Crown Asia Chemicals Corporation

The Board of Directors of Crown Asia Chemicals Corporation has adopted these Corporate Governance Policies to support the Board in the performance of its responsibilities. The Board is authorized to modify or make exclusions to the Policies from time to time in its discretion and to better align with the functions and obligations owed to the Company and its shareholders.

MANUAL ON CORPORATE GOVERNANCE+

CODE OF BUSINESS CONDUCT AND ETHICS+

On Conflict of Interest

At Crown Asia Chemicals Corporation, all directors, officers, managers and employees are required to avoid any conflict of interest between their interests and interests of the company in dealings with suppliers, customers and other third parties and in the conduct of own personal affairs.

On Employees

The company creates a nurturing work environment for its employees thru implementation of policies on health, safety and welfare. Training and seminars are conducted to level up the competency and skills of its employees.

On Customers

The company values its customers and their needs and requirements. Foremost of which is delivering consistent quality products with good value to them and offering them sense of reliability and dependability. Regular product testing of production is conducted to ensure the quality meets required standards. Should any concern arise, the company attends to the issue immediately.

On Suppliers

Suppliers are required to adhere by the company’s purchase policies. The Purchasing department follows strictly the systems and procedures prescribed under company quality manual. This is to ensure transparency and secure best value for the company asset and supplies requirements.

The company enforces the policy on gifts in which receiving of gifts, whether monetary or non-monetary from suppliers and third parties are prohibited.

Vendor Code of Ethics

On Assets

The company assets, parts, tools, equipment and supplies are to be safeguarded by the employees to prevent loss/or damage. These assets shall not be used by the employees for personal purposes or unnecessarily wasted.

On Stockholders

The company ensures that all stockholders are informed of company operations and financial status thru dissemination of its financial reports. They may likewise communicate with key officers should they need more information to acquaint with the business.

BOARD COMMITTEE CHARTERS+

BOARD COMMITTEES+

COMPANY POLICIES+

Whistleblowing

It is of great importance that the directors, officers and employees of the Company observe high standards of work and personal ethics in the conduct of their duties and responsibilities. As representatives and employees of the Company, they must practice honesty and integrity in fulfilling their responsibilities, and must exemplify the behavior and professional demeanor consistent with all applicable laws and regulations, as well as the Company’s applicable policies and procedures.

This Policy intends to encourage and empower directors, officers, employees or any person to raise concerns on matters pertaining to potential violations of laws, Company policies and procedures, and give the Company opportunity to address the same prior to seeking external remedies. This Policy shall apply to all directors, officers and employees of the Company as well as any person who makes a protected disclosure as defined in this Policy.

General Policy – No director, officer, employee or any person, who in good faith, duly reports a matter covered by this policy shall suffer harassment, retaliation or any adverse consequence in his employment or practice of profession. A director, officer, employee or any person who retaliates against someone who has reported a violation in good faith is subject to disciplinary action up to and including termination of employment.

Definitions – For purposes of the Whistleblowing Policy, the following definitions shall control and apply:

a) “Protected disclosure” shall refer to written deliberate and voluntary disclosure by a director, officer, employee, or any person with relevant information of an actual or potential violation of laws, Company policies and procedures by any director, officer or employee or by any person which affects the Company.

b) “Whistleblower” refers to any person who makes a protected disclosure to his immediate supervisor, other superior officers, or the Internal Audit Department. If the protected disclosure is made to any other company personnel, it shall be referred to the Internal Audit Department.

c) “Retaliatory Action” pertains to negative or obstructive response or reactions to a disclosure taken against the Whistleblower, his family/relatives within the fourth civil degree, and/or those officers and employees supporting him such as, but not limited to, civil, administrative or criminal proceedings commenced or pursued against covered persons in this provision by reason of the disclosure made under this Policy, reprisals against covered persons by forcing or attempting to force any of them to resign, retire and/or transfer, undue negative performance appraisals or disciplinary actions, and such other similar acts.

1. A Whistleblower may make a protected disclosure to his immediate supervisor, other superior officers, or the Internal Audit Department any complaint or report on acts or omissions that are actually or potentially contrary to laws, Company rules, regulations or policies; unreasonable, unjust, unfair, oppressive or discriminatory; or constitutive of an undue or improper exercise of powers and prerogatives. The complaint or report shall indicate his name, department and contact number, and information on the disclosures shall contain sufficient particulars and details of the actual, suspected or anticipated wrongdoing and, as much as possible, be supported by other material evidence, attaching supporting documents if there are any, such that verification can be made regarding the circumstances. The report shall be in the form of a signed and dated handwritten or typewritten letter handcarried or email sent directly to the Internal Audit Manager.

2. A whistleblower shall have the following rights:

a) Protection Against Retaliatory Actions

b) Defense of Privileged Communication

c) No Breach of Duty of Confidentiality – A whistleblower who has an obligation by way of oath, rule or practice to maintain confidentiality of information shall not be deemed to have committed a breach of such duty if he makes a protected disclosure of such information.

3. Any officer to whom a disclosure is made shall have the following obligations:

a) Maintain the confidentiality of the subject matter of the disclosure and of the identity of the whistleblower;

b) Ensure and undertake measures to protect the well-being of the whistleblower; and

c) Report the disclosure in full detail to the Internal Audit Department, within a period of five (5) days from date of disclosure.

4. Upon receipt of the disclosure, the Internal Audit Department shall:

a) Evaluate the disclosure on whether or not it qualifies as protected disclosure under this Policy; and

b) If the Internal Audit Department finds that the same is qualified, to proceed to investigate the disclosure in accordance with its internal rules and with the guidance of the Company’s Audit Committee.

