3) OTHER EXECUTIVE, NON‐EXECUTIVE AND INDEPENDENT DIRECTORS

(b) Roles, Accountabilities and Deliverables

Define and clarify the roles, accountabilities and deliverables of the Chairman and CEO.

Role

Chairman

The Chairman of the Board shall preside at all meetings of the Board of Directors and perform such other functions incident to his office or are properly required of him by the said Board of Directors.

Accountabilities The Chairman is accountable to the stockholders of Seafront Resources Corporation for the company’s success and profitability to enhance shareholders value. Deliverables The Chairman shall hold Regular Board Meetings that are scheduled and establish programs that will improve Corporate Governance Policies to sustain company’s success.

Chief Executive Officer

The President shall be the Chief Executive Officer of the Corporation; he shall preside at all meetings of stockholders and shall have general supervision of the affairs of the Corporation; shall sign all stock certificates and upon approval by the Board of Directors; all contracts and other instruments in behalf of the Corporation; shall make reports to the Directors and Stockholders; and shall perform all such other duties as are incident to his office or are properly required of him by the Board of Directors. Accountable to the Board of Directors and stockholders for the effective monitoring of the Company’s business.

Provide the Board with status reports of the Company during Board Meetings and to the stockholders through disclosures with the PSE and the SEC.

3) Explain how the board of directors plans for the succession of the CEO/Managing Director/President and the top key management positions?

The Board is still in the process of adopting a succession plan.

4) Other Executive, Non‐Executive and Independent Directors

Does the company have a policy of ensuring diversity of experience and background of directors in the board? Please explain.

Yes. The Company’s Revised Manual on Corporate Governance contains specific provision regarding qualifications of Executive, Non‐Executive, and Independent Directors.

Does it ensure that at least one non‐executive director has an experience in the sector or industry the company belongs to? Please explain.

There is no specific requirement that a non‐executive director has an experience in the industry the Company belongs to, but directors are required to have business experience and practical understanding of the business of the Corporation.

Define and clarify the roles, accountabilities and deliverables of the Executive, Non‐Executive and Independent Directors:

Role

Executive

An Executive Director is the one who is also the head of a department or unit of the Corporation or performs any work related to its operation. Particularly, the Executive Director is in charge of (1) the design, development, and implementation of strategic objectives, plans, policies, and procedures that will guide and direct the Company according to principles of good corporate governance; and (2) establishment of control mechanisms to ensure the Company’s day‐to‐day operations are monitored consistently and effectively.

Non‐Executive

A Non‐Executive Director is a Director who is not the head of a department or unit of the Corporation nor performs any work related to its operations. His or her roles are to(1) challenge constructively and contribute to the development of the Company’s strategic plans; (2) scrutinize the performance of management in meeting agreed goals and objectives; (3) ascertain hat financial controls and risk management systems are robust and effective; and (4) determine appropriate levels of remuneration of Executive Directors, play key roles in the appointment, removal, replacement, or crafting of succession plan of senior management.

Independent Director

The Independent Director: (1) bring an objective, outside perspective on the Company’s strategy and/or control measures; (2) contributes skills and expertise that may not be available within the Company; (3) ensure objective policies on hiring and promotions in the Company; and (4) act as the balancing element between the directors and senior management.

Accountabilities

Accountable to the stockholders of the Company. Deliverables Implementation of Company’s strategic plans to attain long term success and consistent profitability to increase shareholders value. Establishment of control measures that will ensure the Company’s operations are in accordance with good governance practice. Establish policies and procedures that allow new and independent ideas for the improvement of the Company.

Provide the company’s definition of "independence" and describe the company’s compliance to the definition.

An independent director shall hold no interests or relationships with the Company that may hinder his/her independence from the Corporation or Management which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. To ensure compliance with the definition, nominees for independent directors accomplish and submit a Nomination Acceptance Form (NAF) prior to their election as such. The NAF provides a list of qualifications for regular directorship and for independent directorship.

Does the company have a term limit of five consecutive years for independent directors? If after two years, the company wishes to bring back an independent director who had served for five years, does it limit the term for no more than four additional years? Please explain.

The Company observes the term limitation for its Independent Directors, including the two‐year cooling off period after serving five consecutive years as such. After serving as independent Director for ten years, he or she is perpetually barred from being elected as such. These are stated in the Nomination Acceptance Forms accomplished by the directors prior to their election.