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CULTIVATING A CULTURE OF
ECO-CONSCIOUSNESS
Annual & Sustainability Report 2022-23
About the Report 3
Group Corporate Structure 6
Mission Vision Values 7
Milestones 8
Message from the Chairman 10
Financial Highlights 12
TABLE OF Management Report 14
CONTENTS Sustainability 18
Economic Performance 20
Environmental Initiatives 22
Social Performance 30
Sustainability Performance 36
CSR Endeavours 40
Corporate Governance 44
ABOUT THE COVER
As a key figure in the sugar industry, VMC stands out as a champion of the circular
economy, where the byproducts of one business seamlessly integrate as inputs for
Chairman Emeritus 50
another. Embracing an eco-conscious approach, VMC goes beyond conventional
sustainability concepts by actively promoting renewable energy sources such as Board of Directors 52
bioethanol, cogeneration, and soon, biogas and solar. The company exemplifies
a forward-thinking model that not only mitigates its environmental footprint but
actively contributes to a positive impact on society, the local community, and the Officers 56
global landscape.
VMC serves as a shining example, not merely replacing traditional energy sources,
Consolidated Financial Statements 62
but rather innovatively incorporating alternative and renewable energy solutions
to sustain its operations. This commitment not only reflects responsible business Investor Information
practices but also positions VMC as a catalyst for positive change. The hope is that
such initiatives will foster a collective commitment to environmental stewardship
and sustainable business practices.
1
ABOUT
THE
REPORT
“
Seeds of Sustainabilty:
Cultivating a Culture of
Eco-Consciousness”
is VMC’s Annual and Sustainability Report that highlights
key financial information and performance results
for Crop Year 2022-2023, including the sustainability
challenges and impact of the Company's activities
and programs on the economy, the environment, and
society. The report and its contents are aligned with the
requirements under the Sustainable Reporting Guidelines
issued by the Securities and Exchange Commission (SEC)
through its Memorandum Circular No. 4, Series of 2019.
The SEC Circular is patterned after the Global Reporting
Initiative’s G4 Sustainability Reporting Guidelines.
2 3
SUGAR MILL
WHO
VMC operates a raw sugar mill with a daily capacity of 15,000
metric tons. It also operates a refinery plant with a daily
capacity of 25,000 Lkg (1 Lkg = 50 kilograms). To ensure
maximum utilization of the refinery, VMC also provides toll
WE
refinery services to planters.
ARE
Victorias Milling Company Inc is the leading
sugar-based manufacturing company, with
DISTILLERY OPERATIONS
4 5
GROUP VICTORIAS FOODS
100% ownership
Subsidiaries
VICTORIAS GREEN ENERGY
100% ownership
100% ownership
6 7
MISSION
To establish the company as a leader in the
sugarcane industry, delivering excellence through
the production of sugar, power, and fuel.
VISION
We Nourish. We Power. We Fuel.
We transform sugarcane -- into sugar that nourishes the body; into power that energizes industries
and homes; and into fuel that drives the engines of the country. Our name is our guarantee of the
highest quality: in our products, services, and dealings with our customers, namely, the planters,
traders and fellow industry stakeholders. We achieve this through industry-leading efficiency,
enabling infrastructure and by driving our team to be the best, working with excellence.
We pledge to pursue profitable growth with prudence and wisdom to ensure reasonable,
sustainable returns to the stakeholders of the business. Our employees are our partners.
By their competence, motivation and sense of fulfillment, and their embrace and practice of our
values, we succeed. We are responsible stewards of the environment and of the communities in
which we work and live.
CDC
CORE VALUES
TEAMWORK. We achieve results together.
EXCELLENCE. We strive to become better everyday.
ACT WITH INTEGRITY. We are true to our word and transparent in our undertakings.
MALASAKIT. We decide and act in the best interests of the company.
8 9
In our fourth year of focusing on sustainability, we recognize the challenges, which
MESSAGE
demand a whole-system change and the adoption of new goals and technologies
across the organization. Aligning our internal processes with the broader
FROM THE
sugar-power-ethanol industry and the public sector is crucial for the success of
our sustainability transition. Lastly, in the area of corporate governance, we see
CHAIRMAN
the need for both horizontal and vertical policy coordination to achieve our goals.
10 11
5-YEAR FINANCIAL
HIGHLIGHTS
in Billions Php except with EPS & book value per share
12 13
RESILIENCE
THROUGH
CHALLENGES
VMC’s MANAGEMENT REPORT
declining productivity due to climate change,
fragmentation of farms, lack of development
of good sugarcane varieties and outdated
practices, inefficient and underutilised sugar
mills, and volatile sugar and ethanol prices.
Linley A. Retirado
President and Chief Manufacturing Officer
14 15
VMC’s MANAGEMENT REPORT
Total cane milled was 6.90% lower than last year. Lower cane tonnage
milled was mostly attributed to the reduction of cane supply in the
whole province. Raw sugar production from cane decreased by 3.45%
against last year, but despite this, sugarcane yield increased to 1.76
compared to the previous crop year’s 1.70.
Refinery production was 15% lower than last year due to insufficient
fuel (bagasse) as a result of lower cane supply. Total molasses
produced reached over 120,000 tons for both the raw house and the
refinery. AHA production increased by 33.8% versus the previous
year while molasses consumption rose by 25% this year. To date,
the Cogeneration division has exported over 37 million kW-h to the
grid at the approved F.I.T. rate.
