each core G3 and Sector Supplement Indicator with due regard to the Materiality Principle by either: (a) reporting on the Indicator or (b) explaining the reason for the omission. Catalyzing Change Statement of Management’s Responsibility for Financial Statements The management of Cebu Holdings, Inc. and Subsidiaries is responsible for all information and representations contained in the consolidated financial statements for the years ended December 31, 2009, 2008 and 2007. The consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the Philippines and reflect amounts that are based on the best estimates and informed judgment of management with an appropriate consideration to materiality. In this regard, management maintains a system of accounting and reporting which provides for the necessary internal controls to ensure that transactions are properly authorized and recorded, assets are safeguarded against unauthorized use or disposition and liabilities are recognized. The management likewise discloses to the Company’s audit committee and to its external auditor: (i) all significant deficiencies in the design or operation of internal controls that could adversely affect its ability to record, process, and report financial data; (ii) material weaknesses in the interal controls; and (iii) any fraud that involves management or other employees who exercise significant roles in internal controls. The Board of Directors reviews the consolidated financial statements before such statements are approved and submitted to the stockholders of the Company. SyCip Gorres Velayo & Co., the independent auditors appointed by the stockholders, has examined the consolidated financial statements of Cebu Holdings, Inc. and Subsidiaries in accordance with generally accepted auditing standards in the Philippines and has expressed its opinion on the fairness of presentation upon completion of such examination, in its report to the Board of Directors and stockholders. ANTONINO T. AQUINO Chairman, Board of Directors FRANCIS O. MONERA President ELEANORE R. TOMANENG Finance and Control Officer Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 101 101 Report of the Audit Committee to the Board of Directors for the Year Ended December 31, 2008 The Audit & Risk Committee’s roles and responsibilities are defined in the Audit & Risk Committee Charter approved by the Board of Directors. The Audit & Risk Committee provides assistance to the Board of Directors in fulfilling its oversight responsibility to the shareholders relating to: a.) the Company’s financial statements and the financial reporting process, b.) the systems of internal controls and financial reporting controls, c.) the internal audit activity, d.) the annual independent audit of the Company’s financial statements, e.) compliance with legal and regulatory matters and, f.) the adequacy of risk management In compliance with the Audit & Risk Committee Charter, we confirm that: • An independent director chairs the Audit &Risk Committee; • We had four (4) meetings for the year. All members were present; • We recommended to the Board of Directors the re-appointment of SGV & Co. as independent external auditor for 2009, based on the review of their performance and qualifications, including consideration of management’s recommendation; • We reviewed and discussed the quarterly consolidated financial statements and annual consolidated financial statements of Cebu Holdings Inc. and subsidiaries (the “Company”, including Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the year ended December 31, 2009, with the Company’s management and SGV & Co. We confirm the report of the external auditors and the results of the review of the 2009 audited financial statements. These activities were performed in the following context: • That management has the primary responsibility for the financial statements and the reporting process, • That SGV & Co. is responsible for expressing the opinion on the conformity of the Company’s consolidated audited financial statements with the Philippine Financial Reporting Standards; • We discussed and approved the overall scope and the respective audit plans of the Company’s Internal Auditors and SGV & Co. We have also discussed the results of their audits and their assessment of the Company’s internal controls and the overall quality of the financial reporting process; • We reviewed and approved all audit services provided by SGV & Co. to the Company and have concluded that such services do not impair their independence; • We reviewed the reports of the Internal Auditors, ensuring that management is taking appropriate corrective actions in a timely manner, including addressing internal control and compliance with legal and regulatory issues; • We were given updates on the status of the recommendations of the external Qualtiy Assessment Review (QAR) for the Internal Audit Department conducted in 2008. Best practices and areas for improvement are currently being addressed by the Internal Audit Department; • The Committee was also oriented on other aspects of the company apart from internal audit, financial reporting and external audit. This is for the Committee’s further awareness and appreciation of the company’s initiatives and programs. An overview of the following were taken up in 2009: (1) Corporate Communications and Customer Affairs Division (CCCAD), (2) Ayala Malls Group (AMG), (3) the Sustainability Framework and (4) the Marketing Department of the Real Estate Development Group (REDG Marketing). The Audit & Risk Committee will continue to get sessions on the other initiatives and programs in the succeeding years. Based on the reviews and discussions undertaken, and subject to the limitations on our roles and responsibilities referred to above, the Audit & Risk Committee recommended to the Board of Directors the inclusion of the Company’s consolidated financial statements as of and for the year ended December 31, 2009 in the Company’s Annual Report to the Stockholders and for filing with the Securities and Exchange Commission. February 12, 2010 102 102 FR. RODERICK C. SALAZAR, JR., SVD ENRIQUE L. BENEDICTO HERNANDO O. STREEGAN Committee Chair Member Member Catalyzing Change Independent Auditors’ Report The Stockholders and the Board of Directors Cebu Holdings, Inc. 7th Floor, Cebu Holdings Center Cebu Business Park, Cebu City We have audited the accompanying consolidated financial statements of Cebu Holdings, Inc. and Subsidiaries, which comprise the consolidated statements of financial position as at December 31, 2009 and 2008, and the consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for each of the three years in the period ended December 31, 2009, and a summary of significant accounting policies and other explanatory notes. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Philippine Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Philippine Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Cebu Holdings, Inc. and Subsidiaries as of December 31, 2009 and 2008, and their financial performance and their cash flows for each of the three years in the period ended December 31, 2009 in accordance with Philippine Financial Reporting Standards. SYCIP GORRES VELAYO & CO. Davee M. Zuñiga Partner CPA Certificate No. 88990 SEC Accreditation No. 0665-A Tax Identification No. 160-302-953 PTR No. 9681205, January 4, 2010, Cebu City February 26, 2010 Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 103 103 Cebu Holdings, Inc. and Subsidiaries Consolidated Statements of Financial Position (Amounts in Thousands, except for Par Value, Authorized and Issued Shares) CEBU HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Amounts in Thousands, except for Par Value, Authorized and Issued Shares) 2009 December 31 2008 P = 667,583 237,510 230,275 321,447 357,864 24,852 1,839,531 P = 750,589 84,163 203,534 141,335 357,864 30,108 1,567,593 158,384 9,540 656,579 34,065 278,107 2,708,218 88,792 3,933,685 P = 5,773,216 66,813 7,910 888,868 46,594 293,962 2,642,628 144,215 4,090,990 P = 5,658,583 Current Liabilities Accounts and other payables (Notes 13, 16, 21 and 24) Customers‟ deposits (Notes 15 and 24) Income tax payable Current portion of long-term debt (Notes 14 and 24) Total Current Liabilities P = 738,025 221,999 25,853 110,000 1,095,877 P = 777,898 197,839 8,785 55,000 1,039,522 Noncurrent Liabilities Customers‟ deposits and deferred credits (Notes 15 and 24) Deferred tax liabilities - net (Note 22) Long-term debt - net of current portion (Notes 14 and 24) Total Noncurrent Liabilities Total Liabilities 48,075 23,733 165,000 236,808 1,332,685 53,521 22,808 275,000 351,329 1,390,851 ASSETS Current Assets Cash and cash equivalents (Notes 4 and 24) Short-term cash investments (Notes 5 and 24) Receivables - net (Notes 6, 16 and 24) Subdivision land for sale and development - at cost (Note 7) Sports club shares for sale - at cost Other current assets (Note 8) Total Current Assets Noncurrent Assets Noncurrent portion of receivables - net (Notes 6 and 24) Deferred tax assets (Note 22) Land and improvements - at cost (Note 7) Property and equipment - net (Note 9) Investments in associates (Note 10) Investment properties - net (Note 11) Other noncurrent assets (Note 12) Total Noncurrent Assets LIABILITIES AND EQUITY (Forward) 104 104 Catalyzing Change Equity (Note 25) Equity attributable to equity holders of Cebu Holdings, Inc. Capital stock - P = 1 par value Authorized - 3,000,000,000 shares Issued and outstanding - 1,920,073,623 shares Additional paid-in capital Retained earnings Non-controlling interests Total Equity 2009 December 31 2008 P = 1,920,073 856,685 1,366,590 4,143,348 297,183 4,440,531 P = 5,773,216 P = 1,920,073 856,685 1,198,804 3,975,562 292,170 4,267,732 P = 5,658,583 See accompanying Notes to Consolidated Financial Statements. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 105 105 Cebu Holdings, Inc. and Subsidiaries Consolidated Statements of Income (Amounts in Thousands, except Earnings Per Share) CEBU HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Amounts in Thousands, except Earnings Per Share) Years Ended December 31 2009 2008 2007 REVENUE Real estate (Note 16) Rental income (Notes 11 and 27) Theater income Equity in net earnings of associates (Note 10) Interest and other income (Note 17) P = 413,945 697,950 72,747 19,687 83,955 1,288,284 P = 738,357 594,802 66,542 14,909 85,421 1,500,031 P = 589,301 530,345 66,579 23,695 71,825 1,281,745 671,029 161,732 22,060 854,821 713,951 161,582 11,164 886,697 720,022 146,536 37,175 903,733 INCOME BEFORE INCOME TAX 433,463 613,334 378,012 PROVISION FOR INCOME TAX (Note 22) 103,920 172,041 85,262 P = 329,543 P = 441,293 P = 292,750 P = 302,192 27,351 P = 329,543 P = 399,479 41,814 P = 441,293 P = 251,775 40,975 P = 292,750 P = 0.16 P = 0.21 P = 0.13 COSTS AND EXPENSES Real estate, rental and theater expenses (Note 18) General and administrative (Notes 16, 19 and 21) Interest and other charges (Notes 14, 15 and 20) NET INCOME Net Income Attributable to: Equity holders of Cebu Holdings, Inc. Non-controlling interests Basic/Diluted Earnings Per Share (Note 23) See accompanying Notes to Consolidated Financial Statements. 106 106 Catalyzing Change Cebu Holdings, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Amounts in Thousands) CEBU HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Amounts in Thousands) Years Ended December 31 2009 2007 2008 NET INCOME FOR THE PERIOD P = 329,543 P = 441,293 P = 292,750 OTHER COMPREHENSIVE INCOME − − − TOTAL COMPREHENSIVE INCOME P = 329,543 P = 441,293 P = 292,750 P = 302,192 27,351 P = 329,543 P = 399,479 41,814 P = 441,293 P = 251,775 40,975 P = 292,750 Total Comprehensive Income Attributable to: Equity holders of Cebu Holdings, Inc. Non-controlling interests See accompanying Notes to Consolidated Financial Statements. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 107 107 Cebu Holdings, Inc. and Subsidiaries Consolidated Statements of Changes in Equity (Amounts in Thousands, except Cash Dividends Per Share) CEBU HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Amounts in Thousands, except Cash Dividends Per Share) Years Ended December 31 2009 2007 2008 ATTRIBUTABLE TO EQUITY HOLDERS OF CEBU HOLDINGS, INC. Capital Stock (Note 25) Additional Paid-in Capital (Note 25) Retained Earnings (Note 25) At beginning of year Net income Cash dividends - P = 0.07 per share in 2009 and 2008 and P = 0.05 per share in 2007 At end of year NON-CONTROLLING INTERESTS At beginning of year Net income Dividends paid to non-controlling interest At end of year See accompanying Notes to Consolidated Financial Statements. 108 108 Catalyzing Change P = 1,920,073 P = 1,920,073 P = 1,920,073 856,685 856,685 856,685 1,198,804 302,192 933,731 399,479 777,960 251,775 (134,406) 1,366,590 4,143,348 (134,406) 1,198,804 3,975,562 (96,004) 933,731 3,710,489 292,170 27,351 (22,338) 297,183 P = 4,440,531 272,694 41,814 (22,338) 292,170 P = 4,267,732 254,043 40,975 (22,324) 272,694 P = 3,983,183 Cebu Holdings, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Amounts in Thousands) CEBU HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in Thousands) Years Ended December 31 2009 2008 2007 CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation and amortization (Notes 9, 11, 18 and 19) Interest income (Note 17) Equity in net earnings of associates (Note 10) Interest expense (Note 20) Foreign exchange losses (gains) (Note 17) Gain on redemption of investments in an associate (Note 10) Loss (gain) on disposal of property and equipment Operating income before working capital changes Decrease (increase) in: Receivables Subdivision land for sale and development Sports club shares for sale Other current assets Increase (decrease) in: Accounts and other payables Customers‟ deposits and deferred credits Net cash generated from operations Interest received Interest paid Income taxes paid Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Additions to short-term cash investments Acquisitions of: Investment properties (Note 11) Property and equipment (Note 9) Decrease (increase) in: Land and improvements Other noncurrent assets Investments in associates Proceeds from sale of property and equipment Proceeds from redemption of investments in an associate Cash of deconsolidated subsidiary Net cash used in investing activities P = 433,463 135,801 (51,648) (19,687) 17,647 4,292 − P = 613,334 117,193 (65,993) (14,909) 11,164 (8,536) − P = 378,012 101,501 (62,966) (23,695) 22,232 14,943 (3,335) − 519,868 (301) 651,952 3,451 430,143 (68,918) 52,177 − 5,256 17,784 212,986 1,686 39,725 62,137 132,886 1,124 (34,631) (39,922) 14,121 482,582 37,796 (16,689) (87,767) 415,922 39,533 17,409 981,075 49,725 (21,774) (162,952) 846,074 240,449 85,716 917,824 37,058 (17,634) (40,277) 896,971 (153,347) (84,163) (186,233) (5,200) (93,954) (480,560) (296,491) (149,122) – 55,633 − 6,255 (52,208) 63,035 (173,750) 454 (39,999) (89,744) − − − − (282,892) − (6,250) (827,396) 70,038 − (505,318) − (Forward) Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 109 109 Years Ended December 31 2009 2008 2007 CASH FLOWS FROM FINANCING ACTIVITIES Payments of: Bank loans Long-term debt Availment of long-term debt Dividends paid to: Non-controlling interests Equity holders of Cebu Holdings, Inc. Decrease in amounts due to related parties Net cash used in financing activities (22,338) (134,406) − (211,744) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (4,292) P =− − − (22,338) (134,406) (24,648) (181,392) 8,536 (P = 180,000) (19,995) 330,000 (22,324) (96,004) (15,747) (4,070) (14,943) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (83,006) (154,178) 372,640 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR (Note 4) 750,589 904,767 532,127 CASH AND CASH EQUIVALENTS AT END OF YEAR (Note 4) P = 667,583 P = 750,589 P = 904,767 See accompanying Notes to Consolidated Financial Statements. 