MC No. 5 s.2013 - RE : Annual Corporate Governance Report

Republic of the Philippines SECURITIES AND EXCHANGE COMMISSION SEC Building, EDSA, Greenhills, Mandaluyong City, Metro Manila CORPORATION FINANCE DEPARTMENT SEC MEMORANDUM CIRCULAR NO. _5_ Series of 2013 TO LISTED COMPANIES SUBJECT ANNUAL CORPORATE GOVERNANCE REPORT The Commission, pursuant to its regulatory and supervisory power under Section 5 of the Securities Regulation Code, mandates all listed companies to submit an Annual Corporate Governance Report subject to the following Guidelines: I. Three copies of a fully accomplished ACGR shall be submitted on May 30, 2013 and every five (5) years thereafter; II. On the second (2nd) to fourth (4th) year from the effectivity of this Circular, only changes or updates shall be required to be indicated; III. A basic penalty of P20,000.00 shall be imposed for the late filing of the Report. Continuous failure of the company to comply shall subject it to a monthly penalty of P2,000.00 shall be imposed until the said report is filed; IV. The submission of following Certifications shall be discontinued: 1) Certifications of Attendance of Directors in Board meetings; and 2) Certification of Compliance with the Manual of Corporate Governance. V. The Corporate Governance section in the Annual Report (SEC Form 17-A) shall be deleted. This Circular shall take effect fifteen (15) days from publication in a newspaper of general circulation in the Philippines. Signed this 20 t h day of March 2013, Mandaluyong City, Philippines. For the Commission: ;:?e ,(?~ TERESITA J. HERBOSA Chairperson

SECURITIES AND EXCHANGE COMMISSION SEC FORM - ACGR ANNUAL CORPORATE GOVERNANCE REPORT GENERAL INSTRUCTIONS (A) Use of Form ACGR This SECForm shall be used to meet the requirements of the Revised Code of Corporate Governance. (B) Preparation of Report These general instructions are not to be filed with the report. The instructions to the various captions of the form shall not be omitted from the report as filed. The report shall contain the numbers and captions of all items. If any item is inapplicable or the answer thereto is in the negative, an appropriate statement to that effect shall be made. Provide an explanation on why the item does not apply to the company or on how the company's practice differs from the Code. (C) Signature and Filing of the Report A. Three (3) complete set of the report shall be filed with the Main Office of the Commission. B. At least one complete copy of the report filed with the Commission shall be manually signed. C. All reports shall comply with the full disclosure requirements of the Securities Regulation Code. D. This report is required to be filed annually together with the company's annual report. (D) Filing an Amendment Any material change in the facts set forth in the report occurring within the year shall be reported through SEC Form 17-C. The cover page for the SECForm 17-C shall indicate "Amendment to the ACGR". 1

SECURITIES AND EXCHANGE COMMISSION SEC FORM - ACGR ANNUAL CORPORATE GOVERNANCE REPORT 1. Report is Filed for the Year . 2. Exact Name of Registrant as Specified in its Charter . Postal Code 3. .. . (SECUse Only) Address of Principal Office 4. SECIdentification Number 5. 6. BIRTax Identification Number . 7 . Issuer's Telephone number, including area code 8 . Former name or former address, if changed from the last report 2

