Policies, Processes, and Practices

Corporate Governance Policies

The Company’s corporate governance principles, structures and processes are established and articulated in two fundamental policies: The Manual on Corporate Governance (CG Manual) and the Code of Business Conduct and Ethics. These policies are responsive to the Company’s operations, business environment and laws, rules and regulations applicable to the Company. As part of Board oversight, the Company’s corporate governance policies and their effectiveness are reviewed on a periodic basis to ensure that they continue to be compliant, appropriate and effective.

The CG Manual institutionalizes the principles of good corporate governance in the entire organization and embodies the framework of rules, systems and processes that governs the performance by the Board and Management of their respective duties and responsibilities to the shareholders and other stakeholders.

Pursuant to the principles embodied in the CG Manual, the Company has adopted the following Corporate Governance Policies:

Manual of Corporate Governance

On 30 May 2017, the Company submitted its New Manual of Corporate Governance (CG Manual) approved by the Board of Directors pursuant to SEC Memorandum No. 19 Series of 2016.

The CG Manual institutionalizes the principles of good corporate governance in the entire organization and embodies the framework of rules, systems and processes that governs the performance by the Board and Management of their respective duties and responsibilities to the shareholders and other stakeholders.

The Board of Directors, Officers, and employees of the Company commit themselves to the principles of sound corporate governance provided in the CG Manual and acknowledge that the same shall serve as a guide in the attainment of the Company's corporate goals, the creation of value for all its shareholders, and in sustaining the Company's long-term viability

Manual of Corporate Governance

Code of Business, Conduct and Ethics

The Board of Directors likewise approved and adopted the Code of Business Conduct and Ethics ("Code") in furtherance of its commitment to good and effective corporate governance. The Code applies to all Directors, Officers, and employees of Nickel Asia Corporation and its subsidiaries, who are all expected to maintain high ethical standards of conduct and to comply fully with applicable laws and governmental regulations. It is designed to ensure consistency in how they conduct themselves within and outside of the Company in their dealings with all stakeholders.

Pursuant to the principles embodied in the CG Manual and the Code of Business Conduct and Business Ethics, the Company has adopted the following Corporate Governance Policies:

Code of Business Conduct and Ethics PDF

Anti-Bribery and Anti-Corruption Policy

Integrity and Honesty are one of core values of Nickel Asia Corporation (the “Company”) that guide the work and conduct of business of the Company and its dealings with its stakeholders. The purpose of this Anti-Bribery and Anti-Corruption Policy (“Policy”) is to confirm the commitment of the Company to (1) adhere to the highest norms of ethical conduct, not only in words, but more importantly, in its actions, (2) conduct its business honestly, equitably, and fairly, (3) strive for consistency in the Company’s actions, and (4) comply with all laws and regulations applicable to its business activities in all communities it operates in.

Anti-Bribery Policy PDF

Insider Trading Policy

The Policy on Insider Trading considers all Directors, Officers, Employees, and Consultants of the Company, and their relatives within the second degree of consanguinity or affinity, Corporate Insiders. The Policy provides for restrictions to Corporate Insiders’ dealings involving shares or securities of the Company and the use of material non-public information.

When in possession of material non-pubic information with respect to the Company or its securities, Corporate Insiders shall not trade in, or buy and/or sell, shares of stock and other securities of the Company. Further, such Corporate Insiders are required to keep such information strictly confidential.

Corporate Insiders who do not possess material non-public information are allowed to deal with shares and securities of the Company subject to the disclosure policies of the Company, the provisions of the Securities Regulation Code (SRC) on insider trading, and all rules and regulations pertaining thereto.

Insider Trading Policy PDF

Conflict of Interest Policy

As a general rule, the Policy on Conflict of Interest ensures that all Directors, Officers and Employees are charged with the duty of loyalty to the corporate interest. Their personal interests should not prevail against the interests of the Company. It is recognized that it is not only conflict of interest but also the appearance of conflict of interest that must be avoided. This means that any activity that may compromise or seem to compromise the integrity of the Company or of any Director, Officer or Employee must be avoided.

Conflict of Interest Policy PDF

Procurement Governance Policy

As a general rule, the Company shall maintain the highest standard of transparency, probity, ethics and integrity; shall maximize value for money and ensure quality goods and services; shall ensure accountability, consistency and alignment in procurement practices across its various entities and business units; shall commit to fair and effective competition, innovation and continuous improvement; shall identify sustainable and socially responsible procurement solutions; and provide efficient processes, flexibility and support to the Company and its suppliers

Procurement Governance Suppliers and Purchasing Policy PDF

Gifts, Hospitality and Sponsored Travel Policy

As a general rule, Directors, Officers or Employees, as well as Consultants shall not accept, directly or indirectly, gifts, hospitality or sponsored travel from suppliers and other parties with whom the Company has business dealings, except if the value of such gifts or hospitality is a token amount, as periodically determined by Management from time to time, or such sponsored travel is of a technical or business nature. Likewise, as a general rule, Directors, Officers or Employees, as well as Consultants shall not provide, directly or indirectly, gifts, hospitality or sponsored travel to any person in order to improperly influence or induce such person to give its business or benefits to the Company, its Directors, Officers, Employees and Consultants.

