THE BOARD OF DIRECTORS

1. Powers – The Board of Directors shall exercise the corporate powers and conduct the business of the Corporation, subject to the restrictions imposed by law or by the Articles of Incorporation and the By-Laws of the Corporation.

2. Number, Tenure and Qualifications – The Board of Directors shall be composed of nine (9) members, at least two (2) of whom shall be independent directors. The directors shall be elected at the annual stockholders’ meeting and their term of office shall be one (1) year and until their successors shall have been elected at the next annual stockholders’ meeting and have qualified in accordance with these By-laws and under pertinent laws and regulations of the Philippines.

To be eligible for nomination or election to the Board of Directors, the candidate must possess all the qualifications and none of the disqualifications enumerated in these By-laws and the Rules of the Corporation’s Nomination Committee, and must abide by the nomination process as stated therein.

An independent director is a director who, apart from his fees and shareholdings, is independent of management and free from any business or other relationship which could, or could reasonably be perceived to, materially interfere with his exercise of independent judgment in carrying out his responsibilities as a director, and includes, among other persons, one who:

1. is not or has not been an officer or employee of the Corporation, its subsidiaries or affiliates or related interests during the past three (3) years counted from the date of his election (other than as an independent director of any of the foregoing);
2. is not a director or officer of the related companies of the Corporation’s majority stockholders (other than as an independent director thereof);
3. is not a majority stockholder of the Corporation, any of its related companies, or of its majority stockholders;
4. is not a relative within the fourth degree of consanguinity or affinity, legitimate or common-law, of any director, officer or majority stockholder of the Corporation or any of its related companies;
5. is not acting as nominee or representative of any director or substantial stockholder of the Corporation, any of its related companies or any of its substantial stockholders;
6. is not retained, or within the last two (2) years has not been retained, as a professional adviser, consultant, agent or counsel of the Corporation, any of its related companies or any of its substantial stockholders, either in his personal capacity or through his firm, or has not engaged and does not engage in any transaction with the Corporation or with any of its related companies or with any of its substantial stockholders, whether by himself or with other persons, or through a firm of which he is a partner or a company of which he is a director or substantial stockholder, other than transactions which are conducted at arms-length and could not materially interfere with or influence the exercise of his judgment;
7. is not affiliated with or employed by or within the last three (3) years, has not been affiliated with or employed by the Corporation’s present or former external auditors or affiliates; and,
8. complies with all the qualifications required of an independent director and does not possess any of the disqualifications, and has not withheld nor suppressed any information material to his qualification or disqualification as an independent director.

When used in relation to the Corporation, “related company” means another company which is (i) its holding company; (ii) its subsidiary; or (iii) a subsidiary of its holding company; and “substantial stockholder” means any person who is directly or indirectly the beneficial owner of more than ten percent (10%) of any class of its equity security.

No person shall qualify or be eligible for nomination or election to the Board of Directors (i) if he is engaged in any business that competes with or is antagonistic to that of the Corporation or its subsidiaries, taking into consideration such factors as business and family relationships, provided that the Nomination Committee shall have sole discretion to determine whether such competition or antagonism exists; or (ii) if he is employed by any government agency or a government owned or controlled corporation; or (iii) if he has or had, by himself or on behalf of an entity he represents, instituted any action or has a pending suit against any of the Corporation’s directors or any stockholder who owns at least 10% of the total outstanding shares of the Corporation. Further, no person shall qualify or be eligible for election to the Board of Directors if his nomination is disapproved by at least fifty-one percent (51%) vote of the Board of Directors.

In addition, no person shall qualify or be eligible for nomination or election to the Board of Directors if he is suffering from any of the following grounds for permanent disqualification:

1. Conviction by final judgment or order of a competent judicial or administrative body of any crime that (i) involves moral turpitude or similar fraudulent acts or transgressions such as fraud, embezzlement, theft, estafa, counterfeiting, misappropriation, forgery, bribery, false affirmation, or perjury; (ii) involves the purchase or sale of securities, as defined in the Securities Regulation Code; (iii) arises out of the person's conduct as an underwriter, broker, dealer, investment adviser, principal, distributor, mutual fund dealer, futures commission merchant, commodity trading advisor, or floor broker; or (iv) arises out of his fiduciary relationship with a bank, quasi-bank, trust company, investment house or as an affiliated person of any of them. For purposes of this Section, “similar fraudulent acts or transgressions” shall be defined as anything calculated to deceive, including all acts, omissions and concealment involving a breach of legal or equitable duty, trust or confidence justly reposed, resulting in damage to another, or by which an undue advantage is taken of another;
2. Any person who, by reason of misconduct, after hearing, is permanently enjoined by a final judgment or order of the Securities and Exchange Commission (Commission), or any court of competent jurisdiction, or any administrative body which the Corporation is subject of, from: (i) acting as underwriter, broker, dealer, investment adviser, principal distributor, mutual fund dealer, futures commission merchant, commodity trading advisor, or floor broker; (ii) acting as director or officer of a bank, quasi-bank, trust company, investment house, investment company, or any corporation; (iii) engaging in or continuing any conduct or practice in any of the capacities mentioned in sub-paragraphs (i) and (ii) above, or willfully violating the laws governing securities and banking activities;

The disqualification shall also apply if such person is currently the subject of an order of the Commission, or any court, or any administrative body which the Corporation is subject of, denying, revoking or suspending any registration, license or permit issued to him under the Revised Corporation Code, Securities Regulation Code, or any other law administered by the Commission or Bangko Sentral ng Pilipinas (BSP), or under any rule or regulation issued by the Commission or BSP, or has otherwise been restrained to engage in any activity involving securities and banking; or such person is currently the subject of an effective order of a self-regulatory organization suspending or expelling him from membership, participation or association with a member or participant of the organization;

1. Convicted or adjudged by final judgment or order by a court or administrative body which the Corporation is subject of, of an offense punishable by imprisonment for a period exceeding six (6) years, or to have willfully violated, or willfully aided, abetted, counseled, induced or procured the violation of any provision of the Revised Corporation Code, Securities Regulation Code or any other law administered by the Commission or the BSP, committed within five (5) years prior to the date of election as director;
2. Any person earlier elected as an independent director who becomes an officer, employee or consultant of the Corporation;
3. Judicial declaration of bankruptcy or insolvency; and,
4. Final judgment or order of a foreign court or equivalent regulatory authority of acts, violations or misconduct similar to any of the acts, violations or misconduct enumerated in sub-paragraphs (a) to (e) above.

