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Manual on Corporate Governance

The Manual on Corporate Governance institutionalizes the principles of good corporate governance, defines the Company’s compliance system and identifies the responsibilities of the Board of Directors in relation to good corporate governance. It also states the company’s policies on disclosure and transparency and mandates the conduct of communication and training programs on corporate governance. The Manual further provides for the rights of all shareholders and the protection of the interests of minority stockholders.

Code of Ethics

The Code of Ethics states the principles that guide SM Investments Corporation (SMIC)’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. The Code underlines the importance of integrity in the relationships and dealings with business partners, and highlights the Company’s duties regarding employee welfare, the rights of shareholders, the protection of material company information and the importance of corporate social responsibility.

Employee Welfare

In line with its mission and vision, SMIC strives to be an employer of choice and provides for the health, safety and welfare of its employees. The Company has established policies and programs that promote a safe and healthy work environment that caters to all cultures and creeds and encourages employee development and growth.

Orientations and Trainings

SMIC remains committed to providing its directors, officers and employees opportunities for growth and development through its various training and orientation activities.

We support employees’ development and career advancement through the annual performance appraisal review, continuous conversations and feedback, and annual key result area setting. We ensure that our employees are aware of their deliverables, and that performance is being evaluated annually. To strengthen our talent pool, we conduct periodic talent reviews and succession planning to identify employees with potential for our senior management positions. Please see our Succession Planning Policy.

To keep pace with the latest in corporate governance practices, SMIC periodically reviews and enhances its Manual on Corporate Governance, Code of Ethics and other corporate governance related policies.


Insider Trading Policy

Directors, officers and employees are prohibited from trading in the Company’s shares, five (5) trading days before and two (2) trading days after the disclosure of any material, stock price-sensitive information. SMIC issues reminders of the “trading ban”, before the release of financial reports or the disclosure of other material information to ensure compliance with the policy. Trading done by directors and officers are reported within three (3) days of the transaction.

Related Party Transactions

SMIC discloses the nature, extent and information on transactions with related parties in the Company’s financial statements and quarterly and annual reports. The Related Party Transactions Committee is tasked to review all related party transactions and ensure that these are conducted at arm’s length.

Conflict of Interest Policy

SMIC’s Conflict of Interest policy defines a conflict as a situation wherein a director, officer or employee has or appears to have a direct or indirect personal interest in any transaction, which may deter or influence him from acting in the best interests of the Company. Any director, officer or employee involved in an actual or potential conflict of interest is required to immediately disclose said conflict to the Company.

Guidelines on Acceptance of Gifts and Travel Sponsored by Business Partners

Based on the provisions of the Code of Ethics, SMIC’s directors, officers and employees are prohibited from soliciting or accepting gifts, hospitality, and/or entertainment in any form from any business partner. The term gift covers anything of value, such as but not limited to cash or cash equivalent. The guidelines provide exceptions such as corporate giveaways, tokens or promotional items of nominal value. In the same manner, travel sponsored by any current or prospective business partner is prohibited.

Guidelines on Placement of Advertisements

SMIC issued a policy to prohibit the placement of advertisements in publications that solicit for such ad placement prior to the release of the official results of an awarding process conducted by the publication and where an SM company or director, officer or employee is one of the nominees vying for the award. SM may consider placing advertisements in such publications as part of its overall marketing strategy, but only after the release of the results of the awarding process and where it will not create reasonable doubt that such ad placement influenced in any way an award given to an SM company or director, officer or employee.

Policy on Accountability, Integrity and Vigilance (Whistleblowing Policy)

SMIC’s whistleblowing policy, referred to as the Policy on Accountability, Integrity and Vigilance (PAIV), was adopted to create an environment where concerns and issues, made in good faith, may be raised freely within the organization. Under the policy, any SMIC director, officer or employee may accomplish an incident report on suspected or actual violations of the Code of Ethics, the Company’s Code of Conduct or any other applicable law or regulation. Upon receipt of an incident report, Management conducts an investigation on its merit, subject to due process and applicable penalties and sanctions thereafter.

Policy for Vendor Selection and Purchase of Goods and Services

Existing and potential vendors and suppliers are required to conform to the Company’s Code of Ethics as a pre-requisite for the accreditation process.

Upholding Creditor’s Rights

SMIC upholds the rights of creditors thru the timely and accurate disclosure of all material information, such as but not limited to earning results and risk exposures, relating but not limited to loans and loan covenant agreements.

Alternative Dispute Resolution System

Ensures that the Company maintains an alternative dispute resolution system to settle conflicts between the Company and its stockholders or other third parties, including regulatory authorities.

Human Rights Policy

SMIC respects and promotes human rights in accordance with the International Bill of Human Rights, the International Labor Organization Declaration on Fundamental Principles and Rights at Work, and the UN Guiding Principles on Business and Human Rights. We are committed to the principles that all persons should be treated with respect.

Anti-Bribery and Anti-Corruption Policy

SMIC is committed to conducting business in an ethical and honest manner and implementing and enforcing systems that ensure bribery is prevented. We are committed to acting professionally, fairly, and with integrity in all our business dealings and relationships.

Anti-Discrimination and Anti-Harassment Policy

SMIC is committed to providing 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 and religion.

Operational Health and Safety Policy

SMIC is committed to the protection of 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.

Sustainability Policy

SM Investments Corporation (SMIC) is committed to comply to all applicable laws and regulations in all aspects of its operations pertaining to human and labor rights and environmental responsibility. It also aims to minimize the Company’s risks and impacts through the development of a robust and documented system of implementation, measurement, monitoring, dissemination and evaluation of globally accepted standards of social development and environmental sustainability performance both within its scope of operations and to the broader community.