110 110 P =− (55,000) − Catalyzing Change Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements CEBU HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Group Information Cebu Holdings, Inc. (the Parent Company) was incorporated in the Republic of the Philippines on November 29, 1988 and is engaged in real estate development, sale of subdivided land, residential and office condominium units, sports club shares, and lease of commercial spaces. The registered office address of the Parent Company is at 7th Floor, Cebu Holdings Center, Cebu Business Park, Cebu City. Cebu Property Ventures and Development Corporation (CPVDC), a subsidiary, is engaged in real estate development and sale of subdivision land and residential units. The registered office address of the Company is at 7th Floor, Cebu Holdings Center, Cebu Business Park, Cebu City. Asian I-Office Properties, Inc. (AiO) is 40%-owned by CPVDC starting in 2008 and 100%-owned in 2007. Its purpose is to engage in all aspects of real estate development and in leasing of corporate spaces. The registered office address of AiO is at 7th Floor, Cebu Holdings Center, Cebu Business Park, Cebu City, Philippines. AiO was incorporated on September 24, 2007 and has commenced its operations in May 2009. Cebu Leisure Company, Inc. (CLCI), a subsidiary, is engaged in subleasing of commercial spaces, food courts and entertainment facilities. The registered office address of CLCI is at Basement II, Ayala Center Cebu, Cebu Business Park, Cebu City. CBP Theatre Management Company, Inc. (CBP Theatre), a subsidiary, was registered with the Securities and Exchange Commission to engage in all aspects of the theatrical and cinematographic entertainment business, including theatre management and other related undertakings. CBP Theatre has not yet started its operations. The consolidated financial statements of Cebu Holdings, Inc. and Subsidiaries (the Group) as of December 31, 2009 and 2008 and for each of the three years in the period ended December 31, 2009 were endorsed for approval by the Audit Committee on February 12, 2010 and were authorized for issue by the Executive Committee of the Board of Directors (BOD) on February 26, 2010. 2. Summary of Significant Accounting Policies Basis of Preparation The accompanying consolidated financial statements of the Group have been prepared on a historical cost basis. The consolidated financial statements are presented in Philippine Peso, and all values are rounded to the nearest thousand (P = 000) except when otherwise indicated. The Group‟s functional currency is Philippine Peso. Statement of Compliance The consolidated financial statements of the Group have been prepared in compliance with Philippine Financial Reporting Standards (PFRS). Basis of Consolidation The consolidated financial statements comprise the financial statements of the Parent Company and the following wholly-owned and majority-owned subsidiaries (the Group) as of December 31, 2009 and 2008 and for each of the three years in the period ended December 31, 2009. Effective Percentages of Ownership 2009 Cebu Leisure Company, Inc. (CLCI) CBP Theatre Management Company, Inc. (CBP Theatre) Cebu Property Ventures & Development Corporation (CPVDC) 100% 100 76 2008 100% 100 76 Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 111 111 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements The financial statements of the subsidiaries are prepared for the same reporting year as the Parent Company, using consistent accounting policies. All inter-company balances and transactions, including income, expenses and dividends, are eliminated in full. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date such control ceases. Due to the change in CPVDC‟s interest in AiO from 100% in 2007 to 40% in 2008, the Group deconsolidated its former subsidiary in 2008, and accounted for its investment under the equity method of accounting. The excess of the Parent Company‟s cost of investment in CPVDC over its proportionate share in the underlying net assets at date of acquisition was identified to, and thus allocated to “Subdivision land for sale” and “Land and improvements” accounts in the consolidated statement of financial position. The purchase premium is amortized in proportion to the area of lots (in square meters) sold by CPVDC. Non-controlling interests represent the portion of profit or loss and net assets in CPVDC not held by the Parent Company and are presented separately in the consolidated statement of income, consolidated statement of comprehensive income, consolidated statement of changes in equity and within equity in the consolidated statement of financial position, separately from the equity attributable to the Parent Company. Changes in Accounting Policies and Disclosures The accounting policies adopted are consistent with those of the previous financial year except for the following new and amended Philippine Financial Reporting Standards (PFRSs) and Philippine Interpretations which were adopted as of January 1, 2009. New Standards and Interpretations PAS 1, Presentation of Financial Statements effective January 1, 2009 PAS 23, Borrowing Costs (Revised) effective January 1, 2009 PFRS 8, Operating Segments effective January 1, 2009 Amendments to Standards PFRS 1 and PAS 27 Amendments - Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate effective January 1, 2009 PFRS 7 Amendments - Improving Disclosures about Financial Instruments effective January 1, 2009 Philippine Interpretation IFRIC 9 and PAS 39 Amendments, Embedded Derivatives effective June 30, 2009 Improvements to PFRSs, with respect to the amendment to the Appendix to PAS 18, Revenue Standards or interpretations that have been adopted and that are deemed to have an impact on the consolidated financial statements or performance of the Group are described below: New Standards and Interpretations PFRS 8, Operating Segments PFRS 8 replaced PAS 14, Segment Reporting, and adopts a full management approach to identifying, measuring and disclosing the results of an entity‟s operating segments. The Group concluded that the operating segments determined in accordance with PFRS 8 are the same as the business segments previously identified under PAS 14. PFRS 8 disclosures are shown in Note 26. PAS 1, Presentation of Financial Statements The revised standard separates owner and non-owner changes in equity. The consolidated statement of changes in equity includes only details of transactions with owners, with non-owner changes in equity presented in a reconciliation of each component of equity. In addition, the standard introduces the consolidated statement of comprehensive income: it presents all items of recognized income and expense, either in one single statement, or in two linked statements. The Group has elected to present two linked statements. 112 112 Catalyzing Change Amendments to Standards PFRS 1 and PAS 27 Amendments - Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate The amendments to PFRS 1, First-time Adoption of PFRS, allowed an entity to determine the „cost‟ of investments in subsidiaries, jointly controlled entities or associates in its opening PFRS consolidated financial statements in accordance with PAS 27, Consolidated and Separate Financial Statements, or using a deemed cost method. The amendment to PAS 27 required all dividends from a subsidiary, jointly controlled entity or associate to be recognized in the consolidated statement of income in the separate financial statement. The revision to PAS 27 was applied prospectively. The new requirement affects only the parent‟s separate financial statement and does not have an impact on the consolidated financial statements. PFRS 7 Amendments - Improving Disclosures about Financial Instruments The amendments to PFRS 7, Financial Instruments: Disclosures, require additional disclosures about fair value measurement and liquidity risk. Fair value measurements related to items recorded at fair value are to be disclosed by source of inputs using a three level fair value hierarchy, by class, for all financial instruments recognized at fair value. In addition, a reconciliation between the beginning and ending balance for level 3 fair value measurements is now required, as well as significant transfers between levels in the fair value hierarchy. The amendments also clarify the requirements for liquidity risk disclosures with respect to derivative transactions and financial assets used for liquidity management. The fair value measurement disclosures did not have any impact on the financial position or performance of the Group since the Group does not have financial instruments carried at fair value. The liquidity risk disclosures are not significantly impacted by the amendments and are presented in Note 24. Improvements to PFRSs The omnibus amendments to PFRSs issued in 2009 were issued primarily with a view to removing inconsistencies and clarifying wording. There are separate transitional provisions for each standard. The adoption of the following amendments resulted in changes in accounting policies but did not have any impact on the financial position or performance of the Group. PAS 18, Revenue: The amendment adds guidance (which accompanies the standard) to determine whether an entity is acting as a principal or as an agent. The features to consider are whether the entity: - Has primary responsibility for providing the goods or service Has inventory risk Has discretion in establishing prices Bears the credit risk The Group has assessed its revenue arrangements against these criteria and concluded that it is acting as principal in all arrangements. The revenue recognition policy has been updated accordingly. Standards Issued but not yet Effective The Group will adopt the following standards and Philippine Interpretations enumerated below when these become effective. Except as otherwise indicated, the Group does not expect the adoption of these new and amended PFRS and Philippine Interpretations to have significant impact on the consolidated financial statements. New Standards and Interpretations PFRS 3, Business Combinations (Revised) and PAS 27, Consolidated and Separate Financial Statements (Amended) The revised standards are effective for annual periods beginning on or after July 1, 2009. PFRS 3 (Revised) introduces significant changes in the accounting for business combinations occurring after this date. Changes affect the valuation of non-controlling interest, the accounting for transaction costs, the initial recognition and subsequent measurement of a contingent consideration and business combinations achieved in stages. These changes will impact the amount of goodwill recognized, the reported results in the period that an acquisition occurs and future reported results. PAS 27 (Amended) requires that a change in the Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 113 113 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements ownership interest of a subsidiary (without loss of control) is accounted for as a transaction with owners in their capacity as owners. Therefore, such transactions will no longer give rise to goodwill, nor will it give rise to a gain or loss. Furthermore, the amended standard changes the accounting for losses incurred by the subsidiary as well as the loss of control of a subsidiary. The changes by PFRS 3 (Revised) and PAS 27 (Amended) will affect future acquisitions or loss of control of subsidiaries and transactions with noncontrolling interests. PFRS 3 (Revised) will be applied prospectively while PAS 27 (Amended) will be applied retrospectively with few exceptions. The changes will affect the Group‟s future acquisitions and transactions with non-controlling interests. Philippine Interpretation IFRIC 15, Agreement for Construction of Real Estate This Interpretation, effective for annual periods beginning on or after January 1, 2012, covers accounting for revenue and associated expenses by entities that undertake the construction of real estate directly or through subcontractors. The Interpretation requires that revenue on construction of real estate be recognized only upon completion, except when such contract qualifies as construction contract to be accounted for under PAS 11, Construction Contracts, or involves rendering of services in which case revenue is recognized based on stage of completion. Contracts involving provision of services with the construction materials and where the risks and reward of ownership are transferred to the buyer on a continuous basis will also be accounted for based on stage of completion. The adoption of this Philippine Interpretation will be accounted for retrospectively, and will result to restatement of prior period consolidated financial statements. The adoption of this Philippine Interpretation may significantly affect the determination of the revenue from real estate sales and the corresponding costs, and the related trade receivables, deferred tax liabilities and retained earnings accounts. The Group is in the process of quantifying the impact of adoption of this Interpretation and will disclose the impact when it becomes effective in 2012. Philippine Interpretation IFRIC 17, Distributions of Non-Cash Assets to Owners This Interpretation is effective for annual periods beginning on or after July 1, 2009 with early application permitted. It provides guidance on how to account for non-cash distributions to owners. The interpretation clarifies when to recognize a liability, how to measure it and the associated assets, and when to derecognize the asset and liability. The Group does not expect the Interpretation to have an impact on the consolidated financial statements as the Group has not made non-cash distributions to shareholders in the past. Amendments to Standards PAS 39 Amendment - Eligible Hedged Items The amendment to PAS 39, Financial Instruments: Recognition and Measurement, effective for annual periods beginning on or after July 1, 2009, clarifies that an entity is permitted to designate a portion of the fair value changes or cash flow variability of a financial instrument as a hedged item. This also covers the designation of inflation as a hedged risk or portion in particular situations. The Group has concluded that the amendment will have no impact on the consolidated financial position or performance of the Group, as the Group has not entered into any such hedges. PFRS 2 Amendments - Group Cash-settled Share-based Payment Transactions The amendments to PFRS 2, Share-based Payments, effective for annual periods beginning on or after January 1, 2010, clarify the scope and the accounting for group cash-settled share-based payment transactions. The Group has concluded that the amendment will have no impact on the consolidated financial position or performance of the Group as the Group has not entered into any such share-based payment transactions. Improvements to PFRSs 2009 The omnibus amendments to PFRSs issued in 2009 were issued primarily with a view to removing inconsistencies and clarifying wording. The amendments are effective for annual periods financial years January 1, 2010 except otherwise stated. The Group has not yet adopted the following amendments and anticipates that these changes will have no material effect on the consolidated financial statements. 114 114 Catalyzing Change PFRS 2, Share-based Payment: clarifies that the contribution of a business on formation of a joint venture and combinations under common control are not within the scope of PFRS 2 even though they are out of scope of PFRS 3, Business Combinations (Revised). The amendment is effective for financial years on or after July 1, 2009. PFRS 5, Noncurrent Assets Held for Sale and Discontinued Operations: clarifies that the disclosures required in respect of noncurrent assets and disposal groups classified as held for sale or discontinued operations are only those set out in PFRS 5. The disclosure requirements of other PFRSs only apply if specifically required for such noncurrent assets or discontinued operations. PFRS 8, Operating Segment Information: clarifies that segment assets and liabilities need only be reported when those assets and liabilities are included in measures that are used by the chief operating decision maker. PAS 1, Presentation of Financial Statements: clarifies that the terms of a liability that could result, at anytime, in its settlement by the issuance of equity instruments at the option of the counterparty do not affect its classification. PAS 7, Statement of Cash Flows: explicitly states that only expenditure that results in a recognized asset can be classified as a cash flow from investing activities. PAS 17, Leases: removes the specific guidance on classifying land as a lease. Prior to the amendment, leases of land were classified as operating leases. The amendment now requires that leases of land are classified as either „finance‟ or „operating‟ in accordance with the general principles of PAS 17. The amendments will be applied retrospectively. PAS 36, Impairment of Assets: clarifies that the largest unit permitted for allocating goodwill, acquired in a business combination, is the operating segment as defined in PFRS 8 before aggregation for reporting purposes. PAS 38, Intangible Assets: clarifies that if an intangible asset acquired in a business combination is identifiable only with another intangible asset, the acquirer may recognize the group of intangible assets as a single asset provided the individual assets have similar useful lives. Also clarifies that the valuation techniques presented for determining the fair value of intangible assets acquired in a business combination that are not traded in active markets are only examples and are not restrictive on the methods that can be used. PAS 39, Financial Instruments: Recognition and Measurement: clarifies the following: o o o that a prepayment option is considered closely related to the host contract when the exercise price of a prepayment option reimburses the lender up to the approximate present value of lost interest for the remaining term of the host contract. that the scope exemption for contracts between an acquirer and a vendor in a business combination to buy or sell an acquiree at a future date applies only to binding forward contracts, and not derivative contracts where further actions by either party are still to be taken. that gains or losses on cash flow hedges of a forecast transaction that subsequently results in the recognition of a financial instrument or on cash flow hedges of recognized financial instruments should be reclassified in the period that the hedged forecast cash flows affect profit or loss. Philippine Interpretation IFRIC 9, Reassessment of Embedded Derivatives: clarifies that it does not apply to possible reassessment at the date of acquisition, to embedded derivatives in contracts acquired in a business combination between entities or businesses under common control or the formation of joint venture. