RAAT BENGUET CORPORATION = - [ANTEFRAUD AND wari a | WHISTLEBLOWING POLICY Fano, tat [Pepardby [ Rorovedty. CE. | ales dngeo, AVP a 6. Fermande VP ‘dt and ik oad Corer Govrnance Carpiane Head! ‘Oficsincharge ‘TABLE OF CONTENT DEFINITION OF TERMS... Pour. ~ Management Peition an Fraud and regulars. Categories of Fraud... = a Paris to Frain a r Fraud Prevention and Detection - 1 Fraud Reporting nnn : 1 Whistlblowing rogram. . : Investigation and Disciplinary Measures . aw Enforcement Reporting - 1 “ Fraud Remedation. - 1. - PROCEDURES... 6G. EFFECTIVITY AND UPDATING... H. CHANGE HISTORY.. renee ppeeevonveebnnnnPolicy and Procedure Committee: Doisy a. Mata Chatpeson (On her behalt: Neien ©. Ofindo Dale A, Tongco. Vies “Chairperson Reynaldo P, Mendoze Mamber a ‘Ana Margarta N. Hontveros Member BCU ‘Glenn 9. uke Member NMI and Keystone Sah Member ‘4 eee ee aan aly comer Se faisBENGUET CORPORATION Elma ‘ANTI-FRAUD AND ay 27,2010 BenguetCory WHISTLEBLOWING POLICY Rott ‘A. BACKGROUND. Benguet Corporation and its subsidiaries/afiiates (BC) are committed ta canduct ite business in accordance with the highest ethical business standards. To meets this objective, its directors, officers, stockholders and employees adhere to practicing good corporate governance by observing honesty and integrity inal their transactions among themselves and withthe Company's customers, supplies, competitors, business partners, government, regulators and the public. This policy sets the framework and principles required forthe anti-fraud programs. B, OBJECTIVE 4. Toadhere to the highest standards of ethical, moral and legal conduct of business operation. 2, Toestablish and maintain policies and procedures for anti-fraud and whstleblowing mechanisms in the Company and ts subsidiaries and affiliates. 3. To provide reasonable assurance that fraud acts are prevented or immediately detected to ‘manage the Company/s risk exposure. 4. To provide an avenue forall employees working to rate serious and sensitive concerns to ensure proper and appropriate action and treatment. c. score This policy shall cover 4. Allbusiness units within Benguet Corporation and ts subsidiaries and afiites, 2. Any fraud, or suspected fraud involving &C and subsidiaries employees, consultants, retainers, intermediaries (including agents, brokers and the likes), vendors, contractor and other related partes. D. DEFINITION OF TERM 1. Fraud is any intentional act or omission designed to deceive others, resulting inthe victim suffering a loss and/or the perpetrator achieving 2 ean definition by the Associaton of Certified Fraud Examiners 2. Good Faith Disclosure isthe act of dlslosing regulates with 2 bell inthe truth based on facts and with the good intention of preventing or stopping the effect ar Impact of such irregularities. 3. trregularitys aterm use to describe, buts not limited to, the following a} Fraud ~ is an intentional act committed to secure an unfair or unlawful gain which includes legal activites that volte laws, rules and regulations of appropriate authorities, b) Misconduct ~ isa breach of Company core values, code of conduct/ethic/dscipine, manualDooumentNo = HRAPOUZ2O19 BENGUET CORPORATION = = a ae Rae pd ‘of corporate governance, or official Company policies and procedures. 44 Retaliation means any adverse action o creditable threat to the individual reporting the irregularity asa response toa whistleblowing report. 5. Whistleblowing is 2 process where employees and other parties are encouraged to report in ‘good faith, suspected or actual iregularities in the Company through the Whistleblower channels 6. Whistleblower means any individual who, in good faith, reports actual or perceived irregularities ‘or serious concerns through the Whistlebiower channels. —. POLICY ‘Management Postion on Fraud and irregularities 1. The Company takes a strictly “zero fraud tolerance” attitude, All suspicious oF fraudulent activities, regardless of the amount involved, and economiciteputational impact, are unacceptable, and should be reported, undergo rigorous evaluation and investigation, and dealt with infirm and organized manner. Categories of Fraud 2. Fraud are categoried 2s follows: 2. Corruption includes conflict of interest illegal activities such as bribery, legal gratuities and ‘economic extortion 1b. Asset misappropriation ~ Includes theft of cash on hand, receipts and fraudulent disbursement. It also covers misuse of inventory and allother assets, and larcery, ‘Fraudulent financial reporting includes overstatement ar understatement of net worth/net income/loss, misleading disclosures 4. Information Technology fraud ~includes unauthorized accessor dats security breaches, data info/prvacy the, sabotage by virus infitration, Parties to Fraud 3. The parties toa fraud are categorized as follows: a. Internal ~ Fraud committed by an employee or contracted staf, committed by his ef or in collusion with others (who may be either internal or external to the BC Group). b. External Fraud committed by a third/exteral partis agsinst the BC Group, committed by the party itself orn collusion with other partes 4) Intermediary Parties ~intermediatng person oF company such ap agents and brokers,. Documenta |: HRAPON2.2018 sencuerconporarion — [eammste ANTI-FRAUD AND toiveDae | May 27.2070 WHISTIBLOWING PoucY [rasta 2) Customer ~ Fraud committed by customers in the execution of product and/or service 3) Outsourced Parties ~ contractors, outsourced parties 14 Provontion and Detection 4. The Board of Directors (BOD) is responsible for overseeing the establishment and implementation ofa rabustantfraud program in the Company toelfectvely prevent and detect fraud. This comprises the following: a. Fraud Rsk Governance (see related Risk Management Committee Charter) 1) The BOD shall create the Board Risk Oversight Committee (@ROC] which s responsible for ‘oversight ofthe fraud risk management system that effectively minimizes fraud risk across alli operations, while atthe same time having the flexibility to adapt to change, 2) Wt shall designate the Chief Risk Officer as the AnthFraud Pragram Officer who is ‘responsible for supporting the BROC and overseeing the implementation of the program. Fraud Rsk Assessment (se related policies on Enterprize Risk Management) 1), Management is responsible forthe design and implementation of an effective fraud risk ‘management system across the Company, which comprises the following: 2). Fraud risk awareness and education programs; b) Identification and assessment of potential fraud risks; Implementation of an adequate and strong internal contr system to address significant fraud risks; and 4) Reporting to BROC ofthe fraud risk assessment results, related issues and actions; It shall establish an Enterprise Risk Management Committe (ERMC), headed by the Chief Risk Officer, which is responsible for providing guidance in managing fraud risks. ‘Audit and investigation 2 41) Based on the Audit Committee (AudltCom) Charter, the Board shall Instruct the Audit Committee to: 8) Establh and oversee procedures for the receipt, retention and treatment of complaints (including “whistle blowing” complaints) received by the Company, Including procedures relating to risk management, legal and regulatory compliance, accounting, internal control or auditing matters, inclading. the process for confidential anonymous complaints by employees regarding questionable matters,7 [[Doamentne | = HRAPOIRZO"E BENGUET CORPORATION ream Tear ‘ANTI-FRAUD AND | EtecieeDap | = tay27, 2078 Bengvetcory WHISTLEBLOWING POLICY Paget, ‘Sottt ') Conduct investigations of identified irregularities inthe operations of the Company ‘and anomalies on matters relating to finance and of funds disbursements which bear strategic significance to the Company and recommend to the Board the necessary actions to remedy, correct and prevent the repetition of such anomalies. 2} Based on the Employee Code of Conduct a) Investigations on fraud cases committed by employees are handled by the vestigation Commitee, with the Audit and Risk instructed to perform the sult 1b) Due process shallbe observed at alltimes in the investigation andin determining the ‘mest appropriate corrective action foreach fraud situation o case, 3) Based on Internal Audit charter: 8) Coordinate with and provide oversight of other controls and monitoring functions related to risk management, compliance, security, ethics, and environmental issues, ) Assist in the investigation of suspected fraudulent activites within the Company and its subsidiaries. 4) Aside from financial audi, the External Auditor shall also provide information on fraud activities noted during their audit, and improvements on any control lapses and weaknesses, Internal Control, Policy Documentation and Training 41), Management is responsible for the design and creation of policies and procedures to establish standards in properly implementing the anti-fraud programs and provide clear uldance for employees 10 comply. I shal: 8) Create a Policy and Procedure Committe (PoICom), which hallereat,review/study, assess, and revise or update if needed, al policies and procedure of the Company, Including ‘+ Manual on Corporate Governance ‘Enterprise Risk Management (ERM) ‘+ Employee Code of Conduct Code of Business Conduct ‘+ Anti-Fraud and Whistleblowing Policy Approving Authorities Policy + Safety and Security Policies[Doamentne | = FRAPONR 2018 BENGUET CORPORATION a ANTI-FRAUD AND | BtecieoDam | = tay 27,2019 WHISTLEBLOWING POLICY Paget, Gott ‘= Compliance Policies ‘+ Operations Policy and Procedure Manuals including transacton level controls 1b) It shall direct Human Resource and Administration (HRA) to * Coordinate with ERM and Compliance offices in planning and conducting related fraud training to educate the employees regarding the Anti-Fraud Programs for them to understand and comply. ‘+ Establish policies on the proper screening or selection of prospective employees based on rigid checking and testing standards. Fraud Reporting 5. The Company encourages its employees to communicate, confidentially and without rsk of reprieal, froud offenses committed, to be committed, oF being committed by employees consistent with the Corporate Values, Codes of Conduct/Ethics and other policies