Conflict of Interest Policy

I.   Introduction

This policy provides the guidelines governing of RGHC’s Code of Business Conduct and Ethics and in ensuring that the personal interest of any director and officer does not interfere in anyway with the interest of RGHC.  

This policy applies to all directors or officers and employees of RGHC and its subsidiaries.   

II.   Conflicts of Interest Situations

A conflict of interest happens when the private interest (including personal, social and financial) of a director, officer or employee conflicts with or is in any way contrary to 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 and employee to make objective decisions on behalf of RGHC. Conflict of interest also arises when a director, officer or employee or a member of his or her family receives improper personal benefits (including loans, guarantees of obligations, or acquisitions of interest in transactions involving RGHC or its business partners), or has personal relationships or has financial or business dealings as a result of his or her position with RGHC. 

Related Party Transactions may give rise to conflict of interests. A “Related Party Transaction “is a transaction, arrangement or relationship  between RGHC and any “related Party” and the amount involved exceeds P200,000.00, except for transactions involving compensation for services rendered to the Company as an employee or director thereof whether cash or equity related.

The following are examples of potential conflict of interest situations:

III.   Disclosure and Approval 

Disclosure of actual or possible conflict of interest shall be made to the immediate supervisor or Human Resources/Administrative officer in cases involving an employee and to the Audit Committee in cases involving directors and officers.  The Audit Committee shall review the material facts of the disclosure, review and vote on whether a conflict of interest exists.  The concerned director shall not participate in the decision making.  

Disclosures, approvals and rejections shall be documented in writing, and a copy shall be kept by the person making the disclosure and the Audit Committee. 

To ensure that all potential conflicts of interest are recognized, all directors, officers and employees shall disclose any mandates they may hold in a board of directors, or in any similar supervisory body of an external organization/entity to the Human Resources/Administrative officer. 

The Audit Committee shall be responsible for determining whether a proposed Related Party Transaction, prior to entering into such transaction, requires standard review and approval as provided under this Policy.   Upon determination that the proposed transaction is a Related Party Transaction, the relevant facts, circumstances and the Related Party’s interest shall be submitted to the Board of Directors for consideration.  The Board of Directors, may in consultation with the appropriate business unit, Corporate Secretary, Chief Executive Officer and Chief Financial Officer, approve Related Party Transaction after it has determined in good faith that it is deemed comparable to those that could be obtained in arm’s length dealings with an unrelated third party and is not inconsistent with the best interest of RGHC.

If the Related Party Transaction involves a Director or his/her immediate family, such director shall abstain from voting on the transaction.  In the event more than one member of the Board of Directors are Related Persons, the Related Party Transaction will be deliberated and approved by impartial members who constitute a majority of impartial members of the Board.

A Related Party transaction entered into without prior approval shall not be deemed to have violated this Policy or that it is unenforceable, providing the transaction is promptly brought to the Board for review and ratification.

All Related Party Transactions shall be disclosed in filings made by RGHC in accordance with Securities Regulation Code and related rules. 

IV.   Policy Review

The Board shall periodically review and assess the adequacy of this Policy.