ROYALE COLD STORAGE (RCS) GROUP
Code of Conduct (COC)
Applies to: Camp Resources Property Holdings Inc. and its subsidiaries
1. INTRODUCTION
CAMP Resources Property Holdings Inc. with its subsidiaries (together referred to as “The Company” or “RCS”) is a leading provider of temperature-controlled warehousing and logistics solutions in the Philippines. Established with a mission to protect and preserve the country’s food resources, RCS partners with industries such as:
i. Quick-service restaurants (QSR)
ii. Food manufacturing
iii. Meat and marine product trading
iv. Agriculture
v. RCS also provides value-added services that are integral to its customer requirements.
The Company have a zero-tolerance approach towards bribery, corruption, misconduct, and noncompliance to laws and regulations and aims to provide a transparent and conducive work environment. Our values are the principles that form the backbone of the Company and are used to run the organization daily.
2. PURPOSE OF THIS POLICY
The purpose of this Code is to provide guidance to the Directors and Employees on the standards of behavior expected from them in performing their duties and undertaking business on behalf of the Company to help and guide each one of our company personnel in achieving and maintaining high standards of ethics and professional conduct in our day-to-day dealings.
The Code defines the expectations of the company from its people and all those whom they deal with in the workplace. This Code sets out fundamental business conduct standards and brings together a number of principles to be adopted and upheld by the Employees at all times in order to promote a culture wherein Employees maintain high integrity, ethical standards, and abstain from wrongdoing.
The Code acts as a guiding principle but cannot envisage every situation or action; neither can it cover every regulation and law that is applicable at a given time. Moreover, in the modern connected and digital world, new issues emerge and it is up to every individual to exercise their judgment before acting on a matter. When in doubt, please seek from Compliance Officer, Manager or Supervisor advice to protect your individual reputation and integrity and that of the company.
3. SCOPE AND APPLICABILITY
This Code of Conduct applies to all the Directors and Employees of RCS, its each and every division, subsidiary, joint business venture or any other business association. Wherever applicable, this Code of Conduct needs to be read and interpreted with the following interrelated policies applicable to the Company including its affiliates and subsidiaries (both global and domestic):
• Anti-Bribery Anti-Corruption (ABAC) Policy
• Whistleblower Policy
• Any other relevant policies and memorandum as may be implemented in the Company from time to time
4. RESPONSIBILITY OF THE EMPLOYEES
A copy of this Code will be shared with every Director and Employee of the Company at the time of their joining and they will be required to confirm their acceptance to adhere to the principles enumerated in this Code.
Every Director and Employee of the Company shall be responsible for:
i. Completing all training(s) related to the Code and other Company policies and procedures in a timely manner;
ii. Ensuring compliance with all applicable laws, regulations, and Company policies and procedures;
iii. Act with integrity and responsibility and in a manner that protects Company’s reputation and interest, even where no specific law or policy is violated;
iv. Seeking advice or clarification whenever unsure of the right thing to do;
v. Reporting known or suspected misconduct to appropriate channels as soon as we become aware of it;
vi. Cooperating fully and transparently with all investigations conducted by the Company; and
vii. Properly maintaining all business records, including all business communications conducted on Company-issued and personal devices and through messaging applications. These business records are the property of the Company and must be produced upon request.
5. RESPONSIBILITY OF THE MANAGEMENT
The Management Group of the Company refers to the Directors and Employees responsible to lead and manage others.
The Management Group should:
• Create an environment of openness and trust where the team members feel secure and comfortable in asking questions and raising concerns; and
• Respond swiftly and effectively to all issues of non-compliance, including escalating issues to higher authorities in the Company and consulting with appropriate departments such as, Corporate Legal Department (CLD) or Human Capital Department (HCD).
6. BEST PRACTICES FOR DOING BUSINESS
a.) Compliance with laws and regulations
Employees must be aware of the legal requirements relating to their duties, work and business, sufficient to enable them to recognize potential non- compliances and dangers, and to know when to seek advice from their Compliance Officer.
Violations or non-compliance of applicable laws and regulations may subject an Employee and the Company to criminal or civil liability. Such violations may also subject the Company to loss of reputation and/or business loss.
b.) Competition and Fair Dealing
All Directors and Employees of the Company are required to act with professional integrity while dealing with fellow employees, customers, suppliers, competitors and other Third Parties. They should not take unfair advantage of anyone through manipulation, concealment, or abuse of privileged information/position or misrepresentation.
