Code of Business Conduct and Ethics

Customer Frontline Solutions, Inc. (“CFS” or “the Company”) is committed to promote a culture of good corporate governance and uphold the fundamental corporate governance principles of fairness, accountability, integrity, transparency, and honesty in its business.

Accordingly, corporate gift-giving to public and private individuals or entities is prohibited when it constitutes bribery or corruption as defined herein.

STANDARDS OF BUSINESS CONDUCT AND ETHICS

Below are the commitments of CFS, its Directors, Officers, and Employees in their behavior and various business dealings as well as personal activities that may affect the Company in any manner:

I. COMPLIANCE

A.Engage in honest conduct and comply with all laws, rules and regulations governing the business operations of the Company and enfranchising its corporate existence, and operations.

B.Personally adhere to the requirements and restrictions imposed by laws, rules and regulations and the Company’s standards, policies, rules and procedures.

C. Avoid the commission of any act that may be construed as bribery and/or corruption, as defined by law or by the Company’s policies, to facilitate any transaction or gain any perceived or actual favor or advantage.

II. COMPETITION AND FAIR DEALING

A. Treat everyone with respect and be guided by professionalism, integrity, and good faith in transactions with and obligations to the Company’s customers, vendors, other third-party business partners, government, regulators, creditors, competitors and employees. In this regard, the Company, its directors, officers, and employees shall: 1.Commit to render adequate, reliable and efficient service at fair and reasonable cost to all customers -. 2.Treat the employees and applicants for employment fairly and not discriminate on account of gender, religion, age, nationality/ ethnicity, family status, or any other reasons prohibited by law. The hiring, training, compensation, and other standards of labor should be based on qualification, merit and performance. The Company shall foster harmonious relations among its employees based on mutual understanding, trust and respect. 3.Select, engage and compensate consultants, contractors and other third-party business partners based on qualification and labor and performance standards.

B.Avoid taking undue advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other form of deceptive or anti-competitive practice.

III. CONFIDENTIALITY OF INFORMATION AND PROPER USE OF PROPERTY

A. Safeguard the confidentiality of information entrusted by the Company, its subsidiaries, affiliates, customers, or other third-party business partners with which the Company relates, except when disclosure is authorized or legally mandated. 1.Confidential information includes any non-public information that might be of use to competitors, or harmful to the Company, its subsidiaries, affiliates, customers, or other third-party business partners with which the Company relates, if disclosed. 2.This confidentiality obligation shall survive the separation from the Company of its directors, officers or employees due to retirement, resignation, termination, expiration of term of office, or expiration or termination of contract, or any other cause.

B.

Maintain the integrity and availability of all information, data, books, records, files and other documents entrusted by the Company or in relation to its business and protect them against unauthorized or improper alteration, forgery, falsification, tampering, concealment, or destruction. As such, the Company’s property, systems, time, and resources:

1.Should be used efficiently, responsibility and only for legitimate purposes. 2.Should be used, maintained, processed, retained, or destroyed only in accordance with applicable laws and Company policies and standards. 3.Should always be protected against loss, damage, misuse, abuse or theft. 4.Should be made available for any audit or investigation by, or proceeding before, any official Company committee, body, or organization as well as governmental, regulatory, or judicial body having jurisdiction.

C.Respect and uphold the confidential and proprietary information of other companies and not knowingly appropriate, infringe or make an unauthorized use of a valid trademark, patent, trade secret or proprietary technology belonging to our Company or to another person or entity.

IV. CONFLICT OF INTEREST

A.

Act in the best interest of the Company and avoid activities, situations or associations which could impair the ability of the Directors, Officers, and Employees to perform their work in the Company’s interest or where even the appearance of a conflict of interest may arise.

1.A conflict of interest occurs:

  • a.When the private interest of a Director, Officer or Employee interferes or appears to interfere in any way with the interests of our Company as a whole; or
  • b.When a Director, Officer or Employee takes actions or has interests that make or appear to make it difficult to perform his or her Company work objectively and effectively.

2.Possible conflict of interest situations includes but are not limited to the following, with the corresponding principles or standards to be observed by Directors, Officers, and Employees:

  1. a.Corporate Opportunity

    Directors, Officers, and Employees should not take for themselves opportunities acquired through the use of corporate property, information or position/influence for personal gain, to compete with the Company, or act against the best interest of the Company.

