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Corporate Governance > Code of Conduct and Business Ethics > Directors and Officers

Directors and Officers





(As adopted by the Board of Directors on March 6, 2006) 


This Code of Conduct (Code) embodies the commitment of Semirara Mining  and Power Corporation to conduct its business with the highest ethical standards and in accordance with all applicable laws, rules and regulations of the Philippines. All members of the Board of Directors and Executive Officers are expected to adhere to the principles and procedures set forth in this Code. Directors who are also employees of the Company are also required to abide by the Company's Employee Code of Conduct, which is not part of this Code.


Observance of Law


The Company's policy is to comply with all applicable Philippine laws, rules and regulations and to maintain the highest standards of business ethics. It is the personal responsibility of each Director and Executive Officer to adhere to the standards and restrictions imposed by those laws, rules, and regulations.


Conflict of Interest


A "conflict of interest" occurs when an individual’s private interest interferes or runs in conflict with the interests of the Company. A conflict of interest can arise when a Director or Executive Officer takes actions or has interests that may make it difficult to perform his work objectively and effectively. In particular, a Director and Executive Officer must never use or attempt to use his position in the Company to obtain any improper personal benefit, including loans or guarantees of obligations from any person or entity, for himself, for his immediate family members ("Immediate family" is herein defined to include an individual's spouse, parents, children, siblings, mother/ father-in-law, son/daughter-in-law, brother/sister-in-law, and anyone other than employees who shares such individual’s home). Situations which could result in conflicts of interest or the appearance of a conflict of interest should be avoided whenever possible.


Any Director or Executive Officer who is aware of a transaction or relationship that could reasonably be expected to give rise to a conflict of interest should discuss the situation promptly with the Company's Chairman or President, and Audit Committee.


Insider Trading


It is against Company policy for any Director or Executive Officer who is aware of material non-public information relating to the Company or its parent or its affiliated companies to buy, sell, or otherwise speculate in any securities of those issuers (including derivatives related to such securities), or recommend that another person buy, sell, hold, or otherwise speculate in the securities of those issuers.


Any questions as to whether any specific information constitutes material inside information should be directed to the Company's Legal Counsel.




A Director or Executive Officer and members of his immediate family may not offer, give, or receive gift(s) (whether cash, non-cash, or other) from persons or entities who deal with the Company in those cases where any such gift is being made or could reasonably appear to have been made in order to influence his actions as a Board member or officer of the Company or where acceptance of the gift(s) could reasonably create or appear to create a conflict of interest. In certain circumstances, a Director or Executive Officer may accept non-cash gift(s) of a nominal fair market value, provided that acceptance of such gift(s) is customary.


Corporate and Charitable Giving


In furtherance of its business interests or corporate good citizenry, the Company may make reasonable corporate gifts to charitable organizations from time to time. A Director or Executive Officer who has any significant interest in a charitable organization to which the Company proposes to make a corporate gift shall promptly inform the Company's Audit Committee of this situation, and, thereafter, any corporate gift by the Company to such charitable organization (and appropriateness thereof) shall be reviewed by the Company's Audit Committee.


Political Activities


It is recognized that, a Director or Executive Officer may become engaged in public service or political issues in his personal capacity. He should do (except as otherwise specifically approved by the Audit Committee) at least the following: (a) where appropriate, make it clear that he is speaking or acting personally and not as a director or officer of the Company; (b) not make a political contribution for or in the Company’s name, and as such will not receive reimbursement from the Company for any political contribution made as an individual; (c) not endorse for or in the Company's name the appointment or election of a public official or the passage or non-passage of any political proposition; and (d) not use the Company's materials or property in public service, or political issue-activities.


Corporate Opportunities


Each Director and Executive Officer owes a duty to advance the Company's legitimate interests when the opportunity to do so arises. He may not: (a) receive or seek to receive a benefit from opportunities that are discovered through his involvement with the Company (including, without limitation, his use of the Company's property, information, or his position); or (b) compete with the Company, directly or indirectly, for business opportunities; provided, however, that, if the Audit Committee finally determines that the Company will not pursue an opportunity that relates to the Company’s business activities, a Director or Executive officer may do so after disclosing to such Committee that he will pursue such opportunity.




In carrying out the Company's business, Directors and Executive Officers learn confidential or proprietary information about the Company, its customers, suppliers, or other third parties. Directors and Executive Officers must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized by the Audit Committee or required by laws or regulations. Confidential or proprietary information includes all non-public information that might be of use to competitors or harmful to the Company or its relationship parties (e.g. customers, suppliers, and business partners) if disclosed.


Fair Dealing


The Company does not seek competitive advantages through illegal or unethical business practices. Each Director and Executive Officer should endeavor to deal fairly with the Company's customers, service providers, suppliers, competitors, and employees. No Director or Executive officer should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practices.


Accounting and Financial


Reporting It is the Company's policy to comply with applicable and generally accepted accounting principles and standards, as well as its financial and statutory reporting obligations. Directors and Executive Officers shall promote fairness and transparency in the Company's financial reporting.


Influencing External Auditor


No Director or Executive Officer shall take any action to influence, coerce, manipulate, or mislead the Company's external independent auditor.


Protection and Proper Use of Company Assets


All Directors and Executive Officers should protect the Company's assets and help ensure their efficient use. A Director and Executive Officer must not use or seek to use the Company's time, employees, supplies, equipment, tools, buildings, or other assets except for legitimate business purposes of the Company or as part of an adopted or approved program or policy of the Company available to his position.


Administration, Amendment and Waiver of this Code


This Code is administered by the Audit Committee and may be amended, modified or waived by the Board of Directors or Audit Committee. Any Director or Executive Officer who believes that a waiver may be appropriate should discuss the matter with the Company's Legal Counsel and Audit Committee.


Compliance and Reporting


All Directors and Executive Officers should strive to identify and raise potential issues before they become problems and should ask about the application of this Code whenever in doubt. Any Director or Executive Officer who becomes aware of any existing or potential violation of this Code shall promptly notify the Company’s Audit Committee and/or Legal Counsel. The Company will take such disciplinary or preventive action as it deems appropriate to address any existing or potential violation of this Code brought to its attention. The Company will not tolerate retaliation for reports of violations of this Code made in good faith. Any questions relating to how these policies should be interpreted or applied should be addressed to the Company’s Audit Committee and /or Legal Counsel.


Code of Conduct Acknowledgment and Certification


In connection with the Annual Meeting of Shareholders, Each Director and Executive Officer will be asked to certify annually that he has complied and is in compliance with this Code. Such certification may be in substantially the following form:


"I, [insert name], hereby certify and acknowledge that: (i) I have received, read, and understood the Company's "Code of Conduct"; (ii) such Code has been and is applicable to my activities as [state position; (iv) I have complied and am in compliance with such Code; and (v) I am not aware of any non-compliance with such Code by other directors, officers or employees.



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