TABLE OF CONTENTS A. BOARD MATIERS 5 1) BOARD OF DIRECTORS (a) Composition of the Board .5 (b) Directorship in Other Companies 5 (c) Shareholding in the Company 6 2) CHAI RMAN AN D CEO 6 3) OTHER EXECUTIVE, NON-EXECUTIVE AND INDEPENDENT DIRECTORS 7 4) CHANGES IN THE BOARD OF DIRECTORS 7 5) ORIENTATION AND EDUCATION PROGRAM 8 B. CODE OF BUSINESS CONDUCT & ETHiCS............................................................................................................� 8 1) POL1CEI S 8 2) DISSEM INATION OF CODE 9 3) COM PLiANCE WITH CODE 9 4 ) RELATED PARTY TRANSACTIONS 9 (a) Policies and Procedures 9 (b) Conflict of Interest 9 5) FAMILY, COMMERCIAL AND CONTRACTUAL RELATIONS 10 6) ALTERNATIVE DISPUTE RESOLUTION 10 C. BOARD MEETINGS & ATIENDANCE 10 1) SCHEDULE OF M EETINGS 10 2) DETAILS OF ADENDANCE OF DIRECTORS 10 3) SEPARATE MEETING OF NON-EXECUTIVE DIRECTORS 11 4) ACCESSTO INFORMATION 11 5) EXTERNAL ADVICE 11 6) CHANGES IN EXISTING POLICiES 11 D. REMU N ERATION MATTERS ..�.�.������..��..���..�...........�..�.������..���.��..��..���...������...���.���..�..�...���.�...�..�..���.�����.��..�1..2..�� 1) REM UN ERATION PROCESS 12 2) REMUNERATION POLICY AND STRUCTURE FOR DIRECTORS 12 3) AGGREGATE REM UNERATION 12 4) STOCK RIGHTS, OPTIONS AND WARRANTS 13 5) REM UN ERATION 0 F MANAGEM ENT.. 14 E. BOARD COMMITIEES ...��.........����������.........���............����.....�..�����................������......�..�...�..��..�......�....�.��.�...�...���1�4 1) NUMBER OF MEMBERS, FUNCTIONS AND RESPONSIBILITIES 14 2) COM M IDEE M EMBERS 14 3) CHANGES IN COMMIDEE MEMBERS 16 4) WORK DONE AND ISSUESADDRESSED 16 5) COMMIDEE PROGRAM 16 F. RISK MANAG EM ENT SYSTEM ...�..��.���..�...��.��.���..�.��......���...��..��..����..��..���.��..�....����������.....�����..��.�...��.�.����.��1..6���� 1) STATEMENT ON EFFECTIVENESSOF RISK MANAGEMENT SYSTEM 16 2) RISK POLiCy 17 3} CONTROL SYSTEM 17 G. INTERNAL AUDIT AND CONTROl. ��.��..�.��..�.........���...����...�...���..��....��..�������..����..�������...������...�����.�.�������.��.�1�.8..��. 1) STATEMENT ON EFFECTIVENESSOF INTERNAL CONTROL SYSTEM 18 2) INTERNAL AUDIT (a) Role, Scope and Internal Audit Function 18 3

(b) Appointme nt/Remova I of Internal Aud itor 18 (c) Reporting Relationship with the Audit Committee 18 (d) Resignation, Re-assign me nt a nd Reasons 19 (e) Progress against Plans, Issues, Findings and Exam ination T re nd s 19 (f) Audit Control Policies and Procedures l9 (g) Mechanisms and Safeguards ....................................................................�........................... 19 H. RIG HTS OF STOCKHOLDERS ���......���..������.���......���...��......�.��.........���.....�...��...�......��...�...������..�..�......�����.���...�.���. 20 1) RIGHTTO PARTICIPATE EFFECTIVELY IN STOCKHOLDERS' MEETINGS 20 2) TREATMENT OF MINORITY STOCKHOLDERS 22 I. INVESTO RS RELATIO NS PROG RAM �..���..�.��.�����...���������������...�������.....�.����...�����������.��..����....�����.���..���.��.�..�..2.�2��� J � CORPORATE SOCIAL RESPONSIBI L1TYIN ITIA TIVES �������..����.��������..�.���.�������..�������.��������.���.�����������.�..�...��.2..2�... K. BOARD, DIRECTOR, COMMITIEE AND CEO APPRAISAL. ..�.��...��.��..��.��.�����������.�����.��.����.��.���.�.�.����.�.�.������2�.3�. L. INTERNAL BREACH ES AN D SAN CTIONS ......��.��....���...�.��..�.�..����...�.....������...�.....�..���...���..�...�..�.�............�..������� 23 4

A. BOARD MA TIERS 1) Board of Directors ~ Numoerof DireCtors'per;Artidesoflncorporation II e II Actualnumoel'OfrDjreCtors for4'tff year "II (a) Composition of the Board Complete the table with information on the Board of Directors: NominatorJn . Elected No. of the .last ele&ion ."when years (Annual. served (if ID,sta~e. the .�..... relationship with ';iliWSJII!Cj~1 as the no~inator) director . Mf;etlng) .. (b) Provide a brief summary of the corporate governance policy that the board of directors has adopted. Please emphasis the policy/ies relative to the treatment of all shareholders, respect for the rights of minority shareholders and of other stakeholders, disclosure duties, and board responsibilities. (c) How often does the Board review and approve the vision and mission? (d) Directorship in Other Companies (i) Directorship in the Company's Group2 Identify, as and if applicable, the members of the company's Board of Directors who hold the office of director in other companies within its Group: I Reckoned from the election immediately following January 2,2012. 2The Group is composed of the parent, subsidiaries, associates and joint ventures of the company. 5