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 115 115 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements Philippine Interpretation IFRIC 16, Hedge of a Net Investment in a Foreign Operation: states that, in a hedge of a net investment in a foreign operation, qualifying hedging instruments may be held by any entity or entities within the group, including the foreign operation itself, as long as the designation, documentation and effectiveness requirements of PAS 39 that relate to a net investment hedge are satisfied. Except as otherwise indicated, the Group does not expect the adoption of these new standards and interpretations to have a significant impact on its consolidated financial statements. Cash and Cash Equivalents and Short-term Cash Investments Cash includes cash on hand and in banks. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amount of cash with original maturities of three months or less from date of placement and that are subject to an insignificant risk of changes in value. Cash investments with original maturities beyond three months are classified as short-term cash investments. Financial Assets and Financial Liabilities Date of recognition The Group recognizes a financial asset or a financial liability in the consolidated statement of financial position when it becomes a party to the contractual provisions of the instrument. In the case of a regular way purchase or sale of financial assets, recognition and derecognition, as applicable, is done using the settlement date accounting. Initial recognition Financial assets and financial liabilities are recognized initially at fair value. Transaction costs are included in the initial measurement of all financial assets and liabilities, except for financial instruments measured at fair value through profit or loss (FVPL). Financial assets within the scope of PAS 39 are classified as either financial assets at FVPL, loans and receivables, held-to-maturity financial assets, or available-for-sale (AFS) financial assets, as appropriate. Financial liabilities are classified as either financial liabilities at FVPL or other financial liabilities. The Group‟s financial assets and financial liabilities are of the nature of loans and receivables and other financial liabilities, respectively. Determination of fair value The fair value for financial instruments traded in active markets at the reporting date is based on their quoted market price or dealer price quotations (bid price for long positions and ask price for short positions), without any deduction for transaction costs. When current bid and asking prices are not available, the price of the most recent transaction provides evidence of the current fair value as long as there has not been a significant change in economic circumstances since the time of the transaction. For all other financial instruments not listed in an active market, the fair value is determined by using appropriate valuation techniques. Valuation techniques include net present value techniques, comparison to similar instruments for which market observable prices exist, options pricing models, and other relevant valuation models. Day 1 profit Where the transaction price in a non-active market is different to the fair value from other observable current market transactions in the same instrument or based on a valuation technique whose variables include only data from observable market, the Group recognizes the difference between the transaction price and fair value (a Day 1 profit) in the consolidated statement of income unless it qualifies for recognition as some other type of asset. In cases where variables used are made of data which is not observable, the difference between the transaction price and model value is only recognized in the consolidated statement of income when the inputs become observable or when the instrument is derecognized. For each transaction, the Group determines the appropriate method of recognizing the „Day 1‟ profit amount. 116 116 Catalyzing Change Loans and receivables Loans and receivables are nonderivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortized cost using the effective interest rate method. They are not entered into with the intention of immediate or short-term resale and are not designated as AFS financial assets or financial assets at FVPL. This accounting policy relates to the consolidated statement of financial position captions “Cash and cash equivalents”, “Short-term cash investments” and “Receivables”. After initial measurement, the loans and receivables are subsequently measured at amortized cost using the effective interest rate method, less allowance for impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees that are an integral part of the effective interest rate. The amortization is included in the “Interest and other income” account in the consolidated statement of income. The losses arising from impairment of such loans and receivables are recognized in the consolidated statement of income. Other financial liabilities Other financial liabilities are financial liabilities not designated at FVPL where the substance of the contractual arrangement results in the Group having an obligation either to deliver cash or another financial asset to the holder, or to satisfy the obligation other than by the exchange of a fixed amount of cash. After initial measurement, other financial liabilities are subsequently measured at amortized cost using the effective interest rate method. Amortized cost is calculated by taking into account any discount or premium on the issue and fees that are an integral part of the effective interest rate. This accounting policy applies primarily to the Group‟s accounts and other payables, long-term debt and other obligations that meet the above definition (other than liabilities covered by other accounting standards, such as income tax payable). Derivative Financial Instruments Derivative instruments (including bifurcated embedded derivatives) are initially recognized at fair value on the date in which a derivative transaction is entered into or bifurcated, and are subsequently re-measured at fair value. Changes in fair value of derivative instruments not accounted for as hedges are recognized immediately in the consolidated statement of income. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. Derivative financial instruments also include bifurcated embedded derivatives. An embedded derivative is separated from the hybrid or combined contract if all the following conditions are met: (a) the economic characteristics and risks of the embedded derivative are not clearly and closely related to the economic characteristics and risks of the host contract; (b) a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and (c) the hybrid instrument is not recognized at FVPL. The Group assesses whether embedded derivatives are required to be separated from the host contracts when the Group first becomes a party to the contract. Reassessment of embedded derivatives is only done when there are changes in the contract that significantly modifies the contractual cash flows. Where derivatives are designated as effective hedging instruments, provisions of hedge accounting apply. Any gains or losses arising from changes in fair value on derivatives that do not qualify for hedge accounting are taken directly to net profit or loss for the year. The Group has no derivatives as of December 31, 2009 and 2008. Customers‟ Deposits Customers‟ deposits are measured initially at fair value. The difference between the cash received and the fair value of customers‟ deposits is recognized as deferred credits (included in “Customers‟ deposit and deferred credits” in the consolidated statement of financial position) and amortized using the straight-line method under the “Rental income” account in the consolidated statement of income. After initial recognition, customers‟ deposits are subsequently measured at amortized cost using effective interest rate method. Accretion of discount is recognized under “Interest expense” in the consolidated statement of income. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 117 117 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements Derecognition of Financial Assets and Financial Liabilities Financial asset A financial asset (or, where applicable, a part of a group of financial assets) is derecognized when: (a) the right to receive cash flows from the assets have expired; (b) the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third-party under a “pass-through” arrangement; or (c) the Group has transferred its right to receive cash flows from the asset and either (i) has transferred substantially all the risks and rewards of the asset, or (ii) has neither transferred nor retained the risks and rewards of the asset but has transferred control of the asset. Where the Group has transferred its right to receive cash flows from an asset or has entered into a passthrough arrangement, and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the Group‟s continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay. Financial liability A financial liability is derecognized when the obligation under the liability is discharged, cancelled or has expired. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in the consolidated statement of income. Impairment of Financial Assets The Group assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (an incurred „loss event‟) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the borrower or a group of borrowers is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and where observable data indicate that there is measurable decrease in the estimated future cash flows, such as changes in economic conditions that correlate with defaults. Loans and receivables For loans and receivables carried at amortized cost, the Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses for impairment. Those characteristics are relevant to the estimation of future cash flows for groups of such assets by being indicative of the debtors‟ ability to pay all amounts due according to the contractual terms of the assets being evaluated. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognized are not included in a collective assessment for impairment. If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the asset‟s carrying amount and the present value of the estimated future cash flows (excluding future credit losses that have not been incurred). The carrying amount of the asset is reduced through use of an allowance account and the amount of loss is charged to the consolidated statement of income. Interest income continues to be recognized based on the original effective interest rate of the asset. Loans and receivables, together with the associated allowance accounts, are written off when there is no realistic prospect of future recovery. If, in a subsequent year, the amount of the estimated impairment loss decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed. Any subsequent reversal of an impairment loss is recognized in consolidated statement of income, to the extent that the carrying value of the asset does not exceed its amortized cost at the reversal date. For the purpose of a collective evaluation of impairment, financial assets are grouped on the basis of such credit risk characteristics as customer type, customer location, credit history, past-due status and term. 118 118 Catalyzing Change Future cash flows in a group of financial assets that are collectively evaluated for impairment are estimated on the basis of historical loss experience for assets with credit risk characteristics similar to those in the group. Historical loss experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect the period on which the historical loss experience is based and to remove the effects of conditions in the historical period that do not exist currently. The methodology and assumptions used for estimating future cash flows are reviewed regularly by the Group to reduce any differences between loss estimates and actual loss experience. Offsetting Financial Instruments Financial assets and financial liabilities are offset and the net amount reported in the consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, and the related assets and liabilities are presented gross in the consolidated statement of financial position. Subdivision Land for Sale Subdivision land for sale is valued at the lower of cost or net realizable value (NRV). NRV is the estimated selling price in the ordinary course of business, less estimated costs to complete and sell. Cost includes those incurred for the acquisition and development of the properties and is measured using the average cost method. Sports Club Shares for Sale These are assets held for sale in the ordinary course of business. Sports club shares for sale are valued at the lower of cost or NRV. Cost comprise of acquisition, development and improvement of the sports club facilities while NRV is the selling price in the ordinary course of business, less estimated cost to sell. Cost is determined using the average cost method. Land and Improvements Land and improvements consist of properties acquired exclusively for future development and are carried at the lower of aggregate cost or NRV. Cost includes those incurred for the acquisition, start-up development and improvement of the properties. NRV is the estimated selling price in the ordinary course of business, less estimated costs to complete and sell. Cost is measured using the average cost method. Property and Equipment Property and equipment are carried at cost less accumulated depreciation and amortization and any impairment in value. The initial cost of property and equipment comprises its purchase price and any directly attributable costs of bringing the property and equipment to its intended location and working condition, including borrowing costs. Construction-in-progress is stated at cost. This includes cost of construction, equipment and other direct costs. Construction-in-progress is not depreciated until such time that the relevant assets are available for their intended use. Major repairs are capitalized as property and equipment only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the items can be measured reliably. All other repairs and maintenance are charged against current operations as incurred. Depreciation and amortization of assets commence once the property and equipment are available for their intended use and is computed on a straight-line basis over the estimated useful lives of the property and equipment as follows: Years 40 3 - 10 3-5 Office condominium and improvements Furniture, fixtures and equipment Transportation equipment The useful lives and depreciation and amortization method are reviewed periodically to ensure that the period and method of depreciation and amortization are consistent with the expected pattern of economic benefits from items of property and equipment. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 119 119 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements When assets are retired or otherwise disposed of, the cost of the related accumulated depreciation and amortization and accumulated provision for impairment losses, if any, are removed from the accounts and any resulting gain or loss is credited or charged against current operations. Investment in Associates Investment in associates is accounted for under the equity method of accounting. An associate is an entity in which the Group has significant influence. Under the equity method, the investment in associates is carried in the consolidated statement of financial position at cost plus post-acquisition changes in the Group‟s share in the net assets of the investee companies. The consolidated statement of income includes the Group‟s share in the results of the operations of the associate. Profit and losses resulting from transactions between the Group and the associate are eliminated to the extent of the interest in the associate. The reporting date of the associates and the Group are identical and the associates‟ accounting policies conform to those used by the Group for like transactions and events in similar circumstances. Investment Properties Investment properties consist of properties that are held to earn rentals and for capital appreciation or both. Investment properties, except for land, are carried at cost less accumulated depreciation and amortization and any impairment in value. Land is carried at cost less any impairment in value. The initial cost of investment properties consists of any directly attributable costs of bringing the investment properties to its intended location and working condition, including borrowing costs. Depreciation and amortization is computed using the straight-line method over its useful life. The estimated lives of investment properties under buildings and improvements are 5 - 40 years. Construction-in-progress is stated at cost. This includes cost of construction, equipment and other direct costs. Construction-in-progress is not depreciated until such time that the relevant assets are available for their intended use. Investment properties are derecognized when either they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of investment properties are recognized in the consolidated statement of income in the year of retirement or disposal. Transfers are made to investment properties when, and only when, there is a change in use, evidenced by ending of owner-occupation, commencement of an operating lease to another party or ending of construction or development. Transfers are made from investment properties when, and only when, there is a change in use, evidenced by commencement of owner-occupation or commencement of development with a view to sale. Transfers between investment property, owner-occupied properties and inventories do not change the carrying amount of the property transferred and they do not change the cost of that property for measurement or disclosure purposes. 120 120 Catalyzing Change Impairment of Nonfinancial Assets Investment properties and property and equipment The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset‟s recoverable amount. An asset‟s recoverable amount is the higher of an asset‟s or cash-generating unit‟s fair value less costs to sell and its value in use, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses of continuing operations are recognized in the consolidated statement of income in those expense categories consistent with the function of the impaired asset. An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset‟s recoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation and amortization, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the consolidated statement of income unless the asset is carried at revalued amount, in which case, the reversal is treated as a revaluation increase. After such reversal the depreciation charge is adjusted in future periods to allocate the asset‟s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. Investments in associates After application of the equity method, the Group determines whether it is necessary to recognize any additional impairment loss with respect to the Group‟s net investment in the investee companies. The Group determines at each reporting date whether there is any objective evidence that the investment in associates is impaired. If this is the case, the Group calculates the amount of impairment as being the difference between the fair value of the investee company and the carrying value, and recognizes the amount in the consolidated statement of income. Borrowing Costs Borrowing costs are generally expensed as incurred. Interest and other financing costs incurred during the construction period on borrowings used to finance property development are capitalized as part of development costs of the specific asset (included in “Subdivision land for sale”, “Investment properties” and “Property and equipment” accounts in the consolidated statement of financial position). Capitalization of borrowing costs commences when the activities to prepare the asset are in progress, and expenditures and borrowing costs are being incurred. Capitalization of borrowing costs ceases when substantially all the activities necessary to prepare the asset for its intended use or sale are complete. If the carrying amount of the asset exceeds its recoverable amount, an impairment loss is recorded. Capitalized borrowing cost is based on applicable weighted average borrowing rate. Provisions Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of the provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a borrowing cost. Provisions are reviewed at each reporting date and adjusted to reflect the current best estimates. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 121 121 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements Interest in Joint Venture For joint ventures, the Group accounts for its transactions under jointly-controlled operations. The Group recognizes its own assets that it controls and the liabilities that it incurs; and the expenses that it incurs and its share of the income that it earns from the sale by the joint venture. Leases The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at inception date whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset. A reassessment is made after inception of the lease only if one of the following applies: (a) There is a change in contractual terms, other than a renewal or extension of the arrangement; (b) A renewal option is exercised or extension granted, unless the term of the renewal or extension was initially included in the lease term; (c) There is a change in the determination of whether fulfillment is dependent on a specified asset; or (d) There is substantial change to the asset. Where a reassessment is made, lease accounting shall commence or cease from the date when the change in circumstances gave rise to the reassessment for scenarios (a), (c), or (d) and at the date of renewal or extension period for scenario (b). Group as lessor Leases where the Group does not transfer substantially all the risk and benefits of ownership of the assets are classified as operating leases. Lease payments received are recognized as an income in the consolidated statement of income on a straight-line basis over the lease term. Initial direct costs incurred in negotiating operating leases are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as the rental income. Contingent rents are recognized as revenue in the period in which they are earned. Revenue and Cost Recognition Real estate sales Revenue from sales of completed subdivision land and sports club shares are accounted for under the full accrual method. The percentage of completion method is used to recognize revenue from sales of projects where the Group have material obligations under the sales contract to complete the project after the property is sold. Under this method, revenue is recognized as the related obligations are fulfilled, measured principally on the basis of the estimated completion of a physical proportion of the contract work. Any excess of collections over the recognized receivables are included in the “Accounts and other payables” account in the liabilities section of the consolidated statement of financial position. When a sale of real estate does not meet the requirements for revenue recognition, the sale is accounted for under the deposit method. Under this method, revenue is not recognized, and the receivable from the buyer is not recorded. Cash received is recognized under “Customers‟ deposits” account in the consolidated statement of financial position. Cost of real estate sales include land and development costs. Expected losses are recognized immediately when it is probable that the cost will exceed the related contract price. Revisions in estimated costs are accounted for starting in the year the change is made. Commissions for pre-completed real estate units are deferred and are charged to expense when the related revenue is recognized. Rental income Rental income from non-cancellable and cancellable leases are recognized in the consolidated statement of income on a straight-line basis and the terms of the lease, respectively, or based on a certain percentage of the gross revenue of the tenants, as provided for under the terms of the lease contract. Interest income Interest income is recognized as it accrues (using the effective interest method that is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial assets). 122 122 Catalyzing Change Theater and Service income Theater and service income is recognized when the related services are rendered. Pension Cost Pension cost is actuarially determined using the projected unit credit method. This method reflects services rendered by employees up to the date of valuation and incorporates assumptions concerning employees‟ projected salaries. Actuarial valuations are conducted with sufficient regularity, with option to accelerate when significant changes to underlying assumptions occur. Pension cost includes current service cost, interest cost, expected return on any plan assets, actuarial gains and losses and the effect of any curtailment or settlement. The liability recognized in the consolidated statement of financial position in respect of the defined benefit pension plan is the present value of the defined benefit obligation at the reporting date less the fair value of the plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using risk-free interest rates of government bonds that have terms to maturity approximating to the terms of the related pension liability. Actuarial gains and losses is recognized as income or expense if the cumulative unrecognized actuarial gains and losses at the end of the previous reporting period exceeded the greater of 10% of the present value of defined benefit obligation or 10% of the fair value of plan assets. These gains and losses are recognized over the expected average remaining working lives of the employees participating in the plans. Income Tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date. Deferred tax is provided, using the liability method, on all temporary differences with certain exceptions, at the reporting date between the tax bases of assets and liabilities and its carrying amounts for financial reporting purposes. Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences and carryforward benefits of unused tax credits from excess of minimum corporate income tax (MCIT) over the regular corporate income tax and unused net operating loss carryover (NOLCO), to the extent that it is probable that taxable income will be available against which the deductible temporary differences and carryforward benefits of unused MCIT and NOLCO can be utilized. Deferred tax liabilities are not provided on nontaxable temporary differences associated with investments in associates. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable income will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted as of reporting date. Deferred tax assets and liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 123 123 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements Foreign Currency Denominated Transactions/Translations The consolidated financial statements are presented in Philippine Peso, which is the Group‟s functional and presentation currency. Each entity in the group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Transactions in foreign currencies are initially recorded using the exchange rate, based on the Philippine Dealing System (PDS) rate, at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are restated using the closing PDS rate prevailing at reporting dates. Exchange gains or losses arising from foreign exchange transactions are credited to or charged against operations for the year. Earnings Per Share (EPS) Basic EPS is computed by dividing net income for the year attributable to common stockholders by the weighted average number of common shares issued and outstanding during the year adjusted for any subsequent stock dividends declared. Diluted EPS is computed by dividing net income for the year by the weighted average number of common shares issued and outstanding during the year after giving effect to assumed conversion of potential common shares, if any. Segment Reporting The Group‟s operating businesses are organized and managed separately according to the nature of the products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. Financial information on business segments is presented in Note 26. Contingencies Contingent liabilities are not recognized in the consolidated financial statements. These are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized in the consolidated financial statements but disclosed when an inflow of economic benefits is probable. Events after the Reporting Period Post year-end events up to the date of auditors‟ report that provide additional information about the Group‟s position at the reporting date (adjusting events) are reflected in the consolidated financial statements. Post year-end events that are not adjusting events are disclosed in the notes to the consolidated financial statements when material. 3. Significant Accounting Judgments and Estimates The preparation of the consolidated financial statements in conformity with PFRS requires management to make judgments and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. The judgments and estimates used in the consolidated financial statements are based upon management‟s evaluation of relevant facts and circumstances as of the date of the consolidated financial statements. Actual results could differ from such estimates. Judgments In the process of applying the Group‟s accounting policies, management has made the following judgments, apart from those involving estimations, which have the most significant effect on the amounts recognized in the consolidated financial statements: Operating lease commitments - Group as lessor The Group has entered into commercial property leases on its investment property portfolio. The Group has determined that it retains all significant risks and rewards of ownership of these properties as the leased item is land and for properties other than land, the Group considered, among others, the length of the lease term as compared with the estimated life of the assets. A number of the Group‟s operating lease contracts are accounted for as non-cancellable operating leases and the rest are cancellable. In determining whether a lease contract is cancellable or not, the Group considered, among others, the significance of the penalty, including economic consequence to the lessee. 124 124 Catalyzing Change Sports club shares for sale Being a real estate developer, the Group determines how these shares shall be accounted for. In determining whether these shares shall be accounted for as inventories or as financial instruments, the Group considers its role in the development of the Club and its intent for holding these shares. The Group classifies such shares as inventories when the Group acted as the developer and its intent is to sell a developed property. Distinction between investment properties and owner-occupied properties The Group determines whether a property qualifies as investment property. In making its judgment, the Group considers whether the property generates cash flows largely independent of the other assets held by an entity. Owner-occupied properties generate cash flows that are attributable not only to property but also to the other assets used in the production or supply process. Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion that is held for use in the production or supply of services or for administrative purposes. If these portions cannot be sold separately as of reporting date, the property is accounted for as investment property only if an insignificant portion is held for use in the supply of services or for administrative purposes. Judgment is applied in determining whether ancillary services are so significant that a property does not qualify as investment property. The Group considers each property separately in making its judgment. Distinction between Land and improvements and Subdivision land for sale The Group determines whether a property will be classified as Subdivision land for sale or Land and improvements. In making this judgment, the Group considers whether the property will be sold in the normal operating cycle (Subdivision land for sale) or whether it will be retained as part of the Group‟s strategic landbanking activities for development or sale in the medium or long-term (Land and improvements). Contingencies The Group is involved in a legal proceeding. The Group currently does not believe this proceeding will have a material effect on the Group‟s financial position. Management‟s Use of Estimates The key assumptions concerning the future and other key sources of estimation and uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are discussed below. Revenue and cost recognition The Group‟s revenue recognition policies require management to make use of estimates and assumptions that may affect the reported amounts of revenues and costs. The Group‟s revenue from real estate is recognized based on the percentage of completion measured principally on the basis of the estimated completion of a physical proportion of the contract work, and by reference to the actual costs incurred to date over the estimated total costs of the project. As of December 31, 2009 and 2008, the outstanding net trade receivable from real estate sales amounted to P = 246.7 million and P = 140.9 million, respectively (see Note 6). Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 125 125 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements Estimating allowance for impairment losses The Group maintains allowance for impairment losses based on the result of the individual and collective assessment under PAS 39. Under the individual assessment, the Group is required to obtain the present value of estimated cash flows using the receivable‟s original effective interest rate. Impairment loss is determined as the difference between the receivables‟ carrying balance and the computed present value. Factors considered in individual assessment are payment history, past due status and term. The collective assessment would require the Group to group its receivables based on the credit risk characteristics (customer type, customer location, credit history, pastdue status and term) of the customers. Impairment loss is then determined based on historical loss experience of the receivables grouped per credit risk profile. Historical loss experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect the period on which the historical loss experience is based and to remove the effects of conditions in the historical period that do not exist currently. The methodology and assumptions used for the individual and collective assessments are based on management‟s judgment and estimate. Therefore, the amount and timing of recorded expense for any period would differ depending on the judgments and estimates made for the year. As of December 31, 2009 and 2008, receivables, net of allowance for impairment losses, amounted to P = 388.7 million and P = 270.3 million, respectively (see Note 6). Estimating useful lives of property and equipment and investment properties The Group estimates the useful lives of its property and equipment and investment properties based on the period over which these assets are expected to be available for use. The estimated useful lives of property and equipment and investment properties are reviewed at least annually and are updated if expectations differ from previous estimates due to physical wear and tear and technical or commercial obsolescence on the use of these assets. It is possible that future results of operations could be materially affected by changes in estimates brought about by changes in factors mentioned above. As of December 31, 2009 and 2008, the net book value of property and equipment amounted to P = 34.1 million and P = 46.6 million, respectively (see Note 9). As of December 31, 2009 and 2008, the net book value of investment properties amounted to P = 2,708.2 million and P = 2,642.6 million, respectively (see Note 11). Evaluating impairment of nonfinancial assets The Group reviews investments in associates, property and equipment, investment properties and other noncurrent assets for impairment of value. This includes considering certain indications of impairment such as significant changes in asset usage, significant decline in assets‟ market value, obsolescence or physical damage of an asset, plans in the real estate projects, significant underperformance relative to expected historical or projected future operating results and significant negative industry or economic trends. As described in the accounting policy, the Group estimates the recoverable amount as the higher of the net selling price and value in use. In determining the present value of estimated future cash flows expected to be generated from the continued use of the assets, the Group is required to make estimates and assumptions that may affect investments in associates, investment properties, property and equipment and other noncurrent assets. See Notes 9, 10, 11 and 12 for the related balances. Deferred tax assets The Group reviews the carrying amounts of deferred income taxes at each reporting date and reduces deferred tax assets to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred tax assets to be utilized. However, there is no assurance that the Group will generate sufficient taxable income to allow all or part of deferred tax assets to be utilized. The Group looks at its projected performance in assessing the sufficiency of future taxable income. As of December 31, 2009 and 2008, net deferred tax assets recognized amounted to P = 9.5 million and P = 7.9 million, respectively (see Note 22). 126 126 Catalyzing Change Estimating pension obligation and other retirement benefits The determination of the Group‟s obligation and cost for pension and other retirement benefits is dependent on selection of certain assumptions used by actuaries in calculating such amounts. Those assumptions are described in Note 21 and include among others, discount rates, expected returns on plan assets and rates of salary increase. While the Group believes that the assumptions are reasonable and appropriate, significant differences in actual experience or significant changes in assumptions materially affect retirement obligations. As of December 31, 2009 and 2008, the present value of the defined benefit obligation amounted to P = 17.3 million and P = 22.0 million, respectively (see Note 21). Fair value of financial instruments PFRS requires certain financial assets and liabilities to be carried at fair value or have the fair values disclosed in the notes, which requires use of extensive accounting estimates and judgments. While significant components of fair value measurement were determined using verifiable objective evidence (i.e., foreign exchange rates and interest rates), the amount of changes in fair value would differ if we utilized different valuation methodology. Any changes in fair value of these financial assets and liabilities would affect directly the consolidated statement of income and consolidated statement of changes in equity. Certain financial assets and liabilities of the Group were initially recorded at its fair value by using the discounted cash flow methodology. See Notes 6, 15 and 24 for the related balances. 4. Cash and Cash Equivalents This account consists of: Cash on hand and in banks Cash equivalents 2009 2008 (In Thousands) P = 35,244 P = 53,245 632,339 697,344 P = 667,583 P = 750,589 Cash in banks earns interest at the respective bank deposit rates. Cash equivalents are short-term, highly liquid investments that are made for varying periods of up to three (3) months depending on the immediate cash requirements of the Group, and earn interest at the respective short-term rates. 5. Short-term Cash Investments This account consists of money market placements made for varying periods of more than three (3) months and up to six (6) months and earn interest at the respective short-term investment rates. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 127 127 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements 6. Receivables Receivables are summarized as follow: 2009 2008 (In Thousands) Trade Commercial development Related party (Note 16) Third parties Shopping centers Corporate business Residential Advances to officers and employees Related parties (Note 16) Others Less allowance for impairment losses Less noncurrent portion P = 144,856 88,298 62,130 16,980 13,567 15,363 25,549 39,759 406,502 17,843 388,659 158,384 P = 230,275 P =– 135,981 81,344 15,223 4,939 11,412 11,092 30,823 290,814 20,467 270,347 66,813 P = 203,534 The classes of trade receivables of the Group are as follow: Commercial development pertains to receivables arising from sale of commercial lots and club shares. Shopping centers pertain to receivables arising from lease of retail space and land therein, food courts and entertainment facilities. Corporate business pertains to receivables arising from lease of office buildings. Residential pertains to receivables arising from sale of high-end residential lots. Terms and conditions of receivables are as follow: Receivables from sale of commercial lots, included under commercial development are noninterestbearing and are collectible in monthly or quarterly installments over a period ranging from two to four years. Titles to real estate properties are not transferred to buyers until full payment has been made. The lease of retail space and land therein, included under shopping centers, are noninterest-bearing and are collectible monthly based on the terms of the lease contracts. The sales contract receivables, included under residential, are noninterest-bearing and are collectible in monthly installments over a period of one to two years. The leases of office spaces, included under corporate business, are noninterest-bearing and are collectible monthly bases on the terms of the lease contracts. Advances to officers and employees are noninterest-bearing and are collectible in monthly installments over a period of one to twenty years. Receivables from related parties are noninterest-bearing and collectible within one year Other receivables are noninterest-bearing and collectible over a period of one to ten years. As of December 31, 2009 and 2008, commercial development and residential trade receivables, advances to officers and employees and others (included in other receivables) with a nominal amount of P = 350.1 million and P = 201.7 million, respectively, were initially recorded at fair value. The fair value of the receivables was obtained by discounting future cash flows using the applicable rates of similar types of instruments ranging from 6.8% to 10.5% and 7.8% to 10.8% in 2009 and 2008, respectively. The aggregate unamortized discount amounted to P = 48.2 million and P = 18.6 million as of December 31, 2009 and 2008, respectively. 128 128 Catalyzing Change Movements in the unamortized discount as of December 31, 2009 and 2008 are as follows (in thousands): 2009 At January 1 Additions Accretion (Note 17) Elimination of interest accretion on intercompany sale At December 31 Commercial Development P = 11,559 41,844 (10,066) Advances to Officers and Residential Employees P = 1,997 P = 385 1,861 – (2,182) (46) – P = 1,676 (623) P = 42,714 – P = 339 Others P = 4,616 – (1,098) Total P = 18,557 43,705 (13,392) – P = 3,518 (623) P = 48,247 Others P = 5,273 – (657) P = 4,616 Total P = 21,148 13,762 (16,353) P = 18,557 2008 At January 1 Additions Accretion (Note 17) At December 31 Commercial Development P = 11,605 12,029 (12,075) P = 11,559 Residential P = 3,839 1,733 (3,575) P = 1,997 Advances to Officers and Employees P = 431 – (46) P = 385 Movements in the allowance for impairment losses are as follows (in thousands): 2009 At January 1 Provisions (Note 19) Reversal of provision (Note 19) At December 31 Individually impaired Gross amounts of individually impaired receivables Shopping Centers P = 11,820 – (3,124) P = 8,696 Corporate Business P = 356 500 – P = 856 Related Parties P = 2,325 – – P = 2,325 Others P = 5,966 – – P = 5,966 Total P = 20,467 500 (3,124) P = 17,843 P = 8,696 P = 856 P = 2,325 P = 5,966 P = 17,843 P = 8,696 P = 856 P = 2,325 P = 5,966 P = 17,843 Shopping Centers P = 11,820 – P = 11,820 Corporate Business P = 356 – P = 356 Related Parties P =– 2,325 P = 2,325 Others P = 5,966 – P = 5,966 Total P = 18,142 2,325 P = 20,467 P = 8,431 3,389 P = 11,820 P = 356 − P = 356 P = 2,325 − P = 2,325 P = 5,966 − P = 5,966 P = 17,078 3,389 P = 20,467 P = 8,431 P = 356 P = 2,325 P = 5,966 P = 17,078 2008 At January 1 Provisions (Note 19) At December 31 Individually impaired Collectively impaired Total Gross amounts of individually impaired receivables In 2009, the Group recorded provision for impairment amounting to P = 0.5 million for corporate business receivables which may no longer be recovered. Reversal of impairment loss amounting to P = 3.1 million pertains to over provision of impairment on receivables from shopping centers. In 2008, the impairment loss provided for related parties arose from the reconciliation performed with the related parties. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 129 129 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements 7. Real Estate Inventories Subdivision land for sale and development consist of: Completed Land for development 2009 2008 (In Thousands) P = 194,927 P = 141,335 126,520 − P = 321,447 P = 141,335 Interest capitalized on subdivision land for sale amounted to P = 0.5 million for the year ended December 31, 2009 (see Note 14). Land and improvements consist of: Balance at beginning of year Improvement costs Transfers to subdivision land for sale and development 2009 2008 (In Thousands) P = 888,868 P = 836,660 − 52,208 (232,189) − P = 656,679 P = 888,868 Real estate inventories charged to costs of real estate and rental operations amounted to P = 287.6 million, P = 371.9 million and P = 407.7 million in 2009, 2008 and 2007, respectively (see Note 18). 8. Other Current Assets This account consists of: Value-added input tax Prepaid expenses Creditable withholding tax Others 2009 2008 (In Thousands) P = 7,556 P = 9,559 16,235 12,955 594 7,136 467 458 P = 24,852 P = 30,108 The value-added input tax is applied against value-added output tax. The remaining balance is recoverable in future periods. 130 130 Catalyzing Change 9. Property and Equipment This account consists of: 2009 Office Furniture, Condominium Fixtures and Transportation Constructionand Improvements Equipment Equipment in-Progress (In Thousands) Cost At January 1 Additions Transfers/disposals At December 31 Accumulated Depreciation and Amortization At January 1 Depreciation and amortization (Note 19) Transfers/disposals At December 31 Net Book Value P = 55,280 1,508 – 56,788 39,915 2,212 – 42,127 P = 14,661 P = 61,606 3,679 (236) 65,049 P = 23,207 1,700 (4,573) 20,334 44,277 11,504 7,206 (43) 51,440 P = 13,609 3,637 (602) 14,539 P = 5,795 Total P = 2,197 P = 142,290 – 6,887 (2,197) (7,006) – 142,171 – – – – P =– 95,696 13,055 (645) 108,106 P = 34,065 2008 Office Furniture, Condominium Fixtures and and Improvements Equipment Cost At January 1 Additions Transfers/disposals At December 31 Accumulated Depreciation and Amortization At January 1 Depreciation and amortization (Note 19) Transfers/disposals At December 31 Net Book Value Transportation ConstructionEquipment in-Progress (In Thousands) P = 53,355 1,925 – P = 55,280 P = 51,784 10,676 (854) P = 61,606 P = 19,541 4,971 (1,305) P = 23,207 P = 37,371 P = 38,480 P = 9,439 2,544 – 39,915 P = 15,365 6,498 (701) 44,277 P = 17,329 3,370 (1,305) 11,504 P = 11,703 Total P = 184,665 P = 309,345 452,355 469,927 (634,823) (636,982) P = 2,197 P = 142,290 P =– – – – P = 2,197 P = 85,290 12,412 (2,006) 95,696 P = 46,594 Depreciation and amortization charged to general and administrative expenses amounted to P = 13.1 million, P = 12.4 million and P = 10.1 million for the years ended December 31, 2009, 2008 and 2007, respectively (see Note 19). As of December 31, 2009, there are no capital commitments for property and equipment. As of December 31, 2008, total commitments for property and equipment amounted to P = 38.7 million. