1. Objective

   This policy is intended to provide guidelines on the Company’s succession planning and the retirement of directors and key officers, to have a proper balance on refreshing the Board with new talents while continuing to benefit from the wisdom, expertise and experience of its directors and key officers.

2. Scope / Coverage

   This policy covers all directors and key officers and its compliance will be observed by the Corporate Governance Committee in particular and the Board of Directors in general.

3. Policy

   It is the Company’s policy to adopt an effective succession planning program for directors, key officers and management to provide continuity of Board and executive leadership. This includes setting of the retirement age of directors and key officers.

4. Guidelines
   1. The Company shall establish a succession planning policy and related procedures that are practical and in accordance with best practices and regulatory expectations.
   2. A process shall be in place to identify and assess potential internal candidates, conduct periodic review and assessment of readiness, and present contingency planning for temporary absences of holders of key positions due to disability or any other unexpected event. The Board of Directors, through the Corporate Governance Committee or its assigns, shall review and assess said process on an annual basis.

      The succession planning process shall be established to include:

      a. Identification of critical positions

      b. Identifying potential successors

      c. Developing competencies and talent

      d. Possession of necessary knowledge, skills and behavior

      e. Tracking the progress

      f. Assessing the readiness of successors

   3. As part of management succession and to promote dynamism in the Corporation, the retirement age of directors and key officers is set at 80 years of age. An extension of tenure shall be effected upon meritorious justification, which is subject to the approval of the Board.
      1. The continuing service of directors shall be determined on the basis of each director’s ability to perform his/her duties meritoriously and willingness to serve regardless of age with due regard to mental sharpness, physical fitness, and the resilience to actively engage and make a positive contribution in the pursuit of Company goals for the benefit of its stakeholders.
   4. Procedures
      1. The Corporate Governance Committee shall implement the following succession processes:

         a. Identification of critical positions

         b. Identifying potential successors

         c. Developing competencies and talent

         d. Possession of necessary knowledge, skills and behavior

         e. Tracking the progress

         f. Assessing the readiness of successors

      2. Appropriate recommendations will be presented by the Corporate Governance Committee or its assigns to the Board of Directors for approval.
      3. Board approval may be published on the Belle website for transparency and shall serve as proof of compliance to Company policies.

For questions and/or clarifications, you may reach Mr. Darwin Mendoza or Ms. Michelle Hernandez at +632 8662 8888 locals 2179 and 8812, respectively, or through governance@bellecorp.com.

1. Objective

   To provide guidelines on corporate disclosure policy and procedures.

2. Scope / Coverage

   This policy covers all Directors, Officers and Employees.

3. Policy

   The Company shall establish corporate disclosure policies and procedures that are practical and in accordance with best practices and regulatory expectations.

4. Guidelines
   1. Corporate disclosure policies and procedures shall be in place to ensure a comprehensive, accurate, reliable and timely report to shareholders and other stakeholders to give a fair and complete picture of the Company’s financial condition, results and business operations.
   2. The Company shall have a policy requiring all directors and officers to disclose/report to the Company any dealings in the Company’s shares within three business days.
   3. The Board shall fully disclose all relevant and material information on individual board members and key executives to evaluate their experience and qualifications, and assess any potential conflicts of interest that might affect their judgment.
   4. A clear disclosure of its policies and procedure shall be in place for setting Board and executive remuneration, as well as the level and mix of the same in the Annual Corporate Governance Report.
   5. Full disclosure of the Company’s policies governing Related Party Transactions (RPTs) and other unusual or infrequently occurring transactions shall be required in the Manual on Corporate Governance. The material or significant RPTs reviewed and approved during the year shall be disclosed in its Annual Corporate Governance Report.
   6. A full, fair, accurate and timely disclosure shall be made to the public of every material fact or event that occurs, particularly on the acquisition or disposal of significant assets, which could adversely affect the viability or the interest of its shareholders and other stakeholders. Moreover, the Board of the offeree Company shall appoint an independent party to evaluate the fairness of the transaction price on the acquisition or disposal of assets.
   7. The corporate governance policies, programs and procedures shall be submitted to the regulators and posted on the Company website.
   8. The Board shall therefore commit at all times to full disclosure of material information dealings. It shall cause the filing of all required information through the appropriate Exchange mechanisms for listed companies and submissions to the Commission in the interest of its stockholders and other stakeholders.

