The Corporation has an established whistle-blowing policy aimed at encouraging employees to speak out and call the attention of Management to any suspected wrongdoing which is contrary to the principles of the Code of Ethics and violations of the Corporation's rules and regulations. The policy aims to protect the whistle blower from retribution or retaliation, and provides a disincentive to passively allowing the commission of wrongful conduct. The whistle blowing policy provides for procedures for interested parties to communicate, even anonymously, concerns regarding accounting, internal accounting, auditing or financial reporting matters directly to the SMC Audit Committee through the Office of the General Counsel.
The policy was adopted by the Company on November 16, 2006
Directors, Officers and Employees are required to disclose the extent of their business interests in order to determine any possible conflicts of interest. Failure to disclose fully is a ground for temporary disqualification as a director. In accordance with the Policy on Conflict of Interest, a Full Business Interest Disclosure Form is required to be submitted upon their appointment.
Employees of the Corporation are expected to give due time and attention to the Corporation in carrying out their duties and responsibilities. The basic expectation is that the employees’ actions are made in the best interest of the Corporation. The Corporation, however, acknowledges that employees may pursue outside financial, business or other activities as long as these activities are legal and do not conflict with the regular and conscientious performance of their Company obligations and do not result in damage to or misuse of Company reputation, property, products, confidential information, influence of other resources.
The Corporation also acknowledges that it has the right to protect itself from possible conflicts of interest on the part of its employees, which might affect its financial and business viability. Conflict of interest arises if a Company officer, employee or close relative of an officer or employee has any financial or business interest in the enterprise of any supplier, competitor, customer or any organization which may benefit from decisions or actions made by the officer or the employee in the execution of Company responsibilities, and the officer or employees knowledge of the Company’s confidential information, actions or future plans.
A conflict of interest may also arise when the interest of an officer or an employee of the Corporation in an outside organization takes a significant amount of time and attention such that it adversely affects the performance of his or her duties and responsibilities in the Corporation.
Consistent with the Corporation’s outlook ad approach on employee discipline, the Corporation lays the accountability in the hands of the officers and employees to disclose possible conflicts of interest. Any possible conflicts of interest must be disclosed by the officer or employee involved to his or her immediate superior who will, in turn, review and resolve the conflict situation based on guidelines and in consultation with Management.
The Policy was adopted on July 11, 2003
The directors, officers and employees of San Miguel Corporation (the "Company") should exercise extreme caution when dealing in the Company’s securities and ensure that such dealings comply with this policy and the requirements under the Securities Regulation Code ("SRC").
This policy statement sets out the conditions and rules under which the directors, officers and employees of the Company (the "Relevant Persons") shall deal in securities of the Company.
- “dealing” includes, subject to paragraph (f) below, any direct or indirect acquisition, disposal or transfer of, or offer to acquire, dispose of or transfer, or creation of pledge, charge or any other security interest in, any securities of the Company or any entity whose assets solely or substantially comprise securities of the Company, and the grant, acceptance, acquisition, disposal, transfer, exercise or discharge of any option (whether call, put or both) or other right or obligation, present or future, conditional or unconditional, to acquire, dispose of or transfer securities, or any interest in securities, of the Company or any such entity, in each case whether or not for consideration, and any agreements to do any of the foregoing, provided that advising, procuring or encouraging another person to buy, sell or otherwise deal in the Company’s securities, or passing on information to any other person, if the Relevant Person knows or ought to reasonably know that such other person may use the information to buy, sell or deal in (or procure another person to buy, sell or deal in) the Company’s securities shall likewise be considered as “dealing”; and “deal” shall be construed accordingly;
- “associates” includes the Relevant Person’s spouse or relatives by affinity or consanguinity within the second degree, legitimate or common-law, or any person controlled by the Relevant Person;
- “beneficiary” includes any discretionary object of a discretionary trust (where the Relevant Person is aware of the arrangement) and any beneficiary of a non-discretionary trust;
- “securities” means the securities defined in section 3.1 of the SRC, as amended from time to time, issued by the Company;
- “material non-public information” refers to information relating to the Company that (a) has not been generally disclosed to the public and would likely affect the market price of the Company’s securities after being disseminated to the public and the lapse of a reasonable time for the market to absorb such information; or (b) would be considered by a reasonable person as important under the circumstances or influence persons who commonly invest in the Company’s securities in determining whether to buy, sell or hold the Company’s security.
