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.
Definition – “Related party” shall mean any of the Company’s Directors, Officers, Stockholders and their related interests, or any of their immediate family members with beneficial ownership or significant influence/control in the party that the company has or will have dealings with.
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 Company shall adhere to the requirements of the Corporation Code in approving contracts with one or more of its directors or officers or with another corporation in which one or more of the Company’s directors is/are interlocking directors therein.
4. Transactions with related parties shall be at arm’s-length prices or at terms similar to those offered to non-related entities in an economically comparable market. The Company shall consider the substance of the relationship, and not merely the legal form, in evaluating possible related party transactions.
5. The Audit Committee shall review and, if appropriate, recommend the approval of related party transactions to the Board of Directors. It shall also ensure proper disclosure in the Company’s Financial Statements and other required reports in coordination with the Corporate Information Officer.