16 17
ACCELERATING
OUR SUSTAINABILTY
TRANSITION
Our Sustainability Journey Achieving this vision involves constant and Encourages partnerships to advance the database to monitor and analyze sustainability
technological and social innovation in Company’s objectives. This Statement of Goals performance, aligning with SEC Memorandum
Initiating our sustainability transition in
sourcing and manufacturing, ongoing process reflects the company's journey toward building Circular to submit an annual Sustainability
2019, we integrated sustainability principles
improvement with a focus on quality, customer a regenerative environment, society, and Report.
into our business processes, focusing
satisfaction, and cost competitiveness. Guided economy, aiming to achieve zero waste and
on manufacturing's carbon footprint and
by a closed-loop business system, VMC create a positive impact on the environment Double Materiality Assessment
waste. Adopting a closed production loop
generates clean energy and practices good and society. The ultimate goal is to establish
and a comprehensive circular economy VMC embraces the double materiality
corporate governance in both existing and new a flourishing and regenerative society,
approach, we optimized interrelationships assessment in its sustainability reporting,
investments, ensuring valuable returns for the environment, and economy.
among our agro-industrial segments—sugar departing from the previous single materiality
community, investors, customers, employees,
mill, power co-generation, and bio-ethanol. approach. This evolved approach considers
farmers, and stakeholders. This sustainability Sustainability Governance
Accelerating sustainability involves strategic both the impact of sustainable factors
management approach empowers the team to
corporate governance, requiring the crafting VMC's sustainability governance rests on on the Company's financial value and its
achieve targets within set timelines, laying the
of a sustainability plan and emphasizing key pillars: 1) a formulated and implemented influence on the environment and society.
foundation for long-term eco-conscious growth.
horizontal and vertical coordination, allowing sustainability vision and goals; 2) embedding The double materiality assessment not only
each segment to identify critical activities for sustainability policies through Sustainability defines reporting scope but also optimizes
Sustainability Goals for the Medium-term
value creation. Harmonizing sugar, power, Management Systems (SMS); 3) establishing resource allocation for compliance, offering
and bio-ethanol segments, sustainability Aligned with its sustainability vision, VMC a governance structure with the Sustainability valuable insights for strategic planning. This
relies on standardization and integration commits to a strategic management approach Management Team; and 4) regular submission process, involving stakeholder engagement,
across value chains, ensuring economies of emphasizing responsibility in environmental of Sustainability Reports since 2019. The identification of sustainability matters, impact
scope and scale for lasting impact. stewardship, social welfare, and value diverse VMC Sustainability Management analysis, and strategic planning, ensures
creation. The Medium-Term Sustainability Team includes representatives from transparency, informs decision-making, and
Sustainability Vision and Management Goals guide performance management, aiming various departments, ensuring operational focuses resources on pivotal issues, aligning
Approach for a regenerative business that Restores activities generate value across economic, with organizational priorities and societal
environmental health; Enhances innovation environmental, and social dimensions. Team concerns.
VMC, an integrated sugar, power and
and creativity; Supports staff, suppliers, managers in the Sustainability Team oversee
bioethanol enterprise, aspires to be an
and cane growers; Towards achieving a Net sustainability issues within their domains,
environmentally, socially, and economically
Positive Impact; Organizes circular economy fostering a fully integrated approach. The
responsible industry leader while contributing
practices; Regenerates new evolving systems; team's responsibilities include establishing a
to the UN's Sustainable Development Goals.
18 19
THRIVING
TOGETHER
VMC’s ECONOMIC PERFORMANCE
SPOTLIGHT
In a significant shift, dividends Exploring an online procurement and payment system for
were distributed in the last two transparency and efficiency, the Company plans to
years, a departure from the trend complete a supplier accreditation system promoting
since the 1990s when financial sustainability. In the short to medium-term, maintaining a
difficulties led to the suspension list of foreign and alternative local suppliers mitigates
of trading of VMC shares with supply risks. The Company's future involves the
PSE. The Company intensified its development of a comprehensive online procurement
community-focused investments system to meet evolving requirements.
through environmental
protection programs, health
clinics, and initiatives in
education and sports.
20 21
ECOLOGICAL
FOOTPRINT
VMC’s ENVIRONMENTAL
INITIATIVES
22 23
VMC’s ENVIRONMENTAL INITIATIVES
24 25
CLIMATE-RELATED
RISK MANAGEMENT
The Company has embraced a goal of reducing The establishment of sustainability
greenhouse gas (GHG) emissions by 10-20% by management systems involves integrating
the end of 2024, emphasizing environmental Circular Economy principles and creating a
sustainability. The Sustainability Team outlines comprehensive Climate Change Action Plan
four key focus areas for the next three years: (CCAP). This plan identifies GHG emission
sources, sets departmental targets for
Energy and Material Consumption emissions reduction, and aligns with the
Reduction. The company actively reduces strategy of utilizing renewable energy and a
energy and material consumption through 'closed-loop' management system.
recycling, reusing by-products, and
implementing water recycling initiatives in the The Sustainability Team, in collaboration with
Sugar Mills and Distillery. Efforts extend to business segment heads, conducts a Double
distributing slops to farmers for fertilizer use, Materiality Assessment to identify priority
rainwater collection systems, and exploring risks, such as regulatory, environmental, and
paperless reporting. social factors affecting the Company's financial
value. This involves formulating and
Waste Minimization and Improved Waste coordinating risk response strategies at
Treatment. VMC aims to minimize waste corporate-wide and departmental levels.
through recycling and regenerative production
activities. It shows its commitment to Quarterly monitoring by the Sustainability
embracing circular economy principles and Team focuses on climate-related data and
sustainability management systems by progress toward sustainability goals, ensuring
integrating these into its operations and ongoing commitment to environmental
processes. responsibility and continuous improvement.
26 27
ENVIRONMENTAL
POLICY STATEMENT
At Victorias Milling Company, Inc., we embrace We pledge to prevent pollution in all its forms,
our role as environmental stewards, nurturing be it in the air, water, or soil. We will
the environment and the communities within implement effective measures to control
our operational domain. We understand the emissions and spills, ensuring a clean and
significance of our actions on the environment healthy environment. We will explore
and remain steadfast in our commitment to alternative materials that pose less risk to the
reducing our ecological footprint and environment and communities.
promoting responsible and sustainable
practices for a brighter and greener future. Recognizing the importance of social
responsibility, we pledge to build and nurture
We pledge to prioritize the preservation and positive relationships with local communities.
protection of the environment in all our Through open dialogue and collaboration, we
actions. Our active efforts will be directed aim to understand their environmental
towards reducing waste, conserving concerns and aspirations, addressing their
resources, converting waste into useful needs and co-creating solutions for mutual
materials, and mitigating potential benefit.
environmental risks.
