Jollibee Foods Corporation

Corporate Governance

Ethics and Compliance

This provides an overview of the integrated Ethics and Compliance Program (“E&C Program”) for Jollibee Foods Corporation and subsidiaries (collectively, the “JFC Group”).

To access a copy of the JFC Group's E&C Program, please click here.

The Code of Business Ethics of the JFC Group was approved by the JFC Board of Directors on February 9, 2016. It is a statement of shared ethical standards within the JFC Group in the conduct of business worldwide. The purpose of the CoBE is to provide a framework to guide actions and decisions of the JFC Group and its directors, officers and employees as they exercise their judgment in the course of carrying out their day-to-day responsibilities, so that they consistently reflect JFC’s values in the course of doing business. The Code of Business Ethics emphasizes conducting business with integrity, treating everyone with respect, committing to lawful business practices, and safeguarding the Company’s resources and interests.

To access a copy of the Code of Business Ethics, please click here.

Since its inception in 2016, the Ethics Program, which is anchored on the CoBE, has been overseen by the JFC Board of Directors (“JFC Board”) through its Audit Committee, whose functions include oversight over the Global Ethics Council in the latter’s performance of its functions, reviewing reports of the Global Ethics Council to monitor disposition of any ethical violations, and assessing the effectiveness of the implementation of the Group’s global Ethics program.

The Global Ethics Council is chaired by a member of the JFC Board and of the Board’s Audit Committee, with the highest-ranking Human Resources, Audit, and Legal executives of the JFC Group – the Chief Human Resources Officer, Global Internal Audit Head, and Global General Counsel & Ethics Head - as its members. It is the approving body for all ethics-related initiatives, programs and policies of the JFC Group. Corresponding ethics councils have likewise been created at the regional level, under the Global Ethics Council’s oversight. The Ethics Program was designed, and its implementation is driven by, the Global General Counsel & Ethics Head.

The Global General Counsel & Ethics Head is also the Compliance Officer. The E&C organization structure is summarized below. However, all persons within the JFC Group share responsibility for E&C, with all leaders driving E&C forward as a routine part of doing business, and the E&C organization serving as an advocate and resource.

The E&C organization structure may be found below:

Anti-Bribery and Corruption Policy

The Policy on Anti-Bribery and Corruption formalizes and operationalizes the JFC Group’s policy on compliance with laws on anti-bribery and corruption. The Code of Business Ethics provides that JFC Group conducts business with integrity, and is committed to doing business lawfully. Bribery and corruption are not only contrary to the JFC Group’s values, but will also expose both the employee and the JFC Group to fines, penalties, and/or imprisonment to the extent that these are prohibited by applicable laws, as well as reputational damage. This policy supports the implementation of JFC Group’s COBE and the Company’s compliance with anti-bribery and corruption laws.

To access a copy of the Anti-Bribery and Corruption Policy, please click here.

Policy on Gifts

The JFC Group is committed to conducting business with integrity. We do business, build relationships and make decisions based on merit. Any situation that may create conflict of interest, whether actual or perceived, or that will put employees in a situation where their integrity or objectivity may be questioned, shall always be avoided. Thus, JFC employees shall refrain from giving to or receiving gifts from Third Parties other than as expressly allowed the Policy on Gifts.

To access a copy of the Policy on Gifts, please click here.

Policy on Conflict of Interest

The JFC Group's Policy on Conflict of Interest provides that the Corporation expects that employees at all levels of the Corporation and its subsidiaries will act in the best interest of the Corporation and its subsidiaries. Therefore, every employee shall avoid interests, relationships, transactions or activities that may impair or appear to impair the performance of his duties to the best of his ability. Likewise, every employee shall exercise objectivity and impartiality when fulfilling his function, and avoid circumstances that may compromise or appear to compromise such objectivity and impartiality.

To access a copy of the Policy on Conflict of Interest, please click here.

Supplier Code of Conduct

The JFC Group is committed to acting ethically. This commitment is reflected in our JFC Way and Code of Business Ethics. Our ethical standards have been part of the reason for our success and will serve as a cornerstone for our future growth. For this reason, we expect that everyone with whom we do business, including suppliers of goods and services, demonstrates the same standards of ethical business behavior reflective of the same values that the JFC Group advocates, as a condition for a continued business relationship with us

To access a copy of the Supplier Code of Conduct, please click here.

Compliance with internal policies is ensured by providing employees an avenue to participate and report any breaches of our policies. Under the CoBE, employees have the duty to report actual or perceived violations.