(ii) Directorship in Other Listed Companies Identify, as and if applicable, the members of the company's Board of Directors who are also directors of publicly-listed companies outside of its Group: Director's Name Name of Listed Company Type of Directorship (Executive, Non-Executive, Independent). Indicate if director is also the Chairman. (iii) Relationship within the Company and its Group Provide details, as and if applicable, of any relation among the members of the Board of Directors, which links them to significant shareholders in the company and/or in its group: Dlrector's.Name ... (iv) Has the company set a limit on the number of board seats in other companies (publicly listed, ordinary and companies with secondary license) that an individual director or CEO may hold simultaneously? In particular, is the limit of five board seats in other publicly listed companies imposed and observed? If yes, briefly describe other guidelines: Executive Director Non-Executive Director CEO (c) Shareholding in the Company Complete the following table on the members of the company's Board of Directors who directly and indirectly own shares in the company: Name of Director Number of Direct shares Number of %of capital Indirect shares I Through Stock (name of record owner) TOTAL 2) Chairman and CEO (a) Do different persons assume the role of Chairman of the Board of Directors and CEO? If no, describe the checks and balances laid down to ensure that the Board gets the benefit of independent views. Yes c=J No c=J 6

Identify the Chair and CEO: <::hairm~llo{the~;p~rd; CEO/President (b) Roles, Accountabilities and Deliverables Define and clarify the roles, accountabilities and deliverables of the Chairman and CEO. .... .. Chairman Chief Executive. Officer I Role I Accountabilities Deliverables 3) Explain how the board of directors plan for the succession of the CEO/Managing Director/President and the top key management positions? 4) Other Executive, Non-Executive and Independent Directors Does the company have a policy of ensuring diversity of experience and background of directors in the board? Please explain. Does it ensure that at least one non-executive director has an experience in the sector or industry the company belongs to? Please explain. Define and clarify the roles, accountabilities and deliverables of the Executive, Non-Executive and Independent Directors: ExeclJtive .... Non-Executive . l~de~l1d~fit Dit~etor Role Accountabilities I Deliverables I Provide the company's definition of "independence" and describe the company's compliance to the definition. Does the company have a term limit of five consecutive years for independent directors? If after two years, the company wishes to bring back an independent director who had served for five years, does it limit the term for no more than four additional years? Please explain. 5) Changes in the Board of Directors (Executive, Non-Executive and Independent Directors) (a) Resignation/Death/Removal Indicate any changes in the composition of the Board of Directors that happened during the period: Name Date of Cessation 7

(b) Selection/Appointment, Re-election, Disqualification, Removal, Reinstatement and Suspension Describe the procedures for the selection/appointment, re-election, disqualification, removal, reinstatement and suspension of the members of the Board of Directors. Provide details of the processes adopted (including the frequency of election) and the criteria employed in each procedure: :xn:,hr .,-,:::::::;:Y-:-',' iliii0ii,~t~~~~l!!~ a...~eledibnixPp~i~tl1i~~!f~JL' (i) Executive Directors (ii) Non-Executive Directors (iii) Independent Directors b. Re.appbintment (i) Executive Directors (ii) Non-Executive Directors I (iii) Independent Directors c.Perman~.~~tDi~~.ualifi(;8'ti96 I (i) Executive Directors (ii) Non-Executive Directors (iii) Independent Directors d. TemporarY.Disquali~~tion (i) Executive Directors (ii) Non-Executive Directors (iii) Independent Directors e~.Removal (i) Executive Directors (ii) Non-Executive Directors Votes. Receivec (iii) Independent Directors Voting Result of the last Annual General Meeting Name of Director 6) Orientation and Education Program (a) Disclose details of the company's orientation program for new directors, if any. 8

(b) State any in-house training and external courses attended by Directors and Senior Managemene for the past three (3) years: (c) Continuing education programs for directors: programs and seminars and roundtables attended during the year. N~~~;~f Date of Training)' Director/()fficer ,\rt~~'f B. CODE OF BUSINESS CONDUCT & ETHICS 1) Discuss briefly the company's policies on the following business conduct or ethics affecting directors, senior management and employees: Business Conduct;& "Ethi6 (a) Conflict of Interest (b) Conduct of Business and Fair Dealings (c) Receipt of gifts from third parties (d) Compliance with Laws & Regulations (e) Respect for Trade Secrets/Use of Non- public Information (f) Use of Company Funds, Assets and Information (g) Employment & Labor Laws & Policies (h) Disciplinary action (i) Whistle Blower (j) Conflict Resolution 2) Has the code of ethics or conduct been disseminated to all directors, senior management and employees? 3) Discuss how the company implements and monitors compliance with the code of ethics or conduct. 4) Related Party Transactions (a) Policies and Procedures Describe the company's policies and procedures for the review, approval or ratification, monitoring and recording of related party transactions between and among the company and its parent, joint ventures, subsidiaries, associates, affiliates, substantial stockholders, officers and directors, including their spouses, children and dependent siblings and parents and of interlocking director relationships of members of the 3 Senior Management refers to the CEO and other persons having authority and responsibility for planning, directing and controlling the activities of the company. 9

