Company Policies
Whistleblowing Policy
I. Statement of Policy
ISOC Cold Chain Logistics, Inc.’s (the “Corporation”) is committed to achieving and maintaining the highest standard for transparency, accountability and openness. Employees are expected to conduct themselves with integrity, impartiality and honesty. It is every employee’s responsibility to ensure that any inappropriate behavior that may compromise the interest of the Corporation and its stakeholders does not occur. To this end, the Corporation shall implement this Whistleblowing Policy.
II. PURPOSE
This Policy provides the Whistleblower with reporting channels and guidance on whistleblowing. For this purpose, “Whistleblowing” shall refer to a situation where an employee decides to report serious concerns about suspected misconduct, malpractice or irregularities which he has become aware of or genuinely suspects that the Corporation has been or may become involved in. The purpose of this Policy is to encourage employees to disclose any malpractice, misconduct or violation of existing laws, rules and regulations, as well as the Corporation’s corporate governance manual and internal policies that the employee(“Whistleblower”) may become aware of and to provide protection to said employee and his or her witnesses.
It is the management’s responsibility to secure the confidentiality of the Whistleblower and his or her witnesses.
iii. SCOPE AND LIMITATIONS
This Policy is intended to assist employees, regardless of status, to disclose information relevant to the misconduct, malpractice or violation through a confidential reporting channel. This does not in any way further any personal dispute, question financial or business decision nor reconsider any staff matters which may be addressed to some other channels in place.
Whistleblowing matters may include but not limited to:
Malpractice, impropriety or fraud relating to internal controls, accounting, auditing and financial matters;
Violation of the rules and regulations of the Corporation or the Code of Business Conduct and Ethics of the Corporation;
Improper conduct of unethical behavior likely to prejudice the reputation of the Corporation;
Breach of legal or regulatory rules and regulations;
Criminal offense, breach or miscarriage of justice;
Deliberate concealment of any of the aforementioned.
V. PROCESS
An employee who has a legitimate misconduct or malpractice concern can raise the matter directly to the Office of the Corporate Committee, through the Compliance Officer. The Compliance Officer shall review the complaint and decide whether an investigation should proceed.
Disclosures should in writing containing the following material information:
Name of those involved, if any;
Details of the concerns;
Reasons for the concerns; and
Supporting documents, if any, to support the claim
A whistleblower may or may not disclose his personal details. In the event of disclosure, the Office of the Governance Committee shall safeguard his or her personal details and shall treat them as confidential.
The investigation will vary depending on the nature and particular circumstances of each disclosure. The matter may be investigated internally, be referred to an External Auditor; or form the subject of an independent inquiry.
After investigation, the Compliance Officer may pursue the following actions:
Dismiss the whistleblowing report for want of palpable merit;
Submit recommendation to the appropriate department for the discipline of the respondent, upon approval of the Governance Committee;
Endorse the whistleblowing report to the Office of the Governance Committee when the concern is about a director, or office of the Corporation;
Endorse, upon approval of the Governance Committee, to the proper government agency the pursuit of criminal or administrative processes against the respondent;
Enjoin the management to take corrective measures to address the matters raised in the disclosure; and
Consider the whistleblowing report closed and terminated if the response of the respondent is found to be adequate.
VI. MISCELLANEUS
Protection Against Retaliation
The Corporation shall ensure that the Whistleblower who submits the whistleblowing reports in good faith shall be protected and that no retaliation acts against him or her shall be tolerated. The Corporation shall extend all possible assistance to the whistleblower under the law and given the circumstances.
Effectivity
This Code was approved by the Board of Directors on 03 June 2022 and shall take effect immediately.
MICHAEL C. COSIQUIEN
Chairman of the Board of Directors
VERNON AARON R. CRUZ
President
Conflict of Interest Policy
In compliance with the Securities and Exchange Commission’s (SEC”) rules and regulations, the Board of Directors of ISOC Cold Chain Logistics, Inc. (the “Corporation”) hereby adopts this Conflict-of-Interest Policy, subject to the provisions of the Corporate Governance Code, Securities Regulations Code, Philippine Exchange Disclosure Rules, Corporation Code of the Philippines and all applicable laws of the Philippines.
I. Statement of Policy
Transactions which may or may have a potential of being deemed as Conflict-of-Interest transactions are discourage and must be avoided. All business decisions of the Corporation, its directors, officers and employees must be based on the best interest of the Corporation and its verticals. No personal considerations and other relationships must interest with their independent judgment.
The purpose of this Policy is to protect the integrity of the Corporation’s decision-making process, to enable the stakeholders to have confidence in its integrity and to protect the integrity and reputation of the Corporation and its personnel in general.
II. APPLICABILITY
This Policy shall apply to all directors, officers and employees of the Corporation when a Conflict-of-Interest transactions comes across their duties and responsibilities as such of the Corporation. Conflict of Interest applies when any of the Corporations directors, officers or employees’ objectivity in reaching a decision is affected by factors other than the Corporation’s best interests.
Thus, Conflict of Interest may arise in the relation to the directors, officers or employees with third parties in any of the following:
Family members, business or professional associates, friends and other employees;
Persons or entities supplying goods or services to the Corporation and any its affiliates;
Persons or entities with whom the Corporation or any of its affiliates are dealing with or will be dealing with, in connection with purchase or sale of securities, shares of stocks or other personal and real properties which are material in amount;
Competing entities of the Corporation or any its affiliates;
Agencies, associations or entities which affects the business operation of the Corporation or any of its affiliates.
iii. ROLES AND RESPONSIBILITIES
Directors, officers or employees have the responsibility to maintain the highest possible integrity in their service to the Corporation. Any actual or possible conflict of interest must be disclosed to the Corporation through the Compliance Officer. The Audit and Risk Committee must be alerted for any potential conflict of interest situations especially if it concerns any member of the Board or its officers.
The Audit and Risk Committee must ensure that all employees of the Corporation are properly informed and that they understood the provisions of this Policy. Upon receiving regarding an actual or possible conflict of interest, the Audit and Risk Committee shall conduct an investigation. In the event that conflict of interest is determined to be present, the Audit and Risk Committee has the responsibility to resolve the same and provide guidance in managing the conflict of interests.
V. PROCESS OF HANDLING CONFLICT OF INTEREST
Reporting
All directors, officers, or employees are to be oriented about this Policy and must submit a Disclosure Statement on any actual and possible conflict of interest that said director, officer or employee have or may have. This Disclosure Statement must be updated annually thereafter.
Should there be any change on the circumstances of the director, officer or employee within the year, after submission of the Disclosure Statement, which is determined to be an actual or possible conflict of interest, the director, officer or employee must resubmit and update the Disclosure Statement within thirty (30) days after confirmation of the presence of the conflict of interest. Disclosure Statement of the officers and employees shall be course through the Human Resource Department, while Directors shall submit directly to the Audit and Risk Committee.
The Board of Directors, through the Audit and Risk Committee, shall timely establish guidelines and polices on the reporting of a Conflict-of-Interest Transaction to the shareholders.
Investigation and Resolution of Conflict of Interest
Should conflict of interest be raised upon review of the Disclosure Statements of the officers and employees, the Human Resource Department shall refer the matter to the Audit and Risk Committee. The Audit and Risk Committee may establish an investigating committee to do an investigation and shall submit a report to the Audit and Risk Committee, who will in turn issue a final resolution.
