Policies & Protocols

‍As a publicly-listed company, Aboitiz Equity Ventures Inc. (AEV) is covered by stringent laws and regulations. All employees are made aware of their responsibility to understand and follow the laws relevant to their roles, ensuring they operate within both the letter and the spirit of these regulations. Employees are expected to act lawfully and avoid any appearance of impropriety. AEV ensures that all stakeholders are aware of the various laws governing its operations and adopts policies to encourage compliance and prevent violations.

‍One such policy is the prohibition on accepting gifts from individuals or entities with a beneficial relationship with the Company. Employees are informed that gifts and special favors can create inappropriate expectations or obligations. Business gifts and entertainment are only acceptable if they are modest in value and occur in the ordinary course of business. For details, please see the Company’s Code of Ethics and Business Conduct.

‍In dealings with suppliers and other business partners, AEV ensures compliance with relevant laws, such as requiring appropriate certificates of registration from the Bureau of Internal Revenue. The Company mandates that the Board, management, and employees remain free from conflicts of interest as stipulated in the Code of Ethics. Directors are prohibited from participating in any Board discussion or decision that affects their personal, business, or professional interests. All employees, officers, and directors have an obligation to act in the best interests of the Company.

‍AEV’s Code of Ethics and Business Conduct, along with other internal policies, requires the disclosure of conflicts of interest and mandates that employees refrain from entering into transactions that could create such conflicts. All employees are required to complete a corporate governance e-learning course on the Company’s governance policies. Directors are encouraged to disclose any conflicts of interest and to refrain from participating or voting on related matters. The obligation to act in the best interests of the Company is emphasized for all employees, corporate officers, and directors.

‍By implementing these comprehensive policies, guidelines, and charters, AEV ensures that its Manual of Corporate Governance and Code of Ethics are effectively translated into daily practices. This commitment to governance and ethical conduct drives the company’s long-term success and sustainability, fostering trust and confidence among all stakeholders.

In dealings with its customers, suppliers and business partners, the Company abides by the Fair Dealing Policy found in its Code of Ethics and Business Conduct. The basis of the policy is the Company’s objective to out-perform its competition fairly and honestly through superior performance. Every employee, officer and director therefore always prioritizes the best interests of the Company’s clients and endeavors to deal fairly with suppliers, competitors, the public and one another. No one should take unfair advantage of anyone through manipulation, abuse of privileged information, misrepresentation of facts or any other unfair dealing practice.

 In dealings with suppliers and other business partners, the Company likewise ensures that they are compliant with the laws, for example, requiring appropriate certificates of registration from the Bureau of Internal Revenue. Another example is the detachment of the Board, management and employees from any conflict of interest as mandated in the Company’s Code. All Directors are prohibited from participating in any Board discussion or decision affecting their personal, business or professional interests in a transaction involving the Company as a party. All employees, officers and directors have an obligation to act in the best interests of the Company.

The AEV Data Privacy Policy establishes comprehensive guidelines to ensure compliance with the Philippine Data Privacy Act of 2012. It aims to promote the fair and lawful processing of personal data, maintain its confidentiality, integrity, and availability, and protect the company from reputational and legal risks. The policy covers all forms of personal data, whether physical or digital, and all processing methods, including manual and automated. It defines key terms such as personal data, processing, and data breaches to provide clarity and ensure consistent implementation.

‍The governance framework assigns oversight to the Board of Directors, while a Data Protection Officer (DPO), appointed by the AEV Board, is responsible for compliance, training, risk assessments, and breach management. Department leaders and team members also play critical roles in embedding privacy policies into daily processes, conducting assessments, and reporting incidents. Data subjects’ rights, such as the rights to access, rectify, object, and erase their data, are explicitly recognized and protected. The policy also mandates that personal data must be accurate, relevant, and retained only for as long as necessary for its intended purpose.

‍Data sharing is regulated, requiring explicit consent even within AEV’s affiliates and necessitating formal agreements to ensure compliance. Security measures include organizational, physical, and technical safeguards, along with employee training to foster awareness. Contractors and third-party service providers are required to adhere to privacy and security standards through contractual agreements and audits. The policy also outlines a detailed breach management process, which involves creating a response team to address incidents, mitigate effects, and comply with reporting requirements to the National Privacy Commission (NPC).