Our commitment to continuous improvement
We commit to operating in full compliance with drives us to enhance our environmental
all relevant environmental laws, regulations, practices continually. We will diligently seek
and standards. We will employ sound opportunities for advancement across our
technologies and processes to consistently sugarcane processing operations. By
operate within these established embracing progressive, iterative
environmental standards. improvements, we aim to optimize
performance, efficiency, and quality while
Our pledge is to optimize the utilization of striving for a more positive environmental
energy resources through the implementation impact.
of advanced technologies and innovative
practices. We aim to maintain operational We pledge to empower our employees to be
output while minimizing energy consumption, environmental advocates. Through training
thereby reducing greenhouse gas emissions and awareness programs, we will ensure that
and conserving valuable energy resources. each member understands their role in
supporting our environmental objectives.
We are dedicated to the responsible use of
resources, including land, water, and raw Transparency and accountability are integral
materials. We will actively seek opportunities to our approach. We pledge to communicate
to recycle and reuse materials whenever our environmental performance openly to
possible to minimize waste. stakeholders and hold ourselves accountable
for delivering on our environmental
Our commitment is to respect and protect the commitments.
biodiversity of the regions where we operate.
We will actively engage in conservation efforts We at VMC affirm our dedication to a
and support initiatives that promote sustainable and responsible environmental
biodiversity preservation. future.
28 29
EMPOWERING
THE WORKFORCE
VMC’s SOCIAL PERFORMANCE
30 31
VMC’s SOCIAL PERFORMANCE
Self-defense class
for women
Townhall Meeting
Tribute to Fathers
Bloodletting
Activity
In-house training
program
Wellness program
Summer outing
Sports fest
Photography class
Movie night
36 37
RELATIONSHIP WITH LOCAL COMMUNITES
BEFORE
River Clean Up Drives
AFTER
Bridge construction
Mangrove Planting
Waste collection bins
donation to the barangays
38 39
BEYOND
BUSINESS
A CLOSER LOOK AT OUR (MDRRMT), and the Regional Mobile Force prioritized creating a conducive environment garbage bins, and COVID-19 kits, tailored to
CSR ENDEAVOURS Battalion 6, covers disaster preparedness, for students returning to face-to-face classes. the schools’ specific needs. The philanthropic
basic life support, water emergencies, and Through a Memorandum of Agreement with efforts extended to repairing roofs, ceilings,
emergency rescue operations. This initiative the Department of Education, VMC Foundation perimeter walls and electrical systems,
addresses the community's vulnerability to commits to improving learning environments setting up clinics, and enhancing water
typhoons near Sicaba River and aims to and addressing resource shortages in public access for selected schools like Amanda
enhance peace and order, promoting schools. In Manapla, upgrades included School and Gawahon Elementary School.
community resilience for a peaceful and repainting classrooms and donating COVID-19
Well-being Initiatives: healthy environment. protection items, while Cadiz City saw various Community Sportsfest. In partnership with
VMC’s Community Programs improvements, including LED TV sets for Central Manapla Youth Federation,
Barangay Solid Waste Management Program. education. Victorias City received useful and representing the youth of Brgy. Purisima,
VMC is dedicated to enhancing the well-being In a concerted effort for community practical items like thermal scanners, alcohol VMC helped to implement programs such as
of Filipinos through community development development, VMC advocates for waste sprayers, nebulizers, handwashing stations, the annual Sportsfest and clean-up drives.
initiatives. These efforts focus on promoting reduction and proper segregation. The
environmental responsibility and fostering establishment of the first Barangay Materials
the creation of safe and healthy communities, Recovery Facility (MRF) in Barangay
with the ultimate goal of improving the Purisima is crucial for effective solid waste
overall quality of life for individuals in the management, addressing recyclable and
Philippines. These are the community bio-degradable waste mismanagement. This
programs implemented by the Company in initiative, aligned with Republic Act 9003, not
the past year. only protects the environment but also lays
the groundwork for self-sustainability and
Barangay Ko Love Ko is a gardening, potential income generation in the future.
cleanliness and beautification initiative done
in partnership with Manapla civic and
non-profit organizations for the benefit of over Building Brighter Futures:
4,104 households. VMC’s Youth Programs
Barangay Clinics are set up monthly to bring VMC is committed to enhancing basic
medical care to the community and promote education and empowering the youth while
the general well-being of people. Over 1,299 facilitating learning that helps build character.
elderly and adolescent patients have availed
of the following medical services: medicine, Miguel Ossorio Scholarship Grant helps the
free doctor consultation, dental extraction, children of the Company’s workers to gain a
and circumcision. college eduction while achieving a high level
of scholastic excellence.
Barangay Empowerment. Over 30 officials and
community workers from Barangay Purisima, Brigada Eskwela. In a philanthropic endeavor,
Manapla, have successfully completed a VMC invested in upgrading 27 public schools
3-day Barangay Emergency Response Team across Victorias, Manapla, and Cadiz.
(BERT) Training, equipping them to handle Collaborating with the 605th Maneuver
emergencies effectively. The program, a Company of the PNP and VMC employees, the
collaboration between Victorias Milling 2022 Brigada Eskwela Program focused on
Company Foundation, Manapla Disaster repairs, repainting, and enhancements.