Any director, officer or employee found to be in violation of this Policy shall be dealt with in accordance with the Corporation’s Code of Business Conduct and Ethics and the Employee Code of Discipline.
VI. MISCELLANEUS
Amendment of this Policy
This Policy shall not be amended, altered or varied unless such statement, alteration or variation shall have been approved by resolutions of the Board of Directors.
Effectivity
This Code was approved by the Board of Directors on 03 June 2022 and shall take effect immediately.
MICHAEL C. COSIQUIEN
Chairman of the Board of Directors
VERNON AARON R. CRUZ
President
ICCLI Insider Trading Policy
To ensure proper compliance with regulations and regulations prescribed under the Securities Regulations Code (“SRC”), the Board of Directors of ISOC Cold Chain Logistics, Inc. (the “Corporation”) hereby adopts this Insider Trading Policy.
I. Statement of Policy
The Corporation shall abide with the provisions of laws, rules and regulations prescribed in the SRC and shall implement policies and procedures to prevent unauthorized disclosure or misuse of material, non-public information in securities trading.
The purpose of this Policy is to provide guidelines for compliance relating to prohibition of fraud, manipulation and insider trading, and to maintain the confidence and trust of stakeholders by preserving the Corporation’s integrity and ethics business conduct.
II. APPLICABILITY
This Policy shall apply to the Corporation, its subsidiaries and affiliates. It shall apply to all transactions in the Corporation’s securities and shall cover all directors, officers and employees in the organization who receive, have access to or in possession of material, non-public information about the company including advisors, agents consultants and other stakeholders and related parties.
iii. DEFINITION OF TERMS
Blackout Period – means the duration of time wherein the Insider or Covered Persons who are privy to inside information are restricted to trade the Corporation’s securities. The period depends whether the disclosure is Structured or Unstructured, as defined by the PSE’s Revised Disclosure Rules, Penalties and Fines Implementing Guidelines.
For Structured Disclosure, Blackout Period shall be within ten (10) days before and two (2) trading days after the disclosure of structured reports; For Unstructured Disclosures, the period shall be two (2) trading days after disclosure of any material information other than the structured reports.
Insider (or Covered Person) – shall cover any of the following persons in the Corporation and its subsidiaries:
All members of the Board of Directors;;
All Key Officers as specified in the Corporation’s and its subsidiaries’ By-Laws and other similar corporate documents;
All heads and members of the management team;
Consultants and advisers of the Corporation;
All other employees of the Corporation or its subsidiaries with regular access to material non-public information;
Relatives of the above persons who are living in the same household with them.
Material non-public information – refers to any information which (a) has not been generally disclosed to the public and would likely to affect the market price of the security after being disseminated to the public and the lapse of a reasonable time for the market to absorb the information; (b) would be considered by a reasonable person important under the circumstances in determining his course of action whether to buy, sell or hold the security. Such material information include, but not be limited to:
Financial results
Projections of future earnings or losses
Financial liquidity problems
News of a pending or prosed merger
Change in the corporate structure such as re-organization
Acquisition, divesture, or joint venture
Dividend declaration and changes in dividend policy
Stock splits
Stock buy-backs
New significant equity investments or debt offerings
Significant litigation exposure
Major changes in key senior management positions
Public or private sale of company securities and other assets
Relatives -relatives up to the third degree, by consanguinity, affinity or legal adoption, including spouse, parents, children (and their spouses), siblings (and their spouses), nieces, nephews (limited to children of brothers and sisters, and their spouse), grandparents, and aunts and uncles (limited to brothers and sisters); and domestic partners and his relatives up to third degree, by consanguinity, affinity or legal adoption.
Securities - are shares, participation or interests in a corporation or a in a commercial enterprise or profit-making venture and evidence by a certificate, conract, instrument, whether written or electronic in character. They may refer to:
Shares of socks, bonds, debentures, notes, evidences of indebtedness, asset-back securities;
Investment contracts, certificates of interest or participation in a profit-sharing agreement, certificates of deposit for a future subscription;
Derivates like option and warrants;
Certificates of assignments, certificates of participation, trust certificates, voting trust certificates or similar instruments;
Proprietary or non-proprietary membership certificates in corporation; and
Others instruments that may in the future be determined by the SEC.
V. guidelines
Blackout Periods
An Insider or Covered Person is prohibited from buying ,selling, directly or indirectly, listed and publicly traded shares of the Corporation within the Blackout Period. The Compliance Officer is tasked to announce or disseminate Blackout Period at least one (1) week prior to the release of structured reports or one (1) trading day for the unstructured reports. All persons covered by this Policy are responsible for relaying the Blackout Period announcement to their relatives for their guidance. When in doubt, Insider or Covered Person may consult with the Corporation’s Compliance Officer about any plan to trade securities to ensure compliance with this Policy.
Exception to this rule is in case of personal emergency or exceptional situation where the Insider or Covered Person is constrained to trade his shares within the Blackout Period. In this case, the following rules shall be observed:
Insider or Covered Person shall ask permission in writing addressed to the Corporation’s President, or Chairman of the Board, in case of the Insider or Covered Person is the President;
Written permission shall clearly state the date when trading is allowed.
Trading of Directors and Key Officers of the Corporation
As provided in Section 23 of the SRC, every person who is directly or indirectly the beneficial owner of more than ten per centum (10%) of any class of any equity security of a company which satisfies the requirements of subsection 17.2, or who is a director or an officer of the issuer of such security, shall:
within ten (10) days after the effective date of the registration statement for that security, or within ten (10) days after he becomes such beneficial owner, director or officer, subsequent to the effective date of the registration statement, whichever is earlier, file a statement with the Commission, and with an Exchange if the security is listed on that Exchange, on Form 23-A indicating the amount of all equity securities of such issuer of which he is the beneficial owner;
within ten (10) days after the close of each calendar month thereafter, if there has been any change in such ownership during the month, file a statement with the Commission, and with an Exchange if the security is listed on that Exchange, on Form 23-B indicating his ownership at the close of the calendar month and such changes in his ownership as have occurred during that calendar month; and
Notify the Commission if his direct or indirect beneficial ownership of equity securities falls below ten percent (10%), or if he ceases to be an officer or director of the issuer. After filing such notification, he shall no longer be required to file a Form 23-B.
Section 17.2 provides for:
An issuer which has sold a class of its securities pursuant to a registration under section 12 hereof: Provided however, That the obligation of such issuer to file reports shall be suspended for any fiscal year after the year such registration became effective if such issuer, as of the first day of any such fiscal year, has less than one hundred (100) holder of such class securities or such other number as the Commission shall prescribe and it notifies the Commission of such;
An issuer with a class of securities listed for trading on an Exchange; and
An issuer with assets of at least Fifty million pesos (50,000,000.00) or such other amount as the Commission shall prescribe, and having two hundred (200) or more holder each holding at least one hundred (100) share of a class of its equity securities: Provided, however, That the obligation of such issuer to file report shall be terminate ninety (90) days after notification to the Commission by the issuer that the number of its holders holding at least one hundred (100) share reduced to less than one hundred (100).
Section 13.1 of the PSE’s Revised Disclosure Rules requires Issuers must disclose to the Exchange the direct and indirect ownership of its directors and principal officers in its securities within five (5) Trading Days after:
The Issuer’s securities are first admitted in the Official Registry of the Exchange;
a Director is first elected or an Officer is appointed;
any acquisition, disposal, or change in the shareholdings of the Directors and Officers
A Director or a Principal Officer of an Issuer must not deal in the Issuer’s securities during the period within which a material nonpublic information is obtained and up to two (2) full Trading Days after the price sensitive information is disclosed.
