Bribery and corruption prevent competition, limit innovation, and harm local communities. In committing acts of Bribery, Employees and Business Partners may be exposing themselves, Aboitiz Foods (“Aboitiz Foods”), (together with its affiliates and subsidiaries, “Aboitiz Foods” or the “Company”) to criminal liability, substantial financial loss and reputational harm. Bribery of Public Officials, in particular, presents a particularly heightened risk to Aboitiz Foods due to the severe consequences of specific anti-bribery and corruption laws around the world relating to government sector Bribery. 

The purpose of these Anti-Corruption Guidelines (“Guidelines”) identifies Aboitiz Foods’ expectation of its Employees and Business Partners and with respect to its commitment to prevent corruption and to act in accordance with Compliance Laws (as defined below). These Guidelines also provide standards of conduct for the Company to apply. In certain circumstances, the Company has adopted measures that are more restrictive than required by law because of its commitment to ethical values and its business reputation worldwide. No matter where the Company does business, the Company strictly prohibits engaging in or tolerating any form of corruption including bribery.

Aboitiz Foods is committed to the highest standards of integrity in our business practices. This includes compliance at all times with all potentially applicable anti-corruption laws, rules and regulations1(“Compliance Laws”). 

Most anti-bribery laws around the world generally prohibit similar conduct. They prohibit directly or indirectly (i.e. via a third party) giving, offering or providing, Anything of Value to a Public Official or a private individual, in order to obtain or retain business or otherwise receive a commercial advantage, or where doing so would induce improper performance by the recipient of his or her duties. 

Because bribery and corruption often go hand in hand with someone trying to conceal such conduct through a company’s books and records, it is also common to find in anti-bribery laws around the world a requirement to maintain accurate company books and records. 

1 These may include law such as the Revised Penal Code (Philippines), the Anti-Graft and Corrupt Practices Act (Philippines), the Act Punishing the Receiving and Giving of Gifts for Public Officers and Employees (Philippines), Presidential Decree No. 46 (Giving of Gifts on any Occasion) (Philippines); Malaysia Anti-Corruption Act 2009 (Malaysia); Prevention of Corruption Act (Singapore); Anti-Corruption Law (Vietnam), Penal Code (Vietnam); Law No. 19 of 2019 on the Corruption Eradication Commission (Indonesia), Law No.31 of 1999 on the Eradication of Criminal Acts of Corruption (Indonesia); Prevention of Corruption Act (Brunei); Organic Act on Counter Corruption B.E 2542 (1999) (Thailand), Anti-Money Laundering Act B.E. 2542 (1999) (Thailand); Anti-Unfair Competition Law (China), Criminal Law of the People’s Republic of China (China), Supervision Law (China); the U.S. Foreign Corrupt Practices Act (US); the UK Bribery Act (UK); legislation enacted in accordance with the Organization for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; as well as anti-corruption laws enacted in each country where the Aboitiz Foods Companies conduct business. 

Finally, many anti-bribery laws also require companies to maintain appropriate anti-bribery and corruption policies and procedures designed to prevent and detect potential violations of law. That’s one of the reasons the Company has these Guidelines. It also makes good business sense!

These Guidelines apply equally to all directors, officers and employees, including those who work part-time or on fixed or temporary projects (collectively called the “Employees”) of Aboitiz Foods, as well as any Business Partners in their dealings with or on behalf of the Company. All such persons are expected to become familiar with and comply with these Guidelines and to participate in relevant training sessions when required. 

If Employees have any doubts or questions as to whether their conduct is permissible under these Guidelines, or applicable anti-bribery or anti-corruption laws, there is an expectation that they will contact their supervisor or Aboitiz Foods Legal, Corsec and Compliance Team at their respective Aboitiz Foods Company. 

A. Legitimate and Ethical Business Practices

Each Group Company, together with its Employees and Business Partners, shall use all reasonable efforts to ensure that it will use only legitimate and ethical business practices in commercial operations and in promoting the Group Company’s position on issues before Public Entities. Aboitiz Foods, its Employees and Business Partners acting on behalf of any Group Company are strictly prohibited from engaging in or tolerating Bribery or any other form of corruption. Corruption is defined as dishonest behavior by persons in positions of power, and can include any number of inappropriate activities, such as Bribery, extortion, influence peddling and nepotism, among others. 

