Related Party Transactions Policy

I.   Introduction

This policy provides the guidelines governing RGHC’s Code of Business Conduct and Ethics and   requires that all transactions by and between a related party and RGHC and its subsidiaries are:

This policy applies to directors and officers of RGHC including their immediate family members and entities that they or any of them either wholly or substantially own or control otherwise known as “Related Party”.  A “significant non-affiliated stockholder”, who beneficially owns 5% or more of equity of RGHC, is also considered a “Related Party”.  

II.   Related Party Transactions

For purposes of this policy, 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. Related Party Transactions may present potential, actual or perceived conflicts of interest.

III.   Procedure and Approval Process

RGHC management shall be responsible for determining prior to entering into such transaction, whether a proposed Related Party Transaction requires standard review and approval in accordance with the process as provided under this Policy.  Upon determination that the proposed 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 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 member, 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 by the Board shall not be deemed to have violated this Policy or that it is unenforceable, provided 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.