The Board of Directors (the "Board") is primarily responsible for the governance of the Corporation and provides an independent check on management.

1. Composition of the Board of Directors

   The Board shall be composed of at least five (5), but not more than nine (9), members who are elected by the Shareholders and shall have at least two (2) Independent Directors or such number of Independent Directors that constitutes twenty percent (20%) of the members of the Board, whichever is lesser, but in no case less than two (2).

   The Board shall adopt a policy on diversity which will aim to achieve a board composition that is diverse in knowledge, experience, competence and expertise.

   The Board shall be composed of Executive and Non-Executive Directors, which include Independent Directors, majority of whom shall be Non-Executive Directors who possess the necessary qualifications to effectively participate and help secure objective, independent judgment on corporate affairs and to substantiate proper check and balance.

2. Qualifications for or Disqualifications from Directorship
   1. Qualifications of a Director

      In addition to the applicable provisions of the Corporation Code, Securities Regulation Code, and other relevant laws the Articles of Incorporation and By-Laws of the Corporation, the following general guidelines shall be observed in the initial evaluation of Director-nominees to the Board:

      1. He should own at least one (1) share of stock of the Corporation;
      2. He must have a practical understanding of the business of the Corporation;
      3. He shall have been proven to possess integrity and probity.

      The Remuneration, Nomination and Succession Planning Committee, as defined under Article III-B (5), may consider and recommend to the Board other qualifications which are now or may hereafter be provided in the relevant existing laws or any amendments thereto or new law applicable to the Corporation.

   2. Permanent Disqualification of a Director

      Any of the following shall be a ground for the permanent disqualification of a Director:

      1. Any person convicted by final judgment or order by a competent judicial or administrative body of any of the following:
         1. Any crime that (a) involves the purchase or sale of securities as defined in the Securities Regulation Code; (b) arises out of the person's conduct as an underwriter, broker, dealer, investment adviser, principal, distributor, mutual fund dealer, futures commission merchant, commodity trading advisor, or floor broker; or (c) arises out of his fiduciary relationship with a bank, quasi-bank, trust Company, investment house or as an affiliated person of any of them;
         2. An offense involving moral turpitude, fraud, embezzlement, theft, estafa, counterfeiting, misappropriation, forgery, bribery, false affirmation, perjury or other fraudulent acts;
         3. Any person who has been adjudged by final judgment or order of the Securities and Exchange Commission ("SEC"), Bangko Sentral ng Pilipinas (BSP), court, or competent administrative body to have willfully violated, or willfully aided, abetted, counseled, induced or procured the violation of any provision of the Securities Regulation Code, the Corporation Code, or any other law, rule, regulation or order administered by the SEC or BSP.
      2. A person who, by reason of misconduct, after hearing, is permanently enjoined by a final judgment or order of the SEC, BSP or any court or administrative body of competent jurisdiction from (a) acting as underwriter, broker, dealer, investment adviser, principal, distributor, mutual fund dealer, futures commission merchant, commodity trading advisor, or floor broker; (b) acting as a director or officer of a bank, quasi-bank, trust company, investment house or as investment company; or (c) engaging in or continuing any conduct or practice in any of the capacities mentioned above or willfully violating the laws that govern securities and banking activities;

         The disqualification shall also apply if such person is currently the subject of an order of the SEC, BSP or any court or administrative body denying, revoking or suspending any registration, license or permit issued to him under the Corporation Code, Securities Regulation Code or any other law administered by the SEC or BSP, or under any rule or regulation issued by the SEC or BSP, or has otherwise been restrained to engage in any activity involving securities and banking; or such person is the subject of an effective order of a self-regulatory organization suspending or expelling him from membership, participation or association with a member or participant of the organization;

      3. Any person judicially declared to be insolvent;
      4. Any person found guilty by final judgment or order of a foreign court or equivalent financial regulatory authority of acts, violations or misconduct similar to any of the acts, violations or misconduct listed in the foregoing paragraphs; and
      5. Any person convicted by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of the Corporation Code committed within five (5) years prior to the date of his election or appointment.
   3. Temporary Disqualification of a Director