For questions and/or clarifications, you may reach Mr. Darwin Mendoza or Ms. Michelle Hernandez at +632 8662 8888 locals 2111 and 8812, respectively, or through governance@bellecorp.com.

1. Purpose

   This policy is intended to promote and reinforce independence in the Board and to be consistent with best practices in governance, and in compliance with SEC Memo Circular No. 4 Series of 2017.

2. Scope / Coverage

   This policy covers all Independent Directors and its compliance will be observed by the Corporate Governance Committee in particular and the Board of Directors in general.

3. Policy

   This policy sets the maximum tenure of service by Independent Directors (ID) at nine (9) years, with year 2012, or the date of commencement of their term (if it is later than January 2012), as reckoning date. The ID may serve as a Non-Executive Director (NED) after his / her term as ID.

4. Guidelines
   1. The Company’s Independent Director (ID) shall serve for a maximum cumulative term of nine (9) years;
   2. After which, the ID shall be perpetually barred from re-election as an ID, but may continue to qualify as a non-independent director (Non-ID);
   3. In the instance that the Company wants to retain an ID who has served for more than nine (9) years, the Board should provide meritorious justification/s and seek shareholders’ approval during the annual shareholders’ meeting; and
   4. Reckoning of the cumulative nine-year term is from 2012.
   5. Reference: Securities and Exchange Commission Memo Circular No. 4, Series of 2017.
5. Procedures
   1. The Board of Directors, through the Corporate Governance Committee (CG Comm), shall review the tenure of IDs on an annual basis and deliberate on justification/s; whether to retain the ID as an ID, or to qualify the concerned Director as a non-independent director in an executive or non-executive capacity.
   2. The CG Comm may contact professional search firms to help identify candidates for possible on-boarding as IDs. This exercise may be done when the need arises, i.e. in case of a vacancy for IDs on the Board.

Material Related Party Transactions Policy

Policy No. GOV-2018-011

Objective

To provide guidelines on upholding of creditors’ rights in the manner that will safeguard the interest of the Company and in particular of its creditors.

2. Scope / Coverage

This policy covers directors, officers, employees and the Company’s creditors.

3. Policy

The Company upholds the rights of creditors through the timely and accurate dislosure of material information, including, but not limited to, earnings results and significant risks that may materially impact the Company’s ability to comply with loan payments and covenants.

4. Guidelines

The Company respects agreements with creditors and, accordingly, adheres to the following guidelines:

• Management of loan facilities according to lending objectives;
• Timely repayment of loans and interest;
• Compliance with loan and other credit agreements; and
• Operation of business to assure creditors of the Company’s continued financial health and loan repayment capabilities.

Policy No. 2018-008

1. Objective
   1. To provide guidelines that clarify the prohibition on travel sponsored by business partners;
   2. To ensure that this does not lead to conflict of interest and improper influence of business judgement; and
   3. To promote integrity in procurement practices and in selection of the most appropriate business partners for all APC Group Inc. (APC) projects and transactions.
2. Scope / Coverage

   This policy covers all Directors, Officers and Employees, as well as their business or other affiliations, family and/or significant other, or close associates who may stand to receive a benefit or gain.

3. Definition of Terms
   1. Gift – covers anything of value, perishable or non-perishable, and includes travel sponsored by business partners
   2. Business partners – refer to contractors, suppliers, banks, and other entities engaged in business with the Company
   3. Sponsored travel – includes accommodations / other travel-related arrangements such as, but not limited to, transfers, meals, entertainment
4. Policy

   Travel sponsored by a business partner is prohibited.

