The Norms of Conduct defines a director as a leader who oversees the sustainability of the

Corporation through its transparency, accountability and fairness. It is observed that the director should
not have any conflicts of interest and that he devotes sufficient time to perform his responsibilities. Also,
he must be familiar with the regulatory requirements and the business trends of the Corporation. Lastly,
the director should secure classified information to unauthorized persons without authority of the Board.

The Board makes sure that the Corporation is managed properly. They are responsible in adopting
internal control mechanisms to oversee the Corporations performance. They are composed of members
who should attend its regular and special meetings. Accordingly, independent directors should often
attend the Board meetings. Their absence, however, will not affect the requirements to meet the quorum.
In addition, their attendance should still be monitored properly through a sworn certificate submitted to
the Commission on or before January 30.

Remuneration levels should be properly determined to retain competent directors and officers. Policies
and procedures may be established such that no director should participate in deciding on his
compensation. The annual reports of the Corporation should have a full disclosure of all compensation
paid to its directors and top four management officers during the preceding fiscal year. Furthermore, in
rare cases, the Commission may regulate the remuneration costs to its directors and officers.

Board Committees are created by the Board to maintain its good corporate governance. They are
comprised of the Nomination Committee, of which shall evaluate the nominated persons to the Board
whether or not they are qualified to replace the directors; Compensation and Remuneration Committee,
of which established policies and procedures for the compensation of its directors and officers; and the
Audit Committee, of which shall oversee everything in relation to the financial reporting process, audit
process, system of internal controls and compliance with the applicable laws and regulations.