B. Prohibition on offering, giving, or accepting bribes

A Group Company and its Employees and Business Partners acting on behalf of the Group Company must not: 

• Give, offer, promise, agree to make or authorize the payment, directly or indirectly, of Anything of Value, to any Public Official or Other Covered Individual, for the purpose of influencing any act or decision of such person, causing such person to act or fail to act in violation of his lawful duty, or causing such person to influence any act or decision of any Public Entity, in order to assist a Group Company to obtain or retain business, secure any improper advantage, or direct business to any person. 
• Receive or solicit, directly or indirectly, Anything of Value, from any person for the purpose of assisting that person in improperly obtaining or maintaining a business relationship with the Company. If any Public Official or Other Covered Individual solicits any money or Anything of Value in order to obtain an improper benefit or advantage, the Employee or Business Partner must refuse such solicitation or request, and immediately report the event in accordance with Section IX of these Guidelines. 

Employees are prohibited from giving, promising, offering or authorizing payment to any party with “knowledge” that all or part of the payment will be offered or given to a Public Official or Other Covered Individual in order to obtain an improper benefit or advantage. As used here, “knowledge” means (i) awareness that an improper payment is being made, (ii) awareness that an improper payment is likely to occur, or (iii) reason to know that an improper payment is likely to occur. Refusal to know, deliberate ignorance, conscious disregard, and willful blindness are treated as “knowledge” for the purposes of these Guidelines. 

The prohibited benefit need not be given directly. For example, providing Anything of Value to a third person related to, or somehow closely affiliated with, a Public Official or Other Covered Individual, such as a family member or close friend, is prohibited just the same as if the benefit were provided directly to the Public Official or Other Covered Individual. 

Each Group Company shall also use all reasonable efforts to ensure that it, its Employees, and its Business Partners will act in accordance with Compliance Laws criminalizing Bribes to private individuals where the intention of such Bribes are to induce that person to improperly perform a relevant function or activity such as his or her work or to reward a person for having improperly performed a relevant function or activity. 

C. Take appropriate steps to ensure Business Partners do not offer, pay or accept Bribes 

These Guidelines apply equally to Employees and Business Partners. In certain circumstances, a Group Company and its Employees may be held liable for improper payments or the provision of Anything of Value by a Business Partner to a third party. 

Accordingly, a Group Company and individual Employees may violate these Guidelines if they make a payment to a Business Partner—such as a consultant, sales representative or agent—with “knowledge” that the Business Partner intends to give at least a portion of the payment to a Public Official as a Bribe. As used here, “knowledge” means the Employee has (i) awareness that the Business Partner is engaging in improper conduct, (ii) awareness that an improper payment is likely to occur, or (iii) reason to know that an improper payment is likely to occur. As with Section VI.B above, refusal to know, deliberate ignorance, conscious disregard, and willful blindness are treated as “knowledge” for the purposes of these Guidelines. Employees, therefore, cannot simply turn a blind eye to evidence of misconduct by Business Partners acting on behalf of a Group Company. 

To ensure all Business Partners act with the utmost integrity, all agreements with Business Partners who may have direct or indirect contact with Public Officials or Other Covered Individuals must be in writing and must describe the services to be performed, the fee basis, the amount to be paid, as well as any other material terms and conditions as required by the relevant compliance guidelines of the relevant Group Company. Further, payment amounts stipulated must reasonably correspond with the value of the services to be provided, must be fully and accurately documented, and must be in line with all relevant policy and guidelines of the relevant Group Company. Payments to Business Partners should be well documented, and should never be made in cash. 

Thorough due diligence of potential or existing Business Partners ought to be carried out prior to any agreement being entered into or renewed to ensure that the Business Partner has both the requisite qualifications, as well as a solid reputation for business integrity. A written due diligence report must be prepared, and must be retained (along with any supporting documentation) in accordance with the relevant guidelines of each Group Company. 

