Group Code of Conduct
Code of Business Conduct
ICTSI has grown over the years to become a leading port management company with a global presence that extends to the furthest corners of the world. Our excellent reputation is no accident. We have built a world-class company through the efforts of our people, their hard work, professionalism and integrity.
We operate in very different and often challenging environments, which makes it extremely important for us to conduct our business with the highest standards of integrity in order to maintain our reputation wherever we go and in every action we take. We have consolidated our company's principles in this Code of Conduct as a framework for the way we operate. This Code of Conduct sets out what is expected of every employee and business partner working with or on behalf of ICTSI.
On behalf of the ICTSI Board of Directors, we would like to thank our employees and business partners for familiarising themselves with this Code of Conduct and for conducting business in accordance with our core principles and values. It is your dedication that will enable us to succeed in the future.
1. Introduction
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1.1 Despite the global spread of our people, offices and operations, we are guided by our core principles and values. We hold ourselves to the highest ethical standards of honesty and integrity. We respect and comply with the laws of any country in which we operate. The Code of Conduct ("the Code") serves as a statement of our beliefs, values and commitments.
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1.2 The Code provides guidance on key issues and is by no means exhaustive in addressing every ethical issue that may arise. Its application may also vary due to local laws and regulations. If you have any questions, please consult the Vice President for Corporate Affairs and Governance for advice.
1.1 Despite the global spread of our people, offices and operations, we are guided by our core principles and values. We hold ourselves to the highest ethical standards of honesty and integrity. We respect and comply with the laws of any country in which we operate. The Code of Conduct ("the Code") serves as a statement of our beliefs, values and commitments.
1.2 The Code provides guidance on key issues and is by no means exhaustive in addressing every ethical issue that may arise. Its application may also vary due to local laws and regulations. If you have any questions, please consult the Vice President for Corporate Affairs and Governance for advice.
2. Outreach
This code governs the following:
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2.1 International Container Terminal Services, Inc., together with its subsidiaries, joint ventures and associated companies in which ICTSI or its subsidiaries have management control (collectively referred to as "ICTSI").
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2.2 All ICTSI employees, officers, directors, advisors, consultants, contractors, interns, temporary workers, day labourers and agency staff, resident employees, representatives or any other person associated with us, wherever located (collectively referred to as "employees" in this Code); and
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2.3 External third parties who are parties outside the company, but who act with ICTSI, for ICTSI or on behalf of ICTSI, including: officers, consultants, distributors, equipment partners, contractors and certain suppliers. Suppliers who do not represent ICTSI are excluded. The obligations set forth in this Code apply equally to the external third parties listed above as if they were ICTSI employees, if any.
3. Responsibility
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3.1 It is the responsibility of each employee to familiarise themselves with the spirit and letter of this Code and to comply with it.
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3.2 ICTSI takes violations of the Code seriously. Employees who fail to comply with the Code may be subject to disciplinary action, including termination of employment. Third parties who violate the Code may be sanctioned by termination of the business relationship and by being barred from acting on behalf of ICTSI in the future.
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3.3 If you have any concerns or become aware of any violations of this Code, you are responsible for reporting the violation immediately to your area manager. You may also notify the Vice President for Corporate Affairs and Governance.
3.1 It is the responsibility of each employee to familiarise themselves with the spirit and letter of this Code and to comply with it.
3.2 ICTSI takes violations of the Code seriously. Employees who fail to comply with the Code may be subject to disciplinary action, including termination of employment. Third parties who violate the Code may be sanctioned by termination of the business relationship and by being barred from acting on behalf of ICTSI in the future.
3.3 If you have any concerns or become aware of any violations of this Code, you are responsible for reporting the violation immediately to your area manager. You may also notify the Vice President for Corporate Affairs and Governance.