- notwithstanding the definition of “dealing” in paragraph (a) above, the following dealings are not subject to the provisions of the Code:
- taking up of entitlements under a rights issue, bonus issue, capitalization issue or other offer made by the Company to holders of its securities (including an offer of shares in lieu of a cash dividend) but, for the avoidance of doubt, applying for excess shares in a rights issue or applying for shares in excess of an assured allotment in an open offer is a “dealing”;
- taking up of an offer made by the Company under its employee stock purchase plan or long term incentive plan for stock options;
- allowing entitlements to lapse under a rights issue or other offer made by the Company to holders of its securities (including an offer of shares in lieu of a cash dividend);
- exercise of share options or warrants or acceptance of an offer for shares pursuant to an agreement entered into by the Relevant Person and the Company before a period during which the Relevant Person is prohibited from dealing under this policy and/or the SRC at the pre-determined exercise price, being a fixed monetary amount determined at the time of grant of the share option or warrant or acceptance of an offer for shares;
- undertakings to accept, or the acceptance of, a mandatory tender offer for shares in the Company made to shareholders; and
- an acquisition of qualification shares by a director where, under applicable law and/or the Company’s constitutional documents, the final date for acquiring such shares falls within a period during which the director is prohibited from dealing under this policy and/or SRC and the director cannot acquire such shares at another time.
For purposes of this policy, the grant to a Relevant Person of an option to subscribe or purchase the Company’s securities shall be regarded as a dealing by him at the time of the grant, if the price at which such option may be exercised is fixed at the time of such grant. If, however, an option is granted to a Relevant Person on terms whereby the price at which such option may be exercised is to be fixed at the time of exercise, the dealing is to be regarded as taking place at the time of exercise.
- A Relevant Person must not deal in any of the securities of the Company at any time when he has knowledge or is in possession of material non-public information, unless the Relevant Person (a) proves that the information was not gained from his relationship with the Company, subject to paragraph B. 2 below; or (b) if the other party selling to or buying from the Relevant Person (or his agent) is identified, the Relevant Person proves (i) that he disclosed the information to the other party, or (ii) that he had reason to believe that the other party otherwise is also in possession of the information.
- A Relevant Person must not deal in the securities of the Company when by virtue of his position as a director of another listed company, he is in possession of material non-public information in relation to the Company’s securities.
- Relevant Persons who have knowledge or are in possession of material non-public information are prohibited from dealing in the Company’s securities during the following periods (each a “Blockout Period”):
- 10 business days before and 5 business days after the deadline for the Company to make a structured disclosure or any disclosure of its financial results for any year, half-year, quarterly or any other interim period; and
- 5 business days before and 5 business days after any non-structured disclosure of any material information other than financial results.
Relevant Persons who have knowledge or are in possession of material non-public information shall be prohibited from liquidating their options or selling their shares in the Company granted under the long term incentive plan for stock options or acquired under the employee stock purchase program, as the case may be, during Blockout Periods.
Where a Relevant Person is a sole trustee, the provisions of this policy will apply to all dealings of the trust as if he were dealing on his own account (unless the Relevant Person is a bare trustee and neither he nor any of his associates is a beneficiary of the trust, in which case the provisions of this policy will not apply).
- Where a Relevant Person deals in the securities of the Company in his capacity as a co-trustee and he has not participated in or influenced the decision to deal in the securities and is not, and none of his associates is, a beneficiary of the trust, dealings by the trust will not be regarded as his dealings.
- When a Relevant Person places investment funds comprising securities of the Company under professional management, discretionary or otherwise, the managers must nonetheless be made subject to the same restrictions and procedures as the Relevant Person himself in respect of any proposed dealings in the Company’s securities.
