1. Whistle-blowing Policy:
The Whistleblower Policy applies to all directors, and authorized participants and market makers of First Metro Philippine Equity Exchange Traded Fund, Inc. (FMETF).
The highlights of the policy are as follows:
|To encourage stakeholders to strengthen FMETF’s system of integrity by reporting acts of fraud, malpractice, conflict of interest or violation of internal/regulatory policies, procedures and control.
||The Head of Internal Audit Group of Metrobank (IAG Head) shall be the designated recipient of complaints from the reporting entity and is authorized to implement the policy.
The asset manager shall be responsible for disseminating this policy to all stakeholders of FMETF.
|Protection of Reporting Employee
|| FMETF shall maintain the identity of the reporting entity as confidential unless otherwise stated in the policy.
Filing of Complaints
|Complaints/concerns shall be in writing using a prescribed form (attached in the policy) and shall be addressed to the IAG Head via email or pouch. Details on the complaint/concern such as but not limited to the following should also be disclosed:
Full name and position of the respondent (i.e. person subject of the complaint)
Brief statement on relevant and material facts such as description of the violation/incident, approximate date/s, time and place of commission of the act, persons involved
Any evidence including affidavits of witnesses and/or third parties
||The IAG Head shall conduct a preliminary evaluation and endorse the same for investigation, if substantiated and within the scope of the policy. If based on the preliminary evaluation it was found that the complaint is not sufficient in substance, the IAG head shall inform the reporting entity within 5 working days from receipt.
||If the complaint is substantiated and disciplinary action is necessary, the IAG Head shall report the same to the President (cc the Audit Committee). The President will then form an Ad Hoc Committee that will initiate administrative proceedings based on the Code of Ethics and/or company policies, as applicable.
If it was determined that the Reporting Employee and/or witness has made baseless, untruthful, fabricated, malicious or vexatious allegations sanctions shall be imposed in accordance with the Code of Ethics and/or relevant company policy.
|Handling of Complaints on Retaliation
||If the Reporting Entity or Witness believes he has been retaliated upon for filing a complaint or for participating or cooperating in an investigation, a written complaint using the Retaliation Complaint Form may be filed with the IAG Head within one month from the occurrence of the alleged act or retaliation incident.
The IAG Head shall conduct preliminary evaluation of the retaliation complaint to determine if it meets the definition of retaliation, if it indicates serious implications to the complainant, if there is a probable cause to warrant further investigation and to determine the appropriate investigating unit.
If there is prima facie evidence of retaliation and disciplinary action is necessary, the IAG Head shall report the same to President. The President will form an Ad Hoc Committee that will initiate administrative proceedings following the Code of Ethics and/or company policies.
If the complaint is false or without basis, the IAG Head shall inform the complainant that the case shall be closed and the reasons for such.
2. Conflict of Interest Policy
Dealings with our Directors, Officers, Stockholders, and their Related Interests are made in the regular course of business and upon terms not less favorable to FMETF than those offered to other entities.
We do not become engaged in personal activity that directly competes or may potentially compete with the company’s business.
Commitment of Corporate Funds – We do not commit funds of FMETF to a borrower or other entity when any part of those funds will be to our personal benefit, directly or indirectly.
3. Insider Trading Policy
This Policy on Insider Trading states the standards of conduct applicable to the directors and employees of companies within the First Metro Group to the extent that they are considered insiders having access to material nonpublic information about the securities of companies within the First Metro Group.
Prohibited Insider Trading. Under the Securities Regulation Code (SRC), it is a crime for a director or employee of a company within the First Metro Group to trade based on or to communicate Material Nonpublic Information about any of the companies within the First Metro Group to any person whom the director or employee has reason to believe will trade on those securities (“Tipping”).
Disclosure of Material Nonpublic Information about any of the companies within the First Metro Group, or any Partner shall be made on a reasonable need-to-know basis and in furtherance of a legitimate business purpose.
Material Nonpublic Information. Information about the securities is considered Material Nonpublic if it has not been generally disclosed to the public and, if disclosed, would likely affect the price of the securities whether positively or negatively.
Coverage. The statement on Prohibited Insider Trading applies to all directors and employees within the First Metro Group as well as their immediate family members residing with them in the same household as well as to corporations, other entities and funds subject to their influence or control (“Associates”). Their compliance with this Policy is the responsibility of the director or employee concerned.
Insiders Required to Report. For listed companies within the First Metro Group (currently, First Metro Exchange Traded Fund or FMETF), the following Insiders shall be required to report their respective beneficial ownership of listed shares of stock in FMETF pursuant to the requirements of the Securities and Exchange Commission (SEC) and the Philippine Stock Exchange (PSE):
Directors and Officers
Directors, Officers and Employees of the Asset Manager, the Authorized Participants, and the Market Makers
Blackout Rule and Preclearance Procedures
No Trading. An Insider and his Associates must not sell or buy FMETF shares of stock during the period within which a Material Nonpublic Information is obtained and up to two (2) trading days after the Information is disclosed (“Blackout Period”). For the quarterly, annual and interim financial statements, the Blackout Period shall be ten (10) days before and two (2) days after the disclosure of the financial statements. For all other disclosures of material information, the Blackout Period shall be as determined by the Investor Relations Department.
Clearance to Trade. To ensure compliance with the Blackout Rule, an Insider is required to seek clearance from the Compliance Officer prior to trading the company’s shares of stock.
Sanctions. A violation of any of the provisions of this Policy may result in disciplinary sanctions including termination of employment, in addition to any applicable penalty that may be imposed under the Securities Regulation Code and other applicable regulations of the SEC and PSE.
While this Policy focuses on insider trading by directors and employees within the First Metro Group, the broader definition of the term “insider” under the SRC includes any person with access to Material Nonpublic Information. Thus, even after the termination of the relationship with First Metro, the obligation of a former director or employee not to trade or tip on the basis of Material Nonpublic Information remains.
4. Related Party Transaction Policy
The prescribed guidelines shall provide guidance on related party transactions and ensure that the highest ethical standards consistent with the principles for enhancing corporate risk governance are observed.
FMETF, through its Board of Directors (BOD), shall ensure that transactions with related parties are reviewed to assess risk, are subject to appropriate restrictions to ensure that such are conducted at arm’s-length terms and that corporate or business resources are not misappropriated or misapplied.
Related Party shall mean any of FMETF’s Directors, Officers, Stockholders and their related interests, or any of their immediate family members with beneficial ownership or significant influence/control in the party/company that the FMETF has or will have dealings with.
Related Party Transaction on the other hand, shall mean a financial transaction, arrangement or relationship (or any series of similar transactions, arrangements, relationships) a. where the Company is a participant and b. where any Related Party has or will have a direct or indirect material interest. Related Party Transactions shall include transfer or exchange of resources or facilities between the Company and its related parties, such as but not limited to credit facilities, derivatives, purchase/sale/transfer/lease of assets and provision, equity investments and provision and receipt of services. It shall also include transactions entered into, without any economic value by itself, except to avoid compliance with some requirement or prohibition under the law, rules and regulations.
Sanctions. Proper disclosure is governed by standards on honesty and integrity as stated in the Company’s Code of Ethics. Any violation will be considered a breach of such standard. Directors and Officers who fail to disclose a related party transaction shall be subject to sanctions and penalties as may be prescribed by the BOD.