4. Employee relations
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4.1 ICTSI embraces diversity in the workplace and considers its employees to be its greatest asset. We strive to maintain a respectful, harmonious and fair work environment in which all employees are treated with dignity and differences are respected. ICTSI strictly prohibits discrimination of any kind, including discrimination based on race, religion, gender, age, disability or pregnancy. Any form of harassment, inappropriate or unprofessional work conduct will not be tolerated. Other local requirements must also be complied with, as appropriate.
4.1 ICTSI embraces diversity in the workplace and considers its employees to be its greatest asset. We strive to maintain a respectful, harmonious and fair work environment in which all employees are treated with dignity and differences are respected. ICTSI strictly prohibits discrimination of any kind, including discrimination based on race, religion, gender, age, disability or pregnancy. Any form of harassment, inappropriate or unprofessional work conduct will not be tolerated. Other local requirements must also be complied with, as appropriate.
5. Ethical and honest business practices
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5.1 Anti-bribery obligations
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5.1.1 ICTSI will not engage in bribery or corruption. In addition to disciplinary sanctions by ICTSI, violations of anti-bribery laws can lead to serious civil and criminal penalties for both ICTSI and the employee involved.
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5.1.2 Employees shall not promise, offer or authorise another person to act on their behalf to give any bribe (in whatever form), whether directly or indirectly, in order to secure an improper advantage or to influence any act or decision of that person in order to obtain or maintain a business relationship with ICTSI.
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5.1.3 Bribes can be anything of value and can take many forms, including cash or cash equivalents, for example, gift vouchers, gratuities, commissions, commissions, gifts, entertainment, travel or accommodation, charitable donations, political contributions, consultancy fees, favours or employment opportunities.
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5.1.4 ICTSI strictly prohibits bribes of any kind, and to anyone, whether private individuals or government officials. Local culture or business customs are not a valid excuse for engaging in bribery.
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5.1.5 Employees may not solicit, accept or receive bribes, or any other personal benefit that would induce the employee to breach his or her obligation to act in good faith, impartially or in accordance with a position of trust.
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5.1.6 For detailed guidance, all employees should refer to ICTSI's Anti-Bribery Compliance Policy and Procedure.
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5.2 Business gifts, entertainment and hospitality expenses
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5.2.1 We recognise that the practice of giving or receiving gifts, offering accommodation and travel services (collectively, "business courtesies") are necessary in appropriate circumstances to strengthen business relationships and build goodwill. However, such practices may vary with respect to what is considered appropriate and lawful from country to country.
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5.2.2 In order to avoid any impression that business courtesies are inappropriate in a way that affects the objectivity and business judgement of the recipient, it is necessary to exercise caution when giving or receiving business courtesies.
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5.2.3 When providing any business courtesy on behalf of ICTSI, employees must ensure that any such business courtesy offered or proposed to be offered complies with the following:
- Does not violate local laws or regulations;
- It has a modest monetary value, in accordance with local standards and consistent with customary business practices;
- It has a proper commercial purpose;
- It is appropriate in the specific context, e.g. in the midst of a tendering process or trade negotiations;
- It does not embarrass ICTSI or transgress ICTSI's values;
- It is unlikely to be interpreted as a bribe;
- It is visible to the recipient's management; and
- It is not cash or cash equivalents.
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5.2.4 Employees should also consider the frequency with which they give business courtesies to the same person to determine the honesty of the business courtesies given.
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5.2.5 If the value of the proposed business courtesy to be provided to an external third party exceeds a reasonable amount, prior approval must be sought from a senior vice president.
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5.2.6 If you have any doubts about the honesty of the proposed business courtesy or other personal benefit, you should seek the advice of the Vice President for Corporate Affairs and Governance at all times. For detailed guidance, employees should refer to ICTSI's Anti-Bribery Compliance Policy and Procedure.
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5.3 Donations to charities
ICTSI may provide corporate sponsorships, donations or assistance to organisations or charitable causes at any time, whether in the form of monetary support, assets or services. All such donations must be made for a genuinely philanthropic purpose for reputable causes and must never be conditional on ICTSI receiving business or any other benefit.
