CODE OF CORPORATE GOVERNANCE Principle 6: The best measure of the Board's

FOR PUBLICLY-LISTED COMPANIES effectiveness is through an assessment

process. The Board should regularly carry out
THE BOARD'S GOVERNANCE evaluations to appraise its performance as a
RESPONSIBILITIES body, and assess whether it possesses the
right mix of backgrounds and competencies.
Principle 1: The company should be headed
by a competent, working board to foster the Principle 7: Members of the Board are
long-term success of the corporation, and to duty-bound to apply high ethical standards,
sustain its competitiveness and profitability in taking into account the interests of all
a manner consistent with its corporate stakeholders.
objectives and the long-term best interests of
its shareholders and other stakeholders, DISCLOSURE AND TRANSPARENCY

Principle 2: The fiduciary roles, Principle 8: The company should establish

responsibilities and accountabilities of the corporate disclosure policies and procedures
Board as provided under the law, the that are practical and in accordance with best
company's articles and by-laws, and other practices and regulatory expectations.
legal pronouncements and guidelines should
be clearly made known to all directors as well Principle 9: The company should establish
as to stockholders and other stakeholders. standards for the appropriate selection of an
external. auditor, and exercise effective
Principle 3: Board committees should be set oversight of the same to strengthen the
up to the extent possible to support the external auditor's independence and enhance
effective performance of the Board's audit quality.
functions, particularly with respect to audit,
risk management, related party transactions, Principle10: The company should ensure
and other key corporate governance that material and reportable non-financial and
concerns, such as nomination and sustainability issues are disclosed.
remuneration. The composition, functions and
responsibilities of all committees established Principle 11: The company should maintain a
should be contained in a publicly available comprehensive and cost- efficient
Committee Charter. communication channel for disseminating
relevant information. This channel is crucial
Principle 4: To show full commitment to the for informed decision-making by investors,
company, the directors should devote the stakeholders and other Interested users.
time and attention necessary to properly and
effectively perform their duties and INTERNAL CONTROL SYSTEM AND RISK
responsibilities, including sufficient time to be MANAGEMENT FRAMEWORK
familiar with the corporation's business.
Principle 12: To ensure the integrity,
Principle 5: The Board should endeavor to transparency and proper governance in the
exercise objective and independent judgment conduct of its affairs, the company should
on all corporate affairs. have a strong and effective internal control
system and enterprise risk management
framework.
CULTIVATING A SYNERGIC customer satisfaction with shareholder value -
RELATIONSHIP WITH SHAREHOLDERS to the benefit of all stakeholders and society.

Principle 13: The company should treat all Its purpose is to maximize the organization's
shareholders fairly and equitably, and also long-term success, creating sustainable value
recognize, protect and facilitate the exercise for its shareholders, stakeholders and the
of their rights. nation.

DUTIES TO STAKEHOLDERS Board of Directors - the governing body

elected by the stockholders that exercises the
Principle 14: The rights of stakeholders corporate powers of a corporation, conducts
established by law, by contractual relations all its business and controls its properties.
and through voluntary commitments must be
respected. Where stakeholders' rights and/or Management - a group of executives given
interests are at stake, stakeholders should the authority by the Board of Directors to
have the opportunity to obtain prompt implement the policies it has laid down in the
effective redress for the violation of their conduct of the business of the corporation.
rights.
Independent director - a person who is
Principle 15: A mechanism for employee independent of management and the
participation should be developed to create a controlling shareholder, and is free from any
symbiotic environment, realize the company's business or other relationship which could, or
goals and participate in its corporate could reasonably be perceived to, materially
governance processes. interfere with his exercise of independent
judgment in carrying out his responsibilities
Principle 16: The company should be as a director.
socially responsible in all its dealings with the
communities where it operates. It should Executive director - a director who has
ensure that its interactions serve its executive responsibility of day-to-day
environment and stakeholders in a positive operations of a part or the whole of the
and progressive manner that is fully organization.
supportive of its comprehensive and
balanced development. Non-executive director - a director who has
no executive responsibility and does not
Definition of Terms: perform any work related to the operations of
the corporation.
Corporate Governance - the system of
stewardship and control to guide Conglomerate - a group of corporations that
organizations in fulfilling their long-term has diversified business activities in varied
economic, moral, legal and social obligations industries, whereby the operations of such
towards their stakeholders. businesses are controlled and managed by a
parent corporate entity.
Corporate governance is a system of
direction, feedback and control using Internal control - a process designed and
regulations, performance standards and effected by the board of directors, senior
ethical guidelines to hold the Board and management, and all levels of personnel to
senior management accountable for ensuring provide reasonable assurance on the
ethical behavior - reconciling long-term achievement of objectives through efficient
and effective operations; reliable, complete This includes, among others, customers,
and timely financial and management creditors, employees, suppliers, investors, as
information; and compliance with applicable well as the government and community in
laws, regulations, and the organization's which it operates.
policies and procedures.

Enterprise Risk Management - a process,

effected by an entity's Board of Directors,
management and other personnel, applied in
strategy setting and across the enterprise that
is designed to identify potential events that
may affect the entity, manage risks to be
within its risk appetite, and provide
reasonable assurance regarding the
achievement of entity objectives?

Related Party - shall cover the company's

subsidiaries, as well as affiliates and any
party (including their subsidiaries, affiliates
and special purpose entities), that the
company exerts direct or indirect control over
or that exerts direct or indirect control over
the company; the company's directors;
officers; shareholders and related interests
(DOSRI), and their close family members, as
well as corresponding persons in affiliated
companies. This shall also include such other
person or juridical entity whose interest may
pose a potential conflict with the interest of
the company.

Related Party Transactions - a transfer of

resources, services or obligations between a
reporting entity and a related party,
regardless of whether a price is charged. It
should be interpreted broadly to include not
only transactions that are entered into with
related parties, but also outstanding
transactions that are entered into with an
unrelated party that subsequently becomes a
related party.

Stakeholders - any individual, organization

or society at large who can either affect
and/or be affected by the company's
strategies, policies, business decisions and
operations, in general.