Corporate Governance

Manual on Corporate Governance

April 06,2022

November 13, 2020

January 30, 2019

Code of Business Conduct and Ethics

The Conflict of Interest Policy requires directors, officers, and employees to make a conscious effort to avoid conflict of interest situations; so that his judgment and discretion is not influenced by considerations of personal gain or benefit.

Related party transactions shall be conducted on an arm’s length basis, in such terms that are at least comparable to normal commercial practices to safeguard the best interest of the Corporation, its stockholders, creditors, policyholders and claimants.

Overlapping interests by directors, officers, or employees in the company and other parties shall be sufficiently disclosed to the Board of Directors and any material transaction involving such interests shall be similarly disclosed.

Any related party transactions that the Company will undertake shall be disclosed fully to the Board of Directors and the Related Party Transaction Committee for appropriate action.

Any member of the Board of Directors who has an interest in the transaction under discussion shall not participate in the deliberations and voting on the approval of the Related Party Transaction either at level of the Board of Directors or the Related Party Transaction Committee.

Officers and employees who recommend, endorse, or approve the procurement or sale of goods and services should make a conscious effort to avoid any conflict of interest situation in transactions that they are involved in.

In the event such officer or employee has a conflict of interest in a particular transaction, it must be sufficiently disclosed to the Board of Directors and the Related Party Transaction Committee for appropriate action.

The Company allows the acceptance of gifts only during the Christmas Season. There is no restriction in the value of the gift accepted. However, accepted gifts with estimated value of over Php2,000 must be disclosed to the Corporate Governance Committee.

Violation of any provision of the Code of Business Conduct may result to disciplinary action, including dismissal and reimbursement for any loss to the Company that results from the employee’s action. If appropriate, a violation may result in legal action against the employee or referral to the appropriate government authorities.

Officers and employees who have access to classified or confidential information including but not limited to corporate plans, objectives, personnel, resources, organizational structures, customer data, and other similar records and data, are restricted from sharing such information without prior approval of the President of the Company or his/her authorized representative.

Any public statements to be made on behalf of the Company also require prior approval of the President of the Company or his/her authorized representative. Furthermore, disclosures to the public can only be done after disclosure to the SEC and PSE by the Company’s authorized officers.

Any officer or employee who leaves the Company is prohibited
from procuring any form of classified or confidential data for personal or commercial gain.

Employees are required to safeguard Company resources and assets with honesty and integrity.

Officers and employees are responsible for the proper use of all Company property. These include, but are not limited to, information, facilities, equipment, software, vehicles and supplies owned or leased by the Company.

Plans, manuals, strategies, systems, developments, and other relevant documents prepared by officers and employees of the Company in the course of their work become the intellectual property of the Company.

The Company ensures compliance with employment and labor
laws and policies.

Any employee may discuss any concern on potential violation of the Code of Business Conduct with the Corporate Governance Committee.

The Company strictly prohibits insider trading and abusive dealing in securities of the Company.

Reports related to any change in personal shareholdings in the Company of its Directors and key officers resulting from open market transactions or from shares acquired from incentive-based schemes implemented by the Company are sent in a timely manner to the SEC, PSE and PDEx.

Compliance to the policy on insider trading is strictly enforced and monitored by the Company. This includes buying and selling of Company securities during prescribed periods by covered persons who are identified as members of the Board of Directors, all officers and employees, consultants, and advisers who have been made aware of undisclosed material information with respect to the Company and its operations.

Pursuant to the PSE Black-out rule, the Company shall also strictly adhere to a Trading Black-out Policy which covers trading before the date of disclosure of any material and non-public information and two (2) trading days thereafter.

All employee benefits as required by law are provided to all employees.

The company’s policy for its employee’s safety, health and welfare are made known to all employees by clearly outlining it in their employment contracts.

New employees are given orientation on the Corporation’s policies and procedures and officers and employees are sent to specialized training course as may be necessary.

Annual Corporate Governance Report (ACGR)

December 31, 2020

Board of Committees

Specific responsibilities of the Board are delegated to its sub-committees: the Audit Committee, the Corporate Governance Committee, and the Related Party Transaction Committee. A brief description of the functions and responsibilities of the key committees are set out below:

Audit Committee

The Committee assists and advises the Board of Directors of the Company in fulfilling its oversight responsibilities to ensure the quality and integrity of the Company’s accounting, financial reporting, auditing practices, risk management and internal control systems and adherence to over-all corporate governance best practice. The Committee also oversees the Company’s process for monitoring compliance with laws, regulations, the code of ethics, and performs other duties as the Board may require.

The Audit Committee monitors and evaluates the adequacy and effectiveness of the Company’s internal control system. It provides oversight for the overall management of operating risks, financial reporting and control, the quality of compliance with the CG Manual, service performance of the internal audit and the external auditors, reviews conducted by BSP and other regulatory auditors, and the audit committees of the Company’s subsidiaries. The committee shall consist of at least three (3) members of the Board, majority of whom should be independent directors. The committee shall be chaired by an independent director. The committee is chaired by Restituto T. Lopez and its other members are Mark Anthony C. Migallos and Ignacio Salvador Gimenez, III.

Corporate Governance Committee

The Corporate Governance Committee is tasked to ensure the Board’s effectiveness and due observance of sound corporate governance principles and policies. Prudent and effective corporate governance practices constitute the foundation of the Company’s strength and long-term existence to enhance and maximize long-term shareholder’s value.

The Corporate Governance Committee assists the Board of Directors in fulfilling the Company’s corporate governance responsibilities and helps ensure that the Company observes sound corporate governance principles and guidelines. The Committee shall consist of at least three (3) members of the Board, two (2) of whom should be independent directors. The committee shall be chaired by an independent director. The committee is chaired by Mark Anthony C. Migallos and its other members are Restituto T. Lopez and Robert Ivan F. Olanday.

Related Party Transaction Committee

The Related Party Transaction Committee is tasked with reviewing all material related party transactions of the Company. The Related Party Transaction Committee is charged with ensuring that the Company’s dealings with the public and various stakeholders are imbued with the highest standards of integrity. It independently reviews, vets, and endorses significant and material related party transactions above the transactions qualifying under directors, officers, shareholders, and related interest restrictions in order to ensure that these transactions are dealt on terms no less favorable to the Company than those generally available to an unaffiliated third party under the same or similar circumstances. The Committee shall consist of at least three (3) non-executive members of the Board, two (2) of whom should be independent directors. The Committee shall be chaired by an independent director. The Chairman and members of the Committee shall be appointed by the Board. The committee is chaired by Mark Anthony C. Migallos and its other members are Restituto T. Lopez and John F. Catindig.

Audit Committee Charter

January 30, 2019

Related Party Transaction Committee Charter

January 30, 2019

Corporate Governance Committee Charter

January 30, 2019

Corporate Social Responsibility

Kepwealth Property Phils. Inc. puts great importance in its corporate social responsibility, as such the Company donates to and participates in activities for the benefit of academic institutions and culture and arts causes.

Enterprise Risk Management

KPPI Risk Management

March 18, 2019

Company Policies

Conflict of Interest Policy

March 18, 2019

Insider Trading Policy

March 18, 2019

Whistle Blowing Policy

March 18, 2019

Related Party Transaction Policy

March 18, 2019

Policy on Health Safety and Welfare of Employees

March 18, 2019

Registered Address:

Unit 23IJ1 23rd Floor Burgundy Corporate Tower Makati, Sen. Gil Puyat Avenue, Makati City

Contact Information:

+63 917 888 2789 | +63 (2) 7978 5080

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