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5.4 Political contributions and activities
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5.4.1 Political contributions on behalf of ICTSI are not permitted unless prior approval has been given by a Senior Vice President and only when made in accordance with this Code and in accordance with local law.
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5.4.2 ICTSI employees may support and participate in political activities, if they wish to do so, in their personal capacity, using their own time and at their own expense. All views and actions are personal and not those of ICTSI. Company resources or assets may not be used for political activities without prior approval in accordance with clause 5.4.1 above.
5.1 Anti-bribery obligations
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5.1.1 ICTSI will not engage in bribery or corruption. In addition to disciplinary sanctions by ICTSI, violations of anti-bribery laws can lead to serious civil and criminal penalties for both ICTSI and the employee involved.
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5.1.2 Employees shall not promise, offer or authorise another person to act on their behalf to give any bribe (in whatever form), whether directly or indirectly, in order to secure an improper advantage or to influence any act or decision of that person in order to obtain or maintain a business relationship with ICTSI.
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5.1.3 Bribes can be anything of value and can take many forms, including cash or cash equivalents, for example, gift vouchers, gratuities, commissions, commissions, gifts, entertainment, travel or accommodation, charitable donations, political contributions, consultancy fees, favours or employment opportunities.
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5.1.4 ICTSI strictly prohibits bribes of any kind, and to anyone, whether private individuals or government officials. Local culture or business customs are not a valid excuse for engaging in bribery.
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5.1.5 Employees may not solicit, accept or receive bribes, or any other personal benefit that would induce the employee to breach his or her obligation to act in good faith, impartially or in accordance with a position of trust.
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5.1.6 For detailed guidance, all employees should refer to ICTSI's Anti-Bribery Compliance Policy and Procedure.
5.2 Business gifts, entertainment and hospitality expenses
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5.2.1 We recognise that the practice of giving or receiving gifts, offering accommodation and travel services (collectively, "business courtesies") are necessary in appropriate circumstances to strengthen business relationships and build goodwill. However, such practices may vary with respect to what is considered appropriate and lawful from country to country.
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5.2.2 In order to avoid any impression that business courtesies are inappropriate in a way that affects the objectivity and business judgement of the recipient, it is necessary to exercise caution when giving or receiving business courtesies.
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5.2.3 When providing any business courtesy on behalf of ICTSI, employees must ensure that any such business courtesy offered or proposed to be offered complies with the following:
- Does not violate local laws or regulations;
- It has a modest monetary value, in accordance with local standards and consistent with customary business practices;
- It has a proper commercial purpose;
- It is appropriate in the specific context, e.g. in the midst of a tendering process or trade negotiations;
- It does not embarrass ICTSI or transgress ICTSI's values;
- It is unlikely to be interpreted as a bribe;
- It is visible to the recipient's management; and
- It is not cash or cash equivalents.
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5.2.4 Employees should also consider the frequency with which they give business courtesies to the same person to determine the honesty of the business courtesies given.
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5.2.5 If the value of the proposed business courtesy to be provided to an external third party exceeds a reasonable amount, prior approval must be sought from a senior vice president.
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5.2.6 If you have any doubts about the honesty of the proposed business courtesy or other personal benefit, you should seek the advice of the Vice President for Corporate Affairs and Governance at all times. For detailed guidance, employees should refer to ICTSI's Anti-Bribery Compliance Policy and Procedure.
5.3 Donations to charities
ICTSI may provide corporate sponsorships, donations or assistance to organisations or charitable causes at any time, whether in the form of monetary support, assets or services. All such donations must be made for a genuinely philanthropic purpose for reputable causes and must never be conditional on ICTSI receiving business or any other benefit.
5.4 Political contributions and activities
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5.4.1 Political contributions on behalf of ICTSI are not permitted unless prior approval has been given by a Senior Vice President and only when made in accordance with this Code and in accordance with local law.
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5.4.2 ICTSI employees may support and participate in political activities, if they wish to do so, in their personal capacity, using their own time and at their own expense. All views and actions are personal and not those of ICTSI. Company resources or assets may not be used for political activities without prior approval in accordance with clause 5.4.1 above.