      The Remuneration, Nomination and Succession Planning Committee may consider and recommend to the Board the temporary disqualification of a Director for any of the following reasons:

      1. Refusal to comply with the disclosure requirements of the Securities Regulation Code and its Implementing Rules and Regulations;
      2. Absence in more than fifty percent (50%) of all regular and special meetings of the Board during his incumbency, or any twelve (12) month period during said incumbency, unless the absence is due to illness, death in the immediate family, or serious accident. This disqualification applies for purposes of the succeeding election;
      3. Dismissal/termination for cause as Director of any publicly-listed company, public company, registered issuer of securities and holder of a secondary license from the SEC. The disqualification shall be in effect until he has cleared himself of any involvement in the cause that gave rise to his dismissal or termination.

   In the case of Par. 2.3.1, the temporarily disqualified Director shall, within sixty (60) business days from such disqualification, take the appropriate action to remedy or correct the disqualification. If he fails or refuses to do so for unjustified reasons, the disqualification shall become permanent.

3. Selection of the Members of the Board

   The Company has adopted a policy of appointing a diverse set of Directors. The Company may, if the Board considers it necessary, use the services of professional search firms to identify potential candidates for Directors in the Company.

   The Board of Directors are elected in accordance with the procedures set forth in the Company’s By-Laws, and are selected by taking into account their ability to perform the duties and responsibilities specified in this Manual.

   The Remuneration, Nomination and Succession Planning Committee shall, among others, screen and evaluate nominees for Directors of the Company based on the following:

   • background and character;
   • skills and expertise which are aligned with the Company’s vision, mission and strategic directions;
   • ability to act in good faith in the interest of the Company and its Stakeholders;
   • possession of a keen understanding of the businesses of the Company; and,
   • qualifications and standing as specified in this Manual.
4. Responsibilities, Duties and Functions of the Board
   1. General Responsibility of the Board

      It is the Board's responsibility to foster the long-term success of the Corporation, and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and the best interests of the Corporation, its Shareholders and Stakeholders, as a whole.

      The Board shall formulate the Corporation's vision, mission, strategic objectives, policies and procedures that shall guide its activities, including the means to effectively monitor Management's performance.

      The Board shall exercise care, skill and judgment and observe good faith and loyalty in the conduct and management of the business and affairs of the Corporation. The Board shall ensure that all its actions are within the scope of power and authority as prescribed in the Articles of Incorporation, By-Laws, and in existing laws, rules and regulations.

   2. Duties and Functions of the Board

      To ensure high standard for the Corporation, its Shareholders and other Stakeholders, the Board shall conduct itself with honesty and integrity in the performance of, among others, the following duties and responsibilities:

      1. Act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the Company and all Stakeholders;
      2. Oversee the development of and approve the Company's business objectives and strategy, and monitor their implementation, in order to sustain the Company's long-term viability and strength. The Board shall review and guide corporate strategy, major plans of action, risk management policies and procedures, annual budgets and business plans; set performance objectives; monitor implementation and corporate performance; and oversee major capital expenditures, acquisitions and divestitures;
      3. Oversee the adoption of an effective succession planning program and remuneration policies;
      4. Adopt policies on board nomination and election that will ensure diversity in board composition in terms of knowledge, expertise and experience;
      5. Oversee the implementation of a policy and system on RPTs which shall include the review and approval of material or significant RPTs and ensure fairness and transparency of the transactions;
      6. Oversee the adoption of policies on the selection of Management and Key Officers and the assessment of their performance;
      7. Oversee the establishment of an internal control system to monitor and manage potential conflicts of interest and an ERM framework to identify, monitor, assess and manage key business risks;
      8. Annually review, together with Management, the Company's vision and mission;
      9. Ensure the Corporation's faithful compliance with all applicable laws and regulations, and best business practices;
      10. Establish and maintain an Investor Relations Program that will keep the Shareholders informed of important developments in the Corporation. The Corporation's CEO shall exercise oversight responsibility over this program;
      11. Identify the Corporation's Stakeholders in the community in which it operates or are directly affected by its operations and formulate a clear policy of accurate, timely, and effective communication with them;
      12. Adopt a system of check and balance within the Board. A regular review of the effectiveness of such system should be conducted to ensure the integrity of the decision-making and reporting processes at all times;
      13. Ensure that the Corporation has an independent audit mechanism for the proper audit and review of the Corporation's financial statements by independent auditors;
      14. Ensure that the Corporation establishes appropriate Corporate Governance policies and procedures pursuant to this Manual and the Governance Code, including but not limited to, policies on conflict of interest, and oversee the effective implementation thereof; and
      15. Consider the implementation of an alternative dispute resolution system for the amicable settlement of conflicts or differences between the Corporation and its Shareholders, if applicable.
5. Specific Duties and Responsibilities of a Director

