A. Rationale and General Policy
Consistent with SM Investment Corporation’s (“SMIC” or the “Company”) core values and corporate governance best practices, SMIC expects its directors, officers, employees, and consultants to observe high standards of business and personal ethics in the conduct of their duties and responsibilities at all times inside and outside the Company.
Everyone is expected to help and work towards creating an environment where concerns can be raised involving possible violations of the Company’s Code of Ethics, policies, and applicable laws for immediate and proper resolution.
B. Reporting Mandate
It is the responsibility of all directors, officers, employees, and consultants to comply with and to report violations or suspected violations of the Code of Ethics, policies, or applicable laws in accordance with this Policy. Types of concerns covered in this Policy include, but are not limited to, the following:
1. Conflict of Interest
2. Data Privacy and Information Security
3. Falsification or Forgery of Documents
4. Financial Reporting Concerns
5. Misconduct, Unethical Behavior or Policy Violations
6. Theft, Fraud or Misappropriation
7. Bribery and Corruption
8. Workplace Harassment, Discrimination, Retaliation and Other Employee Relations Issues
9. Healthy, Safety and Environmental Violations
C. Reporting in Good Faith
Anyone reporting an actual or suspected violation is expected to act in good faith and have reasonable grounds to believe that the information disclosed indicates a breach of the Company’s Code of Ethics, policies, or applicable laws and regulations. Any report that is determined, following due investigation, to have been made maliciously, in bad faith, or with knowledge that the information provided was false or misleading shall be considered a serious disciplinary offense and may be subject to appropriate sanctions.
The Company encourages the reporting of concerns made in good faith and is committed to protecting individuals who raise such concerns. Any report, concern, or complaint submitted in good faith shall be afforded protection under this Policy, regardless of whether the allegation is ultimately substantiated following investigation.
D. Non-Retaliation Policy
The Company strictly prohibits any form of retaliation against individuals who, in good faith, report suspected violations of the Code of Ethics, Company policies, or applicable laws. Anyone who raises concerns or participates in an investigation shall not be subject to harassment, intimidation, discrimination, or any adverse employment consequences as a result of their actions. This commitment to non-retaliation is fundamental to fostering a culture of integrity, fairness, transparency, accountability, and equitable treatment of all stakeholders.
Any form of harassment or retaliation will be subject to appropriate disciplinary measures or legal action, in accordance with the disciplinary procedures outlined in the Code of Ethics, Company policies, as well as applicable laws and regulations.
E. The Escalation Process of Raising Concerns
Violations or suspected violations of Company policies and other covered concerns allegedly committed by the Company’s director, employee, officer, consultant or any member of the SM Group, may be escalated for proper handling via the Company’s official reporting channels.
The reports shall be referred to the appropriate independent Committee for evaluation. The Committee shall assess the Report and determine whether an investigation is warranted. If deemed necessary, the Committee, in coordination with the Internal Audit (IA) Department, shall initiate a discreet fact-finding investigation.
Should the IA Department establish reasonable grounds to believe that the reported concern has merit, the Committee and IA Department shall formally endorse their findings to the HR Department. The HR Department shall then conduct a formal administrative investigation in accordance with the Company policies and applicable law. During the course of the investigation, other relevant teams may be consulted as necessary, including, but not limited to, the Legal Department.
F. Confidentiality
Upon the request of the whistleblower, the Company shall make every reasonable effort to protect the whistleblower’s identity and maintain the confidentiality of any report made in good faith. Reports of actual or suspected violations shall be treated with strict confidentiality and disclosed only to individuals with a legitimate need to know, and only to the extent necessary to conduct a thorough and appropriate investigation.
The Company respects the right of individuals to report concerns anonymously. Requests for anonymity shall be honored, provided that doing so does not impede compliance with legal and regulatory requirements or the effective investigation and resolution of the reported concern(s). However, in circumstances where the whistleblower’s participation is required as part of legal, regulatory, or judicial proceedings, anonymity may not be maintained to the extent required by applicable laws and due process obligations.
G. Handling of Reported Violations
The Company’s Code of Ethics, Code of Conduct, and other applicable policies, rules, and regulations shall serve as the basis for determining the appropriate disciplinary actions, sanctions, or corrective measures to be imposed by Human Resources where violations have been established and validated through the prescribed investigation process.
The Company shall ensure that the principles of fairness, impartiality, and due process are observed in the receipt, investigation, and resolution of all reported cases.
The Audit Committee and/or the Corporate Governance and Sustainability Committee shall be regularly informed of all whistleblower reports and their status through updates and reports submitted by the Chief Compliance Officer, subject to applicable confidentiality requirements.
H. Reporting Channels
The following channels are available for the whistleblower to report concerns or violations:
- SMIC Email:
whistleblower@sminvestments.com - Mail:
SM Investments Corporation
Governance, Risk and Compliance Department
10F One E-com Center, MOA Complex, Pasay City
governance@sminvestments.com - Online Whistleblowing Platform Portal (ProActive):
https://proactivehotline.grantthorntonsolutions.ph/home/selectcategory/56c25a74-f94b-4ca6-ac0e-3da7a2b1c511
The Whistleblowing Platform provider is an independent institution engaged for this purpose.
Effective Date: February 25, 2026