Supplier’s Code of Business Conduct and Ethics

For the purpose of this Policy, the following definition of terms shall be used:

• 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 te n 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.

• B.

  Company premises means all landholdings, buildings and all other properties owned by or rented by the Company. It also covers the working area occupied by employees assigned on the field including Company vehicles.

• C.

  Confidential Information refers to all non-public information that might be useful to competitors or harmful to the Company or its customers if disclosed. This includes but is not limited to business plans, products, technical data, specifications, documentation, rules and procedures, contracts, presentations, know-how, product plans, business methods, product functionality, services, data (including customer and employee data), markets, competitive analysis, databases, formats, methodologies, applications, developments, inventions, processes, payment, delivery and inspection procedures, designs, drawings, algorithms, formulas, or information related to engineering, marketing, or finance and any other information that may be reasonably construed as confidential to the Company.

• D.

  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.

• E.

  Gifts may be a right or thing of value, like cash or cash equivalent, loan, fee, reward, commission, allowance, employment, travel, accommodation, sponsorship to conferences, seminars or trainings, among others.

• F.

  Material Information means information that a reasonable investor would consider important in making an investment decision.

• G.

  Supplier refers to an entity or individual who provides the needed goods or services to the Company, which may be a consultant, vendor, contractor or financial institution. This includes existing and prospective suppliers.

• H.

  Weapon is a firearm, ammunition, explosive, or any other device or object that can be used to cause physical injuries or death to persons and/or damage to property.

• A.

  ENVIRONMENT, SAFETY AND HEALTH

  • 1.

    Safety at the Workplace

    The Company strives to provide each employee, officer and other stakeholders with a safe and healthy environment. As such, the Suppliers are expected to perform their companyrelated work in a safe manner, free from the influence of alcohol, illegal drugs or controlled substance and to help and encourage others to work safely, and always put safety first.

    Towards this end, all Suppliers shall at all times ensure:

    Compliance with all applicable environmental and workplace safety and health rules and regulations, by:

    • a.

      Immediately reporting to the Company business contact all accidents, occupational injuries and illnesses, and any unsafe equipment, practices or conditions that it cannot conditionally correct.

    • b.

      Being mentally and physically fit to perform the services expected of them.

    • c.

      Non-toleration of any kind of violence including threatening behavior and prohibiting the bringing in, possessing, storing or using of any type of weapon or prohibited drugs or controlled substances within the Company premises or Company assigned work areas.

  • 2.

    Safety of the Environment

    Suppliers are committed to conduct its business in an environmentally responsible manner and comply fully with all the applicable environmental laws and regulations.

  • 3.

    Emergency Prevention, Preparedness, and Response

    Whenever applicable, Suppliers shall anticipate, identify, and assess emergency situations and events and minimize their impact by implementing emergency plans and response procedures, including emergency reporting, worker notification and evacuation procedures, worker training and drills, appropriate first-aid supplies, appropriate fire detection and suppression equipment, adequate exit facilities, and recovery plans. Suppliers that support the Company’s real-time operation and financial functions shall have its Business Continuity plans in advance and regularly tested to sustain the supply and/or delivery of its services despite the occurrence of an emergency, crisis situation, natural disaster or security related event. Suppliers may be asked to provide the Company with copies of their plans, exercise and training records.

• B.

  BUSINESS ETHICS

  • 1.

    Anti-bribery Corruption

    Corruption, extortion and embezzlement, in any form or manner, are strictly prohibited. Suppliers shall comply at all times with all applicable anti-bribery and anti-corruption laws. Suppliers shall not offer, accept, promise, pay, permit or authorize bribes and kickbacks, which include giving gifts to the Company’s Directors, Officers, Employees, or Consultants or other means to obtain an undue or improper advantage.

    Suppliers shall ensure that their business records including all requests for payments, fully and accurately reflect transactions, expenditures and/or services performed.

  • 2.

