Employee Welfare - All officers and employees are to be 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.  In this regard, company 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 learning and development opportunities for professional growth.

• Employee Wellness and Development Programs

Creditors’ Rights - The Company respect agreements with creditors, manage loans according to lending objectives, ensure timely repayment of loans and interests, thoroughly honor loan conditions as agreed, and competently operate the business to assure creditors about the Company’s healthy financial standing and loan repayment capabilities.

Supplier Selection - The Company adheres to the principles of healthy competition, equal opportunity and fair treatment of business partners.  As such, selection of suppliers follows an open, competitive and non-discriminatory process. SM Prime implements a vendor enrolment process that screens qualifications of vendors/suppliers the Company will deal with.  Such qualifications include legality of entity or business, adequacy of financial strength, compliance with SM Prime policies such as conflict of interest disclosure requirements and ethical standards, and support to SM Prime’s environmental missions, health and safety culture.

Conflict of Interest - All directors and employees are prohibited from engaging in transactions that result in conflicts of interest and are mandated to promptly disclose actual or perceived conflicts of interest, such as acceptance of gifts, interest in businesses of competitors, participation in other organization or activities and close personal relationships in the Company or its affiliates and subsidiaries. Conflicted directors are required to inhibit themselves from participating in board meetings and are specifically identified in the Company’s Definitive Information Statement submitted to the SEC.

Acceptance of Gifts and Travel Sponsored by Business Partners (Anti-Corruption Policy) - The Company prohibits the solicitation or acceptance of gifts in any form from a business partner, directly or indirectly, by any director, officer or employee of the Company. The policy is intended to ensure integrity in procurement practices and the selection of the most appropriate business partner in each instance.

Insider Trading - All directors, officers, employees and other covered persons as defined in the Insider Trading Policy are prohibited from engaging in transactions that result in conflicts of interest and are mandated to promptly disclose actual or perceived conflicts of interest, such as acceptance of gifts, interest in businesses of competitors, participation in other organization or activities and close personal relationships in the Company or its affiliates and subsidiaries. Conflicted directors are required to inhibit themselves from participating in board meetings and are specifically identified in the Company’s Definitive Information Statement submitted to the SEC.

Related Party Transactions - Full disclosure of the details, nature, extent and all other material information on transactions with related parties in the Company’s financial statements and quarterly and annual reports to the SEC and PSE shall be observed at all times. Details of transactions entered into by the Company with related parties are required to be reviewed by independent directors in accordance with the RPT Policy, to ensure these are conducted at arms’ length.

Policy on Accountability, Integrity and Vigilance (Whistleblowing Policy) – This was adopted to create an environment where concerns and issues, made in good faith, may be raised freely within the organization. Any director, officer, employee customers, shareholders, vendors, suppliers and other stakeholders may accomplish an incident report on suspected or actual violations of the Code of Ethics, the Company’s Code of Conduct or any other applicable policy, law or regulation.  The policy provides for a conduct of investigation of the incident report. The policy also includes provisions for non-retaliation against filer of the incident report. Upon receipt of the incident report, Management conducts an investigation on its merit, subject to due process, and impose applicable penalties and sanctions thereafter.