Material Related Party Transactions Policy

The Board of Directors (“Board”) of Monde Nissin Corporation (“MNC”) adopts this amended group-wide Material Related Party Transactions Policy (“MRPT Policy”) applicable to MNC and its subsidiaries primarily to:

  1. promote good corporate governance and for the protection of minority investors;
  2. identify material related party transactions (“MRPTs”) involving MNC and any Related Party [as those terms are defined (i) under the relevant and prevailing Philippines Securities and Exchange Commission rules and guidelines for publicly-listed corporations concerning MRPTs, and/or (ii) under this MRPT Policy];
  3. prevent abusive MRPTs, and prevent or manage potential or actual conflicts of interest which may arise out of or in connection with MRPTs; and
  4. ensure proper and timely reporting and disclosure of MRPTs as required under Applicable Rules, MNC’s Manual on Corporate Governance, and other pertinent policies.

This MRPT Policy may be amended from time to time by the Board. The Board, assisted by its Risk and Related Party Transactions Committee, is tasked with overseeing the proper implementation of the MRPT Policy, with support from MNC’s Chief Compliance Officer and Chief Risk Officer. This Policy covers MRPTs between MNC and Related Party/ies, including:

  1. RPTs either individually, or in aggregate over a twelve (12) month period from the first transaction, with the same Related Party, reaching the Materiality Threshold;
  2. Outstanding transactions reaching the Materiality Threshold that were entered into with an unrelated party that subsequently becomes a Related Party in the event of any material alterations to the terms and conditions of such transactions, or an increase in the exposure level pertaining to such transactions after the non-related counterparty becomes a Related Party; and
  3. Write-off of material exposures to Related Parties reaching the Materiality Threshold.

Excluded from the limits and approval process required in the MRPT Policy are transactions which meet the Materiality Threshold that were entered into with an unrelated party who subsequently becomes a Related Party. However, in the event of any material alteration to the terms and conditions of such transactions, or an increase in the exposure level pertaining to such transactions after the unrelated party becomes a Related Party, such transactions shall be considered an MRPT. Material alterations include but are not limited to a change in the price, interest rate, maturity date, payment terms, commissions, fees, tenor and collateral requirement of the MRPT. This prospective treatment should, however, be without prejudice to regulatory actions that may be enforced for transactions noted to have not been conducted on an arm’s length basis.

Monde Nissin Corporation (“MNC”) and its subsidiaries (collectively, the “MNC Group”) adopts this Related Party Transaction Policy (“Policy”) to ensure the integrity of MNC’s related party transactions (“RPT/s”) for the protection of all shareholders’ interest by (a) defining related party relationships and transactions; and (b) providing guidance in the review, approval, and disclosure of RPTs to ensure that they are at arm’s length, under fair terms, and will inure to the best interest of MNC and its shareholders in accordance with applicable law, regulations and issuances, particularly the Securities and Exchange Commission (“SEC”) Rules on Material Related Party Transactions for Publicly-Listed Companies (“RPT Rules”) and the MNC Manual on Corporate Governance.

This Policy may be amended from time to time by the Board of Directors (“Board”). The Risk and Related Party Transaction Committee (“Committee”) is tasked with overseeing the implementation of this Policy.

This Policy covers Material RPTs between MNC and Related Party/ies, including:

a. RPTs either individually, or in aggregate over a twelve (12) month period from the first transaction, with the same Related Party, reaching the Materiality Threshold;

b. Outstanding transactions reaching the Materiality Threshold that were entered into with an unrelated party that subsequently becomes a Related Party in the event of any alterations to the terms and conditions or an increase in the exposure level pertaining to such transactions after the non-related counterparty becomes a Related Party; and

c. Write-off of material exposures to Related Parties reaching the Materiality Threshold.

Excluded from the limits and approval process required in this Policy are transactions which meet the Materiality Thresholds that were entered into with an unrelated party who subsequently becomes a Related Party. However, in the event of any material change to the terms and conditions or an increase in the exposure level pertaining to such transactions after the unrelated party becomes a Related Party, such transactions shall be considered a Material RPT. Material changes include but is not limited to a change in the price, interest rate, maturity date, payment terms, commissions, fees, tenor and collateral requirement of the Material RPT. The prospective treatment should, however, be without prejudice to regulatory actions that may be enforced for transactions noted to have not been conducted on an arm’s length basis.

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