Code of Business Conduct and Ethics


    Rev. May 2018


    APC Group Inc. is fully committed to doing business in accordance with the long-held values and ethical standards that have been the foundation for the growth and success of the APC Group.

     I.   Coverage of the Code of Ethics

    This Code of Ethics states the principles that guide the Company’s directors, officers, and employees in the performance of their duties and responsibilities, and in their relationships with themselves and with investors, creditors, customers, contractors, suppliers, competitors, regulators, other stakeholders and the general public.

    Vendors, suppliers, contractors, business partners, customers, stakeholders and shareholders should align their dealings with the Company’s Code of Ethics.


     II.   Compliance with Laws

            A.   Business Dealings

    APC business dealings shall be compliant with all applicable laws in the countries, districts, and communities in which its companies operate. This includes legislation and regulation pertaining to financial reporting, upholding fair trade and competition, pricing, employment, and other regulations.

           B.   Insider Trading

    All directors, officers, and employees are prohibited from trading shares of stock of APC shares using material information that has not been disclosed to the public and obtained by reason of position, contact within or other relationship with the Company. They are also prohibited from passing on such information to someone else who then buys or sells the Company’s stock.

    Material information is any information that is significant enough to affect the value of the Company’s stock, or to influence someone to buy or sell stock. Public information is that which is available in a Securities and Exchange Commission (SEC) filing or press release in major media communications channels.

          C.   Public Disclosures

    APC respects and protects the rights of its shareholders. The Company adopts strategies and plans with the end view of increasing shareholder value.

    APC maintains accurate and complete records of all financial and business transactions in accordance with laws and regulations governing financial reporting and generally accepted accounting principles. These provide the basis for the report it discloses to the public and its shareholders regarding the Company’s results of operations and financial position.

    The Company also ensures that an independent audit of its financial statements is conducted by external auditors. It shall maintain a system of internal controls to ensure that the financial reports present fairly the financial position and operating results of the Company.

           D.   Related Party Transactions

    Full disclosure of the details, nature, extent, and all other material information on transactions with related parties shall be observed in the Company’s financial statements, and in its quarterly and annual reports to the SEC and the Philippine Stock Exchange (PSE).

    APC management shall present the details of transactions entered into by the Company with related parties to the Related Party Transactions Committee for review. This is to ensure that the Company conducts all related-party transactions at arm’s length.


    III.   Ethical Practices

    To illustrate APC’s commitment to uphold the principles of fairness, integrity and accountability in the way it conducts business, it supports the following ethical practices:

          A.   Support for Diversity and Non-Discrimination

    Whether in selection of the countries and markets where the Company operates, hiring and promotion of employees, selection of suppliers and contractors – the Company decides on the basis of merit and value to shareholders and does not discriminate on the basis of race, ethnicity, religion, or gender.

    All board members, officers, and employees are prohibited from practicing any form of discrimination or harassment in the workplace. This obligation to refrain from such behavior extends to contractors, vendors, suppliers, or visitors, to the extent that their conduct affects the work environment.

          B.   Respect for Confidentiality and Privacy of Information

    Directors, employees and officers are expected to safeguard Company information relating to APC. Vital information such as financial reports, strategies, and plans shall not be disclosed unless authorized by the Company or required by law. Everyone shall ensure the accuracy of business information and protect the integrity of corporate records and other documents related to the operation of the Company.

    Information regarding individuals working for the Company shall also be treated as private information and shall not be divulged to other parties except when required by legal processes or with the consent of the employee.

          C.   Customer Welfare

    APC recognizes that the core of its business is its customers, and values customer satisfaction and loyalty. Thus, all directors, officers and employees shall be guided by fairness, professionalism, courtesy and respect when dealing with customers, and shall endeavor to provide excellent and diligent service at all times. No false or misleading information shall be provided to customers.

    Likewise, APC is committed to protect the safety and security of its customers. Accordingly, the Company shall undertake to keep its premises well-secured, and continuously implement ways to eliminate hazards that would pose threats to the safety of its customers.

         D.   Employee Welfare

    All officers and employees are selected, engaged, and compensated based on qualification and performance. They shall be treated fairly and accorded respect and dignity. Their individual and collective rights shall not be violated.


    The Company shall maintain a safe, productive and conducive workplace and comply with all applicable health, safety and environmental laws. It shall foster harmonious relations among its officers and employees and establish free and honest communication with them. Employees are covered by rules against the use of prohibited drugs and working under the influence of liquor.