Board. _:-,:~I,:,_:",_,,, ,,,,,,,_,':,j!11l< Policies and (1) Parent Company I (2) Joint Ventures I (3) Subsidiaries I (4) Entities Under Common Control (5) Substantial Stockholders (6) Officers including spouse/ ch iIdren/ siblings/pa rents (7) Directors including s ouse/children/siblings/parents (8) Interlocking director relationship of Board of Directors (b) Conflict of Interest (i) Directors/Officers and 5% or more Shareholders Identify any actual or probable conflict of interest to which directors/officers/5% or more shareholders may be involved. Name of Director/s Name of Officer/s Name of Significant Shareholders (ii) Mechanism Describe the mechanism laid down to detect, determine and resolve any possible conflict of interest between the company and/or its group and their directors, officers and significant shareholders. I Com pany 1/ '.' ...DirectorS/QfficersISignific:lJntShareliolders]~,,'j;; ~))c::dil]Ii1::,:1 I G rou p I 5) Family, Commercial and Contractual Relations (a) Indicate, if applicable, any relation of a family,4 commercial, contractual or business nature that exists between the holders of significant equity (5% or more), to the extent that they are known to the company: Names of Related Significant Shareholders 4 Family relationship up to the fourth civil degree either by consanguinity or affinity. 10

(b) Indicate, if applicable, any relation of a commercial, contractual or business nature that exists between the holders of significant equity (5% or more) and the company: "I'Nam'~~,?f~~lated signifl~ndhareholder~ (c) Indicate any shareholder agreements that may impact on the control, ownership and strategic direction of the company: capital.St~~~lij~~~ (Parties};"; . 6) Alternative Dispute Resolution Describe the alternative dispute resolution system adopted by the company for the last three (3) years in amicably settling conflicts or differences between the corporation and its stockholders, and the corporation and third parties, including regulatory authorities. Alternative [)isPlJte.Resoilftion"lSvsteiYl'I,t Corporation & Stockholders Corporation & Third Parties Corporation & Regulatory Authorities C. BOARD MEETINGS & ATTENDANCE 1) Are Board of Directors' meetings scheduled before or at the beginning of the year? 2) Attendance of Directors Chairman Member Member Member Member Member Member Independent Independent 3) Do non-executive directors have a separate meeting during the year without the presence of any executive? If yes, how many times? 4) Is the minimum quorum requirement for Board decisions set at two-thirds of board members? Please explain. 5) Access to Information 11

(a) How many days in advance are board paperss for board of directors meetings provided to the board? (b) Do board members have independent access to Management and the Corporate Secretary? (c) State the policy of the role of the company secretary. Does such role include assisting the Chairman in preparing the board agenda, facilitating training of directors, keeping directors updated regarding any relevant statutory and regulatory changes, etc? (d) Is the company secretary trained in legal, accountancy or company secretarial practices? Please explain should the answer be in the negative. (e) Committee Procedures Disclose whether there is a procedure that Directors can avail of to enable them to get information necessary to be able to prepare in advance for the meetings of different committees: Yes [:=J No c=J S;;K,,;C6fumlttee !U!1:'~' '.--- :".,< Executive Audit Nomination Remuneration Others (specify) 6) External Advice Indicate whether or not a procedure exists whereby directors can receive external advice and, if so, provide details: Procedures 7) Change/s in existing policies Indicate, if applicable, any change/s introduced by the Board of Directors (during its most recent term) on existing policies that may have an effect on the business of the company and the reason/s for the change: Existing Pbllci~s D. REMUNERATION MATTERS 1) Remuneration Process 5 Board papers consist of complete and adequate information about the matters to be taken in the board meeting. Information includes the background or explanation on matters brought before the Board, disclosures, budgets, forecasts and internal financial documents. 12

Disclose the process used for determining the remuneration of the CEOand the four (4) most highly compensated management officers: (1) Fixed remuneration (2) Variable remuneration (3) Per diem allowance (4) Bonus (5) Stock Options and other financial instruments (6) Others (specify) 2) Remuneration Policy and Structure for Executive and Non-Executive Directors Disclose the company's policy on remuneration and the structure of its compensation package. Explain how the compensation of Executive and Non-Executive Directors is calculated. Executive Directors Non-Executive Directors Do stockholders have the opportunity to approve the decision on total remuneration (fees, allowances, benefits- in-kind and other emoluments) of board of directors? Provide details for the last three (3) years. , .....Date of Stockholders' A 3) Aggregate Remuneration Complete the following table on the aggregate remuneration accrued during the most recent year: . < .. ' .. Non~~ecu~ive[.)ire.ctl:)rs .3,rlnd~p~~dent -'> Executive Remuneration Item 1::,.< "Di,r.e,,'ctors': (other.thart indepe~~e~t' '''<Y'Dir~ctt;rs . directors)::,' ,:"" '._'-:~;~fdZ:>-:~7Ji~>+:" (a) Fixed Remuneration (b) Variable Remuneration (c) Per diem Allowance (d) Bonuses (e) Stock Options and/or other financial 13

