CODE OF BUSINESS CONDUCT AND ETHICS

 

1. GENERAL

This Code of Business Conduct and Ethics (the "Code") outlines the ethical principles that should guide all employees of IPM Holdings, Inc. (the “Company"). For the purpose of this Code, any reference to "employees" includes any director, officer or employee of the Company.

 

The Code is not meant to be a complete list of all legal and ethical obligations of the employees of the Company. This Code is aimed at providing the framework and rules to be implemented and followed for the orderly and successful conduct of the Company’s business. Specific instances requiring the application of the rules in cases of questions of breach or transgression should be properly addressed by Management with due respect and subject to the provisions of the Code.

 

It is the responsibility of each employee to become familiar with the principles set out in this Code and to integrate them into every aspect of the Company’s business.

 

1. Administration of the Code

Management, in coordination with the Board of Directors, is responsible for monitoring compliance with the Code.  Regular assessments on the Code’s sufficiency and applicability shall be conducted on an annual basis.

 

In addition to the Code, the Company will also set in place, a Director’s Manual and Employee’s Handbook which will govern the human resources aspects of the employee’s conduct as well as provide for the specific disciplinary actions and procedures for such.

 

1. Outline of Policy

The Company is committed to ethical and fair business dealings, and promotes a corporate culture which is non-sectarian and non-political and which is socially and environmentally responsible. It does this by subscribing to the following values and principles:

 

a.     Fairness and integrity in all business dealings, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

b.     Having respect for human rights and the dignity of all employees;

c.     Accepting diverse cultures, religions, race, gender and sexual orientation;

d.     Honesty, transparency and accountability; and

e.     Adherence to sound standards of corporate audit and applicable laws.

 

Employees should adhere to and be bound by these policies and uphold the following standards:

 

a.     Representation beyond reproach and accountability;

b.     Dealing with integrity with fellow officers, directors, or employees, suppliers, customers, shareholders and other stakeholders;

c.     Obedience to applicable governmental laws, rules and regulations and freedom from any badge of fraud or criminal acts;

d.     Avoidance of conflicts of interest and declaring them when they arise; and

e.     Observance of confidentiality rules.

1. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Employees are expected to maintain compliance with the letter and spirit of all laws governing the jurisdictions in which they perform their duties. This Code does not purport to address all areas of law that employees might encounter in the day-to-day business of the Company. However, emphasis must be given to the following areas of law which are of primary importance in the conduct of the Company’s business.

 

2.1 Privacy Laws

 

The Company is committed to maintaining the accuracy, confidentiality, security and privacy of the personal information of its customers, suppliers and employees. Employees who have access to personal and business information are expected to support the Company’s efforts to develop, implement and maintain procedures and policies designed to manage such information.

 

2.2 Environmental Laws

 

Cognizant of its responsibility to the environment, the Company strives to conform to all applicable environmental laws and regulations and to promote the respect of the environment in its activities. Employees are expected to support the Company’s efforts to develop, implement and maintain procedures and programs designed to protect and preserve the environment.

 

2.3 Securities Laws

 

The Company is committed to protecting security holder investments and expects all employees to comply with the applicable reporting obligations and trading restrictions imposed by the Company, the Securities and Exchange Commission and the Philippine Stock Exchange. Employees who are in possession of material information about the Company must not trade in securities of the Company until such information is generally and publicly available. Providing inside information to others who then trade on it is also strictly prohibited. Employees should make themselves familiar with the Company's Trading and Disclosure Policies.

 

2.4 Competition Laws

 

Competition laws are enacted to limit practices that impair the function of a free and open marketplace. A complete description of acts prohibited by these laws is beyond the scope of this Code, however, they include: price fixing, bid rigging, price discrimination, allocation of markets and boycotting of certain suppliers or customers. Employees having regular dealings with customers and suppliers should become familiar with the laws applying to these practices, as non-compliance will be dealt with in the Director’s Manual and Employee’s Handbook.

 

2.5 Employment and Labor Laws

 

The Company’s most important resource is its employees. It is the Company’s policy to comply with all applicable laws and regulations, including those concerning hours of work, compensation, opportunity, human rights and working conditions. These principles, as well as compliance thereto, implementation and application shall be entrenched in the Director’s Manual and Employees’ Handbook of the Company.