Concerned director, or officer of the Corporation shall immediately accomplish a Statement of Changes in Beneficial Ownership and submit the same to the Compliance Officer within one (1) trading day after the occurrence of the event. The Compliance Officer shall ensure that the accomplished Statement shall be submitted within two (2) trading days after the event occurrence.
Penalties
Violation of this Policy shall be subject to disciplinary action in accordance with the SRC rules, PSE Disclosure Rules, Corporation’s Code of Business Ethics and Conduct, and the Employee Code of Discipline, without prejudice to any civil or criminal action which may be filed against the violator.
VI. MISCELLANEUS
Amendment of this Policy
This Policy shall not be amended, altered or varied unless such statement, alteration or variation shall have been approved by resolutions of the Board of Directors.
Effectivity
This Code was approved by the Board of Directors on 03 June 2022 and shall take effect immediately.
MICHAEL C. COSIQUIEN
Chairman of the Board of Directors
VERNON AARON R. CRUZ
President
ICCLI Related Party Transaction Policy
I. Statement of Policy
It is the policy of ISOC Cold Chain Logistics, Inc.’s (the “Corporation”) that all transactions between the Corporation and Related Parties are done in “fair and at arms length” terms and inures to the benefit and best interest of the Corporation and its shareholders as a whole, considering relevant circumstances. All transactions with Related Parties shall be conducted in accordance with the principles of transparency and fairness and shall be properly approved and disclosed in accordance with this Policy.
II. DEFINITION OF TERMS
Related Party - a person or entity that is related to the entity that is preparing its financial statements (in this policy referred to as the “Reporting Entity”).
A Related Party is:
A person or a close member of that person’s family is related to a Reporting Entity if that person is:
Has control or joint control over the Reporting Entity;
Has significant influence over the Reporting Entity; or
Is a member of the key management personnel of the Reporting Entity or a parent of the Reporting Entity.
An entity is related to a Reporting Entity if any of the following conditions applies:
The entity is related to a Reporting Entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others);
One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member);
Both entities are joint venture of the same third party;
One entity is a joint venture of a third party and the other party is an associate of the third party;
The entity is a post-employment benefit plan for the benefit of employees of either the Reporting Entity or an entity related to the Reporting Entity. If the Reporting Entity is itself such a plan, the sponsoring employers are also related to the Reporting Entity;
The entity is controlled or jointly controlled by a person defined in (a);
A person identified in (a) (i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).
Related Party Transaction (RPT) – refers toa transfer of resources, services or goods between a Reporting Entity and a Related Party, regardless of whether a price is charged. This includes outstanding transactions entered into with an unrelated party that subsequently becomes a Related Party.
The following are considered RPTs when performed with a Related Party:
Purchases or sales of goods
Purchases or sales of property and other assets
Rendering or receiving of services
Lease
Transfers of research and development
Transfers under license agreements
Transfers under finance agreements, including loans and equity contributions in case or in kind
Provisions of advances, donations, guarantees or collateral
Settlement of liabilities on behalf of the entity or by the entity on behalf of that Related Party
Material or Significant Related Party Transaction – any transaction, as defined above, done either individually or in aggregate over a twelve (12) month period with the same Related Party, amounting to ten percent (10%) or higher of the Corporation’s total assets based on its latest audited financial statements.
Abusive Material RPTs – refers to material RPT that are not entered into at arm’s length and unduly favors a Related Party.
Materiality Threshold – shall be at ten percent (10%) of the Corporation’s total assets based on its latest audited financial statement. The total assets shall pertain to its total consolidated assets.
Related Party Registry – refers to a record of the organizational and structural composition, including any change thereon, of the Corporation and its related parties.
Substantial Stockholder – refers to any person who is directly or indirectly the beneficial owner of more than ten percent (10%) of any class of its equity security.
Control – an person or entity controls the enterprise when the former is exposed, or has rights, to variable returns from tis involvement with the enterprise and has the ability to affect those returns through its power over the enterprise.
Joint control - the contractually agreed sharing of control of an arrangement, which exists only when decision about the relevant activities require the unanimous consent of the parties sharing control.
Significant influence - the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies
Parent – an entity which has control over another corporation directly or indirectly through one (1) or more intermediaries.
Subsidiary – an entity with more than fifty percent (50%) of the outstanding voting stock of which is directly or indirectly owned, controlled or held with power to vote by its parent corporation.
Associate – an entity over the Corporation holds twenty percent (20%) or more of the voting power, directly or indirectly, or which the Corporation has significant influence. .
Affiliate – refers to an entity linked directly or indirectly to the Corporation through any one or a combination of any of the following:
Ownership, control or power to vote, whether by permanent or temporary proxy or voting trust, or other similar contracts, by a company of at least ten percent (10%) or more of the outstanding voting stock of the Corporation or vice versa;
Interlocking directorship or officership except in cases involving independent directors as defined as existing regulations;
Common stockholders owning at least ten percent (10%) of the outstanding voting stock of the Corporation and the entity; or
Management contract or any arrangement granting power to the Corporation to direct or cause the direction of management and policies of the entity or vice-versa.
Joint Venture – a contractual arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement.
“Fair and at Arm’s Length” – refers to transactions in an open and unrestricted market and between willing parties who are knowledgeable, informed, and who act independently of and without regard to any relationship with each other.
Key Management Personnel – persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director, whether executive or otherwise, of that entity.
Conflict of Interest - a breach of an obligation to the Corporation that has an effect or intention of advancing one’s own interest or the interest of others that is grossly disadvantageous to the interest or potentially harmful to the Corporation.
III. BOARD AND SENIOR MANAGEMENT OVERSIGHT
Board of Directors
The Board of Directors shall be responsible to review and approve all material or significant RPTs to ensure fairness and transparency of transactions. They shall have overall responsibility in ensuring that transactions with Related Parties are handled in a sound and prudent manner, with integrity and in compliance with existing laws, rules and regulations to protect the interest of all stakeholders. For this purpose, the Board of Directors shall:
Adopt policies and procedures that provide mechanism for the proper and timely disclosure of all RPTs to ensure that all RPTs are conducted at Fair and Arm’s Length basis and that no stakeholder r is unduly advantaged.
Approve all material RPTs, particularly: (a) those greater than the Materiality Threshold, (b) renewal or material changes in the terms and conditions of RPTs including but not limited to, changes in the price, interest rate, maturity date, payment terms, commissions, fees, tenor and collateral requirements of RPTs; and(c) the write off of material exposures to Related Parties.
The Board of Directors may require that an RPT approved by it be submitted to the stockholders for consideration and ratification.
Establish an effective system for the identification and monitoring of Related Parties and RPTs, for the continuous review and evaluation of existing relationship between and among businesses and counterparts, and for the identification, measurement, monitoring and control of the risks arising from RPTs;
Ensure maintenance of adequate capital against risk associated with exposures to Related Parties and consideration of risk related to material RPTs;
Oversee the integrity, independence, and effectiveness of the polices and procedures for whistleblowing.
Audit and Risk Committee
The Audit and Risk Committee shall assist the Board of Directors in performing its oversight function to avoid conflicts of interest with Substantial Stockholder, board members, management and other stakeholders. The Audit Committee shall be composed of at least three (3) non-executive directors, majority of whom, including the Chairman, shall be an Independent Director.
