RESPONSIBILITY TO GOOD GOVERNANCE
(Article I.8, Manual of Corporate Governance)

1. A director’s office is one of trust and confidence. He should act in the best interest of the Corporation in a manner characterized by transparency, accountability and fairness. He should exercise leadership, prudence and integrity in directing the Corporation towards sustained progress over the long term.
   
   
2. Compliance with the principles of good governance shall start with the Board of Directors. It shall be the Board’s responsibility to foster the long-term success of the Corporation and secure its sustained competitiveness in the global environment in a manner consistent with its fiduciary responsibility, which it shall exercise in the best interest of the Corporation, its shareholders and other stakeholders.
   
   
3. To ensure good governance of the corporation, the Board should establish the vision and mission and strategic objectives and key policies and procedures for management of the Corporation, as well as the mechanism for monitoring and evaluating Management’s performance.
   
   
4. To the extent set forth above, the Board of Directors shall orient all its activities towards three general guidelines:
   
   
   • All actions taken by the Board are subject to the principle of legal permissibility. They must therefore not infringe on the appropriate provisions of Philippine law and the Corporation’s constitutive documents.
   • All actions taken by the Board are subject to the principle of economic usefulness. They should accordingly contribute to increasing the value of the Company in a sustainable manner.
   • The Board should, when carrying out its duties, be aware of its duty as the governing body of a publicly listed Company.
   
   
   
5. The Board shall ensure the presence and adequacy of internal control mechanisms for good governance. The minimum internal control mechanisms for the Board’s oversight responsibility include, but shall not be limited to:
   • Ensuring the presence of organizational and procedural controls, supported by an effective management information system and risk management reporting system;
   • Reviewing conflict-of-interest situations and providing appropriate remedial measures for the same;
   • Appointing a CEO with the appropriate ability, integrity, and experience to fill the role; and defining the duties and responsibilities of the CEO;
   • Reviewing proposed senior management appointments;
   • Ensuring the selection, appointment and retention of qualified and competent management; reviewing the Corporation’s personnel and human resources policies, compensation plan and the management succession plan;
   • Institutionalizing the internal audit function;
   • Ensuring the presence of, and regularly reviewing, the performance and quality of external audit.