CODE OF ETHICS

INTRODUCTION

The Nat Re Code of Ethics sets forth the Company’s business principles and values which shall guide and govern all business relationships of the Company, its directors, officers, and employees, including its day-to day decisions and actions when performing its respective duties and responsibilities. It defines the company’s way of doing business the right way.

Nat Re directors, officers, and employees endeavor to promote a culture of good corporate governance by observing and maintaining its core business principles and values of Dependability, Integrity, Service Excellence, Collaboration, Empiricism and Sustainability in its relationships among the employees and with the Company’s stakeholders, business partners, suppliers, service providers, regulators, and the general public.

This Code identifies our Company’s values. It characterizes the mode of behavior and conduct expected of all Nat Re directors, officers, and employees in the performance of our respective duties and responsibilities, on behalf of the Company.

1. Principles and Values, the core of our Code

The essence of this Code of Ethics is that all actions of the Company, our directors, officers, and employees must be consistent with our core business principles and values:

1. Dependability – We deliver on our promises and take responsibility for our actions and We are here for you for the long term.
2. Integrity – We hold ourselves to the highest standards of ethics, professionalism, trustworthiness, and we are committed to protecting and safeguarding the privacy of our stakeholders’ information.
3. Service Excellence – We are fast, responsive, reliable, and empathetic in meeting our stakeholders’ needs. We aspire for the best quality in all that we do.
4. Collaboration – We believe in the synergy of working with other stakeholders to achieve our goals.
5. Empiricism – We make sound decisions and recommendations based on credible data or empirical We continuously derive knowledge and insights from experience.
6. Sustainability – In all that we do, we consider not only the long-term impact on our business and the domestic insurance industry, but also our shared responsibility to the larger society, national economy, and global environment.

We are committed to the right way of doing business. This Code of Ethics is the cornerstone of our values. We shall conduct our business in a way that is fair and honest, transparent, and compliant with applicable laws and regulations and empowering our employees and treating them with integrity and respect. In Nat Re, we take responsibility and accountability for our actions and decisions.

II.        The Norms of Business Conduct and Ethics

Nat Re, its directors, officers, and employees are committed to the following standards in their behavior and in their various business dealings:

1.    Compliance to laws, rules, and regulations

a. We uphold right conduct and personally adhere to the norms and restrictions imposed by applicable laws, rules, and regulations.

b. We do not accept demands brought on by prevailing business conditions or perceived pressures as excuses to violate any laws, rules, or regulations.

c. We neither offer nor accept any kind of bribe to facilitate any transaction or gain any perceived or actual favor or advantage.

2.   Competition and Fair Dealing

a. We do not take advantage of anyone through manipulation, collusion, concealment, abuse of privileged information, or misrepresentation of material facts.

b. We do not make any false statements against competitors, their products, and/or services.

c. We exercise reasonable and prudent professional judgment when dealing with We deal fairly with the Company’s customers, service providers, suppliers, competitors, and employees.

3.    Confidentiality

a. We maintain and safeguard the confidentiality of information entrusted by the Company, customers, business partners, or such other parties with whom the Company relates, except when disclosure is authorized or legally Confidential information includes any non-public information that might be of use to competitors, or harmful to the Company, customers, business partners, or such other parties with whom the Company relates, if disclosed.

b. We speak publicly about the business only when authorized to do so by the We do not disseminate confidential memos, reports, or information to or for use by the media, competitors or third parties without the Company’s permission.

c. We abide by the Company’s policy and applicable laws regarding business records We ensure that records are not altered, concealed, destroyed, or falsified to impede, obstruct, or influence any investigation by, or proceeding before any official Company committee, governmental, regulator, or judicial body.

d. We do not tolerate insider trading nor the trading of the Company’s securities using price-sensitive information that is not normally available publicly, and obtained by reason of position, contact within, or through other relationships with the Company. This will be dealt with in accordance with the Company’s policy against Insider’s Trading.

4.    Proper Use of Company Assets

a. We use Company property and resources, including Company time, supplies, and software, efficiently, responsibly, and only for legitimate business.

b. We safeguard Company assets from loss, damage, misuse, or theft.

c. We respect intellectual property

5.    Conflicts of Interest

a. We avoid any actual or apparent conflicts of interest between private interests, including the private interests of family members, and the interests of the Company, unless prior approval has been obtained from the appropriate approving authorities as designated in applicable policies of the Company. It is the responsibility of each director, officer, and employee to promptly notify the Board, through the Corporate Secretary of any actual or potential conflict of interest as soon as they become aware of it. The Board’s approval shall be required before the Company may enter such transaction where a conflict of interest is identified. More specific guidelines are provided in the related company policies on Conflict of Interest and Related Party Transactions.

b. We avoid activities and interests that could significantly affect the objective or effective performance of duties and responsibilities in the Company, including business interests or unauthorized employment outside the Company, the receipt from and giving of gifts of unusually high value to persons or entities with whom the Company has any business dealings.