The Audit and Risk Committee shall review and approve the audited financial statements, with particular focus on Material or Significant RPTs, among others.
Related Party Transaction Committee
A Related Party Transaction Committee shall be establish and shall be composed of at least three (3) non-executive directors, the majority of whom, including the Chairman, shall be independent directors.
The RPT Committee shall have the following duties and responsibilities:
Evaluates on an ongoing basis existing relations between and among business and counterparties to ensure that all related parties are continuously identified, RPTs are monitored and subsequent changes in relationships with counterparties (from non-related to related and vice versa) are captured. Related parties, RPTs and changes in relationships shall be reflected in the relevant reports to the Board and regulators/supervisors;
Evaluates all material RPTs to ensure that these are not undertaken on more favorable economic terms (e.g., price, commissions, interests rates, fees, tenor collateral requirement) to such related parties than similar transactions with non-related parties under similar circumstances and that no corporate or business resources of the Corporation are misappropriated or misapplied, and to determine any potential reputational risk issues that may arise as a result of or in connection with the transactions. In evaluating RPTs, the Committee takes into account, among others, the following:
The related party’s relationship to the Corporation and interest in the transaction;
The material facts of the proposed RPT, including the proposed aggregate value of such transactions;
The benefits to the Corporation of the proposed RPT;
The availability of other sources of comparable products or services; and
An assessment of whether the proposed RPT is on terms and conditions that are comparable to the terms generally available to an unrelated party under similar circumstances. The Corporation shall have an effective price discovery system in place and exercise due diligence in determining a fair price for RPTs;
Ensures that appropriate disclosure is made, and /or information is provided to regulating and supervising authorities relating to the Corporation’s RPT exposures, and policies on conflicts of interest or potential conflicts of interest. The disclosure shall include information on the approach to managing material conflicts of interest that are inconsistent with such policies, and conflicts that could arise as a result of the Corporation’s affiliation or transaction with other related parties;
Reports to the Board on a regular basis, the status and aggregate exposures to each related party;
Ensure that transactions with related parties, including write-off of exposures are subject to a periodic independent review or audit process;
Oversees the implementation of the system for identifying, monitoring, measuring, controlling and reporting RPTs including a periodic review of RPT policies and procedures; and
Performs other duties and responsibilities as the Committee may deem appropriate within the scope of tis primary functions or as may be assigned by the Board.
The Material or Significant RPTs reviewed and approved during the year shall be disclosed in the Corporation Annual Corporate Governance Report.
IV. COVERAGE OF RPT POLICY
The following shall be considered Covered Related Parties:
Directors, Officers, and Substantial Stockholders;
Spouses and relatives of the Directors, Officers, and Substantial Stockholders within the fourth (4th) civil degree of consanguinity or affinity, if those persons have Control, Joint Control or Significant Influence over the Corporation;
Parent;
Subsidiaries;
Associates;
Affiliates;
Joint Ventures; and
Entities controlled, jointly controlled or significantly influenced or managed by a person who is a Related Party.
In accordance with SEC rules and subject further to the Audit and Risk Committee’s endorsement to the Board for approval, the Materiality Threshold is set at ten percent (10%) of the Corporation’s total assets based on its latest audited financial statements. The total assets shall pertain to its total consolidated assets.
Transactions beyond the Materiality Threshold entered into with an unrelated party but subsequently becomes a Related party may be excluded under this Policy. However, any material changes in the terms and conditions of RPTs which give rise to potential risk to the Corporation after the unrelated party becomes a Related Party shall be dealt in accordance with this Policy.
The imposition of penalties for Abusive RPTs shall be in accordance with the Corporation’s existing policies, SEC rules and regulations, and existing laws and regulations of the Philippines.
V. GOVERNING PRINCIPLES AND PROCESS
Procedures on Disclosures
Each director, officer, and Key Management Personnel is responsible for providing written notice to the RPT Committee of any RPT involving him, her or his or her immediate family member.
Such director, officer of Key Management Personnel shall provide all relevant information about the transaction, including such other information that may requested, that will enable the RPT Committee to effectively perform its functions under this Policy.
In dealing with the shares of the Corporation, the director, officer or Key Management Personnel shall likewise report and disclose the same to the Board, the RPT Committee or the Compliance Officer of the Corporation.
Disclosure of an RPT shall include information about the value of the transaction, outstanding balance, if any, major terms and conditions and guarantees, if any, and any other information as may be requested by the RPT Committee to determine any conflict of interest and potential effect of the relationship.
Approval Process of RPTs
Each Business Unit must be responsible for the determination, full disclosure and reporting of the Corporation’s dealing with a Related Party. They are likewise responsible for securing the approval or endorsement of the RPTs from the respective board committees with delegated authority and for submitting the same proposal to the RPT Committee.
The RPT Committee shall review, approve and endorse to the Board of Directors for final approval all Material RPTs. The Corporate Secretary shall provide the members of the RPT Committee Committee a copy of the agenda to verify whether there are RPTs requiring the RPT Committee Committee’s review/approval/endorsement.
The approval, award, processing and payment of RPT shall follow the same procedures as the other transactions of the Corporation. No unusual privilege shall be accorded to a Related Party.
All Material RPTs, individually or in aggregate within the twelve (12) month period shall be approved by at least two-thirds (2/3) vote of the Board of Directors, with at least majority of the Independent Directors voting to approve the RPT. In case a majority of the Independent Directors is not acquired, the Material RPT may be ratified by the vote of the stockholders representing at least 2/3 vote of the outstanding capital stock.
Directors with personal interests in the transaction should abstain from participating in the discussion and from voting on the said transaction. Their votes shall not be counted for purposes of determining the approval of the transaction.
All Material RPTs approved by the Board, including the nature, terms and conditions, original, outstanding and aggregate balances, justification and other details pertaining to the RPT must be disclosed during the stockholder’s meeting and duly reflected on the Board and Stockholder’s Meeting Minutes.
RPT Reporting
The Business Unit seeking approval of an RPT transaction shall submit to the RPT Committee its proposal. The RPT Committee shall thereafter review, approval and endorse the same to the Board.
Upon approval by the Board, but prior to the execution of the RPT, the Business Unit shall report the matter to the Corporate Secretary. Within three (3) days from execute date, the Corporate Secretary must file an Advisement Report with the SEC of the said Material RPT.
Material RPTs shall be disclosed by the Corporate Secretary through the Corporation’s Annual Corporate Governance Report to be submitted every 30th of May of each year.
VI. SANCTIONS
RPTs entered into in violation of any provisions of the Policy, any applicable law or relevant rules and regulations may be nullified or revoked. A director, officer, employee or Related Party concerned shall be dealt accordingly in accordance with the Corporation’s Code of Business Conduct and Ethics.
VII. MISCELLANEOUS
Assessment and Monitoring
The RPT Committee shall review this Policy every three (3) years or as may be needed. Amendment to this Policy must be approved by resolution of the Board.
The Internal Audit shall conduct a periodic review of the effectiveness of the Corporation’s systems and internal controls governing Material RPTs. The resulting audit reports including excerptions or breaches in limits, shall be communicated to the Audit and Risk Committee.
Effectivity
This Code was approved by the Board of Directors on 03 June 2022 and shall take effect immediately.
