Oriental Petroleum and Minerals Corp

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Company Policies

Insider Trading Policy

The Company shall abide with the provisions of law set forth in the Securities Regulation Code and shall implement policies and procedures to prevent the unauthorized disclosure or misuse of material, non-public information in securities trading to preserve the reputation and integrity of the Company.

The objectives are the following:

  1. To provide guidelines to promote compliance to the Securities Regulations Code provision relating to the prohibition of fraud, manipulation and insider trading (Appendix 1).
  2. To maintain the confidence and trust of stakeholders by preserving the reputation of integrity and ethical conduct of the Company as well as all the persons affiliated with it.
  3. To identify the duties of employees and responsible departments in ensuring compliance to the provisions of law and this Policy.

This Policy shall cover:

1.       This Policy shall apply to Company, its subsidiaries and affiliates.
2.       This policy shall apply to all transactions in the Company’s securities as defined in item 7 under the Definition of Terms.
3.       This policy shall cover everyone in the organization who receive, have access to or in possession of material, non-public information (as defined in item 5 under Definition of Terms) about the Company including all:

3.1.    Members of the Board of Directors;
3.2.    Officers;
3.3.    Employees;
3.4.    Advisors, Agents, Consultants, Contractors and other Stakeholders as defined in item 8 under the Definition of Terms);
3.5.    Related Person as defined item 6 under the Definition of Terms.

4.       This policy also applies to material, non-public information relating to any other company with publicly-traded securities, including customers or suppliers obtained in the course of employment with, or the performance of services on behalf of the Company and for which there is a relationship of trust and confidence concerning the information.

Download: Policy on Insider Trading
Appendix 1 SRC Rule

Material Related Party Transactions Policy

The Company shall conduct all Material Related Party Transactions (MRPT) on an arm’s length basis, on fair and reasonable terms and conditions no less favorable than any such terms available to unrelated third parties under the same or similar circumstances.

The purpose of this policy is to protect the Company from conflict of interest by instituting the proper review, approval and reporting of transactions which may be entered in to between or among the Company or any of its subsidiaries, associates, affiliates, joint venture, directors and officers.

This policy shall cover the review, approval and reporting of transactions which may be entered into between or among the Company or any of its subsidiaries, associates, affiliates, joint venture, directors and officers and the general guidelines to be observed in relation to MRPTs.

Download Policy: OPMC Material Related Party Transactions Policy

Succession Planning and Remuneration Policy

The Company shall ensure its continued effective performance and sustained growth through leadership continuity for the benefit of all its stakeholders.

The objectives of the Succession Planning Programme are:

  1. To identify and nominate suitable candidates for the Board’s approval to fill the vacancies that arise from time to time.
  2. To identify the competency requirements of critical and key positions, assess potential candidates and develop required competency through planned developments and learning initiatives.
  3. To identify the key job incumbents in Senior Managerial positions and recommend whether the concerned individual may be granted an extension of term/service, or be replaced with an identified internal or external candidate or there is a need to recruit suitable candidate/s.
  4. To ensure the systematic and long-term development of individuals in the senior management level as ready replacement when the need arises due to deaths, disabilities, retirements and other unexpected occurrence.

Download Policy: Succession Planning and Remuneration Policy 

Board Diversity Policy

The Company recognizes the benefits of having a diverse Board and its value in maintaining sound corporate governance while achieving strategic objectives and sustainable growth.

The Board Diversity Policy (“the Policy”) establishes the approach to realize diversity of Board membership on an on-going basis.

The Policy applies to the Board of Directors. It does not apply to diversity in relation to employees of Company, which is covered by the internal guidelines of the Company’s Human Resources Department.

Download Policy: Board Diversity Policy

Board Nomination and Election Policy

The Board recognizes the importance of having a qualified and competent Board to achieve Company objectives as well as to protect the interest of all its stakeholders and shall ensure that proper nomination and election process is in place to attain this.

The objective of this policy is to institute policy and process for the nomination and election of the Board of Directors. The Policy applies to the nomination and election of the Board of Directors.

Download Policy: Board Nomination and Election Policy
Appendix 1 SEC Circulars
Exhibit 1 Nomination Form
Exhibit 2 Conforme Form
Exhibit 3 Certification of Eligibility and Conflict of Interest Statement

Board Assessment

Members of the Board conduct collective and individual annual assessment of the Board performance through a Board Assessment Review initiated by the Corporate Governance Committee.  Results of the Board and Committee Assessments are presented to the Board Corporate Governance Committee and circulated to the Board for their feedback and confirmation.

Copies of the Assessment Forms can be accessed by clicking on the following download links:

OPMC 2020 Board of Directors Self-Assessment Form

OPMC 2020 Audit Committee Self-Assessment Form

OPMC 2020 Board Risk Oversight Committee Self-Assessment Form

OPMC 2020 Corporate Governance Committee Self-Assessment Form

OPMC 2020 Related Party Transactions Committee Self-Assessment Form

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

Health, Safety, and Welfare Policy

The company abides by safety, health, and welfare standards and policies set by the Department of Labor and Employment. Likewise, the Company has Security and Welfare Manuals that are implemented and regularly reviewed to ensure the security, safety, health, and welfare of the employees in the workplace.

Health, Safety, and Welfare Data

To ensure that the employees of the Company maintain a healthy balance between work and life, health and wellness programs are organized for these employees. Professionals are invited to conduct classes of Zumba, Tai Chi, and other activities in our work site. The Company has also partnered with fitness gyms to offer special membership rates to employees. This is in addition to the free use of gym facilities in the different installations.

Year on year, the Company has facilitated vaccinations such as against flu and cervical cancer that are offered not only to employees but to their dependents as well. The Company has worked with healthcare providers in identifying top diseases based on utilization report and has invited resource speakers to talk about preventive measures.

To ensure the safety of the Company’s employees, a Corporate Emergency Response Team (CERT) has been created that will be activated and will become the “command center”, orchestrating initiatives across the conglomerate during a crisis. Also, the CERT shall be responsible for the periodic review of contingency plans and the institution’s emergency preparedness and response procedures to ensure that effective responses and responsible policies are in place to deal with crisis or emergency situations.

  • Workplace Lactation Policy

This policy shall apply to all nursing employees of JGSHI-CCU regardless of employment status.

Download Policy: Workplace Lactation Policy

Directors, Officers, Stockholders and Related Interests (DOSRI)

The dealings of the Company with any of its Directors, Officers, Stockholders and Related Interests (DOSRI) and Related Parties shall be in the regular course of business and upon terms not less favorable to the Company than those offered to others. Related Party Transactions (RPTs) are generally allowed, provided they are done on an arm’s length.