   A Director shall endeavor to act in the best interest of the Corporation its shareholders and stakeholders in a manner characterized by fairness, accountability, and transparency.

   A Director shall observe the following norms of conduct:

   1. Conduct fair and impartial business transactions with the Corporation, and ensure that his personal interest does not conflict with the interests of the Corporation;
   2. Devote the time and attention necessary to properly and effectively perform his duties and responsibilities;
   3. Act judiciously. Before deciding on any matter brought before the Board, a Director should carefully evaluate the issues and, if necessary, make inquiries and request clarification;
   4. Exercise independent judgment. A Director should view each problem or situation objectively;
   5. Have a working knowledge of the statutory and regulatory requirements that affect the Corporation, including its Articles of Incorporation and By-Laws, the rules and regulations of the SEC and, where applicable, the requirements of relevant regulatory agencies;
   6. Observe confidentiality. A Director should keep secure and confidential all non-public information he may acquire or learn by reason of his position as Director; and
   7. Have a working knowledge of the Corporation's control systems. A Director shall ensure the continuing soundness, effectiveness and adequacy of the Corporation's control environment.
   8. Disclose to the Philippine Stock Exchange (PSE) and the SEC the trading of the Corporation's shares by Directors, Officers (or persons performing similar functions) and controlling Shareholders. This shall also include the disclosure of the Corporation's purchase of its shares from the market (e.g. share buy-back program).
6. Internal Control Responsibilities of the Board

   The control environment of the Corporation consists of (a) the Board which ensures that the Corporation is properly and effectively managed and supervised; (b) Management that actively manages and operates the Corporation in a sound and prudent manner; (c) the organizational and procedural controls supported by effective management of information and risk management reporting systems; and (d) an independent audit mechanism to monitor the adequacy and effectiveness of the Corporation's governance, operations, and information systems, including the reliability and integrity of financial and operational information, the safeguarding of assets, and compliance with laws, rules, regulations and contracts.

   1. The internal control mechanisms for the performance of the Board's oversight responsibility may include:
      1. Definition of the duties and responsibilities of the CEO;
      2. Selection of the person who possesses the ability, integrity and expertise essential for the position of CEO;
      3. Evaluation of proposed Senior Management appointments;
      4. Evaluation of appointments of Management Officers; and
      5. Review of the Corporation's human resource policies, conflict of interest situations, compensation program for employees and management succession plan.
   2. The Corporation's systems of effective organizational and operational controls shall be continuously developed and updated based on, among others, the following factors: nature and complexity of the business and the business culture; volume, size and complexity of transactions; degree of risks involved; degree of centralization and delegation of authority; extent and effectiveness of information technology; and extent of regulatory compliance.
   3. The Corporation shall establish an Internal Audit system that can provide assurance service to the Board, Management and Shareholders and ensure that key organizational and operational controls are in place. The Board shall appoint an Internal Audit Head to perform the Internal Audit function. The Internal Audit Head shall be guided by the Local and International Standards on Professional Practice of Internal Auditing.
7. Board Meetings and Quorum Requirement
   1. The Board shall schedule meetings at the beginning of the year, and hold regular meetings in accordance with its By-Laws and convene special meetings when required by business exigencies.
   2. The notice and agenda of the meeting and other relevant meeting materials shall be furnished to the Directors at least five (5) business days prior to each meeting, which meeting must be duly minuted.
   3. The members of the Board shall attend regular and special meetings in person or through video/teleconferencing conducted in accordance with the rules and regulations of the SEC except for justifiable reasons that prevent them from doing so.
   4. Independent Directors shall always attend Board meetings. Unless otherwise provided in the By-Laws, their absence shall not affect the quorum requirement. However, the Board may, to promote transparency, require the presence of at least one (1) Independent Director in all its meetings.
   5. To monitor the Directors' compliance with the attendance requirements, the Corporation shall submit to the Commission, within five (5) business days from the end of the Corporation's fiscal year, an advisement letter on Directors' record of attendance in Board meetings.
8. Remuneration of Directors and Officers

