Code of Business Conduct and Ethics

(1) The company’s policies on the following business conduct or ethics affecting directors, senior management and employees:

Business Conduct and Ethics

Directors / Senior Management / Employees

(a) Conflict of Interest

IRC expects its employees to refrain from any activity which will in anyway interfere with or run in conflict with their work or jeopardize the Company’s interest. Everyone is expected to conduct himself properly so that his good faith and integrity shall not be open to question. The following are areas where conflict of interest may occur:

Confidentiality
No employee shall, without authority, give or release to anyone any data or information of confidential nature concerning the Company, such as those relating to decisions, plans or competitive bids, or to use such information to his/her personal advantage and not to the best interest of the Company.

Other employment / Outside interests
Employment with the Company is regarded as a full-time occupation during working hours. No employee may engage in other gainful employment with another employer or engage in any other interest which will adversely affect the employee’s performance during working hours. It is considered to be in conflict with the Company’s interest for an employee to serve:

as an officer or director of any other company without the consent of the Board of Directors or Executive Committee of IRC; or
in any management capacity for, or as a consultant to any individual, firm or other company doing or seeking to do business with the Company.

Own/family’s interest in another company
It is considered in conflict with Company’s interest, for an employee or any member of his/her immediate family to have an interest in another company which has, or is seeking to have business dealings with the Company, esp. when there is an opportunity for preferential treatment to be given or received. Exception: where such an interest comprises securities in widely held quoted corporation or in private companies where the interest is not material. Where such a conflict exists, the employee is strictly prohibited from getting involved or participating in the transaction.

Gifts/perquisites
An employee should not accept commissions, loans or advances (other than from financial institutions), materials, services repairs at no cost of at unreasonably low prices, excessive or extravagant entertainment, gifts in cash or in kind and gift certificates from any firm(s) or individual(s) doing or seeking to do business with the Company, in exchange for any favor, promise or reward. During occasions, employees may receive gifts and favors, but in no case should the value thereof exceed nominal proportions.

Standing for elections
In order that the Company can avoid involvement or identification with any political party, an employee who wishes to run for elections must resign from the Company upon the employee’s submission of his application for the position desired.

(b) Conduct of Business and Fair Dealings

In competition and fair dealings, the company’s Directors, Senior Management and Employees, shall:

not take unfair advantage of anyone through manipulation, collusion, concealment,
abuse of privileged information, or misrepresentation of material fact;
not make false statements against competitors, their products and/or services; and
exercise reasonable and prudent professional judgement when dealing with clients.

Deal fairly with the Company’s customer, service providers, suppliers, competitors and employees.

(c) Receipts of gifts from third parties

An employee should not accept commissions, loans or advances (other than from financial institutions), materials, services repairs at no cost of at unreasonably low prices, excessive or extravagant entertainment, gifts in cash or in kind and gift certificates from any firm(s) or individual(s) doing or seeking to do business with the Company, in exchange for any favor, promise or reward. During occasions, employees may receive gifts and favors, but in no case should the value thereof exceed nominal proportions.

(d) Compliance with Laws and Regulations

Directors, officers and employees shall uphold right conduct and shall personally adhere to the norms and restrictions imposed by applicable laws, rules and regulations. They shall not accept demands brought on by prevailing business conditions or perceived pressures as excuses to violate any law, rule or regulation.

(e) Respect for Trade Secrets/Use of Non- public Information

Directors, Officers and employees shall maintain and safeguard the confidentiality of information entrusted by the Company, customers, business partners or such other parties with whom the Company relates, except when disclosure is authorized or legally mandated. They should not trade the company’s securities using price available publicly, and obtained by reason of position, contact within, or other relationship with the Company.

(f) Use of Company Funds, Assets and Information

Directors, Officers and Employees shall use company property and resources including company time, supplies and software, efficiently, responsibly and only for legitimate business purposes only. They shall safeguard company assets from loss, damage, misuse or theft and shall respect intellectual property rights.

(g) Employment & Labor Law & Policies

Employment in the Company signifies willingness and commitment to perform according to standards set by management and to abide by all the policies and procedures as well as rules and regulations of the Company. The Company has an Employees’ Manual of Policies and Procedures which provides for employee rights, obligations and sets policies on employee- related matters to ensure uniformity and consistency in the interpretation and implementation of Human Resources Policies and Programs, which are consistent with and in accordance with relevant provisions of the Labor Code.

(h) Disciplinary action

In accordance with the Company’s Code of Discipline and depending on the nature of the misconduct, the Company may mete out the following disciplinary actions to erring employees, officers and directors:

Verbal warning,
Written warning,
Suspension, and
Termination

(i) Whistle Blower

No written policy on this.

(j) Conflict Resolution

Done in accordance with the Company’s Code of Discipline

If an employee is aggrieved by disciplinary action taken by his superior, he/she may appeal within three (3) days of its occurrence in the following manner:

An employee alleging that he/she has a grievance must immediately lodge it in writing to his superior within three (3) days.
If the matter is not resolved within three (3) working days after such grievance is lodged, the matter will be referred to the Personnel Manager for mediation within a further period of three (3) days.
If the matter is still not resolved, the Executive Committee will form a Disciplinary Board comprising a member of the EXCO, the Personnel Manager and one (1) other manager. Investigation will be made and witnesses may be called to give evidence. The decision of the Disciplinary Board is final. Although no occurrence of conflict resolution had been experienced for Directors, a similar process will be followed.

(2) How the company implements and monitors compliance with the code of ethics or conduct:

The Personnel Manager implements and monitors compliance with the Company’s Code of Ethics. HR policy manual is provided to all employees. General meetings are held to reiterate policies. So far, no Director had been sanctioned for violation of the Company’s Policies on Code of Ethics and Discipline.