Code of Ethics Sm Investment Corporation

Bulanday, Monica Patricia Camille A. 4MKTG02 Social Responsibility Prof. Stella A. Yanuaria August 31, 2010 SM INVESTMENTS CORPORATION Code of Ethics/Policies SMIC adopted a Code of Ethics on September 21, 2007 to re-affirm the company's commitment to the highest standards of ethics, good governance, competence and integrity in pursuing the company's mission and vision to serve the best interest of its customers, stakeholders and the country. The Code provides that the company strives to render adequate, reliable and efficient customer service at reasonable cost.

The company also protects shareholders' and investors' interests, including their rights to a fair return of  investment and accurate and timely information. The Code mandates a fair and transparent process for the evaluation and selection of  suppliers of goods and services. It likewise requires an effective monitoring and control system to prevent fraud and other malpractices. The Code prohibits the solicitation or acceptance of gifts by any director, officer or  employee of the company from any business partner, except only for gifts of nominal value or those given for the company's charitable projects.

It further prohibits conflict of interest,  insider trading, corruption and other illegal acts. The Company selects, develops and compensates the best people to manage the company. It  aims to provide its employees with adequate benefits as well as a safe workplace and environment. It also supports health, educational, social, livelihood and other charitable projects nationwide. Revised Code of Ethics In March 2009, SM Investments Corporation revised its Code of Ethics, which serves as a guiding principle for its directors, officers and employees in the performance of their duties and the conduct of their transactions with business partners.

The Code reflects the Company's mission, vision and values statement. The salient provisions of the Code pertain to compliance and integrity, relationship with business partners, employee welfare, shareholder rights and protection of company information. Some of the important provisions of the Code are as follows: * All employees are required to immediately report to the management all suspected or actual fraudulent or dishonest acts. * Solicitation or acceptance of gifts in any form from any business partner is prohibited, except for gifts of nominal value. Any conflict of interest must be promptly disclosed to the management. * All employees are prohibited from disclosing vital business information, unless authorized by the company or required by law. * Insider trading is prohibited. The company's Human Resources and Corporate Governance departments are responsible for implementing and monitoring compliance with the Code. Violations of the Code are punishable by disciplinary action and/or the filing of appropriate civil and criminal action. Guidelines on Acceptance of Gifts

To ensure integrity in procurement practices and the selection of the most appropriate  business partner in each instance, SMIC adopted guidelines on the acceptance of gifts by all directors, officers and employees from the company's business partners. Under this policy, all directors, officers and employees are prohibited from soliciting gifts in any form from any business partner. They are further prohibited from accepting gifts in any form, except for corporate give-aways, tokens or promotional items of nominal value.

Insider Trading Policy To implement the prohibitions on insider trading in the Securities Regulation Code and to comply with best practices on corporate governance, SMIC also adopted a policy on insider trading. The policy prohibits directors, officers and employees of SM who know material and confidential information from buying or selling shares of stock of the listed SM companies. All information that is likely to affect the market price of SM's shares is deemed to be material.

In line with the company's insider trading policy, all directors and senior officers are required to     disclose their transactions on the company's shares, in accordance with the provisions of the     Securities Regulation Code and other relevant issuances. Guidelines on Placement of Advertisements SMIC further issued a policy to prohibit the placement of advertisements in publications that solicit for such ad placement prior to the release of the official results of an awarding process conducted by the publication and where an SM company or executive is one of the nominees vying for the award/s.

SM may consider placing advertisements in such publications as part of its over-all marketing strategy, but only after the release of the results of the awarding process and where it will not create reasonable doubt that such ad placement influenced in any way an award given to an SM company or executive. Guidelines on Travel Sponsored by Business Partners In August 2009, SMIC issued guidelines on travel sponsored by business partners. The guidelines prohibit travel sponsored by business partners, which refer to contractors, suppliers, banks and other entities engaged in business with SMIC.

Where a business partner invites SMIC officers or employees to travel for the purpose of attending trade shows or exhibits, or for exposure to new products  and innovations, among other similar purposes, officers and employees are prohibited from accepting such sponsored travel. If the SMIC management deems that such travel is necessary for the business and for the development and training of officers and employees, SMIC will pay for the cost of the travel.

The guidelines further prohibit all SMIC officers or employees from accepting any travel sponsored by any current or prospective business partner which is participating in any on-going bidding or selection process for any SM project or transaction. Anti Money Laundering Law Guidelines In May 2009, SMIC issued Anti Money Laundering Law guidelines for its property group. The guidelines lay down rules on acceptance of payment for real property projects and stresses the importance of know-your-client procedures. The guidelines are compliant with the provisions of the Anti-Money Laundering Law and its implementing rules and regulations.

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