The HR is designated to take action he considers appropriate in order to investigate any actual or potential violations reported to him. If after such investigation, the officer believes that a violation has occurred, the HR Head shall report the matter to the Executive Committee. If the Committee concurs that a violation has occurred, it will consider appropriate action.

Open-door policy. The open door is a voluntary process that allows the employee to talk with his/her immediate supervisor or to a higher level of management without fear of retaliation.

The basic principle to be observed is that a director should not use his position to profit or gain some benefit or advantage for himself and/or his related interests. He should avoid situations that may compromise his impartiality. If an actual or potential conflict of interest may arise on the part of a director, he should fully and immediately disclose it and should not participate in the decision-making process. A director who has a continuing material conflict of interest should seriously consider resigning from his position.

A conflict of interest shall be considered material if the director’s personal or business interest is antagonistic to that of the corporation, pr stands to acquire or gain financial advantage a the expense of the corporation. (Item #2,D,3. Manual on Corporate Governance as Revised June 2010)

Each employee has a responsibility to the Company to avoid situations where a conflict of interest might occur. Employees are required to disclose to the Company any interest or benefits they have that may conflict with the business or interests of the Company.
Employees are expected to devote their full attention to the business interests of the Company. They are prohibited from engaging in any activity that interferes with the performance of their responsibilities to the Company or is otherwise in conflict with or prejudicial to the Company.

Employees are prohibited from accepting simultaneous employment with another company, or with a supplier, customer, or competitor, and from taking part in any activity that enhances or supports a competitor’s position.

As a general rule, employees should also avoid conducting Company business with related parties. Willful withholding of information regarding a prohibited relationship may be subject to corrective action.

The Company strictly adheres to the policy on insider trading enshrined under Section 27 of the Securities Regulation Code. An employee of the Company, who is considered an “insider” for having an access to material information about the Company or the security that is not generally available to the public, may not be involved in any of the following activities:

1. Selling or buying a security of the Company while in possession of material information with respect to the Company or the security that is not generally available to the public, unless it falls under any of the exceptions provided under Section 27.1 of the Securities Regulation Code.

2. Communicating material nonpublic information about the Company or the security to any person, who by virtue of the communication, gives the person access to material information about the Company or the security that is not generally available to the public, where the employee communicating the information knows or has reason to believe that such person will likely buy or sell a security of the Company while in possession of such information

3. Selling or buying a security of the Company, that are sought or to be sought by a tender offer that has commenced or about to commence, if he knows or has reason to believe that the information is nonpublic and has been acquired directly or indirectly from the tender offeror

4. Communicating material nonpublic information relating to a tender offer to any person where such communication is likely to result in a violation of No. 3.

This policy with respect to material Related Party Transactions of Golden Bria Holdings, Inc. (the “Company”) is intended to ensure that related party transactions (“RPTs”) are conducted in a manner that will protect the Company and all its stakeholders from conflict of interest which may arise from such transactions, that the RPTs are entered into at arms-length or at terms at least comparable to those available to unrelated third parties, and that these transactions shall be disclosed, reviewed, and approved in accordance with this Policy and consistent with the principles of transparency and fairness.