Conflict of Interest Policy

B.1. All Directors, Officers, and Employees of ARTHALAND should strive to avoid any conflict between the interests of ARTHALAND on one hand, and personal, professional, and business interests on the other. This includes avoiding actual conflicts of interest as well as the perception of conflicts of interest.

 

The purpose of this policy is to protect the integrity of ARTHALAND’s decision-making process, to enable stakeholders to have confidence in its integrity, and to protect the integrity and reputation of its Directors, Officers, and Employees. A detailed description of areas of conflict for Employees are enumerated in the Human Resources section.

 

B.2. Upon appointment and/or hiring, each Director, Officer, and Employee should make a full, written disclosure of interests, such as relationships, and posts held, that could potentially result in a conflict of interest. It should be the continuing responsibility of the Directors, Officers, and Employees to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures.

 

Conflicts of interest may arise in the relations of Directors, Officers, and Employees with any of the following third parties:

  • a. Persons and companies supplying goods and services to ARTHALAND;
  • a. Persons and companies from whom ARTHALAND leases properties and equipment;
  • b. Persons and companies with whom ARTHALAND is dealing or planning to deal in connection with the purchase or sale of real estate, securities, or other property;
  • c. Competing or affinity companies;
  • d. Agencies, organizations, and associations which affect the operations of ARTHALAND; and
  • e. Family members, friends, and other employees.

 

A conflicting interest may be defined as an interest, direct or indirect, with any persons or companies, arising through:

 

  • a. Owning stock or holding debt or other proprietary interests in any third party dealing with ARTHALAND;
  • b. Holding office, serving on the board, participating in management, or being otherwise employed, or formerly employed with any third party dealing with ARTHALAND;
  • c. Receiving remuneration for services with respect to individual transactions involving ARTHALAND;
  • d. Using ARTHALAND’s time, personnel, equipment, supplies, or goodwill for other than ARTHALAND’s approved activities, programs, and purposes;
  • e. Receiving personal gifts or loans from third parties dealing or competing with ARTHALAND. Receipt of any gift is disapproved except gifts of a value less than Php1,000.00, which could not be refused without discourtesy. No personal gift of cash and cash equivalent should ever be accepted.

 

B.3. Transactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed:

 

  • a. The conflicting interest is fully disclosed;
  • b. The person with the conflict of interest is excluded from the discussion and approval of such transaction;
  • c. A competitive bid or comparable valuation exists; and
  • d. The Board of Directors or a duly constituted committee thereof has determined that the transaction is in the best interest of ARTHALAND.

 

B.4. Disclosure should be made to the President & CEO, or if he/she is the one with the conflict, then, to the Chairman of the Board, who should bring the matter to the attention of the Board of Directors or a duly constituted committee thereof. Disclosure involving Directors should be made to the Chairman of the Board, or if he/she is the one with the conflict, then to the Vice Chairman, who should bring the matter to the Board of Directors or a duly constituted committee thereof.

 

The Board of Directors or a duly constituted committee thereof should determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to ARTHALAND. The decision of the Board of Directors or a duly constituted committee thereof on these matters will rest in their sole discretion, and their concern must be the welfare of ARTHALAND and the advancement of its purpose.

 

 

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