    Giving Gifts

    Suppliers are prohibited from giving gifts to Directors, Officers, Employees, or Consultants of the Company.

    Tokens like corporate giveaways as customary business courtesies may be allowed on exception cases but should be governed by the Company’s Policy on Solicitation and Acceptance of Gifts (Gifts Policy).Gifts of cash or cash equivalents, such as gift cards, are prohibited.

    Immediate disclosure to Company’s Compliance Officer is required in case the Supplier insists on providing gifts of any value to the Company’s Directors, Officers, Employees, or Consultants.

    Suppliers shall seek clearance from their business contacts in the Company or the Company’s Compliance Officer, prior to undertaking actions that are covered by or have implications on the provisions of Gift Policy in order to avoid violations.

  • 3.

    Conflict of Interest

    It has always been and continues to be the intent of the Company that its Suppliers maintain the highest ethical standards in the conduct of its business. The Company expects its Suppliers to conduct its business with the highest degree of integrity, fairness and transparency, in accordance with all applicable rules and regulations and in a manner that excludes consideration of personal advantage. Suppliers are required to declare any material/personal interest which may affect or be seen to affect the work they are contracted to perform. Strict adherence to this Policy will protect the Company and Suppliers from criticism, litigation or embarrassment that might result from alleged or real conflicts of interest or unethical practices.

  • 4.

    Disclosure of Information

    Suppliers shall accurately record and disclose information regarding their business activities, structure, financial situation and performance in accordance with applicable laws and regulations and prevailing industry practices.

  • 5.

    Whistleblower Protection and Anonymous Complaints

    Suppliers shall create appropriate program/s that will protect and ensure the confidentiality of whistleblowers and prevent retaliation against those who participate in such programs. Suppliers shall provide an anonymous complaint mechanism to report workplace grievances in accordance with local laws and regulations.

  • 6.

    Customer Relations

    The Company values the satisfaction and loyalty of its customers. Suppliers charged with serving these customers shall ensure that services rendered are delivered timely, adequately and with the highest degree of quality. Proper decorum and good customer relations are to be observed at all times.

  • 7.

    Labor and Human Rights

    Suppliers shall provide equal opportunity in all aspects of employment and shall not tolerate any illegal discrimination or harassment based on color, race, religion, nationality, origin, age, gender, marital status, sexual orientation, disability, or political affiliation.

  • 8.

    Legal Compliance

    All Suppliers shall respect and comply with all applicable laws, rules, regulations and local ordinances, including those relating to taxation, employment, human rights, the environment, health and safety where they operate.

• C.

  USE OF THE COMPANY’S ASSETS

  The Company’s assets such as computers, telephones and cell phones, fax machines, copy machines, conference rooms, vehicles, construction equipment, tools, and similar assets, which are within the disposal of the Supplier, shall be used solely and exclusive ly for the Company’s business.

  • 1.

    Computer and System Security

    All Suppliers shall respect and comply with all applicable laws, rules, regulations and local ordinances, including those relating to taxation, employment, human rights, the environment, health and safety where they operate.

  • 2.

    Confidential Information

    Suppliers shall not be given access to proprietary and/or confidential information of the Company unless authorized under a non-disclosure agreement, as such Suppliers are prohibited from copying, sharing, disseminating or using these information to discredit the Company or to gain personal advantage or benefit.

    For this reason, Suppliers with authorized access shall:

    • a.

      Maintain the confidentiality of information entrusted to them and on the Company’s customers, except when disclosure is properly authorized or legally mandated. This includes any information about a specific customer such as but not limited to the customer’s name, address, Social Security number, phone numbers, contact names, and billing data.

    • b.

      Not share confidential information with Affiliates, related parties or other entities without appropriate approval from the Company.

    • c.

      Not disclose non-public Material Information acquired while working with the Company that can be used in making investment decisions concerning the Company’s securities. The Company’s Insider Trading (Black Out) Policy prohibits trading while in possession of material nonpublic information and prohibits sharing this information with others to enable them to trade.