If at any time an Employee becomes aware of, or has reason to suspect, that a Business Partner has engaged in potentially improper conduct, all payments to the Business Partner must cease immediately until an investigation has been conducted. Whilst not exhaustive, a number of potential “red flags” that a Business Partner may be violating Compliance Laws are outlined below:

• Unusual or excessive payment requests, including last minute payment requests, requests for upfront payment, or requests for additional amounts without justification; 
• Requests for payment to be made to a bank account located in a country other than that in which the Business Partner is located/primarily operates; 
• Requests for payment to be made to a third party, to a numbered account, or in cash; 
• Requests for political or charitable contributions; 
• The Business Partner has a close relationship with, or is related to, a Public Official; 
• The Business Partner is unwilling or reluctant to disclose its owners, partners or principles, or to commit in writing to abide by the Guidelines; 
• The Business Partner uses holding companies or other methods to obscure its ownership; 
• Previous charges have been laid against the Business Partner for violation of local or foreign laws; 
• A demand or strong endorsement by a Public Official that the Business Partner should be retained; 
• Lack of experience in the industry in which they work; or 
• The Business Partner requests that their retention by the Group Company be kept a secret.

All contractual agreements between a Group Company and its Business Partners must contain a compliance provision requiring all Business Partners to comply fully with applicable Compliance Laws, and to refrain from giving Anything of Value to Public Officials or Other Covered Individuals in order to obtain or retain business, or to secure an improper advantage for the Group Company. The agreement should also stipulate a requirement that the Business Partner periodically certify that they have no knowledge of any such activities having occurred.

D. Political Contributions 

Aboitiz Foods prohibits any Employee or Group Company from making any direct or indirect political contribution for or on behalf of Aboitiz Foods, or by using a Group Company’s funds or assets for any political activity. Employees must comply with all applicable laws on political contributions in connection with any direct and indirect dealings with or on behalf of Aboitiz Foods, noting that political contributions that are permissible under applicable law are nevertheless prohibited by these Guidelines. 

Political contributions, as distinguished from gifts or hospitality, include contributions paid or furnished to any candidate for public office, to any political party or candidate or official thereof, or to any political initiative, referendum or other form of political campaign of a Public Official.

Contributions include the use of Aboitiz Foods property, equipment, funds or other assets, as well as use of an Employee’s time during regular working hours. 

These Guidelines do not prohibit lobbying initiatives or expenses so long as those expenses are properly approved in accordance with these Guidelines and other applicable Aboitiz Foods policies, procedures or guidelines and are disclosed in accordance with Section VI.G below and applicable accounting rules and Aboitiz Foods policies or guidance. 

These Guidelines do not prohibit Employees from making personal political contributions provided they are not made in violation of the law and these Guidelines. However, the Company will not pay or reimburse Employees for such payments, and any such payments should be made for personal reasons unrelated to Company business.

E. Prohibition of Facilitation Payments 

Applicability 

This section is applicable to any Employee or Business Partner who interacts with Public Officials in the course of their work on behalf of Aboitiz Foods, or who works in or regularly travels to any country(ies) where Facilitation Payments or Bribes are routinely requested. 

Facilitation or “grease” payments are usually small payments or gifts given to Public Officials in order to expedite, secure or facilitate routine performance of non-discretionary, routine governmental actions (for example, processing a visa, issuing a permit, releasing goods from customs, connecting electricity supply or performing other governmental services). Aboitiz Foods policy prohibits the payment of Facilitation Payments by or on behalf of any Group Company (including by our Business Partners). 

Payments made to Public Entities (rather than Public Officials) and which are legally authorized (such as the cost associated with expediting a passport application) are permissible, and are not classified as Facilitation Payments. 

Although Facilitation Payments may be common in some countries, Aboitiz Foods regards these as inappropriate. Further, facilitation payments are illegal under certain anti-corruption laws, including the UKBA. 

Dealing with a Request for a Facilitation Payment 

Aboitiz Foods understands that in practice, it can be difficult to know how to respond to a request for a Facilitation Payment. Employees should never feel as if they must deal with a Facilitation Payment request alone. Any Employee receiving a request for a Facilitation Payment should utilize internal Aboitiz Foods resources, such as Aboitiz Foods Legal, Corsec and Compliance Team. In some situations, it may also be appropriate to utilize external resources such as home country consulates or embassies. 

