Company Policies

Integrity is one of Ayala’s core values. Strictly abiding by the principle of “doing the right thing” has earned for the company its strong position of trust among its stakeholders. Ayala believes that integrity starts with the individual; thus, we strive to maintain an exceptional standard of conduct among our employees.

This Code of Conduct applies to all Ayala employees, including senior executives and members of the Executive and Management Committees. It provides an outline of the general expectations and sets standards by which employees are expected to conduct themselves. As it does not cover every conceivable subject, it is recommended that employees refer to its general principles to guide them in their activities. It must be read in conjunction with the company’s Human Resources Manual of Policies and Procedures and the Employee Handbook.

This Code of Conduct is composed of two parts –

Part I – Business Conduct and Ethics

1. Compliance
2. Fair Dealing
3. Confidentiality of Information
4. Proper Use of Company Assets and Resources
5. Conflict of Interest
6. Outside Employment
7. Insider Trading
8. Anti-Bribery and Anti-Graft Policy

PART II – Implementation and Monitoring

DISSEMINATION OF THE CODE OF CONDUCT AND ETHICS TO ALL DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

All employees are provided with the Code of Conduct and Ethics handbook. An orientation on the Code of Conduct and Ethics is part of the on-boarding program of all newly hired employees to keep them informed in the same manner that the existing employees, as well as the directors, chairman, and senior management, are aware and informed.

COMPLIANCE WITH PHILIPPINE LAWS AND REGULATIONS

Ayala expects its employees to conduct business in accordance with Philippine laws and regulations. Employees are encouraged to consult with Legal and Compliance whenever there is any doubt concerning the legality of any matter.

Any suspected criminal violations will be reported to the appropriate authorities. Non-criminal violations will be investigated and addressed as appropriate.

INTEGRITY is a core value of Ayala Corporation (the “Corporation”). It means doing the right thing and being accountable for one’s own actions. The Corporation adopts transparency as a tool in its pursuit of integrity. In line with this, the Corporation adopts this WHISTLEBLOWER POLICY (the “Policy”) to encourage directors, officers and employees and all suppliers, business partners, contractors and sub-contractors to come forward and raise serious concerns about a perceived wrongdoing, malpractice or a risk involving the Corporation.

An established investigation process is followed for reported alleged violations of the Corporation’s policies, rules and regulations and all reports are given confidential treatment. Internal Audit conducts investigations into any allegations, discusses the results with the Compliance Officer and Strategic Human Resources Head, and provides the report to the Audit Committee of the Board. Internal Audit may also retain independent counsel, professional experts or others to assist in the conduct of an investigation, as necessary.

The Audit Committee monitors the resolution and closure of all reported allegations of unethical practices, including the implementation of recommended improvements in the Corporation’s ethical programs and related policies. To apprise the Board, the Committee submits and presents a quarterly report to the Board on the results of its activities.

The Policy provides a formal mechanism and an avenue for directors, officers, employees, suppliers, business partners, contractors and sub-contractors and other third parties to raise such concerns. This Policy provides assurance that a person who will raise a concern (the “Whistleblower”) will be protected from reprisals, harassment or disciplinary action or victimization for whistleblowing.

The Whistleblower may send or communicate a Report through the following channels:

Ayala Corporation (“Corporation”) recognizes the fiduciary responsibility of its board of directors to ensure the integrity of the Corporation’s related party transactions (RPTs) for the protection of all shareholders’ interest. To aid in the performance of this duty, this policy is adopted to:

• define related party relationships and transactions;
• provide guidance in the review, approval, and disclosure of RPTs to ensure that they are at arm’s length, and the terms are fair, and will inure to the best interest of the Corporation and all its shareholders; and
• promote the objectives of the Securities and Exchange Commission (SEC) Rules on Material Related Party Transactions for Publicly-Listed Companies.

The Risk Management and Related Party Transactions Committee (“Committee”) is tasked with overseeing the implementation of this policy.

Procurement Policy
In Ayala, all purchases, irrespective of funding, will be governed by the following policy:
It shall be the procurement policy of the group to obtain services, supplies, and equipment from reputable and quality sources that exhibit reliability, quality, and fair pricing. Payment arrangements are subject to individual contract agreements, with the commitment that both parties will abide by the terms and conditions related to the products and services. In relation to this policy, the reputation, historical performance, financial capability, and environmental impact of the suppliers are considered in the decision process. Ayala encourages sourcing from local vendors and gives prime consideration to their products and services, ensuring that there are no conflicts of interest. Competitive bids are applied whenever applicable, and all transactions comply with all legal requirements. Given Ayala’s commitment to the principles of SDGs, the group considers the suppliers’ compliance with human rights, specifically in ensuring that neither child labor nor forced labor is present in any part of their supply chain.

Recruitment, Compensation, and Retrenchment Policy
The recruitment in the organization shall be handled primarily by the Talent Management unit of the company. As appropriate, all openings and related information shall be made available by the unit to both internal and external channels. In hiring part-time or full-time employees, the company considers the applicant’s skills, qualification, and experience. In hiring, the company does not discriminate gender, sexual orientation, , race, ethnicity, color, religion, age, marital status, disability, economic status and political affiliation. Compensation and benefits packages are carefully reviewed and offered fairly, reflect and match the person’s qualifications, and benchmarked appropriately against industry levels while ensuring that these packages adhere to all applicable laws and government regulations. Any transactions involving third-party employers will be under the management of the Human Resources unit. At the minimum, engagement with these third-party suppliers must comply with all labor standards and other related regulations.
In cases where retrenchment cannot be avoided, the company ensures adherence to all related legal requirements. Before termination or redeployment, the company explores options such as, but not limited to: freeze hiring, grant of retirement options, or provision for training programs to provide alternative skill sets. When termination of employment or redeployment is imminent, the company ensures that the employee is properly informed and given proper assistance in the process. Compliance to all related regulations is assured, particularly with the requirements of
Department of Labor and Employment (DOLE). This policy is not applicable for terminating employment of non-performers or employees with unsatisfactory disciplinary behaviors.

