Crown Equities, Inc. (“CEI” or the “Company”) is fully committed to doing business in accordance with long held values and ethical standards that have been the foundation for the growth and success of CEI and its subsidiaries.
CROWN EQUITIES, INC.
This Code of Ethics states the principles that guide the Company’s directors, officers, and employees in the performance of their duties and responsibilities, and in their transactions with investors, shareholders, creditors, customers, contractors, suppliers, regulators, and the general public.
Vendors, suppliers, contractors, business partners, customers, and shareholders should align their dealings with the Company’s Code of Ethics.
CROWN EQUITIES, INC.
A. The Company’s business dealings shall be compliant with all applicable laws in the cities, municipalities, districts, and communities in which it operates. This includes legislation and regulation pertaining to financial reporting, upholding fair trade and competition, pricing, employment, protection of the environment and other regulations.
B. Insider Trading
All directors, officers, employees and other covered persons as defined in the Insider Trading Policy are prohibited from trading shares of stock of CEI using material information that has not been disclosed to the public. They are also prohibited from passing on such information to someone else who then buys or sells the Company’s stock. (Please refer to Annex 1 for the Insider Trading Policy).
Material information is non-public information that is significant enough to affect the value of the Company’s stock, or to influence someone to buy or sell stock. Public information is that which is available in a Securities and Exchange Commission (SEC) filing, The Philippine Stock Exchange, Inc. (PSE) disclosures or press release in major media communications channels.
C. Public Disclosures
CEI shall maintain accurate and complete records of all financial and business transactions in accordance with laws and regulations governing financial reporting and generally accepted accounting principles. These provide the basis for the report it discloses to the public and its shareholders regarding the Company’s results of operations and financial position. The Company also ensures that an independent audit of its financial statements is conducted by external auditors.
D. Related Party Transactions
Full disclosure of the details, nature, extent, and all other material information on transactions with related parties shall be observed in the Company’s financial statements, and in its quarterly and annual reports to the SEC and PSE.
CEI Management shall present the details of transactions entered into by the Company with related parties to the Related Party Transactions Committee for review in accordance with the Related Party Transactions Policy. This is to ensure that the Company conducts all related-party transactions at arm’s length.
CROWN EQUITIES, INC.
In addition to compliance to laws and regulations, CEI also supports ethical practices in the way it conducts business, as follows:
A. Support for Diversity and Non-Discrimination
Whether in selection of the markets where the Company operates, hiring and promotion of employees, selection of suppliers and contractors – the company decides on the basis of merit and value to shareholders and does not discriminate on the basis of race, ethnicity, religion, or gender.
All board members, officers, and employees are prohibited from practicing any form of discrimination or harassment in the workplace. This obligation to refrain from such behavior extends to contractors, vendors, suppliers, or visitors, to the extent that their conduct affects the work environment.
B. Respect for Confidentiality and Privacy of Information
CEI shall maintain accurate and complete records of all financial and business transactions in accordance with laws and regulations governing financial reporting and generally accepted accounting principles. These provide the basis for the report it discloses to the public and its shareholders regarding the Company’s results of operations and financial position. The Company also ensures that an independent audit of its financial statements is conducted by external auditors.
C. Customer Welfare
CEI recognizes that the core of its business is its customers, and values customer satisfaction and loyalty. Thus, all directors, officers and employees shall be guided by fairness, professionalism, courtesy and respect when dealing with customers, and shall endeavor to provide excellent and diligent service at all times. No false or misleading information shall be provided to customers.
Likewise, CEI is committed to protect the safety and security of its customers. Accordingly, the Company shall undertake to keep its premises well-secured, and continuously implement ways to eliminate hazards that would pose threats to the safety of its customers.
D. 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, which shall include both financial and non-financial measures. The Company shall also provide learning and development opportunities for professional growth.
F. Environmental Sustainability
CEI shall endeavor to adhere to sustainable practices that ensure the protection of the environment, and shall seek to deliver maximum growth with minimal and responsible consumption of natural resources.
G. Avoiding Conflicts of Interest
All business decisions and actions must be based on the best interests of the Company and the value to shareholders, and should not be motivated by personal considerations or relationships which may interfere with the exercise of independent judgment.
All directors, officers and employees are required to disclose any financial or personal interest or benefit in any transaction involving CEI to ensure that potential conflicts of interest are immediately brought to the attention of Management. Even the appearance of impropriety and the potential for conflict should be disclosed and avoided. Such may include but need not be limited to the following:
1) Interest in businesses of suppliers, competitors, or customers
This refers to any financial interest in the business of a supplier, competitor, or customer, whether publicly listed or privately held.
