POLICIES

Whistle-Blowing Policy

In line with its thrust on honesty, accountability and transparency, the Company adopts a mechanism to encourage its Directors, officers and employees to report or disclose their concerns, in good faith and without fear of reprisal, on any unethical, dishonest, fraudulent, illegal behavior within the organization including acts or omissions that violates the policies of the Company. Such matters may be brought to the attention immediate supervisor and may be elevated to the Department Heads. In case the problem or issue needs the intervention of higher Management, the same may be escalated to the authorized officer of the Human Resources Department.

Those involving any of the Directors or Senior Officers, the same shall be brought to the attention of the Chairman or the Chief Executive Officer, whichever is appropriate, for their action and disposition.All reported wrongdoings and violations of Company’s policies, if proven to be true, shall result in administrative proceeding against the erring employee, officer or Director and the imposition of appropriate administrative penalties, if warranted.

Conflict of Interest Policy

Conflict of interest occurs when a Director, officer or employee (collectively, “Concerned Personnel”) acquires an interest that is contrary to or competes against the interest of the Company. This happens when the Concerned Personnel, their spouse or any of his relatives within the fourth degree of consanguinity or affinity enters into a contract with the Company. Conflict of interest likewise arise when the Company enters into a contract with any firm or entity whose controlling interest are owned, directly or indirectly, by the Concerned Personnel, their spouse or any of his relatives within the fourth degree of consanguinity or affinity.

The Concerned Personnel are strongly advised to avoid any situation that may create a conflict between their personal interests and that of the Company. If a conflict of interest situation arises, it must be disclosed in writing to the Unit Head of the business where the conflict arose or to the Head of the Human Resources Department or to the Board of Directors as may be appropriate in order to determine the course of action to be taken to address the conflict of interest. In resolving conflict of interest cases, the interests of the Company and its shareholders shall be protected and shall not be compromised.

Insider Trading Policy

The Company is committed to uphold and strictly comply with the provisions of the Corporation Code, Securities Regulation Code and its Implementing Rules and Regulations, the rules and regulations issued by the Securities and Exchange Commission and the policies and rules issued and implemented by the Philippine Stock Exchange to ensure that fraud, manipulation or any other fraudulent practices and illegal activities will be prevented and/or penalized.

All the records of the Company shall treated as confidential. Financial statements, managed assets and other similar documents or information are proprietary considered proprietary in nature and shall only be for the exclusive use of the Company. Such proprietary information shall not be disclosed or used for any purpose other than for the Company’s business. The policies of the Company that are intended to protect the confidential and proprietary information must be strictly followed at all times.

No Director, officer or employee shall render any or express any opinion pertaining to the trading of the Company’s securities.

Information acquired pertaining to other entities acquired in a special manner like in negotiations for mergers or acquisition acquisitions, are confidential and must not be given to outside persons without proper authorization.

All confidential and proprietary information in the possession of a Director, officer or employee shall be returned to the Company at the termination their relationship with the Company.

Related Party Transactions Policy

In the ordinary course of business, the Company and its subsidiaries or affiliates may engage in transactions with each other provided that the same be done in good faith and on an arms-length basis. Examples of related party transactions are:

a) loans between and among the Company and its subsidiaries or affiliates;

b) loans to directors;

c) sale, purchase or lease of property and/or assets between and among PT&T and its subsidiaries or affiliates;

c) assumption of financial or operating obligations;

d) subscription for debt or equity issuances;

e) entering into joint venture agreements between and among PT&T and its subsidiaries or affiliates; and

f) settlement by the Company of liabilities of its subsidiaries or affiliates.

The related party transactions listed above are not exclusive. Other transactions whose effects are similar to the ones listed above shall be considered related party transactions and shall be dealt with in accordance with this policy.

To ensure that the related party transactions are done in good faith and at arms-length, the same shall be approved by the Company’s Board of Directors before it can be implemented. The Board of Directors may delegate this authority to the appropriate committee depending on the amount of the transaction. The Board of Directors shall determine the threshold amount of the transaction to be approved by the committee and those which require the approval of the Board of Directors.

Policy and Data Relating to Health, Safety, and Welfare of Employees Including Company Sponsored Trainings

The Company shall comply with all applicable governmental regulations designed to protect the well being of the employees.

The Company shall provide health care services directed at prevention of disease, protection from health hazards and maintenance of health. Programs designed to identify personal risks to health and to detect diseases in the early and most treatable stages may be implemented.

Recognizing the need to maintain the well-being of its employees, the Company shall provide regular information on health to assist employees in making better decisions regarding their health and that of their dependents.

The Company shall likewise ensure to promote and maintain a workplace that is free from drug abuse which poses a great risk to the life and health of the employees.

The Human Resources Department shall be tasked to implement programs designed to promote a culture of healthy lifestyle and disease prevention within the Company.

Non-Discrimination and Anti-Harassment Policy

The Company values the dignity of every individual, seeks to enhance the development of its partners, guarantees full respect for human rights and upholds the dignity of its partners, trainees as well as applicants/candidates for employment.

The Company commits to maintain a work environment free from discrimination, harassment and all forms of sexual intimidation and exploitation. In line with this commitment, we will not tolerate any forms of discrimination and harassment of its partners by anyone including its officers/management, managers, supervisors, vendors, clients or customers, whether in the workplace , at assignments outside of the workplace, at any Company­ sponsored social functions, social media or elsewhere.

Specifically, the Company renounces any forms of sexual harassment, shall implement a zero tolerance for sexual intimidation and exploitation and adopt and comply in full with the “Anti Sexual Harassment Act 1995 or RA 7877.”

The Company also considers violation of its non-discrimination and anti-harassment policy, any act of retaliation or reprisal against anyone who has articulated any concern about any forms of discrimination and harassment.

This policy is implemented to provide all PT&T partners the guidelines and process in dealing with discrimination and harassment situations and cases.

^