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 131 131 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements 10. Investments in Associates This account consists of: 2009 2008 (In Thousands) Acquisition cost: Cebu Insular Hotel Company, Inc. (CIHCI 37% ownership) Asian i-Office Properties, Inc. (AiO - 40% ownership) Accumulated equity in net losses: At beginning of year Equity in net earnings for the year At end of year Less: Dividends (Note 12) Elimination of intercompany sale P = 239,302 P = 239,302 180,000 419,302 180,000 419,302 (33,369) 19,687 (13,682) 405,620 (48,278) 14,909 (33,369) 385,933 69,796 57,717 P = 278,107 69,796 22,175 P = 293,962 In 2008, CPVDC infused additional investment in AiO amounting to P = 173.8 million to be issued out of AiO‟s increase in authorized capital stock to 450,000 common shares and 4,050,000 preferred shares with a par value of P = 100 per share. The remaining shares from the proposed increase of AiO were subscribed by Ayala Land, Inc. which resulted to the decrease in percentage of ownership of CPVDC in AiO to 40%. Accordingly, the accounts of AiO were deconsolidated in 2008. The following table presents the summarized financial information for equity investment in CIHCI and AiO as of and for the years ended December 31, 2009 and 2008: CIHCI 132 132 Current assets Noncurrent assets Total assets 2009 2008 (In Thousands) P = 166,365 P = 190,928 782,493 814,906 P = 948,858 P = 1,005,834 Current liabilities Noncurrent liabilities Equity Total liabilities and equity P = 206,378 351,413 391,067 P = 948,858 P = 298,732 351,969 355,133 P = 1,005,834 Revenue Costs and expenses Net income P = 358,732 322,799 P = 35,933 P = 305,026 266,025 P = 39,001 Catalyzing Change AiO Current assets Noncurrent assets Total assets 2009 2008 (In Thousands) P = 51,157 P = 72,036 1,107,602 880,117 P = 1,158,759 P = 952,153 Current liabilities Noncurrent liabilities Equity Total liabilities and equity P = 216,664 475,610 466,485 P = 1,158,759 P = 76,593 425,000 450,560 P = 952,153 P = 71,136 55,212 P = 15,924 P = 1,277 615 P = 662 Revenue Costs and expenses Net income Retained earnings include undistributed net earnings of subsidiaries and associates amounting to P = 410.4 million and P = 389.0 million as of December 31, 2009 and 2008, respectively. 11. Investment Properties This account consists of: 2009 Land Cost At January 1 Additions Disposals Transfers Transfers from property and equipment At December 31 Accumulated Depreciation and Amortization At January 1 Depreciation and amortization (Note 18) At December 31 Net Book Value Buildings and Construction Improvements -in-Progress (In Thousands) P = 437,184 – – – – 437,184 P = 3,084,363 93,299 (2,091) 22,118 – 3,197,689 – – – P = 437,184 878,919 122,746 1,001,665 P = 2,196,024 P =– 94,931 – (22,118) 2,197 75,010 – – – P = 75,010 Total P = 3,521,547 188,230 (2,091) – 2,197 3,709,883 878,919 122,746 1,001,665 P = 2,708,218 Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 133 133 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements 2008 Buildings and Land Improvements (In Thousands) Cost At January 1 Additions Transfers from property and equipment At December 31 Accumulated Depreciation and Amortization At January 1 Depreciation and amortization (Note 18) At December 31 Net Book Value Total P = 437,184 – – 437,184 P = 2,339,312 110,228 634,823 3,084,363 P = 2,776,496 110,228 634,823 3,521,547 – – – P = 437,184 774,138 104,781 878,919 P = 2,205,444 774,138 104,781 878,919 P = 2,642,628 Interest capitalized on investment properties amounted to P = 3.7 million and P = 16.3 million for the years ended December 31, 2009 and 2008, respectively (see Note 14). Depreciation and amortization on buildings and improvements charged to operations amounted to P = 122.7 million, P = 104.8 million and P = 91.4 million for the years ended December 31, 2009, 2008 and 2007, respectively (see Note 18). Total rental income from investment property amounted to P = 698.0 million, P = 594.8 million and P = 530.3 million for the years ended December 31, 2009, 2008 and 2007, respectively. Total operating expenses related to investment properties that generated rental income amounted to P = 223.5 million, P = 188.0 million and P = 186.7 million for the years ended December 31, 2009, 2008 and 2007, respectively. The aggregate fair value of the Group‟s investment properties amounted to P = 6,080.2 million and P = 6,074.3 million as of December 31, 2009 and 2008, respectively. The fair value of the investment properties were determined by independent professionally qualified appraisers. The fair value represents the amount at which the assets could be exchanged between a knowledgeable, willing buyer and knowledgeable, willing seller in an arm‟s length transaction at the date of valuation. The value of the investment properties was arrived using the Market Data Approach. In this approach, the value of the investment properties is based on sales and listings of comparable property registered within the vicinity. The technique of this approach requires the establishing of comparable property by reducing reasonable comparative sales and listings to a common denominator. This is done by adjusting the differences between the subject property and those actual sales and listings regarded as comparable. The properties used as basis of comparison are situated within the immediate vicinity of the subject property. As of December 31, 2009 and 2008, there are no capital commitments for investment properties. 12. Other Noncurrent Assets This account consists of: Dividends receivable (Notes 10 and 16) Deferred input tax Advances to contractors (Note 16) Others 134 134 Catalyzing Change 2009 2008 (In Thousands) P = 47,562 P = 69,796 22,930 16,942 4,450 8,107 13,850 49,370 P = 88,792 P = 144,215 13. Accounts and Other Payables This account consists of: 2009 2008 (In Thousands) P = 130,896 P = 95,830 126,556 90,368 122,043 182,290 116,861 63,048 53,857 135,818 38,041 29,385 28,523 46,464 27,623 − 18,809 19,856 18,058 19,523 17,561 6,414 13,493 26,601 6,452 3,682 5,016 3,568 2,562 2,196 11,674 52,855 P = 738,025 P = 777,898 Accrued expenses Payable to contractors Advances from customers Accrued project cost Retention payable (Note 16) Related parties (Note 16) Accrued management fees Output tax payable - net Accrued repairs and maintenance Accrued utilities Accrued taxes and licenses Accrued manpower cost Dividends payable Payable to customers Accrued retirement (Note 21) Others The classes of accounts and other payables of the Group are as follows: Accrued expenses consist mainly of direct operating and administrative expenses, payroll, systems cost and marketing expenses. Payable to contractors arises from progress billings or unbilled completed work on the development of residential and commercial projects. Advances from customers pertain to unrealized portion of collected residential receivables. Retention payable pertains to the portion of the progress billings of constructions retained by the Group. Terms and conditions of the financial liabilities are as follows: Accrued expenses are noninterest-bearing and are normally settled on 30 to 180-day terms. Other payables are noninterest-bearing and are normally settled within one year. 14. Long-term Debt This account consists of long-term bank loans availed by the Parent Company as follows: 2009 2008 (In Thousands) At 0.50% per annum spread over the fixed rate of average 5-year treasury bond rate At 0.50% per annum spread over the fixed rate based on PDST-R1 rate Less current portion P = 125,000 P = 150,000 150,000 275,000 110,000 P = 165,000 180,000 330,000 55,000 P = 275,000 Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 135 135 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements The maturities of long-term debt at nominal values as of December 31 follow: 2009 2008 (In Thousands) Due in: 2009 2010 2011 2012 P =− 110,000 110,000 P = 55,000 110,000 110,000 55,000 55,000 P = 275,000 P = 330,000 These loans, which were availed from a local bank, are secured by mortgage trust indenture on Ayala Center Cebu and other prime lots in the Cebu Business Park (included under “Land and improvements” and “Investment properties” accounts in the consolidated statements of financial position) with carrying values of P = 343.4 million and P = 341.0 million as of December 31, 2009 and 2008, respectively (see Note 11). The loan agreements provide for certain restrictions and requirements with respect to, among others, payment of dividends, major disposal of property, pledge of assets, liquidation, merger or consolidation and maintenance of financial ratios at certain levels. These restrictions and requirements were complied with by the Parent Company. Interest capitalized amounted to P = 10.4 million and P = 16.3 million in 2009 and 2008, respectively. The weighted average effective capitalization rate ranges from 6.9% to 7.6% and 5.0% to 6.6% in 2009 and 2008, respectively (see Notes 7 and 11). 15. Customers’ Deposits and Deferred Credits This account consists of: Customers‟ deposits Less current portion Deferred credits 2009 2008 (In Thousands) P = 263,451 P = 241,903 221,999 197,839 41,452 44,064 6,623 9,457 P = 48,075 P = 53,521 Customers‟ deposits on rental are recorded initially at fair value, which was obtained by discounting its future cash flows using the applicable rates of similar types of investments. The difference between the cash received and its fair values is included under “Deferred credits”. Movements in the unamortized discount of the customers‟ deposit follows: At beginning of year Additions Accretions (Note 20) At end of year 136 136 Catalyzing Change 2009 2008 (In Thousands) P = 9,884 P = 8,803 909 6,745 (4,593) (5,664) P = 6,200 P = 9,884 16. Related Party Transactions The Group in its regular conduct of business has entered into transactions with other related parties. The transactions are made at prices agreed upon by the parties. The significant transactions with related parties follow: a. Management and service agreement with Ayala Land, Inc. (ALI), a major shareholder amounted to P = 41.7 million, P = 44.9 million and P = 33.8 million in 2009, 2008 and 2007, respectively. Amount due to ALI amounted to P = 97.9 million and P = 85.6 million as of December 31, 2009 and 2008, respectively. This amount is noninterest-bearing and is due within the year. b. Construction contracts with Makati Development Corporation (MDC), a subsidiary of ALI, with total expenditures amounted to P = 149.1 million, P = 141.7 million and P = 224.0 million in 2009, 2008 and 2007, respectively. Amount due to/from MDC are recorded as follows (see Note 12): 2009 (In Thousands) P = 3,196 P = 13,818 26,065 45,344 Advances to contractors Retention payable c. 2008 Noninterest-bearing advances and reimbursement of expenses due within one year. The Group‟s “Receivables” account includes the following: 2009 AiO Cebu City Sports Club AsiaTown IT Park Association, Inc. Avida Land Corporation Ayala Land, Inc. Associate Common key management personnel Common key management personnel Subsidiary of ALI Major shareholder 2008 (In Thousands) P = 16,207 P = 18 11,721 9,960 4,568 4,348 649 4,237 4,937 1,855 d. Sales to AiO amounting to P = 97.3 million and P = 66.5 million in 2009 and 2008, respectively. The Group‟s “Receivables” account includes the fair value of the receivable from sale of lot to AiO amounting to P = 144.9 million. The receivable is noninterest-bearing and collectible in annual installments starting 2011 until 2013. e. Management fees charged to AiO amounted to P = 16.0 million in 2009. f. Professional fees to ALI amounted to P = 0.7 million in 2009. g. Dividends receivable from CIHCI amounted to P = 47.6 million and P = 69.8 million in 2009 and 2008, respectively (see Notes 10 and 12). Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 137 137 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements h. Compensation of key management personnel by benefit type follows: 2009 Short-term employee benefits Post-employment pension and medical benefits Other benefits 2008 (In Thousands) P = 16,722 P = 11,251 7,663 2,097 1,017 1,005 P = 25,402 P = 14,353 2007 P = 12,520 1,192 509 P = 14,221 17. Interest and Other Income This account consists of: 2009 Interest income: Cash in banks (Note 4) Cash equivalents (Note 4) Short-term cash investments (Note 5) Receivables (Note 6) Service income Water charges Beverage Foreign exchange gain Others P = 149 35,799 2,308 13,392 18,256 7,094 4,388 − 2,569 P = 83,955 2008 (In Thousands) P = 334 47,878 1,428 16,353 − 5,241 2,622 8,536 3,029 P = 85,421 2007 P = 2,125 29,704 − 31,137 − 3,472 1,815 − 3,572 P = 71,825 18. Real Estate, Rental and Theater Expenses This account consists of: 2009 Development costs Depreciation and amortization (Note 11) Utilities Taxes and licenses Management fees Producer‟s booking and film share Repairs and maintenance Land cost Amortization of purchase premium Advertising and promotions Commission Others P = 235,991 122,746 51,955 42,151 39,804 39,742 28,959 26,558 25,014 18,215 11,595 28,299 P = 671,029 2008 (In Thousands) P = 262,283 104,781 38,649 31,386 44,913 34,620 24,487 78,078 31,489 25,580 13,750 23,935 P = 713,951 2007 P = 303,550 91,368 43,446 40,961 35,501 33,847 12,914 70,217 33,935 21,965 14,788 17,530 P = 720,022 Other than the real estate inventories recognized under “Real estate, rental and theater expenses” account, no other inventory cost was recognized as expense during the period. 138 138 Catalyzing Change 19. General and Administrative Expenses This account consists of: 2009 Manpower cost (Notes 16 and 21) Depreciation and amortization (Note 9) Utilities Travel and transportation Professional fees Advertising Trainings and seminars Postal and communications Office supplies Janitorial and security services Representation and entertainment Insurance Provision for (reversal of) impairment losses (Note 6) Others P = 102,898 13,055 7,850 6,552 6,274 6,220 3,983 3,422 3,073 2,308 1,411 436 (2,624) 6,874 P = 161,732 2008 (In Thousands) P = 95,911 12,412 7,436 5,848 7,366 5,655 5,223 3,858 2,422 2,361 1,386 540 2,325 8,839 P = 161,582 2007 P = 91,975 10,133 6,710 4,919 5,348 5,647 5,476 3,525 3,050 2,976 1,356 747 650 4,024 P = 146,536 20. Interest and Other Charges This account consists of: 2009 Interest expense on (Note 14) Short-term debt Long-term debt Amortization of discount (Note 15) Foreign exchange loss Others P =− 13,054 4,593 4,292 121 P = 22,060 2008 (In Thousands) P =− 5,500 5,664 − − P = 11,164 2007 P = 9,630 8,338 4,264 14,943 − P = 37,175 21. Pension Plan The Group has a funded, noncontributory retirement plan covering all its regular employees. The benefits are based on the employees‟ years of service and final monthly salary. Retirement costs charged to operations amounted to P = 4.1 million, P = 2.6 million and P = 1.8 million for the years ended December 31, 2009, 2008 and 2007, respectively. The principal actuarial assumptions used to determine retirement benefits with respect to the discount rate, salary increases and return on plan assets were based on historical and projected normal rates. Actuarial valuations are made at least every three years. The Group‟s annual contribution to the retirement plan consists of a payment covering the current service cost for the year plus a payment toward funding the actuarial accrued liability. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 139 139 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements The components of pension expense (included in manpower costs under “General and administrative expenses”) in the consolidated statements of income are as follows: 2009 Current service cost Interest cost on benefit obligation Net actuarial gain Total pension expense P = 3,822 2,151 (1,913) P = 4,060 2008 (In Thousands) P = 2,520 2,440 (2,407) P = 2,553 2007 P = 1,757 1,018 (994) P = 1,781 The amounts recognized in the consolidated statements of financial position for the pension plan as of December 31, 2009 and 2008 are as follows (see Note 13): 2009 2008 (In Thousands) P = 17,322 P = 21,979 (15,965) (20,076) 1,205 293 P = 2,562 P = 2,196 Benefit obligation Plan assets Unrecognized actuarial gain Net pension liabilities Changes in the present value of the defined benefit obligation are as follows: 2009 2008 (In Thousands) P = 21,979 P = 18,519 3,822 2,520 2,151 2,440 (10,630) (1,500) P = 17,322 P = 21,979 At January 1 Current service cost Interest cost Actuarial gain At December 31 P = 921 Actual return on plan assets P = 1,016 Changes in the fair value of plan assets are as follows: 2009 2008 (In Thousands) P = 20,076 P = 17,455 3,694 2,450 (7,805) 171 P = 15,965 P = 20,076 At January 1 Contributions Actuarial gain (loss) At December 31 The Group expects to make contributions of P = 3.2 million to its retirement fund in 2010. The allocations of the fair value of plan assets are as follows: Investment in trust funds Investments in government instruments Investments in deposit instruments Others 140 140 Catalyzing Change 2009 93.6% − − 6.4 2008 −% 55.6 24.9 19.5 2007 −% 75.7 − 24.3 The assumptions used to determine pension benefits for the Group for the years ended December 31, 2009, 2008 and 2007 are as follows: 2009 9.5% 7.5 Discount rate Salary increase rate 2008 13.5% 8.0 2007 8.4% 7.0 Amounts for the current and the previous periods are as follows: 2009 Defined benefit obligation Plan assets Experience adjustments on plan liabilities P = 17,322 (15,965) P = 1,357 P = 1,324 2008 2007 (In Thousands) P = 21,979 P = 18,519 (20,076) (17,455) P = 1,903 P = 1,064 P = 1,405 2006 2005 P = 14,613 (13,476) P = 1,137 P = 58 P = 9,660 (10,201) (P = 541) P = 58 P = 58 22. Income Taxes Provision for income tax consists of: 2009 Current tax: Corporate income tax Final withholding tax on interest income Deferred tax P = 97,995 6,840 104,835 (915) P = 103,920 2008 (In Thousands) P = 157,294 8,804 166,098 5,943 P = 172,041 2007 P = 67,459 5,802 73,261 12,001 P = 85,262 Reconciliation between the statutory income tax rate and the effective income tax rate follows: Statutory income tax rate Tax effect of: Income subjected to lower income tax rates (Note 29) Changes in unrecognized deferred tax assets Equity in net earnings of associates Interest income and capital gains taxed at lower rates Effect of change in statutory income tax rate Others Effective income tax rate 2009 30.00% 2008 35.00% (6.19) (8.01) (11.05) (0.30) (1.41) − (0.85) 1.93 (2.19) (1.07) (1.19) (2.47) − 2.94 23.97% 0.03 3.07 28.05% − 1.34 22.56% 2007 35.00% Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 141 141 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements The components of deferred tax assets as of December 31, 2009 and 2008 are as follows: 2009 2008 (In Thousands) Deferred tax assets on: Difference between tax and book basis of accounting for real estate transactions Allowance for impairment losses Others P = 3,234 2,505 3,801 P = 9,540 P = 3,966 2,160 1,784 P = 7,910 The components of net deferred tax liabilities as of December 31, 2009 and 2008 are as follows: 2009 2008 (In Thousands) Deferred tax assets on: Difference between tax and book basis of accounting for real estate transactions Allowance for impairment losses Others Deferred tax liabilities on: Unamortized capitalized interest Excess of acquisition cost over the net assets of a subsidiary Others P = 13,365 2,966 1,151 17,482 P = 13,926 2,966 2,133 19,025 22,716 20,794 17,201 1,298 41,215 P = 23,733 18,392 2,647 41,833 P = 22,808 Republic Act No. 9337 (RA No. 9337) RA No. 9337 was enacted into law which amended various provisions in the existing 1997 National Internal Revenue Code, among the reforms introduced by the said RA were the reduction in the regular corporate income tax rate from 35% to 30% beginning January 1, 2009. 