 

 

 

1. FAIR DEALING

The Company believes in dealing fairly with its competition and other stakeholders. The Company requires its employees to avoid taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

 

 

4. CONFLICT OF INTEREST

 

4.1 General

 

All employees have a duty of loyalty to the Company and are therefore expected to always act in the Company’s best interests. A conflict arises when the personal, professional or business interests of an employee, influence or have the potential to influence the exercise of his judgment in the performance of his duties to the Company. Conflicts of interest and even the appearance of a conflict of interest may compromise the Company’s reputation and must be avoided.

 

If an employee has any direct or indirect interest in, or relationship with, any individual or organization that proposes or has any transaction with the Company, such person should disclose such interest or relationship and refrain from approving, influencing the approval of, or managing the particular transaction in which he has an interest. The Company reserves its right to transfer the assignment of such person should it be necessary to preserve the interests of the Company.

 

Nevertheless, the Company also respects its employees' right to privacy in their personal activities and financial affairs.  It is the responsibility of each employee to ensure that his personal conduct complies with the policy and make the proper disclosures, whenever applicable, to allow the Company to determine and address conflict of interest issues.

 

4.2 Employment or Affiliation with a Competitor, Supplier or Customer

 

Employees may not act as directors, officers, employees, consultants or agents of entities that are competitors, suppliers or customers of the Company. In addition, employees may not own, directly or indirectly, a beneficial interest in any of these entities unless an employee is making an investment in securities that are listed on a national or international securities exchange and the total value of the investment is less than 2% of the value of the class of securities involved.

 

4.3 Independent Business Ventures

 

Employees may not engage in independent business ventures or agree to perform services for other businesses if the activity interferes with an employee's devotion of time and effort to the conduct of the Company’s business or otherwise affects his ability to work effectively.  Proper disclosures should be made to enable the Company to determine and address conflict of interest issues.

 

4.4 Personal Benefits, Gifts, Bribes and Kickbacks

 

Employees may not use their position in the Company to derive or secure any personal, financial or other benefit for themselves or their relatives.  An employee may not solicit and/or accept any gift or favor from any competitor, supplier or customer except to the extent customary and reasonable in amount and not in consideration for any improper action by the recipient. Finally, the offering or accepting of bribes, payoffs or kickbacks made directly or indirectly to obtain an advantage in a commercial transaction is strictly prohibited.

 

4.5 Reporting Conflict

 

Employees are expected to report to the Company any personal interests which conflict or may conflict with the interests of the Company. This prohibition applies to the immediate family and other members of the employee’s household. For the avoidance of doubt, activities which are likely to fall under the prohibitions must be reported to the Company for a determination of whether or not conflict of interest indeed exists.

 

 

5. CONFIDENTIAL INFORMATION

 

During the normal course of business, employees may have access to non-public information regarding the Company’s customers, suppliers, operations, strategic plans, financial affairs, employees and trade secrets, among other things. These types of information are key corporate assets and every employee has an obligation to protect them and keep them in the strictest confidence, until disclosure is authorized or actually effected.

 

 

6. GIFTS AND BUSINESS COURTESIES

 

Gifts and business courtesies offered or given by reason of, or in connection with, an employee’s position or employment in the Company should be avoided. Employees are not permitted to give or accept, directly or indirectly:

 

1. Gifts and business courtesies that might create the appearance of an impropriety. This ruling extends to the employee’s immediate family members, including spouses;

2. With exception of gifts acceptable by customary practice, cash payments, discounts or vouchers, regardless of value, must not be accepted from current or potential customers, suppliers, vendors or other contractors.

 

In case of doubt, employees should seek the advice and/or approval of Management. The decision will depend on factors such as the nature and monetary value of the gift, entertainment or courtesy, and the frequency with which such offers have been accepted or used.

 

The responsibility rests with the employee to ensure that the actual monetary value of the gift, entertainment or courtesy does not exceed the allowable monetary value or the value for which permission has been granted.

 

 

7. POLITICAL CONTRIBUTIONS

 

Employees have the freedom to engage in legitimate political activities. However, the Company espouses an apolitical stand in the conduct of its business and shall not make any political contributions for purposes of influencing an award or retention in favor of the Company and its business.

 

 

 

 

 

8. USE OF COMPANY SERVICES AND PROPERTY

 

8.1 General

 

Employees owe a duty to the Company to advance its legitimate interests. Except as otherwise permitted in this Code, employees may not take for themselves opportunities that are discovered through the use of the Company’s resources, information or position; use the Company’s property, information, or position for personal purposes; nor compete with the Company either directly or indirectly.

