|The Board has created an internal self-rating system that can measure the performance of the Board and Management in accordance with the criteria provided for in it Corporate Governance Manual.
The Board of Directors and its Senior Management has established and implemented this Manual on Corporate Governance in accordance with the SEC Revised Code of Corporate Governance. The rules embodied in this manual has been used as reference by the members of the Board and Management.
The following are the guidelines for the effective implementation of this Manual:
A. COMMUNICATION PROCESS
(1) The Manual shall be available for inspection by any stockholder of the Company at reasonable hours on business days.
(2) All directors, executives, and division and department heads of the Company are tasked to ensure the thorough dissemination and communication of the Manual to all employees and related parties and to enjoin compliance in the process.
(3) An adequate number of printed copies of this Manual must be reproduced by the Human Resources Department, or its equivalent, of the Company, with a minimum of at least one (1) hard copy of the Manual for every department.
B. TRAINING PROCESS
(1) If necessary, funds shall be allocated for the purposes of conducting an orientation program or workshop to operationalize this Manual
(2) A director shall, before assuming as such, be required to attend a seminar on corporate governance which shall be conducted by a duly recognized private or government institute.
C. MONITORING AND ASSESSMENT
(1) Each Committee shall report regularly to the Board of Directors.
(2) The Compliance Officer shall establish an evaluation system to determine and measure compliance with this Manual. Any violation thereof shall subject the responsible officer to employee to the penalty provided under Article 11 of the Manual.
(3) The establishment of such evaluation system, including the features thereof, shall be disclosed in the Company’s Annual Report (SEC Form 17-A). The adoption of such performance evaluation system must be covered by Board approval.
(4) This Manual shall be subject to annual review, unless the same frequency is amended by the Board.
(5) All business processes and practices being performed within any department or business unit of the Company that are not consistent with any portion of this Manual shall be revoked, unless upgraded to compliant extent.