Issuu

COVER SHEET

4 0 9 7 9 SEC Registration Number

E A F R

R E

N T

U R C E

R P

R A T

I olN

(Company's Full Name)

F L

T H

A D B P

A s

J M T

E N U E C

B U

R T

G A

L D I N G C E N

T E R

I T Y lnusinett

Address : No. Street CityiTown/Province)

637-2917

ARLAN P. PROFETA

(Company TelePhone Number)

(Contact Person)

[lj EE

Month

A C G

Month

DaY (Annual Meeting)

Day

(Fiscal Y ear)

{Secondary License Type,

If Applicable)

Amended Articles Number/Section

Dept. Requiring this Doc.

Total Amount of Bonowings

Domestic

Total No. of Stockholders

Foreign

To be accomplished by SEC Personnel concemed

File Number

LCU

Cashier

{r-

Remarks: Please use BLACK ink for scanning purposes'

t-"

..r S6qrtrf r rta

. I lrrii.Dlr \ ;ni\:l?#& f

rl.

c.1r D

BY' lBCEIVTE

tolu

mlf,vrlrot

ClI'II?t

SECURITIES AND EXCHANGE CO SEC FORM

- ACGR

ANNUAL CORPORATE GOVERNANCE REPORT

Report is Filed for the Year 20tG

Exact Name of Registrant as Specified in its Charter: SEAFRONT RESOURCES CORPORATION

Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig Address of Principal Office

7th

SEC

ldentification Number: 40979

City

Postal Code

BIR Tax

(SEC Use

5. I

1605

Only)

ndustry Classification Code

ldentification Number: 0fi)-194-455

(532) 637-2et7 lssue/s Telephone number, including area code

Negative. No change has been made from the last report. Former name or former address, if changed from the last report

a--:._'-'-

TABLE OF CONTENTS

BOARD OF DIRECTORS

Board rd, '^\ Composition of the Board (b) Directorship in Other Companies...............

.....................4 ..........5

lrl ..............,...7 Company.......... ,-, Shareholding in the Company.......... .....................7 2l CHATRMAN AND CEO......... 3) OTHER EXECUTTVE, NON-EXECUTTVE AND TNDEPENDENT DlRECTORS.............. .............8 ....................10 4l CHANGES lN THE BOARD OF D|RECrORS......... ..............11 5) ORTENTATION AND EDUCATION PROGRAM.......... coDE oF

BUSTNESS CONDUCT

ETH|CS....

CODE CODE...... 3) COMPLTANCE 4l RELATED PARTY TRANSACnONS........ Procedures....... '^\ Policies and Procedures....... rd, (b) Conflict of Interest... 5) FAM|LY, COMMERCIAL AND CONTRASTUAL RELAT!ONS..... 6) ALTERNATTVE DTSPUTE RESOLUTION..... 2l

DTSSEMINAT|ON OF

WlrH

ATTENDANCE. 1) SCHEDULE OF MEET|NGS..... 2l DETATLS OF ATTENDANCE OF D|RECTORS....... 3) SEPARATE MEETING OF NON-EXECUTIVE D1RECrORS......."...... 4l ACCESS TO rNFORMATION..........

BOARD MEETINGS &

6) D.

CHANGES lN EXISTING

PO11C1ES".............

MATTERS 1) REMUNERATTON PROCESS 2l REMUNERATTON POLICY AND STRUSTURE FOR D|RECIORS.............. 3) AGGREGATE REMUNERATION 4l sTocK RTGHTS, OPTIONS AND WARRANTS............ 5) REMUNERATTON OF MANAGEMENT

REMUNERATION

BOARD

COMM!rrEES..........

1) NUMBER OF MEMBERS, FUNCTIONS AND RESPONSIBILITIES.. 2l CoMMITTEE MEMBERS.......... 3) CHANGES lN COMMITTEE MEM8ERS.............. 4I WORK DONE AND ISSUES ABERESSED............ s) CoMMTTTEE PROGRAM..........

.......13 ........15 ............"......15

..".15 ..........".......15 .........."......15 ....".".......15

..............15 .........".......16 .........."..."...16

....................17 "...."....t7

....".........18 .....,..19 .....19 .....".".."....1e ....""."".....19 ..."".......20

......"..,.........20

......."2r .....21 ............",".27

............".......23 ....',...'..."..^-c23 ....."...."....24

RtsK MANAGEMENT

SYSTEM..

STATEMENT ON EFFECTIVENESS OF RISK MANAGEMENT

...................24

SYSTEM..