    Opportunities for career advancement shall be provided based on clear performance and qualifications criteria. The Company shall also provide continuous learning and development opportunities to improve and increase their level of competency, efficiency and general well-being leading to professional growth.

         E.   Corporate Social Responsibility

    The Company shall initiate and participate in charitable causes and community organizations to improve the quality of life of the communities where it operates through education, health care and livelihood programs. The Company is committed to the protection of the environment and shall comply with all applicable environmental laws and regulations.

          F.   Environmental Sustainability

    APC shall endeavor to adhere to sustainable practices that ensure the protection of the environment and shall seek to deliver maximum growth with minimal and responsible consumption of natural resources.

         G.   Avoiding Conflicts of Interest

    All business decisions and actions must be based on the best interests of the Company and the value to shareholders and should not be motivated by personal considerations or relationships which may interfere with the exercise of independent judgment.

    All directors, officers and employees shall act with utmost integrity and shall not engage in unfair dealing practices. As such, they are required to disclose any financial or personal interest or benefit in any transaction involving APC to ensure that potential conflicts of interest are immediately brought to the attention of Management. Even the appearance of impropriety and the potential for conflict should be disclosed and avoided. Such may include but need not be limited to the following:

              1.   Interest in businesses of suppliers, competitors, or customers.

    This refers to any financial interest in the business of a supplier, competitor, or customer, whether publicly listed or privately held. Financial interest or management participation by an immediate family member needs to be disclosed as well.

              2.   Employment or analogous service in the business of a supplier, contractor, or customer

    Engagement by such entities as a director, adviser, officer, employee, or consultant needs to be disclosed and requires approval by the Company. Engagement in such capacity of an immediate member of the family (parent, brother, sister, spouse, child) needs to be disclosed as well.

              3.   Engagement by other commercial enterprises or in a political office

    Engagement in another occupation or provision of service to any other commercial enterprise, as well as holding of a concurrent position in government in addition to one’s position in APC needs to be disclosed and requires approval by the Company.


              4.   Acceptance of gifts and entertainment

    Gifts, entertainment, meals and travel of significant value may not be accepted from any supplier or customer of the company. Neither can an immediate family member or representative be designated to accept such on behalf of the employee.

              5.   Political activities

    Active involvement in any political party or political campaign should be disclosed and requires permission from the Company.

              6.   Relatives in the same company

    Disclosure should be made when an employee has a relative that is employed by the same company. Management may exercise its discretion on such disclosure but should avoid as much as possible situations where there will be relatives with a superior-subordinate relationship or in a control function exercised over the department of a relative.

    In addition to the presence of relatives in such situations, employees should disclose any personal relationship when such begins to exist with another employee where one exercises a superior-subordinate relationship or control relationship with the employee.

              7.   Supervisor and Subordinate relationship

    Personal borrowings where the co-maker is the subordinate’s direct or indirect report or supervisor is prohibited. The same holds true where a direct or indirect report or supervisor stands as the subordinate’s wedding sponsor and/or godparents of subordinate’s family members. This prohibition is in the interest of promoting fair dealings among employees themselves, officers and Directors as all decisions shall be based on the best interest of the Company.

              8.   Abuse of authority for personal advantage

    Authority shall be exercised with regard to truth, justice, prudence even charity. It has to respect and protect a person’s rights, and especially if it does not serve the common good.


    IV.  Reporting Ethics Violations

    Directors, officers, and employees may report verbally or in writing any violations of this Code to any of the following members of the Ethics Committee:

    1. Admin Officer
    2. Chief Audit Executive
    3. Compliance Officer
    4. President

    Management has a commitment to handle such reports with strict confidentiality and discretion and protect the identity of the person making such a report. Such persons shall be granted protection from any retaliation that may come from the parties being reported.


    V.  Accountability for Ethics Code Implementation

    The Ethics Committee shall be accountable for the publication of this code and shall ensure that all directors, officers, and employees receive a copy.

    For reports on violations, the Ethics Committee shall ensure a confidential investigation is immediately undertaken to determine the veracity of the report, gather pertinent data, and recommend appropriate sanctions which may lead to separation from the service of the Company and/or may result to the filing of appropriate civil actions.

    All Managers are responsible for the proper dissemination and implementation of the provisions of this Code in their respective work units and shall strive to be role models of the Code’s provisions.

     This Code shall take effect immediately upon the approval of the Board of Directors and shall be reviewed annually or such other frequency as mandated by the Board and or the office of the Ethics Committee.

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