This policy outlines the procedures to be followed by concerned and authorized personnel of the Company engaged in purchasing transactions.

II.      GENERAL OBJECTIVES AND PURCHASING POLICIES

A.  The responsibility for the purchasing of goods and services on behalf of the Company primarily rests on the Procurement Department (PD). The function of PD is to centralize the purchasing services of the Company by providing leadership in procurement functions.

B.  The PD shall provide this service in accordance with professionaliSinarmas Group Asiaand sound business practice to obtain value for money by incurring the lowest cost to meet the Company’s needs in terms of quality and service.

C.  The PD commits to employ the effective internal controls over purchasing transactions and reduce the administrative costs of acquiring goods and services.

D.  The PD will meet the above goals through the selection of suppliers in an open, competitive, and non-discriminatory process.

E.  The PD will ensure that the Company meets its legal and ethical obligations in the acquisition of goods and services by purchase or lease.

F.  The PD will employ trained staff with skills and expertise in purchasing techniques, negotiating contractual terms and conditions, cost reduction and other buying processes.

G.  The PD will put in place an appropriate “turn around” time policy with regard to the delivery of commonly ordered items from the filing of requisition.

H.  The reputation of the Company depends to a large extent to the actions of the PD. Therefore, the highest possible standards of business ethics, professional courtesy and competence are required.

III.      AUTHORITY FOR PURCHASING

A.  The Company shall issue and update the over-all levels of authority to commit the
purchase of materials, equipment supplies and services, on annual basis which may be updated as frequent as necessary as deemed by Management.

B.  The authority to issue Purchase Orders shall be vested in the PD and each order shall conform with the required signatories based on the latest authority protocol policy.

C.  The authority to purchase is based on verification that all allocations are approved and budgeted in the current fiscal year.

D.  A Bidding Committee shall be set up by Management to take charge of big-ticket purchases.

IV.      GENERAL RESPONSIBILITIES

A.   Procurement Department

1. Accredit vendors based on the accreditation policy

2. Establishing and administering requirements with respect to purchase orders, written agreements, bids and quotations and vendor qualifications

3. Pre-qualifying suppliers with joint input from the requisitioning Department

4. Preparing Requests for Quotations (“RFQ”)

5. Receiving and evaluating quotations

6. Coordinating all search and due diligence activities with respect to prospective suppliers in conjunction with the requisitioning Department, consultants and
external expert as required

7. Negotiating with suppliers

8. Awarding the business for supply of goods and services

9. Releasing award information

10. Monitoring all purchasing activities for compliance with purchasing policies and procedures

11. Establishing and maintaining standards of quality

12. Ensuring that its value chain is environmentally friendly or is consistent with promoting sustainable development

13. Establishing and enforcing insurance and bonding requirements for vendors

B.   Requisitioning Department

1. Preparing purchase requisitions

2. Allowing Purchasing Department reasonable lead time for bidding and/or processing orders (since availability of supply varies depending on product)

3. Providing accurate specifications when requested

4. Assuring that contract and grant requirements are met

5. Verifying that funds are available and securing the appropriate budget department’s approval

6. Verifying delivered orders for accuracy

C.   Accreditation Policy

1. Only accredited Vendors (Products and Services, including Contractors and Consultants) shall be issued a Purchase Order or awarded a contract.

2. A uniform accreditation procedure (VENRO system) is implemented among four Sinarmas Group Asiagroups – SMIC Accreditation, SMPHI Project Audit Group, SMPHI-EDD, Shopping Center Management Corporation (SCMC). Vendor accredited by one group is considered accredited by the other groups. Each group is headed by a Vendor Management Authority (VMA).

3. A pre-screening should be done by the Product Category Heads for new Vendors prior to inviting the new vendor to apply for accreditation. Pre-screening process is being done to determine if the vendor or its product will be needed. The Product Category Head’s endorsement is sent together with its request to invite vendor (send invite thru VIS).

4. Vendors to be accredited can be a domestic Corporation (Publicly-listed and Non Publicly-listed), Sole Proprietorship, Partnership, Professional, Non-government organization and Non-Philippine base company or foreign corporations. For Sole Proprietorship entities, the Product Category Head shall encourage the vendor to incorporate or convert to a corporation.

5. The Directors, Officers, Owners or Employees of the Company to be accredited should not be related up to the 3rd degree of consanguinity or affinity to any officers or employees of SMIC, its subsidiaries or affiliated Companies. The vendor should agree to and signify compliance to SM’s Code of Ethics, Disclosure Form and Privacy Policy.

6. The VENRO system does not allow enrollment of “One-time Vendor”. Exception is only allowed upon the approval of Sinarmas Group Asiaowners and / or Business Unit Head. Exceptions are enrolled directly in SAP using a designated account group.

7. For Contractors and Consultants, the Project Audit Group shall evaluate the Vendor’s technical capability. The Procurement Department shall only evaluate the financial capability of the contractors/consultant. Documentary requirements from both departments shall be required from the Contractors/Consultants and reviewed by each department. A joint evaluation shall be completed in the VENRO system.

8. A VENRO system generated number is assigned for every accredited vendor.

9. Scanned copies of the vendor’s accreditation documents shall be maintained under the Vendor Document Imaging System (VDIS).

V.      DELIVERY

A. The PD shall coordinate with the Requisitioning Department and Vendor regarding delivery details.

B. Any concerns with regards to the delivery and receiving of all goods and services shall be communicated to the PD for proper intervention and resolution between both parties.

C. The PD shall institute procedures with respect to shortages, damages and merchandise returns.

VI.      INVOICES

A. Original invoices are required in order to initiate payment process.

B. In case of discrepancy in information between the invoice and the purchase order, the PD must resolve the discrepancy.

VII.      CONTRACT REVIEW AND APPROVAL

A. With regard to executing contracts or agreement documents, same must be reviewed and approved by Legal Department.

B. A separate policy will be issued that would specify the endorsement of the contract or agreement document by all departments materially involved in the transaction over and above the Legal Department.

VIII.      SPECIFIC PURCHASES AND SERVICES

A. Request with technical consideration should be properly coordinated with the specific department involved (i.e. IT-related items should be coordinated with IT, renovation and repairs should be coordinated with Facilities Management, etc.)

B. Deliveries of the above must be coordinated with Administration for proper asset tagging.

IX.      POLICY REVIEW

A. This policy will be subject to review by the Executive Committee annually.

Updated September 2020

Definition of Terms

1. Business Partner – any entity engaged in business with Sinarmas Group Asia(i.e., contractors, suppliers, banks), whether their engagement is current or prospective.
2. Gifts – anything of value, such as but not limited to cash or cash equivalent (i.e., loans, fees, rewards, commissions, allowances, employment).
3. Entertainment – the sponsorship of meals, travel, personal events, (i.e., birthdays, weddings, baptisms), the use of property (vehicles, houses, resorts, restaurants, bars, sports or recreational facilities) and/or the giving of access to shows, concerts, tournaments and the like.

Guidelines

1. The Company prohibits the solicitation or acceptance of gifts and/or hospitality in any form from business partners directly or indirectly, by any director, officer or employee of the Company.
2. The term “gift” covers anything of value, such as but not limited to cash or cash equivalent, loans, fees, rewards, commissions, allowances, employment, travel, entertainment, sponsorship of personal events the use of property owned by business partners whether for personal or business use.
3. Sinarmas Group AsiaPersonnel invited to travel for the purpose of attending trade shows, exhibits or the like, wherein products of business partners are featured, and/or for exposure to new techniques, products and/or innovations, among similar purposes, said personnel are prohibited from accepting sponsored travel. Should the Company deem that such travel is necessary for the business, Sinarmas Group Asiashall shoulder the cost.
4. In no case shall any Sinarmas Group Asiadirector, officer or employee accept travel and/or entertainment sponsored by any current or prospective business partner which is participating in any on-going bidding or selection process for any Sinarmas Group Asiaproject or transaction. Any exception from the foregoing should be authorized by the President or the Chairman of the respective companies.
5. Sinarmas Group Asiapersonnel may accept corporate giveaways, tokens or promotional items of nominal value (i.e., pens, mugs, notebooks), provided that the gift is voluntarily given by a third person without suggestion or solicitation, as a souvenir or out of courtesy, and provided further that the approximate value of the gift does not exceed Two Thousand Pesos (Php 2,000.00). If the approximate value of the gift exceeds Two Thousand Pesos (Php 2,000.00), it should not be accepted, and should be immediately returned to the giver. In situations where it is improper to refuse a gift, the issue shall be referred to the management for proper disposition.
6. All gifts, hospitality and entertainment shall upon receipt, be registered with the Governance, Risk and Compliance Department. The registry must contain a detailed description of the gift/hospitality/entertainment, its source and the measures taken to dispose it.
7. Likewise, no Sinarmas Group Asiadirector, officers or employee shall perform such actions that may be considered corruption, such as the giving of gifts, hospitality and/or entertainment to any of the Company’s various stakeholders.

For questions and/or clarifications, kindly refer to Mr. Wellington Palmero, Chief Risk and Compliance Officer (+28857-0330) or Mr. Noel T. Ang, SAVP for Governance, Risk and Compliance (+2 8857 0296) or email governance@sminvestments.com.

Updated September 2025

For the purpose of this policy, Related Parties covers the Company’s directors and officers (as named in the Company’s General Information Sheet), substantial shareholders¹ and their spouses and relatives within the fourth civil degree of consanguinity or affinity, legitimate or common-law, if said persons have control, joint control or significant influence over the Company. Likewise, it covers the Company’s subsidiaries, fellow subsidiaries, associates, affiliates, joint ventures or an entity that is controlled, jointly controlled or significantly influenced or managed by an individual considered a related party.