Under the Whistleblower Policy, a whistleblower is entitled to remain anonymous, to be safe from retaliation, including harassment or disciplinary action in connection with such reports. The appropriate Legal & Ethics office is tasked to coordinate with Human Resources for the implementation of measures to safeguard the anonymity and safety of the whistleblower. The reports are raised directly to Global Legal & Ethics and the appropriate Ethics Council within the region concerned, and are monitored by the Global Ethics Council and the Audit Committee.

To access a copy of the Whistleblower Policy, please click here.

For any violations of the Company's CoBE and related policies, you may report through the following channels:

Website: https://www.integritycounts.ca/org/jollibeegroup

Email: [email protected]

Toll Free Numbers:

Philippines - 1800 1 322 0363
United Kingdom - 0-800-092-3586
Italy - 00-800-2002-0033
Spain - 900 876 122
Vietnam - 120-85-2329
USA - 1-866-921-6714
Canada - 1-866-921-6714
China - 400-120-8514

Smashburger shall continue to receive reports though its current hotline's channels provided below:

Website: http://www.lighthouse-services.com/smashburger

Email: [email protected] (must include company name with report)

Phone:
English speaking USA and Canada: 844-640-0022 (not available from Mexico)
Spanish speaking North America: 800-216-1288

The E&C Program provides for collaborations with JFC Group’s Human Resources (“HR”) on E&C training for new hires and annual E&C refreshers, as well as additional training programs, including approval of initiatives made at the region level. Other collaborations with HR include designing and implementing training reinforcement programs (coaching, etc.) if required.

Further details on the training may be found in the JFC Group’s E&C Program, which may be accessed under "ETHICS AND COMPLIANCE PROGRAM" above.

The JFC Group’s Global Internal Audit’s Ethics Policies & Procedures Review Guide provides the guidelines that sets out the overall commitments over the maintenance of high level of effectiveness and efficiency of the company’s Ethics & Compliance Program. The objective of the guide is to formalize practices on the exercise of Global Internal Audit and Global Legal & Ethics to maintain the company’s Ethics & Compliance Program and the relevant ethics policies/procedures in line with the most updated regulations and generally accepted best business practice.

To access a copy of the Ethics Policies & Procedures Review Guide, please click here.

Annual Corporate Governance Report

JFC Integrated Annual Corporate Governance Report for the year ended December 31, 2021

JFC Integrated Annual Corporate Governance Report for the year ended December 31, 2020

JFC Integrated Annual Corporate Governance Report for the year ended December 31 2019

Integrated Annual Corporate Governance Report for the year ended December 31, 2018 - May 29, 2019

JFC Integrated Annual Corporate Governance Report for the year ended December 31, 2017 - May 29, 2018

Consolidated Changes and Updates for 2016 as of March 27, 2017

Consolidated Changes and Updates in the ACGR as of April 13, 2016

Consolidated Changes and Updates in the ACGR as of January 8, 2016

Consolidated Changes and Updates in the ACGR as of August 26 2015

Consolidated Changes and Updates in the ACGR for 2014

Consolidated Changes and Updates as of December 31, 2013

2012 Annual Corporate Governance Report

Manual on Corporate Governance

Manual on Corporate Governance August 2002

New Manual on Corporate Governance May 2017

Amended Manual on Corporate Governance July 2014

Continuing Education of the Board of Directors
and Key Officers

October 5, 2022

October 5, 2021

October 15, 2020

December 18, 2014

August 15, 2016

August 20, 2014

August 18, 2017

October 16, 2019

September 14, 2015

October 12, 2016

September 9, 2019

November 28, 2014

February 24, 2016 - SEC Letter on Exemption of Mr. Washington Sycip

November 16, 2015

Board Committees, Committee Members and Committee Charters

Board Committees, Committee Members and Committee Charters

Material Related Party Transactions Policy

Enterprise Risk Management Framework

Insider Trading Policy

Articles of Incorporation and By-laws

Ethics and Compliance

ETHICS AND COMPLIANCE PROGRAM

CODE OF BUSINESS ETHICS

THE JFC GROUP ETHICS AND COMPLIANCE ORGANIZATION

POLICIES

Anti-Bribery and Corruption Policy

Policy on Gifts

Policy on Conflict of Interest

Supplier Code of Conduct

WHISTLEBLOWER PROTECTION

EMPLOYEE TRAINING ON ETHICS

ETHICS POLICY AND PROCEDURES REVIEW

Annual Corporate Governance Report

Manual on Corporate Governance

Continuing Education of the Board of Directors and Key Officers

Board Committees, Committee Members and Committee Charters

Continuing Education of the Board of Directors
and Key Officers