  2. b.Relationships

    Directors, Officers, and Employees should avoid any actual or apparent conflict of interest and any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest. Business decisions are not motivated by personal considerations and/or relationships, which may interfere with the exercise of independent judgment that affects the interest of our Company in the performance of our duties to the Company.

  3. c.Gifts

    The Company restricts the solicitation or acceptance of gifts in any form from a third person or entity, directly or indirectly in consideration of any act, omission, or transaction of the Company favorable to such third person or entity with existing or intended business dealings with our Company.

    • i.A “gift” may be a right or thing of value, like cash or cash equivalent, loan, fee, reward, commission, allowance, employment, travel and benefits.
    • ii.The restriction shall not apply to: (a) a gift of nominal value voluntarily given by a third person or entity to a Director, Officer, or Employee of our Company as a souvenir or out of courtesy; or (b) a gift given for charitable projects for the benefit of the poor or the general public.

  4. d.Outside Investments

    Directors, Officers, and Employees should avoid taking part in, or influence, the decisions of the Company involving business transactions with entities in which they have a personal relationship or substantial financial interest.

  5. e.Outside Employment

    Directors, Officers, and Employees should avoid activities and interests that could significantly affect the objective or effective performance of their duties and responsibilities in the Company or which presents a situation that could compete or go against the interests of the Company, including business interests or unauthorized employment outside the Company.

    • i.Rendering outside professional work which presents potential conflict of interest, include, but are not limited to:
      • When a Director, Officer or Employee is employed by, or have a consultancy agreement with an entity which is a competitor of our Company;
      • When a Director, Officer, or Employee serves as a director, manager, or member of the board of directors of an entity which is a competitor of our Company.
    • ii.Within one (1) year after separation from service, any officer of the Company holding the position of Chief Executive Officer(CEO), Chief Operating Officer(COO), Treasurer, Chief Financial Officer(CFO), Comptroller, Chief Engineer, Senior Account Officer, and any other key officer or employee who had regular access to confidential, classified or restricted information shall not enter into or accept any employment, consultancy, management or any form of service contract with any person, corporation or entity that directly competes with the business of the Company.

B.Refrain from grant or arrangements of loans to any Director or Officer unless allowed by applicable laws and regulations.

C.Refrain from grant or arrangements of loans to any Director or Officer unless allowed by applicable laws and regulations.

V. COMMUNICATION AND DISCLOSURE

  • A.

    Strictly comply with the Company’s disclosure controls and procedures and internal controls requirements and not knowingly misrepresent, or cause others to misrepresent facts or information about the Company to others, whether inside or outside the Company, including the Company’s independent auditors, government regulators and self-regulatory organizations.

  • B.

    Ensure that the contents of, and the disclosures in, reports and documents that the Company files with, or submits to the Securities and Exchange Commission (the "SEC"), Bangko Sentral ng Pilipinas (“BSP”), other government agencies or regulators and all other Company’s public communications are complete, fair, accurate, timely and understandable in accordance with applicable disclosure statutes, listing rules, and standards of materiality.

  • C.

    Establish open communication links and make the appropriate disclosures regarding our corporate goals, objectives, rules, financial positions, material transactions with related parties, and prospects to all our stakeholders.

  • D.

    Actively encourage employees to actively participate in discussions and raise any legitimate work-related concern or issue.

VI. RISK MANAGEMENT AND INTERNAL CONTROL

  • A.

    Track and manage risk in the delivery of the Company’s commitments to the stakeholders. Monitoring and reporting of risk should be embedded as part of performance reporting in all levels of the Company.

  • B.

    Designate process owners to assess the risks of respective processes, design and implement necessary controls and procedures to mitigate the risks.

  • C.

    Ensure that internal organizational and procedural controls are embedded to support the operations of the different organizations within the Company.

VII. SHAREHOLDERS AND INVESTORS RELATIONS

  • A.