- The prohibitions on dealings in the Company’s securities under this policy apply to the Relevant Persons’ associates who have knowledge or are in possession of material non-public information.
- Any Relevant Person of the Company who acts as trustee of a trust must ensure that his co-trustees are aware of the identity of any company of which he is a Relevant Person so as to enable them to anticipate possible difficulties. A Relevant Person having funds under management must likewise advise the investment manager.
- Any Relevant Person who is a beneficiary, but not a trustee, of a trust which deals in securities of the Company must endeavour to ensure that the trustees notify him after they have dealt in such securities on behalf of the trust, in order that he in turn may notify the Company. For this purpose, he must ensure that the trustees are aware of the companies of which he is a Relevant Person.
- The directors of the Company must as a board and individually endeavour to ensure that any employee of the Company, or director or employee of a subsidiary of the Company who, because of such office or employment, is likely to be in possession of material non-public information in relation to the Company’s securities, does not deal in those securities at a time when he would be prohibited from dealing by this policy and/or the SRC.
- Relevant Persons shall comply with the disclosure requirements under the SRC in respect of their dealings with the Company’s securities.
- The Company shall also disclose in its annual or current reports, having made specific enquiry of all directors and officers, whether its directors and officers have complied with, or whether there has been any non-compliance with, the required standards set out in this policy and SRC; and in the event of any non-compliance and an explanation of the remedial steps taken by the Company to address such non-compliance.
- Dealing in shares of other companies
Where a Relevant Person obtains material non-public information relating to a company other than the Company in the course of performing their duties in the Company, the foregoing prohibitions apply in respect of the securities of such other company. Moreover, Relevant Persons are also bound by a duty of confidentiality in relation to information obtained in the course of their duties in respect of third parties.
- Consequences for breach of policy
Breach of this policy or the SRC in respect of dealings in the Company’s securities by the Relevant Persons may expose them to criminal and civil liability. Breach of this policy or the SRC in relation will also be regarded by the Company as serious misconduct which may lead to disciplinary action and/or dismissal.
- Additional information
Questions arising from the Company’s securities dealing policy or securities dealing requirements under the SRC may be raised with the Relevant Person’s senior officer, Company’s Secretary or General Counsel. A Relevant Person should consult/clarify with the foregoing persons before trading in any securities which may be affected by the policy or SRC in the event of doubt as to its application to the circumstances of such Relevant Person.
The policy on dealings in securities was adopted on May 22, 2008.
The Corporation, certain subsidiaries and their shareholders, and associates in the normal course of business, purchase products and services from one another. Transactions with related parties are made at normal market prices and terms. An assessment is undertaken at each financial year by examining the financial position of the related party and the market in which the related party operates. All related party transactions must be done on an arms length basis to safeguard the interests of the Corporation as well as the minority shareholders and other stakeholders.
As provided under Article III, Section 9 of the Corporation’s By-laws, the vote of two thirds (2/3) of the Board of Directors constituting a quorum shall be required to approve the following:
- Contracts between the corporation and one or more of its directors or officers or their affiliates provided further that: (a) the presence of such director in the board meeting in which the said contracts were approved shall not be considered for determining a quorum for such meeting; (2) that such director shall not vote for the approval of the contract; (3) that the contract is fair and reasonable under the circumstances; and (4) that full disclosure of the interest of the director, officer and/or affiliate involved, must be made at such meeting or if the interest is acquired subsequently, at the first meeting thereafter.
An affiliate for purposes of these By-laws shall refer to an entity linked directly or indirectly to said directors or officers by means of their ownership, control or power to vote ten percent (10%) or more of the outstanding capital stock thereof.
- Management Contracts.
- The appointment or contracting or any buying or selling agent whose compensation or commission is at least 50% of the Corporation’s respective total purchases or sales for the immediately preceding fiscal year; or the appointment or contracting of any person, whether natural or juridical, as contractor, consultant, trustee or in any other capacity, whose compensation or commission is at least 5% of the Corporation’s total expenditure for that particular expense item or items.