This implies that all business decisions made by the Directors and Employees should ensure that the free-market system works properly and that competition among companies is fair.
The Directors and Employees must not:
• Directly deal with, contact or engage with competitors that may create a potential conflict with the provisions of competition law;
• Share or part with Company specific information in an industry forum or enter into agreements with competitors without consultation with the CLD;
• Enter into agreements that may be constructed as abuse of dominance or restrictive trade practices such as price fixation, exclusive tie in arrangements, limiting the supply of goods or services, collusive bid rigging or predatory pricing.
c.) Avoiding Gifts and Entertainment
The Company recognizes that building relationships with Third Parties is an integral part of doing business. It is important to consider the intent with which a gift is being given/ received.
The Company expects its Directors and Employees to accept only token gifts and entertainment, provided they are appropriate and are consistent with the Anti-Bribery and Anti- Corruption Policy.
No Employee shall accept any hospitality from anyone having direct or indirect interest with the business of the Company beyond the limit as prescribed in the Anti- Bribery and Anti-Corruption Policy and/ or without prior approval of the Compliance Officer.
Directors and Employees may approach their Head of Department (HOD) or the Compliance Officer for any doubts in relation to acceptability and/ or compliance with the gifts received/ provided, hospitality and/ or other activities regulated by the Code of Conduct (CoC).
d.) Prevention of Sexual Harassment
The Company respects and promotes the dignity, privacy, and rights of every individual. We believe that diversity enriches our workplace. We work together without regard to ethnic origin, culture, religion, age, disability, skin color, gender, sexual identity or orientation, trade union membership, or worldview.
We do not tolerate discrimination, sexual or any other form of harassment, or inappropriate behavior toward individuals or groups.
We apply these principles of respect to each other and the third parties with whom we interact, including our suppliers, customers, and business partners.
e.) Confidential information
i. All Employees and Directors are expected to ensure confidentiality of all business-related information.
ii. To maintain the secrecy of the data, it is mandatory that the confidential data should not be accessible to unauthorized/third party.
iii. Any instance displaying non-adherence to this policy is to be reported to the Reporting Manager of the employee. If the issue is not resolved to the satisfaction of the employee, it may be reported to the HCD immediately.
f.) Representation to News & Media
i. No employee or director shall formally or informally release any verbal or written interview, statement, strategy, announcement, or photo session with regards to the Company’s products, business, structure, plans or any other information that, however, remotely may concern the affairs of the Company directly or indirectly without the approval of the management.
ii. All media interactions shall be routed through the HR Department for an approval process.
g.) Equal Employment Opportunity
i. All employees and directors shall ensure that the concepts of equal employment opportunity and non-discrimination are well understood, abided by, and carried out by everyone.
ii. The company shall provide equal opportunities to all its employees and all qualified applicants for employment without regard to their race, caste, religion, color, ancestry, marital status, gender, sexual orientation, age, nationality, ethnic origin, or disability.
iii. It shall be the responsibility of the Managers to ensure that the workplace climate is conducive for all persons irrespective of sex, race, religion or other characteristics and employees have the opportunity to grow in the organization.
7. CONFLICT OF INTEREST
i. A “conflict of interest” arises when a personal interest or activity conflicts, or appears to conflict, with the interests of the Company. For example, a conflict of interest could potentially arise if an Employee and/or an Employee’s immediate family member (such as a spouse or equivalent, parents, siblings, or children who live with the Employee):
a. Has a direct or indirect ownership interest in a supplier, competitor, service provider or other third party or holds a position as director, officer, legal representative of, or Consultant to, a supplier, competitor, service provider or other third party; or
b. Has a direct or indirect financial interest in a supplier, competitor, service provider, or other third party including as a lender, guarantor, and borrower or otherwise.
ii. To avoid conflicts of interest (or the appearance of conflicts), no Employee, or the Company representatives may have any business, financial, civic or professional interests outside of the Company that in any way conflicts with, or appears to conflict with, the Employee’s ability to perform his or her duties at the Company with undivided loyalty and to make objective decisions on the Company’s behalf.
iii. When such a situation cannot be avoided:
a. Employees and/or Company representatives must make full disclosure and receive prior approval from Compliance Officer or the Human Capital Department head before engaging with, any outside organization in which they have a personal interest to undertake any work for the Company.
b. If an Employee believes he or she might have a conflict, the Employee is required to report it to the Compliance Officer or Human Capital Department head. If the conflict is determined to exist, the Compliance Officer and the Human Capital Department head will work with the Employee to determine what, if anything, needs to be done to manage the conflict.
