CONFLICT OF INTEREST POLICY

I. BACKGROUND

It is the policy of ASIA AMALGAMATED HOLDINGS CORPORATION (the "Company") to exercise fairness, impartiality and transparency in all its transactions for the benefit of the Company and all its stakeholders. In this regards, the Company emphasizes the need to avoid any conflicts of interest by identifying and resolving any possible conflict of interest between the Company and its directors, officers, employees and consultants.

II. SCOPE

The policy applies to the Company's current and potential members of the Board of Directors, Employees (collectively, "Covered Person(s)").

III. GENERAL POLICY

When the personal business interest of a Covered Person are or may potentially conflict with the best interest of the Company, the same must be properly disclosed by the affected Covered Person and reviewed and resolved as provided in this policy.

IV. CONFLICT OF INTEREST

Conflict of interest basically arises from situations when an individual's objectivity is compromised or decisions are unduly influenced because of a desire to gain from a particular transactions or relationship. It may also stern when personal interest interfere with one's responsibility to act in the best interest of the Company.

Conflict of interest may also occur in activities where not only an employee of the Company is involved but may also involve another person, such as the employee's immediate family, relatives or affiliates, where the employees stands to benefit from such activity. In this case, proper disclosure should be exercised.

Situations were conflict of interest may arise includes, but are not limited to the following:

  1. When the Covered Person is in an official capacity to negotiate, procure, endorse, approve, decide or intervene on a transaction for and in behalf of the Company and they or their Relatives or Affiliates has any, or will have, financial or business interest in the business of any supplier, competitor or organization and may benefit from a decision, management, regards or disregards of the Covered Person;

  2. When the Covered Person or their Relatives or Affiliates will benefit from their knowledge of the Company's confidential information, including its past, present and future endeavors;

  3. When a Covered Person has a Relative who is in the employ of competitors or business partners;

  4. When a Covered Person engages in outside employment and/or has a personally held directorship outside of the Company of the Covered Person;

  5. When involvement in another organization by Covered Person takes a significant amount of their time or attention that it adversely affects the performance of their duties and obligations to the Company;

  6. When Covered Persons receive Gifts (including non-monetary benefits) from third parties, other than Relatives, which may in turn influence their behavior and the performance of their duties and obligations to the Company;

  7. When Covered Persons use the Company's property and facilities to establish, develop and promote their own business or business of their Relatives, Affiliates or third parties, and;

  8. Other related situations.

For the purpose of this policy, the following will defined as:

  • "Relatives" shall include a Covered Person's relative(s) up to the 3rd degree, by consanguinity, affinity or legal adoption, spouse, parents, children (and their spouses), siblings (and their spouses), nieces and nephews (limited to children of brothers and sisters) [and their spouses], grandparents, and aunts and uncles (limited to brothers or sister of parents); and a domestic partner and his relatives of the 3rd degree, by consanguinity, affinity or legal adoption;

  • "Affiliates" shall include persons with past or current close personal business relationship with a Covered Person in view of which Covered Person's decisions or actions may be affected or compromised, and;

  • "Gifts" shall include items that exceeds the amount of ONE-HUNDRED PESOS (P100.00). In all cases, Gifts or non-monetary benefits should not be extravagant, expensive or costly or too frequent considering the customs of the industry or the business situation.

V. PROCEDURES AND DOCUMENTATIONS

A. Disclosure

It shall be the duty of each Director, Employee or Consultant to disclose any occurrence of a conflict of interest, whether it is real, apparent or potential, to the immediate superiors as follows:

  • For DIRECTORS, conflict of interest shall be disclosed to the Board of Directors through the Chairman;

  • For SENIOR OFFICERS, conflict of interest shall be disclosed to the Vice Chairman or President;

  • For JUNIOR OFFICERS and STAFF, conflict of interest shall be disclosed to the Group or Department Head.

The disclosure for the said conflict of interest should be made in writing; copy furnished the Compliance Panel and Human Resources.

B. Report of Violations

Everyone is expected to report promptly any concerns about unethical behavior (Code of Business and Ethics) or conflict of interest or any other violation, to a superior or the Compliance Panel, Accounting or Human Resources Department.

C. Investigation

Reports made regarding violations of this policy shall follow the Compliance policy of the Code of Business Conduct and Ethics.

D. Disciplinary Action

Depending on the nature and gravity of the violation committed and with the decision of the Compliance Panel and Human Resources, it may range from written warning, suspension to termination for cause.

In the case of Suppliers/Vendors who may found violating this policy, sanctions may include but not limited to termination of business relationship and blacklisting.

VI. DISTRIBUTION

All new Directors, Consultants and Employees shall receive a copy of this policy upon the start of the performance of their duties. They shall also signify, that they have receive, read and understood the said document.

Any amendments or modifications on this policy, all Directors, Consultants and Employees will be informed of the amended or modified policy.