Corporate Governance Manual

1. Oversight and Approval

It is the duty of the Board to oversee the business affairs of the Company and to exercise sound and objective judgment for its best interest. It relies on the CEO and other senior management in the competent and ethical operation of the Company on a day-to-day basis. Thus, it is the responsibility of the Board to monitor and oversee the performance of senior management in implementing the strategies, policies pertaining to major business activities and enterprise risks throughout the Group. The Board shall ensure that major plans of action, risk policy, annual budgets and business plans, and performance objectives and accountabilities are set to monitor implementation, measure corporate performance and take corrective action as needed pursuant to approved strategic objectives.

2. High Ethical Standards in Doing Business

Our corporate governance practice adheres to basic principles of integrity, transparency, fairness, accountability and performance. It is the responsibility of the Board including the officers and staff to follow at all times the established governance policies and practices as these are put in place to protect the Company’s reputation, assets and businesses. The Board shall ensure the company’s faithful compliance with all applicable laws, regulations and best business practices including the timely and accurate submission of public disclosures, prudential and supervisory reports to the relevant regulatory bodies.

3. Annual Board and Executive Management Performance Evaluation

The Board, through the Corporate Governance Committee, shall undertake the evaluation of its performance as a collective body, its Committees and senior management to determine whether they are functioning effectively, pinpoint areas for improvement and ensure that the President is providing effective leadership to the Group. The Committee shall report the results of the self-assessment to the Board. It shall likewise implement a process for the selection of Board members who can add value and meaningfully contribute independent judgment to the formulation of sound corporate strategies and policies.

4. Directors’ Peer Evaluation

This is intended to encourage improved performance and effectiveness of directors by identifying areas that need improvement. Each director is requested to rate their colleagues on the Board using the prescribed rating scale and questions. The Corporate Governance Committee shall report also the results of the peer evaluations to the Board.

5. Management Succession Planning

The Board, in coordination with the Corporate Governance Committee, shall ensure that the Company has in place an appropriate and updated succession planning for key executives to address emergency in the event of extraordinary circumstances and ensure continuity of operations.