    Respect and protect the rights of the Company’s shareholders, including their right to a fair return on their investment. In this regard, Directors, Officers, and Employees should restrict or minimize the undertaking of risk so as not to jeopardize shareholder value. They fully assess and manage risks involved in undertaking strategies, acquisitions, activities, products, services and other business endeavors of the Company and adopt strategies, actions, decisions and transactions based on increasing shareholder value.

  • B.

    Comply with corporate governance requirements issued by the regulators and adopt best practices of good corporate governance in the conduct of business.

  • C.

    Ensure an independent audit of the Company’s financialstatements by external auditors.

  • D.

    Maintain complete and accurate books of accounts and records in accordance with the applicable provisions of law and generally accepted accounting principles and standards.

  • E.

    Monitor the adequacy and effectiveness of the financial reporting, governance, operations, and information systems, including the reliability and integrity of financial and operational information, the effectiveness and efficiency of operations.

VIII. GOVERNMENT AND REGULATORY RELATIONS

  • A.

    Maintain the right to any and all legal rights and remedies and invoke all administrative, judicial or other remedies.

  • B.

    Cooperate with regulators and advocate for change and reform within the bounds of law.

IX. COMMUNITY RELATIONS

  • A.

    Support socio-economic projects that improve the lives of the people, especially projects within the Company's franchise area.

  • B.

    Conduct our business and maintain workplace in accordance with applicable health, safety and environmental laws.

  • C.

    Consider the impact of business operations, projects and transactions on the environment and the communities and ensure compliance with environmental, safety and health regulations and standards.

  • D.

    Render immediate assistance in times of natural calamities and accidents to ensure that any danger to life or property is minimized and our operations, installations or facilities are restored as soon as possible.

  • E.

    Provide timely and adequate information on matters that affect the general public.

X. IMPLEMENTATION AND MONITORING

  • A.

    Directors, Officers, and Employees should commit to strictly comply with this Code and endeavor the same commitment from the Company’s business partners. There shall be no waiver of any of the provisions of this Code in favor of any Director, Officer, or Employee, except when expressly granted by the Board of Directors in case of waivers for Directors, the President and CEO in case of Officers, and the Organizational Head or Next Level Superior in case of Employees.

  • B.

    The Company’s Quality and Risk Management (QRM) has the specific task of implementing and monitoring corporate governance policies throughout the organization and the definition of the process by which such policies are implemented and monitored.

  • C.

    Each Director, Officer or Employee is encouraged to consult with the Compliance Officer or with the appropriate offices with the authority to enforce specific Code guidelines issued pursuant to this Code when in doubt about the best course of action in a particular situation relating to a subject matter of this Code.

  • D.

    Organizational Heads and Next Level Superiors have the responsibility for the monitoring, ensuring, and enforcing compliance with this Code within their area of jurisdiction. They shall also be responsible for reporting non-compliance with this Code to their hierarchy and to the QRM, including taking or implementing disciplinary actions after proper exercise of due process.

  • E.

    Directors, Officers, and Employees have the duty to report any observed violations of this Code and to communicate the same to the Organizational Heads or Next Level Superiors or the QRM, when appropriate. The Company shall take steps to ensure the protection of those who report violations in good faith. On the other hand, the Company shall impose sanctions on those who attempt to conceal or hamper the investigation of any violation of this Code.

  • F.

    The Company shall take all reports of potential violations of this Code seriously and shall commit to confidentiality and exercise of due process for the investigation of allegations. Employees who are under investigation for potential violation of this Code will have an opportunity to be heard prior to any final decision of the Company.

  • G.

    Any administrative investigation or penalty imposed under the provisions of this Code shall be independent of, and without prejudice to, any other legal action that may be instituted against the party concerned under existing laws and regulations.

  • H.

    Officers and Employees have the responsibility to have full knowledge of the provisions of this Code, and must agree to abide by its provisions. They must sign an acknowledgement form confirming that they have read this Code and agree to comply with the behavioral standards and norms set forth therein. Failure to read and confirm knowledge of this Code will not be an excuse for non-compliance.

  • I.

    The Company shall promulgate appropriate policies and guidelines for the effective implementation of this Code.

  • J.

    This Code shall be reviewed at least once every two (2) years or such other frequency as may be determined by the Board of Directors, appropriate Board committee, or the Compliance Officer.

This Policy was approved on February 19, 2021 by the Board of Directors.