Response and Rescue Management Team Instead of traditional school supplies, VMC
40 41
A CLOSER LOOK AT OUR CSR ENDEAVOURS
DRRM Barangay
Training
Cleanliness Drive
42 43
CORPORATE
GOVERNANCE
Board seats, allocated into 1 for Secured
components of VMC's ethical framework, expertise in the Corporation’s industry. Creditors, 3 for Existing Stockholders, and 7
The responsibility for complying with
principles of good corporate governance at reflecting its dedication to fair, transparent, for Creditors with Debt Conversion. Only
and lawful business practices. • Directors are entrusted with a position of stockholders of record are eligible to
Victorias Milling Company, Inc. (VMC) lies
trust and confidence, requiring actions nominate candidates, and the nominator's
primarily with the Board of Directors and
Corporate Governance Manual characterized by transparency, accountability, stockholder status as of the nomination date
Management, as they, along with staff and
and fairness. They should operate on a fully will be verified by the Corporate Secretary.
shareholders, consider it an integral aspect of
The Board of Directors, Management, and staff informed basis, in good faith, with due Nominees are required to be stockholders of
sound strategic management and commit to
of VMC hereby commit themselves to the diligence and care, always prioritizing the best record as of the Record Date, and their
fostering awareness and compliance.
principles of best practices contained in its interests of the Corporation and all qualification is contingent upon becoming a
Manual on Corporate Governance and shareholders. stockholder of record by that date, as verified
Code of Ethics
acknowledge that the same shall be their by the Corporate Secretary. Furthermore,
guide in the attainment of corporate goals and • The Board is responsible for formulating the
The business practices of VMC are governed nominees must meet all qualifications and
objectives. Corporation's vision, mission, strategic
by a rigorous Code of Conduct, applicable to none of the disqualifications outlined in the
objectives, policies, and procedures, guiding
all directors, officers, and employees, Corporation's By-laws and the Corporate
The Manual on Corporate Governance serves its activities and decisions, and implementing
emphasizing adherence to fair and ethical Governance Manual.
as VMC's guide to achieving corporate goals effective monitoring of Management's
policies. VMC believes that a strong set of
and objectives, institutionalizing the principles performance. Orientation and Training
business principles enhances work
effectiveness and fosters success. Employees, of good corporate governance throughout the
entire organization. The Manual was revised • To ensure optimal decision-making and To enhance Board performance and ensure
as representatives of VMC, are expected to
and updated to ensure compliance with the prevent group-thinking, the Board should directors' ongoing qualifications for their
uphold integrity both within and outside the
latest circulars issued by the Securities and establish a policy on board diversity. responsibilities, the establishment of an
workplace. The Code of Conduct spans several
Exchange Commission (SEC) and relevant Groupthink, a mode of thinking where orientation program for first-time directors
key areas, including compliance with laws and
rules of the Philippine Stock Exchange (PSE). individuals accept a perceived group and an annual continuing training for all
regulations, fair dealings in business conduct,
The most recent revision and amendment consensus, can hinder collective directors are established. Directors will
confidentiality of information, proper use of
occurred in July 2020. problem-solving efficiency within small receive copies of the Corporation's essential
company property, and a commitment to
cohesive groups. documents and manuals, such as the Articles
anti-bribery and anti-corruption policies.
Board of Directors of Incorporation, By-Laws, Code of Business
• The fiduciary roles, responsibilities, and
In terms of compliance, VMC ensures and Ethics, and Corporate Governance
The Board holds the responsibility of fostering accountabilities of the Board, as outlined in
adherence to Philippine laws, regulations, and Manual, to aid them in this regard. First-time
the long-term success, competitiveness, and the law, the company's articles of
internal policies, emphasizing personal directors must complete an eight (8)-hour
profitability of the Corporation, led by a incorporation and by-laws, and other legal
responsibility. Business dealings are guided orientation program, covering topics
competent and operational board, aligning pronouncements and guidelines, should be
by principles of respect, fairness, and mandated by the Commission on Corporate
with corporate objectives and prioritizing the clearly communicated to all directors,
professionalism towards customers, Governance, as well as the Corporation's
long-term best interests of shareholders and shareholders, and other stakeholders.
suppliers, competitors, business partners, business, Articles of Incorporation, By-Laws,
other stakeholders. and Code of Business and Ethics. Other
colleagues, and government agencies. The Composition
Code prohibits unfair practices, manipulation, directors must undergo a mandatory four
• The Board should maintain an appropriate
and misrepresentation. It further emphasizes The Board shall be composed of eleven (11) (4)-hour training program, unless they are
mix of competence and expertise, ensuring
the importance of confidentiality, detailing the directors, two (2) of which shall be former directors and/or officers, covering
that members are qualified individually and
proper handling of classified information and independent. business and regulatory developments,
collectively to fulfill roles and responsibilities,
adherence to records retention policies. emerging risks relevant to the Corporation,
responding to organizational needs in the
Additionally, the responsible use of company Nomination and Election and corporate governance matters such as
evolving business environment and strategic
assets and the commitment to anti-bribery audit, internal controls, risk management,
direction. All directors must collectively
and anti-corruption policies form integral Nominations are open for the eleven (11) sustainability, and strategy.
possess relevant knowledge, experience, or
44 45
CORPORATE GOVERNANCE
request the attendance of resource persons, C. Legal, Nomination, Corporate Governance, D. Budget Committee
Board Remuneration whether or not they are Board members, to and Related Party Transactions Committee
enhance their deliberations and The Budget Committee shall assist the Board
Each director is entitled to a per diem and decision-making processes. The committee's duties and functions in fulfilling its responsibility to the
transportation allowance ranging from encompass several key areas, including shareholders concerning policies and
P25,000 to P30,000 per attendance at board A. Executive Committee monitoring and reviewing the compliance of practices related to the management of the
meetings and committee meetings of which the Corporation's service providers or financial and budgetary affairs of the
they are a member. There are no other The Executive Committee shall function on suppliers with applicable laws and Corporation.
arrangements for which VMC directors are behalf of the Board during intervals between regulations. It is also responsible for
compensated or expected to be compensated, its meetings, as deemed necessary, except for determining the nomination and election E. Human Resource and Remuneration
either directly or indirectly, for any services matters that the law reserves for the approval process for the Corporation's directors. Committee
provided to VMC in their capacity as a of the Board. It shall perform oversight Additionally, the committee oversees the
director. functions on the strategic initiatives identified implementation of the corporate governance The HRR Committee serves to aid the Board in
by the Board. framework, periodically reviewing it to ensure fulfilling its human resources management
Corporate Secretary appropriateness in light of material changes and oversight responsibilities, not only in
B. Audit & Risk Committee to the corporation's size, complexity, business compliance with the law but also in
The Corporate Secretary holds primary strategy, and regulatory environment. The consideration of its obligations to
responsibility to the Corporation and its The AR Committee is tasked with various shareholders, creditors, and other
adoption of corporate governance policies
shareholders, independent of the Chairman of duties and responsibilities, including assisting stakeholders. Among its various duties and
falls within its purview, and the committee
the Board or the President. The Corporate the Board in overseeing the financial reporting functions, the committee oversees the
ensures regular review and consistent
Secretary collaborates fairly and objectively process, internal control system, audit periodic performance evaluation of the Board,
implementation of these policies in both form
with the Board, Management, stockholders, procedures, and compliance with relevant its committees, and executive management,
and substance.