8. SUPPORTING PEOPLE AND WORKPLACE WELLNESS
i. Professionalism and abstinence from inappropriate behavior or harassment
The Company is committed to provide a work environment that is open, supportive and free of inappropriate behavior and harassment on account of age, physical disability, marital status, race, religion, caste, sex, sexual orientation or gender identity. The Company shall take appropriate disciplinary actions for the complaints received against the employees demonstrating inappropriate behavior or harassment.
ii. Health and Safety in the workplace
The Company promotes well-being of all its Directors and Employees and is committed to provide good and safe physical working conditions. All Employees should exercise high standards of safety, hygiene and housekeeping. Health and safety are of paramount importance.
It is mandatory on the part of an Employee to abstain from unsafe and dangerous practices or measures even if these are considered appropriate for business interest reasons. Employees should attend safety training sessions (as and when organized by the Company) for increasing safety awareness and adoption of safe working methods.
iii. Substance abuse
The Company expects its Directors and Employees to act professionally and maintain the decorum of the workplace. The Company strictly prohibits use, sale, possession, or being under the influence, of illegal drugs or alcohol or controlled substances while at work, whether or not consumed during working hours or in the Company premises. Only designated areas shall be used for smoking.
9. SERVING COMMUNITIES AND SOCIETY
i. External Communication and Media
The Company shall carefully review the Company’s public disclosures, such as press release(s), financial statements, annual reports, and external website content, before they are released to the public to ensure they are truthful, accurate, appropriate, and compliant with applicable laws and regulations.
The Company does not prohibit Employees to use social media, however, suggest Employees to use it meticulously and responsibly, in-order to avoid damaging the Company’s image and reputation or disclosing any confidential information of the Company or Third Parties.
External communication disclosures: Only authorized Company representatives may speak on behalf of the Company in public forums (e.g., newspapers, internet) or to members of the media.
ii. Political Activities
Employees reserve the right to engage in political activities in personal capacity, provided that does not act or give the impression of acting, as a representative of the Company.
iii. Anti-money laundering and Anti- terrorism
The Company only associates with entities and individuals involved in lawful business activities with funds derived from valid sources. No Director or Employee shall knowingly engage in or aid or abet any other person to engage in following prohibited transactions:
a. Any financial transaction that promotes or results from criminal activity;
b. The receipt, use, diversion or concealment of the proceeds of any criminal activity; and
c. Any act of terrorism, including providing financial support or otherwise sponsoring or
facilitating any terrorist person, activity or organization;
10. MANAGING COMPANY’S INFORMATION AND ASSETS
i. Misuse of Company Assets
All Directors and Employees of the Company are responsible for protecting and taking necessary steps to prevent the theft or misuse of, or damage to Company’s assets and property. The assets include all kinds of physical assets, movable, immovable and tangible property, corporate information and intellectual property such as inventions, copyrights, patents, trademarks and technology.
Company’s assets and property should be used only for the benefit of the Company and in the manner intended. In using such assets, employees are expected to exercise prudent judgment and avoid excessive personal use.
ii. Anti-money laundering and Anti- terrorism
The Directors and Employees of the Company should exercise sufficient safeguards and protect confidentiality of Company’s information, which includes business plans, financial projections, strategy, contracts, pricing, contacts, relationships and personal information.
• Material non-public information: Employees are obligated to protect the Company’s nonpublic information at all times. Employees must never discuss such information in public places such as restaurants, elevators, reception rooms and public transportation;
• Payroll information: All compensation matters are privileged and to be kept confidential. Every Employee must ensure that information about individual salaries, appraisals, increments, bonus are not disclosed to other people within or outside the Company.
• Unauthorized use of Company information: No employee shall disclose or use any confidential information gained in the course of employment or association with the Company for personal gain or for the advantage of any other person. No information either formally or informally, shall be provided to the press, other publicity media or any other external agency except as communicated by the Management.
• Ensuring cyber protection: Our protection plan ensures installation of Anti-virus, Firewalls, No Unnecessary or unauthorized software, Systems Rights and Security Settings Login Password, Dual Factor Authentication, Web-content filtering, Software and patches updates, Encryption.
iii. Information Systems and Devices
Employee must use all Company electronic devices with due care to prevent them from being stolen, lost, or damaged. Employees should not install unauthorized software on Company’s electronic devices and should not connect unauthorized hardware to the Company network.
