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CORPORATE GOVERNANCE

Corporate Governance Policies - Shareholders

A.1 Notice of the Meeting
A.2 Attendance and Voting at Annual General Meeting of Shareholders (AGMS)
A.3 Dividends Policy
A.4 Appointment of External Auditors

Corporate Governance Policies - General Governance

B.1 Articles of Incorporation
B.2 Election of Directors
B.3 Quorum Requirement
B.4 Approval of Remuneration
B.5 Charter of the Governance and Nominations Committee
B.6 Charter of the Audit Committee
B.7 Charter of the Compensation Committee
B.8 Code of Conduct and Ethical Policies

Compliance and Reporting

C.1 Minutes of Annual General Meeting of Shareholders
C.2 General Information Sheet
C.3 Annual Financial Statement 2012 submitted to BIR
C.4 Annual Financial Statement 2012 submitted to SEC
C.5 Annual Financial Statement 2012 submitted to Insurance Commission
C.6 ASEAN Scorecard

A.1 Notice of the Meeting

"As a company policy, the notice of meeting is communicated and is sent to each shareholder two (2) weeks prior to date of the meeting. This complies with the Company's By-laws which states that:

Notice of Meeting - Notices for regular or special meetings of stockholders may be sent by the Secretary by personal delivery or by mail at least two (2) weeks prior to the date of the meeting to each stockholder of record at his last known post office address or by publication in a newspaper of general circulation. The notice shall state the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called. In case of special meetings, only matters stated in the notice can be the subject of motions or deliverations at such meeting."

A.2 Attendance and Voting at Annual General Meeting of Shareholders (AGMS)

"The 2012 AGMS was held on company premises. It was 100% attended by the Shareholders and all corporate acts have been approved by the Shareholders as reflected in the minutes.

Following is the Manner of Voting per Company By-Laws:

Manner of Voting - At all meetings of stockholders, a stockholder may vote in person or by proxy executed in writing by the stockholders or his duly authorized attorney-in-fact. Unless otherwise provided in the proxy, it shall be valid only for the meeting at which it has been presented to the secretary.

All proxies must be in the hands of the secretary before the time set for the meeting. Such proxies filed with the Secretary may be revoked by the stockholders either in an instrument in writing duly presented and recorded with the Secretary, prior to a scheduled meeting or by their personal presence at the meeting."

A.3 Dividends Policy

"Dividends are paid out subject to a schedule and terms approved by the Board at declaration, not necessarily within 30 days from declaration date. This follows Company By-Laws:

Dividends - Dividends shall be declared and paid out of the unrestricted retained earnings which shall be payable in cash, property, or stock to all stockholders on the basis of outstanding stock held by them, as often and at such times as the Board of Directors may determine and in accordance with law and applicable rules and regulations."

A.4 Appointment of External Auditors

"The appointment of the External Auditor and associated fees were approved during the 2012 AGMS. This conforms with Company By-Laws:

External Auditors - At the regular stockholders' meeting, the external auditor or auditors of the corporation for the ensuing year shall be appointed. The external auditor or auditors shall examine, verify and report on the earnings and expenses of the corporation and shall certifiy the remuneration of the external auditors as determined by the Board of Directors"

B.1 Articles of Incorporation

Click to view the Articles of Incorporation.

B.2 Election of Directors

"The Governance and Nominations Committee has recommended the retention of the current composition and number of members of the Board for 2012. This was unanimously approved by the Shareholders as reflected in the Minutes of AGMS.

All directors are subject to re-election every year. This is aligned with the Company By-Laws which states that:

Election and Term - The Board of Directors shall be elected during each regular meeting of stockholders and shall hold office for one (1) year and until their successors are elected and qualified."

B.3 Quorum Requirement

"As per company policy and per Company By-Laws:

Quorom - a majority of the number of directors as fixed in the Articles of Incorporation shall constitute a quorum for the transaction of corporate business, and every decision of at least a majority of the directors present at a meeting at which there is a quorum shall be valid as a corporate act, except for the election of officers which shall require the vote of a majority of all the members of the board"

B.4 Approval of Remuneration

"The Governance and Nominations Committee has reviewed the current compensation structure and has found the same to be reasonable and has recommended the retention of the current fees of the Board of Directors which was unanimously approved during the 2012 AGMS.

As per Company By-Laws:
Compensation - By resolution of the Board, each director shall receive a reasonable per diem allowance for his attendance at each meeting of the Board. As compensation, the Board shall receive and allocate an amount of not more than ten percent (10%) of the net income before income tax of the corporation during the prceding year. Such compensation shall be determined and apportioned amoung the directors in such manner as the Board may deem proper, subject to the approval of stockholders representing at least a majority of the outstanding capital stock at a regular or special meeting of the stockholders. "