   Formal procedures for the development of a policy on the levels of remuneration for Directors and Officers shall be established by the Corporation.
   The levels of remuneration shall be sufficient to be able to attract and retain the services of qualified and competent Directors and Officers.
   No Director shall participate in deciding on his remuneration.

9. Directorships and Officerships in Other Corporations

   The Board may consider the adoption of guidelines on the number of dictatorships that its members can hold in publicly-listed corporation, ensuring however that the shareholders legal right to vote and be voted as directors remains inviolable.

   1. Any limitation in the number of directorships outside of the Company as may be adopted by Corporation shall not include directorships in the Corporation's subsidiaries, affiliates, parent Company (if any), and affiliates and subsidiaries of such parent Company;
   2. A Director shall notify the Board before accepting Directorship in another Company.

To aid in the optimal performance of its roles and responsibilities and ensure compliance with the principles of Corporate Governance, the Board shall form the following Board Committees: (a) Audit and Risk Oversight Committee, (b) Corporate Governance and Sustainability Committee, (c) Related Party Transaction Committee, and (d) Remuneration, Nomination and Succession Planning Committee.

1. Appointment of Members and Adoption of Committee Charter
   1. Appointment of Members of the Board Committees

      The Board shall appoint the members and chairman (from among the members) of each Board Committee annually.

   2. Charter of the Board Committees
      1. Each Board Committee shall have a Charter which shall define and govern, among other matters, its purposes, composition, membership and duties and responsibilities, conduct of meetings, and reporting processes.
      2. The respective Charters of the Board Committee shall be approved by the Board and shall not be amended, altered, or varied unless the Board shall have approved such amendment, alteration or variation.
2. Audit and Risk Oversight Committee
   1. Role of the Audit and Risk Oversight Committee

      The role of the Audit and Risk Oversight Committee are as follows

      1. to provide oversight over the Company's financial reporting, Internal Control System, Internal and External Audit processes. It shall ensure that systems and processes are in place to provide assurance activities, ensure accurate financial reporting, monitor compliance with laws, regulations and internal policies, determine the efficiency and effectiveness of business operations, and provide the proper safeguarding and use of the Company’s resources and assets; and
      2. to oversee the establishment of an ERM framework to identify, monitor, assess and manage key business risks. The ERM framework shall guide the Company in identifying units/business lines and enterprise-level risk exposures, as well as the effectiveness of risk management strategies. It shall be responsible for defining the Company’s level of risk tolerance and providing oversight over its risk management policies and procedures to anticipate, minimize, control or manage risks or possible threats to its operations and performance.
   2. Organization of the Audit and Risk Oversight Committee
      1. The Audit and Risk Oversight Committee reports functionally to the Board.
      2. The Audit and Risk Oversight Committee shall be composed of at least three (3) Non-Executive directors, with at least one (1) Independent Director. The Board may consider having majority of the members of the Audit and Risk Oversight Committee to be Independent Directors. All members must have relevant background, knowledge, skills, and/or experience in the areas of accounting, auditing, finance, and experience on risk and risk management.
      3. The Board shall appoint an Independent Director to be the Chairman of the Audit and Risk Oversight Committee.
   3. Functions of the Audit and Risk Oversight Committee

      The Audit and Risk Oversight Committee shall have the following functions:

