CODE OF BUSINESS CONDUCT & ETHICS

CODE OF BUSINESS CONDUCT & ETHICS

Company’s policies on the following business conduct or ethics affecting directors, senior management and employees:

Business Conduct & Ethics Directors Senior Management Employees
(a)      Conflict of Interest Does not vote on activities in which there is a conflict of interest Are not allowed to be involved in the decision making process if conflict of interest is present Are not allowed to be involved in the decision making process if conflict of interest is present
(b)      Conduct of Business and Fair Dealings Should follow best practices and company policies Should follow best practices and company policies Should follow best practices and company policies
(c)     Receipt of gifts from third parties  

Based on The Code of Conduct & Discipline, and Offenses & Corresponding Penalties

 

 

Based on The Code of Conduct & Discipline, and Offenses & Corresponding Penalties

 

 

Based on The Code of Conduct & Discipline, and Offenses & Corresponding Penalties

 

(d)     Compliance with Laws & Regulations Monitored by the compliance officer and other officers Monitored by the compliance officer and other officers Monitored by the compliance officer and other officers
(e)     Respect for Trade Secrets/Use of Non-public Information Policy on non-disclosure in place. Discouraged from using such information Policy on non-disclosure in place. Discouraged from using such information Policy on non-disclosure in place. Discouraged from using such information
(f)      Use of Company Funds, Assets and Information Regulated through Manual on Corporate Governance Regulated through Manual on Corporate Governance Regulated through Manual on Corporate Governance
(g)     Employment & Labor Laws & Policies Meet at least the minimum criteria set by the labor authorities Meet at least the minimum criteria set by the labor authorities Meet at least the minimum criteria set by the labor authorities
(h)     Disciplinary action Based on Manual of Corporate Governance Based on Manual of Corporate Governance and Company policy Based on Manual of Corporate Governance and Company policy
(i)       Conflict Resolution  

Based on The Code of Conduct & Discipline, and Offenses & Corresponding Penalties

 

 

Based on The Code of Conduct & Discipline, and Offenses & Corresponding Penalties

 

 

Based on The Code of Conduct & Discipline, and Offenses & Corresponding Penalties

 

 

The rules and procedures have been disseminated to management and employees under the Company’s code of conduct and ethics.

The Company is committed to provide an encouraging work environment to its employees, and be an engaging business partner to its clients and service providers. It is the policy of CPGI to promote discipline in the organization by taking corrective action as may be needed for the protection of all employees and clients, CPGI’s properties and interests. These rules were prepared to ensure fair and consistent treatment and constructive actions of any employee who has made a mistake.

The responsibility of ensuring that discipline exists in CPGI is jointly vested upon HRD, Department Heads and Supervisors. All supervisors and Department Heads should encourage the development of an environment where positive discipline comes naturally.

Policy measures will be promulgated as the need arises to supplement, implement and amend any of the provisions contained herein

Related Party Transactions

Policies and Procedures

 

Related Party Transactions Policies and Procedures
(1) Parent Company All related party transactions have to be on an arms-length basis if the company gets the most competitive product from a related party.  Contracts are reviewed by senior management, approved by the majority of the board, monitored and recorded accordingly by the Compliance officer such contracts are deemed material for disclosure and affects directly the shareholders of the company and other officers in charge for other contracts as the case may be.
(2) Joint Ventures All related party transactions have to be on an arms-length basis if the company gets the most competitive product from a related party.  Contracts are reviewed by senior management, approved by the majority of the board, monitored and recorded accordingly by the Compliance officer such contracts are deemed material for disclosure and affects directly the shareholders of the company and other officers in charge for other contracts as the case may be.
(3) Subsidiaries All related party transactions have to be on an arms-length basis if the company gets the most competitive product from a related party.  Contracts are reviewed by senior management, approved by the majority of the board, monitored and recorded accordingly by the Compliance officer such contracts are deemed material for disclosure and affects directly the shareholders of the company and other officers in charge for other contracts as the case may be.
(4) Entities Under Common Control All related party transactions have to be on an arms-length basis if the company gets the most competitive product from a related party.  Contracts are reviewed by senior management, approved by the majority of the board, monitored and recorded accordingly by the Compliance officer such contracts are deemed material for disclosure and affects directly the shareholders of the company and other officers in charge for other contracts as the case may be.
(5) Substantial Stockholders All related party transactions have to be on an arms-length basis if the company gets the most competitive product from a related party.  Contracts are reviewed by senior management, approved by the majority of the board, monitored and recorded accordingly by the Compliance officer such contracts are deemed material for disclosure and affects directly the shareholders of the company
(6) Officers including

spouse/children/siblings/parents

No such related party transaction
(7) Directors including

spouse/children/siblings/parents

No such related party transaction
(8) Interlocking director relationship

of Board of Directors

The board member has to have knowledge of industry if he/she serves on the board of subsidiary etc.

