1. PURPOSE

1.1       The Board is primarily responsible for the governance of the Corporation.  It exercises corporate powers, conducts all business, and controls all properties of the Corporation, subject to applicable law, the Corporation's Articles of Incorporation, By-Laws, and the Manual on Corporate Governance of the Corporation (the “MCG”). The Board is accountable to the stockholders for all actions taken and exercises collective wisdom and independent judgment in acting in the best interests of the Corporation and all its stakeholders.

2. COMPOSITION

2.1       Size. The Board shall be composed of seven (7) directors as prescribed in the Corporation's Articles of Incorporation. A majority of the Board shall be non-executive directors.
2.2       Independent Directors. At least three (3) of the members of the Board shall be independent directors, as that term is defined under applicable SEC rules and the MCG.  An independent director shall serve for a maximum cumulative term of nine (9) years.  After this period, an independent director may continue to serve only upon a meritorious justification and upon approval by the stockholders.
2.3       Appointment and Election. Directors are elected by the stockholders at the annual stockholders' meeting for a term of one (1) year until their successors are duly elected and qualified. Vacancies occurring during the year shall be filled by the Board subject to ratification by the stockholders at the next annual meeting.
2.4       Resignation / Removal. A director's resignation shall become effective upon acceptance by the Board. A director may be removed for cause by a vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock entitled to vote.

3. STRUCTURE AND OPERATIONS

3.1       Meetings. The Board shall hold at least six (6) regular meetings per year or as often as the business of the Corporation may require. The Chairman or any two (2) directors may call a special meeting of the Board.
3.2       Quorum. A majority of all members of the Board shall constitute a quorum for the transaction of corporate business. 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.
3.3       Chairman. The Chairman of the Board shall preside at all meetings of the Board.  In the absence of the Chairman, the directors present shall elect a presiding officer from among themselves.
3.4       Corporate Secretary. The Corporate Secretary shall be the secretary of the Board and shall be responsible for maintaining full and accurate minutes of the proceedings and resolutions of all Board meetings.
3.5       Notice of Meetings. Notice of each meeting, together with the agenda and relevant supporting materials, shall be provided to all directors at least three (3) working days prior to each scheduled meeting.
3.6       Board Committees. The Board may create committees and delegate to them certain functions as it deems appropriate.  Each committee shall be governed by a charter approved by the Board.  The Board retains full responsibility for all delegated functions.
3.7       Access to Information. Directors shall have full access to management, personnel, and records of the Corporation necessary for the performance of their duties.  The Board may, when necessary, obtain external legal counsel or independent professional advice at the expense of the Corporation.

4. ROLES AND RESPONSIBILITIES

4.1       The Board shall:

1. approve and monitor the implementation of the Corporation's strategic plans, major plans of action, annual budgets, and key business objectives;
2. oversee the adoption and implementation of sound governance practices, ethical standards, and compliance with applicable laws, regulations, and the MCG;
3. appoint, evaluate, and, when necessary, replace senior management, and fix their compensation in a fair and transparent manner;
4. ensure the integrity of the Corporation's financial reporting and the adequacy of its internal control systems;
5. approve material related party transactions, and significant investments, acquisitions, and disposals;
6. declare dividends in accordance with the Corporation's dividend policy and applicable law;
7. ensure that the rights and interests of all stockholders and other stakeholders are protected and taken into consideration;
8. promote a culture of transparency, accountability, and integrity throughout the organization;
9. oversee the Corporation's enterprise risk management framework and satisfy itself that appropriate controls and risk management systems are in place; and
10. perform such other functions as may be required by applicable laws and regulations.

5. REPORTING

5.1       The Board shall report to the stockholders at the annual stockholders' meeting on the Corporation's performance and the state of its governance.  The Board shall also cause the preparation and filing of all required reports and disclosures with the SEC and the Philippine Stock Exchange.

6. PERFORMANCE EVALUATION

6.1       The Board shall conduct an annual self-assessment of its performance, including that of its committees and individual directors, in accordance with the MCG. 
6.2       This Charter shall be reviewed at least once every three (3) years, or more frequently as circumstances may warrant, and any amendments shall be subject to approval by the Board.

7. TRAINING AND DEVELOPMENT OF DIRECTORS

7.1       Orientation Program. Upon election or appointment, each new director shall undergo an orientation program to be conducted or arranged by the Corporate Secretary. The orientation program shall cover, at minimum, the following: (a) the Corporation’s business, financial condition, and strategic direction; (b) the Board’s structure, policies, and governance framework, including the MCG; (c) the director’s fiduciary duties, legal obligations, and responsibilities under applicable laws and regulations; and (d) relevant industry developments and regulatory environment. The orientation shall be completed within sixty (60) days from the date of the director’s election or appointment.
7.2       Continuing Education. All directors shall participate in continuing education and professional development programs to keep abreast of material changes in relevant laws, regulations, corporate governance principles, industry developments, and other matters affecting the Corporation’s business. Each director is expected to attend at least one (1) relevant training, seminar, or conference per year on corporate governance, directorship, or a related discipline. Attendance at such programs shall be disclosed in the Corporation’s annual report and related governance disclosures, as required by applicable SEC rules.
7.3       Cost and Administration. The Corporation shall bear all reasonable costs associated with the orientation and continuing education programs of directors. The Corporate Secretary shall maintain records of all training and development activities completed by each director and shall report to the Board on director training compliance as part of the annual performance evaluation process.

8. AMENDMENT

8.1       This Charter shall not be amended, altered, or varied unless such amendment shall have been approved by a resolution of the Board.