and stakeholders, facilitating information flow laws, rules, and regulations. It exercises conducting an annual self-assessment.
between these entities. oversight functions over both internal and Furthermore, the committee assesses the Additionally, the HRR Committee recommends
external auditors, ensuring their effectiveness of the Board's processes and continuing education/training programs for
Board Committees independence and unrestricted access to procedures in the election and/or directors, assigns tasks/projects to board
records, properties, and personnel. replacement of directors, in accordance with committees, develops a succession plan for
Board committees are essential for facilitating Additionally, the committee, through the board members and senior officers, and
applicable laws, By-laws, and the Approved
the effective performance of the Board's Internal Audit Department, monitors and proposes remuneration packages based on
Rehabilitation Plan. It maintains ongoing
functions, particularly in areas such as audit, evaluates the adequacy and effectiveness of corporate and individual performance. The
evaluations of relations between businesses
risk management, compliance, and other key the Corporation's internal control system, committee also takes charge of planning
and counterparties, identifying related parties,
corporate governance matters like nomination financial reporting integrity, and security of relevant training for Board members and
monitoring Related Party Transactions (RPTs),
and remuneration. To ensure clarity and assets. establishes a formal and transparent
and capturing changes in relationships. The
accountability, the composition, functions, and procedure to develop a policy for determining
committee rigorously evaluates all material
responsibilities of all board committees The committee also oversees the Internal the remuneration of directors and officers in
RPTs to ensure fair economic terms compared
should be detailed in their respective Audit Department, recommending the alignment with the Corporation's culture,
to transactions with non-related parties under
charters. All committee charters must be appointment or approval grounds for an strategy, and the business environment.
similar circumstances and to prevent
made publicly accessible on the Corporation's internal audit head or CAE. The AR Committee misappropriation or misapplication of
website. further plays a pivotal role in developing a Governance Policies
corporate resources. Additionally, the
comprehensive enterprise risk management committee ensures appropriate disclosure to
The Board has established specific plan, overseeing its implementation, and In Victorias Milling Company, Inc. (VMC),
committees to aid in fulfilling its duties and regulating and supervising authorities
regularly evaluating its relevance, ethical conduct and transparency form the
aligning with principles of good corporate regarding RPT exposures and policies on
comprehensiveness, and effectiveness. foundation of its corporate policies,
governance. Additionally, the Board reserves conflicts of interest or potential conflicts of
Additionally, the committee ensures underscoring the Company’s commitment to
the right to create other committees or interest, providing information on managing
appropriate disclosure to regulating integrity, compliance with laws, and
sub-committees as deemed necessary. While material conflicts that may arise due to
authorities regarding the company's RPT accountability to stakeholders. These policies
the committees are primarily composed of affiliations or transactions with related
exposures and policies on conflicts of interest. provide a framework for promoting ethical
Board members, they have the authority to parties.
behavior, preventing conflicts of interest,
46 47
CORPORATE GOVERNANCE
ensuring transparency in financial dealings, communication is likely to result in a violation disclosures. These disclosures aim to rules, regulations, or public policy mandates.
and encouraging a culture where employees of the preceding SRC Rule. highlight the potential impact of related VMC is committed to encouraging its
can report concerns confidentially. parties on VMC's financial position and profit employees to uphold the highest standards of
B. Conflict of Interest (or loss), encompassing transactions and integrity and accountability by facilitating
A. Insider Trading outstanding balances, including commitments internal reporting channels for suspected or
The policy explicitly prohibits all members of with such parties. actual violations of company policy, practices,
This policy expressly prohibits any director, the Board of Directors, officers, executives, laws, or regulations. The company pledges to
officer, executive, employee, consultant, or employees, and consultants of VMC from For transparency and scrutiny, any "Related conduct thorough investigations into alleged
relative of these individuals who has access to acquiring any personal or pecuniary interest, Party" or "Corporation," along with its violations, take appropriate corrective actions,
material non-public information regarding the whether actual or apparent, that conflicts with subsidiaries or affiliates, is required to and ensure protection against retaliation,
securities of VMC from engaging in acts of their duties in VMC. Conflict of interest may disclose any related party transaction to discrimination, harassment, or adverse
insider trading. Insider trading is defined as arise in various areas, including dealings with VMC’s Risk & Corporate Governance personnel actions for employees reporting in
the unlawful sale or purchase of securities by suppliers, contractors, business partners, Committee before engaging in any transaction good faith. Confidentiality is prioritized, and
an insider while possessing material consultants, or third parties; interactions with with VMC. The responsibility for disclosing the whistleblower's identity will remain
nonpublic information. directors, employees, consultants, and related party transactions and adhering to undisclosed unless required as a witness.
prospective employees and consultants; other applicable disclosure requirements of VMC emphasizes its commitment to
It is also prohibited for any insider to holding directorship, executive positions, or the Securities and Exchange Commission lies investigating reports appropriately, even if
communicate such information to another employment in other companies or with VMC’s Finance/Accounting Department. submitted anonymously, ensuring information
person if the insider knows or has reason to organizations; use of property, services, and Furthermore, VMC shall undertake a reliability through validation from reliable
believe that the recipient will likely buy or sell other resources; interactions with dealers and comprehensive review of related party sources.
the securities based on the confidential distributors of VMC’s products; and dealings transactions, evaluating whether these should
information. Additionally, in the context of a with customers or clients. be governed by its Policy on Conflict of Our Reporting Channels
tender offer, it is unlawful for any insider to Interest.
