Melco Resorts & Entertainment Philippines
Corporate Governance
Company’s Policies

Whistle-blowing Policy

It is the policy of the Company to treat complaints seriously and expeditiously. To this end, the Company adopted a procedure on handling complaints and whistleblowing to govern the receipt, retention and treatment of complaints regarding (i) the Company’s accounting, internal accounting controls or auditing matters and (ii) breaches of the Company’s policies, including the Policy for the Prevention of Insider Trading, Code of Business Conduct and Ethics, Disclosure Controls and Procedures, Guidelines for Corporate Communications, Document Retention Policy and any fraud risk mitigation strategy, and to protect the confidential, anonymous reporting of such concerns. These procedures apply to all of the directors, officers and employees of the Company and its subsidiaries, as well as third parties.

Under the Company’s Policy and Procedures for Handling Complaints and Whistleblowing, below is the procedure for handling complaints:

  1. Written complaints may be submitted to the Human Resources Officer, in hard copy or via email. Complaints may also be submitted through a telephone hotline that will be received by a third-party contractor specifically engaged to provide the hotline services or by an internal person specifically designated to receive hotline calls. The complainant need not leave his/her name or other personal information.
  2. The complaint will be reviewed by designated Complaint Reviewers who will thereafter direct the complaints to the Head of Legal and Head of Internal Audit for investigation. The results of investigation shall be reported to the Audit Committee and Corporate Governance Committee of the Company.

Complaints are promptly and thoroughly investigated to verify its accuracy and to ensure that no malicious or unfounded complaints or reports will be entertained. The Company takes seriously those filing complaints or reports knowing them to be untrue or unfounded.

In no event will there be any retaliation against anyone for reporting an activity that he or she in good faith believes to be a violation of any law, rule or regulation. Any supervisor or other employee intimidating or imposing sanctions on an employee for reporting a Complaint will be disciplined, which may include termination of employment. Employees who believe that they have been retaliated against by the Company, its employees, contractors, subcontractors or agents, for providing information to or assisting in an investigation or proceeding conducted by a governmental authority or a person with supervisory authority over the employee (or another employee who has the authority to investigate or terminate misconduct) in connection with conduct that the employee reasonably believes constitutes a violation of rule or law, may seek redress through governmental agencies.

Conflict of Interest Policy

The Company aims to conduct business according to the highest ethical standards and has adopted a Code of Business Conduct and Ethics, which covers conflict of interest situations, and a separate Conflict of Interest Policy to ensure that the Company and its subsidiaries conduct their business consistent with the highest standards of business ethics. These apply to all the directors, officers, employees, agents and subcontractors of Melco Resorts Philippines and its subsidiaries.

A conflict of interest can occur when an employee’s private interest interferes, or appears to interfere, with the interests of the Company as a whole.

All apparent, potential, and actual conflicts of interest should be scrupulously avoided and any transactions between an employee and the Company which involves a potential conflict of interest should only be entered into after receipt of the appropriate approval.

All situations that reasonably would be expected to give rise to a conflict of interest must also be disclosed to the Company.

Insider Trading Policy

Preventing insider trading is necessary to comply with securities laws and to preserve the reputation and integrity of the Company, as well as that of all persons affiliated with it.

All directors, officers and employees, including members of their respective households, the parent of the Company and its subsidiaries (“Relevant Persons”) are subject to the rules set forth in the Company’s Insider Trading Policy. All such Relevant Persons are mandated to refrain from trading while in possession of material non-public information and from “tipping” others.

This policy also sets out the prohibited activities applicable to all Relevant Persons and the limits, including the required approvals, by which such Relevant Persons may be allowed to trade in the Company’s securities.

Violation of the provisions of the provisions of this policy could result in serious sanctions, including dismissal from employment of the relevant employee.

Related Party Transactions

The Company’s policy on Related Party Transactions (RPT) sets forth general principles relating to, and the Company’s policy for, identifying and reviewing related party transactions involving the Company or any of its subsidiaries.

Material RPTs require the approval of the Audit Committee in accordance with the RPT Policy and RPT Guidelines. In addition, for RPTs that are also related or connected party transactions for the Company’s parent company, the necessary approval from said parent company’s management, Audit Committee, Board of Directors or independent shareholders must also be obtained.

All transactions shall be checked against the list of related parties. If the same is a related party transaction, it shall be forwarded to the Vice President, Finance. If the related party transaction is considered as not material and is not unusual in its terms and nature, the Vice President, Finance can authorize the approval without need of further approval. However, if it is a material or unusual related party transaction, the Audit Committee shall evaluate and determine whether to recommend the approval of the transaction.



General Policy on Related Party Transactions

This policy is intended as a general guide to the rules issued by the Securities and Exchange Commission. It sets forth general principles relating to, and the Company’s policy for, identifying and reviewing related party transactions.



Audit and Risk Committee’s Guidelines and Standards for the Approval of Related Party Transactions

The Audit and Risk Committee recognizes that related party transactions present a heightened risk of conflicts of interest and/or improper valuation or the perception thereof. As such, to implement the General Policy on Related Party Transactions, the Audit and Risk Committee has adopted these Guidelines and Standards for the Approval of Related Party Transactions, which set out the standards and procedures to be followed by the Audit and Risk Committee and relevant persons in reviewing and approving related party transactions.