‍Compliance requirements include registering data processing systems with the NPC for certain activities, submitting annual reports of security incidents, and notifying the NPC of automated data processing that significantly affects individuals. Violations of the policy may result in disciplinary action, including civil or criminal penalties. Overall, the policy emphasizes accountability, robust safeguards, and continuous adherence to privacy standards to protect the rights of data subjects and uphold the integrity of the Company’s operations.

‍Click HERE to access the Company's Data Privacy Policy.

The AEV Disclosure Policy establishes comprehensive guidelines to ensure compliance with Philippine laws, protect material non-public information, and maintain transparency while safeguarding the company’s commercial interests. Aligned with the Securities and Exchange Commission (SEC) and Philippine Stock Exchange (PSE) regulations, the policy regulates how directors, officers, and employees disclose information about AEV, its subsidiaries, and affiliates. It identifies Authorized Persons such as the CEO, Chief Compliance Officer, and Governance and Compliance, Investor Relations, and Reputation Management Teams, who are responsible for disclosures, and defines key terms like Confidential Information, including trade secrets and business strategies, and Material Information, which could significantly impact market prices or stakeholder decisions.

The policy emphasizes the importance of accurate, timely, complete, and accessible disclosures while ensuring equal access to information for all stakeholders. It prohibits selective disclosure and balances transparency with the protection of commercial interests. Material Information must first be disclosed to the SEC and PSE before being shared with third parties. This includes significant changes such as adjustments to capital stock, major transactions, or cessation of key operations. The policy also mandates updates on corporate governance, social and environmental policies, and significant shareholders owning at least 5% of the Company.

Private information, such as Confidential Information and Material Non-Public Information, is strictly safeguarded. Access is limited to authorized individuals who must adhere to confidentiality agreements, with strict prohibitions on misuse or unauthorized disclosure. Insiders, including directors, employees, and regulatory officials, are barred from using non-public material information for personal or commercial gain. Shareholders have the right to access public documents, such as corporate governance manuals, by submitting written requests with proof of ownership. These documents are made available for inspection or provided as copies.

‍The Chief Compliance Officer oversees the timely and accurate filing of reports with regulatory bodies, including quarterly and annual financial reports, material event disclosures, and audited financial statements, which are published annually. The policy also establishes clear channels for disclosure, including press releases, website updates, and regular analysts’ briefings. The Board SGRPT Committee is tasked with reviewing and updating the policy to ensure it remains relevant and effective. Overall, the policy reinforces AEV’s commitment to transparency, regulatory compliance, and the protection of stakeholder interests.

Click HERE to Access the Company’s Disclosure Policy.

‍‍The AEV General Trading Policy outlines comprehensive guidelines to ensure compliance with securities laws, prevent insider trading, and promote responsible handling of material non-public information. The policy applies to all directors, corporate officers, team members, and team leaders of AEV, emphasizing that non-compliance may result in criminal and civil liabilities, as well as reputational harm to both the individual and the Company. The policy also introduces the concept of a Trading Blackout, a specified period during which trading in securities is prohibited for individuals listed on the Trading Blackout List.

‍Insider trading is strictly prohibited, and no individual may trade securities while in possession of material non-public information or share such information with others for trading purposes. Trading is only allowed two full trading days after the public disclosure of material information. Mandatory trading blackouts are enforced five trading days before and two full trading days after the public release of quarterly or annual earnings, with the Chief Compliance Officer empowered to impose additional blackouts as needed.

‍The policy also mandates that directors and corporate officers report their beneficial ownership of AEV securities within one day of election or appointment and disclose any changes in ownership within one day of the transaction. This reporting obligation extends to securities held indirectly through family members, partnerships, or entities controlled by the individual. The Chief Compliance Officer oversees adherence to the policy, including maintaining the Trading Blackout List and ensuring timely reporting. Violations of the policy may lead to administrative sanctions under AEV’s governance framework.

‍Click HERE to access the Company’s General Trading Policy and HERE for the FAQs.

