In order to sustain the longevity and sustainability of the company, ones must protect its assets. Thus, whistle blowing is created to report any anomalies, correct SOPs and to prevent any bigger problems. The Corporate Internal Auditors are the assigned group to do such audit and send the final reports to the designated body. Whenever needed, the Company provides a confidential “whistle blower” hotline or mailbox that employees may use to report any violation of the Company’s policies.
(b) Conflict of Interest
Directors / Senior Management
Provides that having interests opposed to those of the Company constitutes grounds for incompatibility for appointment as director and, if applicable, triggers the director’s duty to resign from office. Such articles also provide that competence to hold office as director is a requirement for appointment as director of the Company, and expressly lay down the duty of directors to resign when their continuance in office on the Board of Directors may, for any reason, jeopardize directly, indirectly or through their related persons, the faithful and diligent performance of their duties in furtherance of the corporate interest.
For such purposes, it shall be deemed that a director lacks or, if applicable, has ceased to possess, competence where the conflict of interest situation is, or may reasonably be expected to be, of a nature that constitutes a structural and permanent conflict between the director and the Company or the companies forming part of the Group.
Conflicts of interest shall be governed by the rules set:
a)
Communication: the director must give notice to the Board of Directors, in the person of the Chairman or the Secretary of the Board of Directors, of any conflict of interest in which the director is involved.
b)
Abstention: the director shall leave the meeting during the deliberation and voting on those matters in which the director is affected by a conflict of interest, and shall not be counted in the number of members attending for purposes of the calculation of a quorum and majorities.
c)
Transparency: in the Annual Corporate Governance Report, the Company shall report any cases of conflict of interest in which the directors have been involved during the financial year in question and of which the Company is aware by reason of notice given thereto by the director affected by such conflict or by any other means.
In addition, “in the case of customary and recurring transactions in the ordinary course of business, it shall be sufficient for the Board of Directors to give prior generic approval of the kind of transaction and of the conditions for performance thereof”.
Employees
As regards the other officers and employees, the Code of Ethics applies to all professionals within the Group, regardless of rank, and dedicates a specific section to conflicts of interest.
Authority
The authority to sign purchases, contracts, sales, discounts, and the like given to some staff, is subject to the limitations specified and determine by the management. No purchases or contracts shall be signed by a single person. It is to be countersigned by another authorized person. No member or staff shall conclude or induce such purchase, contracts, discounts, or similar transactions with himself, with members of his immediate family or with companies of which he or his family has interests.
Borrowings
You and the members of your immediate family in behalf of the hotel are prohibited from borrowing or receiving credit, advances, or loans from third parties on an abnormally favored arrangement unless approved by the Hotel general Manager.
In dealing with this issue, the Code provides that “professional decisions must be based on the best defense of the interests of the Group and must not be influenced by personal or family relationships or other personal interests of Group professionals”.
The Code of Ethics provides that written notice must be given to an immediate superior of the existence or possible existence of a conflict of interest. The superior shall notify the Human Resources Division, which shall have and maintain a register covering this type of situation and may, if it deems it appropriate, forward the notice or refer the inquiry in question to the Compliance Unit.
Personal And Outside Business
As provided in employment contract, the employee is prohibited from holding directorship or assuming advisory or executive roles in other companies or establishments in your personal capacity without the written approval of the company. Where approval is obtained, such personal and outside business should not be allowed to interface or interfere with your duties, responsibilities, and obligations as an employee of the company.
You are not allowed to use the company’s time and facilities for your personal and outside business. Where business begins to encroach on your work, you should discuss the matter with the Management.
(c) Insider Trading Policy
The Shareholders shall be provided, upon request, with periodic reports which disclose relevant personal and professional information about the directors and officers and certain other matters such as their holdings of the Company’s shares dealings with the Company, relationships among the directors and key officers, and the aggregate compensation of directors and officers as required under the pertinent rules of the PSE and the Commission.
If the company intentionally discloses material non-public information to one person, it must simultaneously disclose that information to the public at large. In the case of an unintentional disclosure of material non-public information to one person, the company makes a public disclosure “promptly.”