5. Guidelines
   1. Where a business partner invites Employees to travel for the purpose of attending trade shows or exhibits where the business partners’ products will be featured, or for exposure to new techniques, products and innovations, among similar purposes, the Employees are prohibited from accepting such sponsored travel. If the Management of APC deems that such travel is necessary for the business and for the development and training of Employees, APC will pay for the cost of the travel.
   2. Where a project or transaction has been awarded to a business partner and the Employees will travel at APC’s expense to inspect the business partners’ project or product not found in Metro Manila or the Philippines to determine its quality, condition or design, then such travel shall not be deemed as travel sponsored by a business partners as it is APC that shoulders the cost for this travel.
   3. In no case shall any Officer or Employee accept any travel sponsored by any current or prospective business partner which is participating in any on-going bidding or selection process for any APC project or transaction.
6. Any exception from the foregoing should be jointly authorized by the President and Vice Chairman of the respective companies.

Policy No. 2018-005

1. Objective

   To provide guidelines to establish and maintain an alternative dispute resolution system to settle conflicts between the Company and its stockholders or other third parties, including regulatory authorities.

2. Scope/Objective

   This policy covers all Directors, Officers, Employees and Significant Shareholders, who are involved in any conflict or differences with other third parties.

3. Definition of Terms
   1. Conflict – a situation wherein a Director, Officer or Employee has or appears to have a direct or indirect personal interest in any transaction, which may deter or influence him/her from acting in the best interests of the Company.
   2. Significant Shareholders – those owning 5% or more of the Company’s outstanding capital stock.
4. Policy

   The Company adopts an alternative dispute resolution in amicably settling conflicts or differences between the Corporation and its stockholders, and the Corporation and third parties, including regulatory authorities.

5. Guidelines
   1. A neutral third party participates to assist in the resolution of issues between the Company and its stockholders, third parties and regulatory authorities.
   2. The alternative dispute resolution system may include:
      1. Arbitration
      2. Mediation
      3. Conciliation
      4. Early neutral evaluation
      5. Mini-trial
      6. Or any combination thereof, as the Company and the circumstances see fit
   3. Consideration is given to the need to promote candor through:
      1. Confidentiality of the process;
      2. The policy of fostering prompt, economical, and amicable resolution of disputes in accordance with the principles of integrity of determination by the parties; and
      3. The policy that the decision-making authority in the process rests with the parties.

Policy No. 2018-004

1. Purpose

   This policy outlines the procedures to be followed by concerned and authorized personnel of the Company engaged in purchasing transactions. Existing and potential vendors and suppliers are required to conform to the Company’s Code of Business Conduct and Ethics as a pre-requisite for the accreditation process.

2. Accreditation of Vendors and Purchase of Goods and Services Process
   1. APC Group Inc. (APC) purchases its goods and services with professionalism and sound business practice to obtain value for money by incurring the lowest costs to address the Company’s needs in terms of quality and service.
   2. The authority to buy is vested to the administrative personnel. It is mainly responsible for the following:
      1. Issuance of Purchase Requests to which each order shall conform to the required signatories based on the latest authority protocol policy;
      2. Verification that all allocations are approved and budgeted in the current fiscal year;
      3. Verification that the funds are available and that the appropriate budget department’s approval is secured;
      4. It should on the other hand be provided with accurate specifications at the time request of purchase is made as well as ample lead time for bidding and processing of orders. It shall verify all delivered orders for accuracy and completeness;
      5. Only accredited vendors are awarded contracts. Vendors to be accredited should be corporations, which are required to submit their latest General Information Sheet, duly accomplished Accreditation Form, Code of Business Conduct and Ethics, Disclosure Form and accreditation summary. The officers, owners or employees of the corporation to be accredited should not be connected up to the 3rd degree of consanguinity and affinity to any officers or employees of APC.
   3. Administrative personnel shall be the control point for all the goods received. Original invoices are required in order to facilitate payment process. All contracts or agreement documents shall be reviewed and approved by the legal counsel.
3. Policy Review

   This policy will be subject to review by the Executive Committee annually.