Duties and Responsibilities of the Board of Directors Relating to RPTS

The Board of Directors shall have the overall responsibility in ensuring that related party transactions are handled in a sound and prudent manner, with integrity, and in compliance with applicable laws and regulations to protect the interests of the Company’s shareholders and other stakeholders. Related party transactions, include but are not limited to rentals, management fees, service fees, royalties, loans and advances, guarantees and the purchase and sale of properties. RPTs that exceed the Company’s materiality thresholds, are considered material related party transactions and will require the review and approval by at least two-thirds (2/3) vote of the Board of Directors, with at least a majority of the Company’s independent directors voting in the affirmative. If the majority of the Company’s independent directors’ votes are not secured, the material RPT may be ratified by the vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock. For aggregate RPTs within a twelve (12)-month period that breach the materiality threshold, the same board approval shall be required for the transaction/s that meet and exceed the materiality threshold covering the same related party. Furthermore, the Board of Directors shall carry out the following duties and responsibilities:

1. To institutionalize an overarching policy on the management of material RPTs to ensure effective compliance with existing laws, rules and regulation at all times and that material RPTs are conducted at an arms’ length basis, and that no shareholder or stakeholder is unduly disadvantaged.
2. To approve all material RPTs that cross the materiality threshold and write-off of material exposures to related parties, as well as any renewal or material changes? in the terms and conditions of material RPTs previously approved in accordance with this Policy.
3. To establish and maintain an effective audit, risk and compliance system that determines, identifies and monitors related parties and material RPTs; continuously reviews and evaluates existing relationships between and among businesses and counterparties, and controls risks arising from material RPTs.
4. Ensure that the Company’s Senior Management implements appropriate controls to effectively manage and monitor material RPTs on a per transaction and aggregate basis. Exposures to related parties shall also be monitored on an ongoing basis to ensure compliance with this Policy.
5. Ensure that the Related Party Registry is reviewed and updated at least every quarter to capture organizational and structural changes in the Company and its related parties.
6. Ensure that the Company clearly identifies and prevents/manages any actual or potential conflicts of interest which may arise out of or in connection with material RPTs. Directors and officers with personal interests in RPTs shall fully and timely disclose any and all material facts, including their respective interests in material RPTs and abstain from discussion, approval and management of such transaction or matter affecting the Company. Likewise, directors with personal interests in RPTs shall abstain from participating in discussions and voting on the same. In case they refuse to abstain, their attendance shall not be counted for the purposes of assessing the quorum and their votes shall not be counted for purposes of determining approval.
7. Ensure that material RPTs are conducted at arms’ length by appointing an external independent party to evaluate said material RPTs prior to their execution. To ensure that the terms of material RPTS promote the best interests of the Company, its shareholders and other stakeholders, the Board may also employ price discovery mechanisms, such as external experts and the like.

Monitoring and Review

The Company’s Internal Auditor shall conduct a periodic review of the effectiveness of the Company’s system and internal controls governing material RPTs to assess consistency with this Policy. The resulting audit reports, including exceptions or breaches in limits, shall be communicated directly to the Company’s Audit Committee. The Company’s Chief Compliance Officer shall ensure that the Company complies with relevant rules and regulations and is informed of regulatory developments in areas affecting related parties. He/she shall aid in the review of the Company’s transactions and identify any potential material RPT that would require review by the Board of Directors. The Chief Compliance Officer shall coordinate with the Related Party Transactions Committee to ensure that this Policy is updated and properly implemented throughout the Company and across the organization. The Related Party Transactions Committee may, at any time ask for a review of any Related Party Transaction. An annual review of all RPTs will be done by the Related Party Transactions Committee.

Disclosure Requirement and Whistleblowing Mechanism

Related parties are required to fully disclose to the Company’s Board of Directors all material facts related to material RPTs as well as their direct and/or indirect financial interests in any transaction or matter that may affect or is affecting the Company. Such disclosure/s shall be made during board meetings that material RPTS will be reviewed for approval and must be done prior to the execution of said material RPT.

The Company’s various stakeholders are encouraged to communicate, confidentially and without risk of reprisal, legitimate concerns on illegal, unethical or questionable material RPTs. Legitimate concerns on the Company’s material RPTs may be reported to the Related Party Transactions Committee via RPTCOM@sminvestments.com.

The Related Party Transactions Committee shall investigate and address reports made in good faith, or appoint other objective independent bodies to do the same.

Reportorial Requirements

In accordance with SEC MC No. 10, series of 2019 – Rules on Material Related Party Transactions for Publicly Listed Companies, the Company shall submit to the SEC, the prescribed Advisement Report on Material RPTS, duly accomplished and signed by the Company’s Corporate Secretary or authorized representative, within three (3) calendar days after the execution date of a material RPT. A summary of material RPTs entered into during the reporting year shall be disclosed in the Company’s Integrated Annual Corporate Governance Report (I-ACGR) to be submitted to the SEC annually every May 30. Likewise, the Company’s related party transactions will continue to also be disclosed in the Annual Report.

Remedies for Abusive Material RPTs and Penalties for Non-Compliance

Transactions considered abusive material RPTs after notice and hearing of the Company and/or the relevant bodies tasked to conduct hearing/s shall be declared null and void. This is to cut losses and allow recovery of losses or opportunity costs incurred by the Company arising out of or in connection with abusive material RPTs. The Board of Directors shall decide on abusive material RPTs matters that involve significant shareholders, directors and/or officers of the Company.

To strictly observe and implement the provisions of this Policy, the Board of Directors and/or Management (depending on the violator/s) shall determine and impose penalties in accordance with the Company’s Code of Conduct for directors, officers and other personnel who may have either been remiss in their duties in handling material RPTs in accordance with this Policy, or violated this Policy intentionally. Similarly, the Revised Corporation Code (sections 26 and 27) provide that an interested director or officer of a corporation shall be disqualified from being a director, trustee or officer of any other corporation on the basis of final judgement rendered by a court of competent jurisdiction against the interested director or officer for abusive material RPTs.

October 24, 2019

The Board of Directors (the “Board”) and Management, i.e. officers and staff, of Sinarmas Group Asia (the “Corporation”) are committed to the guiding principles and best practices contained in this Manual on Corporate Governance (the “Manual”), in the attainment of their corporate goals.

Updated February 2025

DEFINITION OF TERMS

a.    Corporate Governance – The framework of rules, systems and processes in the Corporation that governs the performance by the Board of Directors and Management of their respective duties and responsibilities to the shareholders and other stakeholders which include, among others, customers, employees, suppliers, financiers, government and community in which it operates.

b.    Board of Directors – The governing body elected by the shareholders that exercises the corporate powers of the Corporation, conducts ail its business and controls its properties.

c.    Exchange – An organized market place or facility that brings together buyers and sellers, and executes trades of securities and/or commodities.

d.    Management – The body given the authority by the Board of Directors to implement the policies it has laid down in the conduct of the business of the Corporation.

e.    Independent Director – A person who is independent of Management and free from any business or other relationship which could, or could reasonably be perceived to materially interfere with his/her exercise of independent judgment in carrying out his/her responsibilities as a director.

f.    Lead Independent Director – An independent director designated by the Board as lead independent director if the Chairman of the Board is not an independent director.

g.    Executive Director – A director who has executive responsibility of day-to-day operations of a part or the whole of the organization.

h.    Non-Executive Director – A director who has no executive responsibility and does not perform any work related to the operations of the Corporation.

i.    Non-Audit Work – The other services offered by an external auditor to the Corporation that are not directly related and relevant to its statutory audit functions, such as accounting, payroll, bookkeeping, reconciliation, computer project management, data processing, or information technology outsourcing services, internal audit, and other services that may compromise the independence and objectivity of an external auditor.

j.    Internal Control – A system designed and effected by the Board of Directors and Management for the accomplishment of the corporation’s objectives, the efficient operation of its business, the reliability of its financial reporting, and faithful compliance with applicable laws, regulations and internal rules.

k.    Internal Control System – The framework under which internal controls are developed and implemented to manage and control a particular risk or business activity, or combination of risks or business activities, to which the Corporation is exposed.

l.    Internal Audit – An independent, objective assurance and consulting activity designed to add value and improve an organization’s operations. It helps an organization accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes.

m.    Internal Audit Deportment – A department of the Corporation that provides independent and objective assurance services in order to add value to and improve the Corporation’s operations.

n.    Enterprise Risk Management – A process, effected by an entity’s Board of Directors, management and other personnel, applied in strategy setting and across the enterprise that is designed to identify potential events that may affect the entity, manage risks to be within its risk appetite, and provide reasonable assurance regarding the achievement of entity objectives.

o.    Related Party – The Corporation’s subsidiaries, as well as affiliates and any party that the Corporation exerts direct or indirect control over or that exerts direct or indirect control over the Corporation, it’s directors, officers, shareholders, related interests, and their close family members, as well as corresponding persons in affiliated companies. This shall also include such other person or juridical entity whose interest may posea potential conflict with the interest of the Corporation.

p.    Related Party Transactions – A transfer of resources, services or obligations between a reporting entity and a related party, regardless of whether a price is charged. It should be interpreted broadly to include not only transactions that are entered into with related parties, but also outstanding transactions that are entered into with an unrelated party that subsequently becomes a related party.

q.    Stakeholders – Any individual, organization or society at large who can either affect and/or be affected by the Corporation’s strategies, policies, business decisions and operations, in general. This includes among others, customers, creditors, employees, suppliers, investors, as well as the government and community in which it operates.

OBJECTIVE

This Manual seeks to institutionalize the principles and best practices of good corporate governance in the entire organization, in the belief that good corporate governance is a critical component of sound strategic business management.

1. BOARD OF DIRECTORS

Compliance with the principles of good corporate governance begins with the Board of Directors. It is the Board’s responsibility to foster the long-term success of the Corporation, and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and the best interests of its shareholders and other stakeholders. The Board shall conduct itself with utmost honesty and integrity in the discharge of its duties, functions and responsibilities.

1.1. BOARD COMPOSITION

The Board shall be composed of directors with collective working knowledge, experience or expertise that is relevant to the Corporation’s industry/sector. The Board shall ensure that it has an appropriate mix of competence and expertise and that its members remain qualified for their positions individually and collectively to enable it to fulfill its roles and responsibilities and respond to the needs of the organization based on evolving business environment and strategic direction.

1.1.1. The Board shall be composed of a majority of non-executive directors who possess the necessary qualifications to effectively participate and help secure objective, independent judgment on corporate affairs and to substantiate proper checks and balances.

1.1.2. The Board shall have at least three (3) independent directors, or such number as to constitute at least one-third (1/3) of the members of the Board, whichever is higher.

1.1.3. The Board shall designate a lead director among the independent directors.

1.2. BOARD DIVERSITY STATEMENT

“We value, promote, and observe a policy on diversity in the composition of our Corporation’s Board. In particular, provided all other qualifications are met, there should be women in our Board of Directors. We will strive to have at least one (1) woman independent director sit in our Board at all times.”

1.3. GENERAL RESPONSIBILITY OF THE BOARD

Directors shall act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the Corporation, its shareholders and other stakeholders.