set by the Management and Board (se policy no. 4.4.1 above} 6, Based on the above fraud deterrence and detection initiatives (see policy no. 4), any adverse findings ‘and anomalies detected are immediately addressed through proper channels of 8. Through regular reporting channel ~ for those discovered in regular reporting on the following y 2) 3) 4 5 8 n 3) 9) Fraud risks xception/unusual items Problems, issues and concerns Significant incidents Audit findings Variance analysis, Employee sereening Employee lifestyle change checking others. Through whistleblowing program mechanism -for those unreported in the regular channels above (see policy below),Documents | + HRA POA BENGUET CORPORATION femal oar ‘ANTI-FRAUD AND ‘BciveDat | May 27,2010, WHISTLEBLOWING POLICY Paget Toth Whistleblowing Program | Whistleblowers 7. ‘Any individual can, in god faith, report actual or perceived frau, irregulrities and other serious ‘concerns. This includes: Employees officers and directors ofthe Company or its subsidiaries and afilites; Consultants or Retainers; customers; and Vendors such as agencies, service providers, suppliers and contractors, 8. Asa general rule, Whistleblowers are required to identity themselves when ceporting fraud oF potential regularity ‘2. Anonymous complaints shall only be entertained if supported with sufficient facts and evidences that would provide reasonable basis fr the charge oF allegations made and not frivolous and Intended to harass the respondent. 10.o aid further investigation, a Whistleblower who fles a camplaint anonymously may opt to Provide means by which he/she can be contacted without compromising his/her anonymity 11, The reporting individual mast not contact the suspected individual in an effort to determine facts ‘or demand restitution, nor discuss the case, facts, suspicions or allegations with anyone else, unless with specific instructions from the authorized investigating bodies. ‘Communication Channel 12. The Whistleblower can communicate confidentially and without risk or reprisal, fraud and legitimate/vaid concerns about anomalies and irregularities to any a al the following channels EMAIL ADDRESS | corporategovernance@benguetcore.com HOTLINE '9632-812-1380 local 45, FACE-TO-FACE | ny of the following MEETING Chairman ofthe Board - President Head of Audit and Rsk Head of Corporate Governance Compliance Head of Human Resources and Administration “SNATCMAIL Head of Audit and Risk 7* Flor, UniversabRe Building 106 Paseo de Roxas Avenue LL | Makati city 1226RApaI2 2016 BENGUET CORPORATION wo ‘ANT-FRAUD AND May 27,2058 Benguetcore WHISTLEBLOWING POLICY Paget. Bottt Information Needed 13. To ensure the complete and organized reporting of deta surrounding the potential iregulaiy, ‘the Whistleblower should provide as much information, as follows: Company Name of the Whistleblower Department of the Whistleblower ‘Name of the Whistleblower Status of Ireguarty (Planned, Ongoing, Finished) Date Occurred Date and Time Discovered Date of Reported Ean ee Nature and Description of incident (How was the iregularity cased out) 1L_ Background on Where and How the Incidents Discovered J. Name of the Persons Invelved, Company and Position in the Company Financial impactor Effect (if applicable or known/avallble) |. Non inancial mpact or Effect (on regulatory, operational, employees, image/reputation) 1m, Evidences), if any (such as Affidavit of Witnesses or Third Parties, transaction documents providing proof of ieregularities) and other information 1. Actions Plans Done (including reporting to authorities) and Planned 14, Whistleblowing Form (Annex 1) i designed and made avaiable for easy-to-use template by the any Whistleblower, containing al the needed information provided to facilitate faster processing of fraud allegations or cases Evidences, 415. While the Company does not expect the individual to have absolute proaf or evidence of the Feported misconduct, malprctice or iregulrity, the Whistleblower shall present facts as basis ofthe concern raised, full disclosure of relevant detals, and supporting documents 16. Evidences submitted shall be reviewed and verified by the autheried Company bodes before being considered as sufficient or adequate proof ofthe reported fraud cases ‘Confidentiality and Retention of Records 17. The Company shall treat all concerns and issues raised in a confidential manner except to the ‘extent necessary to conduct a complete and far investigation. The identity ofthe WhistleblowerHRA paca 2016 o [ANTLFRAUD AND an | May WHISTLEBLOWING PoUCY [roma sat BENGUET CORPORATION and other details shall be kept and remain confidential. Details provided shall be recorded in loghook which shall be kept under lock and key. 18. However, with clearance from the Legal Counsel of the Company, the details ofthe report including the resuits of the investigation, may be disclosed to appropriate authorities when necessary to comply with relevant requirements ofthe law. 19. The Company shall maintain all complaints, investigation reports and all other relevant documents on file for five (5) years or as required by aw. Non Retaliation 