I. Purpose of the guideline
The Board of Directors (the “Board”) of Republic Glass Holdings Corporation, together with its subsidiaries “RGHC” has adopted this Insider Trading Policy for its Board members, officers and employees. The policy applies to the trading of RGHC securities and is intended to provide an overview of the legal provisions governing the prohibition of insider trading. The trading of RGHC shares is subject to the Securities Regulation Code (Republic Act No. 8799) and supervision by Philippines Stock Exchange.
As a general policy, any new or recent information about the company that could affect the share price shall be made accessible to all shareholders simultaneously.
II. Persons covered
An insider is defined as any person who has access to insider information. This applies to all directors, officers and employees of RGHC. Reference in this Policy to “you” (as well as general references to directors, officers and employees of RGHC) shall also be understood to include members of their immediate family, anyone else who lives in their household, persons that are their economic dependents (or are subject to their control or influence) and any other individual or entity whose transaction in securities they influence, direct or control, including any corporations, partnerships or trusts.
III. Insider information
Insider information is defined as any material information about circumstances that has not been made public by means of press release or any other means of disclosure. The information must relate to issuers of insider securities or to the insider securities themselves and the information must be accurate and have a significant effect on the share price of RGHC.
Insider information may refer to: a change in the business, capital or operation of RGHC, entry into or withdrawal from business segments, conclusion of major agreements, the acquisition or disposal of participations, takeover bids, capital measures, business performance etc., which could influence the movement of RGHC market price or value of securities.
IV. Insider securities
Insider securities refer not only to the trading of shares of stock RGHC listed in the Philippine Stock Exchange, but also to the trading in the securities of other firms, such as firms with which the company may be in negotiation for major sale, investment or acquisition.
V. Transaction ban
Insiders, who have knowledge of material non-public information regarding RGHC, are subject to the following restrictions:
- Insiders are banned from buying or selling insider securities on their own account or for a third party using insider information, or have others trade for their (insiders) accounts.
- Insiders are also prohibited from the unauthorized disclosure of insider information to another person or entity, 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.
- Insiders are restricted from advising others to buy or sell insider securities of RGHC on the basis of insider information, and from persuading a third party to do so by other means.
VI. Consequences of a breach of the Policy
A breach of the Policy entail potential consequences in the form of severe fines or possible imprisonment. Furthermore, failure to comply with the Policy may lead to a disciplinary offense or even dismissal, whether or not the failure to comply results in a violation of law.
VII. Black-out periods
In order to avoid violation of insider trading regulation as stated in Section Chapter VII of the Securities Regulation Code (Republic Act No. 8799), black-out periods are to be observed. These are periods in which members of the board, executive bodies and identified employees are prohibited to either buy or sell RGHC securities. The black-out period always begins two (2) days before the end of a quarter and finishes two (2) days after publication of the financial results in a press release or other public disclosure. Further black-out periods for important events and circumstances may be defined and announced by the Board.
Insiders are responsible for verifying whether a blackout period is in effect prior to making a trade.
Directors, officers and employees of RGHC will be furnished a copy of this Policy on its initial adoption by the Board and are expected to understand and comply with the Policy. A copy of the Policy will be given to new Directors and new hires on the first day of his or her appointment.
IX. Policy review
This Policy shall be reviewed and assessed by the Board of Directors at least annually.