1.4. SPECIFIC DUTIES AND FUNCTIONS OF THE BOARD

To ensure a high standard of best practice for the Corporation, its shareholders and other stakeholders, the Board shall:

1.4.1. Install a process of selection to ensure a mix of competent directors and officers;

1.4.2. Determine the Corporation’s purpose, vision, mission and strategies to carry out its objectives and review it annually, or sooner should the need arise;

1.4.3. Oversee the development of and approve the Corporation’s business objectives and strategy, and monitor Management’s implementation of such.

1.4.4. Ensure that the Corporation complies with all relevant laws, regulations and codes of best business practices;

1.4.5. Identify the Corporation’s major stakeholders and other stakeholders and formulate a clear policy on communicating or relation with them through an effective investors relations program;

1.4.6. Adopt a system of internal checks and balances;

1.4.7. Identify and monitor key risk areas and key performance indicators, and ensure that a sound Enterprise Risk Management framework is in place;

1.4.8. Keep Board authority within the powers of the institution as prescribed in the Articles of Incorporation, By-Laws and in existing laws, rules and regulation;

1.4.9. Ensure that an effective succession planning program for directors, key officers and management is in place;

1.4.10. Ensure that each elected director, shall before assumption of office, be required to attend a seminar on corporate governance conducted by a duly recognized private or governance institution;

1.4.11. Ensure that each director annually attend relevant continuing education programs conducted by a regulatory body accredited training provider;

1.4.12. Ensure that directors with material interest in any transaction affecting the Corporation abstain from taking part in the deliberations for the same;

1.4.13. Formulate and implement group-wide policies to ensure the integrity of related party transactions, particularly those which pass certain thresholds of materiality, between and among the Corporation and its related companies, business associates, major shareholders, officers, directors and their spouses, children, dependent siblings and parents, and of interlocking director relationships;

1.4.14. Ensure that the Corporation’s Code of Ethics, which provides the standards for professional and ethical behavior, as well as articulates acceptable and unacceptable conduct and practices in internal and external dealings, is properly disseminated to the Board, Management and employees, and is available to the
public via the Corporation’s website;

1.4.15. Establish and maintain an alternative dispute resolution system to settle conflicts between the Corporation and its shareholders or other third parties, including regulatory authorities; and

1.5. NOMINATION, QUALIFICATION AND ELECTION OF BOARD OF DIRECTORS

1.5.1. The Corporation shall set a reasonable period for the submission of nominations of candidates for election to the Board of Directors. All nominations for directors submitted in writing to the Corporate Secretary within such nomination period shall be valid. A shareholder of record, including a minority shareholder, is entitled to notice of and to vote at the regular or special meeting of the shareholders for the election of directors shall be qualified to be nominated as a director.

1.5.2. The Corporation may engage the services of professional search firms or use other external sources of candidates when searching for candidates to the Board of Directors.

1.5.3. The Corporate Governance Committee shall meet, pre-screen and check the qualifications and disqualifications of all persons nominated to be elected to the Board of Directors from the pool of candidates submitted by the nominating shareholders.

1.5.4. QUALIFICATIONS OF DIRECTORS

a.    Holder of at least one (1) share of stock of the Corporation;

b.    Shall be at least a college graduate or have sufficient experience in managing the business to substitute for such formal education;

c.    Shall be at least twenty-one (21) years old;

d.    Shall be proven to possess integrity and probity;

e.    Shall be diligent, hardworking and reputable;

f.    Shall be proven to possess the appropriate level of skill and experience in line with the strategic plans and goals of the Corporation; and

g.    In addition to the qualifications for membership in the Board required in relevant laws, the Board may provide for additional qualifications, which may include practical understanding of the Corporation’s business, membership in goop standing in relevant industry, business or professional organizations, and previous business experience.

1.5.5. PERMANENT DISQUALIFICATIONS

a.    Any person convicted by final judgment or order by a court or competent administrative body of an offense involving moral turpitude, fraud, embezzlement, theft, estafa, counterfeiting, misappropriation, forgery, bribery, false affirmation, perjury or other fraudulent acts;

b.    Any person who has been adjudged by final judgment or order by the Commission, court or competent administrative body to have willfully violated, or willfully aided, abetted, counseled, induced or procured the violation of any provision of the Corporation Code, Securities Regulation Code or any other law administered by the Commission or BSP, or any of its rule, regulation or order;

c.    Any person judicially declared to be insolvent;

d.    Any person found guilty by a foreign court, or equivalent financial regulatory authority, of acts, violations or misconduct similar to any of the acts, violations or misconduct listed in the foregoing paragraphs;

e.    Conviction by final judgment of an offense punishable by imprisonment for more than six years or a violation of the Revised Corporate Code committed within five (5) years prior to the date of his/her election or appointment;

f.    Any independent Director that has served on the Board for a maximum cumulative term of nine (9) years;

g.    No person shall qualify or be eligible for nomination or election to the Board of Directors if he is engaged in any business which competes with or is antagonistic to that of the Corporation. Without limiting the generality of the foregoing, a person shall be deemed to be so engaged:

h.    If the person is the owner (either of record or as beneficial owner) of 5% or more of any outstanding class of shares of, any corporation (other than one in which the Corporation owns at least 20% of the capital stock) which is engaged in a business directly competitive to that of the Corporation or any of its subsidiaries or affiliates;

i.    If the person is an officer, manager or controlling person of, or the owner or any member of his/her immediate family is the owner (either of record or as beneficial owner) of 5% or more of any outstanding class of shares of any corporation (other than one in which the Corporation owns at least 20% of the capital stock) which is an adverse party in any suit, action or proceeding (of whatever nature, whether civil, criminal, administrative or judicial) by or against the Corporation, which has been actually filed or threatened, imminent or probably, to be filed;

j.    If the person is determined by the Board, in the exercise of its judgment in good faith, to be the nominee, officer, trustee, adviser or legal counsel, of any individual set forth in (h) and (i) hereof.

1.5.6. TEMPORARY DISQUALIFICATIONS

a.    Refusal to comply with the disclosure requirements of the Securities Regulation Code and its implementing Rules and Regulations. This disqualification shall be in effect as long as the refusal persists;

b.    Absence or non-participation for whatever reason/s for more than 50% of all meetings, both regular and special, of the Board of Directors during his/her incumbency, or any twelve (12) month period during his/her incumbency, unless the absence is due to illness, death in the immediate family, or serious accident. This disqualification applies for purposes of the succeeding election;

c.    Dismissal or termination for cause as director of any corporation covered by the SEC Code of Corporate Governance for Publicly-Listed Companies. The disqualification shall be in effect until the director has been cleared from any involvement in the cause that gave rise to said dismissal or termination;

d.    If the Independent Director becomes an officer or employee of the same corporation, he shall be automatically disqualified from being an independent director;

e.    If any of the judgments or orders cited on the grounds for permanent disqualification has not yet become final;

f.    If the beneficial equity ownership of an Independent Director in the Corporation or its subsidiaries and affiliates exceed 2% of its subscribed capital stock. The disqualification shall be lifted if the limit is later complied with; and

g.    A Non-Executive Director that holds more than five (5) simultaneous board seats in listed companies.

1.5.7. Upon consideration of the qualifications and disqualifications enumerated in this Manual, and the subsequent deliberation on the candidates, the Corporate Governance Committee shall prepare a final list of candidates. Said list shall contain all the information about the nominees. Only nominees qualified by the Corporate Governance Committee and whose names appear on the final list of candidates shall be eligible for election.

No other nomination shall be entertained after the final list of candidates shall have been prepared.

1.5.8. Based on the final list of candidates, directors are elected by shareholders individually. The vote required for the election of directors is majority of the outstanding capital stock. The election of directors shall be by ballot and each shareholder entitled to vote may cast the vote to which the number of shares he owns entitles him/her, for as many persons as there are to be elected as directors, or he/she, may cumulate or give to one (1) candidate as many votes as the number of directors to be elected multiplied by the number of his/her shares shall equal, or he/she may distribute them on the same principle among as many candidates as he may see fit, provided that the whole number of votes cast by him/her shall not exceed the number of shares owned by him/her multiplied by the whole number of directors to be elected.

1.5.9. The Corporation shall employ the services of an external party to validate the voting results.

1.6. BOARD MEETINGS

The Board shall properly discharge Board functions by meeting regularly. Independent views during Board meetings shall be given due consideration and all such meetings shall be duly recorded in the minutes of the meeting. Directors should attend and actively participate in all meetings of the Board, Committees and shareholders in person or through tele/video-conferencing conducted in accordance with relevant rules and regulation, except when justifiable causes, such as illness, death in the immediate family and serious accidents, prevent them from doing so.

1.6.1. Board meetings shall be scheduled a year in advance.

1.6.2. The Board shall meet at least six (6) times annually.

1.6.3. Non-Executive Directors should have separate periodic meetings with the external auditors and heads of the internal audit compliance and risk functions, without any Executive Directors present. Such meetings shall be chaired by the Lead Independent Director.

1.7. DUTIES AND RESPONSIBILITIES OF A DIRECTOR

A director’s office is one of trust and confidence. Directors shall act in a manner characterized by transparency, accountability and fairness. A director shall have the following duties and responsibilities:

1.7.1. To conduct fair business transactions with the Corporation and to ensure that personal interest does not bias Board decisions;

1.7.2. To devote time and attention necessary to properly discharge duties and responsibilities;

1.7.3. To act judiciously;

1.7.4. To exercise independent judgment;

1.7.5. To have a working knowledge of the statutory and regulatory requirements affecting the Corporation, including the contents of its Articles of Incorporation and By-Laws, the requirements of the Securities and Exchange Commission (the “Commission”), and where applicable, the requirements of other regulatory agencies;

1.7.6. To disclose to the Corporation any dealings in the Corporation’s shares within three (3) business days;

1.7.7. To notify the Corporate Governance Committee of the Corporation where he/she is an incumbent director before accepting a directorship in another company;

1.7.8. To observe confidentiality; and

1.7.9. To ensure the continuing soundness, effectiveness and adequacy of the Corporation’s control environment.

1.8. BOARD COMMITTEES

To aid in complying with the principles of good corporate governance, the Board shall establish board committees that focus on specific board functions. All established committees shall have Committee Charters (the “Charters”) stating in plain terms their respective purposes, memberships, structures, operations, reporting processes, resources and other relevant information. Likewise, the Charters shall provide the standards for evaluating the performance of the Committees and shall be disclosed in the Corporation’s website.

