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

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:

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.

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.

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.

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

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.

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.

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.

Human Rights Policy in the Workplace

NAC is committed to upholding and promoting human rights in all aspects of its business and operations in alignment with the 1987 Constitution and in consonance with the relevant principles outlined in the UDHR, GPBHR, UNGC and UNDRIP, and the labor standards set by the ILO which have been ratified/adopted by the Philippine Government. This Policy is centered around fostering a workplace and business environment that respects and protects the fundamental rights and dignity of every individual, irrespective of their race, color, religion, gender, sexual orientation, disability, or any other characteristic protected by applicable laws and regulations.

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

As a matter of policy, the remuneration of directors and officers of the Company is based on responsibilities and performance. The remuneration must be adequate to attract, motivate and keep a pool of officers and executives who will contribute to the long-term financial success of the Company.

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.