‍‍The AEV Guidelines for the Nomination and Election of Independent Directors provide a clear framework to ensure a transparent and structured process for selecting independent directors in compliance with the Corporation Code, Securities Regulation Code (SRC), and other relevant regulations. The Board SGRPT Committee oversees the process, including pre-screening and shortlisting candidates based on established qualifications and disqualifications. Qualified candidates must meet the SRC’s definition of an independent director, hold at least one AEV share, and be at least 21 years old with a college degree or significant business management experience. They must demonstrate integrity, diligence, and a willingness to fulfill their responsibilities, with no conflicts of interest that could compromise AEV’s interests. Conflicts may include affiliations with competing companies or entities deemed antagonistic to AEV.

‍Disqualifications apply to individuals convicted of offenses involving moral turpitude, fraudulent acts, or violations of SRC or related laws. Additional disqualifications include insolvency, significant criminal convictions, or affiliations that conflict with AEV’s interests. Nominees must submit certifications affirming their eligibility, including statements confirming they have no conflicts of interest.

Nominations are accepted annually from January 1 to February 15, unless extended for valid reasons. Submissions must include a Nomination Form, biodata, a signed Conforme, and required certifications. After pre-screening nominees, the Committee provides a final list to the Corporate Secretary for inclusion in the Company’s election process. Independent directors must adhere to certification requirements detailing their qualifications and compliance with their duties under relevant laws.

‍Click HERE to access the Company’s Guidelines for the Nomination and Election of Independent Directors.

‍The AEV Related Party Transactions (RPT) Policy, ensures that related party transactions are conducted with fairness, transparency, and compliance with legal and governance standards. The policy mandates that RPTs be conducted at arm’s length, offering terms no less favorable than those available to unrelated third parties under similar circumstances, to protect the interests of stakeholders.

Click HERE to access the Company’s Amended Policy on Related-Party Transactions.

‍The policy applies to transactions with related parties, including directors, officers, substantial shareholders, and affiliates. RPTs are categorized by materiality: Material RPTs (10% or more of consolidated total assets), Significant RPTs (Php 100 million and above), Nominal RPTs (below Php 100 million), and Exempt RPTs, which include routine business transactions and intercompany arrangements. Material RPTs require SGRPT Committee review, approval by two-thirds of the Board, and majority support from independent directors, with shareholder approval required if independent directors do not approve.

The Board and senior management oversee RPTs through robust systems and controls, maintaining a Related Party Registry and conducting regular reviews to align with regulatory changes. This policy reflects AEV’s commitment to fairness, transparency, and ethical governance practices while safeguarding stakeholder interests.

‍The policy mandates detailed documentation, reporting, and disclosure, including inclusion in AEV’s Integrated Annual Corporate Governance Report (I-ACGR) and compliance with SEC requirements. Directors and Officers must disclose personal interests in RPTs, abstain from voting, and avoid impacting quorum calculations. Whistleblowing mechanisms address abusive RPTs, ensuring restitution and penalties for violations.

‍‍The AEV Conflict of Interest Policy ensures that all business transactions are conducted impartially, transparently, and in the best interest of the Company and its stakeholders. It requires Directors and Team Leaders to avoid and address potential conflicts of interest by adhering to arm’s length principles and disclosing relevant information. The policy applies to all AEV Directors, Officers, and related parties, including Subsidiaries, Affiliates, Associates, and major shareholders.

‍Directors and Team Leaders must disclose any actual or potential conflicts of interest, including business and financial interests, directorships, and shareholdings, to the Board through the Corporate Secretary. They are required to abstain from participating in discussions or voting on matters where conflicts exist. Disclosure requirements also extend to related party transactions, interlocking directorships, management contracts, and share purchases by Directors or Team Leaders, ensuring compliance with the rules of the Securities and Exchange Commission and The Philippine Stock Exchange.

The policy categorizes conflicts as related party transactions, interlocking directorships, and situations involving management contracts or significant shareholder influence. In each case, the policy outlines conditions to ensure fairness, such as excluding conflicted directors from quorum calculations and requiring that contracts be fair and reasonable. Share transactions by directors or senior managers must be promptly reported for disclosure.

To maintain transparency, AEV reports all related party transactions and conflict of interest situations in its annual report and regulatory filings. This policy underscores AEV’s commitment to ethical governance, integrity, and protecting stakeholder interests.

‍Click HERE to access the Company’s Policy on Conflict of Interest Situations.