Gifts, Hospitality and Entertainment Policy PDF

Whistleblowing Policy

The policy provides a system intended to assist those who believe they have discovered impropriety or fraud or offenses covered by the existing Code or other corporate governance rules of the Company. In those instances, the Employee should impose upon himself the duty to disclose such matters to his immediate superior. When the immediate superior does not act, or may himself be involved, the employee may avail of this Policy and the protection it affords.

Whistle Blowing Policy PDF

Policy on Related Party Transactions

The policy ensures that material transactions between the Company or any of its subsidiaries and a Related Party shall be subject to review and approval by the Board to assure that they are at arms-length, the terms and conditions are fair and will redound to the best interest of the Company, its subsidiaries and shareholders.

The Company adheres to its Related Party Transactions (RPT) Policy and affirms that all such transactions are carefully reviewed to ensure compliance with such Policy. The Company ensures that Material RPTs, or those involving amounts above the ten percent (10%) materiality threshold of the Company based on the previous year’s audited financial statements, are reviewed by the RPT Committee of the Board of Directors before being endorsed to the Board of Directors for approval, and are ratified by the stockholders during the Company’s Annual Stockholders’ Meeting. In addition, Significant RPTs, or those with involving amounts above PhP50 million but below the Company’s prevailing materiality threshold, are submitted for approval of the RPT Committee. A summary of the Company’s related party transactions forms part of its annual report on SEC Form 17- that may be accessed at https://nickelasia.com/investor-relations/financial-reports.

Related Party Transactions Policy PDF

Policy on Third Party Advisors

The policy provides for the appointment of an independent third party to evaluate the fairness of the transaction price where the Company is the offeree in a merger or acquisition transaction requiring shareholders’ approval that will result in a change of control of the Company.

Remuneration Policy

The remuneration of directors, officers and employees of the Company is based on their responsibilities and performance. The Company aims to ensure that the remuneration framework is adequate to attract, motivate, and keep a pool of officers, executives, and employees who will contribute to the long-term financial and overall success of the Company.

The Company’s directors receive reasonable per diems for attendance at Board and Board Committee meetings, the details of which are discussed in the Company’s SEC 17-A reports that may be accessed at https://nickelasia.com/investor-relations/financial-reports.

The Company also has stock option plans for its Non-Executive directors, including Independent Directors, and officers of the Company, and its operating mining subsidiaries. The stock option plans of the Company include a claw back mechanism where the benefits and rights of such plans may be forfeited in case of an option grantee’s termination from employment for cause or voluntary resignation; or a Non-Executive Director or the Corporate Secretary is not re-elected to such position;[1] or where a director who accepts a directorship or employment in another company whose interests are inimical to the interest of the Company as determined by the Board.[2]

With respect to the Company’s employees, the Company provides for fair and competitive salary and benefits, taking into account the employee’s experience, responsibilities, job grade and/or rank or position. The Company regularly reviews its compensation and rewards scheme against those of similar organizations. The Company uses a performance management system that considers individual key results, competencies and employee development plans in relation to the Company’s goals and strategies.

[1] Sections 7.1, 7.4 and 7.5, 2018 Stock Option Plan.

[2] Section 7.5 2018 Stock Option Plan.

Policy on Cash Dividends

The policy entitles shareholders of record to receive annual cash dividends of up to 30% of the prior year’s recurring attributable net income based on the recommendation of the Board. The policy also ensures that cash dividends shall be paid to in a timely manner and not later than thirty (30) days from the date of declaration of such dividend.

Policy on Sustainability

As a sustainable enterprise, the Company recognizes its responsibility of creating an acceptable return for shareholders while at the same time understanding, managing and mitigating the impacts of its mining operations on the environment and communities where it operates.
The Company aims to keep improving its sustainability performance and its earnest commitment to this is duly guided and strengthened by prevailing legislations, commercial requirements, external reporting frameworks and our stakeholders’ expectations.
The Company’s approach to sustainability is three-fold:

  • Optimizing efficiencies in production and operations to minimize environmental impacts.
  • Practicing good corporate governance and fair labor practices.
  • Practicing good corporate citizenship and stakeholder engagement.

Policy and Data Relating to Health, Safety, and Welfare

Health and safety are integral parts of the Company’s Personnel Policies. The Company’s Comprehensive Safety Program is designed to minimize risks to health arising out of work-related activities and to assure compliance with applicable occupational health and safety standards and rules and regulations such as:

  • The strict requirement of the use of protective equipment and safety devices.
  • The strategic installation of first aid and emergency equipment within the work areas.
  • The conduct of regular safety-in-house inspections to identify hazards and unsafe conditions and practices
  • The conduct of regular safety briefings and meeting for Managers and Supervisors.
  • The conduct of Safety Orientation Trainings for new employees and emergency preparedness training and drills.
  • The establishment of a rigorous system of investigating accidents and near-misses to understand causes and implement corrective measures.
  • The establishment of a system of recording and monitoring lost time injuries, medically treated injuries, minor injuries, and non- injury incidents which include near-incidents, and property damage and their frequency rates.
  • The provision of healthcare benefit to employees and their dependents, which include an annual medical and healthcare orientation and a booklet through a health maintenance service provider and a medical and physical examination.

