PHILIPPINE SEVEN CORPORATION

Document No. PO-LCS-CSS-001

Revision No. 0
CORPORATE GOVERNANCE Effective Date
(CG) PROGRAM Sensitivity
CONFIDENTIAL
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1. OBJECTIVE(S):

This policy establishes the structure, policies and programs to implement the Manual of Corporate
Governance (CG) of the Corporation

2. AREAS AFFECTED:

2.1. Board of Directors

2.2. Chief Executive Officer
2.3. Corporate Officers
2.4. PSC Board Committees
2.4.1. Audit Committee
2.4.2. Nomination & Governance Committee
2.4.3. Compensation Committee
2.5. Executive Committee
2.6. Compliance Officer and/or Governance Office
2.7. All key Officers, Managers and Members of the Management of the Corporation

3. POLICY STATEMENT:

3.1. Philippine Seven Corporation (PSC) promulgated its revised Manual of Corporate Governance
as of July 29, 2010 and this may be revised as needed upon approval of the Chairman of the
Board. (The “CG Manual”)

3.2. Corporate Governance (CG) shall be defined as the framework of rules, systems and
processes in the Corporation that governs the performance by the Board of Directors and
Management of their respective duties and responsibilities to the stockholders. (CG Manual, Art.
1. (a))

3.3. The Board of Directors being responsible with the governance of the Corporation shall provide
an independent check on the Management of the Corporation in setting of policies for the
accomplishment of corporate objectives. (CG Manua,l Art. 3.)

3.4. Board of Directors shall be responsible in fostering the long-term success of the Corporation,
and sustaining its competitiveness and profitability in a manner consistent with corporate
objectives and the best interests of its stockholders. (CG Manua,l Art. 3. F.1)

3.5. A director’s office is one of trust and confidence and a director shall act in the best interest of
the Corporation in a manner characterized by transparency, accountability and fairness. (CG
Manual, Art. 3. G)

3.6. The Board of Directors, in complying with the principles of corporate governance, shall be
assisted by the 3 Board Committees. The Audit Committee, Compensation Committee and
Nomination & Governance Committee with specific functions as provided for in the CG Manual.
The composition and functions of each shall conform with CG Manual and existing laws and
regulations.

3.7. The Executive Committee shall exercise during intervals between Board meetings; all the
powers and functions vested in the Board, as well as act on specific matters as may be
delegated to it by the Board, except with respect to: (1) approval of any action for which
shareholders’ approval is also required; (2) the filling of vacancies in the Board; (3) the
 PHILIPPINE SEVEN CORPORATION

Document No. PO-LCS-CSS-001

Revision No. 0
CORPORATE GOVERNANCE Effective Date
(CG) PROGRAM Sensitivity
CONFIDENTIAL
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amendment or repeal of any resolution of the Board which by its express terms is not so
amendable or repealable. All matters passed and acted upon by the Executive Committee in
the exercise of its powers and functions as provided herein, shall have the same force and
effect for all intents and purposes, as if passed by the Board itself. The composition of the
executive committee shall conform with the PSC By-laws. (PSC By-laws Sec. 20 and Corporation
Code Sec. 35)

3.8. The Chief Executive Officer (CEO) shall be ultimately accountable for the Corporation’s
organizational and operational controls.

3.9. PSC shall implement the structures and policies under the CG Manual and shall formulate
programs to promote and institutionalize the same within the organization.

3.10. The Nomination and Governance (N&G) Committee shall oversee and assist in the
development of structures, policies and programs under PSC’s CG Manual and other relevant
laws.

3.11. The Compliance Officer and/or Governance Office shall directly report to the Chairman of the
Board and the Nomination and Governance Committee to monitor compliance by the
Corporation of its CG Manual, relevant laws, rules and regulations of regulatory agencies.

3.11.1. Any CG compliance concern shall be reported by the Compliance Officer and/or
Governance Office to the N&G Committee and/or the Chairman of the Board. The
N&G Committee shall recommend the imposition of appropriate action on responsible
parties and/or adoption of measures to prevent or address the same, subject to
further review and approval of the Board.

3.12. PSC shall pursue programs on corporate governance engineering, education and enforcement
to support PSC’s corporate governance framework, strategies and corporate objectives.

3.12.1. CG Engineering shall focus on:

a. CG policy development
b. CG policy review and enhancement
c. Regulatory compliance checklist
d. Collaboration with business units in the development and enhancement of
business policies and processes to ensure application and compliance with set
CG policies.

3.12.2. CG Education shall provide:

a. Trainings and seminars to Directors, Officers, Executives, Employees
b. Communication programs on corporate governance related laws, rules and
regulations and issuances in coordination with concerned business units or
groups through CG website, articles, publication
c. Advocacy and networking on best practices
d. Evaluate effectiveness of education and communication programs
e. Manage feedback mechanisms to provide recommendations to enhance
identified compliance gaps

3.12.3. CG Enforcement shall:

a. Track CG implementation through self-assessments and disclosure survey
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Document No. PO-LCS-CSS-001

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b. Assist business units in the application of CG rules to establish business policies

and processes
c. Oversee compliance in terms of CG policy education and communication
d. Interpret and application of CG rules.

Adoption of CG Policies

3.13. CG policies shall be submitted to the N&G Committee for review and approval and endorse to
the Chairman of the Board for approval.

3.14. The Compliance Officer and/or Governance Office shall be the custodian of all CG Policies of
the Corporation

Review of the CG Program

3.15. This policy shall be reviewed at least annually.

4. EXCEPTION(S):

Not applicable.

5. INTERFACE(S):

5.1. Attachment 1: PSC Corporate Governance Framework

5.2. Attachment 2: Governance and Compliance Program

Prepared by:
Compliance Officer: Evelyn S. Enriquez
Reviewed by: NOMINATION & GOVERNANCE COMMITTEE

DIANA PARDO-AGUILAR MICHAEL B. ZALAMEA VICENTE T. PATERNO

Approved by:
Chairman of the Board: Vicente T. Paterno

Reproduction of this document shall be considered UNCONTROLLED without the original controlled stamp and signature from the
Document Controller in blue ink.
 PHILIPPINE SEVEN CORPORATION

Document No. PO-LCS-CSS-001

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Attachment 1: PSC Corporate Governance Framework

 PHILIPPINE SEVEN CORPORATION

Document No. PO-LCS-CSS-001

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Attachment 2: Governance and Compliance Program