Whistle Blowing Policy
CAT is primarily dedicated in curtailing the illegal and unethical behavior within the Corporation. It is committed to upholding the core values of Integrity Honesty, Ethics, and Trust to foster and encourage an environment which shall not tolerate any illegal or unethical behavior.
This policy provides a formal procedure for a whistle blower, who may be a director, officer, employee, or other third party, who may raise his/her concerns regarding an illicit or unethical event inside the Corporation. The whistle blower is assured that the safeguards are established for protection from reprisals, harassment, or disciplinary action as a result of raising the said concern.
The term “whistleblowing” refers to a report of a suspected or actual illegal or unethical behavior inside the Corporation. Whistleblowing concerns include, but not limited to:
• Violation of Laws, whether civil or criminal;
• Violation of Rules and Regulations of Regulatory Agencies;
• Violation of Internal Rules, such as Code of Business Conduct and Ethics, Policies, Manual on Corporate Governance, Employees Manual on Company Rules and Regulation;
• Acts of Corruption and/or Bribery;
• Behavior that will negatively affect the Corporation’s reputation
• Conduct prejudicial to the health and safety of the workplace
• Deliberate obstruction or concealment of any illegal or unethical behavior
The whistleblower may send a report through any available means of communication to the Human Resources Department, the President and COO, or the Chief Compliance Officer.. The report shall be treated in utmost confidence and the identity of the whistleblower shall not be disclosed, except when the whistle blower may be put to testify in court. The corporation shall not be responsible in confidentiality issues when the whistle blower has communicated his report to a third party.
Anonymous reports, though not prohibited, are highly discouraged as the veracity of the information may be put in issue.
Intentionally submitting a false report/allegation or fabricating any material evidence shall be dealt with severely. Proper disciplinary action may be sanctioned against the employee, without prejudice to the right of the Corporation or the aggrieved party to initiate any civil or criminal suit.
Policy on Conflict of Interest
CAT puts premium in the fair and impartial dealings with third parties. Directors, Officers and Employees are enjoined conduct fair business transactions with the corporation and ensure that his personal interest does not conflict with the interests of the corporation. Further, Directors, Officers and Employees must not use their position of connection to the corporation to profit or gain some benefit or advantage for himself and/or his related interests at the expense of the Corporation.
A conflict of interest shall be considered material if the Director’s, Officer’s or Employee’s personal or business interest is antagonistic to that of the corporation or stands to acquire or gain financial advantage at the expense of the corporation.
Specifically, the Board of Directors are expected to foster the long-term success of the corporation and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and the best interests of its stockholders and other stakeholders.
A system of check and balance must be present within the Board. A regular review of the effectiveness of such system should be conducted to ensure the integrity of the decisions making and reporting processes at all times. There should be continuing review of the corporation’s internal control system in order to maintain its adequacy and effectiveness
A director should act in the best interest of the corporation in a manner characterized by transparency, accountability and fairness.
The basic principle to be observed is that a director should not use his position to profit or gain some benefit or advantage for himself and/or his related interests. He should avoid situations that may compromise his impartiality. If an actual or potential conflict of interest may arise on the part of a director, he should fully and immediately disclose it and should not participate in the decision making process. A director who has a continuing material conflict of interest should seriously consider resigning from his position.
Employees are prohibited from transacting personal business on company premises whether the employee is on or off-duty is prohibited and subject to disciplinary action ranging from reprimand to dismissal.
Any employee who commits an act of immorality and whose immoral conduct interferes with the proper performance of his duties, or cause actual harm to the interest of the Company or has a reasonable tendency to cause such harm shall be penalized with termination of employment
Any employee who by any of the means falsified document to the damage or detriment of the interest of the Company, or with the intention of causing such damage or detriment to Company interests shall be penalized with termination of employment.
The Board’s oversight responsibility pursuant to Section 6.1 of the Manual on Corporate Governance includes, conflict of interest situations. The Audit Committee has been created to assist the Board in fulfilling its oversight responsibility of the Company’s corporate governance process relating to the determination and resolution of possible conflict of interest between and the Company and/or its group and their directors, officers and significant shareholders.
Policy on Insider Trading
The Central Azucarera de Tarlac adopts the restrictions on the trading of securities by an “Insider” or those individuals who have obtained material non-public information in accordance with the prevailing laws. Material Non-Public Information refers to the information that has not been generally disclosed to the public and would likely affect the market price of the security after being disseminated to the public and the lapse of a reasonable time for the market to absorb the information or would be considered by a reasonable person important under the circumstances in determining his course of action whether to buy, sell or hold a security.
Covered Individuals
1. All members of the Board of Directors
2. All Executive Officers of the Company who are or maybe in possession of material non-public information about the Company due to their position.
3. Consultants and Advisers of the Company
4. All other employees who are made aware of material non-public information
5. Immediate family members of the above-mentioned Individuals
Restrictions on Trading
The covered individuals are prohibited from trading during the following blackout periods:
1. For Structured Disclosures, the covered individuals are prohibited from trading during ten (10) trading days before and three (3) trading days after the disclosure.
2. For Unstructured Disclosures, the covered individuals are prohibited from trading from the time he acquired of material non-public information until three (3) trading days after the disclosure.