communicate material nonpublic information To address and manage potential conflicts of If a person happens to know someone
related to the tender offer to any person if the interest, directors, officers, executives, D. Whistleblowing connected with VMC who has done acts that
insider knows or has reason to believe that employees, and consultants are required to are not in accordance with policies set by the
such person will likely buy or sell the declare and disclose, in writing, any actual or Integral to Victorias Milling Company, Inc.'s Company, a report must be submitted
securities while in possession of such potential instances of conflict of interest as (VMC) business philosophy are the principles regarding the incident by answering the
information. defined in this policy. In cases where business of integrity and accountability. As a matter of Whistleblowing form:
transactions cannot be avoided or when a policy, all directors, managers, and employees
Where a tender offer has commenced or is particular transaction may potentially result in at VMC are expected to conduct themselves Whistleblowing Form:
about to commence, it shall be unlawful for a conflict of interest, the concerned director, with integrity, honesty, and in strict adherence https://forms.gle/Wmcsb4v6y9wkPeUX8
any person (other than the one offering) who officer, executive, employee, or consultant to Philippine laws. The Policy on
is in possession of material nonpublic must provide a written disclosure about the Whistleblowing has been instituted to provide Mobile/Telephone Number:
information relating to such tender offer to transaction. Furthermore, the individual a confidential reporting channel enabling (+63) 9178125849 / (034) 702-4874
buy or sell the securities of the issuer if this involved should refrain from direct or indirect individual employees to disclose information
person knows (or has reason to believe) that participation at any stage of the transaction related to suspected misconduct, malpractice, Email: [email protected]
the information is nonpublic and has been and must not sign any document related to it. or irregularities. Importantly, it is not intended
acquired directly or indirectly from the one Mail: Paner Hosaka & Ypil Attorneys-at-Law,
to fuel personal disputes or challenge financial
who made the tender offer, those acting on its C. Related Party Transactions Unit 502, Pacific Center Building, 33 San
or business decisions made by the
behalf, the issuer of the securities, or any Miguel Avenue, Ortigas Center, Pasig City,
Corporation.
insider of such issuer. It is likewise unlawful In alignment with the Mission and Philosophy Philippines 1600
for anyone making the tender offer, those of Victorias Milling Company, Inc. (VMC), A whistleblower, as defined in this policy, is an
acting on its behalf, the issuer of the securities which emphasizes truthfulness, honesty, and employee who engages in various acts,
sought or to be sought by such tender offer, transparency with customers, business including disclosing activities believed to
and any insider of such issuer to communicate partners, employees, and stakeholders, VMC violate laws, rules, or regulations; providing
material nonpublic information relating to the expresses its commitment to ensuring that its information to investigating committees; or
tender offer to any other person when such financial statements include necessary objecting to practices inconsistent with VMC
48 49
DR. LUCIO C. TAN
CHAIRMAN EMERITUS
VICTORIAS MILLING COMPANY, INC.
On July 2, 2019, in the city of Manila, Victorias Milling Company, Inc., through its
Board of Directors, conferred upon DR. LUCIO C. TAN the distinguished title of
CHAIRMAN EMERITUS as a gesture of profound gratitude and appreciation.
Driven by an appetite for challenge and opportunity, Dr. Lucio Tan can recognize
greatness in institutions whose true worth surpasses conventional valuation
metrics. With VMC, his role extends beyond corporate revival; it is his noble
commitment to safeguard and preserve the rich historical tapestry of the company.
VMC proudly stands as one of the Philippines' premier sugar milling companies.
Dr. Lucio Tan supported VMC by providing the essential capital necessary to
comply with the terms and conditions of the company's corporate rehabilitation
plan. VMC had submitted this plan to the Securities and Exchange Commission
(SEC) in 1997 in the wake of financial turbulence during the 1990s.
Thirteen years later, in 2016, VMC, propelled by Dr. Tan's steadfast commitment,
effectively met its financial obligations, signifying the conclusion of a particularly
challenging chapter in its history. The narrative of VMC's success is intertwined
with Dr. Lucio Tan's belief and confidence in both VMC and the sugar industry.
VMC's abiding gratitude towards Dr. Lucio Tan resonates as a testament to his
benevolence, wisdom, and discerning foresight, all of which ultimately empowered
VMC not only to recover but also to endure.
50 51
VMC BOARD
OF DIRECTORS
During VMC’s Annual Stockholders’ Meeting blend of financial expertise and security organizations within his sphere of expertise. Investment Manager within the VCY Group of
held on February 7, 2023, the following were knowledge. Moreover, his role as a trustee of He serves as a Director of several significant Companies. In addition to her role at VMC, Ms.
elected as members of the VMC Board of Filipino Veterans, Inc. (Filvets, Inc.) entities, including VFC, VALCO, CDC, VGEC, and Lorenzo serves as the Chairman of VFC.