c. We base all business decisions and actions on the best interest of the Company. These decisions must not be motivated by personal considerations and other relationships, which may interfere with the exercise of independent judgment.

d. Whenever opportunities arise, constantly advance the Company’s legitimate interest. We avoid competing with the Company on a business opportunity or acquiring an interest contrary to that of the Company’s. We refrain from taking advantage of Company property, information or position, or opportunities arising from these, for personal gain, to compete with the Company, or act against the best interest of the Company. Directors, officers, and employees who intend to make use of Company property or services in a manner not solely for the benefit of the Company should obtain prior approval from appropriate authorities as designated in applicable policies of the Company.

e. We refrain from the direct or indirect, grant or arrangement of loans to any director or officer, unless such grant or arrangement is allowed by all applicable laws and regulations.

6.    Disclosure

a. We promptly and properly disclose to the public all material information (i.e., anything that could potentially affect share price, as well as other information), including earning results, financial position, related-party, and off-balance sheet transactions.

b. Where relevant, we comply with the Company’s disclosure requirements and procedures and internal controls to ensure that (1) financial and non-financial information is properly recorded, processed, summarized, and reported and (ii) the Company’s public reports and documents, including the reports that the Company files with the Philippine Stock Exchange, the Securities and Exchange Commission, and the Insurance Commission comply in all material respects with the requirements of the applicable laws and regulations.

c. We ensure that our directors and/or officers are familiar with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company, take appropriate steps regarding the above-mentioned disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.

d. We avoid knowingly misrepresenting, or causing others to misrepresent, facts about the Company to others, whether inside or outside the Company.

e. We properly review all proposed disclosures for accuracy and completeness.

f. We continuously assess the effectiveness of the disclosure process and procedures and internal controls and take corrective actions on any identified weaknesses and deficiencies.

7.    Enterprise Risk Management

a. We adopt best practices of Enterprise Risk Management to enhance the company’s sustainability and long-term shareholders’ value.

b. We evaluate and manage risks involved in undertaking strategies, acquisitions, new products or services, and any other business endeavors of the Company.

c. We continue to establish embedded processes, resources, and structures to address risk management needs so that our risk management efforts are optimized.

8.    Relations with Shareholders and Investors

a. We adopt strategies, actions, decisions, and transactions to enhance shareholder value.

b. We endeavor to adopt the leading practices of good corporate governance in the conduct of our business.

c. We maintain business and accounting records that accurately reflect the financial position of the business and issue financial statements to ensure transparency of information.

d. We ensure an independent audit of the Company’s financial statements by external auditors duly approved by our shareholders.

III.      Implementation and Monitoring of the Code

1. This Code of Ethics shall be distributed to all directors, officers, and employees of the Company, who shall signify that they have received, read, and understood this The Company, its directors, officers, and employees commit to comply with both the letter and spirit of this Code and the Company endeavors to obtain the same commitment from its business partners. In this connection, our directors and officers should explain to employees and business partners the Company’s principles and values set forth in this Code and emphasize the importance of conducting themselves in accordance with the standards set by this Code to attain financial rewards for the Company and to deter any wrongdoing.
2. We shall not condone any illegal or unethical behavior by a colleague or co-employee, regardless of his or her level of authority. It is the responsibility of each employee to report legitimate concerns so that problems can be properly resolved, and corrective measures instituted. An officer or employee who becomes aware of any violation of this Code should immediately notify his Department/Division Head.The Department/Division Head shall in turn immediately inform the Human Resources Department (HRD). The Company’s HRD shall conduct or manage the necessary actions or investigation of any reported violations of this Code. In case Senior Management or any Board Member is involved, the same should be referred to the Governance and Related Party Transaction (GRPT) Committee.

3. Any officer or employee who commits a violation of this Code shall be subject to disciplinary action (including termination), without prejudice to any civil or criminal proceedings that the Company or regulators may file for violation of applicable
4. There shall be no exceptions from or waivers of any provision of this Code, except as expressly approved by the Board of Directors. The HRD shall maintain a record of all such requests for exceptions and
5. The responsibility for implementing and monitoring compliance of this Code rests with the Department and Division Heads in his own Department or Division. Generally, the HRD shall be responsible for Company-wide implementation and monitoring of compliance with this Code.
6. Retaliation or discrimination, whether direct or indirect and in any form, against any director, officer, or employee who reports, honestly and in good faith, any violation or perceived violation of this Code shall not be tolerated. This will be dealt with in accordance with the Company’s Whistle-Blower
7. All matters involving the implementation and monitoring of this Code should be handled strictly on confidential
8. This Code shall be reviewed at least once every two (2) years, or such other frequency as may be determined and recommended by the Governance and Related Party Transaction (GRPT) Committee and approved by the Board of Directors.