1.8.A. CORPORATE GOVERNANCE COMMITTEE

The Corporate Governance Committee is tasked to assist the Board in the performance of its corporate governance responsibilities. The Committee shall be composed of at least three (3) directors, all of whom should be independent directors.

DUTIES AND RESPONSIBILITIES

The Committee shall ensure compliance with and proper observance of corporate governance principles and practices, and shall:

1.8.A.1. Oversee the implementation of the corporate governance framework and periodically review the said framework to ensure that it remains appropriate in light of material changes to the Corporation’s size, complexity and business strategy, as well as its business and regulatory environment;

1.8.A.2. Oversee the annual self-assessment/performance evaluation of the Board, and its Committees as well as Management, the Chairman of the Board and individual directors, and conduct an annual self-evaluation of its owп performance;

1.8.A.3. Ensure that every three (3) years, the assessment should be supported by an external facilitator;

1.8.A.4. Ensure that the results of the Board evaluation are shared, discussed and that concrete action plans are developed and implemented to address the identified areas for improvement;

1.8.A.5. Recommend continuing education/training programs for directors and key officers;

1.8.A.6. Adopt corporate governance policies and ensure that these are reviewed and updated regularly, and consistently implemented in form and substance; and

1.8.A.7. In consultation with the appropriate executive or management committee/s, re-define the role, duties and responsibilities of the Chief Executive Officer (CEO) by integrating the dynamic requirements of the business as a going concern and future expansionary prospects within the realm of good corporate governance at all times.

1.8.A.8. The Committee shall disclose the process it follows in selecting the CEO and in installing succession planning for the position of CEO and all key senior officer positions of the Company.

1.8.A.9. The Committee shall consider the following guidelines in the determination of the number of directorships which a member of the Board may hold:

a. The nature of the business of the corporation of which he is director;

b. Age of the director;

c. Number of directorship/active memberships and officerships in other corporation or organizations; and

d. Possible conflict of interest.
The optimum number shall be related to the capacity of a director to perform his/her duties diligently.

1.8.A.10. The CEO and other executive directors shall limit the number of corporate board seats they hold to a low number. This is to ensure that the number of board seats held do not exceed their ability to perform their duties in an appropriate fashion. The same low limit shall apply to non-executive directors who serve as full-time executives in other corporations. In any case, the capacity of directors to serve with diligence shall not be compromised.

1.8.A.11. The Committee shall regularly update itself and/or the board on developments concerning corporate governance, such as but not limited to, climate change, information technology, Anti-money laundering and counter terroriSinarmas Group Asiameasures and social impacts in terms of sustainability reporting.

1.8.B. СOMPENSATION COMMITTEE

The Compensation Committee shall be composed of at least three (3) directors, one (1) of whom shall be an independent director.

DUTIES AND RESPONSIBILITIES

1.8.B.1. Establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of corporate officers and directors, and provide oversight over remuneration of senior management and other key personnel, ensuring that compensation is consistent with the Corporation’s culture, strategy, and control environment.

1.8.B.2. Designate the amount of remuneration, which shall be in a sufficient level to attract and retain directors and officers who are needed to run the Corporation successfully.

1.8.B.3. Develop a form on Full Business Interest Disclosure as part of the preemployment requirements for all incoming officers, which among other, compel all officers to declare under the penalty of perjury all their existing business interests or shareholdings that may directly or indirectly conflict in their performance of duties once hired.

1.8.B.4. Disallow any director to decide his/her own remuneration.

1.8.B.5. Provide in the Corporation’s annual reports, information and proxy statements a clear, concise and understandable disclose of compensation of its executive officers for the previous fiscal year and the ensuing year.

1.8.B.6. Review of the existing Human Resources Development or Personnel Handbook, to strengthen provisions on conflict of interest, salaries and benefits policies, promotion and career advancement directives, and compliance of personnel with all statutory requirements that must be periodically met in their respective posts.

1.8.B.7. Or in the absence of such Personnel Handbook, cause the development of such, covering the same parameters of governance stated above.

1.8.C. AUDIT COMMITTEE

The Audit Committee is tasked to enhance the Board’s oversight capability over the Corporation’s financial reporting, internal control system, internal and external audit processes and compliance with applicable laws and regulation. Likewise, the Committee oversees special investigation as maybe necessary. The Committee shall be composed of at least three (3) non-executive directors, majority of whom, including the Chairperson, shall be independent.

All of the members of the Committee shall have relevant background, knowledge, skills and/or experience in areas of accounting, auditing and finance, risk management, information technology and corporate governance. The Chairperson of the Audit Committee shall not be the Chairman of the Board or of any other committee.

DUTIES AND RESPONSIBILITIES

1.8.C.1. Check all financial reports for compliance with pertinent accounting standards, including regulatory requirements.

1.8.C.2. Pre-approve all audit plans, scope and frequency one (1) month before the conduct of externalaudit.

1.8.C.3. Perform oversight functions over the corporation’s internal and external auditors.

1.8.C.4. Elevate to international standards the accounting and auditing processes, practices and methodologies, and develop the following in relation to this reform:

a. A definite timetable within which the accounting system of the Corporation will be 100% International Accounting Standards (IAS) compliant.

b. An accountability statement that will specifically identify officers and/or personnel directly responsible for the accomplishment of such task.

1.8.C.5. Develop a transparent financial management system that will ensure the integrity of internal control activities throughout the Company though a step-by-step procedures and policies handbook that will be used by the entire organization.

1.8.C.6. Review of the annual internal audit plan to ensure its conformity with the objectives of the Company.

1.8.C.7. Evaluate and determine the non-audit services, if any, of the external auditor, and review periodically the significance of the non-audit fees paid to them in relation to the total annual fees. The committee shall disallow any non-audit work that will conflict with their duties as an external auditor or may pose a threat to their independence.

1.8.D. RISK MANAGEMENT COMMITTEE

The Risk Management Committee shall be responsible for the oversight of the Corporation’s Enterprise Risk Management system to ensure its functionality and effectiveness. The Committee shall be composed of at least three (3) directors, majority of whom, including the Chairperson, shall be independent. At least one (1) member of the committee must have relevant knowledge and experience on risk and risk management. The Chairperson of the Risk Management Committee shall not be the Chairman of the Board or of any other committee.

DUTIES AND RESPONSIBILITIES

1.8.D.1. Provide oversight over management’s activities in managing credit, market, liquidity, operational, legal and other risks of the Corporation, and crisis management.

1.8.D.2. Reviews the adequacy and effectiveness of the Corporation’s policies and procedures relating to the identification, analysis, management, monitoring and reporting of financial and nonfinancial risks.

1.8.D.3. Ensures that Management establishes, appraises and addresses the risks to the Corporation, and sufficiently and swiftly manages said risks, especially those categorized as having high impact with high probability of occurring.

1.8.D.4. Oversees the performance of the Chief Risk Officer, who shall champion the Enterprise Risk Management system and possesses the authority, stature, resources and support to fulfill his/her responsibilities.

1.8.D.5. Advises the Board, in consultation with Management, on the overall risk management program of the Corporation as it relates to its risk appetite and strategic direction.

1.8.E. RELATED PARTY TRANSACTIONS COMMITTEЕ

The Board shall establish a Related Party Transaction Committee that shall be tasked with reviewing all material related party transactions of the Corporation. The Committee shall be composed of at least three (3) nonexecutive directors, majority of whom, including the Chairperson, shall be independent.

DUTIES AND RESPONSIBILITIES

1.8.E.1. Evaluate and monitor existing relations between and among businesses and counterparties to ensure that all related parties are continuously identified.

1.8.E.2. Review and evaluate all material related party transactions in accordance with the following:

a. The related party’s relationship to the Corporation and interest in the transaction;

b. The material facts of the proposed related party transaction, including the proposed aggregate value of such transaction;

c. The benefit/s to the Corporation of the proposed related party transaction;

d. The availability of other sources of comparable products or services; and

e. An assessment of whether the proposed related party transaction is on terms and conditions that are comparable to the terms generally available to an unrelated party under similar circumstances.

1.8.E.3. Ensure that appropriate disclosures are made and/or information is provided to regulating and supervising authorities;

1.8.E.4. Regularly report to the Board, the Committee’s activities, findings, decisions, deliberations and recommendations; and

1.8.E.5. Oversee the implementation of the system of identifying, monitoring, measuring, controlling and reporting related party transactions, including a periodic review of related party transaction related policies and procedures.

1.8.E.6. The Committee, may at any time ask for a review of any related party transaction. This is to ensure that the integrity and fairness of related party transactions is maintained at all times.

1.8.F. EXECUTIVE COMMITTEE

The Executive Committee is composed of both executive and non-executive directors and acts on behalf of the board during the interim periods between Board meetings. The Executive Committee shall have all the power and authority in setting the direction of the company in the governance, management and direction of the business and affairs of the Company except those matters expressly provided for in section 35 of the Revised Corporation Code, the Company By-laws and other pertinent laws, rules and regulations.

DUTIES AND RESPONSIBILITIES

1.8.F.1. Meets at least monthly to assist the Board in overseeing the implementation of strategies.

1.8.F.2. Set and monitor the Company’s performance goals.

1.8.F.3. Foster the sharing and dissemination of best practices in all areas of the business group.

1.8.F.4. Defines the group-wide policies and action, relating to sustainable development, including environment, health and safety, internal communications, innovations and research and technology and purchasing.

1.8.F.5. Performs other duties and responsibilities as the Committee may deem appropriate within the scope of its primary functions or as may be assigned by the Board.