Policy No. 2018-003

1. Objective
   1. To provide guidelines on identifying any actual or probable conflict of interest to which Directors, Officers, Employees and significant shareholders may be involved.
   2. To establish mechanism to detect, determine and resolve any possible conflict of interest between the Company and/or its group and their Directors, Officers, Employees and significant shareholders.
2. Scope/Coverage

   This policy covers all Directors, Officers, Employees and Significant Shareholders, as well as their business or other affiliations, family and/or significant other, or close associates who may stand to receive a benefit or gain.

3. Definition of Terms
   1. Conflict – a situation wherein a Director, Officer or Employee has or appears to have a direct or indirect personal interest in any transaction, which may deter or influence him/her from acting in the best interests of the Company.
   2. Significant Shareholders – those owning 5% or more of the Company’s outstanding capital stock.
4. Policy

   All business decisions and actions must be based on the best interests of the Company and not motivated by personal considerations or relationships which may interfere with the exercise of independent judgment.

5. Guidelines
   1. The Company aims to conduct business in accordance with the highest standards of business ethics. To this end, all business dealings should be compliant with all applicable laws and must not in any way compromise the good name and reputation of the Company.
   2. All Directors, Officers and Employees shall act with utmost integrity and shall not engage in unfair dealing practices. The Company prohibits any conflict of interest, unfair competition, breach of trust, insider trading, or any other act inimical to the Company’s interest.
   3. All Directors, Officers and Employees are required to disclose in writing to the Management, within forty-eight (48) hours, any financial or personal interest in any transaction involving the Company to ensure that potential conflicts of interest are brought to the attention of Management.
   4. Directors shall inhibit themselves from participating in any discussion, deliberation and decision-making concerning any issue or transaction where they may be conflicted.
   5. The Company shall not extend loans to Directors and Officers unless these grants are conducted at arms-length basis and at prevailing market rates.

Policy No. 2018-001

1. Objective

   To emphasize the policy and procedures on how the Company provides services and facilities for the Employee’s betterment, aiming to help them improve as individuals, as team players at work and as members of the community.

2. Scope/Coverage

   This policy covers APC Group Inc.’s Officers and Employees.

3. Policy

   It is the Company’s policy to give importance to Employee welfare to help improve their loyalty, dedication, passion and productivity at work.

4. Guidelines
   1. All Employees are to be selected, engaged, and compensated based on qualification, merit and performance. Equal opportunities are likewise promoted regardless of age, race, gender and religion.
   2. All Employees shall be treated fairly and accorded respect and dignity. Their individual and collective rights shall not be violated.
   3. The Company shall provide Employees continuous learning and development opportunities to improve and increase their level of competency, efficiency and general well-being leading to professional growth. Office uniforms, leave credits, medical healthcare, merit increases, bereavement assistance are extended as well.
   4. In addition, as the Company values the importance of work-life balance, it enjoins its Employees to participate in health and fitness programs, team building, sports competitions and CSR-related activities which promote the spirit of volunteerism.
   5. On an annual basis, performance is measured against defined targets, which are based on both financial and nonfinancial indicators of progress towards the short and long-term goals of the Company. Employee compensation and rewards are determined based on the individual performance of the Employee and overall Company performance.
   6. The Company shall maintain a safe, productive and conducive workplace and comply with all applicable health, safety and environmental laws. It shall foster harmonious relations among its Officers and Employees and establish free and honest communication with them. Employees are covered by rules against the use of prohibited drugs and working under the influence of liquor.
   7. The Company endeavors to provide career advancement to Employees through a clearly defined promotion system based on the Employee’s competencies, major contributions and accomplishments, work attitude and interpersonal relationships. Performance appraisals are conducted annually, and merit increases resulting from the appraisals are given to the deserving Employees, subject to the review and approval of Management.