Directors to serve as such from February 7, underscores his commitment to honoring and VGCCI, demonstrating his extensive
2023 and until their successors shall have supporting Filipino war veterans. His involvement in various facets of the industry. 5. Peter Y. Ong, Filipino, has a rich and
been duly elected and qualified: dedication to making a positive impact on diverse background in both corporate
society and his diverse skill set make him a 3. William Y. Chua, Filipino, is a distinguished leadership and strategic consultancy, making
1. Wilson T. Young, Filipino, currently holds valuable asset to the organizations and leader with a notable presence in several key him a highly valued member of the VMC board
the position of Chairman of the Board at VMC, causes he supports. corporations, each contributing to his diverse since his election on May 27, 2016. His
where he plays a pivotal role in the company's portfolio of professional engagements. contributions extend beyond VMC,
leadership and decision-making processes. 2. Linley A. Retirado, Filipino, stands as a Currently, he is the President of three encompassing various roles in different
His influence, however, extends far beyond the prominent figure at VMC, where he currently prominent companies: Agro Bulk Marine organizations. Within the VMC board, Mr. Ong
corporate world. He serves as a member of serves as the President. His journey to this Corporation, Wilch Realty Corporation, and MC plays a crucial role as a member of the Audit
the Board of Trustees of the University of the prestigious position is a testament to his Metroplex Holding Corp. In addition to his and Risk Committee and the Budget
East and holds the position of Vice-Chairman dedication and expertise in the field. Mr. corporate roles, Mr. Chua holds the position of Committee. These positions emphasize his
at the University of the East Ramon Retirado’s educational background laid the Vice President within the Federation of Sugar commitment to ensuring financial
Magsaysay Memorial Medical Center, Inc. His foundation for his remarkable career, as he Traders of the Philippines. This leadership role transparency, accountability, and prudent
involvement in these institutions underscores graduated from the University of San Carlos in reflects his commitment to the sugar trading budgeting within the organization. Mr. Ong's
his commitment to nurturing the next Cebu City with a Bachelor of Science in sector and his dedication to advancing the involvement with various organizations,
generation of leaders and professionals. Chemical Engineering. interests of industry professionals. including LT Group, Inc., Allied Bankers
Insurance Corporation, Allied Leasing &
Furthermore, Mr. Young extends his influence His journey at VMC began in 1987 when he 4. Reggie Hannah Y. Lorenzo, Filipino, stands Finance Corporation, Solar Holdings
to the field of healthcare as a member of the joined as a Cadet Engineer. Over the years, he as a key financial figure within the corporate Corporation, Basic Capital Investment Corp.,
International Board of Advisers of the displayed remarkable commitment and talent, landscape, holding pivotal positions in various Iris Holdings & Development Corp., Allied
Philippine School of Prosthetics and Orthotics; steadily rising through the ranks within the organizations. Her role as Treasurer of VMC, Savings Bank, and Eton Properties Philippines
and to the field of sports as a member of the organization. His ascent within VMC reflects coupled with her position as Chairman of the Inc., showcases his extensive network and
Board of Managing Directors of the University his outstanding contributions and leadership Audit and Risk Committee, underscores her influence in diverse industries.
Athletic Association of the Philippines (UAAP) skills. instrumental role in financial oversight and
Inc. He is also deeply committed to various risk management. A Certified Public 6. Anna Rosario V. Paner, Filipino, serves as
charitable foundations. He serves on the His influence extends beyond VMC's internal Accountant by profession, Ms. Lorenzo the Chair of the Legal, Nominations, Corporate
boards of the Mithing Pangarap Foundation, operations. In 2013, he assumed the role of graduated in the top 10% of her class from the Governance, and Related Party Transactions
Inc., Norfil Foundation, Inc., and the National President of the Philippine Sugar University of St. La Salle, earning a Bachelor Committee in VMC, showcasing her role in
Defense College of the Philippines Educational Technologists Association, Inc., showcasing of Science in Accountancy. She holds a ensuring legal compliance, ethical conduct,
and Development Foundation, Inc. His his commitment to advancing the sugar Masters of Business Administration Degree and effective corporate governance practices.
involvement in these organizations highlights industry in the Philippines. The following year, from the Hongkong University of Science and She also serves as a member of the Audit and
his passion for philanthropy and making a he took on the role of Chairman within the Technology. Ms. Lorenzo's professional journey Risk Committee, contributing to the
positive impact on society. same association, underscoring his dedication also includes serving as a Junior Auditor in organization's financial oversight and risk
to fostering growth and innovation within the Sycip, Gorres, Velayo (SGV) & Co., one of the management.
As a Certified Public Accountant (CPA) with a industry. Philippines' leading accounting firms, and as
Master's Degree in National Security General Manager of VCY Sales Corporation. As a private law practitioner since 1996, Atty.
Administration, Mr. Young possesses a unique Furthermore, his influence extends to other She currently holds the crucial role of Paner is one of the founding partners of Paner
52 53
VMC BOARD OF DIRECTORS
& Ypil Attorneys-at-Law (formerly Paner hospitality industries. He held the position of since 2017 underscores his involvement in the the organization and his instrumental role in
Hosaka & Ypil Attorneys-at-Law). She holds a Chairman at PNB Holdings Corp., further company's strategic decision-making and its growth and success.
Juris Doctor degree from the Ateneo de illustrating his influence in the banking sector. governance. Mr. Yu completed a Bachelor of
Manila School of Law and a Master's Degree in Additionally, his directorship roles at PAL Science degree in Management and Industrial Mr. Yu pursued Business Management at the
National Security Administration from the Express, Treasurer & Director at PAL Engineering at the Mapua Institute of Ateneo de Manila University and completed
National Defense College of the Philippines. Holdings, Inc., and Director & Treasurer at Technology. He is also a Master's Degree the Owner/President Management Program
Zuma Holdings & Management Corp. reflect holder in Business Administration from the from Harvard Business School.
Beyond her legal career, Atty. Paner holds his involvement in the aviation and hospitality University of the Philippines, Diliman.
significant leadership roles in other notable sectors. His current roles as President and The aforementioned are also the duly elected
organizations. She currently serves as the Chief Operating Officer in both Asia Brewery, In addition to his role at VMC, Mr. Yu holds the members of the Board effective February 7,
Vice-Chairman of VFC, playing a crucial role in Inc. and LT Group, Inc. underscore his position of President and General Manager of 2023.
