Corporate Governance Principles

Enforcement

Directors and Executives

A director’s office is one of trust and confidence.  A director shall act in the best interest of the Company in a manner characterized by transparency, accountability and fairness.  He shall also exercise leadership, prudence and integrity in directing the Company towards sustained progress.

(Source: Article 3, Revised Manual on Corporate Governance (2014.07.02))

Corporate Governance Committee

It shall review and evaluate the qualifications of and shortlist all persons nominated to the Board and other appointments that require Board approval.

It shall assess the effectiveness of the Board's processes and pro-cedures in the election or replacement of directors.

(Source: Article 3, Revised Manual on Corporate Governance (2014.07.02))

Human Capital and Organization Management

Review of existing Human Resources Development or Personnel Handbook to strengthen provisions on conflict of interest, salaries and benefits policies, promotion and career advancement directives and compliance of personnel concerned with all statutory requirements that must be met periodically in their respective posts;

(Source: Article 3, Revised Manual on Corporate Governance (2014.07.02))

Internal Audit

Assist the Board in the performance of its oversight responsibility for the financial reporting process, system of internal control, audit process, and monitoring of compliance with applicable laws, rules and regulations;

Provide oversight over Management’s activities in managing credit, market, liquidity, operational, legal and other risks of the Company. This function shall include regular receipt from Management of information on risk exposures and risk management activities;

Review the risk management infrastructure and culture to ensure that the relevant activities are aligned with the overall goals and strategies of the Company;

Perform oversight functions over the Company’s internal and external auditors.  It shall ensure that the internal and external auditors act independently from each other and that both auditors are given unrestricted access to all records, properties and personnel to enable them to perform their respective audit functions;

Review the annual internal audit plan to ensure its conformity with the objectives of the Company. The plan shall include the audit scope, resources and budget necessary to implement it;

Prior to the commencement of the audit, discuss with the external auditor the nature, scope and expenses of the audit, and ensure proper coordination if more than one (1) audit firm is involved in the activity to secure proper coverage and minimize duplication of efforts;

Organize an internal audit department, and consider the appointment of an independent internal auditor and the terms and conditions of his engagement and removal;

Monitor and evaluate the adequacy and effectiveness of the Company’s internal control system, including financial reporting control and information technology security;

Review the reports submitted by the internal and external auditors;

Review the quarterly, half-year and annual financial statements before their submission to the Board, with particular focus on the following matters:

A.    Any change/s in accounting policies and practices;

B.    Major judgmental areas;

C.    Significant adjustments resulting from the audit;

D.    Going concern assumptions;

E.    Compliance with accounting standards; and

Compliance with tax, legal and regulatory requirements.

Coordinate, monitor and facilitate compliance with laws, rules and regulations;

Evaluate and determine the non-audit work, if any, of the external auditor, and review periodically the non-audit fees paid to the external auditor in relation to their significance to the total annual income of the external auditor and to the Company’s overall consultancy expenses. The Committee shall disallow any non-audit work that will conflict with his duties as an external auditor or may pose a threat to his independence.  The non-audit work, if allowed, shall be disclosed in the Company’s annual report.

Establish and identify the reporting line of the Internal Auditor to enable him to properly fulfill his duties and responsibilities.  He shall functionally report directly to the Audit & Risk Committee.

Ensure that, in the performance of the work of the Internal Auditor, he shall be free from interference by outside parties.

(Source: Article 3, Revised Manual on Corporate Governance (2014.07.02))