23. Earnings Per Share The following table presents information necessary to compute EPS: 2009 2008 (In Thousands, except EPS) a. b. c. 142 142 Catalyzing Change Net income attributable to the equity holders of CHI Weighted average number of outstanding shares Earnings per share (a/b) 2007 P = 302,192 P = 399,479 P = 251,775 1,920,073 P = 0.16 1,920,073 P = 0.21 1,920,073 P = 0.13 24. Financial Assets and Liabilities Fair Value Information The following tables set forth the carrying values and estimated fair values of the Group‟s financial assets and liabilities recognized as of December 31, 2009 and 2008: 2009 2008 Carrying Carrying Value Fair Value Value Fair Value (In Thousands) LOAN AND RECEIVABLES Cash and cash equivalents Short-term cash investments Trade receivables Commercial development Shopping centers Corporate business Residential Total trade receivables Non-trade receivables Advances to officers and employees Related parties Others Total non-trade receivables Total Financial Assets OTHER FINANCIAL LIABILITIES Current financial liabilities Accounts and other payables Accrued expenses Advances from customers Retention payable Payable to contractors Related parties Dividends payable Payable to customers Others Current portion of long-term debt Customers‟ deposits Total current financial liabilities Noncurrent Financial Liabilities Customers‟ deposits Long-term debt Total noncurrent financial liabilities Total Financial Liabilities P = 667,583 237,510 P = 667,583 237,510 P = 750,589 84,163 P = 750,589 84,163 233,154 53,434 16,124 13,567 316,279 231,158 53,434 16,124 13,567 314,283 135,981 69,524 14,867 4,939 225,311 138,863 69,524 14,867 4,939 228,193 15,363 23,224 45,447 84,034 P = 1,305,406 15,655 23,224 45,967 84,846 P = 1,304,222 11,412 8,767 24,857 45,036 P = 1,105,099 12,006 8,767 23,785 44,558 P = 1,107,503 P = 329,202 122,043 53,857 126,556 38,041 6,452 5,016 11,674 110,000 221,999 1,024,840 P = 329,202 122,043 53,857 126,556 38,041 6,452 5,016 11,674 110,000 221,999 1,024,840 P = 273,518 182,290 135,818 90,368 29,385 3,682 3,568 52,084 55,000 197,839 1,023,552 P = 273,518 182,290 135,818 90,368 29,385 3,682 3,568 52,084 55,000 197,839 1,023,552 P = 41,452 165,000 206,452 P = 1,231,292 P = 42,854 174,223 217,077 P = 1,241,917 P = 44,064 275,000 319,064 P = 1,342,616 P = 46,477 280,576 327,053 P = 1,350,605 The methods and assumptions used by the Group in estimating the fair value of the financial instruments are as follows: Cash and cash equivalents, short-term cash investments and current receivables - Carrying amounts approximate fair values due to the relatively short-term maturities of these investments. Noncurrent receivables - The fair values are based on the discounted value of future cash flows using the applicable rates for similar types of instruments. The discount rates used ranged from 6.8% to 10.5% and 5.6% to 11.0% as of December 31, 2009 and 2008, respectively. Accounts and other payables and current portion of customers‟ deposits and long-term debt - The fair values approximate the carrying amounts due to the short-term nature of these transactions. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 143 143 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements Noncurrent portion of customers‟ deposits and long-term debt - The fair value of fixed rate instruments are estimated using the discounted cash flow methodology using the Group‟s current incremental borrowing rates for similar borrowings with maturities consistent with those remaining for the liability being valued. The discount rates used ranged from 4.9% to 8.1% and 5.6% to 6.7% as of December 31, 2009 and 2008, respectively. The fair value of floating rate instruments approximate their carrying amounts due to the quarterly repricing of the instruments. Financial Risk Management Objectives and Policies The Group‟s principal financial instruments comprise of cash and cash equivalents, short-term cash investments and bank loans. The bank loans were availed primarily to finance the Group‟s projects. The Group has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations. Exposure to credit, liquidity, foreign currency and interest rate risks arise in the normal course of the Group‟s business activities. The main objectives of the Group‟s financial risk management are as follows: to identify and monitor such risks on an ongoing basis; to minimize and mitigate such risks; and to provide a degree of certainty about costs. The Group‟s financing and treasury function operates as a centralized service for managing financial risks and activities as well as providing optimum investment yield and cost-efficient funding for the Group. The Group‟s BOD reviews and approves policies for managing each of these risks. Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group‟s credit risks are primarily attributable to financial assets such as cash and cash equivalents, short-term cash investments and receivables. To manage credit risk, the Group maintains defined credit policies and monitors on a continuous basis the Group‟s exposure to credit risks. Cash and cash equivalents and short-term cash investments. The Group adheres to fixed limits and guidelines in its dealing with counterparty banks and its investment in financial instruments. Bank limits are established on the basis of the Group‟s rating that covers the area of liquidity, capital adequacy and financial stability. Given the high credit standing of its accredited counterparty banks, management does not expect any of these financial institutions to fail in meeting their obligation. Commercial development, corporate business and residential trade receivables. With respect to trade receivables from the sale of real estate properties, credit risk is managed primarily through credit reviews and monitoring of receivables on a continuous basis. The Group undertakes supplemental credit review procedures to ensure the adequacy of provisioning for certain installment payment structures. Customer payments are facilitated through various collection modes including the use of post-dated checks and autodebit arrangements. Exposure to bad debts is not significant and the requirement for remedial procedures is minimal given the profile of buyers. Shopping center trade receivables. Credit risk arising from rental income from leasing properties is primarily managed through a tenant selection process. Prospective tenants are evaluated on the basis of payment track record and other credit information. In accordance with the provisions of the lease contracts, the lessees are required to deposit with the Group security deposits and advance rentals which helps reduce the Group‟s credit risk exposure in case of defaults by the tenants. For existing tenants, the Group has put in place a monitoring and follow-up system. Receivables are aged and analyzed on a continuous basis to minimize credit risk associated with these receivables. Regular meetings with tenants are also undertaken to provide opportunities for counseling and further assessment of paying capacity. 144 144 Catalyzing Change The table below shows the maximum exposure to credit risk for the components of the consolidated statements of financial position. The maximum exposure is shown gross, before the effect of mitigation through the use of collateral agreements. 2009 2008 (In Thousands) Financial position items Cash and cash equivalents Short-term cash investments Receivables Total P = 667,583 237,510 388,659 P = 1,293,752 P = 750,589 84,163 270,347 P = 1,105,099 As for the sale of lots, the Group includes in the contract to sell provisions that the title to the properties will only be transferred to the buyers upon full payment of the contract price. The table below shows the credit quality of the Company‟s financial assets. 2009 Cash and cash equivalents Short-term cash investments Trade Commercial development Shopping centers Corporate business Residential Advances to officers and employees Related parties Others Neither Past Due nor Impaired Past Due or High Grade Medium Grade Low Grade Total Impaired (In Thousands) P = 667,583 P =− P =− P =− P = 667,583 237,510 − − − 237,510 232,603 35,164 9,661 13,567 − 2,105 − − − 7,890 − − 15,363 16,146 33,793 P = 1,261,390 − − − P = 2,105 − − − P = 7,890 551 16,971 7,319 − 233,154 62,130 16,980 13,567 − 15,363 9,403 25,549 5,966 39,759 P = 40,210 P = 1,311,595 2008 Cash and cash equivalents Short-term cash investments Trade Commercial development Shopping centers Corporate business Residential Advances to officers and employees Related parties Others Neither Past Due nor Impaired Past Due or High Grade Medium Grade Low Grade Impaired Total (In Thousands) P = 750,589 P =− P =− P =− P = 750,589 84,163 − − − 84,163 135,753 39,836 14,242 4,939 − 3,162 7 − − 11,114 − − 11,408 6,155 24,857 P = 1,071,942 − − − P = 3,169 − − − P = 11,114 228 27,232 974 − 135,981 81,344 15,223 4,939 4 11,412 4,937 11,092 5,966 30,823 P = 39,341 P = 1,125,566 Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 145 145 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements The credit quality of the financial assets was determined as follows: Cash and cash equivalents and short-term cash investments - based on the nature of the counterparty and the Group‟s rating procedure. Receivables - high grade pertains to receivables with no default in payment; medium grade pertains to receivables with up to 3 defaults in payment; and low grade pertains to receivables with more than 3 defaults in payment. As of December 31, 2009 and 2008, the Group does not have restructured financial assets. The Group has no significant credit risk concentrations on its receivables. Policies are in place to ensure that lease contracts and contract to sell are made with customers with good credit history. Given the Group‟s diverse base of counterparties, it is not exposed to large concentration of credit risk. As of December 31, 2009 and 2008, the aging analysis of receivables presented per class, is as follows: 2009 Neither Past Due nor Impaired Trade Commercial = 232,603 development P Shopping centers 45,159 Corporate 9,661 business 13,567 Residential Advances to officers 15,363 and employees 16,146 Related parties 33,793 Others P = 366,292 Total Past Due but not Impaired Impaired <30 days 30-60 days 60-90 90-120 days days (In Thousands) >120 Financial days Assets P =− 1,126 P =− 3,151 P =− 747 P = 195 1,022 P =− 2,229 6,253 − 119 − 130 − 105 − 212 − − 183 − P = 7,562 − − − P = 3,270 − − − P = 877 − − − P = 1,322 Total P = 356 P = 233,154 8,696 62,130 500 − 16,980 13,567 − − 15,363 6,895 2,325 25,549 − 5,966 39,759 P = 9,336 P = 17,843 P = 406,502 2008 Neither Past Due nor Impaired <30 days Trade Commercial development P = 135,753 P =− Shopping centers 54,112 12,581 Corporate business 14,249 256 Residential 4,939 − Advances to officers and employees 11,408 − Related parties 6,155 − Others 24,857 − Total P = 251,473 P = 12,837 146 146 Catalyzing Change Past Due but not Impaired 30-60 60-90 90-120 days days days (In Thousands) Impaired >120 Financial days Assets P =− 1,524 P =− 525 P =− 142 P = 228 640 17 − 7 − 208 − 130 − − − − P = 1,541 4 − − P = 536 − − − P = 350 Total P =− P = 135,981 11,820 81,344 356 − 15,223 4,939 − − 11,412 2,612 2,325 11,092 − 5,966 30,823 P = 3,610 P = 20,467 P = 290,814 The Group has no collaterals held for the past due or impaired financial assets as of December 31, 2009 and 2008. Liquidity risk Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. Liquidity risk may result from either the inability to sell financial assets quickly at their fair values; or the counterparty failing on repayment of a contractual obligation; or inability to generate cash inflows as anticipated. The Group monitors its cash flow position, debt maturity profile and overall liquidity position in assessing its exposure to liquidity risk. The Group maintains a level of cash and cash equivalents deemed sufficient to finance operations and to mitigate the effects of fluctuation in cash flows. Accordingly, its loan maturity profile is regularly reviewed to ensure availability of funding through an adequate amount of credit facilities with financial institutions. As of December 31, 2009, current ratio is 1.7:1.0, with cash and cash equivalents and short-term cash investments of P = 905.1 million accounting for 49.2% of the total current assets, and resulting in a net working capital of P = 743.6 million. Overall, the Group‟s funding arrangements are designed to keep an appropriate balance between equity and debt, to give financing flexibility while continuously enhancing the Group‟s businesses. The table below summarizes the maturity profile of the Group‟s financial liabilities at December 31, 2009 and 2008 based on contractual undiscounted payments. 2009 Accounts and other payables Long-term debt Customers‟ deposits Interest payable < 1 year 1 to < 2 years 2 to < 3 years > 3 years Total (In Thousands) P = 720,464 P =− P =− P =− P = 720,464 110,000 110,000 55,000 − 275,000 221,999 26,630 15,789 5,233 269,651 P = 1,052,463 P = 136,630 P = 70,789 P = 5,233 P = 1,265,115 P = 17,021 P = 9,011 P = 1,502 P =− P = 27,534 2008 Accounts and other payables Long-term debt Customers‟ deposits Interest payable < 1 year 1 to < 2 years 2 to < 3 years > 3 years Total (In Thousands) P = 770,713 P =− P =− P =− P = 770,713 55,000 110,000 110,000 55,000 330,000 197,839 39,507 6,938 7,503 251,787 P = 1,023,552 P = 149,507 P = 116,938 P = 62,503 P = 1,352,500 P = 17,522 P = 17,021 P = 9,011 P = 1,502 P = 45,056 Cash and cash equivalents and short-term cash investments are used for the Group's liquidity requirements. Please refer to the terms and maturity profile of these financial assets under the maturity profile of the interest-bearing financial assets and liabilities disclosed under interest rate risk section. Foreign currency risk Majority of the Group‟s transactions are denominated in Philippine Peso. There are only minimal placements in foreign currencies and the Group does not have any foreign currency denominated debt. As such, the Group‟s foreign currency risk is minimal. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 147 147 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements The following table shows the Group‟s consolidated foreign currency-denominated monetary assets and their peso equivalents as of December 31, 2009 and 2008: Cash and cash equivalents Short-term cash investments 2009 2008 US Dollar Php Equivalent US Dollar Php Equivalent (In Thousands) $994 P = 45,906 $1,098 P = 52,175 295 13,669 − − $1,289 P = 59,575 $1,098 P = 52,175 In translating the foreign currency-denominated monetary assets into peso amounts, the exchange rates used were P = 46.20 to US$1.00 and P = 47.52 to US$1.00, the Philippine Peso-US Dollar exchange rates as of December 31, 2009 and 2008, respectively. The following table demonstrates the sensitivity to a reasonably possible change in the US dollar rate, with all variables held constant, of the Group‟s profit before tax (due to changes in the peso equivalent of the dollar denominated cash and cash equivalents). There is no other impact on the Group‟s equity other than those already affecting the profit or loss. 2009 2008 Increase Effect on Profit (Decrease) Before Tax (In Thousands) P = 1.00 P = 994 (P = 1.00) (P = 994) P = 1.00 (P = 1.00) P = 1,098 (P = 1,098) Interest rate risk The Group‟s interest rate exposure management policy focuses on reducing the Group‟s overall interest expense and exposure to changes in interest rates. Changes in market interest rates relate primarily to the Group‟s interest-bearing debt obligations with floating interest rate as it can cause a change in the amount of interest payments. The Group manages its interest rate risk by converting its debt portfolio mix of both fixed and floating interest rates to debts with fixed interest rates in order to mitigate the Group‟s exposure to fluctuating interest rates. As of December 31, 2009 and 2008, all of the Group‟s debt obligations are at fixed rates. 148 148 Catalyzing Change Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 149 149 Peso Company Long-term debt Fixed Peso Group Cash and cash equivalents Short-term cash investments Receivables 2008 Peso Company Long-term debt Fixed Peso Group Cash and cash equivalents Short-term cash investments Receivables 2009 Maturity date Maturity date Various Date of sale Fixed at the date of investment Fixed at the date of sale Fixed rate based on 5-years T-bill + 0.50% spread Fixed rate based on PDST-R1 + 0.50% spread Various Rate Fixing Period Fixed at the date of investment Interest terms (p.a.) Maturity date Maturity date Various Date of sale Fixed at the date of investment Fixed at the date of sale Fixed rate based on 5-years T-bill + 0.50% spread Fixed rate based on PDST-R1 + 0.50% spread Various Rate Fixing Period Fixed at the date of investment Interest terms (p.a.) 180,000 P = 330,000 P = 150,000 84,163 251,043 P = 1,085,795 P = 750,589 Nominal Amount 150,000 P = 275,000 30,000 P = 55,000 P = 25,000 84,163 193,235 P = 1,027,987 P = 750,589 < 1 year 60,000 P = 110,000 P = 50,000 237,510 182,459 P = 1,087,552 237,510 364,639 P = 1,269,732 P = 125,000 P = 667,583 < 1 year P = 667,583 Nominal Amount 150,000 P = 275,000 180,000 P = 330,000 P = 150,000 84,163 237,487 P = 1,072,239 – 57,808 P = 57,808 P = 125,000 P = 750,589 Carrying Value 150,000 P = 275,000 P =– 1 to 5 years 90,000 P = 165,000 P = 125,000 237,510 320,144 P = 1,225,237 – 182,180 P = 182,180 P = 75,000 P = 667,583 P =– 1 to 5 years Carrying Value The terms and maturity profile of the interest-bearing financial assets and liabilities, together with its corresponding nominal amounts and carrying values (in thousands) are shown in the following table: Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements 25. Capital Management The primary objective of the Group‟s capital management policy is to ensure that debt and equity capital are mobilized efficiently to support business objectives and maximize shareholder value. The Group establishes the appropriate capital structure for each business line that properly reflects its premier credit rating and allows it the financial flexibility, while providing it sufficient cushion to absorb cyclical industry risks. No changes were made in the objectives, policies and processes from the previous years. The Group monitors its capital structure using leverage ratios on both a gross and net basis, and makes adjustments to it in light of economic conditions. Debt consists of long-term debt. Net debt includes long-term debt less cash and cash equivalents and short-term cash investments. The Group considers as capital the equity attributable to equity holders of the Parent Company. As of December 31, 2009 and 2008, the Group had the following ratios: Long-term debt Less: Cash and cash equivalents Short-term cash investments Net debt Equity attributable to equity holders of the Parent Company Debt to equity Net debt to equity 2009 2008 (In Thousands) P = 275,000 P = 330,000 667,583 237,510 (630,093) 750,589 84,163 (504,752) 4,143,348 6.6% 3,975,562 8.3% (15.2%) (12.7%) 26. Segment Information The business segments where the Group operates are as follows: Core business: Commercial development - sale of commercial lots Residential - development and sale of high-end residential lots Shopping center - development of shopping centers and lease to third parties of retail space and land therein; operation of movie theaters, food courts, entertainment facilities and carparks in these shopping centers; management and operation of malls Corporate business - development and lease of office buildings Others - other income from investment activities No business segments have been aggregated to form the reportable business segments. Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. The accounting and measurement policies used are consistent with the policies used in preparing general-purpose financial statements. Sales, costs and expenses include amounts that are directly attributable to each segment. Items that are not directly identified are allocated based on the segment‟s proportionate share on the total revenue. 150 150 Catalyzing Change Business Segments The following tables regarding business segments present assets and liabilities as of December 31, 2009 and 2008 and revenue and expense information for the three year period ended December 31, 2009. 2009 Commercial Residential Shopping Corporate Centers Business Development (see Note 28) Others Total (In Thousands) Revenue Sales to external customers Equity in net earnings of associates Total revenue Costs and expenses Operating profit (loss) Interest income Interest expense Other income Provision for income tax Net income (loss) Net income (loss) attributable to: Equity holders of Cebu Holdings, Inc, Non-controlling interests Other Information Segment assets Investments in associates Deferred tax assets Total assets Segment assets Deferred tax liabilities Total liabilities Segment additions to property and equipment and investment properties Depreciation and amortization Provision (reversal) of impairment losses P = 137,107 P = 276,838 P = 696,770 P = 72,782 P = 1,145 P = 1,184,642 – 137,107 116,068 21,039 12,909 (710) 362 (2,668) P = 30,932 – – 276,838 696,770 320,466 349,632 (43,628) 347,138 4,378 9,610 (4,924) (10,751) 908 6,254 10,368 (83,663) (P = 32,898) P = 268,588 – 72,782 21,780 51,002 – – 7,094 (2,647) P = 55,449 19,687 20,832 24,815 (3,983) 24,751 (5,675) 17,689 (25,310) P = 7,472 19,687 1,204,329 832,761 371,568 51,648 (22,060) 32,307 (103,920) P = 329,543 P = 19,246 11,686 P = 30,932 (P = 32,898) P = 268,588 – – (P = 32,898) P = 268,588 P = 42,274 13,175 P = 55,449 P = 4,982 2,490 P = 7,472 P = 302,192 27,351 P = 329,543 P = 1,764,634 – 9,276 P = 1,773,910 P = 307,398 16,102 P = 323,500 P = 149,915 P = 2,349,679 – – – 1,630 P = 149,915 P = 2,351,309 P = 343,066 P = 646,016 (10,792) 21,201 P = 332,274 P = 667,217 P = 257,519 P = 963,822 – 278,107 (175) (1,191) P = 257,344 P = 1,240,738 P = 44,359 (P = 31,887) – (2,778) P = 44,359 (P = 34,665) P = 5,485,569 278,107 9,540 P = 5,773,216 P = 1,308,952 23,733 P = 1,332,685 P = 494 P = 3,427 P = 188,806 P = 1,584 P = 806 P = 195,117 P = 1,491 P = 6,793 P = 111,916 P = 14,600 P = 1,001 P = 135,801 P =– P =– P = 500 P =– (P = 3,124) (P = 2,624) Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 151 151 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements 2008 Commercial Development Residential (see Note 28) P = 552,667 P = 183,270 P = 586,427 P = 74,520 – 552,667 321,819 230,848 16,902 (3,007) 1,673 (53,343) P = 193,073 – 183,270 210,521 (27,251) 7,303 (1,767) 783 7,474 (P = 13,458) – 586,427 266,277 320,150 16,070 (553) 4,452 (90,135) P = 249,984 – 74,520 22,323 52,197 – – 3,552 (4,956) P = 50,793 14,909 17,726 54,593 (36,867) 25,718 (5,837) 8,968 (31,081) (P = 39,099) 14,909 1,414,610 875,533 539,077 65,993 (11,164) 19,428 (172,041) P = 441,293 P = 164,355 28,718 P = 193,073 (P = 13,458) – (P = 13,458) P = 249,984 – P = 249,984 P = 38,727 12,066 P = 50,793 (P = 40,129) 1,030 (P = 39,099) P = 399,479 41,814 P = 441,293 P = 210,097 P = 921,534 – 293,962 (266) 316 P = 209,831 P = 1,215,812 P = 50,660 P = 104,648 – (356) P = 50,660 P = 104,292 P = 5,356,711 293,962 7,910 P = 5,658,583 P = 1,368,043 22,808 P = 1,390,851 Revenue Sales to external customers Equity in net earnings of associates Total revenue Costs and expenses Operating profit (loss) Interest income Interest expense Other income Provision for income tax Net income (loss) Net income (loss) attributable to: Equity holders of Cebu Holdings, Inc, Non-controlling interests Other Information Segment assets Investments in associates Deferred tax assets Total assets Segment liabilities Deferred tax liabilities Total liabilities Segment additions to property and equipment and investment properties Depreciation and amortization Provision for impairment losses P = 1,682,281 – 6,388 P = 1,688,669 P = 241,716 17,179 P = 258,895 Shopping Corporate Centers Business (In Thousands) P = 172,959 P = 2,369,840 – – – 1,472 P = 172,959 P = 2,371,312 P = 395,183 P = 575,836 (13,633) 19,618 P = 381,550 P = 595,454 Others Total P = 2,817 P = 1,399,701 P = 8,587 P = 3,952 P = 550,124 P = 16,440 P = 1,052 P = 580,155 P = 5,539 P = 2,986 P = 89,789 P = 18,084 P = 795 P = 117,193 P =– P =– P =– P =– P = 2,325 P = 2,325 Commercial development sales made to a significant customer amounted to P = 319.1 million. 2007 Revenue Sales to external customers Equity in net earnings of associates (Forward) 152 152 Catalyzing Change Commercial Development Residential (see Note 28) P = 365,898 P = 221,817 P = 534,402 P = 56,871 – – – – Shopping Corporate Centers Business (In Thousands) Others Total P = 7,237 P = 1,186,225 23,695 23,695 Commercial Development Total revenue Costs and expenses Operating profit (loss) Interest income Interest expense Other income Provision for income tax Net income (loss) Net income (loss) attributable to: Equity holders of Cebu Holdings, Inc, Non-controlling interests Other Information Segment assets Investment in an associate Total assets Segment liabilities Deferred tax liabilities Total liabilities Segment additions to property and equipment and investment properties Depreciation and amortization Provision for impairment losses Residential (see Note 28) P = 365,898 290,187 P = 75,711 22,080 (1,780) 3,587 (15,474) P = 84,124 P = 221,817 301,631 (P = 79,814) 2,265 (4,490) 7,457 15,122 (P = 59,460) Shopping Corporate Centers Business (In Thousands) P = 534,402 P = 56,871 245,570 17,861 P = 288,832 P = 39,010 11,994 – (3,020) – (140) – (60,831) (2,166) P = 236,835 P = 36,844 P = 53,997 30,127 P = 84,124 (P = 59,460) – (P = 59,460) P = 236,835 – P = 236,835 P = 1,560,785 – P = 1,560,785 P = 246,145 35,777 P = 281,922 P = 28,097 8,747 P = 36,844 P = 186,834 P = 2,187,794 P = 417,618 – – – P = 186,834 P = 2,187,794 P = 417,618 P = 402,761 P = 529,050 P = 39,069 (14,147) (2,845) (18) P = 388,614 P = 526,205 P = 39,051 Others Total P = 30,932 P = 1,209,920 11,309 866,558 P = 19,623 P = 343,362 20,109 56,448 (27,885) (37,175) 4,473 15,377 (21,913) (85,262) (P = 5,593) P = 292,750 (P = 7,694) 2,101 (P = 5,593) P = 251,775 40,975 P = 292,750 P = 783,665 191,024 P = 974,689 P = 118,557 (9,812) P = 108,745 P = 5,136,696 191,024 P = 5,327,720 P = 1,335,582 8,955 P = 1,344,537 P = 635 P =– P = 370,770 P = 61,516 P = 14,308 P = 447,229 P = 495 P =– P = 74,529 P = 19,912 P = 6,565 P = 101,501 P =– P =– P = 650 P =– P =– P = 650 27. Leases The Group enters into lease agreements with third parties covering rentals of commercial and office spaces and land therein. These leases generally provide for either (a) fixed monthly rent, or (b) minimum rent on a certain percentage of gross revenue, whichever is higher. All leases include a clause to enable upward revision on its rental charge on annual basis based on prevailing market conditions. Future minimum rentals receivable under non-cancellable operating leases of the Group are as follows: Within one year After one year but not more than five years 2009 2008 (In Thousands) P = 47,039 P = 31,299 77,346 44,977 P = 124,385 P = 76,276 Contingent rent recognized in 2009, 2008 and 2007 amounted to P = 81.0 million, P = 81.7 million and P = 97.0 million, respectively. Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 153 153 Cebu Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements 28. Joint Development Agreement The Parent Company entered into a Joint Development Agreement (the Project) with Coastal Highpoint Ventures, Inc. (CHVI) on April 5, 2004, where both jointly undertake the development of a portion of the CHVI Property with an aggregate area of approximately 47.16 hectares more or less into a primarily residential community with mixed support uses such as a school and a commercial area, called Amara. In order to undertake the aforesaid development, the Parent Company has agreed to finance the development of the Project, and CHVI has agreed to contribute the land, and to distribute and allocate among themselves the developed property corresponding to their respective interests in the Project. The Project consists of the planning of the Project Site and development of a subdivision thereon into an integrated and controlled community primarily for residential uses and supplemented by educational, commercial and recreational uses in such a manner contemplated in the master plan and the Site Development Plan, as well as the marketing, sale and/or lease of Saleable Lots therein. The Amara Project started in 2005. The amounts disclosed in segment information under residential relates to this joint development agreement (see Note 26). Capital commitments amounted to P = 303.0 million and P = 419.4 million as of December 31, 2009 and 2008 respectively. 29. Philippine Economic Zone Authority (PEZA) Registration CPVDC is registered with PEZA on April 6, 2000 as an Information Technology (IT) Park developer or operator and was granted approval by PEZA on October 10, 2001. The PEZA registration entitled CPVDC to a four-year tax holiday from the start of approval of registered activities. At the expiration of its four-year tax holiday, CPVDC pays income tax at the special rate of 5% on its gross income earned from sources within the PEZA economic zone in lieu of paying all national and local income taxes. 30. Notes to Consolidated Statements of Cash Flows Noncash investing activities in 2009 follows (in thousands): Reclassification of land and improvements to subdivision land for sale and development due to the commencement of development of land and improvements Elimination of intercompany profit arising from a transaction on account (see Note 12) P = 232,189 35,542 P = 267,731 Details of the decrease in consolidated noncash net assets (in thousands) resulting from the deconsolidation of AiO in 2008 (see Note 10) follows: 154 154 Assets Other current assets Construction-in-progress Total Assets P = 68 10,633 P = 10,701 Liabilities Due to related parties P = 10,701 Catalyzing Change Corporate Headquarters Publication Team 7/F Cebu Holdings Center Adviser Cardinal Rosales Avenue, Cebu Business Park Francis O. Monera, President Cebu City 6000 Philippines Tel (6332) 231 5301 Editorial Team Fax (6332) 231 5300 Vera R. Alejandria, Corporate Communication Manager Noel F. Alicaya, Control and Analysis Manager Stakeholder Information Elson R. Homez, Head - Technical Support Group and Property For inquiries from institutional investors, analysts, the financial and business community on the financial report and feedback Jeanette A. Japzon, Corporate Communication Officer Management Division from our various stakeholder groups on the sustainability report, Contributors please write or call: Sustainability Technical Working Group Cebu Holdings, Inc. 7/F Cebu Holdings Center Photography Cardinal Rosales Avenue, Cebu Business Park Raul V. Arambulo - Landscape / Portraiture Cebu City 6000 Philippines Wig Tysmans - Portraiture Tel (6332) 231 5301 Operations Fax (6332) 231 5300 Levi L. Lopez Ernest G. Ocasiones Fraulein T. Quijada or 4/F Tower One and Exchange Plaza Melvin S. Tugbo Kayee C. Villas Ayala Triangle, Ayala Avenue Makati City 1226 Philippines Concept, Content Design and Layout Tel (632) 841 5575 Cebu Holdings, Inc. and K2 Interactive (Asia) Inc. Fax (632) 848 5382 www.cebuholdings.com customer_care@cebuholdings.com Shareholder Services and Assistance For inquiries regarding dividend payments, change of address and account status, lost or damaged stock certificates, please write or call: Stock Transfer Service, Inc. 34/F Unit D Rufino Pacific Tower 6784 Ayala Avenue Makati City 1226 Philippines Tel (632) 403 2410 (632) 403 2412 Fax (632) 403 2414 stsi@stocktransfer.com.ph Cebu Holdings Inc. 2009 Integrated Annual and Sustainability Report 101 101 102 102 Catalyzing Change