The Company shall ensure that all its transactions are fair and transparent, and do not benefit a particular group or individual at the expense of public investors or minority shareholders.
General Policy – Directors, officers and employees of the Company shall promote primarily the Company’s interest. No director, officer or employee shall use his position to profit or gain some benefit or advantage for himself and/or his related interests.
1. The Company’s Manual on Corporate Governance provides that a director shall have the duty to conduct fair business transactions with the Corporation and to ensure that personal interest does not (bias Board decisions) conflict with the interests of the Corporation. It is provided further that the basic principle to be observed is that a director should not use his position to profit or gain some benefit or advantage for himself and/or his related interests. He should avoid situations that may compromise his impartiality. If an actual or potential conflict of interest may arise on the part of a director, he should fully and immediately disclose it and should not participate in the decision-making process. A conflict of interest shall be considered material if the director’s personal or business interest is antagonistic to that of the Corporation, or stands to acquire or gain financial advantage at the expense of the Corporation.
2. The duty to avoid and disclose actual and potential conflict of interest as outlined above is also expected from other officers and employees.
3. The Audit Committee shall also determine and resolve any possible conflict of interest between the Company and/or its group and their directors, officers and major shareholders. The Audit Committee, together with the Company’s engaged External Auditor, may review identified the related party transactions. The Company may further engage third-party institutions to evaluate the fairness of major related party transactions.