Manual on Corporate Governance
Code of Conduct and Business Ethics
Annual Corporate Governance Report
Board Committees and Charters
2015 SMPC Integrated Annual Report
(Supplement to the Conflict of Interest provisions per Code of Conduct)
1. Name ______________________________________________________
2. Position Title/Department _______________________________________
3. This statement is submitted (check one):
¨ as an Annual Disclosure Statement (due every end of January together with the Code of Conduct Annual Certification), of my (non)financial interest* in contracts, sales, leases or purchases of Semirara Mining and Power Corporation &/or Subsidiary(ies), which are made on a regular basis with or from a particular contractor, customer or supplier; or
¨ as a "Single Transaction**" Disclosure Statement (due every time before a potential conflict of interest arises), of my financial interest* in a specific contract, sale, lease or purchase proposed to be entered into with Semirara Mining and Power Corporation &/or Subsidiary(ies) with or from a particular contractor, customer or supplier. Note: to be submitted to the President or VP-Administration, prior to final action being taken on the contract, sale, lease or purchase.
*Includes any interest of myself, my spouse, in-laws, siblings, or child(ren).
**Transaction - (a) purchase, sale or lease of property of any kind, or (b) procurement of labor services, e.g. forwarding, catering, printing.
5. Are you or any member of your family have a direct or indirect interest in a business that buys, sells or leases property, goods or services to/from Semirara Mining and Power Corporation &/or Subsidiary(ies) ?
¨ Yes ¨ No
If Yes, provide details (attach additional sheet as necessary):
Transaction reference or date/s _______________________________
Transaction amount ________________________________________
6. In the past 12 months, have you received any compensation, loan (other than a bank loan at prevailing interest rate), gift, benefit or unusual hospitality from any customer, supplier, business partner or contractor of Semirara Mining and Power Corporation &/or Subsidiary(ies) ?
¨ Yes ¨ No
If Yes, provide details : ______________________________________________
7. Do you have any other business or personal relationships, not covered in your answers to preceding Questions that could appear to be a conflict of interest, time or undue influence to others in the organization or in the performance of your duties? When in doubt, disclosure is mandatory.
¨ Yes ¨ No
If Yes, provide details:_______________________________________________
I affirm the truth and completeness of this Disclosure Statement and to the best of my knowledge and belief is a true, correct and complete Statement of all my significant interests and other matters required by this disclosure. Also, I understand that failure to make proper disclosure as required may result in disciplinary actions. Any changes to this Statement will be reported when the information becomes known to me.
I hereby agree to report promptly to the President, or Audit Committee, or Compliance Officer, or Legal Counsel as appropriate any situation or transaction that may arise during the year that constitutes a possible or potential conflict of interest and report the same on an amended Disclosure.
Printed Name/Signature _____________________________________
Disclosure Statement Guidelines
In completing this form, please consider the following guidelines:
· As an Annual Disclosure Statement for each Board Director, Officer, Manager or Department Head, Employee or personnel contracted to render full-time services in the Company, this form is to be completed every end of January in conjunction with the Code of Conduct Annual Certification. For Directors, Officers and Managers/Department Heads – to be submitted personally or by email to the Audit Committee/ Good Governance Officer email@example.com, as appropriate. For employees and those contracted for full-time services – to HR Management.
· As an Annual Disclosure Statement for each Employee or personnel contracted for full-time services in the Company who have other work responsibilities that could represent a potential conflict of interest, this form is to be completed and duly noted by the respective functional unit/department head of Semirara Mining and Power Corporation to assure that such situation is identified, addressed and submitted for review and disposition of the President or VP – Administration as appropriate.
· If any questions are given a “Yes” answer with sensitive legal information, it may be advisable to discuss such responses with the Company’s Corporate Counsel Head.
· All “YES” answers will be reviewed in the context of each Director’s, Officer’s or Employee’s respective fiduciary duties or job description.
Financial Interest, except as stated below, includes any stock, bond or other debt obligation, option or right to purchase stock, share in profits, investment, partnership interest or other proprietary interest of any nature. Financial Interest also includes employment, consultancy or contractual relationship with customer, supplier, business partner or contractor.
Ownership of shares in Semirara Mining and Power Corporation or Parent, DMCI Holdings Inc. or affiliate shall not be deemed to constitute financial interest therein within the meaning of this form, if all the following conditions are met: (a) the securities are traded in the Philippine Stock Exchange, or regularly reported or disclosed to PSE/SEC; and (b) the shares owned by you and, to your knowledge or belief, owned by members of your immediate family do not exceed 5% of the outstanding equity shares of the same class of such corporation.