1.9. CHAIRMAN OF THE BOARD

The Board shall be headed by a competent and qualified Chairperson. The positions of Chairman of the Board and President shall be held by separate individuals. The roles and responsibilities of the Chairman include, among others, the following:

1.9.1. Ensure that the meeting agenda focuses on strategic matters, including the overall risk appetite of the Corporation, considering the developments in the business and regulatory environments, key governance concerns, and contentious issues that will significantly affect operations;

1.9.2. Guarantees that the Board receives accurate, timely, relevant, insightful, concise and clear information to enable it to make sound decisions;

1.9.3. Facilitates discussions on key issues by fostering an environment conducive for constructive debate and leveraging on the skills and expertise of individual directors;

1.9.4. Ensures that the Board sufficiently challenges and inquires on reports submitted and representations made by Management;

1.9.5. Assures the availability of proper orientation for first-time_directors and continuing training opportunities for all directors; and

1.9.6. Makes sure that performance of the Board is evaluated at least once a year and discussed/followed up on.

1.10. PRESIDENT

The President has the following roles and responsibilities, among others:

1.10.1. Determines the Corporation’s strategic direction and formulates and implements its strategic plan on the direction of the business,

1.10.2. Communicates and implements the Corporation’s vision, mission, values and overall strategy and promotes any organization or stakeholder change in relation to the same;

1.10.3. Oversees the operations of the Corporation and manages human and financial resources in accordance with the strategic plans,

1.10.4. Keep up to date with the Company’s core business purpose to ensure that the Company is at par or even beyond the industry standards in terms of financial performance, etc.;

1.10.5. Directs, evaluates and guides the work of the key officers of the Corporation

1.10.6. Manages the Corporation’s resources prudently and ensures a proper balance of the same:

1.10.7. Provides the Board with timely information and interfaces between the Board and the employees;

1.10.8. Builds the corporate culture and motivates the employees of the Corporation; and

1.10.9. Serves as the link between internal operations and external stakeholders

1.11. CORPORATE SECRETARY

The Corporate Secretary shall assist the Board in its duties but shall not be a member of the Board of Directors. The Corporate Secretary shall be a Filipino citizen, and considering his/her varied functions and duties must possess administrative and interpersonal skills, and if not the general counsel, must have some legal skills. He/she must also have some financial and accounting skills and a working knowledge of the operations of the Corporation.

DUTIES AND RESPONSIBILITIES

1.11.1. Assist the Board and Board Committees in the conduct of their meetings, including preparing an annual schedule of Board and Board Committee meetings
and the annual board calendar, and assisting the chairs and the Board and Board Committees to set agendas for those meetings.

1.11.2. Safeguard and preserve the integrity of the minutes of the meetings of the Board and Board Committees, as well as other official records of the Corporation.

1.11.3. Gather and analyze all documents, records and other information essential to the conduct of his/her duties and responsibilities to the Corporation.

1.11.4. Ensure that regular meetings are scheduled in the prior year and that the agendas, notices and materials are provided to the Board at least a week in advance of the actual meetings.

1.11.5. Assist the Board in making business judgment in good faith and in the performance of their responsibilities and obligations.

1.11.6. Work fairly and objectively with the Board, Management, shareholders and other stakeholders.

1.11.7. Attend all Board meetings and maintain a record of the same,

1.11.8. Oversee the drafting and/or amendment of the Corporation’s By-Laws and ensure that they conform to regulatory requirements.

1.11.9. Performs such other duties and responsibilities as may be provided by the SEC.

1.12. COMPLIANCE OFFICER

To ensure adherence to corporate principles and best practices, the Board shall designate a Compliance Officer who shall hold the rank of Senior Vice President or an equivalent position with adequate stature and authority in the Corporation. The Compliance Officer shall not be a member of the Board of Directors and should annually attend a training on corporate governance.

DUTIES AND RESPONSIBILITIES

1.12.1. Ensure proper onboarding of new directors, and attendance of directors and key officers to relevant trainings.

1.12.2. Monitor compliance with the statutory rules and regulations affecting the Corporation as well as the provisions and requirements of this Manual.

1.12.3. Collaborate within the Corporation to properly address compliance issues which may be subject to investigation.

1.12.4. Ensure the integrity and accuracy of all documentary submissions to regulators.

1.12.5. Appear before the Commission upon summons on relevant matters that need to be clarified.

1.12.6. Determine violation/s of the Manual of Corporate Governance and recommend penalty for violation thereof for further review and approval of the Board.

1.12.7. Identify, monitor and control compliance risks.

1.13. EXTERNAL AUDITOR

The Corporation shall establish standards for the appropriate selection of an external auditor, and exercise effective oversight of the same to strengthen the external auditor’s independent and enhance audit quality.

1.13.1. An external auditor shall be selected and appointed by the shareholders upon recommendation of the Audit Committee.

1.13.2.The reason/s for the resignation, dismissal or cessation from service and the date thereof of an external auditor shall be reported to regulators and in the Corporation’s annual and current reports. Said report shall include a discussion of any disagreement with said former external auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

1.13.3. The external auditor of the Corporation shall not at the same time provide the services of an internal auditor to the same corporation. The Corporation shall ensure that the other non-audit work shall not conflict with the functions of the external auditor.

1.13.4. The Corporation’s external auditor shall be rotated or the handling partner shall be changed compliant with the provisions as prescribed in the code of ethics for professional accountants adopted by the Board of Accountancy and Philippine Regulation Commission and adopted by the SEC.

1.13.5. If an external auditor believed that the statements made in the Corporation’s annual report, information statement or proxy statement filed during his/her engagement is incorrect or incomplete, he/she shall present his/her views in said reports.

1.14. INTERNAL AUDITOR

The Corporation shall have an independent internal audit function which will provide assurance that appropriate organizational and process controls are in place and are effective.

1.14.1. The Internal Auditor or Chief Audit Executive shall be appointed by the Board and will report to the Audit Committee.

1.14.2.The minimal internal control mechanisms for management’s operational responsibility shall center on the CEO, being ultimately accountable for the Corporation’s organizational and procedural controls.

1.14.3. There shall be an effective system of internal control that will ensure the integrity of the financial reports and protection of the assets of the corporation for the benefit of all stockholders and other stakeholders.

1.14.4.The scope and particulars ofa system of effective organizational and procedural controls shall be based on the following factors: the nature and complexity of business and the business culture; the volume, size and complexity of transactions; the degree of risk; the degree of centralization and delegation of authority; the extent and effectiveness of information technology; and the extent of regulatory compliance.

2. SHAREHOLDERS’ BENEFITS AND RIGHTS

The Corporation recognizes that the most cogent proof of good corporate governance is that which is visible to the eyes of its investors. Therefore, the following provisions are issued for the guidance of all internal and external parties concerned, as the governance covenant between the Corporation and all its investors.

2.1. RIGHTS OF INVESTORS/MINORITY INTERESTS

The Board shall be committed to respect and uphold the following rights of shareholders:

2.1.1. Voting Right

a. Shareholders shall have the right to nominate, elect, remove and replace directors and vote on certain corporate acts in accordance with the Corporation Code.

b. Cumulative voting may be used in the election of directors.

c. A director shall not be removed without cause if it will deny minority shareholders representation in the Board.

2.1.2. Pre-emptive Right

Under the Amended Articles of Incorporation of the Company, no stockholder of the Corporation, because of his/its ownership of stock, has a pre-emptive or other right to purchase, subscribe for or take any part of any stock or of any securities convertible into or carrying options or warrants to purchase stock of the corporation. Any part of such stock of or other securities may, at any time, be issued, optioned for sale, and sold or disposed of by the Corporation pursuant to a resolution of its Board of Directors, to such person and upon such terms as such Board may deem proper, without first offering such stock or securities or any part thereof to existing stockholders. This restriction is printed on the stock certificates of the Corporation.

2.1.3. Power of Inspection

All shareholders shall be allowed to inspect corporate books and records including minutes of Board meetings and stock registries in accordance with the Corporation Code and shall be furnished with annual reports, including financial statements, without cost or restrictions.

2.1.4. Right to Information

a. Shareholders shall be provided, upon request, with periodic reports which disclose relevant personal and professional information about the directors and officers and certain other matters, such as their holdings of the Corporation’s shares, dealings with the Corporation, relationships among directors and key officers, among others.

b. The minority shareholders shall be granted the right to propose the holding of a meeting, and the right to propose items in the agenda of the meeting, provided items are for legitimate business purposes, and in accordance with law, jurisprudence and best practice.

c. The minority shareholders shall have access to any and all information relating to matters for which the management is accountable, and to those relating to matters for which the management shall include such information and, if not included, then the minority shareholders shall be allowed to propose to include such matters in the agenda of stockholders meeting, being within the definition of “legitimate purposes”, and in accordance with law, jurisprudence and best practice.

2.1.5. Right to Dividend

a. Shareholders shall have the right to receive dividends subject to the discretion of the Board.

b. The Corporation shall be compelled to declare dividends when its retained earnings shall be in excess of 100% of its paid-in capital stock, except: a)when justified by definite corporate expansion projects or programs approved by the Board, or b) when the corporation is prohibited under any loan agreement with any financial institution or creditor, whether local or foreign, from declaring dividends without its consent, and such consent has not been secured; or c) when it can be clearly shown that such retention is necessary under special circumstances obtaining in the Corporation, such as when there is a need for special reserve for probably contingencies.

c. The policy of the Corporation is to provide a sustainable dividend stream to its shareholders. The Board determines the dividend payout taking into consideration the Corporation’s operating results, cash flows, capital investment needs and debt servicing requirements. Dividends shall be paid within 30 days from the date of declaration.

2.1.6. Appraisal Right

The shareholders shall have appraisal right or the right to dissent and demand payment of the fair value of their shares in the manner provided for under Section 82 of the Corporation Code of the Philippines, under any of the following circumstances:

a. In case any amendment to the Articles of Incorporation has the effect of changing or restricting the rights of any stockholder or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence.

b. In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in the Corporation Code; and

c. In case of merger or consolidation.

2.2. It shall be the duty of the directors to promote shareholder rights, remove impediments to the exercise of shareholder rights and allow possibilities to seek redress for violation of their rights. They shall encourage the exercise of shareholders’ voting right and the solution of collective action problems through appropriate mechanisms. They shall be instrumental in removing excessive costs and other administrative or practical impediments to shareholders participating in meetings and/or voting in person. The directors shall pave the way for the electronic filing and distribution of shareholder information necessary to make informed decisions, subject to legal constraints.

2.3. The Board of Directors shall establish an Investor Relations Office to ensure constant engagement with its shareholders. The Investor Relations Office shall be present at every shareholders’ meeting.

2.4. Shareholders should be encouraged to personally attend shareholders’ meetings. The Corporation shall send the Notice of Annual and Special Shareholders’ Meeting with sufficient and relevant information at least twenty-eight (28) days before the meeting. Shareholders unable to attend the meeting shall be apprised ahead of time of their right to appoint a proxу.

2.5. During the stockholder’s meetings, the Corporation shall engage the services of an independent body that will be charged with the responsibility of ensuring that voting procedures adhere to standards of integrity, transparency, fairness, and professionalism.

