Corporate Governance

Code of Business Conduct and Ethics

DMCI Holdings, Inc. (the “Company”) is committed to doing business in accordance with the highest professional standards, business conduct and ethics and all applicable laws, rules, and regulations in the Philippines. The Company, its directors, officers, and employees are dedicated to promote and adhere to the principles of good corporate governance by observing and maintaining its core business principles of accountability, integrity, fairness, and transparency.  

All Directors, Officers and employees of the Company are required to strictly comply with the Code.  The Company will take such disciplinary or preventive action as it deems appropriate to address any existing or potential violation of this Code brought to its attention. The Company will not tolerate retaliation for reports of violations of this Code made in good faith.



Principles and Values

Accountability
The Company shall take full responsibility for all its business decisions, actions/inactions, and conduct, and shall perform its duties and functions with utmost responsibility, integrity, honesty, loyalty and efficiency. The Company’s principal objective is to enhance economic value to all its stakeholders - employees, customers, shareholders and business partners – by making the most efficient use of resources and meeting its environment, community, and social obligations.

Transparency and Disclosure
To ensure transparency, the Company’s annual reports should disclose true and fair accounting information prepared in accordance with applicable standards; consider substance over form in the presentation of accounts; disclose and discuss all material risks; disclose and explain the rationale for all material estimates; show manner of compliance, or explain deviations, if any, with applicable corporate governance codes; discuss goals, plans, and progress; and provide access to the register of shareholders showing beneficial ownership. In addition to annual disclosures, the Company shall comply with all applicable disclosure requirements. Disclosures should be timely and adequate to enable investors, third party analysts, or rating agencies to assess the quality of corporate governance and the true financial condition of the Company.

Standards of Business Conduct

Observance of Law
Directors, Executive Officers and Employees must carry out their duties with professionalism and in accordance with ethical standards. They must conduct business in accordance with the law, the charter of the Company, and a high standard of commercial morality. They shall at all times act with loyalty to the Company, ensuring that its goals, strategies, policies and practices are moral, proper, and legal. They must be prepared to dissociate themselves from the Company in the event that despite their efforts, ethical and legal standards are being seriously compromised. They should refer to the Company’s statements of best practice as part of their decision-making process.

Conflict of Interest
Directors, Executive Officers and Employees owe a fiduciary duty to the Company that requires them to act in the best interest of the Company. Actual and potential conflicts of interest should be avoided or otherwise identified, disclosed, and explained in sufficient detail to enable valid judgments to be made on their adverse impact. The persons who are conflicted should not participate in the discussion and decision on the issue in question, nor be entitled to vote on any resolution where they are conflicted. Related party contracts should be disclosed in the annual report.

Compliance
All Directors, Executive Officers and Employees should strive to identify and raise potential issues before they become problems and should ask about the application of this Code whenever in doubt. Any Director, Executive Officer or Employee who becomes aware of any existing or potential violation of this Code shall promptly notify the Company’s Compliance Officer. The Company will take such disciplinary or preventive action as it deems appropriate to address any existing or potential violation of this Code brought to its attention. The Company will not tolerate retaliation for reports of violations of this Code made in good faith.

Fair Dealings
The Company does not seek competitive advantages through illegal or unethical business practices. Each Director, Executive Officer and Employee should endeavor to deal fairly with the Company’s customers, service providers, suppliers, and competitors. No Director, Executive Officer or Employee should take unfair advantage of anyone through manipulation, concealment, abuse of privilege information, misrepresentation of material facts, or any unfair dealing practices.


Intellectual Property Rights
The Company’s corporate identity and intellectual property are among its valuable assets and are essential to maintaining its competitive advantage. Each Director, Executive Officer and Employee must comply, to the extent permitted by law, with the exclusivity of the methods, processes, systems, business strategies that they develop while performing their responsibilities in the Company. Publications, documentations, information or resources available in connection with the Company, whether or not patentable or protectable by copyright, trade mark or trade secret, are owned by the Company. Employees are responsible to protect the Company’s intellectual property and must report to the Legal Counsel any unauthorized use of the Company’s trademarks, copyrights, patents and trade secrets.

Confidentiality
Directors, Executive Officers, and Employees must observe the confidentiality of non-public information and not disclose it to any other person without the authority of the Board. A Director, Executive Officer or Employee who has a special allegiance to a particular shareholder may not disclose confidential information to that particular shareholder without the authority of the Board.

Corporate Opportunities
Each Director, Executive Officer and Employee owes a duty to advance the Company’s legitimate interests when the opportunity to do so arises. He may not: (a) receive or seek to receive a benefit from opportunities that are discovered through his involvement with the Company (including, without limitation, his use of the Company’s property, information, or his position); or (b) compete with the Company, directly or indirectly, for business opportunities in the areas (or lines) of business in which the Company is engaged or in new areas (or lines) of business in which the Company has disclosed its intent or plans to engage.


Monitoring and Compliance with the Code
All Directors, Officers and employees are required at the end of each year to fill out and sign a compliance checklist of the Code and all Company Policies and submit it to the Chief Compliance Officer. The Chief Compliance Officer issues a certificate of compliance with the Code and Company Policies.

The Company has established a designated helpdesk hotline to answer queries of directors, officers and employees on the application of the Code.

     Compliance Helpdesk Hotline:
     Chief Compliance Officer
     Tel (632) 888 3000
     Fax (632) 816 7362

The Internal Audit team is tasked to evaluate the systems established to ensure compliance with the Code and governance processes.

Any violation of the code and policies by directors, officers and employees can also be reported under the Company’s Whistleblower Policy Reporting Channel.