instruments (f) Others (Specify) 1) Advances 2) Credit granted 3) Pension Plan/s Contributions (d) Pension Plans, Obligations incurred (e) Life Insurance Premium (f) Hospitalization Plan (g) Car Plan (h) Others (Specify) 4) Stock Rights, Options and Warrants (a) Board of Directors Complete the following table, on the members of the company's Board of Directors who own or are entitled to stock rights, options or warrants over the company's shares: NinriberofDil"ect .,.Number ,OPti;~;Ri~ht~1 ':~: in~ii~t Option/Rig '0 Warrants Warrants' (b) Amendments of Incentive Programs Indicate any amendments and discontinuation of any incentive programs introduced, including the criteria used in the creation of the program. Disclose whether these are subject to approval during the Annual Stockholders' Meeting: 14

5) Remuneration of Management Identify the five (5) members of management who are not at the same time executive directors and indicate the total remuneration received during the financial year: .....i" : ',' Total Remuneration . Name of Officer/Position . '. E. BOARD COMMITTEES 1) Number of Members, Functions and Responsibilities Provide details on the number of members of each committee, its functions, key responsibilities and the power/authority delegated to it by the Board: No. of Members ,.�.. .. .. ., .t. . .... . Non- .' (:1'( .' Committee executlv Executlv 'Independe Committee' """',' ( .,Key Executive e e nt Difector Director (ID) ,., {.; .... Cha1er :lResponsibiliti Power Olrector .................. ':. .. (ED) (NEO) < ~qi'':~;f""'ie~ .:J.;: .', Audit Nomination Remunerati on Others (specify) 2) Committee Members ..' No. of No. of Length of (a) Executive Committee Meetings Meetings Name Date of Attended % Service in Office Appointment, Held the I Chairman .. Committee I II Member (ED) Member (NED) Member (lD) Member 15

(b) Audit Committee Length of Serviceln Chairman Member (ED) ,"the Member (NED) Committee Member (10) Member Length of Disclose the profile or qualifications of the Audit Committee members. Service in Describe the Audit Committee's responsibility relative to the external auditor. (c) Nomination Committee the 'Committee Member (ED) Length of I Member (NED) Service in I Member (10) """"th"e ",ColTlritittee I Member (d) Remuneration Committee Chairman Member (ED) Member (NED) Member (10) Member (e) Others (Specify) Length of Provide the same information on all other committees constituted by the Board of Directors: Service in I Chairman the ,"""Committee Member (ED) Member (NED) ember (10) Member 16

3) Changes in Committee Members Indicate any changes in committee membership that occurred during the year and the reason for the changes: Name �o.fComffilttee Executive Audit Nomination Remuneration Others (specify) 4) Work Done and Issues Addressed Describe the work done by each committee and the significant issues addressed during the year. Name of Committee Work Done >'11,' Executive Audit Nomination Remuneration Others (specify) 5) Committee Program Provide a list of programs that each committee plans to undertake to address relevant issues in the improvement or enforcement of effective governance for the coming year. . ii Name of Committee. .... Planned P~ograms y>' ... . >i~su~sto.be Aiiiiressed ...�..... ....... u:ih:c:'. c,,-:/':_'I." - -, Executive Audit Nomination Remuneration Others (specify) F. RISK MANAGEMENT SYSTEM 1) Disclose the following: (a) Overall risk management philosophy of the company; (b) A statement that the directors have reviewed the effectiveness of the risk management system and commenting on the adequacy thereof; (c) Period covered by the review; (d) How often the risk management system is reviewed and the directors' criteria for assessing its effectiveness; and (e) Where no review was conducted during the year, an explanation why not. 2) Risk Policy (a) Company Give a general description of the company's risk management policy, setting out and assessing the risk/s covered by the system (ranked according to priority), along with the objective behind the policy for each kind of risk: 17

