Corporate Governance Initiatives & Policies

As part of EDC continuing commitment to corporate governance, it instituted the following policies which help guide its workforce in practicing good governance.

Guidelines on Giving and Receiving of Corporate Gifts.

The Guidelines, which was issued in February 14, 2013, established the general principles on giving and receiving of gifts by all EDC officers and employees, probationary, regular, and contractual, and its subsidiaries, consistent with the company’s Code of Conduct and Discipline, Conflict of Interest Policy and other related Corporate Policies.

The purpose of the guidelines is to set clear and realistic guidelines on giving and receiving of gifts that incorporate examples of what types of gifts are and are not allowed. The guidelines also helps motivate employees to strive for transparent business practices and relationships by keeping gifts and favors to a minimum, if not prohibiting them entirely, and empower employees with freedom and trust to strike the correct balance in their relationships with outside firms, to include vendors, consultants, contractors, suppliers, customers, regulators, political leaders, host communities and other business partners, among others.

Anti-Sexual Harassment Policy.

This policy prescribes the rules and regulations of the Company towards the promotion of a work environment which values human dignity, and prescribes the administrative process and disciplinary action for sexual harassment cases. The policy was circulated, discussed and dissected in various labor-management council meetings, and finally signed and made effective on December 7, 2012.

Code of Conduct and Business Ethics.

EDC’s Code of Conduct and Business Ethics was launched on September 13, 2004 when EDC was still a government-owned and controlled corporation. Even then, EDC constantly kept itself agile and flexible, striving to be at par – or even better than – the world’s best, in the face of rapidly-changing rules of business engagement brought about by globalization, the impact of information technology, the increased demand for accountability and transparency by the company’s stakeholders and stockholders alike.

The Code provides the policy guidelines and key principles to help EDC’s directors, officers and employees align their personal values, actions and concepts of business behavior and governance based on enduring moral values. The Code likewise encourages the right actions through sometimes difficult choices and to act with unflinching integrity when faced with situations involving ethical issues.

The Code states the values that motivate the Company and its leadership and workforce to persevere and aim for excellence while maintaining favorable relations with internal and external stakeholders.

Likewise, the Code lays down the key principles which guide in dealing with investors, principal stakeholders and critical issues and concerns facing the Company, such as the Government, the Employees, EDC’s Business Partners, the Environment, the Communities around the Company, Company Books and Records, Confidential Information, a Healthy and Safe Workplace, and the Media, among others.

Code of Conduct and Discipline.

Complementary to the Code of Conduct and Business Ethics is EDC’s Code of Conduct and Discipline which became effective September 16, 2011. The Code of Conduct and Discipline prescribes the norms of conduct and standards of behavior to instill a strong sense of discipline among its directors, officers and employees. These standards of behavior serve as guideposts in ensuring that our leadership and employees embrace and live the Company’s core values.

Conflict of Interest Policy.

EDC’s Conflict of Interest Policy is generally covered under EDC’s Personnel Manual and as such serves as a guide to all EDC personnel in the conduct of their day-to-day transactions in EDC. Recently revised in order to address the ever-changing needs of a private corporation, the policy provides the guidelines and directives for all Directors, officers and all other employees, as well as their relatives within a certain degree of affinity or consanguinity, in order to avoid any conflict of interest between their personal interest and that of the Company in dealing with suppliers, customers, and all other organizations or individuals doing or seeking to do business with the Company.

Trading Rules and Restrictions.

Since EDC’s listing in the Philippine Stock Exchange (PSE) in December 13, 2006, the Company has continued to observe strict compliance with the Exchange’s Trading Rules and Restrictions, emphasizing the need for transparency and fairness in its transactions in order to fully apprise its investors of its current activities.

Some of the matters which are emphasized are: the principle of transparency and prompt disclosure, especially when officers and directors trade with company security. In such case, the company fully adheres to the requirement under Section 13 of the PSE Disclosures Rules which require the Company to “disclose to the Exchange the direct and indirect ownership of its directors and principal officers in its securities with two (2) trading days after any acquisition, disposal or change in the shareholdings of the Directors and Officers”, using SEC Forms 23-A and 23-B; and the manner by which the Company, its Directors and officers treat material information they may come by in the Company. Management has advised time and again that material information should be treated delicately so as to comply with the PSE and SEC Rules on Disclosure.

Fraud Policy.

The corporate fraud policy is established to facilitate the development of controls which will aid in the detection and prevention of fraud against the Company and promotion of consistent organizational behaviour by providing guidelines and assigning responsibility for the development of controls. The policy defines fraud and enumerates the instances wherein fraud is committed, and designates the office primarily responsible for investigating corporate fraud cases. It emphasizes that in the process of investigating corporate fraud cases, the Company shall, at all times, accord all individuals concerned with all the rights and privileges emanating from due process.

Whistleblower Policy (”Protected Disclosures Policy”).

EDC’s Whistleblower Policy provides that “No Director, officer, employee or anyone, who in good faith, reports a violation of the Code shall suffer harassment, retaliation or adverse employment consequence.”

The EDC Whistleblower Policy’s main thrust is to ensure protection for the Whistleblower, and prohibits any and all forms of retaliatory action against him. The Policy likewise defines who could be whistleblowers, laying down the matters which are reportable thereunder, the procedures for whistleblowing, as well as the whistleblower’s rights and responsibilities under the said policy.

In furtherance of EDC’s good governance initiatives and in consonance with its internal Fraud Policy and the Code of Conduct and Discipline, the Company’s Internal Audit Department (IAD) has assigned hotlines to enable any officer, employee, or any person to report serious concerns of irregularities and wrongdoings.

Complaints should be raised at hotline nos. +63 2 982-2202 or +63 917 5155896 .

All reports will be acted upon and treated with strict confidentiality in accordance with the provisions of EDC’s Protected Disclosure Policy.


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