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Amended Manual for Corporate Governance

A Governance Self-Assessment Form is given to the Board annually. This is intended to assess the performance of the Board as a whole, the Chairman, the individual members of the Board, Board meetings, Board committees and Board matters. The directors are advised to go over each guide question carefully and assign a number from 1 - 10 [the lowest (1) meaning strongly disagree and the highest (10) meaning strongly agree] which reflects their personal view of the degree of the company's compliance to certain corporate governance mechanisms. The results are then tallied and presented to the Board for evaluation and appropriate action. Our manual for corporate governance covers shareholders' rights, and directors' roles and responsibilities as follows: A. Shareholders' Rights Shareholders have the rights to, among others:

  1. Be informed of the rules, participate, and vote in the annual stockholders’ meeting.
  2. Participate in the ASM either in person or by proxy.
  3. Write to the nomination committee should they have recommendations and/or nominations for board directorship. After the board acts on the recommendation of the Nomination Committee, the Company discloses it to the PSE. And the Corporate Secretary announces the procedure during Annual Stockholders' Meeting.
  4. Come up with their views on directors' compensation.
  5. Nominate directors based on a list of fellows of from institutions like the Institute of Corporate Directors. Click here to view a list of ICD Fellows.
  6. Elect directors individually; they may also cumulate their votes.
  7. Consult each other on issues concerning their basic shareholder rights as defined by law, in the By-laws, and Manual for Corporate Governance.

*Non-controlling shareholders are provided with a right to nominate candidates for board of directors/commissioners. **For voting by electronic means, we will seek SEC guidance and approval as to how to implement this. B. Directors' Diversity Upon election, each director is furnished with a director's kit that contains among other things the Manual for Corporate Governance and Corporate Code of Conduct. A list of their duties and responsibilities is found in our Manual for Corporate Governance. Our directors and officers go through trainings from the Institute of Corporate Directors. Our board is comprised of two lawyers, two certified public accountants, two engineers, four finance professionals, and five business executives. Additionally, five have served in the government.