1. PURPOSE

1.1       The Committee is established by the Board to assist it in developing and implementing a fair, competitive, and performance-linked compensation policy for the Corporation's directors and senior management that is aligned with the Corporation's long-term strategic objectives and the interests of its stockholders. The Committee is accountable to the Board for its performance.

2.  MEMBERSHIP AND QUALIFICATIONS

2.1       Composition. The Committee shall be composed of at least three (3) members of the Board, the majority of whom shall be non-executive directors. At least one (1) member shall be an independent director. The Chairperson shall be a non-executive director.
2.2       Qualifications. Each member shall have the qualifications and none of the disqualifications of a director as set out in the MCG. Members shall have relevant knowledge of human resources management, executive compensation practices, and applicable laws and regulations on compensation and remuneration.
2.3       Appointment. The Chairperson and members shall be appointed by a majority vote of the Board at the Organizational Board Meeting or, if there is a vacancy, during any Board meeting.  Membership shall be reviewed every year after election of the Board by the stockholders.
2.4       Resignation / Removal. A member's resignation shall become effective upon acceptance by the Board. The Chairperson or any member may be removed from office by action of the Board.

3. STRUCTURE AND OPERATIONS

3.1       Meetings. The Committee shall meet at least twice (2) per year or as often as circumstances require and at such other times and places as it considers appropriate. The Chairperson of the Committee, any Committee member, or the Corporate Secretary may call a meeting of the Committee.
3.2       Quorum. Attendance of at least a majority of all the Committee members shall constitute a quorum. The Committee shall act only on the affirmative vote of at least a majority of the members present at a meeting at which there is a quorum.
3.3       Chairperson. The Chairperson of the Committee shall preside in all meetings. In the absence of the Chairperson, the Committee members present shall elect one of their members to preside.
3.4       Secretary of the Meeting. The Corporation's Corporate Secretary shall be the secretary of the Committee.
3.5       Notice of the Meeting. A notice of each meeting setting out the date, time, venue, and agenda shall be sent to each member at least two (2) working days prior to the date of the meeting.
3.6       Record of Meetings. Full minutes of the proceedings and resolutions made during Committee meetings shall be kept by the Corporate Secretary. Notices, minutes, agenda, and materials presented during meetings shall be made available to any Committee member upon request.
3.7       Other Attendees. As necessary, the Committee may invite members of management or other persons to attend its meetings to provide relevant information or data.
3.8       Access to Resources. The Committee shall have full access to management, personnel, and records of the Corporation for the purpose of performing its duties. The Committee may also obtain external legal counsel or independent professional advice if it deems necessary.
3.9   Authority. The Committee shall have the authority to conduct or order an investigation into any matter within its scope of responsibility. All directors, officers, and employees are enjoined to cooperate as requested by the Committee.

4. DUTIES AND RESPONSIBILITIES

4.1       The Committee shall:

1. develop and recommend to the Board a formal, transparent, and performance-linked compensation policy for directors and senior management, designed to attract and retain talent while aligning compensation with the long-term interests of the Corporation and its stockholders;
2. review and recommend to the Board the overall remuneration framework for the Corporation's senior officers and key executives, including base salaries, performance-based bonuses, incentives, and other benefits;
3. review and recommend to the Board the fees, allowances, per diems, and other forms of compensation of non-executive directors, including independent directors;
4. oversee the implementation of the Corporation's compensation and benefit plans, including any equity compensation, stock option, or long-term incentive plans;
5. review the performance of senior management against established key performance indicators and recommend appropriate compensation adjustments based on performance;
6. ensure that the compensation policy and levels are competitive with industry standards and are consistent with the Corporation's financial performance and capacity;
7. review and approve the disclosure of director and executive compensation in the Corporation's annual report, proxy statement, and other required reports and disclosures with the SEC and the PSE; and
8. perform such other activities as the Board may assign from time to time.

5. REPORTING PROCESS

5.1       Report of Meetings Convened. The Chairperson of the Committee shall report to the Board on the decisions and recommendations made during each Committee meeting at the next scheduled Board meeting.
5.2       Other Reports. The Committee shall prepare such reports as may be required to document its activities.  Such reports shall be included in the annual report and other corporate disclosures as required by the SEC and/or the PSE.

6. PERFORMANCE EVALUATION

6.1       Periodic Assessment. The Committee shall assess its effectiveness periodically to ensure that its performance accords with best practice. Such assessment shall compare performance with the requirements of this Charter and the Manual on Corporate Governance.

6.2       Annual Review. This Charter shall be reviewed annually, updated as required, and copies shall be made available to any requesting party upon written request to the Corporate Secretary.

7. AMENDMENT

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