2.6. Results of the votes taken during Annual or Special Shareholders’ Meetings shall be publicly available the next working day after the meeting. In addition, the Minutes of the Annual or Special Shareholders’ Meeting shall be available on the Corporation’s website within five (5) business days from the end of the meeting.

3. COMMUNICATION PROCESS

3.1. This Manual shall be posted on the Company’s website for any shareholder to read.

3.2. All directors, executives, division and department heads are tasked to ensure the thorough dissemination of this Manual to all employees and related third parties.

3.3. All employees are encouraged to read and understand this manual posted in the Company’s website.

4. REPORTORIAL OR DISCLOSURE SYSTEM OF THE CORPORATION’S GOVERNANCE POLICIES

4.1. The reports or disclosures required under this Manual shall be prepared and submitted to the Commission by the responsible Committee or officer through the Corporation’s Compliance Officer.

4.2. All material information, about the corporation which could adversely affect its viability or the interest of its stockholders and other stakeholders should be disclosed publicly and in a timely manner. Such information should include, among others earnings results, acquisition or disposition of assets, off balance sheet transactions, related party transactions, and direct and indirect remuneration of members of the Board and Management.

4.3. All disclosed information shall be released via the approved stock exchange procedure for company announcement, as well as through the annual report.

4.4. The Board shall commit at all times to full disclosure of material information dealings. It shall cause the filing of all required information through the appropriate Exchange mechanisms for listed companies and submissions to the Commission for the interests of its stockholders and other stakeholders.

5. MONITORING AND ASSESSMENT

5.1. Each Board Committee shall report regularly to the Board of Directors.

5.2. This Manual shall be subject to annual review unless the frequency is amended by the Board.

5.3. The Board of Directors shall ensure the proper and efficient implementation and monitoring of compliance with the Code of Ethics and other internal policies.

5.4. All business processes and practices being performed within any department or business unit of Sinarmas Group Asia that are not consistent with any portion of this Manual shall be revoked unless upgraded to be compliant with this Manual.

6. PENALTIES FOR NON-COMPLIANCE WITH THE MANUAL

6.1. To strictly observe and implement the provisions of this Manual, the following penalties shall be imposed, after notice and hearing, on the Company’s directors, officers, staff, subsidiaries and affiliates and their respective directors, officers and staff in case of violation of any of the provisions of this Manual:

a. In case of first violation, the subject person shall be reprimanded.

b. Suspension from the office shall be imposed in case of second violation. The duration of the suspension shall depend on the gravity of the violation. This shall not be applicable to directors.

c. For third violation, the maximum penalty of removal from office shall be imposed. With regard to directors, the provision of Section 28 of the Corporation Code shall be observed.

6.2. The Compliance Officer shall be responsible for determining violation/s through notice and hearing and shall recommend to the Chairman of the Board the imposable penalty for such violation, for further review and approval of the Board.

7. EFFECTIVITY OF THE MANUAL

This Manual on Corporate Governance was reviewed and approved on March 28, 2022.

SUMMARY OF CHANGES: (underlined phrase or sentences)

1.8.A Corporate Governance Committee

1.8.A.11 The Committee shall regularly update itself and/or the board on developments concerning corporate governance, such as but not limited to, climate change, information technology, Anti-money laundering and counter terroriSinarmas Group Asiameasures and social impacts in terms of sustainability reporting.

1.13 External Auditor

1.13.4 The Corporation’s external auditor shall be rotated or the handling partner shall be changed compliant with the provisions as prescribed in the code of ethics for professional accountants adopted by the Board of Accountancy and Philippine Regulation Commission and adopted by the SEC.

Updated April 2022

1.0       OBJECTIVE

This Sustainability Policy aims to integrate a philosophy of sustainable development into all the organization’s activities, manage the company’s sustainability-related risks and opportunities, and establish and promote responsible corporate socio-economic and environmental practices. This serves as the organizational policy with articulated principles and commitments from which implementing rules and regulations must be developed for the full realization and practice in day-to-day operations, and shall be regularly reviewed and updated as necessary.

2.0       OUR SUSTAINABILITY PRINCIPLES

Sinarmas Group Asia (SMIC) envisions to be a catalyst for responsible development in the communities it serves. To realize this, Sinarmas Group Asiaincorporates sustainability as part of SM’s business as usual.

1.     Sinarmas Group AsiaStandards: Adherence to Sustainability Global Standards
We uphold globally accepted sustainability standards, frameworks and practices, take leadership roles in sustainability issues where we create the most positive impact and comply to all applicable national and local laws and regulations.

2.     Sinarmas Group AsiaSustainability Culture: Sustainability Leadership and Business Strategy
We establish sustainability governance in critical levels of leadership from the Board Level, Group Level and Business Unit Levels, to ensure the integration of sustainability in business agenda, decisions and investment choices.

3.     Sinarmas Group AsiaStewardship: Environmental and Social Management
We manage all corporate activities that may pose any threat to planetary boundaries, develop programs towards a just transition to low carbon economies, and promote nature-based solutions to facilitate circular economies; we ensure adherence to human and labor rights, and the promotion of diversity, equity and inclusion; and support sustainable development wherever we are present.

4.     Sinarmas Group AsiaSustainability Engagement: Stakeholder Communications and Advocacies
We take active leadership and participation in advancing sustainability and promoting sustainable development by creating global and local partnerships, aligning with global sustainability campaigns, engaging our customers, communities and stakeholders through various sustainability programs, and advocating for national policies and programs.

5.     Sinarmas Group AsiaTransparency and Accountability: Integrity in Sustainability Disclosures
At all times, we exercise utmost integrity in sustainability disclosures, providing timely, accurate and balance reporting to our stakeholders.

3.0       OUR COMMITMENT and INITIATIVES

With SMIC serving as lead and exemplary to the group, all business units within the Sinarmas Group Asiagroup are expected to develop their respective sustainability principles, commitments, policies and initiatives aligned to the Sinarmas Group Asiagroup Sustainability Principles and Commitments as stated in this policy.

Sustainability Governance at SMIC

• Sustainability Leadership Structure: Establish a Sustainability Oversight Committee at the Board Level, whether incorporated in an existing committee or develop a stand-alone committee; appoint a Sustainability Officer in charge of strategy development and management of sustainability in the Company
• Sustainability Operating Systems: Develop and Implement a Sustainability Management System（SMS） , which may also be referred to as an Environmental and Social Management System（ESMS） , a Sustainability Roadmap, and form relevant sustainability working committees to ensure that the Company has the appropriate processes, procedures and governance structures in place to successfully implement the organization’s sustainability agenda
• Sustainability Risk Management: Develop an active Sustainability Risk Management Framework that is implemented through existing global frameworks such as, but not limited to, ISO31000, COSO WBCSD ESG Risk Management Framework, Task Force on Climate- Related Financial Disclosures, Taskforce on Nature-related Financial Disclosures, ISSB IFRS S1 and S2 Risk Frameworks or other national frameworks issued by the Securities and Exchange Commission（SEC）, Bangko Sentral ng Pilipinas（BSP） , or other sustainability governing bodies, and is regularly reviewed and assessed.

Environmental Sustainability

• Protection of Biodiversity and Natural Habitats: Participate in efforts to improve the conservation of natural habitats and the protection and maintenance of natural ecosystems to enhance biodiversity and prevent the loss of species especially those that are of direct administration by the Sinarmas Group Asiagroup
• Management of Energy Sources: Ensure energy efficiency throughout the group, and whenever possible prioritize the use of renewable energy sources
• Management of Resources: Within our operations, promote processes that do not adversely affect the environment through avoidance of materials with irreversible effects, conservation of the use of natural resources and application of innovations that minimize a single linear economy and promote a circular economy model
• Climate Action: Evaluate climate change risks and vulnerabilities, adopt measures to mitigate its impact on the short-term and long-term effects on the Company’s operations and employ innovative solutions to adapt to low-carbon economies and other transitions related to climate shift
• Environmental Compliance: Ensure the Company’s compliance with applicable national and local environmental laws and guidelines stipulated in the implementing rules and regulations thereof

Social Sustainability

• Occupational Health & Safety: Provide a healthy and safe working environment adhering to national laws and global best practices, incorporating other health issues such as mental health
• Human and Labor Rights: Protect the dignity and human rights among our employees, suppliers and communities and promote diversity, equity, inclusion and belonging in our workplace Community Development: Promote and provide opportunities to achieve basic social rights such as access to food security, education, health care and financial inclusion
• Responsible Value Chains: Integrate sustainability standards in the accreditation and selection of suppliers as well as raise sustainability awareness and provide access to capacity building for suppliers

Sustainability Stakeholder Engagement, Disclosures and Reporting

• Stakeholder Consultation: Conduct regular consultation, feedback or surveys to stakeholder groups as basis of identifying sustainability material topics, risks, untapped opportunities and impact assessments
• Sustainability Data Integrity: Measure and report our sustainability approach, key programs and key metrics, and, whenever possible, obtain external assurance
• Sustainability Double Materiality: Report both progress and impacts of sustainability material topics to SM’s business continuity as well as the impacts of the Company’s activities to the communities and the environment
• Sustainability Reporting Standards: Align with globally accepted standards and frameworks such as, but not limited to, ISSB S1 and S2, Global Reporting Initiative （GRI）, International Integrated Reporting Council （IIRC）, Sustainability Accounting Standards Board (SASB), Taskforce on Nature-related Financial Disclosures （TNFD）, Task Force on Climate-Related Financial Disclosures （TCFD） and International Financial Reporting Standards （IFRS）
• Stakeholder Awareness: Enhance awareness among our employees, business partners, customers, host communities and other stakeholders through educating, motivating and engaging them to take active participation in advancing social and environmental responsibility
• Sustainability Advocacy: Advocate for national policies that advance the sustainable development agenda of the country for private sector participation

This policy is complemented by the SMIC Sustainability Management System as illustrated below and supports the organization’s Corporate Governance and Compliance Framework. SMIC Sustainability Group Roadmap is a live document developed, managed and monitored by the Sinarmas Group AsiaGroup Sustainability Office.

The Sinarmas Group AsiaSustainability Management System

1.       POLICY STATEMENTS

1.1       Sinarmas Group Asia (SMIC) promotes equal opportunity for all employees. SMIC will take affirmative measures to ensure against discrimination in employment, recruitment, advertisements for employment, compensation, termination, upgrading, promotions, and other conditions of employment against any employee or job applicant on the bases of race, creed, color, national origin, or sex.

