Revised Code of Business Conduct and Ethics
I. Introduction
Republic Glass Holdings Corporation and its subsidiaries (“RGHC”) are committed to conduct its business with accountability and integrity. The policies set forth in this code are designed to provide guidance for administering its business in a fair and ethical manner. Any director, officer or employee who breaches the Code will be subject to disciplinary action, including the termination of employment where permitted by law.
Directors, officers and employees are expected to read and comply with the policies. Any violation of laws, rules and regulations or the Code should be reported immediately to the Audit and Risk Management Committee.
II. Responsibilities
A. Compliance
Directors, officers, and employees are expected to respect and comply with all Philippine laws and regulations applicable to RGHC. It is the individual’s responsibility to know and understand the company policies, laws and regulations applicable to his or her job responsibilities and to exercise good judgment.
B. Insider Trading
RGHC strives to ensure that its business is conducted in all material respects in accordance with applicable laws, stock exchange rules and securities regulations. Directors, officers, employees and other covered persons as defined in the Insider Trading Policy are prohibited from buying or selling securities for their own account or for a third party using insider information.
C. Conflict of Interest
Directors, officers and employees shall:
Act in the best interest of the Company and its stakeholders.
Avoid situations resulting in conflict of interests which arises when the private interest (including personal, social and financial) of a director, officer or employee interferes or appears to interfere in any way with the interest of RGHC. Conflict of interest occurs when a director, officer or employee takes an action or has an interest that may make it difficult for the director, officer or employee to make objective decisions on behalf of RGHC.
Potential conflict of interest should be immediately brought to the attention of management which includes but not limited to the following:
Participating in activities that compete with RGHC business
Accepting gifts, entertainment, trips, gratuities and other favors (directly or indirectly) from any organization or person with whom RGHC does business that might influence or be perceived to influence his or her professional decisions
Taking advantage of any opportunity that arises or is discovered through the use of corporate property, information, or position for personal gain, unless RGHC has already been offered the opportunity and turned it down.
Full and timely disclosure of any actual or potential conflict of interest by employees should be immediately made to your supervisor and no further action should be taken unless authorized in writing by your supervisor and in the case of senior officers and directors, by the board of directors. Proper disclosure provides an opportunity to obtain advice and approval from the appropriate level of management and to resolve actual or potential conflicts of interests in a timely and effective manner.
D. Confidential Information
Everyone (Directors, officers and employees) is expected to protect all confidential information with respect to RGHC, vendors, suppliers and other business partners that are not generally known to the public. No confidential information shall be shared with any other person, internal or external, except when disclosure is legally required and authorized by the Board.
E. Fair Dealing
No Director, officer or employee shall take advantage of anyone through manipulation, concealment, fraudulent inducements and misrepresentation of material facts, abuse of privileged information or any other unfair dealing or practices.
F. Protection and Proper Use of Company Assets
Everyone is responsible for protecting RGHC assets and ensuring they are used for legitimate business purposes only. RGHC assets include cash, fixed assets, and salary information, proprietary information in any form and any unpublished financial reports and data. Everyone is responsible for complying with and maintaining appropriate internal control to safeguard company assets against loss from fraud, theft, damage, embezzlement, misappropriation or unauthorized use or dispositions.
G. Outside Affiliations, Employment or Activities
Directors, officers and employees of RGHC should avoid outside activities which would impair the effective performance of their responsibilities to the Company, either because of demands on their time, or because the outside commitments can be contrary to their obligations to the Company. All communications with business partners, vendors, suppliers and regulators must be carried out honestly, professionally and with integrity. Directors, officers and employees shall be aware of their responsibility to act courteously and professionally when using electronic platforms and social media.
H. Full, Fair, Accurate and Timely Disclosure
RGHC is committed to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws in all reports filed with the Securities and Exchange Commission and the Philippine Stock Exchange. RGHC is likewise committed to maintain books, records, and accounts that accurately and fairly reflect RGHC’s transactions and financial position.
I. Anti-Bribery and Anti-Corruption
RGHC strictly prohibits any form of bribery and corruption within the Company, as well as in dealing with its partners, suppliers and government agencies. We are committed to acting professionally, fairly and with integrity in all of our dealings and relationships. It is every director’s, officer’s and employee’s responsibility to prevent or counter bribery and corruption in the Company by adhering to this policy.
J. Safety, Health and Welfare of Employees
RGHC considers its employees it’s most valuable resource and is the foundation of its success. RGHC is committed to give the highest priority to the health, safety and security of its employees, business partners and the general public.
Signed:
Geronimo F. Velasco, Jr. - Chairman of the Board
Adeline S. Lim - Vice Chairman of the Board
Corazon S. de la Paz -Bernardo - Lead Independent Director
Celso P. Vivas -Independent Director
Gerardo Oliverio V. Laperal
Ma. Paz V. Laperal
Lizanne C. Uychaco
Renato R. Ermita
Jose Miguel F. Velasco