Governance

Policies and Practices

Whistle-blowing Policy

In line with its thrust on honesty, accountability and transparency, the Company adopts a mechanism to encourage its Directors, officers and employees to report or disclose their concerns, in good faith and without fear of reprisal, on any unethical, dishonest, fraudulent, illegal behavior within the organization including acts or omissions that violates the policies of the Company. Such matters may be brought to the attention immediate supervisor and may be elevated to the Department Heads. In case the problem or issue needs the intervention of higher Management, the same may be escalated to the authorized officer of the Human Resources Department.

Those involving any of the Directors or Senior Officers, the same shall be brought to the attention of the Chairman or the Chief Executive Officer, whichever is appropriate, for their action and disposition.All reported wrongdoings and violations of Company’s policies, if proven to be true, shall result in administrative proceeding against the erring employee, officer or Director and the imposition of appropriate administrative penalties, if warranted.

Conflict of Interest Policy

Conflict of interest occurs when a Director, officer or employee (collectively, “Concerned Personnel”) acquires an interest that is contrary to or competes against the interest of the Company. This happens when the Concerned Personnel, their spouse or any of his relatives within the fourth degree of consanguinity or affinity enters into a contract with the Company. Conflict of interest likewise arise when the Company enters into a contract with any firm or entity whose controlling interest are owned, directly or indirectly, by the Concerned Personnel, their spouse or any of his relatives within the fourth degree of consanguinity or affinity.

The Concerned Personnel are strongly advised to avoid any situation that may create a conflict between their personal interests and that of the Company. If a conflict of interest situation arises, it must be disclosed in writing to the Unit Head of the business where the conflict arose or to the Head of the Human Resources Department or to the Board of Directors as may be appropriate in order to determine the course of action to be taken to address the conflict of interest. In resolving conflict of interest cases, the interests of the Company and its shareholders shall be protected and shall not be compromised.

Insider Trading Policy

The Company is committed to uphold and strictly comply with the provisions of the Corporation Code, Securities Regulation Code and its Implementing Rules and Regulations, the rules and regulations issued by the Securities and Exchange Commission and the policies and rules issued and implemented by the Philippine Stock Exchange to ensure that fraud, manipulation or any other fraudulent practices and illegal activities will be prevented and/or penalized.

All the records of the Company shall treated as confidential. Financial statements, managed assets and other similar documents or information are proprietary considered proprietary in nature and shall only be for the exclusive use of the Company. Such proprietary information shall not be disclosed or used for any purpose other than for the Company’s business. The policies of the Company that are intended to protect the confidential and proprietary information must be strictly followed at all times.

No Director, officer or employee shall render any or express any opinion pertaining to the trading of the Company’s securities.

Related Party Transactions Policy

In the ordinary course of business, the Company and its subsidiaries or affiliates may engage in transactions with each other provided that the same be done in good faith and on an arms-length basis. Examples of related party transactions are:

a) loans between and among the Company and its subsidiaries or affiliates;
b) loans to directors;
c) sale, purchase or lease of property and/or assets between and among PT&T and its subsidiaries or affiliates;
d) assumption of financial or operating obligations;
e) subscription for debt or equity issuances;
f) entering into joint venture agreements between and among PT&T and its subsidiaries or affiliates; and
g) settlement by the Company of liabilities of its subsidiaries or affiliates.

Information acquired pertaining to other entities acquired in a special manner like in negotiations for mergers or acquisition acquisitions, are confidential and must not be given to outside persons without proper authorization.

All confidential and proprietary information in the possession of a Director, officer or employee shall be returned to the Company at the termination their relationship with the Company.

The related party transactions listed above are not exclusive. Other transactions whose effects are similar to the ones listed above shall be considered related party transactions and shall be dealt with in accordance with this policy.

To ensure that the related party transactions are done in good faith and at arms-length, the same shall be approved by the Company’s Board of Directors before it can be implemented. The Board of Directors may delegate this authority to the appropriate committee depending on the amount of the transaction. The Board of Directors shall determine the threshold amount of the transaction to be approved by the committee and those which require the approval of the Board of Directors.