In the event an Employee is approached to make a Facilitation Payment, that Employee should: 

• Remain polite. 
• Ask that the request for payment be made in writing, so that it can be reported to the Employee’s supervisor. Employees can also refer the requesting person to speak to their supervisor. 
• If the person refuses to comply with the request, or if it is clear that the request refers to a Bribe, the Employee should unequivocally refuse to pay, and advise the person that they do not have the authority to make such a payment and that Aboitiz Foods policy prohibits such payments.

Remember: legitimate fees are usually published in some sort of price list or schedule, and upon payment of such, Employees should be provided with an official receipt or invoice.

Any Employee with questions or who believe they have been asked to provide a Facilitation Payment should politely decline to make the payment and contact their supervisor or any of the personnel listed In Section IX of these Guidelines.

F. Additional Guidance Regarding Payments 

As outlined in Section VI.B above, Employees and Business Partners must not give or offer to give Anything of Value to Public Officials or Other Covered Individuals if such actions could be interpreted as an attempt to improperly influence such person(s) in order to obtain an improper advantage for a Group Company. 

That said, these Anti-Corruption Guidelines do not seek to prohibit normal hospitality, given or received, to or from Business Partners and provided in good faith with the intention only to build or maintain legitimate business relations or offer normal courtesy. 

In order to provide detailed guidance regarding certain payment practices, two sets of guidelines have been developed. First, with regard to gifts, meals, entertainment and sponsored travel, Employees should refer to any additional guidelines Aboitiz Foods has developed concerning those payments. 

With regard to sponsorships, charitable donations, and other forms of Corporate Social Responsibility (“CSR”), Aboitiz Foods has developed policy guidance through Aboitiz Foundation, Inc. (“AFI”). AFI manages and maintains processes governing the administration of sponsorships, charitable donations and CSRs through its policies, which should be read in conjunction with these Guidelines and any payments must comply with both these Guidelines and applicable AFI guidelines.

These Guidelines do not prohibit the Employees from making personal charitable contributions provided they are not made in violation of the law and this and AFI policies. However, Aboitiz Foods will not pay or reimburse Employees for such payments, and any such payments should be made for personal reasons unrelated to Company business.

G. Document transactions appropriately 

Accurate Books and Records 

Compliance Laws may oblige issuers to maintain accurate books and records that accurately and fairly reflect the transactions of the business. 

Aboitiz Foods requires that all books, records, and accounts be kept in reasonable detail and accurately and fairly reflect all transactions, including all disbursements, receipts, business obligations and asset dispositions and acquisitions. False, misleading, incomplete, inaccurate, or artificial entries in the Company’s books and records are strictly prohibited and may subject Aboitiz Foods or its Employees to civil or criminal liability. 

Employees must: 

• Record every transaction carried out on behalf of the Company, including sales and agency commissions, charitable or political contributions, sponsorship and marketing payments and expenses on gifts, entertainment and hospitality; 
• Provide reasonable detail for every record – including the value, quantity, purpose, recipient, nature, date, etc. – so that improper payments cannot be hidden; 
• Not make any false or misleading entry in any Company books and records (for example, Employees must not disguise a bribe as a “marketing fee,” “research fee” or “commission”), or be a party to the creation of any false or misleading document that supports the disbursement of Company funds; 
• Immediately and fully disclose any accounting mistakes or falsifications; and 
• Make all records under their control available to the Company, as well as the Company’s internal and external auditors, when requested. 

Internal Accounting Controls 

Aboitiz Foods is required to implement and maintain a robust internal control system to ensure that all transactions are properly authorized. Adequate internal controls must be maintained to provide reasonable assurance that management is aware of and is directing all transactions ethically and in compliance with Company policies. Employees must therefore follow all policies and procedures for accounting and financial reporting, and must obtain the necessary approvals for all transactions.