    • d.

      Be subject to the Company’s right to access, monitor and review usage of resources including but not limited to Company-issue devices, e-mail accounts, and other electronic or internet resources.

    Supplier’s commitment on the treatment of the Company’s confidential information shall be binding even after the termination or expiration of Suppliers’ engagement with the Company.

  • 3.

    Company Records and Disclosures

    Accurate records and disclosures are critical to the Company in meeting its legal, financial, regulatory, and management obligations. Suppliers shall ensure that all records, disclosures, and communications to the Company are full, fair, accurate, timely and understandable.

    Suppliers shall not hide, alter, falsify, or disguise the true nature of any transaction, nor forge endorsements, approvals, or authorizing signatures for any payment. If a record or disclosure is known to be misleading or false, this shall not be submitted, encoded, possessed, or approved and shall be reported immediately to its business contact in the Company.

  • 4.

    Retention of Records

    Suppliers shall implement document retention periods as may be reasonably prescribed by the Company.

  • 5.

    Endorsements

    Suppliers shall not use the Company’s name or trademarks in advertising, publicity, articles, catalogs, testimonials or product endorsements unless duly authorized in writing by the Company.

  • 6.

    News Media Inquiries

    Suppliers shall not make any representation or statement to the media or to anyone on behalf of the Company unless they are expressly authorized to do so by the Company. All inquiries from media or anybody shall be referred to Corporate Communication or Corporate Marketing Office of the Company.

• D.

  PRODUCTS AND SERVICE STANDARDS

  Suppliers that seek to do business with the Company shall demonstrate the ability to add value, and provide high-quality goods and services that are competitively priced, reliable, and aligned with its superior level of service.

  Suppliers shall abide with the following:

  • 1.

    Comply with all rules, regulations and statutory requirements relating to the provision of the products/services to the Company;

  • 2.

    Not act in collusion or connivance with any other suppliers or agents when participating in a bid;

  • 3.

    Supply only the products that are certified to be of good quality;

  • 4.

    Possess the necessary capabilities, equipment and suitable place of business to perform its obligations

  • 5.

    Not contract out, subcontract or outsource any portion of the products or services except with prior written consent of the Company;

  • 6.

    Maintain the highest standards of integrity and quality of work at all times;

  • 7.

    Supports fair competition based on quality, service and price.

The standards of conduct described in this Policy are critical for the success of the Company’s business relationship with its Suppliers. Suppliers are encouraged to report to the Company through its Compliance Officer any violations, breach or questionable activities that may prejudice the Company.

• A.

  Suppliers shall be responsible and accountable for providing accurate, complete and updated information required in the SBCC Form (Please see AnnexA) and shall comply with the relevant disclosure requirements prescribed by the Company.

• B.

  The Quality and Risk Management (QRM) shall oversee compliance of this Policy and with assistance of other organizations, shall be responsible for:

  • 1)

    Informing Suppliers of the Company of the SBC and ensure their commitment by facilitating the signing of the appropriate commitment form;

  • 2)

    Administration of the Suppliers’ Conflict of Interest Disclosure Form;

  • 3)

    Reviewing and validating the accuracy of the disclosed information by the Supplier;

  • 4)

    Random checking if Suppliers’ compliance to SBC.

  • 5)

    Recommendation of appropriate disciplinary action, without prejudice to any civil or criminal action which the Company may pursue, against the responsible parties who violate the SBC Policy; and

  • 6)

    Adoption of measures to prevent recurrence of such violation.

• C.

  QRM shall develop the implementing rules and regulations of this Policy; recommend appropriate sanctions to those found violating it. It also recommends improvements in risk mitigation and internal control procedures to this Policy.

This Policy shall be regularly reviewed and updated to conform to the requirements of applicable law, rules and regulations.

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