Chapter I

Introduction

I. Background of the Company

Universal Robina Corporation commonly known in the market as URC is

one of the largest pioneers for consumer food and beverages industry in the
Philippines. It has a significant and growing presence in the ASEAN markets. For
60 years, URC has been in operations since the establishment of Universal Corn
Products, Inc., a manufacturing plant in Pasig by John Gokongwei, Jr. In 1954.

URC is engaged in a wide range food related businesses. It operates

through manufacture and distribution of branded consumer products.
Furthermore, it has engagement in the commodity business of sugar milling and
refining and flour milling, and in Agro- industry business for the manufacturing
and distribution of animal health products, feeds and soya beans products. Lastly,
in the Corporate business segment engaged in bonds and securities investment
and fund raising activities.

URC is the leading branded snack foods and beverages company in the
Philippines and is the first Philippines Pan ASEAN Multinational. It has proven
itself to be a trailblazer in manufacturing with a strong and loyal consumer base.
Furthermore, URC showed innovation and excellence in its ground-breaking
products, wide range distribution network and effective market strategy, evident
in the companys formidable leadership in the market.

The vision of URC to become one of the leading pan Asian players in
beverages and snack foods. This vision established by John Gokongwei, Jr. Has
managed to transform itself from a local operation to a recognized multinational
full scale operation for the exportation of products in the mainstream markets in
US, Europe, Japan, Korea, Middle East and the frontier markets of Africa and
soon emerge with the growing markets of Myanmar, Laos and Cambodia.

URCs key to success built its three strong regional brands: Jack n Jill, C2
and Great Taste, over the years through a robust product innovation pipeline,
consumer- centric marketing and world-class manufacturing and supply chain
management. URC will continue to transform itself in line with the changing
external dynamics of business, in line with the increasing opportunities in Asia
and beyond.
 Chapter II
Corporate Governance

I. Salient Features

II. Compliance to the Code of Corporate Governance

III. Code of Ethics

URC is one of the pioneers in the manufacture and distribution of food products
and beverages in the Philippines and has a growing presence in the ASEAN markets. It
aims to build an organizational capability by being entrepreneurial and proactive, driven
by the sense of urgency and purpose. Thus, implementing the following Code of Ethics:

Conflict of Interest

The Companys Conflict of Interest Policy mandates employees to make a

conscious effort to avoid conflict of interest situations; that his judgment and discretion is
not influenced by considerations of personal gain or benefit. A conflict of interest may
also occur because of the actions, employment, or investments of an immediate family
member of an employee. URC employees that recommend, endorse, or approve the
procurement or sale of goods and services should make a conscious effort to avoid any
conflict of interest situation in transactions that they are involved in.

Receipt of Gifts from Third Parties

The Company allows the acceptance of gift only during the Christmas Season.
There is no restriction in the value of the gift accepted. However, accepted gift with
estimated value over PHP 2,000 must be disclosed to the Conflicts of Interest Committee.

Compliance with Laws and Regulations

The Company ensures that all transactions comply with relevant laws and
regulations. Any deficiencies are immediately rectified.

Trade Secret Policy

The Company secures proper and authorized disclosure of confidential

information.
Insider Trading Policy

The Company observes strict compliance with the Exchanges Trading rules and
restrictions, emphasizing the need for transparency and fairness in its transactions in
order to fully apprise its inventors of its current activities. Disclosures to the public can
only be done after disclosure to the SEC and PSE by the Companys authorized officers.

Use of Company Funds, Assets and Information

Employees are required to safeguard Company resources and assets with honesty
and integrity. Employees must ensure that these assets are efficiently, effectively, and
responsibly utilized.
Employment and Labor Laws and Policies
The Company's Human Resources Unit ensures compliance with employment and
labor laws and policies.
Whistleblowing Policy
Any employee may discuss or disclose in writing any concern on potential
violation of the Code of Business Conduct with the Conflicts of Interest Committee. All
information received in connection with the reports or disclosures shall be strictly
confidential and shall not be disclosed to any person without prior consent of CICOM.
Related Party Transaction
The Company ensures policies and procedures for the review, approval or
ratification, monitoring and recording of related party transactions between and among
the company and its parent, joint ventures, subsidiaries, associates, affiliates, substantial
stockholders, officers and directors, including their spouses children and dependent
siblings and parents and of interlocking director relationships of members of the board.
Disciplinary Action
Violation of any provision of the Code of Business Conduct may result to
disciplinary action, including dismissal and reimbursement for any loss to the Company
that result from the employee's action. If appropriate, a violation may result in legal
action against the employee or referral to the appropriate government authorities.