      1. Oversee the Internal Audit Department, and recommend the appointment and/or grounds for approval of the Internal Audit Head. The Audit and Risk Oversight Committee shall also approve the terms and conditions for the outsourcing of Internal Audit services if applicable;
      2. Through the Internal Audit Department, monitor and evaluate the adequacy and effectiveness of the Company's internal control system, integrity of financial reporting, and security of physical and information assets;
      3. Review the Annual Internal Audit Plan to confirm that it is consistent with the strategic objectives of the Company. The Plan shall include the audit scope, allocation of resources, and budget necessary for the implementation of the Audit Plan;
      4. Review the reports submitted by the Internal and External Auditors;
      5. Review and monitor Management's responsiveness to Internal Audit's findings and recommendations;
      6. Prior to the commencement of the audit, discuss with the External Auditor the nature, scope and expenses of the audit, and ensure the proper coordination, if more than one audit firm is involved in the activity, to secure proper coverage and minimize duplication of efforts;
      7. Evaluate and determine the non-audit work, if any, of the External Auditor, and periodically review the proportion of non-audit fees paid to the External Auditor to the Company's overall consultancy expenses. The Committee shall evaluate if the non-audit work will create a potential conflict of interest and shall disallow any non-audit work that will conflict with his duties of the External Auditor or may pose a threat to its independence. If the non-audit work is allowed, this shall be disclosed in the Company's Annual Corporate Governance Report;
      8. Review and approve Financial Statements before these are presented to the Board, with particular focus on the following:
         1. Any change/s in accounting policies and practices;
         2. Areas where significant amount of judgment has been exercised;
         3. Significant adjustments resulting from the audit;
         4. Going concern assumptions;
         5. Compliance with accounting standards; and
         6. Compliance with tax, legal, and regulatory requirements.
      9. Review the disposition of the recommendations contained in the External Auditor's management letter if any;
      10. Perform oversight functions over the Company's Internal and External Auditors. It shall ensure the independence of Internal and External Auditors, and that both auditors are given reasonable access to all material records, properties and personnel to enable them to perform their respective audit functions;
      11. Recommend the appointment, re-appointment, removal and fees of the External Auditor; and
      12. Assist the Board in the performance of its oversight responsibility for the financial reporting process, system of internal controls, audit process and monitoring of compliance with applicable laws, rules and regulations.
      13. Oversee the development and implementation of a formal ERM Plan that contains the following elements:
          • Common language or register of risks;
          • Well-defined risk management goals, objectives and oversight;
          • Uniform processes of identifying, assessing, evaluating and measuring risks as well as developing strategies to manage and mitigate prioritized risks;
          • Designing and implementing risk management strategies; and
          • Continuing assessments and monitoring to improve risk strategies, processes and measures
      14. Evaluate the ERM Plan to ensure its continued relevance, comprehensiveness and effectiveness. The Committee shall revisit defined risk management strategies, look for emerging or changing material exposures, and stays abreast of significant developments that may seriously impact the likelihood of harm or loss;
      15. Review the Company’s risk appetite levels and risk tolerance limits based on changes and developments in the business, the regulatory framework, the external economic and business environment, and occurrence of major events that may have a major impact on the Company;
      16. Assess the probability of each identified risk becoming a reality and estimate its possible significant financial impact and likelihood of occurrence. Priority areas of concern are those risks that are most likely to occur and impact the performance and financial stability of the Company and its Stakeholders;
      17. Provide oversight over Management’s activities in managing credit, market, liquidity, operational, legal and other risk exposures. This function includes regularly receiving information on risk exposures and risk management activities from Management; and
      18. Provide the Board with a report on material risks, potential exposures, recommendations on appetite levels, risk tolerance limits, and actions and plans to mitigate the identified risks.
   4. Meetings of the Audit and Risk Oversight Committee
      1. The Audit and Risk Oversight Committee shall meet every quarter or as often as may be necessary. The Audit and Risk Oversight Committee may opt to meet without the presence of the CEO or other management team members, and periodically meet with the Internal Audit Head.
      2. The notice and agenda for each meeting shall be circulated to all Audit and Risk Oversight Committee members at least three (3) business days before each meeting.
      3. The Audit and Risk Oversight Committee may invite other Directors, Officers and Management to attend any meeting.
      4. The Audit and Risk Oversight Committee Chairman shall preside at all meetings of the Committee. In case of the absence of the Chairman, the Vice Chairman, if one has been appointed shall preside at the particular meeting. In the event that the Committee has no Vice Chairman, then the members present shall select from among themselves an Acting Chairman to preside at the said meeting.
      5. A quorum shall be present as long as an Independent Director is present or if at least a majority of the members of the Audit and Risk Oversight Committee is present. No business shall be transacted at any meeting unless a quorum is present.
      6. The Audit and Risk Oversight Committee shall cause proper records of its proceedings to be kept. The Members shall nominate the Committee Secretary who shall prepare and keep the minutes of meetings and other proceedings.
3. Corporate Governance and Sustainability Committee
   1. Role of the Corporate Governance and Sustainability Committee

