PRINCIPLE 2: ESTABLISHING CLEAR ROLES AND

RESPONSIBILITIES OF THE BOARD

BOARD MEMBERS SHOULD
ACT ON A FULLY INFORMED
BASIS IN GOOD FAITH, WITH
DUE DILIGIENCE AND CARE IN

2.1 THE BEST INTEREST OF

COMAPNY ANF SHARE
HOLDERS
BOARD SHOULD OVERSEE THE
DEVELOPMENT OF AND

2.2 APPROVE COMPANY'S

BUSINESS AND STRATEGY AND
MONITOR IMPLEMENTATION

2.3
THE BOARD SHOULD BE HEADED
BY A COMPETENT AND QUALIFIED
CHAIRPERSON
BOARD SHOULD BE RESPONSIBLE
FOR ENSURING AND ADOPTING

2.4 AN EFFECTIVE SUCCESSION

PLANNING PROGRAM FOR
DIRECTORS TO ENSURE GROWTH
AND INCREASE IN SHARE
HOLDER'S VALUE

2.5 BOARD SHOULD ALIGN THE

REMUNERATION OF KEY OFFICERS
AND BOARD MEMBERS WITH THE
LONG TERM INTERESTS WITH THE
COMPANY.

2.6 BOARD SHOULD HAVE AND

DISCLOSE IN ITS MANUAL ON
CORPORATE GOVERNANCE AND
TRANSPARENT BOARD NOMINATON
FROM MINORITY.

2.7 BOARD HAVE THE RESPONSIBILITY

IN ENSURING THAT THERE IS A
GROUP WIDE POLICY GOVERNING
RPT'S AND OTHER UNUSUAL OR
INFREQUENT OCCURING
TRANSACTIONS.

2.8
BOARD SHOULD BE PRIMARILY
RESPONSIBLE FOR APPROVING THE
SELECTION AND ASSESSING THE
PERFORMANCE OF MANAGEMENT LED BY
CEO AND IT'S CONTROL FUNCTIONS

BOARD SHOULD ESTABLISH AN

2.9 EFFECTIVE PERFORMANCE

MANAGEMENT FRAMEWORK THAT WILL
SET AT PAR WITH THE STANDARDS SET
BY THE BOARD AND SENIOR
MANAGEMENT.

2.10
BOARD SHOULD OVERSEE THAT AN
APPROPRIATE INTERNAL CONTROL
SYSTEM IS IN PLACE. BOARD SHOULD
ALSO APPROVE THE INTERNAL AUDIT
CHARTER

2.11 BOARD SHOULD OVERSEE THAT ERM

FRAMEWORK IS IN PLACE TO
EFFECTIVELY IDENTIFY, MONITOR,
ASSESS AND MANAGEKEY BUSINESS
RISK.

2.12 BOARD SHOULD HAVE A BOARD

CHARTER THAT FORMALIZES AND
CLEARLY STATES ITS ROLES
RESPONSIBILITIES AND
ACCOUNTABILITIES IN CARRYING OUT
ITS FUDICIARY DUTIES.

MUAJIER D. MINGA-AS