H. Employment of Referred Candidates and Former Public Officials 

An offer of employment or other work experience, whether paid or unpaid (for example, full-time employment or unpaid internships) is considered something of value under these Guidelines. Extending an offer to a Referred Candidate with the expectation that the Company would receive or retain business, or be given an improper business advantage, could result in legal penalties for Aboitiz Foods or its Employees. 

Employees must be sensitive to creating the perception that the Company extended an offer to a Referred Candidate to obtain an improper business benefit. Candidates for employment or other work experience must be treated equally, without regard to whether or not they are Referred Candidates. A decision to extend an offer of employment or other work experience must be based on the merits of a Referred Candidate relative to other candidates being considered. 

In general, pre-approval from the Aboitiz Foods General Counsel is required prior to extending an offer to a Referred Candidate. No such offer may be extended until the pre-approval request is approved. 

Likewise, any decision to hire a Former Public Official must be pre-approved by Aboitiz Foods General Counsel. Employees may not discuss or even suggest potential employment or consulting opportunities with a Public Official who is still employed by a government, regardless of whether they are leaving their post, without pre-approval from Aboitiz Foods General Counsel. 

Human Resources can assist with gathering information and attestations prior to extending an offer to a Referred Candidate or Former Public Official. Information that Aboitiz Foods General Counsel should consider includes: 

• The qualifications and expectations of the position at Aboitiz Foods for which the Referred Candidate is considered; 
• The Referred Candidate’s academic and professional credentials; 
• Any information collected regarding the Referred Candidate of Former Public Official, including criminal background information and other due diligence performed (i.e. recommendations from previous employment); or
• Any hiring recommendation made by Human Resources prior to the review by the Aboitiz Foods General Counsel.

The Company and its personnel could be held responsible for bribes and corruption by Business Partners. To reduce this risk, Business Partners may only be engaged in accordance with Aboitiz Foods policy. This requires, among other things, that Business Partners be subject to due diligence prior to entering into or renewing any agreement, and that contracts with Business Partners be in writing, specify in reasonable detail the services to be provided, and the length and scope of the engagement which must be consistent with a bona fide business purpose. Contracts must also contain appropriate anti-corruption representations. 

Employees are expected to attend training on these Anti-Corruption Guidelines and relevant anti corruption laws when requested by Aboitiz Foods or their Group Company. Employees may be expected to execute an acknowledgement and periodic compliance certifications with these Guidelines. 

Subject to agreement with Business Partners and any applicable local laws or regulations, Employees may also request that employees of Business Partners receive training on these Anti-Corruption Guidelines and the ethical standards of conduct expected by Aboitiz Foods or its Business Partners and execute certifications of compliance.

Violations of applicable anti-corruption laws can result in severe civil and criminal penalties (including significant fines and imprisonment), and failure to adhere to these Guidelines may result in disciplinary action up to, and including, termination of employment or a business relationship with a Business Partner. 

All Employees are responsible for the detection and prevention of Bribery, corruption and other irregularities. Hence, all Employees have a responsibility not only to act honestly but also to report any instances of possible fraud, Bribery, misappropriation or other irregularities to Aboitiz Foods and their employer Group Company. 

Given the complex and fact-specific nature of the issues that can arise under these Guidelines, any questions about these Guidelines and any concerns should be immediately raised or reported to any of the following: 

• The Employee’s supervisor 
• Aboitiz Foods Legal, Corsec and Compliance Team 
• SBU or BU Compliance functions 
• Human Resources Team 
• Aboitiz Foods General Counsel 

Reporting of violations may also be done anonymously through Aboitiz Foods’ third-party hotline provider, available at https://aboitiz.com/contact-us/whistleblowing-hotline. An anonymous report should provide enough information about the incident or situation to allow Aboitiz Foods or the Group Company to investigate properly. Any Company Employee having information or knowledge of any conduct inconsistent with these Guidelines must promptly report such matters. It is the Company’s policy that employees will suffer no retaliation for reporting potential compliance concerns or perceived violations of these Guidelines or the law.

Employees with any questions about these Guidelines should contact Aboitiz Foods Legal, Corsec and Compliance Team or any of the contact points discussed in Section IX above.