      The role of the Corporate Governance and Sustainability Committee is to oversee the development and implementation of Corporate Governance principles and policies, and perform oversight functions on the Economic, Environment, Social and Governance aspects of sustainability.

   2. Organization of the Corporate Governance and Sustainability Committee
      1. The Corporate Governance and Sustainability Committee shall report directly to the Board.
      2. The Corporate Governance and Sustainability Committee shall be composed of at least three (3) directors, with at least one (1) Independent Director. The Board may consider having majority of the members of the Corporate Governance and Sustainability Committee to be Independent Directors. The Board shall ensure that the members of the Corporate Governance and Sustainability Committee are appropriately qualified to discharge their responsibilities.
      3. The Board shall appoint an Independent Director to be the Chairman of the Corporate Governance and Sustainability Committee.
   3. Functions of the Corporate Governance and Sustainability Committee

      The Corporate Governance and Sustainability Committee shall have the following functions:

      1. Oversee the implementation of a Corporate Governance framework and periodically review the said framework to ensure that it remains appropriate in light of material changes to the Company's size, complexity and business strategy, as well as the business and regulatory environment;
      2. Oversee the formulation and implementation of a Code of Business Conduct and Ethics and internal policies and monitor compliance with such code and policies by the Company through communication and awareness campaign, continuous training and setting a proper forum where issues may be addressed;
      3. Provide guidance on the strategies, reports, and initiatives on sustainability;
      4. Establish efficient communication channels which aid and encourage employees, customers, suppliers, creditors and other Stakeholders to raise concerns on potential unethical or unlawful behavior without fear of retribution; and
      5. Review recommendations concerning policies on conflict of interest, promotion and career advancement directives.
   4. Meetings of the Corporate Governance and Sustainability Committee
      1. The Corporate Governance and Sustainability Committee shall meet twice a year or as often as may be necessary.
      2. The notice and agenda for each meeting shall be circulated to all Corporate Governance and Sustainability Committee members at least five (5) business days before each meeting.
      3. The Corporate Governance and Sustainability Committee may invite other Directors, Officers and Management to attend any meeting.
      4. The Corporate Governance and Sustainability Committee Chairman shall preside at all meetings of the Committee. In case of the absence of the Chairman, the Vice Chairman, if one has been appointed, shall preside at the particular meeting. In the event that the Committee has no Vice Chairman, then the members present shall select from among themselves an Acting Chairman to preside at the said meeting.
      5. A quorum shall be present if at least a majority of the members of the Corporate Governance and Sustainability Committee is present. No business shall be transacted at any meeting unless a quorum is present.
      6. The Corporate Governance and Sustainability Committee shall cause records of its proceedings to be kept. The Members shall nominate the Committee Secretary who shall prepare and keep the minutes of meetings and other proceedings.
4. Related Party Transaction Committee
   1. Role of the Related Party Transaction (RPT) Committee

      The role of the RPT Committee is to ensure that there is a group-wide policy and system governing Material Related Party Transactions (MRPTs). Material Related Party Transaction refers to any related party transaction either individually or in the aggregate over a twelve (12) month period with the same related party, amounting to at least ten percent (10%) or higher of the Company’s total consolidated assets based on its latest audited financial statements. The policy shall include the review and approval of MRPTs in order to ensure the fairness and transparency of such transactions.