MICHAEL C. COSIQUIEN
Chairman of the Board of Directors
VERNON AARON R. CRUZ
President
ICCLI Anti Corruption and Bribery
I. Statement of Policy
It is the policy of ISOC Cold Chain Logistics, Inc.’s (the “Corporation”) that all transactions between the Corporation and Related Parties are done in “fair and at arms length” terms and inures to the benefit and best interest of the Corporation and its shareholders as a whole, considering relevant circumstances. All transactions with Related Parties shall be conducted in accordance with the principles of transparency and fairness and shall be properly approved and disclosed in accordance with this Policy.
II. DEFINITION OF TERMS
Related Party - a person or entity that is related to the entity that is preparing its financial statements (in this policy referred to as the “Reporting Entity”).
A Related Party is:
A person or a close member of that person’s family is related to a Reporting Entity if that person is:
Has control or joint control over the Reporting Entity;
Has significant influence over the Reporting Entity; or
Is a member of the key management personnel of the Reporting Entity or a parent of the Reporting Entity.
An entity is related to a Reporting Entity if any of the following conditions applies:
The entity is related to a Reporting Entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others);
One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member);
Both entities are joint venture of the same third party;
One entity is a joint venture of a third party and the other party is an associate of the third party;
The entity is a post-employment benefit plan for the benefit of employees of either the Reporting Entity or an entity related to the Reporting Entity. If the Reporting Entity is itself such a plan, the sponsoring employers are also related to the Reporting Entity;
The entity is controlled or jointly controlled by a person defined in (a);
A person identified in (a) (i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).
Related Party Transaction (RPT) – refers toa transfer of resources, services or goods between a Reporting Entity and a Related Party, regardless of whether a price is charged. This includes outstanding transactions entered into with an unrelated party that subsequently becomes a Related Party.
The following are considered RPTs when performed with a Related Party:
Purchases or sales of goods
Purchases or sales of property and other assets
Rendering or receiving of services
Lease
Transfers of research and development
Transfers under license agreements
Transfers under finance agreements, including loans and equity contributions in case or in kind
Provisions of advances, donations, guarantees or collateral
Settlement of liabilities on behalf of the entity or by the entity on behalf of that Related Party
Material or Significant Related Party Transaction – any transaction, as defined above, done either individually or in aggregate over a twelve (12) month period with the same Related Party, amounting to ten percent (10%) or higher of the Corporation’s total assets based on its latest audited financial statements.
Abusive Material RPTs – refers to material RPT that are not entered into at arm’s length and unduly favors a Related Party.
Materiality Threshold – shall be at ten percent (10%) of the Corporation’s total assets based on its latest audited financial statement. The total assets shall pertain to its total consolidated assets.
Related Party Registry – refers to a record of the organizational and structural composition, including any change thereon, of the Corporation and its related parties.
Substantial Stockholder – refers to any person who is directly or indirectly the beneficial owner of more than ten percent (10%) of any class of its equity security.
Control – an person or entity controls the enterprise when the former is exposed, or has rights, to variable returns from tis involvement with the enterprise and has the ability to affect those returns through its power over the enterprise.
Joint control - the contractually agreed sharing of control of an arrangement, which exists only when decision about the relevant activities require the unanimous consent of the parties sharing control.
Significant influence - the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies
Parent – an entity which has control over another corporation directly or indirectly through one (1) or more intermediaries.
Subsidiary – an entity with more than fifty percent (50%) of the outstanding voting stock of which is directly or indirectly owned, controlled or held with power to vote by its parent corporation.
Associate – an entity over the Corporation holds twenty percent (20%) or more of the voting power, directly or indirectly, or which the Corporation has significant influence. .
Affiliate – refers to an entity linked directly or indirectly to the Corporation through any one or a combination of any of the following:
Ownership, control or power to vote, whether by permanent or temporary proxy or voting trust, or other similar contracts, by a company of at least ten percent (10%) or more of the outstanding voting stock of the Corporation or vice versa;
Interlocking directorship or officership except in cases involving independent directors as defined as existing regulations;
Common stockholders owning at least ten percent (10%) of the outstanding voting stock of the Corporation and the entity; or
Management contract or any arrangement granting power to the Corporation to direct or cause the direction of management and policies of the entity or vice-versa.
Joint Venture – a contractual arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement.
“Fair and at Arm’s Length” – refers to transactions in an open and unrestricted market and between willing parties who are knowledgeable, informed, and who act independently of and without regard to any relationship with each other.
Key Management Personnel – persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director, whether executive or otherwise, of that entity.
Conflict of Interest - a breach of an obligation to the Corporation that has an effect or intention of advancing one’s own interest or the interest of others that is grossly disadvantageous to the interest or potentially harmful to the Corporation.
III. BOARD AND SENIOR MANAGEMENT OVERSIGHT
Board of Directors
The Board of Directors shall be responsible to review and approve all material or significant RPTs to ensure fairness and transparency of transactions. They shall have overall responsibility in ensuring that transactions with Related Parties are handled in a sound and prudent manner, with integrity and in compliance with existing laws, rules and regulations to protect the interest of all stakeholders. For this purpose, the Board of Directors shall:
Adopt policies and procedures that provide mechanism for the proper and timely disclosure of all RPTs to ensure that all RPTs are conducted at Fair and Arm’s Length basis and that no stakeholder r is unduly advantaged.
Approve all material RPTs, particularly: (a) those greater than the Materiality Threshold, (b) renewal or material changes in the terms and conditions of RPTs including but not limited to, changes in the price, interest rate, maturity date, payment terms, commissions, fees, tenor and collateral requirements of RPTs; and(c) the write off of material exposures to Related Parties.
The Board of Directors may require that an RPT approved by it be submitted to the stockholders for consideration and ratification.
Establish an effective system for the identification and monitoring of Related Parties and RPTs, for the continuous review and evaluation of existing relationship between and among businesses and counterparts, and for the identification, measurement, monitoring and control of the risks arising from RPTs;
Ensure maintenance of adequate capital against risk associated with exposures to Related Parties and consideration of risk related to material RPTs;
Oversee the integrity, independence, and effectiveness of the polices and procedures for whistleblowing.
Audit and Risk Committee
The Audit and Risk Committee shall assist the Board of Directors in performing its oversight function to avoid conflicts of interest with Substantial Stockholder, board members, management and other stakeholders. The Audit Committee shall be composed of at least three (3) non-executive directors, majority of whom, including the Chairman, shall be an Independent Director.
The Audit and Risk Committee shall review and approve the audited financial statements, with particular focus on Material or Significant RPTs, among others.
Related Party Transaction Committee
A Related Party Transaction Committee shall be establish and shall be composed of at least three (3) non-executive directors, the majority of whom, including the Chairman, shall be independent directors.