the strategic direction of the company. Her influence and expertise in the beverage Victorias Golf & Country Club, Inc. He also
chairmanship at VGCCI demonstrates her served as the President of VFC until this year. The following are the appointed corporate
industry, and his extensive experience in
involvement in recreational and social officers effective February 7, 2023:
various sectors makes him a prominent figure
endeavors. Atty. Paner also holds positions of in the Philippine corporate landscape. 10. Alvin C. Yu, Filipino, is a prominent
business leader of multiple corporations, 1. Wilson T. Young, Chairman of the Board of
authority in VALCO and CDC, where she
spanning various industries. His extensive Directors
serves as Vice Chairman and Corporate 8. Kyle Ellis C. Tan, Filipino, serves on several
roles highlight his versatility and expertise in 2. Anna Rosario V. Paner, Vice Chairman
Secretary. Her involvement in these entities crucial VMC Board committees, including the
managing diverse business ventures. As the 3. Linley A. Retirado, President and Chief
highlights her multifaceted leadership Executive Committee, Human Resource and
President of Narra Capital Investment Manufacturing Officer (The latter post was
capabilities and her ability to navigate Remuneration Committee, and Legal,
Corporation and Bacolod DN Triumph Steel held until July 31, 2023)
complex corporate structures. Nominations, Corporate Governance and 4. Mr. Arnel J. Amparo, Chief Manufacturing
Related Party Transactions Committee. In his Corporation, Mr. Yu oversees investment
Officer starting August 1, 2023 – present
7. Michael G. Tan, Filipino, holds the positions capacity as Chief Operating Officer & Director strategies and financial decisions, contributing
5. Phoebe Lou B. Pastera, Chief Operating
of President, Chief Operating Officer, and at Himmel Industries, Inc., and Manufacturing to the companies' growth and profitability.
Officer
Director of Asia Brewery, Inc. This role Services & Trade Corp. Mr. Tan plays an 6. Reggie Hannah Y. Lorenzo, Treasurer
positions him at the helm of one of the instrumental role in overseeing operations Mr. Yu graduated from the Ateneo de Manila
7. Emmanuel S. Ypil, Corporate Secretary
Philippines' leading beverage companies, and contributing to the growth and success of University with a degree in Management 8. Kristine D. Cabuguason, Chief Finance
overseeing its operations, growth, and these companies. Engineering and completed the Officer and Creditor-Appointed Controller
strategic direction. In addition to his role at Owner/President Management Program from 9. Eva A. Vicencio-Rodriguez, Assistant
Asia Brewery, Inc., Mr. Tan also serves as the Mr. Tan also holds the position of Executive Harvard Business School. Corporate Secretary, Compliance and
President, Chief Operating Officer, and Vice President for Tanduay Distillers, Inc, Information Officer, and Chief
Executive Director of LT Group, Inc. (formerly Treasurer and Director at MacroAsia Corp., 11. Martin C. Yu, Filipino, is a distinguished
Administrative Officer
Tanduay Holdings Inc.), one of the Philippines' Vice President for Kilter Realty & business leader with a remarkable career that
renowned conglomerates with interests in Development Corp. and holds positions on the spans both directorship roles and his
diverse industries. Moreover, his involvement boards of seven other companies. This presidency of Firefly Electric & Lighting
in the travel industry is evident through his extensive involvement showcases his diverse Corporation. His directorship at VMC since
role as President of Lucky Travel Corp., skill set and his ability to manage a wide 2014 underscores his significant role in
highlighting his versatility and ability to range of business interests. shaping the strategic direction and
manage businesses in different sectors. governance of the company. As the President
9. Victor T. Yu, Filipino, serves as Director and of Firefly Electric & Lighting Corporation since
Mr. Tan has also been associated with Consultant of Sales and Business 2001, Mr. Yu plays a central role in leading
significant entities within the aviation and Development at VMC. His directorship at VMC and managing the company. His long-standing
tenure as President signifies his dedication to
54 55
VMC EXECUTIVE
OFFICERS Linley A. Retirado
President and Chief Manufacturing Officer
Phoebe Lou B. Pastera Information Officer of VMC. This role highlights her
involvement in governance and regulatory
Chief Operating Officer compliance, ensuring that the company adheres to
legal and corporate standards. She also serves as
Phoebe Lou B. Pastera, Filipino, serves
Corporate Secretary in several VMC subsidiaries,
as the Chief Operating Officer (COO) of
including VFC, VGCCI, and VGEC, showcasing her
VMC. Ms. Pastera's career journey
commitment to governance and legal affairs across
includes valuable experiences at
the VMC Group of Companies. Moreover, she holds
Punongbayan Araullo, an accounting
the positions of President and Director at CDC and
firm, and ANZ Global Services and
VALCO.
Operations (Manila), where she served
as Operations Manager. She graduated
Atty. Rodriguez completed her Bachelor's degree in
from UP-Visayas with a degree in
Psychology from West Negros College, graduating
Accountancy and is a CPA by profession.
Magna Cum Laude. She holds a law degree, and a
Masters in Business Administration from the
University of St. La Salle.
56 57
DIVISION
OFFICERS
DISTILLERY
L-R: Wilberto Tiangson,
Giannina Kaw, Wilson Chiu
SUGAR
L-R: Anthony Sanchez, Marlowe Lugador, Hanzel Malayo
POWER
L-R: Jesus Edmundo Cardeñas, Raymond Ledesma,
Glenn Sanchez, John Roel Rodriguez
58 59
DEPARTMENT
OFFICERS
CMO GROUP
L-R: Jesus Edmundo Cardeñas, Linley Retirado, CFO GROUP
Russel Servando, Giannina Kaw, Anthony Sanchez L-R: Jamaica Jagonos, Kristine Cabuguason, Robert Lau,
Ma. Evelyn Segaya, Diana Aporador
CAO GROUP
L-R: Eva Rodriguez,
Jose Ramon Eduardo Unson
60 61
VICTORIAS MILLING COMPANY, INC.
AND SUBSIDIARIES
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Main Office & Millsite
VMC Compound, J. J. Ossorio St.
Barangay XVI, Victorias City, Negros Occidental
Subsidiaries
Victorias Foods Corporation
Victorias Agricultural Land Corporation
Canetown Development Corporation
Victorias Golf and Country Club, Inc.
Victorias Green Energy Corporation
Legal/Rehabilitation Counsel
Atty. Emmanuel S. Ypil
Paner and Ypil Attorneys-at-Law
(Formerly Paner Hosaka and Ypil
Attorneys-at-Law)
502 Pacific Center Building
33 San Miguel Avenue,
INVESTOR
Ortigas Center, Pasig City
Rehabilitation Receiver
External Auditor
Reyes Tacandong & Co.
BDO Towers Valero (formerly Citibank Tower),
8741 Paseo de Roxas, Makati City, 1226
Metro Manila
victoriasmilling.com
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