Financial interest or management participation by an immediate family member needs to be disclosed as well.
2) Employment or analogous service in the business of a supplier, contractor, or customer.
Engagement by such entities as a director, adviser, officer, employee, or consultant needs to be disclosed and requires approval by the Company. Engagement in such capacity of an immediate member of the family (parent, brother, sister, spouse, child) needs to be disclosed as well.
3) Engagement by other commercial enterprises or in a political office
Engagement in another occupation or provision of service to any other commercial enterprise, as well as holding of a concurrent position in government in addition to one’s position in CEI needs to be disclosed and requires approval by the Company.
4) Acceptance of gifts and entertainment
Gifts, entertainment, and travel of significant value may not be accepted from any supplier or customer of the company. Neither can an immediate family member or representative be designated to accept such on behalf of the employee.
See attached Annex 2 (Guidelines on Acceptance of Gifts) and Annex 3 (Guidelines on Travel Sponsored by Business Partners).
5) Political activities
Active involvement in any political party or political campaign should be disclosed and requires permission from the Company.
6) Relatives in the same company
Disclosure should be made when an employee has a relative that is employed by the same company. Management may exercise its discretion on such disclosure, but should avoid as much as possible situations where there will be relatives with a superior-subordinate relationship or in a control function exercised over the department of a relative.
In addition to the presence of relatives in such situations, employees should disclose any personal relationship when such begins to exist with another employee where one exercises a superior-subordinate relationship or control relationship with the employee.
CROWN EQUITIES, INC.
Directors, officers, employees, customers, shareholders, vendors, suppliers and other stakeholders may report in writing any violations of this Code, unethical conduct, fraud, and other malpractices to cei@crownequitiesinc.com.
Management has a commitment to handle such reports with strict confidentiality and discretion, and protect the identity of the person making such a report. Such persons shall be granted protection from any retaliation that may come from the parties being reported.
CROWN EQUITIES, INC.
The Human Resources Department shall be accountable for the publication of this code and shall ensure that all directors, officers, and employees receive a copy.
For reports on violations, the Human Resources Department head shall ensure a confidential investigation is immediately undertaken to determine the veracity of the report, gather pertinent data, and recommend appropriate sanctions which may lead to separation from the service of the Company and may include filing of legal suits on behalf of the Company.
All Managers are responsible for the proper dissemination and implementation of the provisions of this Code in their respective work units and shall strive to be role models of the Code’s provisions.
INSIDER TRADING POLICY (Annex 1)
This policy is intended to comply with best practices on corporate governance through the implementation of insider trading prohibitions and disclosure requirements in accordance with the Securities Regulation Code and the PSE Disclosure Rules, respectively.
1. Material Non-Public Information
These are information about Crown Equities, Inc. (CEI or “Company”) that have not been disclosed to the public and are likely to affect the market price of CEI’s shares whether positively or negatively. Examples of material non-public information include, but are not limited to, financial results, mergers, acquisitions, divestments, significant investments and litigations, major changes in key senior management positions and business plans, and the like.
2. Covered Persons
For purposes of this policy, “covered persons” is defined as all CEI directors, key executive officers, consultants and advisers, and any employee of the subsidiaries of CEI who has access and/or may have been made aware of any material non-public information either through his work or received inadvertently with respect to the Company and its operations. This definition also extends to the insider’s spouse or relatives by affinity or consanguinity up to the second degree, legitimate or common-law and to any other person who learns of any material non-public information from a covered person.
3. Trading Restriction Period
Five (5) business days before and two (2) business days after the disclosure of material non-public information.
GUIDELINES ON ACCEPTANCE OF GIFTS (Annex 2)
CEI is committed to strengthen its corporate governance practices with the end in view of increasing shareholder value over time.
In line with this, CEI hereby expressly prohibits the solicitation or acceptance of gifts from business partners. Please be reminded of the following guidelines:
1. The company prohibits the solicitation or acceptance of gifts in any form from a business partner (i.e., contractors, suppliers, banks and other entities engaged in business with CEI), directly or indirectly, by any director, officer or employee of the company.
2. The term “gift” covers anything of value, such as but not limited to cash or cash equivalent, loan, fee, reward, commission, allowance, employment, travel, entertainment, sponsorship of personal events (like birthday, wedding, baptism, etc.), the use of property owned by business partners (like vehicles, beach houses, resorts, restaurants, bars, sports or recreational facilities), whether for personal or business use.