 

Conflict of Interest

Directors/Officers and 5% or more Shareholders

 

Details of Conflict

 of Interest (Actual or Probable)

Name of Director/s

Jose E.B.  Antonio

John Victor R. Antonio

Jose Marco R. Antonio

Jose Roberto R. Antonio

Jose Carlo R. Antonio

 

Ricardo P Cuerva

 

 

No actual conflict of interest involved.  Jose E.B. Antonio is the father of siblings Messrs. John Victor R. Antonio, Jose Marco R. Antonio, Jose Carlo R. Antonio and Jose Roberto R. Antonio.  Through CPI, of which all are shareholders, they own the majority shares of CPGI.

 

Mr. Cuerva is one of the shareholders of CPI.  No actual nor probable conflict of interest as of to date.

 

 

Name of Officer/s N.A.
Name of Significant Shareholders

PCD Nominee Corporation Foreign and Filipino

PCD Nominee corporation owns beneficial shares of more than 5%.  No actual nor probable conflict of interest is involved since these shares are publicly held and traded.

 

The control environment of the Company consists of (a) the Board which ensures that the  Company is properly and effectively managed and supervised; (b) a Management that actively manages and operates the Company in a sound and prudent manner; (c)  the organizational and                 procedural controls supported by effective management information and risk management  reporting systems; and (d)  an independent audit mechanism to monitor the adequacy and effectiveness of the corporation’s governance, operations, and information systems, including the reliability and integrity of financial and operational information, the effectiveness and efficiency of operations, the safeguarding of assets, and compliance with laws, rules, regulations and contracts.

The minimum internal control mechanisms for the performance of the Board’s and Managament’s oversight responsibility include review of conflict of interest situations.

The personal interest of directors, key officers and employees should never prevail over the interest of the Company. If an actual or potential conflict of interest should arise on the part of directors, it should be fully disclosed and the concerned director should not participate in the decision-making. If a director has an interest in a matter under consideration by the board, then the director should not participate in those discussions and the board should follow any further appropriate processes.  Individual directors should be conscious of shareholder and public perceptions and seek to avoid situations where there might be an appearance of conflict of interest.

 

Family, Commercial and Contractual Relations

 

Names  of Related

 Significant Shareholders

Type of Relationship Brief Description of the Relationship
Jose E.B.  Antonio

John Victor R. Antonio

Jose Marco R. Antonio

Jose Roberto R. Antonio

Jose Carlo R. Antonio

Family Jose E.B. Antonio is the father of siblings Messrs. John Victor R. Antonio, Jose Marco R. Antonio, Jose Carlo R. Antonio and Jose Roberto R. Antonio.  Through CPI, of which all are shareholders, they own the majority shares of CPGI.
Ricardo P. Cuerva Shareholder of Parent Company  of CPGI and direct beneficial owner of shares of CPGI.  Business partner of the subsidiaries for construction under Century Properties Management and Construction Corporation Mr. Cuerva is one of the business partners of the CPGI subsidiaries for construction under Century Properties Management and Construction Corporation

 

Alternative Dispute Resolution

It is the Board’s responsibility to foster the long-term success of the Company and secure its sustained competitiveness in a manner consistent with the Board’s fiduciary responsibility,  including the means to effectively Management’s performance, which the Board shall exercise in the best interest of the Company, its shareholders and other stakeholders.  The Board shall conduct itself with utmost honesty and integrity in the discharge of its duties, functions and responsibilities.

To ensure a high standard of best practice for the Company, its shareholders and stakeholders, the Board shall: (as amended on July 31, 2014)

  1. Install, through the Nomination and Remuneration Committee, a process of selection that will ensure a mix of competent directors and officers;
  2. Determine the Company’s purpose, its mission and vision, and strategies to carry out the Company’s objectives;
  3. Ensure that the Company complies with all relevant laws, rules and regulations, and codes of best business practices;
  4. Appoint a Compliance Officer who shall have the rank of at least vice president, In the absence of such appointment, the Corporate Secretary and/or the Assistant Corporate Secretary shall act as Compliance Officer.
  5. Identify the Company’s major and other stakeholders, and formulate a clear policy on communicating or relating with them through an effective investor relations program; (as amended on July 31, 2014)
  6. Establish and maintain an investor relations program that will keep the stockholders informed of important developments in the corporation. If feasible, the corporation’s CEO or Chief Financial Officer shall exercise oversight responsibility over this program
  7. Adopt a system of internal checks and balances;
  8. Formulate and implement policies and procedures that would ensure the integrity and transparency of related party transactions between and among the corporation and its parent company, joint venture, subsidiaries, associates, affiliates, major stockholders, officers and directors, including their spouses, children and dependent siblings and parents, and of interlocking director relationships by members of the Board.
  9. Identify key risk areas and key performance indicators, and monitor these factors with due diligence;
  10. Constitute an Audit Committee and such other committees it deems necessary to assist the Board in the performance of its duties and responsibilities.
  11. Proper discharge Board functions by meeting regularly. Independent views during the Board meetings shall be given due consideration and all such meetings shall be duly minuted; and
  12. Keep Board authority within its powers, as prescribed in the Articles of Incorporation and By-Laws of the Company and in relevant laws, rules and regulations.
  13. Establish and maintain an alternative dispute resolution system in the Company that can amicably settle conflicts or differences between the Company and its stockholders, and the Company and third parties, including the regulatory authorities.

The company has not had disputes in the last 3 years with the stockholders, regulatory authorities and third parties.