Training and Development Programs

We have developed a Training and Development Program for the employees based on the training needs analysis conducted. Every year, we provide training and development opportunities for all employees to enhance their knowledge, skills, and competencies towards the achievement of their individual performance targets, as well as their career goals. All training activities are documented and included in the official newsletter/magazine of the operating companies. Aside from this, an internal report is prepared and submitted by the Human Resources Department after each training activity for purposes of evaluation.

Policy on Diversity, Inclusivity, and Equality

The Company’s core value of Respect includes respect for diversity and inclusivity across the Company and all its subsidiaries. The Company supports the fundamental human rights principle that all human beings are born free and equal in dignity and rights. The OneNAC Vision approved by the Company’s Board of Directors in 2021 paves the way for diversity, inclusivity, and equality in the workplace by adopting an ESG Roadmap that follows the UN Sustainable Development Goals (UN SDGs). This Policy on Diversity, Inclusivity and Equality affirms the Company’s commitment to the achievement of gender equality (SDG 5), decent work and economic growth (SDG 8), and reduction of inequality (SDG 10).

Policy on Diversity, Inclusivity, and Equality PDF

Customers’ Welfare

As part of our Company’s mission, using best global practices, we are committed to deliver to our customers quality products in a timely manner.[1] To highlight the Company’s core value of Integrity and to supplement the Company’s Manual of Corporate Governance (“CG Manual”), we have adopted the following as standards of our business conduct and ethics in respect of our customers:

  • Ensuring the accuracy and completeness of business records.[2] Business records include among others financial accounts but also production data and reports.
  • Valuing the Company’s relationship with customers, suppliers and communities.[3] We treat our customers, suppliers and communities in the same manner we expect to be treated.

Our operating subsidiaries in the mining business implement best industry practices in the exploration, mine planning, reporting of mineral resources and mineral reserves, extraction, ore analysis, and ore delivery stages of their operations. Our operating mining subsidiaries comply with internationally-accepted standards for public reporting of mineral exploration, mineral resources and mineral reserves set forth in the Philippine Mineral Reporting Code of 2020 (“PMRC 2020”). Compliance with PMRC 2020 assures our customers and other stakeholders that our operating mining subsidiaries follow global standards aligned with those prescribed by the Committee for Mineral Reserves International Reporting Standards (“CRIRSCO”). Although the Philippines is not yet a member of CRIRSCO, PMRC 2020 is heavily referenced on the CRIRSCO international reporting template.’ CRIRSCO standards serve as the benchmark of more than 80% of the combined value of publicly listed mining companies in the world, specifically, Australasia, Brazil, Canada, Chile, Colombia, Europe, India, Indonesia, Kazakhstan, Mongolia, Russia, South Africa, Turkey and the United States of America.[4]

[1] Mission, Nickel Asia Corporation Manual of Corporate Governance adopted May 29, 2017, Page 5.

[2] Article V, Section A (Integrity). 1, Nickel Asia Corporation, Code of Business Conduct and Ethics.

[3] Article V, Section A.(Integrity).6, Nickel Asia Corporation, Code of Business Conduct and Ethics.

[4] https://www.crirsco.com/background/

Safeguarding Creditors’ and Suppliers’ Rights

Our company recognizes that our stakeholders also include customers, creditors and suppliers[1] as they can either affect or be affected by our Company’s strategies, policies, business decisions.[2] In our work and in the conduct of our business, we are guided by our core value of responsibility to all stakeholders.[3] Thus, we respect and treat our stakeholders responsibly, fairly and equitably.

We treat customers, creditors and suppliers in the same manner we expect to be treated. To this end,

  • our Company ensures the accuracy and completeness of our business records; and
  • we promote free competition and endeavor to maintain legal, fair and transparent relationships with our suppliers and with all persons and entities with whom we have business dealings.

As a policy specific to our procurement process, our Company’s dealings with suppliers of goods and services shall be on the basis of competitiveness, fair dealing and mutual trust and sustainability[4] and we maintain mutually beneficial relationships with suppliers who uphold the principles and core values that are consistent with this of the Company.[5]

[1] Our creditors and suppliers include suppliers of goods and services used for our and our subsidiaries’ operations, lender banks of our subsidiaries, and related parties with whom we procure services including financing for construction of assets.

[2] Article II (Definitions), Sec. 2.18, Nickel Asia Corporation Manual of Corporate Governance adopted May 29, 2017, p. 6.

[3]Article II (Our Core Values). Nickel Asia Corporation, Code of Business Conduct and Ethics.

[4] Section A. (Policy Statement), 1. Nickel Asia Corporation Procurement Governance: Suppliers and Purchasing.

[5] Section A. (Policy Statement), 1. Nickel Asia Corporation Procurement Governance: Suppliers and Purchasing.