6. Accuracy of books and records
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6.1 ICTSI considers the integrity and accuracy of ICTSI's public records and business records to be of fundamental importance. All records must contain detailed, reasonable and accurate information that reflects the true nature of ICTSI's operations in accordance with appropriate accounting standards and principles. Erroneous, inaccurate, incomplete, misleading or false book entries are strictly prohibited.
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6.2 ICTSI requires that all gifts, entertainment and hospitality expenses are properly accounted for and recorded in accordance with ICTSI's applicable expense practices or procedures.
6.1 ICTSI considers the integrity and accuracy of ICTSI's public records and business records to be of fundamental importance. All records must contain detailed, reasonable and accurate information that reflects the true nature of ICTSI's operations in accordance with appropriate accounting standards and principles. Erroneous, inaccurate, incomplete, misleading or false book entries are strictly prohibited.
6.2 ICTSI requires that all gifts, entertainment and hospitality expenses are properly accounted for and recorded in accordance with ICTSI's applicable expense practices or procedures.
7. Conflict of interest
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7.1 A conflict of interest arises when personal or financial interests interfere with or are inconsistent with the best interests of ICTSI. Employees must act in the best interests of ICTSI at all times. You should avoid any situation where your personal interest inappropriately influences, or appears to influence, your objectivity and judgement.
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7.2 Examples of where a conflict of interest could arise are as follows:
- Assist family or friends when conducting business with ICTSI;
- Have outside employment or engage in commercial activities that compete with or do business with ICTSI;
- Receive any personal benefit from any business transaction involving ICTSI; or
- Using company information and resources for personal gain.
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7.3 Under no circumstances may ICTSI employees be employed by, or engage in business activities with, competitors at the same time.
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7.4 If you become aware of any actual or potential conflict of interest, you must disclose this information to your line manager and seek prior approval before engaging in the transaction or activity in question. Management will consider each situation carefully to determine whether a conflict of interest arises.
7.1 A conflict of interest arises when personal or financial interests interfere with or are inconsistent with the best interests of ICTSI. Employees must act in the best interests of ICTSI at all times. You should avoid any situation where your personal interest inappropriately influences, or appears to influence, your objectivity and judgement.
7.2 Examples of where a conflict of interest could arise are as follows:
- Assist family or friends when conducting business with ICTSI;
- Have outside employment or engage in commercial activities that compete with or do business with ICTSI;
- Receive any personal benefit from any business transaction involving ICTSI; or
- Using company information and resources for personal gain.
7.3 Under no circumstances may ICTSI employees be employed by, or engage in business activities with, competitors at the same time.
7.4 If you become aware of any actual or potential conflict of interest, you must disclose this information to your line manager and seek prior approval before engaging in the transaction or activity in question. Management will consider each situation carefully to determine whether a conflict of interest arises.
8. Exchange of securities and inside information
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8.1 Inside information is information which is considered confidential or which is not generally available to the public and which an investor would consider important in making an investment decision in the securities of a company.
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8.2 Examples of inside information include the following:
- Financial results, forecasts or announcements that have not been released to the public;
- Mergers, acquisitions or joint ventures;
- Significant litigation or other legal proceedings;
- Investigations or assessments of significant taxes that have been carried out by competent authorities;
- Significant changes or restructuring in management.
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8.3 It is illegal under the securities laws of many countries to take advantage of inside information of which you may be aware to buy or sell securities of any company, including ICTSI. It is also illegal to disclose inside information to others in order to carry out trading activities, even if you did not carry out the trading or make any personal profit.
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8.4 If you are in any doubt as to whether information you hold is material inside information, please seek advice from ICTSI Investor Relations.
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8.5 As a company listed on the Philippine Stock Exchange, ICTSI is subject to disclosure rules and securities regulations. Pursuant to these regulations, ICTSI sometimes implements blackout periods and ICTSI's directors and officers limit trading in ICTSI shares.