1.2       SMIC is committed to provide a working environment that is safe and free from harassment (including sexual harassment) for all its employees and will not tolerate any form of behavior that is based upon an individual’s sex, sexual orientation, race, ethnicity, national origin, age, religion.

1.3       SMIC operates in a zero tolerance policy for any form of harassment in the workplace, treat all incidents seriously and promptly investigate all allegations thereof. Any person found to have sexually harassed another will face disciplinary action, up to and including dismissal from employment.

2.       OBJECTIVES

2.1       To provide a work environment in which all individuals are treated with respect and dignity. Each individual has the right to work in a professional atmosphere that promotes equal employment opportunities and prohibits unlawful discriminatory practices, including harassment.

2.2       To ensure that all its employees can work in an environment free from unlawful harassment, discrimination and retaliation.

2.3       To prohibit disparate treatment on the basis of sex, sexual orientation, ethnicity, age, social class or background or any protected characteristics with regard to terms, conditions, privileges and perquisites of employment.

3.       COVERAGE

These policies apply to all applicants and employees, and anyone engaged in by fellow employees or by someone not directly connected to the Company (e.g., an outside vendor, consultant or customer).

Conduct prohibited by these policies is unacceptable in the workplace and in any work-related setting outside the workplace, such as during business trips, business meetings and business-related social events.

4.       DEFINITION OF TERMS

Sexual Harassment – is behavior of a sexual nature that is unwelcome and offensive to the person or persons it is targeted toward. Examples of harassing behavior may include unwanted physical contact, foul language of an offensive sexual nature, sexual propositions, sexual jokes or remarks, obscene gestures, or sexually explicit pictures, drawings, or caricatures. Use of the employer’s computer system for the purpose of viewing, displaying, or disseminating material that is sexual in nature may also constitute harassing behavior.

Harassment – is verbal, written or physical conduct that denigrates or shows hostility or aversion toward an individual because of his or her race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, disability, marital status, citizenship, genetic information, or any other characteristic protected by law, or that of his or her relatives, friends or associates, and that: a) has the purpose or effect of creating an intimidating, hostile or offensive work environment, b) has the purpose or effect of unreasonably interfering with an individual’s work performance, or c) otherwise adversely affects an individual’s employment opportunities.

Discrimination – is any negative action or attitude directed toward someone because of protected characteristic like race and gender, age, religion, ethnicity / nationality.

5.       PROCEDURES

5.1       Each individual has the right to work in a professional atmosphere that promotes equal employment opportunities and prohibits unlawful discriminatory practices, including harassment Therefore, SMIC expects that all relationships among persons in the office will be business-like and free of explicit bias, prejudice and harassment.

5.2       All employees, including supervisors and other management personnel, are expected and required to abide by this policy. No person will be adversely affected in employment with the Company as a result of bringing complaints of unlawful harassment.

5.3       Anybody who is subject to the harassment or discrimination or has knowledge of anyone being harassed, discriminated or abused shall report the incident to the Head of the Human Resource Department (HRD) or to the Compliance Officer (CO).

5.4       HRD Head or CO will make every reasonable effort to ensure that all complaints in violation of this policies will be investigated and resolved appropriately.

5.5       All complaints of harassment will be handled in a discreet and confidential manner under the circumstances.

5.6       SMIC prohibits retaliation against any individual who reports discrimination or harassment or participates in an investigation of such reports.

5.7       Any false and malicious complaints of harassment, discrimination or retaliation (as opposed to complaints that, even if erroneous, are made in good faith) may be the subject of appropriate disciplinary action.

5.8       Any employee who has questions or concerns about these policies may bring his/her concerns with the Head of HRD or to the CO or to his/her immediate supervisor or department head

1.0      POLICY STATEMENTS

Respect for human rights is an essential value of Sinarmas Group AsiaInvestment Corporation (SMIC). We make every effort to respect and promote human rights in accordance with the International Bill of Human Rights, International Labor Organization Declaration on Fundamental Principles and Rights at Work, and the UN Guiding Principles on Business and Human Rights.

SMIC’s Human Rights Policy aligns with our Code of Ethics, Business, and Environmental policies covering diversity, environment, health and safety, and employee relations. We are committed to the principles that all persons should be treated with respect.

2.0      OBJECTIVES

To promote and ensure the constitutional fundamental rights of all individuals are protected and respected without discrimination.

To ensure all business partners and employees of SMIC are aware that harassment and discrimination are unacceptable practices and do not reflect our company’s core values.

3.0      COVERAGE

We view the following constituents as stakeholders in our Human Rights Policy, among others: shareholders, employees (whether probationary or regulars), communities, contractors, and vendors/suppliers.

4.0      VARIOUS ASPECTS ON HUMAN RIGHTS

4.1   Workplace Safety

SMIC is fully committed in providing workplaces that are safe and conducive to all our employees. Our policy is to provide a safe and healthy workplace that complies with applicable safety and health laws and regulations. We work to provide and maintain a safe, healthy, and productive workplace, in consultation with our employees, medical experts and addressing and remediating identified risks of accidents, injury and any health impact.

4.2   Workplace Security

SMIC ensures that all employees are safe and productive by providing a secure workplace with 24/7 security personnel and a mobile ambulatory service with medical specialists.

4.3   Working Hours, Compensation and Benefits

SMIC compensates our employees competitively and fairly in relation to the industry standards. SMIC ensures full compliance with applicable wage, work hours, overtime, and benefit laws in accordance to the laws, rules, and regulation of the Department of Labor.

All employees are given equal opportunity for growth and career advancement. Compensation is meritocracy based pursuant to the performance appraisals that are conducted yearly.

4.4   Child Labor

SMIC will not employ child labor, consistent with the provisions of the labor laws of the Philippines.

4.5   Freedom of Speech and Association

We promote open communication and forums that allow our employees to bring concerns, suggestions, and ideas forward to produce and facilitate improved methods and efficiencies.

4.6   Forced Labor and Human Trafficking

The Company will not use slavery or involuntary labor, whether bonded, prison, military, compulsory labor, including debt servitude or human trafficking with respect to any aspect of its operations.

4.7   Discrimination and Harassment

SMIC believes that every employee has the right to be treated fairly and deserves a comfortable and safe working environment. SMIC prohibits discrimination based on age, race, color, religion, sex, nationality, marital status, disability, citizenship, sexual orientation, gender identity or expression, or other-protected characteristic.

Everyone has the right to work without fear or intimidation. SMIC does not accept abusive conduct or harassment – a policy made clear from the first day of employees’ orientation. Employees are expected to report situations that compromise their ability to do their jobs. Formal channels are available for employees who seek advice or a solution, and our policies strictly prohibit retaliation against employees who express concerns. We manage our business operations so that employees feel they are being treated fairly and respectfully.

4.8   Diversity and Inclusion

SMIC is committed to be a high-performing organization built on the foundation of a diverse and inclusive workforce, with individuals and teams working to blend a wide range of talents, preferences, and perspectives in pursuit of shared purposes. Employees are expected to be open and open to honest dialogue and tolerant of others’ differences.

4.9   Community and Stakeholders Engagement

SMIC is committed to associating with stakeholders who share our values of integrity, fairness, honesty, and respect for all individuals. Where appropriate, we engage with our communities on human rights matters that are important to them. Our aim is to ensure through dialogue that we are listening to, learning from, and considering their views as we conduct our business.

5.      PROCEDURES

5.1   Employees can report incidents or complaints of workplace violation of the above policies verbally or in writing to the Head of Human Resource Department (HRD) or to the Compliance Officer (CO). When reporting, the reporting contact will fill out a complaint form detailing the following:

a)       Name of the person who has allegedly experienced workplace violations of above policies and contact information.
b)       Name of the alleged violator, position, and contact information, if known.
c)       Names of witness, if any, or other person with relevant information to provide about the incident, it any, and contact information, if known.
d)       Details of what happened including date, frequency and location of the alleged incident. Any supporting documents the person who complains may have in their possession that are relevant to the complaint.
e)       List any documents a witness, another person or the alleged violator may have in their possession that are relevant to the complaint.

5.2   An incident or a complaint of workplace violation should be reported as soon as possible after experiencing or witnessing an incident. This allows the incident to be investigated in a timely manner.

5.3   Head of HRD or CO should be immediately notified so they can ensure an appropriate investigation is conducted Depending on the nature of the allegations and the people involved, the report/complaint/incident may be referred to an external qualified investigator to conduct an impartial investigation.

5.4   All incidents or complaints of violations shall be kept confidential to the extent necessary to protect the employees, to investigate the complaint or incident, to take corrective action or otherwise as required by law.

5.5   The investigation must be completed in a timely manner and generally within 90 days or less unless there are circumstances (i.e. illness, complex investigation) warranting a longer investigation

5.6    Within 10 days after the investigation is completed, the employee or person who allegedly experienced the violation and the alleged violator, if they are employee of SMIC, will be informed in writing of the results of the investigation and any corrective action taken or that will taken by SMIC to address workplace violation.

1.0 OBJECTIVE

To ensure that SMIC has a pipeline of capable and prepared employees, as well as external candidates, who can seamlessly step into critical and higher-level positions when needed. To prepare the employee for the new roles for stability and continuity of the functions for the long-term success and sustainability of the Company.

2.0 PRINCIPLES

• The Company recognizes and supports the continual development of its internal talent pools and ensure that appropriate competencies, integrity and qualifications needed for the critical positions are embodied by the leadership pool.

• HR ensures that there is a sufficient pool of internal qualified candidates who can take on more significant responsibilities in the future, and they will be given priority for employee development efforts.

3.0 GUIDELINES

• HR, together with the top management, monitors the management of the talent pools focused on identified critical positions to sustain the Company’s long-term goals.

• The identification of potential successors will not be limited to internal pool of talents but also to external sourcing as the Company sees it best for the continued success of the business.

• Senior officer in critical positions shall identify his potential successors within the organization and determine their readiness to assume greater responsibilities prior to his separation or retirement.

• HR in coordination with the outgoing officer shall adopt learning and training programs and oversee that these are appropriate and responsive to the professional development needs of the potential successors.

• The Company may also subject the potential successors to external trainings to infuse new and fresh ideas and augment gaps, if any, in the required competencies.

4.0 EVALUATION AND MONITORING

The Board, through the Corporate Governance Committee, shall oversee the implementation of this policy. The Committee shall review and propose changes regularly or as needed, to ensure the adequacy of this policy.

