1. PURPOSE

1.1       The Committee is established by the Board to assist it in fulfilling its corporate governance responsibilities.  The Committee oversees the Corporation's compliance with applicable corporate governance laws, rules, and regulations; the development and review of governance policies; the evaluation of the Board's performance; and the process for identifying and recommending nominees for the Board of Directors and key executive positions. 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 independent directors. The Chairperson shall be an independent 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 corporate governance principles, applicable laws and regulations, and the Corporation's governance framework.
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

4. DUTIES AND RESPONSIBILITIES

4.1       The Committee shall:

1. develop and recommend to the Board the Manual on Corporate Governance (the "MCG"), corporate governance policies, and governance frameworks, and review these periodically to ensure they remain current and effective;
2. review and oversee the implementation of the MCG and monitor the Corporation's compliance with applicable corporate governance rules and regulations issued by the SEC, the PSE, and other regulatory bodies;
3. oversee the annual performance evaluation of the Board as a whole, its committees, and individual directors, and report the results to the Board;
4. recommend to the Board the policies on Board composition, diversity, and qualification standards for Board candidates, including criteria for the determination of independence;
5. identify, screen, and recommend to the Board nominees for election as directors, including independent directors, ensuring all candidates meet the minimum qualifications under the MCG, the SEC rules, and the PSE rules;
6. oversee the Corporation's director orientation program and continuing education and training for directors;
7. recommend to the Board the appropriate corporate governance disclosures required to be made to the SEC and the PSE;
8. monitor and provide oversight over the Corporation's Compliance Officer and the compliance function;
9. review and assess the adequacy of the Corporation's policies and practices on conflict of interest and other governance-related matters; and
10. 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.