Policy No. 2018-009

1. Objective
   1. To encourage everyone to participate and work towards creating an environment where concerns can be freely raised for possible violations of our Code of Business Conduct and Ethics, policies and laws without fear of retaliation.
   2. To provide guidelines on reporting violations or potential violations of policies.
2. Scope

   This policy covers all Directors, Officers and Employees, as well as consultants, suppliers who act on behalf of APC Group Inc. (APC) collectively, hereinafter referred to as “Employees”

3. Definition of Terms
   1. Accountability – The obligation of an individual or organization to account for its activities, accept responsibility for them, and to disclose the results in a transparent manner. It also includes the responsibility for money and other entrusted property. (Ref. businessdictionary.com)
   2. Integrity – Strict adherence to a moral code, reflected in transparent honesty and complete harmony in what one thinks, says and does. (Ref. businessdictionary.com)
   3. Vigilance – Alert watchfulness (Ref. thefreedictionary.com)
4. Policy

   Consistent with APC’s commitment to professional ethics and traditional values, the Company expects its directors, officers, employees, consultants, suppliers who act on behalf of APC, hereinafter referred to as the “Employees” to observe high standards of business and personal ethics in the conduct of their duties and responsibilities at all times inside and outside the Company. Everyone is expected to participate and work towards creating an environment where concerns can be freely raised for possible violations of our Code of Business Conduct and Ethics, policies and laws so they can be resolved sooner than later.

5. Guidelines
   1. Reporting Mandate – It is the responsibility of all Employees to comply with and to report violations or suspected violations of the Code of Business Conduct and Ethics, policies, or laws in accordance with this policy.
   2. Reporting in Good Faith – All Employees are encouraged to report violations or potential violations of this policy. Anyone filing a complaint concerning this must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code, policies, or law. Any allegations that prove not to be substantiated and have been made maliciously or with knowledge that they were false will be treated as a serious disciplinary offense. Any good faith report, concern or complaint is fully protected by this policy, even if the report, question or concern is, after investigation, not substantiated.
      1. Reporting may be done in writing or verbally and anonymously through the Employee’s Manager, or the Human Resources, or the Governance and Corporate Affairs, Departments.
   3. No Retaliation – Anyone who in good faith reports a violation of the Code or policies, or law shall not be retaliated upon or suffer harassment or adverse employment consequence. APC expressly disapproves of acts of retaliation, intimidation and other harmful actions.
   4. The Escalation Process – Violations or suspected violations of Company policies can be escalated to any of the following members of the Ethics Committee:

      – Admin Officer
      – Chief Audit Executive
      – Compliance Officer
      – President

      1. Above member shall acknowledge receipt of complaints in writing within 24 hours from receipt of the same.
   5. Confidentiality – Upon the request of the complainant, the Company will use its best efforts to protect the confidentiality of the complainant for any good faith report. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate and immediate investigation.
   6. Handling of Reported Violations – The Company’s Code of Business Conduct and Ethics, Code of Discipline, and other relevant rules and regulations, shall serve as guide in determining the penalties and sanctions to be imposed where violations are proven and validated by the Ethics Committee.
      1. The principle of due process shall be observed in the handling of all cases.
      2. The Corporate Governance Committee, as it is in charge of monitoring compliance with the Code of Business Conduct & Ethics and applicable laws, etc., shall be informed of all such complaints or reports and their status to be rendered by the Ethics Committee.

Policy No. 2018-006

1. Objective

   To implement the prohibitions on insider trading in the Securities Regulation Code and to comply with best practices on Corporate Governance.

2. Scope/Coverage

   This policy covers all Directors, Officers, Employees, Consultants and Advisers, as well as their business or other affiliations, family and/or significant other, or close associates who may stand to receive a benefit or gain.

3. Definition of Terms

   Material Information – information that is likely to affect the market price of APC Group Inc.(APC)’s shares are deemed to be material. Such material information includes, but is not limited to, financial results, mergers and acquisitions, significant investments and litigations, major changes in key senior management positions, dividend declarations, and the like.

4. Policy

   Members of the Board of Directors, officers, employees, consultants and advisers, and members of their respective immediate families of APC who know material and confidential information (i.e., facts in the business operations of APC that have not been disclosed to the public) are prohibited from buying or selling (trading) shares of stock of APC, except in accordance with this policy.

