I.   Introduction

Directors, Republic Glass Holdings Corporation (RGHC) together with its subsidiaries is committed to conduct its business with honesty and integrity.  The policies set forth in this code are designed to provide guidance on conducting business in a compliant and ethical manner. Any director, officer or employee who breaches the Code will be subject to disciplinary action, including the termination of employment where permitted by law.

 

Directors, officers and employees are expected to read the policies outlined in the Code and conduct business ethically and fairly. And they are all expected to understand and comply with the Code.  Any violation of laws, rules and regulations or the Code should be reported immediately to the Audit Committee.

 

II.   Responsibilities

  1. Compliance with  Laws
    Directors, officers, and employees are expected to respect and comply with all laws applicable to RGHC business.  It is the individual’s responsibility to know and understand the company policies, laws and regulation applicable to his or her job responsibilities and to exercise good judgment.
  2. Insider Trading
    RGHC has a security trading policy and all directors, officers and employees should understand this policy and act in accordance with its terms.  This policy, among other things, provides that directors, officers, and employees may not buy or sell stock in RGHC when they are in possession of material, non-public information.  They are also prohibited from passing on such information to others who may buy or sell securities based on it. Questions about whether information is material or has been disclosed publicly should be directed to the Audit Committee.
  3. Conflict of Interest
    A conflict of interest happens when the private interest (including personal, social and financial) of a director, officer or employee interferes or appears to interfere in any way with the interest of RGHC.  Conflict of interest occurs when a director, officer or employee takes an action or has an interest that may make it difficult for the director, officer or employee to make objective decisions on behalf of RGHC. Conflict of interest also arises when a director, officer or employee or a member of his or her family receives improper personal benefits (including loans, guarantees of obligations, or acquisitions of interest in transactions involving RGHC or its business partners), or has personal relationships or has financial or business dealings as a result of his or her position with RGHC.
  4. Corporate Opportunities
    Directors, officers and employees are prohibited from taking advantage of any opportunity that arises or is discovered through the use of corporate property, information, or position for personal gain, unless RGHC has already been offered the opportunity and turned it down. Directors, officers and employees are likewise prohibited from competing directly or indirectly with RGHC unless such competition is disclosed to RGHC’s Audit Committee and approved by the Board.
  5. Confidential Information
    Directors, officers and employees are expected to protect all confidential information with respect to RGHC, vendors, suppliers and other business partners that is not generally known to the public. No confidential information shall be shared with any other person, internal or external, except when disclosure is legally required and authorized by the Board.
  6. Fair Dealing
    Directors, officers and employees are expected to deal fairly with RGHC vendors, suppliers and business partners. No Director, officer or employee shall take advantage of anyone through manipulation, concealment, fraudulent inducements and misrepresentation of material facts, abuse of privileged information or any other unfair dealing or practices.
  7. Protection and Proper Use of Company AssetsDirectors, officers and employees are responsible for protecting RGHC assets and ensuring they are used for legitimate business purposes only. RGHC assets include cash, fixed assets, salary information, proprietary information in any form and any unpublished financial reports and data.  Everyone is responsible for complying with and maintaining appropriate internal control to safeguard company assets against loss from fraud, theft, damage, embezzlement or unauthorized use or dispositions.
  8. Gifts, Gratuities and Other BenefitsDirectors, officers and employees are prohibited from accepting gifts, entertainment, trip, gratuities and other favors (directly or indirectly) from any organization or person with whom RGHC does business that might influence or be perceived to influence his or her professional decisions. Directors, officers and employees may not accept a gift unless it is of minimal value or a modest gift or entertainment as part of normal business that would not influence and could not be perceived to improperly influence business decisions.
  9. Outside Affiliations, Employment or ActivitiesParticipation and employment in business activities that compete with RGHC business or outside activities that could interfere with or conflict with his/her duties as director, officer or employee of RGHC whether or not paid, unpaid, elected, appointed or otherwise, shall be avoided by a director, officer and employee of RGHC unless prior approval in writing is given by the Board.
  10. Full, Fair, Accurate and Timely DisclosureRGHC is committed to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws in all reports filed with the Securities and Exchange Commission and the Philippine Stock Exchange.  RGHC is likewise committed to maintain books, records, and accounts that accurately and fairly reflect RGHC’s transactions and financial position.
  11. Safety, Health and Welfare of EmployeesRGHC considers its employees it’s most valuable resource and are the foundation of its success.  RGHC is committed to give the highest priority to the health, safety and security of its employees, business partners and the general public. Everyone (Director, officer and employee) is expected to maintain a safe work place and to comply with applicable laws, regulations and company policies. Everyone is encouraged to report safety concerns to the Audit Committee.RGHC strives to maintain a working environment where everyone is treated with respect and dignity. RGHC‘s goal is to provide a workplace free of tensions from harassment and discrimination. RGHC is an equal employment and fair treatment employer, the hiring and promotion, training and compensation is based on qualifications and performance. RGHC is committed to strictly comply with law on wages and other labor standards.

III.   Compliance Standards and Procedures

  1. Seeking Guidance
    Directors, officers and employees are encouraged to seek guidance from supervisors, managers and other appropriate personnel for the best course of action to take in a particular situation. Questions regarding the Code shall be brought to the attention of the Audit Committee.
  2. InvestigationsReported breach or violation of the Code will be seriously and promptly investigated.  The investigation will be conducted in a confidential manner to the extent possible. Every employee who reports any misconduct in good faith is assured that he/she will be protected from any form of retaliation.
  3. DisciplineOn the occasion where a Director, officer and employee is determined to have violated the Code, he or she may be subject to disciplinary action, up to and including termination from position or employment.

IV.     Policy Review

The Board shall periodically review and assess the adequacy of this Policy.