...Risl(:Exposure ..S' :... Risk Mariagement PolitY .: \: . OO1e~1Ve:~'II:.sI.I.::....fs.... I I I I I I (b) Group Give a general description of the Group's risk management policy, setting out and assessing the risk/s covered by the system (ranked according to priority), along with the objective behind the policy for each kind of risk: Risk Exposure Risk.I..Managell1ent~plitYl ............�.......:::�. .... Objective I> .....: (c) Minority Shareholders Indicate the principal risk of the exercise of controlling shareholders' voting power. Risl( toMinoritYShareholders 3) Control System Set Up (a) Company Briefly describe the control systems set up to assess, manage and control the main issue/s faced by the company: RisIcExp:iWsur.e.. Risk ~sess:ment:s:i . (Monitoring and MeaSurementProcess) (b) Group Briefly describe the control systems set up to assess, manage and control the main issue/s faced by the company: Ri~~.AssE!ssmE!fltil"I.,./..�.. (Monitoring andMeasu~~ment~r~;~) 18

(c) Committee Identify the committee or any other body of corporate governance in charge of laying down and supervising these control mechanisms, and give details of its functions: ,,1:"'-'::: "c:'lt", '/2': '.. ':.'.'>':-:-,---' ..-.".-:-'.::-:---:->':\' , Comm~eel'l"it Control Mechanism ../Det~!fsof its~~neti~ns G. I_NTERNAl AUDIT AND CONTROL 1) Internal Control System Disclose the following information pertaining to the internal control system of the company: (a) Explain how the internal control system is defined for the company; (b) A statement that the directors have reviewed the effectiveness of the internal control system and whether they consider them effective and adequate; (c) Period covered by the review; (d) How often internal controls are reviewed and the directors' criteria for assessing the effectiveness of the internal control system; and (e) Where no review was conducted during the year, an explanation why not. 2) Internal Audit (a) Role, Scope and Internal Audit Function Give a general description of the role, scope of internal audit work and other details of the internal audit function. ffindkate".hether ~~m~'C)f.~.~ief'.r' I~~hoij$~oi~' 'i~ Reporting '" - .'~�:-:: : ',';.:? . ./,i.' 1"~C!rnar';::::'.i~i OutsolJrce; Auditot/Auditin~ process Firm.... ..~ Internal Audit :\: ' FU"!eti~1! (b) Do the appointment and/or removal of the Internal Auditor or the accounting /auditing firm or corporation to which the internal audit function is outsourced require the approval of the audit committee? (c) Discuss the internal auditor's reporting relationship with the audit committee. Does the internal auditor have direct and unfettered access to the board of directors and the audit committee and to all records, properties and personnel? (d) Resignation, Re-assignment and Reasons Disclose any resignation/s or re-assignment of the internal audit staff (including those employed by the third- party auditing firm) and the reason/s for them. Name of Audit Staf 19

(e) Progress against Plans, Issues, Findings and Examination Trends State the internal audit's progress against plans, significant issues, significant findings and examination trends. Progress Against Plans .. Issues6 .......�....�......... Findings7i i Examination Trends [The relationship among progress, plans, issues and findings should be viewed as an internal control review cycle which involves the following step-by-step activities: 1) Preparation of an audit plan inclusive of a timeline and milestones; 2) Conduct of examination based on the plan; 3) Evaluation of the progress in the implementation of the plan; 4) Documentation of issues and findings as a result of the examination; 5) Determination of the pervasive issues and findings ("examination trends") based on single year result and/or year-to-year results; 6) Conduct of the foregoing procedures on a regular basis.) (f) Audit Control Policies and Procedures Disclose all internal audit controls, policies and procedures that have been established by the company and the result of an assessment as to whether the established controls, policies and procedures have been implemented under the column "Implementation." Policies & Procedures Ime!em~ntation (g) Mechanism and Safeguards State the mechanism established by the company to safeguard the independence of the auditors, financial analysts, investment banks and rating agencies (example, restrictions on trading in the company's shares and imposition of internal approval procedures for these transactions, limitation on the non-audit services that an external auditor may provide to the company): Auditors .. ...�. . .... (Internal and External) Finilncial Analysts Investment Banks .... R~ting Age.ncies .. (h) State the officers (preferably the Chairman and the CEO) who will have to attest to the company's full compliance with the SECCode of Corporate Governance. Such confirmation must state that all directors, officers and employees of the company have been given proper instruction on their respective duties as mandated by the Code and that internal mechanisms are in place to ensure that compliance. 6 "Issues" are compliance matters that arise from adopting different interpretations. 7 "Findings" are those with concrete basis under the company's policies and rules. 20