5. The Company will publicize the contact details in order to facilitate the receipt of protected disclosures. Any report covered by this shall be made to:

The Internal Audit Department
CROWN ASIA CHEMICALS CORPORATION
Attention: The Internal Audit Manager
Address: unit 506, President Tower, 81 Timog Avenue, Quezon City
Email to: asantonio@crownpvc.com.ph

Conflict of Interest

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.

Insider Trading

The Company adheres to the state policy that insider trading must be eliminated in order not to create distortions in the free market.

Definitions –
a) For the purpose of this Policy, an “Insider” covers the following:
1. Members of the Board of Directors and the Corporate Secretary of the Company;
2. Officers as defined in the by-laws of the Company who are or may be in possession of material non-public information about the Company because of their responsibilities;
3. Consultants and Advisers of the Company;
4. Any person, including an employee, who possesses material non-public information regarding the Company is an Insider for so long as the information is “material nonpublic”; and
5. Members of the immediate families of Directors, Officers and all other Covered Persons who are living in the same household as the above mentioned Covered Persons.

b) An information is “material non-public” if it has not been generally disclosed to the public and, if disclosed, would likely affect the price of the securities and one person’s decision to buy, sell or hold a security.

General Policy – Insiders shall not take advantage of material non-public information obtained by them by virtue of their position in the Company, and shall promote primarily the Company’s interest over personal gain. 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. All covered persons of this policy, who have knowledge of material non-public information regarding the Company, are subject to the following restrictions:
a) Insiders shall not buy or sell securities of the Company on their own account or for a third party using insider information, or have others trade for their (insiders) accounts. Insiders shall not buy or sell securities of the Company during the period within which material-nonpublic information is obtained and up to five (5) full trading days after the said information is disclosed (“Blackout Period”). Amended August 25, 2017
b) Insiders shall not pass the insider information to others, which in turn might trade (“tipping”) or forward the insider information to third parties that buy and sell securities on the basis of that insider information.
c) Insiders shall not engage in any other action to take advantage of insider information.

2. Internal rules and procedures regarding director or employee trading of the Company’s securities that are clear, practical, and effective, in safeguarding against insider trading shall be developed by the Company.

3. Violation of this policy could result in serious sanctions, including dismissal from employment of the insider.

Related Party Transactions

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.

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.

Employee Development and Growth

HEALTH
The company provides health care benefits to its employees thru a health maintenance plan (HMO). The plan covers hospitalization, medical, dental and opthalmology services inclusive of consultation and diagnostic tests. Annual physical examination is conducted and all employees are required to undergo such examination.
The company promotes health consciousness thru promulgation of policies such as Hepatitis B Free Workplace, HIV Aids Free Workplace and Tuberculosis (TB) Prevention and Control.

SAFETY
Employees are required to attend the Basic Fire Fighting seminar. Fire drills are conducted twice a year. In the plants, Fire Marshals are designated for each Work Shift. Fire extinguishing equipments are likewise located in strategic locations in all work places.
The company maintains a Clinic at the plant with a registered Nurse to attend to the needs of employees. First Aid training is conducted yearly.
The company has its plant safety manual which contained procedures to follow to ensure safe and orderly evacuation of employees in emergency scenarios.

WELFARE
The company have promulgated and implemented policies on Drug- free Workplace and policy on Sexual Harassment. All employees are required to undergo Drug test annually.
Employees are accorded vacation leaves and sick leaves. All unused leaves will be converted to cash.

TRAININGS
The company conducts annual trainings such as ISO Awareness, Records Management, Basic Firefighting, Basic Occupational Safety and Health and Lifestyle Modification.
For professionals such as engineers, accountants, internal auditors and HR personnel, they are enrolled in seminars which can enhance their technical skills and update on new developments.

INTEGRATED ANNUAL CORPORATE GOVERNANCE REPORT+

POLICY ON MATERIAL RELATED PARTY TRANSACTIONS+

ENTERPRISE RISK MANAGEMENT+

CORPORATE SOCIAL RESPONSIBILITY+

Shelter for Philippine Eagle

The company have forged agreement with Ninoy Aquino Parks & Wildlife Center for the rehabilitation of the shelter and habitat of its Philippine Eagle. Greenery and landscaping will likewise be updated.

Technical Skills Scholarship

A Scholarship program leading to livelihood is in the planning stage. Selected Scholars will be trained in Technical skills which would enable gainful employment opportunities after training. The company is in discussion with the TESDA to select the appropriate technical courses.

Crown Pipes Partners with UAP Manila to support ChildHope Asia Philippines

Congratulations to UAP Manila for a successful Maharlika Half Marathon 2016 that was held last January 10, 2016 at the CCP Complex, Pasay City. UAP Manila Maharlika is an organization of practicing architects who has served the construction industry for 33 years now. This event will raise funds for the benefit of ‘The ChildHope Asia Philippines’. ChildHope Philippines is an international, non-profit, non-political, non-sectarian organization whose principal purpose is to advocate for the cause of street children in the Philippines. It works towards the liberation of children from their suffering cause by working and living on the street. Its flagship programs are the Barangay Council for the Protection of Children (BCPC) for its advocacy efforts. ChildHope Philippines also has a program called ”EDUCATION WITHOUT BORDERS” to reach out to children on the streets to provide accredited alternative education and healthcare.

INTERNAL PROCEDURE FOR BOARD & SH MEETING (REMOTE +

On Conflict of Interest

On Employees

On Customers

On Suppliers

On Assets

On Stockholders

Executive Committee

Audit Committee

Corporate Governance Committee

Risk Oversight Committee

Whistleblowing

Conflict of Interest

Insider Trading

Related Party Transactions

Employee Development and Growth

Risk Management Policy