The RPT Committee shall have the following duties and responsibilities:
Evaluates on an ongoing basis existing relations between and among business and counterparties to ensure that all related parties are continuously identified, RPTs are monitored and subsequent changes in relationships with counterparties (from non-related to related and vice versa) are captured. Related parties, RPTs and changes in relationships shall be reflected in the relevant reports to the Board and regulators/supervisors;
Evaluates all material RPTs to ensure that these are not undertaken on more favorable economic terms (e.g., price, commissions, interests rates, fees, tenor collateral requirement) to such related parties than similar transactions with non-related parties under similar circumstances and that no corporate or business resources of the Corporation are misappropriated or misapplied, and to determine any potential reputational risk issues that may arise as a result of or in connection with the transactions. In evaluating RPTs, the Committee takes into account, among others, the following:
The related party’s relationship to the Corporation and interest in the transaction;
The material facts of the proposed RPT, including the proposed aggregate value of such transactions;
The benefits to the Corporation of the proposed RPT;
The availability of other sources of comparable products or services; and
An assessment of whether the proposed RPT is on terms and conditions that are comparable to the terms generally available to an unrelated party under similar circumstances. The Corporation shall have an effective price discovery system in place and exercise due diligence in determining a fair price for RPTs;
Ensures that appropriate disclosure is made, and /or information is provided to regulating and supervising authorities relating to the Corporation’s RPT exposures, and policies on conflicts of interest or potential conflicts of interest. The disclosure shall include information on the approach to managing material conflicts of interest that are inconsistent with such policies, and conflicts that could arise as a result of the Corporation’s affiliation or transaction with other related parties;
Reports to the Board on a regular basis, the status and aggregate exposures to each related party;
Ensure that transactions with related parties, including write-off of exposures are subject to a periodic independent review or audit process;
Oversees the implementation of the system for identifying, monitoring, measuring, controlling and reporting RPTs including a periodic review of RPT policies and procedures; and
Performs other duties and responsibilities as the Committee may deem appropriate within the scope of tis primary functions or as may be assigned by the Board.
The Material or Significant RPTs reviewed and approved during the year shall be disclosed in the Corporation Annual Corporate Governance Report.
IV. COVERAGE OF RPT POLICY
The following shall be considered Covered Related Parties:
Directors, Officers, and Substantial Stockholders;
Spouses and relatives of the Directors, Officers, and Substantial Stockholders within the fourth (4th) civil degree of consanguinity or affinity, if those persons have Control, Joint Control or Significant Influence over the Corporation;
Parent;
Subsidiaries;
Associates;
Affiliates;
Joint Ventures; and
Entities controlled, jointly controlled or significantly influenced or managed by a person who is a Related Party.
In accordance with SEC rules and subject further to the Audit and Risk Committee’s endorsement to the Board for approval, the Materiality Threshold is set at ten percent (10%) of the Corporation’s total assets based on its latest audited financial statements. The total assets shall pertain to its total consolidated assets.
Transactions beyond the Materiality Threshold entered into with an unrelated party but subsequently becomes a Related party may be excluded under this Policy. However, any material changes in the terms and conditions of RPTs which give rise to potential risk to the Corporation after the unrelated party becomes a Related Party shall be dealt in accordance with this Policy.
The imposition of penalties for Abusive RPTs shall be in accordance with the Corporation’s existing policies, SEC rules and regulations, and existing laws and regulations of the Philippines.
V. GOVERNING PRINCIPLES AND PROCESS
Procedures on Disclosures
Each director, officer, and Key Management Personnel is responsible for providing written notice to the RPT Committee of any RPT involving him, her or his or her immediate family member.
Such director, officer of Key Management Personnel shall provide all relevant information about the transaction, including such other information that may requested, that will enable the RPT Committee to effectively perform its functions under this Policy.
In dealing with the shares of the Corporation, the director, officer or Key Management Personnel shall likewise report and disclose the same to the Board, the RPT Committee or the Compliance Officer of the Corporation.
Disclosure of an RPT shall include information about the value of the transaction, outstanding balance, if any, major terms and conditions and guarantees, if any, and any other information as may be requested by the RPT Committee to determine any conflict of interest and potential effect of the relationship.
Approval Process of RPTs
Each Business Unit must be responsible for the determination, full disclosure and reporting of the Corporation’s dealing with a Related Party. They are likewise responsible for securing the approval or endorsement of the RPTs from the respective board committees with delegated authority and for submitting the same proposal to the RPT Committee.
The RPT Committee shall review, approve and endorse to the Board of Directors for final approval all Material RPTs. The Corporate Secretary shall provide the members of the RPT Committee Committee a copy of the agenda to verify whether there are RPTs requiring the RPT Committee Committee’s review/approval/endorsement.
The approval, award, processing and payment of RPT shall follow the same procedures as the other transactions of the Corporation. No unusual privilege shall be accorded to a Related Party.
All Material RPTs, individually or in aggregate within the twelve (12) month period shall be approved by at least two-thirds (2/3) vote of the Board of Directors, with at least majority of the Independent Directors voting to approve the RPT. In case a majority of the Independent Directors is not acquired, the Material RPT may be ratified by the vote of the stockholders representing at least 2/3 vote of the outstanding capital stock.
Directors with personal interests in the transaction should abstain from participating in the discussion and from voting on the said transaction. Their votes shall not be counted for purposes of determining the approval of the transaction.
All Material RPTs approved by the Board, including the nature, terms and conditions, original, outstanding and aggregate balances, justification and other details pertaining to the RPT must be disclosed during the stockholder’s meeting and duly reflected on the Board and Stockholder’s Meeting Minutes.
RPT Reporting
The Business Unit seeking approval of an RPT transaction shall submit to the RPT Committee its proposal. The RPT Committee shall thereafter review, approval and endorse the same to the Board.
Upon approval by the Board, but prior to the execution of the RPT, the Business Unit shall report the matter to the Corporate Secretary. Within three (3) days from execute date, the Corporate Secretary must file an Advisement Report with the SEC of the said Material RPT.
Material RPTs shall be disclosed by the Corporate Secretary through the Corporation’s Annual Corporate Governance Report to be submitted every 30th of May of each year.
VI. SANCTIONS
RPTs entered into in violation of any provisions of the Policy, any applicable law or relevant rules and regulations may be nullified or revoked. A director, officer, employee or Related Party concerned shall be dealt accordingly in accordance with the Corporation’s Code of Business Conduct and Ethics.
VII. MISCELLANEOUS
Assessment and Monitoring
The RPT Committee shall review this Policy every three (3) years or as may be needed. Amendment to this Policy must be approved by resolution of the Board.
The Internal Audit shall conduct a periodic review of the effectiveness of the Corporation’s systems and internal controls governing Material RPTs. The resulting audit reports including excerptions or breaches in limits, shall be communicated to the Audit and Risk Committee.
Effectivity
This Code was approved by the Board of Directors on 03 June 2022 and shall take effect immediately.
MICHAEL C. COSIQUIEN
Chairman of the Board of Directors
VERNON AARON R. CRUZ
President
ICCLI Code of Business Conduct and Ethics
I. Statement of Policy
The Board of Directors of ISOC Cold Chain Logistics, Inc.’s (the “Corporation”) hereby adopts this Code of Business Conduct and Ethics that provides for professional and ethical behavior and articulates the acceptable and unacceptable conduct, and practices in internal and external which govern the Corporation’s Board, senior management, officers, and employees (“Covered Parties”) in all their acts, functions and dealings.
This Code shall serve as the embodiment of the Corporation’s unwavering dedication to uphold the fundamental corporate principles of fairness, accountability, integrity and transparency. As such, this Code seeks to establish the basic standards of ethical and legal conduct, outline mechanism for identifying or reporting ethical or legal violations in the organization and provide safeguards to prevent or determine instances of infractions or breach of ethical standards.
This Code is not intended to provide a comprehensive document meant to cover all ethical issues that the Corporation may encounter in its operations. As such, it shall be understood that the Code merely provides a general outline for the Covered Parties on how to conduct themselves in the decisions, transactions and interactions internal or external in alignment with these corporate principles when performing their respective duties and responsibilities.
This Code shall be disseminated to all the Covered Parties and disclosed to the public through the company website.