H. ROLE OF STAKEHOLDERS 1) Disclose the company's policy and activities relative to the following: Policy Activities Customers' welfare Supplier/contractor selection practice Environmentally friendly value- chain Community interaction Anti-corruption programmes and procedures? Safeguarding creditors' rights 2) Does the company have a separate corporate responsibility (CR) report/section or sustainability report/section? 3) Performance-enhancing mechanisms for employee participation. (a) What are the company's policy for its employees' safety, health, and welfare? (b) Show data relating to health, safety and welfare of its employees. (c) State the company's training and development programmes for its employees. Show the data. (d) State the company's reward/compensation policy that accounts for the performance of the company beyond short-term financial measures 4) What are the company's procedures for handling complaints by employees concerning illegal (including corruption) and unethical behaviour? Explain how employees are protected from retaliation. I. DISCLOSURE AND TRANSPARENCY 1) Ownership Structure (a) Holding 5% shareholding or more Shareholder .. Percent Beneficial Owner Number of Shares :.. �Name"of Senior .. /" ."",::J; ..CN'b"if"...:....l..ImE!r;(}:~.i.�...... 1< %.of Management Number of Direct shares Irldirectsh~res0;!~t~~gh .. Capital Stock ..... . i .i.(nameof r~c(}rd:ow~er) TOTAL 21

2) Does the Annual Report disclose the following: Key risks Corporate objectives Financial performance indicators Non-financial performance indicators Dividend policy Details of whistle-blowing policy Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners Training and/or continuing education programme attended by each director/commissioner N umber of board of directors/commissioners meetings held during the year Attendance details of each director/commissioner in respect of meetings held Details of remuneration of the CEO and each member of the board of directors/commissioners Should the Annual Report not disclose any of the above, please indicate the reason for the non- disclosure. 3) External Auditor's fee Narril[!'c,f auditor Audit.Fee, '-'\.tV{~:_,:-",\\''';i;,;i N~n-a~diifee, "< 4) Medium of Communication List down the models of communication that the company is using for disseminating information. 5) Date of release of audited financial. report: 6) Company Website Does the company have a website disclosing up-to-date information about the following? Business operations Financial statements/reports (current and prior years) Materials provided in briefings to analysts and media Share holding structure Group corporate structure Downloadable annual report Notice of AGM and/or EGM Company's constitution (company's by-laws, memorandum and articles of association) Should any of the foregoing information be not disclosed, please indicate the reason thereto. 22

7) Disclosure of RPT RPT " Rel4~ionshlp -->/ N~ture' Value I I I When RPTs are involved, what processes are in place to address them in the manner that will safeguard the interest of the company and in particular of its minority shareholders and other stakeholders? J. RIGHTS OF STOCKHOLDERS 1) Right to participate effectively in and vote in Annual/Special Stockholders' Meetings (a) Quorum Give details on the quorum required to convene the Annual/Special Stockholders' Meeting as set forth in its By-laws. Quorum RElquired (b) System Used to Approve Corporate Acts Explain the system used to approve corporate acts. Is0_m:-U.s.e;d 1 _ (c) Stockholders' Rights List any Stockholders' Rights concerning Annual/Special Stockholders' Meeting that differ from those laid down in the Corporation Code. Stockholders' Rights under Stockholders' Rights'D2! in The Corporation Code ", The Corporation Code ,',', " Dividends Record Date paymEmtDate Declaration Date (d) Stockholders' Participation 1. State, if any, the measures adopted to promote stockholder participation in the Annual/Special Stockholders' Meeting, including the procedure on how stockholders and other parties interested may communicate directly with the Chairman of the Board, individual directors or board committees. Include in the discussion the steps the Board has taken to solicit and understand the views of the stockholders as well as procedures for putting forward proposals at stockholders' meetings. . 2. Measures Adopted ",,' , 1, ,', """"."',"<',1,1,, '" , 3;< Communi~tionprocedure 4. 5. 6. 7. 23

8. State the company policy of asking shareholders to actively participate in corporate decisions regarding: a. Amendments to the company's constitution b. Authorization of additional shares c. Transfer of all or substantially all assets, which in effect results in the sale of the company 9. Does the company observe a minimum of 21 business days for giving out of notices to the AGM where items to be resolved by shareholders are taken up? a. Date of sending out notices: b. Date of the Annual/Special Stockholders' Meeting: 10. State, if any, questions and answers during the Annual/Special Stockholders' Meeting. 11. Result of Annual/Special Stockholders' Meeting's Resolutions 12. Resolution .. 13. Approving 14� Oissenting :- ..... 15: Abstaining 16. 18. 20. 17. 22. 19. 21. 23. 24. Date of publishing of the result of the votes taken during the most recent AGM for all resolutions: (e) Modifications State, if any, the modifications made in the Annual/Special Stockholders' Meeting regulations during the most recent year and the reason for such modification: .... i .. -. Modifications Reason.for Mo. dification . ,' c' ' (f) Stockholders' Attendance (i) Details of Attendance in the Annual/Special Stockholders' Meeting Held: Type of , Names of Board Date of VotingProcedure %ofSH %of Total % ofSH members! Meeting (bV pmi, show of , _.:,,:, attendance Meeting Officers'present . hands, etc:)! Artten~il'lg SHin ..... .. in Person Pro~ Annual Special (ii) Does the company appoint an independent party (inspectors) to count and/or validate the votes at the ASM/SSMs? (iii) Do the company's common shares carry one vote for one share? If not, disclose and give reasons for any divergence to this standard. Where the company has more than one class of shares, describe the voting rights attached to each class of shares. 24