As stated in the Company’s Employee Manual, in acknowledgement of the varying needs inherent in every individual, the Corporation endeavours to provide an environment where the holistic wellness of employees is nurtured and protected. The Corporation supports several wellness programs and maintains facilities that take care of the employees’ well being. These include the gymnasium, employee clinic and Management Training Center. The Corporation likewise encourages its individual business units to develop and implement employee wellness programs of their own provided they are consistent with Corporation policies and guidelines.
The Corporation provides comprehensive health care service directed at prevention of disease protection from health hazards and maintenance of health. Programs are also implemented to identify personal risks to health and to detect diseases in the early and most treatable stages. The Corporation is also committed to improve the quality of life of its employees through healthy living and piloting of wellness initiatives to encourage employees to maintain active and healthy lifestyles. The Corporation also provides regular information on health to assist employees in making better decisions regarding their health condition as well as that of their dependents.
The Corporation also strives to protect its employees from harassment of any form. The Corporation actively implements mechanisms for dealing with such occurrences and ensures that it will act justly, swiftly and decisively in addressing such complaints. The Corporation is also committed to promote a work place that is free from drug abuse as it is detrimental to the health, safety and work performance of employees and poses risks to Corporation operations and product quality.
The Corporation seeks to have accident-free operations in all its offices and production facilities worldwide. The policy on safety is derived from principles, values, legal and regulatory requirements, and is operationalized through the implementation of standards of performance and well-documented standard operating procedures. These are further reinforced by regular installation audits and proactive education of the workforce.
The following are the Corporation’s health care programs to protect employees and their dependents against financial burdens that come with illness or injury:
Health and Welfare Program – This program is being maintained and administered by the Corporation which has its own clinic and accredited third party medical personnel. The plan provides for hospitalization and medical benefits under the plan for qualified employees. The employee may enjoy the benefits under the plan as long as he has accrued sick leave credits. The following are provided: free hospitalization, medical consultation, medicines and medical services.
Health and Welfare programs for dependents, provided that the dependents are registered with the Corporation. The plan covers hospitalization, dental, diagnostic procedures, and out patient services. The employee and the Corporation share on a 50-50 basis the insurance premiums. The plan will answer for the room and board, doctors’ fees, surgical fees and miscellaneous expenses of eligible dependents, outpatient benefits, subject to certain limits.
The Corporation recognizes its responsibility to shape and develop the knowledge, skills and attitudes of its human resources in order to contribute to the professional development of its employees and maintain its competitive position.
The Corporation’s training and education philosophy is defined in the following principles:
Business Contribution Training is anchored on the needs of the business and the impact on the Corporation’s bottom line. Education and training help optimize the productivity and performance of the employees of the Corporation and enable them to contribute to the profitability of the Corporation.
Alignment of Needs The Corporation’s framework creates an environment where the employees have to opportunity to chart their own progress and development so long as these are supportive of the Corporation’s strategic directions.
Holistic Development Education and training is holistic and comprehensive in content and approach. The Corporation develops the employee not just on technical or functional expertise but on work support skills and leadership/management. In terms of approach, the Corporation utilized traditional classroom, experiential and mentoring approaches to deliver training.
Collaborative Partnership and Involvement Planning, design and delivery of education solutions are done in partnership with clients and with accredited service providers.
In support of the foregoing policies, the Corporation has an education benefit which provides assistance to employees who wishes to pursue further studies. The program covers free tuition and miscellaneous expenses as well as cost of major books. The Corporation also extends educational loans, interest free, to meet the educational requirements of the employees and their dependents.
The Corporation also has Management and Development Program aimed at ensuring timely availability of the required number of employees at middle manager level and up with the necessary or required education, experience, ambition and personal characteristics to fulfill the short and long term needs of the organization. The MDP involves in depth assessment and the implementation of planned development activities to meet the skill gaps of the employees.