(d) Related Party Transactions
(a) Policies and Procedures
The Board of Directors of Waterfront Philippines Inc., (the “Company”), acting upon the recommendation of its Corporate Governance and Nominating Committee (the “Committee”), has adopted the following policy with regard to Related Party Transactions, as defined below.
Policy
Related Party Transactions, which are limited to those described in this policy, shall be subject to the approval or ratification by the Committee in accordance with this Policy.
Background
Our Code of Ethics, which applies to all employees and directors, provides that all conflicts of interest should be avoided. Pursuant certain regulations of Securities and Exchange Commission (“SEC”), certain transactions between the issuer and certain related persons need to be disclosed in our filings with the SEC. In addition, certain transactions between the Company and our directors and officers may need to be approved by our Board of Directors or a duly authorized committee of the Board. Finally, SEC rules and standards require our Board to assess whether relationships or transactions exist that may impair the independence of our outside directors.
This Policy is intended to provide guidance and direction on Related Party Transactions.
“Related Party” means any of the following:
* a director (which term when used herein includes any director nominee),
* an executive officer,
* a person known by the Company to be the beneficial owner of more than 5% of the Company’s common stock (a “5% stockholder”),
* or a person known by the Company to be an immediate family member of any of the foregoing.
“Immediate family member” means a child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such director, executive officer, nominee for director or beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee for director or beneficial owner.
Review and Approval of Related Party Transactions
Related Party Relationship
A related party relationship exists when one party has the ability to control, directly or indirectly, through one or more intermediaries, the other party or exercise significant influence over the other party in making financial and operating decisions. Such relationships also exist between and/or among entities which are under common control with the reporting enterprise, or between, and/or among the reporting enterprise and its key management personnel, directors, or its stockholders. In considering each possible related party relationship, attention is directed to the substance of the relationship, and not merely the legal form.
At each of its meetings, the Committee will be provided with the details of each new, existing or proposed Related Party Transaction, including the terms of the transaction, the business purpose of the transaction, and the benefits to the Company and to the relevant Related Party.
In determining whether to approve a Related Party Transaction, the Committee will consider, among other factors, the following factors to the extent relevant to the Related Party Transaction:
whether the terms of the Related Party Transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a Related Party;
whether there are business reasons for the Company to enter into the Related Party Transaction;
whether the Related Party Transaction would impair the independence of an outside director; and
whether the Related Party Transaction would present an improper conflict of interests for any director or executive officer of the Company, taking into account the size of the transaction, the overall financial position of the director, executive officer or Related Party, the direct or indirect nature of the director’s, executive officer’s or Related Party’s interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the Committee deems relevant.
Any member of the Committee who has an interest in the transaction under discussion will abstain from voting on the approval of the Related Party Transaction, but may, if so requested by the Chairperson of the Committee, participate in some or all of the Committee’s discussions of the Related Party Transaction. Upon completion of its review of the transaction, the Committee may determine to permit or to prohibit the Related Party Transaction.
A Related Party Transaction entered into without pre-approval of the Committee shall not be deemed to violate this Policy, or be invalid or unenforceable, so long as the transaction is brought to the Committee as promptly as reasonably practical after it is entered into or after it becomes reasonably apparent that the transaction is covered by this policy.
Accounting for Inter-company Loans
This provides guidance on how should an interest free or below market rate loan between group companies be accounted for in the separate/ stand-alone financial statements of the lender and the borrower (i) on the initial recognition of the loan; and (ii) during the periods to repayment.
For due from related parties, the Group uses judgment based on the available facts and circumstances, including but not limited to, assessment of the related parties, operating activities, business viability and overall capacity to pay in providing reserve allowance against recorded receivable amounts.
(e) Policy and Data Relating to Safety, Health and Welfare
To further ensure everybody’s safety, a Committee has been organized to establish safety procedures and regulations for everyone’s protection. The success of the safety program developed is dependent upon your total cooperation and participation. Everybody must report any unsafe act or condition to the department head for immediate action. Thus, the company also is providing some safety rules to be observed strictly.