'*'T*,tlf,'l'Jlii3f:ll1:?il;;;;;;,;;il;ffi;;ffiilffi;^;::::::::::::: 2l

..".............24

:-*:

1',,

TNTERNAL AU DrT

(a) Role, Scope and Internal Audit Function. (b) Appointment/Removal of Internal Auditor. (c) Reporting Relationship with the Audit Committee.............. (d) Resignation, Re-assignment and Reasons.......... (e) Progress against Plans, lssues, Findings and

Trends............... Audit Control Policies and Procedures....... Mechanisms and Safeguards............... Examination

(f) (e)

.........,.27 ......27

...........'27 .................27 ...............28 ........29 ................29

r*-*--

BOARD MATTERS r.)

Board of Directors

(a) Composition

of the Board

Complete the table with information on the Board of Directors:

Helen Y. Dee

Milagros V. Reyes

NED

N.A.*

N.A.T

Arturo B. MaulionNo Relation Arturo B. Maulion-

March

May 19, 2015

19,

2002 Eoh

May 19,2015

N.A.*

Arturo B. MaulionNo Relation

Nicasio l. Alcantara

N.A.*

Arturo B. MaulionNo Relation

Yvonne S. Yuchengco

MedelT. Nera

Albert

S. Yuchengco

Reynaldo B. Vea

Ernestine Carmen Jo D.

NED

N.A.*

NED

N.A.T

NED

N.A.*

th IU

Villareal-Fernando

N.A.'i

Arturo B. MaulionNo Relation Arturo B. Maulion-

12 years

14 years

Annual

2000

Meetine

No Relation Perry Y. Uy

s-19-2015 Annual Meetins 5-19-2016

Sept.

May 19, 2015

26,

01, 1995

7 years

Meetine

2007

August

5-19-2016 Annual

May 19,20t61 5 years

5-19-2016 Annual

14 years

Meetins

July 25, 2007

May 19,2016

5-19-2015

7 years

May

May 19,2015

Annual Meeting 5-19-2016 Annual Meeting

4 years

No Relation

2077

Arturo B. Maulion-

June

No Relation

1996

Arturo B. Maulion-

May

No Relation

2010

Arturo B. Maulion-

May

No Relation

2012

May 19, 2015

May L9,20L6

Meetine s-19-2016

18 years

5 years

Annual

ZU'

10,

5-19-2016 Annual

Meetine May 19, 20751 4 years

5-19-2016 Annual

3 years

Meetine

*None of the Directors is nomlnee ofany prlnclpal

(b) Provide a brief summary of the corporate governance policy that the board of directors has adopted. Please emphasize the policy/ies relative to the treatment of all shareholders, respect for the rights of minority shareholders and ofother stakeholders, disclosure duties, and board responsibilities.

._----

The Board of Directors believe that good corporate governance is a necessary component ot sound strategic --business .management-and, pursuant to such belie6adopted corporate governance policies that ensure the equitable treatment of all stakeholders. These policies are stated intheCompany's Revised Manualon Corporate Governance (the "Manual") duly submitted to the Commission on February 28, 2o7! as well as in the Code of Ethics the Company adopted in 2010. (Please refer to Company's website: www.seafrontresources.com.ph)

Boa

rd R espo

nsi

bililies

it is stated that the Board is primarily responsible for the governance of the Corporation" setting the policies for the accomplishment of the corporate objectives, it shall provide an independent check on Management. lt is the Board's responsibility to foster the long-term success of the Corporation and secure its sustained competitiveness and profitability in a manner consistent with its corporate Under the Manual,

Corollary

objectives and the best interest of its stockholders. The Board should formulate the Corporation's vision, mission, strategic objectives, policies and procedures that shall guide its activities, including the means to effectively

monitor Management's performance. Treatment of Shareholders The Board shall respect the rights of the stockholders as provided for in the Corporation Code, namely their: voting rights, power inspection, right to information, right to dividends, appraisal right, and adoption of grievance procedure. Disclosure Duties The Company shall provide timely, accurate, consistent, complete and fair disclosure of material information to enable investors to make informed and orderly market decisions. Material information refers to anything that could potentially affect the Company's share price including earning results, acquisition and disposal of assets, changes in the composition of the Board, related party transactions, shareholdings of directors, and changes to ownership. Other information that shall always be disclosed includes remuneration (including stock options), corporate strategy, and off-balance sheet transactions. Commitments to principal stakeholders The following commitments to principal stakeholders were lifted from the Company's Code of Ethics: Customers

o o o

To create, develop, and sustain fair and long-lasting relationships with our customers. To understand our customers' business objectives and appreciate their unique needs in order to respond to them in a timely, effective, and satisfactory manner. To deliver high-quality products and services in accordance with agreed specifications and expectations"

Employees

To develop and maintain a safe, healthy, challenging, rewarding, participative, and fair working environment for all our people.

To utilize the futl talents and expertise of our people through effective selection, mentoring,

and

development.

