Conflict of Interest Policy - Template, Sample Form Pro · PH-law

CONFLICT OF INTEREST POLICY

§ I. BACKGROUND AND DECLARATION OF POLICY

It is the policy of ________, a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office address at ________ and Securities and Exchange Commission (SEC) Registration No. ________ (the “Company”), to exercise fairness, impartiality, transparency, and the highest standards of integrity in all its transactions for the benefit of the Company and all its stakeholders. This Policy is adopted in accordance with the Revised Corporation Code of the Philippines (Republic Act No. 11232), the SEC Code of Corporate Governance, and the relevant provisions of the Civil Code of the Philippines and the Labor Code of the Philippines. In this regard, the Company emphasizes the need to avoid any conflict of interest by identifying, disclosing, and resolving any actual, potential, or perceived conflict of interest between the Company, on the one hand, and its directors, officers, employees, and consultants, on the other.

§ II. SCOPE AND COVERAGE

This Policy applies to the Company's current and potential members of the Board of Directors, officers, employees, and consultants (collectively, “Covered Person(s)”).

§ III. GENERAL POLICY

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation.

§ IV. DEFINITION AND INSTANCES OF CONFLICT OF INTEREST

There is a conflict of interest when the judgment, decision, or discretion of a Covered Person may be influenced or compromised, or may reasonably appear to be influenced or compromised, by their personal, private, or business interest that is in conflict with their professional obligations to the Company.

Situations where a conflict of interest may arise include, but are not limited to, the following:

1. When the Covered Person, in an official capacity, is to negotiate, procure, endorse, approve, decide on, or intervene in a transaction for and on behalf of the Company, and they or their Relatives or Affiliates have, or will have, any financial or business interest in the business of any supplier, competitor, or organization that may benefit from a decision, management, action, or inaction of the Covered Person;

2. When the Covered Person or their Relatives or Affiliates will benefit from their knowledge of the Company's confidential or proprietary information, including its past, present, and future endeavors;

3. When a Covered Person has a Relative who is in the employ of, or has a business interest in, a competitor or business partner of the Company;

4. When a Covered Person engages in outside employment and/or holds a personal directorship in an entity outside of the Company;

5. When the involvement of a Covered Person in another organization takes a significant amount of their time or attention such that it adversely affects the performance of their duties and obligations to the Company;

6. When a Covered Person receives Gifts (including non-monetary benefits) from third parties, other than their Relatives, which may in turn influence their behavior and the performance of their duties and obligations to the Company;

7. When a Covered Person uses the Company's property and facilities to establish, develop, or promote their own business or the business of their Relatives, Affiliates, or third parties;

8. When a Covered Person enters into, or causes the Company to enter into, any contract or transaction with themselves, their Relatives, or Affiliates, whether directly or indirectly, that may result in personal gain or advantage at the expense or to the detriment of the Company, in a manner contrary to Sections 31 and 33 of the Revised Corporation Code;

9. Other analogous situations.

For purposes of this Policy, the following terms shall be defined as follows:

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut.

2. “Affiliates” shall include persons with a past or current close personal or business relationship with a Covered Person, in view of which the Covered Person's decisions or actions may be affected or compromised; and

3. “Gifts” shall include any item or benefit that exceeds the amount of ________ Pesos (₱________). In all cases, Gifts or non-monetary benefits should not be extravagant, expensive, costly, or too frequent, considering the customs of the industry or the business situation, and shall in all instances comply with applicable laws on anti-bribery and anti-graft, including Republic Act No. 3019.

§ V. GUIDELINES FOR CONFLICT OF INTEREST

A. Disclosure of Conflict of Interest

(1) Disclosure by Potential Covered Persons for Hire or Engagement

All potential Covered Persons are required to disclose any existing or potential conflict of interest as part of the hiring or engagement process. The following shall have the duty and responsibility of requiring the disclosure from potential Covered Persons:

________

The disclosures shall be reviewed and resolved as provided in Section V(B) (Review and Resolution of Conflict of Interest) below.

