Manual on Corporate Governance

The Company adopted the Manual to ensure its compliance with the leading practices on good corporate governance and related Philippine SEC rules and regulations. The Manual was approved and adopted by the Board on [●] and made effective from [●].

The Manual features the following provisions:

  • Protection of investors. The Manual provides for shareholders’ rights and protection, investor relations, dividend policy and a disclosure system to ensure transparency and accountability.
  • Board of directors and management. The detailed qualifications and disqualifications, duties, functions and responsibilities of the Board and executive officers are also enumerated in the Manual.
  • Checks and balances. The Manual contains the vision, strategic objectives, key policies, procedures for the management of the Company, and mechanisms for monitoring and evaluating management’s performance.
  • Compliance with the Manual. The appointment of a Compliance Officer to monitor compliance with and violations of the Manual is also provided.
  • Creation of committees. The Manual mandates the creation of the Executive Committee, the Audit and Risk Committee, and the Compensation and Remuneration Committee to ensure the performance of certain important functions of the Board and management.

A copy of the Manual containing the foregoing provisions was submitted to the Philippine SEC together with the registration statement filed with respect to the Offer Shares.

Committees of the Board

Pursuant to the Manual, the Board has created each of the following committees. Each member of the respective committees named below will immediately assume office upon approval by the Philippine SEC of the Company’s application to register the Offer Shares and will serve until a successor shall have been elected and appointed.

Executive Committee

The Executive Committee shall, according to the authority granted by the Board or during the absence of the Board, act on specific matters within the competence of the Board as may from time to time be delegated to the Executive Committee under the Company’s By-Laws, except with respect to: 1) approval of any action for which shareholders’ approval is also required; 2) the filling of vacancies on the Board or the Executive Committee; 3) the amendment or repeal of By-Laws or the adoption of new By-laws; 4) the amendment or repeal of any resolution of the Board of Directors that cannot be amended or repealed based on the terms of the resolution; 5) the distribution of cash dividends; and 6) the exercise of powers delegated by the Board exclusively to other committees, if any.

Audit and Risk Committee

The Audit and Risk Committee is responsible for assisting the Board in its fiduciary responsibilities by providing an independent and objective assurance to its management and shareholders of the continuous improvement of its risk management systems, business operations and the proper safeguarding and use of its resources and assets. The Audit and Risk Committee provides a general evaluation of and assistance in the overall improvement of its risk management, control and governance processes. The Audit and Risk Committee shall have functions and powers prescribed by the Board and in accordance with applicable laws and regulations, including, among others, assisting the Board in the performance of its oversight responsibility for the financial reporting process, system of internal control, audit process and monitoring of compliance with laws, rules and regulations, oversight over the external auditors, the nature, scope and expenses of the audit, and evaluation and determination of any non-audit work and review of the non-audit fees paid to the external auditors.

The Audit and Risk Committee shall also be responsible for promulgating a charter which shall set out its purposes, membership, structure, operations, reporting process, resources and other relevant information in accordance with SEC Memorandum Circular No. 4 (2012). The charter shall be submitted to the Board for approval in accordance with the Company’s Manual and implemented upon the listing of the Offer Shares. The Audit and Risk Committee must comprise of at least three members, including at least one independent director. The chairman of the audit and risk committee must be an independent director. The Audit and Risk Committee reports to the Board.

The appointments of the members of the Audit and Risk Committee will take effect immediately upon the issuance by the SEC of the Permit to Sell the Offer Shares of the Company, without any further action required.

Compensation and Remuneration Committee

The Company’s Compensation and Remuneration Committee is responsible for objectively recommending a formal and transparent framework of remuneration and evaluation for the members of the Board and the key executives to enable them to run the Company successfully. The Compensation and Remuneration Committee must comprise at least three members, including one Independent Director. The Compensation and Remuneration Committee reports to the Board.

The appointments of the members of the Compensation and Remuneration Committee will take effect immediately upon the issuance by the SEC of the Permit to Sell the Offer Shares of the Company, without any further action required.

Nomination and Election Committee

The Company’s Nomination and Election Committee is responsible for providing the Company’s shareholders with an independent and objective evaluation and assurance that the members of the Board are competent and will foster long-term success and competitiveness. The Nomination and Election Committee must comprise at least three members, including one independent director. The nomination and election committee reports directly to the Board.

The appointments of the members of the Nomination and Election Committee will take effect immediately upon the issuance by the SEC of the Permit to Sell the Offer Shares of the Company, without any further action required.