   2. Organization of the Related Party Transaction Committee
      1. The RPT Committee reports functionally to the Board.
      2. The RPT Committee shall be composed of at least three (3) Non-Executive Directors, with at least one (1) Independent Director. The Board may consider having majority of the members of the RPT Committee to be Independent Directors. The Board shall ensure that the members of the RPT Committee are appropriately qualified to discharge their responsibilities.
      3. The Board shall appoint an Independent Director to be the Chairman of the RPT Committee.
   3. Functions of the Related Party Transaction Committee

      The Related Party Transaction Committee shall have the following functions:

      1. Establish a policy on MRPTs that promotes transparency and ensure that these transactions consider the protection of the rights of all Stakeholders;
      2. Evaluate relations between and among the business units and counterparties to ensure that all related parties are identified, MRPTs are monitored, and subsequent changes in relationships with counterparties (from non-related to related and vice versa) are captured. Related parties, MRPTs and changes in relationships should be reflected in the relevant reports to the Board and regulators/supervisors;
      3. Evaluate all MRPTs to ensure that these are not undertaken on more favorable economic terms (e.g price, commissions, interest rates, fees, tenor, collateral requirements) with such related parties as compared to similar transactions with non-related parties under comparable circumstances. The RPT Committee shall likewise ensure that no corporate business resources of the Company are misappropriated or misapplied and shall determine any potential reputational risk issues that may arise as a result of or in connection with the transactions. In evaluating MRPTs, the RPT Committee shall also take into account, among others, the following:
         • The related party’s relationship to the Company and interest in the transaction;
         • The material facts of the proposed MRPT, including the proposed aggregate value of such transaction;
         • The benefits to the Company of the proposed MRPT;
         • The availability of the other sources of comparable products or services; and
         • An assessment of whether the proposed MRPT is on terms and conditions that are comparable to the terms generally available to an unrelated party under similar circumstances. The Company shall have an effective price discovery system in place and shall exercise due diligence in determining a fair price for RPTs;
      4. Ensure that appropriate disclosure is made, and/or information is provided to regulatory and supervising authorities on the Company’s MRPTs reviewed and approved during the year including unusual or infrequently occurring transactions, and policies on conflicts of interest or potential conflicts of interest. The disclosure shall include information on the approach to managing material conflicts of interest that are inconsistent with such policies, and conflicts that could arise as a result of the Company’s affiliation or transactions with other related parties;
      5. Report to the Board of Directors on a regular basis, the status and aggregate exposures to each related party, as well as the total amount of exposures to all related parties;
      6. Ensure that transactions with related parties, including write-off of exposures are subject to periodic independent review or audit process;
      7. Oversee the implementation of the system for identifying, monitoring, measuring, controlling and reporting MRPTs, including periodic review of RPT policies and procedures; and,
      8. If needed, appoint an independent party to evaluate the fairness of the transaction price on the acquisition and disposal of assets, particularly those passing a materiality threshold determined by the RPT Committee.
   4. Meetings of the Related Party Transaction Committee
      1. The RPT Committee shall be convened in the event that there are proposed MRPTs to be entered into by the Company and as the Committee deems necessary.
      2. The notice and agenda for each meeting shall be circulated to all RPT Committee members at least three (3) business days before each meeting.
      3. The RPT Committee may invite other Directors, Officers and Management to attend any meeting.
      4. The RPT Committee Chairman shall preside at all meetings of the Committee. In case of the absence of the Chairman, the Vice Chairman, if one has been appointed, shall preside at the particular meeting. In the event that the Committee has no Vice Chairman, then the members present shall select from among themselves an Acting Chairman to preside at the said meeting.
      5. A quorum shall be present as long as an Independent Director is present. No business shall be transacted at any meeting unless a quorum is present.
      6. Voting on all RPT Committee resolutions shall be carried consistent with the Material Related Party Transaction Policy.
      7. The RPT Committee shall cause proper records of its proceedings to be kept. The members shall nominate the Committee Secretary who shall prepare and keep minutes of meetings and other proceedings and circulate the same to the RPT Committee members for approval.
      8. The RPT Committee may make further rules of procedures or amend the same from time to time as the Committee deems fit.