20. The Company shall not retaliate against a Whistleblower oF allow any retaliation against a Whistleblower acting in good faith in reporting @ perceived or actual irregularity. The Whistleblower shall be given protection and not be discharged, demoted, threatened, harassed or retaliated against his/her wil 21, Any Whistleblower who believes he or she i being retallated against must communicate with the Head of Autit and Risk immediately. The Company reserves the right to take appropriate {actions against anyone who initiates or threatens to initiate retaliation against the person who ‘sed the concern 22. The right of a Whistleblower to protection against retaliation, however, does not include the following 1) Immunity for any personal wrongdoing, including involvement in the reported irregularity, and any violations in other policies ofthe Company. 2) Immunity from consequences arising from poor work performance and other similar Undesirable conditions not related tothe reported irregularity. However, the role of the Whistleblower in providing useful information tothe investigation shall be given weight Inthe final determination of any penalty or sanction ta be imposed Investigation and Disciplinary Measures 23, All frauds and irregularities discovered or reported shall be fully investigated by authorized Investigating person/body as appropriate based on enumerated polices and procedures inthe BCEmployees’ Code of Conduct. 24, Any cases decided and finalized shall be levied or charged with corresponding disciplinary measures based on BC Employees’ Code of Conduct. Law Enforcement Reporting 25, Where its reasonably believed that a fraud has been committed and established, the case shall be reported to the Police or other appropriate law enforcement authorities.[Documents |: ARAPOI2010 BENGUET CORPORATION fomad Too ‘ANTI-FRAUD AND (eciveDalb | = May, 2010 WHISTLEBLOWING POLICY Page, oot 26. Where applicable, reporting of fraud cases should also be made tothe regulator or other relevant authorities in accordance with the prevailing laws andregulations. Any eprt should be reviewed by the Legal Department. Fraud Remediation 27. Fraud remediation comprises the following 3. Fraud Remediation Monitoring 1) Weaknesses in procedures and/or controls identified in fraud investigation must be addressed by business unit management without undue delay, 2) The business unit Head is responsible for monitoring and ensuring implementation of action plans and reporting the remediation status to the investigating committees b. Recovery of Fraud Loss 41), Management shal ensure that their related business units have a defined process and ‘responsiblity in place to recover fraud losses. Recovery action shouldbe initiated a5 soon 3s possible. 2) Finance shall formulate and maintain a write-off policy, which defines the write-off procedure and designated approving authorities, © Monitering of Anti-Fraud Program 1) Audit and Risk is responsible for performing Independent review to evaluate the adequacy and effectiveness of anti-fraud controls and shall communicate contol lapses ‘and weaknesses to the Management, Audit Committee and ather reporting bodies. 2) itis responsible for providing the ERMC and BROC with reporting of management's fraud risk and control assessments and status of action items, 44. Confidentiality - Investigation information and results wil not be dzclosed or discussed with anyone other than thase with a legitimate need to know. This is an important policy requirement to avoid damaging the reputation and privacy of persons under investigation oF who may be involved in legal proceedings, and who may not have been involved in any misconduct. This policy requirement serves to protect the Company from potential labiliy. & Communication, Information Sharing and Training 1) The Audit and Risk Office shall periodically refer lessons learned from fraud and subsequent investigations to Management. It shall ensure that such events are reviewed and considered for scenario analysis and inclusion inthe Rsk Self AssessmentsDonut WRAFOORAOTO BENGUET CORPORATION feat Toor "ANTI-FRAUD AND ec Dae | Woy, 2518 enol \WHISTLEBLOWING POLICY Pagetio | Mott 2) HRA and Audit and Risk Offices shall provide support by conducting fraud awareness training for business units and shall advise and participate in other related training sessions as and when necessary. F. PROCEDURE Refer to Employee Code of Conduct fr the detailed procedures. G. EFFECTIVITY AND UPDATING ‘This Anti-Fraud and Whisteblowing Policy shall take effect on the date tls approved and shall supersede all other policies previously issued. It shall be reviewed and updated as needed, 353 result ‘of changesin the aws, rules and regulations pertaining tothe subject. Any revision shallbe approved by the President, or his designated appointee, and the Corporate Governance Compliance Head based on recommendations ofthe Policy and Procedure Committee. H. CHANGE HISTORY Poon Whalebowirg New Dunes PACaavthce! ‘tacins To aio ih hargsip | BA TongINOOE | is — arr a gerSo WHISTLEBLOWING FORM CESS i ie oe | Pees ‘GPenned Ongoing CFnshed C otners