5. Guidelines
   1. Trading Restriction Period – Members of the Board of Directors, officers, employees, consultant and advisers and members of their respective families are strictly prohibited from trading in APC shares five (5) trading days before and two (2) trading days after the disclosure of quarterly and annual financial results and any other material information.
      1. This is in pursuant to Section 13.2 of the PSE Disclosure Rules – “13.2 A Director or Principal Officer of an Issuer must not deal in the Issuer’s securities during the period within which a material non-public information is obtained and up to two full trading days after the price sensitive information is disclosed.”
   2. Reporting Requirements – Directors and executive officers are required to report to the Compliance Officer all dealings in APC shares within three (3) business days from the date of trading. All Directors and Key Officers covered by the SEC and PSE’s reporting requirements with regard to their shareholdings in the Company shall do so immediately and correctly.
   3. Penalties – Any person who violates this policy shall be subject to disciplinary action, without prejudice to any civil or criminal proceedings which may be filed against him. Under the law, insider trading may be subject to penalty for damages or fine and/or imprisonment.

Policy No. 2018-007

1. Objective
   1. To provide guidelines on acceptance of gifts from business partners;
   2. To ensure that this does not lead to conflict of interest and improper influence of business judgement; and
   3. To promote integrity in procurement practices and in selection of the most appropriate business partners for all APC Group Inc. (APC) projects and transactions.
2. Scope/Coverage

   This policy covers all Directors, Officers and Employees, as well as their business or other affiliations, family and/or significant other, or close associates who may stand to receive a benefit or gain.

3. Definition of Terms
   1. Gift – anything of value such as, but not limited to, cash or cash equivalent, loans, kickbacks, fees, rewards, commissions, allowances, employment, travel, entertainment, sponsorship of personal events (like birthday, wedding, baptism, etc.), the use of property owned by business partners (like vehicles, beach houses, resorts, restaurants, bars, sports or recreational facilities), and special favors and privileges, whether for personal or business use.
   2. Nominal value – set at a maximum amount of Php2,000.00.
4. Policy

   The Company prohibits the solicitation or acceptance of gifts in any form from a business partner

   (i.e., contractors, suppliers, banks and other entities engaged in business with APC), directly or indirectly, by any director, officer, permanent or temporary employee, consultant, supplier and contractor acting on behalf of APC, hereinafter referred to as the “Employee”.

5. Guidelines
   1. An Employee may accept corporate give-aways, raffle prizes, tokens or promotional items of nominal value (pens, mugs, notebooks, and the like), provided that the gift is voluntarily given by a third person without suggestion or solicitation, as a souvenir or out of courtesy;
   2. And provided further, that the approximate value of the gift does not exceed Two Thousand Pesos (Php2,000.00). If the approximate value of the gift exceeds Two Thousand Pesos (Php2,000.00), it should be accepted with gratitude and formally turned over to the Human Resources Department within 48 hours from receipt of the said gift.
   3. In situations where it is deemed improper to refuse a gift, the issue shall be referred to the Ethics Committee for proper disposition.

This policy is intended to address instances where publications / magazines give out awards to companies and/or company executives to solicit for ad placements from the companies that are nominated for the awards. The advertisements will appear in the awards issue of the publication and the solicitation takes place prior to the release of the results of the awards. This creates a corporate governance issue because the company that agrees to place advertisements in the publication may be perceived as influencing the award through the payment for the advertisement.

In light of the foregoing and in line with its commitment to enhance its corporate governance practices, APC Group Inc. hereby issues the following guidelines:

1. The Company hereby prohibits the placement of advertisements in publications that solicit for such ad placement prior to the release of the official results of the awarding process conducted by the publication and where the Company or a Company executive is one of the nominees vying for the award/s.
2. As part of its overall marketing strategy, the Company may consider placing advertisements in such publications but only after the release of the results of the awarding process and where it will not create reasonable doubt that such ad placement influenced in any way an award given to the Company or a Company executive.

Please consult Mr. Jackson T. Ongsip, President and Chief Executive Officer, (email: jackson.ongsip@sminvestments.com; telephone no.: 662-8888) if you have any questions.