Corporate Policies

The Board of Directors and Management of SPC Power Corporation hereby commit themselves to the principles and guidelines contained in this Manual, and acknowledged that the same shall guide the attainment of its corporate goals.

This Manual shall institutionalize the principles of good corporate governance in the entire organization.

The Board of Directors and Management, employees and shareholders, believe that corporate governance is a necessary component of what constitutes sound strategic business management and will therefore undertake every effort necessary to create awareness thereof within the organization.

Manual on Corporate Governance

The Code of Business Conduct and Ethics of the SPC Power Corporation is in conformity with the objectives of the Code of Corporate Governance for Publicly Listed Companies which is “to instill an ethical corporate culture that pervades throughout the Company.

SPC Code of Business Conduct and Ethics

The Code of Corporate Governance for Publicly- Listed Companies provide that the “Board should set the tone and make a stand against corrupt practices by adopting an anti-corruption policy and program in its Code of Conduct. Further, the Board should disseminate the policy and program to employees across the organization through trainings to embed them in the company’s culture.”

The Company has an open policy that actively promotes honest and highest ethical behavior possible in all its business dealings and activities.

SPC Power Corporation employees, executive officers and directors who have knowledge or reasonably believe that an applicable law, regulation, policy or ethical guideline has been, is being or about to be or may be, violated must promptly report such information to any independent director of the Board, or Compliance Officer of the Company.

The Board, through the Corporate Governance Committee (CGC), shall establish a suitable framework for whistleblowing that allows employees, executive officers and directors to freely communicate their concerns about illegal or unethical practices, without fear of retaliation and to have direct access to an independent member of the Board or the Compliance Officer on whistle blowing concerns. The CGC should be conscientious in establishing the framework, as well as in supervising and ensuring its enforcement.

The Company adopts the principles of the Code of Corporate Governance for Publicly-listed Companies (CCG-PLCs) on related –party transactions. The CCG-PLCs provides that the “Board should have the overall responsibility in ensuring that there is a group-wide policy and system governing related party transactions (RPTs) and other unusual or infrequently occurring transactions, particularly those which pass certain thresholds of materiality.

The policy should include the appropriate review and approval of material or significant RPTs, which guarantee fairness and transparency of the transactions. The policy should encompass all entities within the group, taking account their size, structure, risk profile and complexity of operations.”

Thus, the Company, through its Board Audit Committee, shall initiate policies and measures geared towards prevention of abuse and promotion of transparency, and in compliance with applicable laws and regulations to protect the interest of all shareholders.

The content of the RPT Policy to be formalized by the Board Audit Committee shall cover among others:

• Definition of related parties;
• Coverage of RPT policy;
• Guidelines in ensuring arm’s-length terms;
• Identification and prevention or management of potential or actual conflicts of interest which arise;
• Adoption of materiality thresholds;
• Internal limits for individual and aggregate exposures;
• Whistle-blowing mechanisms, and
• Restitution of losses and other remedies for abusive RPT

Policy of the SPC Power Corporation on Material Related Party Transactions

Pursuant to the Code of Corporate Governance for Publicly-Listed Companies (CGCPLCs), “the Board should oversee that an appropriate internal control system is in place, including setting up a mechanism for monitoring and managing potential conflicts of interest of the Management, board members, and shareholders. The Board should also approve the Internal Audit Charter.”

Based on the foregoing, the Company hereby establishes a Conflict-of-Interest Policy. The Board of Directors, o􀆯icers, and all employees shall at all times avoid any conflict of interest. The Company’s business interest shall in all cases be given preeminence over the personal interests of all employees.

The Board, through the Corporate Governance Committee, shall ensure the implementation of this policy by formally establishing an appropriate internal control system, including setting up a mechanism for monitoring and managing potential conflicts of interest of the Management, board members, employees, and shareholders.

The Company adheres to fair and transparent principles of trading its securities. Thus, the Company, its directors, o􀆯icers, and employees are bound to strictly observe the provisions of the Corporation Code, the Securities Regulations Code, and its Implementing Rules and Regulations on prohibitions on fraud, manipulation, and Insider Trading.