 

8.2 Protection and Proper Use of Corporate Assets

 

All employees of the Company should endeavor to protect its assets and resources and ensure legitimate use. These assets and resources include information, equipment, office supplies, hardware, software, intellectual property and time. Such assets may not be used for personal benefit, nor may they be sold, borrowed or given away without proper authorization. Occasional and limited personal use of certain corporate resources (e.g. computer, fax, e-mail) is acceptable where the Company’s interests are not adversely affected.

 

Employees' messages (including voice mail) and computer information are considered corporate property. Unless prohibited by law, the Company reserves the right to access and disclose this information as necessary for business purposes or as a result of an investigation for probable breach of this Code.

 

 

9. BUSINESS TRANSACTIONS

 

Employees involved, whether directly or indirectly, in dealing with third parties for and on behalf of the Company shall ensure that business and commercial transactions are carried out at arm’s length with due benefit for the Company. The following are guiding principles in the conduct of transactions involving the Company:

 

1. Purchase contracts and tender awards must be made on the basis of quality, service, price and availability, within the parameters of and any applicable laws;

2. All approved suppliers must be of good standing and selected from a sufficient number of qualified suppliers for comparative purposes;

3. Confidential information about the Company may not be revealed to a supplier, vendor or potential supplier or vendor without the prior authorization of Management;

4. Any employee who is removed from an office of trust on account of misconduct, or has been or is at any time in the future, convicted of theft, fraud, forgery or an offense involving dishonesty, must disclose this fact to Management;

 

All monies, cheques, documents and other properties of the Company must be properly and accurately accounted for.

 

 

10. SHARE DEALINGS

 

10.1 Principles

 

The shares of the Company are listed in the Philippine Stock Exchange. As such, share ownerships, to the extent that they are covered or restricted by applicable laws must be subject to the following rules:

 

1. Any dealings in shares or securities of the Company must be beyond reproach and in accordance with all applicable laws.

2. It is a criminal offense to deal in or to encourage or discourage anyone else to deal in securities on the basis of information gained as an insider prior to disclosure.

3. Officers and directors of the Company (Should cover all employees, unless this is an SEC/PSE rule?) must heed closed periods for dealing in the Company’s shares. These closed periods will be made known from time to time and are to be considered binding.

 

All directors and officers (Should cover all employees, unless this is an SEC/PSE rule?) must report details of their dealings in the Company’s shares in writing to the Corporate Secretary by no later than close of business on the day immediately following the transaction. This includes dealings by his/her spouse and minor children or by trusts or entities in which they or any of them may have controlling interest.

 

 

11. IMPLEMENTATION AND MONITORING

 

11.1 Commitment

 

All employees of the Company must commit to comply with both the letter and spirit of this Code and the Company endeavors to obtain the same commitment from its business partners. In this connection, directors and officers should explain to employees and business partners the Company’s principles and values set forth in this Code, and emphasize the importance of conducting themselves in accordance with the standards set by this Code in order to attain financial rewards for the Company and to deter wrongdoing.

 

11.2 Waiver

 

There shall be no waiver of any of the provisions of this Code in favor of any employee, except when expressly granted by the Board of Directors. Any such waiver for any director or executive officer or any material amendment to the Code must be promptly disclosed to the shareholders of the Company.

 

11.3 Reporting Known or Suspected Violations

 

The directors, the CEO, senior financial officers and chief legal officer shall promptly report any known or suspected violations of this Code to the Board. All other employees should communicate any such or relevant information to Management. Employees may also report questionable behavior in the same manner as they may report complaints regarding accounting, internal accounting controls or auditing matters to the Company’s Audit Committee. No retaliatory action of any kind will be permitted against anyone making such a report in good faith, and the Board will strictly enforce this prohibition.

 

11.4 Accountability for Violations

 

If it has been determined that this Code has been violated, either directly, or by failure to report a violation, or by withholding information related to a violation, the offending employee may be disciplined for non-compliance with penalties up to and including removal from office or dismissal. Such penalties may include written notices to the individual involved that a violation has been determined, censure, demotion or re-assignment, suspension with or without pay or benefits or all or a combination of the foregoing. Violations of this Code may also constitute violations of law and may result in criminal penalties and civil liabilities for the employee.

 

11.5 Review and Amendments

 

All policies, systems practice, orders, and similar official corporate issuances, whether existing or to be issued shall be revisited and revised as soon as practicable in order to be consistent with the letter and spirit of this Code. Pending the finalization of such amendments, the provisions of this Code shall prevail over any policies, systems practice, orders, and similar official corporate issuances, inconsistent with this Code. This Code shall be reviewed at least once every two (2) years or such other frequency as may be determined by the Board of Directors.