II. Standards of Business Conduct and Ethics
This Code is intended to be used as reference by the Covered Parties on the current guidelines related to the corporate principles when performing their respective duties and responsibilities. The Covered Parties shall observe and comply with the following ethical principles and practices:
Compliance
The Covered Parties shall comply with all laws, rules and regulations governing the business operations of the company. In the performance of their duties, the Covered Parties shall, at all times, be aware of and adhere to the requirements and restrictions imposed by laws, rules and regulations and the Corporation’s standards, policies, rules and procedures. In case of complex legal questions or interpretation of applicable laws, rules or regulations, the same may be referred to the Compliance Officer of the general counsel of the Corporation.
Fair Dealing and Policy Against Insider Trading
The Covered Parties are reasonably expected to observe fairness and candor in dealing with other stakeholders of the Corporation.
The Covered Parties shall treat everyone with respect and shall be guided by professionalism, integrity and good faith in transactions with and obligations to the other stakeholders.
The Covered Parties shall avoid taking undue advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other form of deceptive practice.
The Covered Parties shall not engaged in the trade, purchase or sale, or otherwise recommend that another person trade or deal, the Corporation’s securities (or related derivative securities) where s/he is in possession of material information concerning the Corporation that has not been disclosed to the public.
The Covered Parties shall not personally benefit on businesses or opportunities that are discovered through the use of the property, information or position of the Corporation. The Covered Parties owe a duty to the Corporation to advance its legitimate interests when the opportunity to do so arises.
Conflict of Interest
The Covered parties shall act in the best interest of the Corporation and avoid activities, situations or associations which could impair their ability to perform their work in the Corporation’s best interest or where even the appearance of a conflict of interest may arise. A Conflict of Interest occurs when:
The private interest of a Covered Party interferes or appears to interfere in any way with the interests of the Corporation as a whole; or
The Covered party takes action or has interests that make or appear to make it difficult to perform his or her work objectively and effectively.
Possible conflict of interest situations include, but not limited to, the following:
Corporate Opportunity
Covered Parties should not take for themselves opportunities acquired through the use of corporate property, information or influence for personal gain, to compete with the Corporation, or act against its best interest.
Relationships
Covered Parties should avoid any actual or apparent conflict of interest and any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest.
Gifts
The Corporation restricts the solicitation or acceptance of gifts in any form from a third person in consideration of any act, omission or transaction with the Corporation which would favorable to such third person with existing or intended business dealings with the Corporation.
Restriction shall not apply to: a) gift of nominal value voluntarily given by a third person to a Covered Party as a souvenir or out of courtesy; or b) a gift given for charitable projects for the benefit of the poor or the general public.
Outside investments
Covered Parties should avoid taking part in or influencing decisions of the Corporation involving business transactions with entities in which we have a personal relationship or substantial financial interest.
Outside employment
Covered Parties should avoid activities and interests that could significantly affect the objective or effective performance of their duties and responsibilities in the Corporation or which presents a situation that could compete or go against the interests of the Corporation, including business interests or unauthorized employment outside the Corporation.
In view of the foregoing, the following shall be strictly observed:
Any possible conflict of interest by a Covered Party of the Corporation shall be promptly and fully disclosed to the Audit and Risk Committee of the Corporation.
In case where the Covered Party is unsure whether an act or transaction would result in any conflict-of-interest situation, the Covered Party shall consult with the Audit and Risk Committee of the Corporation (in case of a Director), the Compliance Officer (in case of an officer) or his or her immediate supervisor (in case of an employee).
Financial Reports and Public Disclosure
The Corporation is fully committed in ensuring that the financial reports and disclosures regarding the Corporation’s business, financial condition and results of operations are accurately, completely and timely provided to the public and to the stakeholders of the Corporation. The Corporation shall ensure that it complies with all disclosure requirements of the Securities and Exchange Commission and other government agencies or regulators.
The directors, principal financial officers and other employees of the Corporation shall be primarily responsible for ensuring that all of the Corporation’s financial reports and disclosures are full, fair, accurate, timely and compliant with the generally accepted principles and all standards, laws and regulations for accounting and financial reporting of transactions, estimates and forecasts.
Policy Against Bribery and Corrupt Practices
The Corporation adopts a strict policy against providing or receiving bribes, kickbacks and other payoffs and benefits to or from suppliers or customers.
The Covered Parties shall avoid the commission of any act that may be construed as direct or indirect bribery and corruption, as defined by law, of government officials to facilitate any transaction or gain any perceived or actual favor or advantage. No excessive fees, commissions or other payments will be made, so as to avoid the impression that a bribe or other improper payment is being made.
Confidentiality and Proper Use of Property
Any Covered Party who will have access to confidential information in the course of his or her service or employment to the Corporation shall not make any unauthorized disclosures, infringement or use of the same. Confidential Information shall not be used for personal gain. The obligation shall continue despite separation from the Corporation or termination of his or her services.
Confidential Information entrusted by the Corporation’s clients and partners shall likewise not be disclosed without the client or the partner’s written consent unless such disclosure is required by law. Such information shall not be used for personal or unauthorized reasons.
Personal and unauthorized use of company assets is prohibited. Company assets shall include intellectual property and proprietary information. Covered Party shall use company assets with due care and all loss, damage, theft or misuse of the same should be immediately reported to the Corporation for appropriate action.
Shareholders and Investors Relations
The Corporation respects and protects the rights of the shareholders, including their right to a fair return of their investment. In this regard, the Corporation shall restrict or minimize the undertaking of risk so as not to jeopardize shareholder value. The Corporation shall fully assess and manage risks involved in undertaking strategies, acquisitions, activities, products, services and other business endeavors and adopt strategies, actions, decisions and transactions based on increasing shareholder value.
Employee Relations
Harassment and unlawful discrimination are strictly prohibited. The Corporation shall ensure fair and respectful treatment of its employees. All Covered Parties of the Corporation shall cultivate an environment which promotes fairness, integrity, professionalism and respect towards one another.
Community Relations
The Corporation supports socio-economic projects that improve the lives of the people it serves. As such, the conduct of business and maintenance of the workplace is accordance with applicable health, safety and environment laws.
III. Whistle BLOWING POLICY
Reporting of Violations
All Covered parties are required to promptly report any instance or reasonably suspected violation of this Code to the management of the Corporation. The Board shall ensure that the Corporation encourages employees to report to their immediate supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation. Directors should ensure that the Corporation has an effective means for employees to report violations of laws, rules, regulations or the Corporation’s Code of Business Conduct and Ethics.
For this purpose, violations of the applicable laws, rules, regulations and this Code shall be reported as follows:
A Director or Executive Officer shall report any know or suspected violation of this Code to the Chairman of the Governance Committee.
An employee or personnel, who believes s/he has reasonable ground to support an instance of suspected violation of the applicable laws, rules, regulations and this Code, shall report this matter to the attention of his or her immediate supervisor, who in turn shall determine if there is a reasonable ground to support the complaint. Upon determination of the existence of a reasonable ground, the immediate supervisor shall formalize the report in a written complaint and submit to the human resource department.
If the immediate supervisor is the subject of the complaint, the employee shall director his or her complaint to the head of the human resource department.
Any compliant against a Director or Executive Officer received by the human resources department shall be directed to the Corporate Governance Committee.
The written complaint must clearly identify the individuals involved, the facts and the grounds relied upon. If the written complaint is found to be insufficient, the complainant may be asked to submit clarificatory statement or supporting documents.