To offer career opportunities to qualified employees regardless of gender, belief, ethnic or regional origin, and physical condition.

Shareholders

o o _

To make business decisions whose overriding objective is to increase long-term shareholder value.

To maximize returns on investment by maintaining efficient and productive operations and

using

resources judiciously.

Suppliers

o o r

To create, develop and sustain mutually-beneficial and long-term relationships with our suppliers.

To engage suppliers who will promote efficiency and quality to the benefit of all parties. To work only with those suppliers whose principles, policies, and practices are compatible with our own.

The CommunitY, Nation, and SocietY

o (c)

participate To contribute positively to the growth and progress of communities where we operate and to in the efforts for national development. To operate in a manner that will support sustainability of the environment and natural resources.

How often does the Board review and approve the vision and mission?

The Board reviews its vision and mission statements as needed. (Please refer to Company's website: www.seafro ntreso u rces. co m. Ph ) {d) Directorship in Other ComPanies

(i)

Directorship in the Company's Groupi

ldentify, as and if applicable, the members of the company's Board director in other companies within its Group:

(ii)

of Directors who hold the office of

Directorship in Other Listed Companies

ldentify, as and if applicable, the members of the company's Board of Directors who are also directors of publicly-listed companies outside of its Group:

Helen Y. Dee

ED-Chairperson NED-Chairperson

Rizal Commercial Banking Corporation House of Investments, lnc.

National Reinsurance Corporation of the Philippines

NED-Chairperson

Phil. Long Distance Telephone Company

NED

Corporation lpeople, lnc.

NED

PetroEnergv Resources Corporation

NED-Chairperson

Philodrill Corporation

lndependent Director

PetroEnergy Resources Corporation

lpeople, lnc. National Reinsurance Corporation of the

NED

EEI

Nicasio l. Alcantara Milagros V. Reyes Yvonne

Yuchengco

NED

Philippines PetroEnergy Resou rces Corporation Rizal Commercial Banking Corporation Reynaldo B. Vea

N.A.

MedelT. Nera

House of lnvestments, lnc.

National Reinsurance Corporation of the

Philippines Rizal Commercial Banking Corporation

NED-Advisor ED-President & CEO

ID NED

The Group is composed of the parent, subsidiaries, associates and joint ventures of the company.

(iii) Relationship within the Company and its

Group

provide details, as and if applicable, of any relation among the members of the Board of Directors, which links them to significant shareholders in the company and/or in its group:

Chairman

Ms. Helen Y. Dee; Ms. Yvonne S. Yuchengco and Mr. Albert S. Yuchengco are siblings and are children of Ambassador Alfonso T.

Officer

Yuchengco.

Pan Malayan Management lnvestment,

Alfonso

Yvonne S. Yuchengco

lnc.

and Ambassador

T. Yuchengco is the and Chief Executive

(iv) Has the company set a limit on the number of board seats in other companies (publicly listed, ordinary and companies with secondary license) that an individual director or CEO may hold simultaneously? In particular,

is the limit of five board seats in other publicly listed companies imposed and observed? lf yes, briefly describe other guidelines:

Complete the following table on the members of the company's Board of Directors who directly and indirectly own shares in the company:

Chairman and CEO assume the role of Chairman of the Board of Directors and CEO? lf no, describe the checks and balances laid down to ensure that the Board gets the benefit of independent views.

(a) Do different persons

v.'J-/ rdenTiil- tfre

cfrlii

nrol*l

anA

cro:

tri1,#"fiifii.Eiii.ilrfi;:iil

Ms. Helen Y. Dee Ms. Milagros V. Reyes

(b)

Roles, Accountabilities and Deliverables

Define and clarify the roles, accountabilities and deliverables of the Chairman and CEo'

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.

The President shall be the

Chief Executive Officer of the Corporation; he meetings of shall preside stockholders and shall have general

at all

supervision

of the affairs of the sign all stock

Corporation; shall

certificates and upon approval by the Board of Directors; all contracts and

in behalf of the Corporation; shall make reports to the Directors and Stockholders; and shall

other instruments

perform all such other duties as are incident to his office or are properly required of him by the Board of Directors.

Accountabilities

The Chairman is accountable to the Accountable to the Board of Directors stockholders of Seafront Resources and stockholders for the effective Corporation for the company's success and tability to enhance shareholders value.

monitoring of the Company's business.

Board

Provide the Board with status reports of

Meetings that are scheduled and establish

the Company during Board Meetings and to the stockholders through

The Chairman shall hold Regular programs

that will improve Corporate to sustain company's

Governance Policies

disclosures with the

PSE

and the

SEC.

success.

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 Exe cutive, N o n -Exe

Revised

cutive,

Manual In

on Corporate

dep en de

Governance contains specific provision regarding quatifications of

D i rectors.

