Conflict of Interest

• A.

  Affiliated Party refers to any person, natural or juridical, other than the Company, with which a director, employee, or officer of the Company has a financial, professional or personal relationship or interest. This includes, among others:

  • 1.Relatives as defined in this Policy;
  • 2.Corporations or firms other than the Company where a Director, Officer, Employee and/or his relative holds a position as director, officer, executive, employee or consultant;
  • 3.Corporations, other than the Company, owned by the Directors, Officers, or Employees of the Company, or their relatives, which hold, either singly or collectively, more than ten percent (10%) of the subscribed capital or equity of such corporations.
  • 4.Partnerships in which a Director, Officer, Employee or an Affiliated Party is a partner;
  • 5.Co-ownership wherein a Director, Officer, Employee, or his affiliated Party is a part owner of the property sold, assigned or leased to the Company; and
  • 6.Relationship by reason of wedding, baptismal or sponsorship (i.e. the godparents; goddaughter; godson; or “kumpare/kumare”) of the Employee or of his spouse or children.

  Business dealings or transactions of an Officer or Employee in behalf of the Affiliates or Subsidiaries of the Company are excluded from the definition of Affiliated Party.

• B.

  Board refers to the Board of Directors of the Company.

• C.

  Clearance or Approving Authority refers to the individual or office who/which exercises the duties and responsibilities enumerated under Section VII: Compliance and Enforcement. This includes the Group Head, Organization/BRU Head of the employee, President or CEO or his representative, and the Audit Committee, as the case may be.

• D.

  Company refers to the Customer Frontline Solutions, Inc.

• E.

  Confidential or Proprietary Information shall include, but shall not be limited to, any and all trade secrets and any other information, methods, processes, formulae, systems, business, technical, marketing, computer and administrative records, including customer lists, plans, software and other data developed, created, acquired or maintained by the Company.

• F.

  Conflict of Interest Situation refers to a situation where financial or business interest, professional, or other personal considerations or interests may influence, jeopardize or compromise, or have the appearance, tendency or propensity of influencing, jeopardizing or compromising, the ability of directors, officers or employees to effectively and impartially or objectively exercise independent judgment in the performance of their duties, responsibilities or professional activities in the Company.

• G.

  Consultancy refers to the act of providing professional or expert advice, for a consideration, in a particular field like management, energy services and technology.

• H.

  Director refers to a member of the Board of Directors of the Company.

• I.

  Employees refer to all persons under the employ and in the active payroll of the Company

• J.

  Gifts may be a right, privilege, or a thing of value, like cash or cash equivalent, loan, fee, reward, commission, allowance, employment, travel and any other form of benefit.

• K.

  Officer refers to an officer of the Company as defined in its By-laws.

• L.

  Relatives refer to persons related up to the third degree, by consanguinity, affinity or legal adoption, including the spouse, parents, children (and their spouses) siblings, (and their spouses), nieces and nephews (limited to children of brothers or sisters) [and their spouses], grandparents, and aunts and uncles (limited to sisters or brothers of parents); and the common-law spouse and/or his relatives of up to the third degree, by consanguinity, affinity or legal adoption. For purposes hereof, Relatives shall include first cousins.

• M.

  Third Party refers to any person, natural or juridical, that has existing and/or expected business dealings with the Company, including, but not limited to, prospective or existing suppliers, contractors, buyers, customers, government agencies, or all other business partners who are or may be similarly situated.

This Policy covers all possible conflicts of interest between the financial, professional or personal interests or activities of i) Directors, Officers, or Employees; or ii) Affiliated Party, and the business interest of the Company.

The following are situations or events which may give rise to or result in a Conflict of Interest Situation. Other situations not described herein shall be evaluated on a case to case basis by the Clearance Authority within the context of this Policy.

• A.

  Corporate Opportunity and Outside Investment

  • 1.

