GENERAL POLICY STATEMENT
No officer or employee may engage in any business or undertaking that is directly or indirectly in competition with or prejudicial to the interests of the Company or to the performance of his job or work assignments. If an employee faces a situation that may involve or lead to a conflict of interest, the employee is required to disclose such information and seek appropriate guidance.
This Conflict of Interest Policy forms part of the Integrity Assurance Program and sets out to achieve the following:
This Policy applies to all officers and employees of the Company.
All Officers and Employees
The following conditions may represent a potential conflict of interest, as such employees are required to disclose all relevant information.
B.1. Outside Investments
This pertains to business investments outside of the Company such as but not limited to:
B.2. Outside Employment
This refers to services provided outside of the Company for a fee such as but not limited to:
B.3. Outside Positions
This refers positions held outside of the Company which are not necessarily paid for such as but not limited to:
This refers to relatives who, in a business enterprise, in their employment or in their personal capacity, have current dealings with the Company, including but not limited to:
C.1. Disclosure Process
Officers and employees are required to submit to their immediate superior an Integrity Assurance Form which contains the Conflict of Interest Disclosure within 30 days upon employment and annually thereafter (on or before January 31).
Additionally, officers and employees are required to resubmit the form within 30 days of any subsequent change to their disclosure (i.e., a new relationship, a change to an existing relationship, or a termination of a relationship). Individual circumstances may require frequent submissions, particularly if there is continuing significant change in personal financial, activities, or relationships that would result in a conflict of interest as defined by the Policy.
The information provided must be accurate and may have a direct bearing on the individual’s employment status with the Company nd understood the Conflict of Interest Policy.
All forms shall be submitted to the Immediate Superior with a copy furnished to the Integrity Officer.
C.2. Resolution Process
The immediate superior reviews the Conflict of Interest Disclosure to determine if the employee is in a conflict of interest situation.
If there is a conflict of interest, the employee and immediate superior will have to discuss and agree on the steps to take to eliminate such conflict. If an agreement cannot be reached, the Integrity Officer will have to rule on the matter.
The employee or immediate superior may appeal the decision of the Integrity Officer to the SBU Head for final resolution.
C.3. Evaluation by the Integrity Officer
All Conflict of Interest Disclosure shall also be evaluated by the Integrity Officer.
In case the Integrity Officer disagrees with the immediate superior’s resolution, he will discuss with the latter to settle the matter. If an agreement cannot be reached, the matter will be elevated to the SBU Head for final resolution.
The Integrity Officer is responsible for the administration, interpretation, and application of this policy. The policy will be reviewed annually and revised as needed.
Implementing guidelines and procedures in support of this policy may be prepared by the Integrity Officer subject to the approval of the SBU Head.
This policy shall be approved by the Audit Committee upon recommendation of the Integrity Officer.
This policy shall be approved by the Board upon endorsement of the Corporate Governance and Related Party Transaction Committee. The policy will be reviewed annually and revised as needed. Any change/amendment to this Policy shall be approved by the Board of Directors of the Company.