The following reasons shall also be considered by the Nomination Committee in evaluating the qualifications of all persons nominated to the Board and such other appointments which require Board approval:

1. Refusal to fully disclose the extent of his business interests as required under the Securities Regulation Code and its Implementing Rules and Regulations;
2. Absence or non-participation for whatever reason/s in more than fifty percent (50%) of all regular and special meetings of the Board during his incumbency, or any twelve (12) month period during the said incumbency, unless the absence is due to illness, death in the immediate family or serious accident;
3. Dismissal/termination for cause as director of any publicly-listed company, public company, registered issuer of securities and holder of a secondary license from the Commission;
4. Being under preventive suspension by the Corporation; and
5. If the beneficial equity ownership of an independent director in the Corporation or its subsidiaries and affiliates exceed two percent (2%) of its subscribed capital stock.

For the proper implementation of the provisions of this Section, all nominations for the election of directors by the stockholders shall be submitted in writing to the Nomination Committee through the Secretary at the Corporation’s principal place of business at least sixty (60) business days before the date of the stockholders’ meeting called for the purpose of electing directors, or at such earlier or later date that the Board of Directors may fix.

The decision of the Nomination Committee is final for purposes of the election.

3. Regular Meetings – The Board of Directors shall hold regular meetings at least once every quarter, at such time, place, within or outside the Philippines, and in such manner as the Board of Directors may set. The Board of Directors may, however, change the dates and frequency of such regular meetings.

4. Special Meetings – Special meetings of the Board of Directors may be called by the Chairman of the Board, or by the President, or by the majority of the Board of Directors, and shall be held on such date, at such time and place, and in such manner as the directors or officers calling for a special meeting may determine.

5. Notices of Meetings – Notices of Board Meetings shall be in writing and given at least two (2) business days before the date of the meeting by delivery, fax or electronic mail to each director, or by other means of written or printed communication generally accepted and used by the business community as at present available or as may be made available through technical advances or innovations in the future. The notice shall state the date, time and place of the meeting, including the manner in which the meeting will be conducted, and if a special meeting, the purpose for which the meeting is called.

6. Quorum – A majority of the number of directors fixed by these By-Laws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the decision of a majority of the quorum duly assembled as a Board shall be valid as a corporate act, except in the election of officers which requires the vote of the majority of all the directors. For meetings of the Board of Directors conducted through remote communication as provided in Section 11 of this Article III, a director who participates through remote communication shall be deemed present for the purpose of attaining quorum.

7. Order of Business – The order of business of the meetings of the Board of Directors shall, as far as practicable, be as follows:

1. Call to order
2. Secretary’s proof of due notice of the meeting and Determination of quorum
3. Approval of minutes of previous meeting
4. Reports
   1. Financial Statements
   2. Other reports as may be required by the Board
5. Unfinished business
6. New business
7. Other Matters
8. Adjournment.

8. Minutes – Minutes of all meetings of the Board of Directors shall be kept and preserved as a record of the business transacted at such meetings. The minutes shall indicate the date, time, place of the meeting, and the manner in which the meeting was conducted. Upon demand of any director, the time any director joined or left the meeting, the yeas and nays taken on motion or proposition and a record thereof, or the protest of any director on any action or proposed action, may be noted in the minutes.

9. Vacancies – Any vacancy in the Board of Directors, except by removal or expiration of the term, may be filled by the majority vote of all remaining members, if still constituting a quorum. If the vote of the remaining members shall result in a tie, the vote of the Chairman of the Board shall carry to break the tie. A director elected to fill such vacancy shall be elected for the unexpired term of his predecessor in office.

Any vacancy in the Board of Directors by reason of removal or increase in the number of directors constituting the Board of Directors shall be filled by election at a regular or special meeting of the stockholders called for that purpose.

10. Compensation – The Board of Directors is empowered and authorized to fix and determine the compensation of its members, including profit-sharing and other incentives, subject to the limitations imposed by law.

Any changes approved by the incumbent Board of Directors to the compensation of its members shall only be effective at the succeeding term of the next elected Board of Directors.

11. Conduct of Meetings – Meetings of the Board of Directors shall be presided by the Chairman of the Board, or in his absence, the President, or if none of the foregoing is in office and present and acting, by any other director chosen by the Board of Directors. The Secretary shall act as secretary of every meeting; if not present, the chairman of the meeting shall appoint a secretary of the meeting.

Directors who cannot physically attend or vote at the meeting of the Board of Directors can participate and vote through remote communication or other alternative modes of communication that allow reasonable opportunities for them to participate as allowed by applicable laws and regulations. For this purpose, internal procedures shall be implemented by the Board of Directors to address administrative, technical, and logistical issues.

The director participating in the meeting through remote communication may cast his vote through electronic mail, messaging service or such other manner as may be provided in internal procedures of the Corporation and allowed by applicable laws and regulations. The vote shall be sent to the Presiding Officer or the Secretary of the meeting for notation.