3. However, a director, officer or employee may accept corporate give-aways, tokens or promotional items of nominal value (pens, mugs, notebooks, and the like), provided that the gift is voluntarily given by a third person without suggestion or solicitation, as a souvenir or out of courtesy, and provided further that the approximate value of the gift does not exceed Two Thousand Pesos (Php2,000.00). If the approximate value of the gift exceeds Two Thousand Pesos (Php2,000.00), it should not be accepted and returned to the giver immediately.
4. In situations where it is deemed improper to refuse a gift, the issue shall be referred to the management for proper disposition. The policy is intended to ensure integrity in procurement practices and the selection of the most appropriate business partner in each instance.
GUIDELINES ON TRAVEL SPONSORED BY BUSINESS PARTNERS (Annex 3)
Under CEI’s Guidelines on Acceptance of Gifts, all officers and employees are prohibited from accepting gifts in any form valued more than P2,000 from business partners. The term “gift” covers anything of value and includes travel sponsored by business partners. The term “business partners” refers to contractors, suppliers, banks and other entities engaged in business with CEI.
These guidelines are being issued to clarify the prohibition on travel sponsored by business partners.
1. Travel sponsored by a business partner is prohibited. Where a business partner invites CEI officers or employees to travel for the purpose of attending trade shows or exhibits where the business partners’ products will be featured, or for exposure to new techniques, products and innovations, among similar purposes, officers and employees are prohibited from accepting such sponsored travel. If the CEI management deems that such travel is necessary for the business and for the development and training of officers and employees, CEI will pay for the cost of the travel.
2. Where a project or transaction has been awarded to a business partner and CEI officers or employees travel at the expense of CEI to inspect the business partners’ project or product not found in Metro Manila or the Philippines to determine its quality, condition or design, such travel shall not be deemed as travel sponsored by a business partners as it is CEI that shoulders the cost for this travel.
3. In no case shall any CEI officer or employee accept any travel sponsored by any current or prospective business partner which is participating in any on-going bidding or selection process for any CEI project or transaction.
4. Any exception from the foregoing should be authorized by the President or the Chairman of the respective companies. These guidelines are intended to ensure integrity in procurement practices and the selection of the most appropriate business partner for all CEI projects and transactions.
These guidelines are intended to ensure integrity in procurement practices and the selection of the most appropriate business partner for all CEI projects and transactions.
For questions or clarifications, please refer to:
Ramon A. Recto
Chair, Corporate Governance Committee
Tel. No. 818.7783
Email: chitorecto@yahoo.com
POLICY ON ACCOUNTABILITY, INTEGRITY and VIGILANCE (Annex 4)
A. Rationale and General Policy
Consistent with CEI’s core values, CEI expects its directors, officers, employees and contract workers to observe high standards of business and personal ethics in the conduct of their duties and responsibilities at all times inside and outside the Company. Everyone is expected to help and work towards creating an environment where concerns can be raised for possible violations of our Code of Business Conduct and Ethics, policies and laws so they can be resolved sooner than later.
B. Reporting Mandate
It is the responsibility of all directors, officers, employees and contract workers to comply with and to report violations or suspected violations of the Code of Ethics, policies, or laws in accordance with this policy.
C. Reporting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code, policies, or law. Any allegations that prove not to be substantiated and have been made maliciously or with knowledge that they were false will be treated as a serious disciplinary offense. Any good faith report, concern or complaint is fully protected by this policy, even if the report, question or concern is, after investigation, not substantiated.
D. No Retaliation
Anyone who in good faith reports a violation of the Code or policies, or law shall not be retaliated upon or suffer harassment or adverse employment consequence.
E. The Escalation Process of Raising Concerns
Violations or suspected violations of Company policies can be escalated to the Human Resources Department head.
F. Confidentiality
Upon the request of the complainant, the Company will use its best efforts to protect the confidentiality of the complainant for any good faith report. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
G. Handling of Reported Violations
The Company’s Code of Business Conduct and Ethics, Code of Discipline and other relevant rules and regulations, shall serve as guide in determining the penalties and sanctions to be imposed by HR where violations are proven and validated by the Internal Audit Group.
The principle of due process shall be observed in the handling of all cases.
The Corporate Governance Committee, as it is in charge of monitoring compliance with the Code of Conduct and Business Ethics, applicable laws, rules and regulations, etc., shall be informed of all such complaints or reports and their status to be rendered by the HR Officer.
For questions or clarifications, please refer to:
Ramon A. Recto
Chair, Corporate Governance Committee
Tel. No. 8818.7783
Email: chitorecto@yahoo.com