Non-Compliance
Violation of this Policy shall be subject to disciplinary action under the Company’s Code of Conduct and Discipline without prejudice to any criminal or civil proceedings, which, any aggrieved party, the Corporation, or government agency may file.
Policy on Related Party Transactions
CAT shall comply with the prescribed laws, rules and regulations relative to transactions involving related parties. Policies and procedures are formulated and strictly implemented to ensure the integrity and transparency of related party transactions between and among the corporation and its parent company, joint ventures, subsidiaries, associates, affiliates, major stockholders, officers and directors, including their spouses, children and dependent siblings and parents, and of interlocking director relationships by members of the Board.
Parties are considered to be related if one party has the ability, directly and indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. The Corporation, in the normal course of business, has transactions with related parties.
However, to ensure integrity and transparency, all material information about the related party transaction, which could adversely affect its viability or the interests of the stockholders, shall be publicly and timely disclosed through the appropriate Exchange mechanisms and submissions to the Securities and Exchange Commission.
In addition, the Corporation’s operations are not dependent on its related parties and it provides sufficient working capital support to its related parties.
In compliance with Securities and Exchange Commission Memorandum Circular No. 10, Series of 2019, CAT adopted its Material Related Party Transactions Policy. Download copy of the Policy here.
Policy on Health, Safety and Welfare of Employees
Safety Management System
Central Azucarera de Tarlac (CAT), an integrated sugar manufacturing plant producing raw and refined sugar, molasses, alcohol, carbon dioxide and yeast is committed to manage and continuously improve its Safety Management System (SMS) that shall provide a safe and healthy workplace. It aims to prevent and/or minimize accidents, injuries, and occupational health hazards relevant to the activities, products, and services of the organization.
The company commits itself to comply with the current applicable Occupational Health and Safety (OHS) legislations and with the other requirements to which it subscribes. All the required governmental permits, licenses, registrations and clearances are lawfully obtained and the subsequent reportorial requirements are strictly observed.
This SMS Policy shall be periodically reviewed to ensure that it remains relevant and appropriate to the organization.
Environment Management System
CAT is committed to implement and continuously improve a consistent Environmental Management System (EMS) that shall help minimize the negative impacts of the above operations to land, air, and water; and to provide a clean, safe, and healthy environment for the reciprocal benefit of its employees, stakeholders, and the community where we operate.
CAT strives for continuous improvement of sustainable development by developing, placing and continuously improving effective controls and procedures to conserve energy, water and other raw materials. Implementation of reduce water consumption and other supporting programs has been spearheaded to prevent depletion of water resources. CAT encourages the implementation of re-using and recycling materials to reduce environmental impact down to a minimum.
CAT seeks to prevent pollution at its source reduce solid-liquid waste generated at our facilities and to establish and support pollution-prevention procedures/programs that shall prevent, if not minimize, adverse effects of activities and/or conditions to its employees and to the environment. All chemical wastes are ensured to be treated before disposal to prevent harsh impact to the environment and to the employees.
Further, CAT is committed to complying with all relevant national and local environmental laws, rules and regulations. It shall aim to regularly monitor and improve means to control air emissions, land and water discharges to assure compliance.
Safety Welfare
CAT encourages employees from all levels to actively participate and support all programs of protection of human health, occupational safety, and protection of the environment that shall improve productivity and reduce incidence of work accidents. CAT shall provide appropriate environmental training and awareness to encourage its employees to practice this awareness and to actively promote a sense of responsibility among themselves and to other interested parties.
CAT shall provide the employees are with the required trainings and protective clothing and gears used in the handling of machineries inside the sugar mill. Further, they are educated to assess and be prepared for emergency situations within the workplace to minimize, if not to eliminate, disastrous accidents
Training and Development
CAT believes in the creation of learning opportunity to its employees to achieve their full potential and development. The Corporation views development as an on-going partnership between the company and its employees, with the latter having the responsibility to grow in knowledge, skills and values or attitudes in areas that match the needs of the company.
Training shall focus on the development of the alignment of purpose and performance across the company, with particular emphasis on individual employee; team; and the total organization.
Trainings are provided in order to develop and maintain a competitive workforce through formal training and/or informal training, which shall equally provide the trainee. Formal training events includes formal training courses (both in-house and external), on-the-job-training, study tour, temporary work assignments. Informal training events includes projects and task force assignments, readings, fora, seminars, video and audio presentations.
Trainings are particularly provided for the following individuals:
1. New hired employees
2. Employees who assume new responsibilities or positions
3. Employees who needs improvement in job performance and
4. Employees who must acquire changes in technology, services, practices, procedures, and governmental requirements
Scope of the Trainings shall focus on the following various contents:
5. Managerial/Supervisory – related to leadership and management roles and fuinctions
6. Technical
1. Functional – job related function
2. Environmental, Health, and Safety – related to compliance with company policies, objectives, and procedures; and governmental laws.
3. Computer – related to software applications
The Organization Manpower and Resource Development Department (OMRDD) shall:
1. Identify the training needs of the employees, including the general awareness for environmental aspects and impacts, and other specialized jobs.
2. Prepare and submit to the Resident Manager for approval the training plan including budget, and other resources needed.
3. Implement, conduct, or monitor the training, seminar, or workshop programs. Resource person/trainor must have the competency requirements based on education, training and/or experience as evidenced by his/her training certificates.