� (g) Proxy Voting Policies State the policies followed by the company regarding proxy voting in the Annual/Special Stockholders' Meeting. .... I CompanY:s Policl~; � ... Execution and acceptance of proxies Notary Submission of Proxy Several Proxies Validity of Proxy Proxies executed abroad Invalidated Proxy Validation of Proxy Violation of Proxy (h) Sending of Notices State the company's policies and procedure on the sending of notices of Annual/Special Stockholders' Meeting. P.olicles Procedure .' .' I (i) Definitive Information Statements and Management Report Number of Stockholders entitled to receive �.' Definitive Information Statements and ManagementReport and Other Materials '. Date of AdualDistribution of Definitive lnformat.iori Statement and Management Report and Other Materials held by market participants/certain beneficial owners Date of Adl.lal'DI~ributlo~ of Definitive In!~rmation.Statementand.Managernen1:' ~ep~rt ~Qi!'~--:'_'_:"':':_,),"I!!~;,' - - ,:'-;"-''''(',.;.<'- __.-,-0�:",' ,- __, ", _w;.> ~-::<:fi/Pi and Oth~r Materials held by stockholders ... Sta~e whetherCQ f~rmatc)fhar,dtopie~~ere distributed If yes, indicate whether requesting stockholders were provided hard copies ,. 25

� (j) Does the Notice of Annual/Special Stockholders' Meeting include the following: Each resolution to be taken up deals with only one item. Profiles of directors (at least age, qualification, date of first appointment, experience, and directorships in other listed companies) nominated for elect ion/ re-e Iectio n. The auditors to be appointed or re-appointed. An explanation of the dividend policy, if any dividend is to be declared. The amount payable for final dividends. Documents required for proxy vote. Should any of the foregoing information be not disclosed, please indicate the reason thereto. 2) Treatment of Minority Stockholders (a) State the company's policies with respect to the treatment of minority stockholders. (b) Do minority stockholders have a right to nominate candidates for board of directors? K. INVESTORS RELATIONS PROGRAM 1) Discuss the company's external and internal communications policies and how frequently they are reviewed. Disclose who reviews and approves major company announcements. Identify the committee with this responsibility, if it has been assigned to a committee. 2) Describe the company's investor relations program including its communications strategy to promote effective communication with its stockholders, other stakeholders and the public in general. Disclose the contact details (e.g. telephone, fax and email) of the officer responsible for investor relations. (1) Objectives (2) Principles (3) Modes of Communications (4) Investors Relations Officer 3) What are the company's rules and procedures governing the acquisition of corporate control in the capital markets, and extraordinary transactions such as mergers, and sales of substantial portions of corporate assets? Name of the independent party the board of directors of the company appointed to evaluate the fairness of the transaction price. 26

� L. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES Discuss any initiative undertaken or proposed to be undertaken by the company. Initiative M. BOARD, DIRECTOR, COMMITTEE AND CEO APPRAISAL Disclose the process followed and criteria used in assessing the annual performance of the board and its committees, individual director, and the CEO/President. ~. , Criteri~ process " Board of Directors Board Committees Individual Directors CEO/President N. INTERNAL BREACHES AND SANCTIONS Discuss the internal policies on sanctions imposed for any violation or breach of the corporate governance manual involving directors, officers, management and employees .,,'Violation~ ...�... .. ' " ..�.S. ~ncii~n~' .. ..... ..... Pursuant to the requirement of the Securities and Exchange Commission, this Annual Corporate Governance Report is signed on behalf of the registrant by the undersigned, thereunto duly authorized, in the City of __________ on ,20_. SIGNATURES (Signature over Printed Name) (Signature over Printed Name) Chairman of the Board Chief Executive Officer (Signature over Printed Name) (Signature over Printed Name) Independent Director Independent Director (Signature over Printed Name) Compliance Officer 27

� SUBSCRIBED AND SWORN to before me this day of 20_, affiant(s) exhibiting to me DATE OF ISSUE PLACE OF ISSUE their � as follows: NAME/NO, NOTARY PUBLIC Doc No, _ Page No. _ Book No. _ Series of _ 28