If the complaint is found to be sufficient, the Director, Officer or Employee shall be informed of the complaint against him or her without disclosing the name and personal details of the complainant.
Investigation of Reported Violations
If the complaint is found to be sufficient, an investigation shall be promptly made by the Governance Committee or the human resource department, as the case may be. Any decision made on the written complaint, after proper consideration and investigation, shall be disclosed to the complainant and the Director, Officer or Employee concerned.
Non-Retaliation Policy
The intimidation or imposition of any form of retribution against any Covered Party who resorted to the foregoing mechanism in good faith to report suspected violations shall be strictly prohibited. Any reprisal or retaliation against an employee in violation of this policy shall be subject to disciplinary action, including potential termination of employment.
All complaints or reported violations of the laws, rules, regulations and this Code shall be promptly investigated. The privacy of the reporting persons will be protected to its fullest extent necessary for a proper conduct of the investigation. If the investigation substantiates the complaint, immediate corrective action designed to stop the discrimination and prevent its recurrence shall be taken.
IV. Disciplinary Measures
Any person violating the applicable laws, rules, regulations and this Code shall be held accountable. The Corporation shall promptly impose the appropriate disciplinary action against any identified violation pursuant to procedures provided in this Code. The disciplinary measures which may be imposed upon any person found guilty of such violation shall include, but not be limited to, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment and restitution.
V. Effectivity
This Code was approved by the Board of Directors on 03 June 2022 and shall take immediately.
MICHAEL C. COSIQUIEN
Chairman of the Board of Directors
VERNON AARON R. CRUZ
President
ICCLI Suppliers Code of Conduct
SUPPLIER’S CODE OF CONDUCT
ISOC Cold Chain Logistics, Inc. (the “Corporation”) is committed to ensure that is operates with the highest ethical business standards and integrity. To keep that trust intact and placed in us, the Corporation expects its suppliers and business partners to commit to our high standards of integrity, values and operating principles. This Supplier’s Code of Conduct (“Code”) outlines the Corporation’s expectations and guidelines with respect to responding sourcing, commitment to human rights, the environment, health and safety and quality, business ethics and sustainability.
The Corporation expects its suppliers and business partners to fully comply with all applicable laws and adhere to the internationally recognized standards relating to the environment, and social and corporate governance. Thus, it is the responsibility of the suppliers and business partners to ensure that their own suppliers and business partners to also comply to such standards and would not violate this Code.
By accepting the Corporation’s Purchase Order, Contract or any Agreement signifying engagement, or partnership with the Corporation, the supplier acknowledges its acceptance and adhere to the provisions of this Code and as such will strictly comply with its requirements.
I. SCOPE AND LIMITATION
This Code shall apply to all suppliers of the Corporation and its subsidiaries (collectively referred to herein as “ORCA”). By supplying goods or services to ORCA, suppliers shall be deemed to have accepted the applicability of the provisions of this Code, and thus necessarily part of the Purchase Order, Contract or any Agreement evidencing the parties’ contractual relationship.
II. COMPLIANCE WITH LAWS
Anti-Corruption and Bribery
The Corporation is fully committed to eliminate any form of corruption and bribery in the business transactions. Thus, the suppliers are expected to be fully compliance with the applicable laws and regulations on the anti-corruption and bribery, as well as the Corporation’s Anti-Corruption and Bribery Policy.
Suppliers should ensure that they are not acting corruption and should avoid any form of corruption, including briber, facilitation payments, extortion, money laundering and other illegal and unethical gratuities.
Data Privacy
Suppliers must protect confidential information of others, including personal data. This protection must include prevention of unauthorized access,, reproduction, use, destruction or disclosure, through the appropriate security measures implemented for that purpose.
Suppliers must comply with the Non-Disclosure Agreements executed, as well as the Data Privacy Act of 2012, including all its implementing rules and regulations.
Competition and Anti-Trust
Suppliers shall conduct their business that foster fairness and transparency and in line with free competition, all applicable laws in anti-trust and should not behave in any manner which is anti-competitive.
III. EMPLOYMENT PRACTICES
Child Labor
Supplier shall only employ individuals who meet the applicable legal minimum age and should abide by the Special Protection of Child Abuse or the Republic Act No. 7610¸ ILO Convention 138 & 182 and United Nations Convention on the Rights of the Child (1989) and all relevant national and international laws, regulations and provisions applicable in their country of production or operations.
Forced Labor and Human Trafficking
The Corporation does not support any form of abuse in the manufacturing, delivery of goods or performance of services. Supplier shall not utilize any form of forced labor, illegal labor, human trafficking or slavery.
Wages and Hours of Work
Suppliers must pay the proper wages and benefits to its employees or business partners that comply with applicable laws, rules and regulations, including but not limited to minimum wage, overtime, maximum hours, and meal and rest periods. Suppliers must also accord its employees and business partners all relevant rights under the applicable labor laws.
Non-discrimination
Supplier shall not discriminate with regard to workers’ race, religion, beliefs, gender, marital or maternal status, age, political affiliation, national origin, disability, sexual orientation or any other basis. Supplier shall based its decision with respect to hiring, salary, benefits, promotion or termination of its workers on skill and ability.
Harassment
Supplier shall not engage, support or allow any form of physical abuse, sexual, harassment or intimidation. All disciplinary actions must be fair, proportionate and fully compliance with labor laws.
iv. ETHICAL BUSINESS PRACTICES
Fair, Ethical and Compliant Business Conduct
Suppliers are expected to conduct their business ethically and lawfully, and in accordance with the highest ethical standards and control to prohibit and detect misuse of company assets, corruption , bribery, improper gifts, extortion, embezzlement and appearance of conflict of interest.
Conflict of Interest, Gifts, Entertainment and Donations
In order to prevent conflict of interest, Suppliers shall not engage in any form of improper payments, offers or solicitation to ORCA, its directors, officers or employees. Hospitality and gifts may be offered and received only in the normal course of business and should not be seen to generate any actual or perceived conflict of interest. Any hospitality or gifts should not be excessive or regular and must be in accordance with the Corporation’s policy on gifts. Supplier likewise shall abide by the ORCA’s Conflict of Interest Policy, Gifts and Code of Business Conduct and Ethics.
Confidentiality
Suppliers and business partners with access to ORCA’s confidential information should not disclose the same to any other person without the written consent of ORCA. Suppliers must protect and safeguard these confidential information and use them in accordance with the purpose to which it was provided. All confidential and personal information acquired through proposals, negotiations, bidding and the like must not be reproduced, used, or disclosed to any other third party.
v. health, safety, enviroment and quality
Suppliers are expected to provide a safe and healthy working environment that protects the well being of all stakeholders. Suppliers should meet the generally and internationally recognized healthy, safety and environment and quality standards in order to deliver good or perform services. Supplier shall at all times ensure that all adequate measures to protect the stakeholders are in place.
VI. MANAGEMENT SYSTEMS
Suppliers shall implement management systems to comply with all applicable laws, rules and regulations, and ORCA policies and procedures. Supplier must be prepared for any disruption in the works which includes business continuity and disaster recovery plans to protect all stakeholders as well as the environment.
VII. NON-COMPLIANCE
ORCA reserves its right to audit the works provided by the Supplier to determine its compliance with this provision, and all applicable contractual terms. Any breach of these provisions may be considered a material breach of contract by the Supplier to which ORCA reserves the right to exercise its rights in accordance with its contractual obligations.