POLICY ON BOARD DIVERSITY

This Policy sets out the Company’s policy for promoting diversity in its board of directors.

The Company is supportive of the gradual attainment of wider diversity in its Board composition and it recognizes the benefits that the Company may enjoy as a result of increased diversity in the widest sense both at the Board level and throughout all levels within the organization.

SHAREHOLDERS COMMUNICATION POLICY

It is the Company’s policy that all disclosures made by the Company to its shareholders should be accurate and complete and fairly present the Company’s financial condition and results of operations in all material respects, and should be made on a timely basis as required by the Securities Regulation Code and its implementing rules and regulations and other applicable laws and the requirements.

This Policy sets out requirements which aim to provide the Company’s shareholders, and, in appropriate circumstances, the investment community at large, with ready, equal and timely access to balanced and understandable information about the Company in order to enable Shareholders to exercise their rights in an informed manner, and to allow Shareholders and the investment community to engage actively with the Company.

DISCLOSURE CONTROLS AND PROCEDURES

The Disclosure Controls and Procedures have been developed to ensure that information required to be disclosed by the Company in its reports filed or submitted to The Philippine Stock Exchange, Inc., Securities and Exchange Commission or any other applicable agency or authority is (i) recorded, processed, summarized and reported accurately and on a timely basis, and (ii) accumulated and communicated to the Company’s management, including its senior officers, as appropriate, to allow timely decisions regarding required disclosure. These Procedures have been designed to comply with the provisions of Sections 302 and 906 of the U.S. Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated by the SEC to implement Section 302 of the Act, as applicable.

GUIDELINES FOR CORPORATE COMMUNICATIONS AND CONTINUOUS DISCLOSURE

These Guidelines apply to the corporate disclosure of information about the Company to third-parties or to the general public where the recipient is not bound by any existing duty of confidentiality to the Company. Examples of types of communications covered by these Guidelines include (a) publicly available filings (b) annual reports and quarterly reports; (c) press releases; (d) interviews with the media; and (e) information made available on the Company’s website.

ETHICAL BUSINESS PRACTICES PROGRAM

The Company seek to foster a culture of trust and understanding and an environment where we conduct business with integrity. This Ethical Business Practices Program (“EBPP”) is intended to foster open communications, build and strengthen a culture of compliance, and provide everyone with the knowledge to identify and prevent improper and unethical business practices.

As part of our commitment to the highest standards of business ethics, the Company has zero tolerance for bribery and corruption and is committed to complying with the various anti-corruption laws that apply to our operations around the world.

This EBPP is implemented to further the highest standards of business ethics.

DELEGATION OF AUTHORITY POLICY

At law, the shareholders of Melco Resorts and Entertainment (Philippines) Corporation (“MRP”) appoint the directors of MRP to manage the operations of MRP and its subsidiaries for the benefit of the shareholders. Because the Board is largely comprised of non-executive directors, it cannot, for practical reasons, make all the decisions needed to operate the MRP Group effectively and efficiently. They therefore delegate some of their authority to the management of the MRP Group, but in doing this, they retain responsibility and accountability for management’s exercise of that delegated authority, while reserving certain authorities to themselves.

This policy covers the MRP Group and sets out those powers the Board reserves for itself, and those which it has delegated to senior management.

Policy Relating to Health, Safety and Welfare of Employees

The Company is committed to promoting the safety, health and welfare of its employees. To this end, the Company has issued policies that are intended to develop and promote a safer and healthier working environment that will enhance work productivity and efficiency. At present, the Company has exisiting policies related to health and safety:

  1. Drug-Free Workplace Policy

    The Company resolved to develop and maintain a drug-free environment. This policy seeks to promote and protect the employees’ health, safety and well-being and discourage and prevent them from engaging in prohibited drug-related activities.

    For this purpose, the Company established a Drug-Free Workplace Committee composed of representatives from the Human Resources department, Legal department, the Company’s Medical Doctor and a representative appointed by the employees. The Committee is responsible for dissemination of information through relevant education programs and implementation of pre-employment, random and mandatory drug tests for employees, among others.
  2. Policy on HIV, STD and AIDS

    The Company enacted this policy to prevent and control the spread in the workplace of sexually transmitted diseases (“STD”), including human immunodeficiency virus (“HIV”) and acquired immune deficiency syndrome (“AIDS”). This policy also intends to protect the right to privacy, dignity and non-discrimination of an employee found infected with the above diseases.

    In the case of employees found infected with STD, HIV, or AIDS-related illness, the Company will provide assistance and adopt measures to accommodate their needs, including a referral system and access to diagnostic and treatment services for appropriate medical evaluation and monitoring. The employee shall also be provided information on his or her responsibilities towards other co-employees. An employee shall not be terminated or suspended from work on the sole basis of actual, perceived or suspected STD, HIV or AIDS status.
  3. Policy on Smoking in Company Premises

    This policy aims to spread awareness among the employees on the health hazards of smoking through periodic health seminars and programs. It also seeks to protect and enhance the indoor air quality and contribute to the healthful environment by designating areas that may be used for smoking.