Employee Development and Industrial Relations Policy
The organization supports the development of its employees. While the employees are encouraged to take responsibility for their own development, the company is committed to provide training and learning opportunities to further assist them in their professional growth. Opportunities may come from internal and external sources, including academic, professional, technical or industry-related training, career development programs, conferences, workshops, and certification courses. The company remains committed to providing necessary support and assistance to the employees for their development, including appropriate appraisal and feedback.
This policy also affirms that career advancement or promotion opportunities are to be made available to all employees in a fair manner, with consideration of their skills, work-related accomplishments, overall performance, work ethic, and initiatives beyond their current assignments—as part of the qualifications apart from the minimum requirements for the position. The promotion process is handled by the Strategic Human Resources unit which ensures that each candidate is given a fair opportunity, with no discrimination as to the person’s gender, sexual orientation, race, ethnicity, color, religion, age, marital status, disability, economic status and political affiliation.
Ultimately, as employees remain connected to the organization, the company recognizes their right to organize themselves and engage in harmonious negotiation exercises, ensuring amicable settlement of disputes, and that employees receive the right economic value befitting their contribution at work.

Occupational Health & Safety, and Hazards Management Policy
The well-being of Ayala employees is important to us. In this regard, the organization remains responsible in ensuring the employees’ occupational health and safety. The organization remains committed to being compliant to related regulations on industrial health and safety, both locally and globally.
A fundamental part of this commitment is informing and training the employees on disaster preparedness, and in conducting their activities in a safe, healthy, and responsible manner. The organization realizes that an assessment of the risks related to business and employees is critical and to this end, the organization ensures a continuous and updated review and assessment of the related processes. It is important that hazards to the organization are identified clearly to
ensure quick and proper response in mitigating these elements. This include identifying activities that minimize the risks, and establishing control measures benchmarked with industries’ best practices.

Policy on Child Labor and Forced or Compulsory Labor
For the purposes of this policy, a “child” is defined as an individual who is below 18 years of age, and “forced or compulsory labor” is any service exacted from a person who is unwilling, under the threat of penalty or menace. The organization recognizes that these are part of global issues and does not support such practices in its local or global operations. The organization acknowledges that employers have important roles to play and are ultimately responsible in ensuring that its workforce is treated with dignity and respect. Ayala does not tolerate the use of child labor or forced labor.

Policy on Indigenous People, Human Rights, and Community Safety
Ayala acknowledges its responsibility to the communities where it operates. The organization recognizes the stakeholders’ legal rights and commit to engaging with them in a fair, honest, and ethical manner. Further, it gives respect to diversity of culture and historical connection of Indigenous People. It ensures meaningful engagement, that is built on open communication and mutual respect and deals with them in a manner that is consistent with business ethics and our company’s code of conduct.
The organization strives to uphold the principles of Human Rights within our businesses and in the communities it serves. At Ayala, we expect each of our employees to espouse human rights and help the organization in ensuring that the workplace is free from any form of harassment. This leads us to our commitment in ensuring safety of the communities, promoting human rights in our dealings, and ensuring that the communities are dealt with fairness and respect.

Policy on Energy, Water, and Waste Management
Ayala recognizes that natural resources are finite and that we have a responsibility towards the environment. We commit to the efficient use of energy and water in our products, services, operations, and facilities. We encourage our employees to practice conservation of energy and water in both the workplace and their respective homes, and we provide avenues for learning on how to positively contribute to the environment. We further promote for our employees to be responsible and to take part in the waste management efforts of the company. The organization will continue to monitor our environmental output, to seek effective ways to manage waste, and to promote ‘Reduce, Reuse, Recycle, and Recover’ processes in our businesses. Throughout our operations and in all our offices, we ensure that we meet environmental regulations and promote ways that go beyond compliance. Ultimately, we support the government’s national efforts on environmental efficiency policies.

Policy on Biodiversity and Management of Greenhouse Gas Emissions
With the diversity of our businesses and broad geographic reach of our operations, Ayala recognizes that we must always be aware of how we affect the environment. We commit to giving positive impact to biodiversity in our operations, projects, activities, or facilities. We shall continue to monitor our outputs and report them in a fair and transparent manner. We endeavor to create and implement projects that will manage our greenhouse gas emissions as we strongly support the government’s national re-greening efforts.

All directors, officers, employees, consultants, advisers of the Corporation and members of their immediate families who are living in the same household, who have knowledge of material information about the Corporation that is not disclosed or generally available to the public, shall, from the time they obtained knowledge of such material non-public information:

1. Not trade in the Corporation’s securities. directly or indirectly; and
2. Not communicate, directly or indirectly, such material non-public information to any person.

until the material non-public information is disseminated to the public and two (2) trading days have lapsed from the disclosure thereof for the market to absorb such information.

Apart from the diversity of operations within the Ayala Group of Companies (herein referred to as “the Group”, its accountability to its stakeholders is further heightened with the incessant changes in the social, economic and political environment in the Philippines.

To address the threats stemming from this situation, while also harnessing business opportunities as they arise, Ayala Corporation (herein referred to as “the Company”), established an Enterprise Risk Management (ERM) Process that will provide a focused and disciplined approach in (1) identifying and analyzing risks on entering new investments; (2) managing the financial and operational stability of the Company; and, (3) recognizing risks inherent in the companies in its portfolio. The Company believes that risk management is an essential function for adopting strategic decisions, and having the proper approaches in place will pave the way for sustainable and resilient business operations for all its stakeholders