    Having a part in recommending, decision-making or approving; or in influencing decisions in the granting of awards; or in selling or leasing Company property; or in establishing prices, customer deposits, and discounts; or in disseminating information about the availability of service and Company property, with respect to, or in favor any of his Affiliated Parties.

  • 2.

    Soliciting personal business from customers or suppliers/vendors of the Company.

  • 3.

    Using the Company’s resources for personal or non-Company activities or for purposes outside of the Company's corporate mission/vision.

  • 4.

    Using the Company’s non-public, confidential or proprietary information for his or another person’s gain or advantage, including the purchase or sale of securities of the Company and/or in a business the Company is interested in acquiring, selling, establishing or terminating business relations with.

  • 5.

    Using the Company’s name, trademark and other intellectual properties or data, facilities and resources in connection with, among others, the following instances:

    • a.

      Sponsoring, recommending or promoting any commercial service or product, unless such is at the request of the Company or is part of the Director, Officer, or Employee's Company duties or responsibilities;

    • b.

      Granting Third Parties access to Company facilities or services for purposes outside of the Company's mission, or offering favors to said Third Parties to gain favors for one’s self or for any of his Affiliated Party;

    • c.

      Granting unauthorized access of confidential or proprietary information to others; and

    • d.

      Providing preferential access to the Company's resources and facilities, or giving preferential treatment or advantage, to Third Parties for personal gain or in exchange for a Gift in favor of any of a Director’s, Officer’s or Employee’s Affiliated Party.

• B.

  Relationships

  Additional in1stances or events that may give rise to a Conflict of Interest Situation under this Section are as follows:

  • 1.

    When Directors, Officers or Employees take part in decisions to transact business with an Affiliated Party. These include, but shall not be limited to:

    • a.

      The execution of any contract between the Affiliated Party and the Company for the procurement of supplies or services, and lease or sale of property.

    • b.

      The valuation, recommendation and/or approval of business, project proposals, or transactions of the Company with an Affiliated Party.

  • 2.

    Exerting pressure/influence with respect to the hiring by the Company of an Affiliated Party.

  • 3.

    Personal relationships at work, when such can influence or compromise a Director’s, Officer’s, or Employee’s decisions or actions involving his subordinate, or which could affect hiring, job responsibilities, work duties, promotions, performance evaluations, and/or compensation.

• C.

  Gifts

  Soliciting or accepting gifts, in any form, from a Third Party with existing or intended business dealings with the Company, in consideration of any act or omission affecting, or transaction involving the Company.

• D.

  Outside Employment and Other Services

  A Director, Officer, or Employee shall avoid accepting a position or employment, or carrying out work outside of the Company and/or its subsidiaries where a Conflict of Interest or loyalty may arise and which may significantly affect the Director's, Officer's, or Employee's efficiency in the performance of duties and obligations or otherwise adversely affects one’s work.

• E.

  Personal loans

  The Company shall not, directly or indirectly, including through any Subsidiary or Affiliate, grant or arrange for any credit (or extensions thereof) in the form of personal loans to any Director or officer, unless allowed by applicable laws and regulations.

• A.

  The Human Resource Department shall oversee compliance of this Policy. The Human Resource Department, Directors, President or CEO shall take appropriate actions on Conflict of Interest Situations that are not specified in this Policy.

• B.

  The Human Resource Department shall have the following duties and responsibilities:

  • 1.

    Evaluate Conflict of Interest Situations disclosed to them and determine if the same is permissible.

  • 2.

    Issue opinion or advice to concerned Directors, Officers, or Employees on potential or actual Conflict of Interest Situations.

  • 3.

    Ensure that mitigation measures are in place for authorized conflict of interest situation and this must be clearly stated as part of the approval.

• C.

  Any Conflict of Interest Situation that has not been disclosed in violation of this Policy shall be dealt with administratively in accordance with the provisions of the Code of Ethics or the Code on Employee Discipline, or other Company policy or guidelines, whichever is applicable.

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