1. Policy

Directors, officers and employees of Sinarmas Group Asia (SMIC) who possess non-public material information are prohibited from buying or selling (trading) share of stock of SMIC and its subsidiaries, except in accordance with this policy.

2. Material Information

Any non-public information that could reasonably be expected to affect the market price of SMIC and its subsidiaries’ shares is deemed to be material. Such material information includes, but is not limited to, financial results, mergers and acquisitions, significant investments or divestments and litigations, major changes in key senior management positions, and the like. Non-public information is information that is not known to or available to the public. Information is considered public when it has been released through a press release, a public statement or disclosure to the regulators or the Exchange.

3. Trading Restriction Period

Directors, officers and employees are strictly prohibited from trading in SMIC shares five (5) trading days before and two (2) trading days after the disclosure of quarterly and annual financial results and any other material information.

This is in pursuant to Section 13.2 of the PSE Disclosure Rules –

“13.2 A Director or Principal Officer of an Issuer must not deal in the Issuer’s securities during the period within which a material non-public information is obtained and up to two full trading days after the price sensitive information is disclosed.”

4. Reporting Requirements

Directors, officers and employees are required to report their dealings in company shares within three (3) business days. Reports should be submitted to the Compliance Officer, and should indicate the date of the trade/s and the number of shares traded.

5. Penalties

Any person who violates this policy shall be subject to disciplinary action, without prejudice to any civil or criminal proceedings which may be filed against him. Under the law, insider trading may be subject to penalty for damages or fine and/or imprisonment.

Updated September 2020

1.0       POLICY STATEMENT

Sinarmas Group Asia (SMIC) is committed to the protection of the health, safety, and wellbeing of all members of the organization including its subsidiaries. The Company strives to promote a strong and sustainable culture that will facilitate the awareness of risk and the prevention of injury and illness.

All subsidiaries are likewise required to adhere to the policy statement of SMIC and ensure that individual Operational Health and Safety Policies and Procedures are catered to their specific business and operational risks.

Please refer to individual subsidiaries’ Operational Health and Safety Policy.

2.0       OBJECTIVES

To protect every employee against the dangers of injury, sickness, or death through safe and healthy working conditions, thereby assuring the conservation of valuable human resources and the prevention of loss or damage to lives and properties, consistent with Company’s development goals.

3.0       COVERAGE

This covers SMIC employees, whether probationary or regular, as well as contractors, consultants and other individual under the company’s supervision.

3.1       Our office has a functional clinic where medical specialists are available from Monday to Friday.

3.2       We have 24/7 roving ambulatory services and functional medical staff to handle any emergency within the vicinity of Sinarmas Group AsiaMall of Asia Complex.

3.3       We have a disaster preparedness program in place to ensure the safety of all during an emergency or disaster. We have instituted the following:

a.       Business Continuity Plan (BCP) Drill – a regular simulated drill which is conducted to ensure preparedness of all in the case of an emergency/disaster.
b.       BCP Messaging facility – a text blast system in which messages are sent simultaneously to all employees to check on their status and condition and ensure no one is left behind or unattended during an emergency.
c.       BCP Hotline – a phone number where employees can call to get immediate updates and other instructions after an emergency.

I.      Coverage

This Code of Ethics states the principles that guide the Company’s Directors, Officers, and Employees in the performance of their duties and
responsibilities, and in their transactions with investors, creditors, customers, contractors, suppliers, regulators, and the general public.

Vendors, suppliers, contractors, business partners, customers, and shareholders should align their dealings with the Company’s Code of Ethics.

II.      Compliance with Laws

A.  Business Dealings

SMIC business dealings shall be compliant with all applicable laws in the countries, districts, and communities in which its companies
operate. This includes legislation and regulation pertaining to financial reporting, upholding fair trade and competition, pricing, employment, and other regulations.

1. We promote the protection of the personal information and rights of the data subjects pursuant to the Data Privacy Act of 2012, For more details, please refer to the Data Privacy Manual of the Company.

2. We ensure that the Company is not used as a conduit for the proceeds of an unlawful activity pursuant to Republic Act no. 11521, an act further strengthening the Anti-Money Laundering law. For details, please refer to the Money Laundering and TerroriSinarmas Group AsiaFinancing Prevention Program of the Company.

3. We maintain a zero-tolerance policy towards bribery and corruption. Any gift or business expense should always be in compliance with the anti-bribery and corruption laws and relevant guidelines as may be promulgated by the Company from time to time.

B. Trading in Securities

All directors, officers, and employees are prohibited from trading shares of stock of publicly listed Sinarmas Group AsiaCompanies using material information that has not been disclosed to the public. They are also prohibited from passing on such information to someone else who then buys or sells the Company’s stock. For more details, please refer to Insider Trading Policy of the Company in the website.

Material information is non-public information that is significant enough to affect the value of the Company’s stock, or to influence someone to buy or sell stock. Public information is that which is available in a Securities and Exchange Commission (SEC) filing or press release in major media communications channels.

C. Public Disclosures

SMIC maintains accurate and complete records of all financial and business transactions in accordance with laws and regulations governing financial reporting and generally accepted accounting principles. These provide the basis for the report it discloses to the public and its shareholders regarding the Company’s results of operations and financial position. The Company also ensures that an independent audit of its financial statements is conducted by external auditors.

III.      Ethical Practices

In addition to compliance to laws and regulations, SMIC also supports ethical practices in the way it conducts business as follows:

A. Support for Diversity and Non-Discrimination

Whether in selection of the countries and markets where the Company operates, hiring and promotion of employees, selection of suppliers and contractors – the company decides on the basis of merit and value to shareholders and does not discriminate on the basis of race, ethnicity, religion, age or gender.

All board members, officers, and employees are prohibited from practicing any form of discrimination or harassment in the workplace. This obligation to refrain from such behavior extends to contractors, vendors, suppliers, or visitors, to the extent that their conduct affects the work environment. We promote anti-child and anti-forced labor practices in all our operations.

B. Respect for Confidentiality and Privacy of Information

Employees and officers are expected to safeguard Company information relating to SMIC. Financial reports, strategies, and plans shall not be disclosed unless authorized by the Company or required by law. Information regarding individuals working for the Company shall also be treated as private information and shall not be divulged to other parties except when required by applicable laws, rules and regulations and other legal processes or with the consent of the employee.

C. Environmental and Safety Practices

SMIC is committed to providing a safe work environment and to comply with all environmental regulations. It seeks to go beyond compliance and bring to its market’s best practices in environmental care and sustainability.

As part of its efforts to foster a safe and wholesome work environment, company employees are covered by rules against the use of prohibited drugs and working under the influence of liquor.

D. Employee Welfare

All officers and employees are selected, engaged, and compensated based on qualification and performance. They shall be treated fairly and accorded respect and dignity. Their individual and collective rights shall not be violated.

Opportunities for career advancement shall be provided based on clear performance and qualifications criteria. The Company shall also provide learning and development opportunities for professional growth. For more details, please refer to Data on Employee Welfare in the website.

E. Avoiding Conflicts of Interest

All business decisions and actions must be based on the best interests of the Company and the value to shareholders, and should not be motivated by personal considerations or relationships which may interfere with the exercise of independent judgment. Directors, officers and employees should only use the Company’s resources to benefit Sinarmas Group Asia. This means that they must not act on their own or support any action that may run counter to the Company’s ethical standards. Grants or loan arrangements extended to Directors and Officers by the Company and/or its subsidiaries and/or affiliates are prohibited unless covered by the requisite approval from the Board of Directors and are done at arms’ length and at fair market rates.

1) All directors, officers and employees are required to disclose any financial or personal interest or benefit in any transaction involving SMIC to ensure that potential conflicts of interest are immediately brought to the attention of Management. Even the appearance of impropriety and the potential for conflict should be disclosed and avoided. Such may include but need not be limited to the following: Interest in businesses of suppliers, competitors, or customers.

This refers to any financial interest in the business of a supplier, competitor, or customer, whether publicly listed or privately held. Financial interest or management participation by an immediate family member needs to be disclosed as well.

2) Employment or analogous service in the business of a supplier, contractor, or customer.

Engagement by such entities as a director, adviser, officer, employee, or consultant needs to be disclosed and requires approval by the
Company. Engagement in such capacity of an immediate member of the family (parent, brother, sister, spouse, child) needs to be disclosed as well.

3) Engagement by other commercial enterprises or in a political office Engagement in another occupation or provision of service to any other commercial enterprise, as well as holding of a concurrent position in government in addition to one’s position in SMIC needs to be disclosed and requires approval by the Company.

4) Acceptance of gifts and entertainment

Gifts, entertainment, and travel of significant value may not be accepted from any supplier or customer of the company. Neither can an immediate family member or representative be designated to accept such on behalf of the employee. For more details, please refer to the Policy on Guidelines on Acceptance of Gifts and Travel Sponsored by Business Partners in our website.

5) Political activities

Active involvement in any political party or political campaign should be disclosed and requires permission from the Company.

6) Relatives in the same company

Disclosure should be made when an employee has a relative that is employed by the same company. Management may exercise its
discretion on such disclosure, but should avoid as much as possible situations where there will be relatives with a superior-subordinate
relationship or in a control function exercised over the department of a relative.

In addition to the presence of relatives in such situations, employees should disclose any personal relationship when such begins to exist with another employee where one exercises a superior-subordinate relationship or control relationship with the employee

IV.      Reporting Ethics Violations

Directors, officers, and employees may report verbally or in writing any violations of this code of ethics to the Head of Human Resources Department or to the Compliance Officer.

Management has a commitment to handle such reports with strict confidentiality and discretion and protect the identity of the person making such a report. Such persons shall be granted protection from any retaliation that may come from the parties being reported.

V.      Accountability for Ethics Code Implementation

The office of the Head of the Human Resources Department shall be accountable for the publication of this code, orientation to new hires and shall ensure that all directors, officers, and employees understand and are aware of the Code of Ethics and has received/accessed an electronic copy of the policy from the website.

For reports on violations, the office of the Human Resources Department head shall ensure a confidential investigation is immediately undertaken to determine the veracity of the report, gather pertinent data, and recommend appropriate sanctions which may lead to separation from the service of the Company and may include filing of legal suits on behalf of the company.

All Managers are responsible for the proper dissemination and implementation of the provisions of this Code in their respective work units and shall strive to be role models of the Code’s provisions.

Effective: February 1, 2021
Revision No: 2