Employees’ use of Company Information System and device(s) is generally restricted to authorized business purposes. Employees should never use them for any illegal or illegitimate purpose or in a manner that interferes with our assigned jobs and responsibilities.
iv. Insider information and Insider trading
The Directors and Employees of the Company may become privy to various confidential and insider information in the course of their employment.
The Directors and Employees of the company are prohibited from trading in the shares or securities of the other company while in possession of such information or tipping others to trade on the basis of such information.
Information is “non-public” if it has not been made generally available to the public by means of a press release or other means of widespread distribution. Information is “material” if a reasonable investor would consider it important in a decision to buy, hold or sell shares or other securities.
As a rule of thumb, any information that would affect the value of shares or other securities should be considered material. Examples of information that is generally considered material include:
a. Financial results or forecasts, or any information that indicates a Company’s financial results may exceed or fall short of forecasts or expectations;
b. Important new products or services;
c. Pending or contemplated acquisitions or dispositions, including mergers, tender offers or joint venture proposals;
v. Record Keeping and Financial Integrity
Accurate and complete record keeping is essential to the corporate well-being of the Company and to enable it to comply with legal and regulatory requirement. The Company prohibits recording of false or misleading entries in any corporate records for any reason.
11. TRAINING, AWARENESS AND REVIEW
Training
a. All Employees and Directors will receive a copy of this Policy upon commencement of employment or engagement. The Company will periodically issue communications to Employees to promote awareness of and engagement with this Policy.
b. Each Employee and director will be fully informed of the requirements of this Policy and must participate in periodic Anti-Corruption Anti-Bribery Policy, Whistleblower Policy, and Code of Conduct Policy trainings conducted by the Company, at least once per year.
c. Notification for these trainings will be sent via email for Employees to take the courses. The training sessions may be conducted on-line or in-person and will be administered by the Company’s Compliance Department and Training and Organizational Development Department. Third Parties will be required to undergo training where deemed appropriate by the Compliance Officer.
d. The Training and Organizational Development Department and Compliance Department will also keep training attendance records.
e. Further, in appropriate cases as determined by the Compliance Officer in negotiation of the relevant contract, business partners will be provided with this Policy and may be asked to certify compliance with FCPA and/or UKBA and to review this Policy or to be trained with respect to this Policy.
Review
a. The Compliance Officer, along with the Board of Directors, will review, on a regular basis, the implementation and effectiveness of the Company’s compliance and ethics program. This compliance review shall be proportionate to the level of risk and may employ such tools as performance reviews, compliance interviews, completion of questionnaires, renewed certifications, forensic audits, and/or other commercially reasonable actions to be determined by the Compliance Officer.
b. The Compliance Officer is also responsible for updating this Policy and training materials on a regular basis in light of changes in the Company’s business activities and changes in the applicable legal standards.
12. DOCUMENT RETENTION
Unless Philippines law requires a longer period, Company and TPIs shall retain all documents related to the expenditure for seven (7) years from the date of incurring such expenses.
13. REPORTING OBLIGATIONS
i. Reporting Responsibilities: Every employee or director who is or becomes aware of, or suspects, a violation of the Employee Code of Conduct and Ethics or any of the policies outlined in this Manual is obligated to report it to the Compliance Officer or Compliance Committee, in accordance with the procedures set forth in the Company’s Whistleblower Policy.
ii. No Retaliation: No employee or director who, in good faith, reports a violation of the Code or Policy Manual shall be subjected to harassment, retaliation, or any adverse employment consequence.
14. PENALTIES AND RECOMMENDATIONS
i. The ethical standards set forth in this Policy can only be achieved and maintained through the vigilance and efforts of all Employees.
ii. The Company is committed to zero tolerance towards any misconduct. Any violation of this Code of Conduct will be regarded as a serious matter and shall result in disciplinary action, including termination.
iii. The management reserves the right that till the resolution of the matter, such person against whom investigation is being conducted, may to be suspended or will have to abstain from execution of powers till the conclusion of Investigation.
15. VIOLATIONS OF THIS POLICY
Any Employee or Director, who violates this Policy, or any related procedures, may be subject to appropriate disciplinary action, up to and including termination of employment or business relationship. Further, the Company may choose or be required to report violations to law enforcement or other regulatory agencies.
16. REVIEW AND REVISION OF THE POLICY
This Code can be changed, modified or amended at any time by the Board. Any amendment to the Code shall be made with the approval of the CEO/Managing Director/Nominated Director of the Company if in his/her opinion, it is necessary to protect and is in furtherance of the interests of the Company