If the conflict of interest is found to be acceptable, the hiring or engagement of the Covered Person may be pursued.

Should the conflict of interest at any point not be found acceptable or not be approved, the hiring or engagement of the Covered Person shall not be pursued.

(2) Disclosure During the Course of Employment or Engagement

All Covered Persons shall report any actual or potential instance or situation wherein they may have a conflict of interest using the ________ as soon as they become aware of such actual or potential instance or situation. The report shall be submitted as follows:

________

The Covered Person shall likewise inhibit themselves from any direct or indirect participation or involvement in the transaction that may be considered a conflict of interest. Where the Covered Person is a director, such director shall comply with the disclosure and abstention requirements under Sections 31 and 33 of the Revised Corporation Code.

B. Review and Resolution of Conflict of Interest

All reports of existing or potential situations where there may be a conflict of interest shall be reviewed by the following:

________

If the conflict is initially found to be acceptable, a recommendation shall be made and forwarded to the following for approval:

________

For clarity, only the following may waive or relax the rules on conflict of interest by finding a conflict of interest to be acceptable, except in cases where such waiver or relaxation would constitute a violation of existing laws, rules, and regulations:

________

If the conflict of interest is found to be acceptable, the Covered Person may continue in their current function. However, additional safeguards may be put in place as necessary.

In all situations, a conflict of interest may only be found acceptable if it is not significant in terms of financial or business impact to the Company and does not contravene any applicable law, rule, or regulation.

However, if the conflict of interest is found to be unacceptable, the Company may take any one or a combination of the following actions:

1. Request that the Covered Person terminate or refrain from acquiring any financial or business interest in another organization that may benefit from the knowledge, decisions, or actions of the Covered Person in the course of their employment or engagement;

2. Request that the Covered Person reduce the hours or time dedicated to an outside organization to enable them to focus on their duties and responsibilities to the Company;

3. If the conflict of interest pertains to a Relative or an Affiliate of a Covered Person, require the Covered Person to exert all reasonable efforts to remove the conflict of interest;

4. Modify the duties and responsibilities of the Covered Person to minimize or eliminate the conflict of interest;

5. Transfer or reassign the Covered Person to another position wherein the conflict of interest is minimized or eliminated;

6. If, despite all reasonable efforts, the conflict of interest cannot be minimized or eliminated, terminate the employment or engagement of the Covered Person, subject to the substantive and procedural due process requirements of the Labor Code of the Philippines;

7. Require the Covered Person to divest, dispose of, or surrender any financial or business interest giving rise to the conflict of interest; and

8. Take such other appropriate action as the circumstances may warrant, consistent with applicable laws, rules, and regulations and the policies of the Company.

It shall be the duty of the following to ensure that the appropriate corrective action is taken: ________.

A conflict of interest must be resolved within thirty (30) days after it has been found to be unacceptable, unless a longer period is reasonably required and duly documented.

C. Violations of this Policy

A violation of this Policy shall be subject to the penalties prescribed under the following, without prejudice to any civil, criminal, or administrative liability that may arise under applicable law: ________.

§ VI. DATA PRIVACY

All personal information and disclosures collected, processed, and stored in connection with this Policy shall be handled in accordance with the Data Privacy Act of 2012 (Republic Act No. 10173), its Implementing Rules and Regulations, and the issuances of the National Privacy Commission. Such information shall be used solely for the purposes of this Policy, kept confidential, and disclosed only to authorized persons or as may be required by law.

§ VII. INFORMATION DISSEMINATION

All new directors, officers, employees, and consultants shall receive a copy of this Policy upon the commencement of the performance of their duties.

If this Policy is amended or modified, all directors, officers, employees, and consultants shall be informed of the amended or modified Policy.

§ VIII. SEPARABILITY

If any provision of this Policy is declared invalid or unenforceable by a competent authority, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

§ IX. GOVERNING LAW

This Policy shall be governed by, and construed in accordance with, the laws of the Republic of the Philippines.

§ X. EFFECTIVE DATE

This Policy shall become effective on ________, as approved by the Board of Directors of the Company.

Signed and approved:

________
________
________