8.1 Inside information is information which is considered confidential or which is not generally available to the public and which an investor would consider important in making an investment decision in the securities of a company.
8.2 Examples of inside information include the following:
- Financial results, forecasts or announcements that have not been released to the public;
- Mergers, acquisitions or joint ventures;
- Significant litigation or other legal proceedings;
- Investigations or assessments of significant taxes that have been carried out by competent authorities;
- Significant changes or restructuring in management.
8.3 It is illegal under the securities laws of many countries to take advantage of inside information of which you may be aware to buy or sell securities of any company, including ICTSI. It is also illegal to disclose inside information to others in order to carry out trading activities, even if you did not carry out the trading or make any personal profit.
8.4 If you are in any doubt as to whether information you hold is material inside information, please seek advice from ICTSI Investor Relations.
8.5 As a company listed on the Philippine Stock Exchange, ICTSI is subject to disclosure rules and securities regulations. Pursuant to these regulations, ICTSI sometimes implements blackout periods and ICTSI's directors and officers limit trading in ICTSI shares.
9. Antitrust and fair trade practices
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9.1 ICTSI does not engage in illegal or unethical business practices. While ICTSI competes vigorously to conduct business, our behaviour must be consistent with the law and our commitment to integrity.
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9.2 Commercial information may not be obtained through the use of unethical or illegal means, such as misrepresentation, deception, theft or bribery.
9.1 ICTSI does not engage in illegal or unethical business practices. While ICTSI competes vigorously to conduct business, our behaviour must be consistent with the law and our commitment to integrity.
9.2 Commercial information may not be obtained through the use of unethical or illegal means, such as misrepresentation, deception, theft or bribery.
10. Confidential information and data privacy
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10.1 ICTSI employees must protect confidential information from unauthorised disclosure outside ICTSI. For ICTSI, confidential information may only be disclosed to those who have a need to know. Confidential information may include financial and sales information, market research, ICTSI business opportunities, and information about ICTSI's business partner relationships, as well as ICTSI's industrial and technical information.
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10.2 At ICTSI, we respect the right of our employees, customers and business partners to privacy when handling personal information. We treat personal data with the utmost care and ensure that it is protected from unauthorised use, access and disclosure. Employees may also not use personal data inappropriately or for personal gain.
10.1 ICTSI employees must protect confidential information from unauthorised disclosure outside ICTSI. For ICTSI, confidential information may only be disclosed to those who have a need to know. Confidential information may include financial and sales information, market research, ICTSI business opportunities, and information about ICTSI's business partner relationships, as well as ICTSI's industrial and technical information.
10.2 At ICTSI, we respect the right of our employees, customers and business partners to privacy when handling personal information. We treat personal data with the utmost care and ensure that it is protected from unauthorised use, access and disclosure. Employees may also not use personal data inappropriately or for personal gain.
11. Compliance with the code and local laws
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11.1 ICTSI's policy is to comply with all applicable regulations and laws in the countries in which it operates. For the avoidance of doubt, to the extent that any part of this Code is inconsistent with local laws or regulations, local laws or regulations prevail.
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11.2 Violations of the Code may result in disciplinary sanctions, including termination of employment. In addition, any breach of the law may result in ICTSI being reported to the appropriate authorities.
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11.3 If you become aware of any actual or possible violation of the law or this Code, you must disclose any relevant information to the Vice President for Corporate Affairs and Governance immediately.
11.1 ICTSI's policy is to comply with all applicable regulations and laws in the countries in which it operates. For the avoidance of doubt, to the extent that any part of this Code is inconsistent with local laws or regulations, local laws or regulations prevail.
11.2 Violations of the Code may result in disciplinary sanctions, including termination of employment. In addition, any breach of the law may result in ICTSI being reported to the appropriate authorities.
11.3 If you become aware of any actual or possible violation of the law or this Code, you must disclose any relevant information to the Vice President for Corporate Affairs and Governance immediately.