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 hos 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

Corporotion.

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

An Executive Director is the one who is also the head of a department or unit of the Corporation or

Non-Executive Director

is a Director who is not the head of a department or unit of the Corporation

performs any work related to its operation.

nor performs any work related to its operations.

Particularly, the Executive Director is in charge of (1) the design, development,

challenge constructively and contribute to the

and implementation of

development

procedures that will guide and direct the Company

performance

strategic objectives, plans, policies, and according

principles of

governance;

and

(2t

establishment of control mechanisms to ensure the Compa ny's day-to-day operations are monitored

consistently

and

His or her roles are to{1)

the Company's strategic plans; (2) scrutinize the

management

meeting

The lndependent 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 (a) act as the balancing

element between the directors and senior management.

agreed goals

and objectives; (3) ascertain hat financial controls and risk management systems

are robust and effective;

and (4)

determine

appropriate levels of

remuneration

Executive Directors, play key roles in the

effectively.

appointment,

removal,

replacement, or crafting of succession plan of senior management. Accountable to the stockholders of the Company'

Accountabilities

lmplementation

Company's strategic plans

to attain long success

and

term

consistent profitability increase shareholders value.

Establishment

control

measures that will ensure the Company's operations

are

accordance with

Establish policies and that allow new

procedures

and independent ideas for the improvement of the Company.

good governance practice.

provide the company's definition of "independence" and describe the company's compliance to the definition.

An independent director shatt 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 iudgment in carrying out the responsibitities of a directar. To ensure compliance with the definition, nominees for independent directors accomplish and submit a Nominotion Acceptance Form (NAF) prior to their election as such. The NAF provides a list of guolificotions for regular directorship and for independent directorship. Does the company have a term limit of five consecutive years for independent directors? lf 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

additionalyears? Please explain.

-.D

The Compony observes the term limitation for its Independent Directors, including the two-year cooling aff period ofter serving five consecutive years as suclt. After serving os independent Director for ten years, he ar she is perpetually barred prior to from being elected as such" These are stated in the Nomination Acceptance Forms accomplished by the directors

their election.

Changes in the Board of Directors (Executive, Non-Executive and lndependent Direetors)

(a) Resignation/DeathlRemoval Indicate any changes in the composition of the Board of Directors that happened during the period:

(b) SelectionlAppointment,

Re-election, Disqualification, Removal, Reinstatement and Suspension

Describe the procedures for the selection/appointment, re-election, disqualification, removal, reinstatement and suspension of the members of the Board of Directors. Provide details of the processes adopted (including the frequency of election) and the criteria employed in each procedure: ++if

(i)

Executive Directors

(ii) Non-Executive Directors

(iii) Independent Directors

i:I+-iffi

tciii

ari;a.o,itl'i

All Nomination shall be submitted

to and received at the

principal office of the Company addressed to the attention of the Corporate

Secretary. The Nomination Committee prior to the Stockholders' Meeting is conducting all Nomination of Directors; The Nomination Committee shall prepare a Final List of Candidates for the election

or qualification of the BOD is specified in Seafront's Revised Corporate Governance The criteria

Manual, Page

"Qualification

6. Section 4.4 of Directors".

Additional qualifications mandated

by the

SEC

are

deemed incorporated into the

Manual and are

observed

accordingly.

during the Stockholders' Meeting.

(i) Executive Directors

The Board, through recommendation of

the the will

(ii) Non-Executive Directors

Nomination Committee

(iii) Independent Directors

approved the re-appointment of the Director. I

(ii) Non-Executive Directors

(iii) lndependent Directors

(i) Executive Directors -- (ii) Non-Executive

Directors

Manual, Page "Qua lification

;lr,'..;i.:::,: t,r,rr, . ... .,1::

Section 4.4

,i:

1:,1:.;1

specified in the Seafront's Revised Manual of Corporate Governance specified in Page 6 Section 4.5.1

"Permanent Disqualification of

The Board, through recommendation of

The criteria for

the the

Nomii?tion Committee will

Direetors".

specified in the Seafront's Revised Manual of Corporate Governance specified in Page 6 Section 4.5.2

temporary

disqualification of the BOD are specified in Seafront's Revised Corporate Governance Manual,

approve the temporary disqualification of a director, Page 6. (iii) Independent Directors

of Directors"

tr+.llir;i.'ffiir',iiiii ii: l .rr, ii.'. f ,":1. ; ::::i;iitffl:..' rii$;,:".';r The criteria for permanent The Board, through the the disqualification of the BOD are recommendation of Nomination Committee will specified in Seafront's Revised approve the permanent Corporate Governance Manual, Page 6. Section 4.5.1 disqualifie ation of a director, ,

(i) Executive Directors

or qualification of the BOD is specified in Seafront's Revised Corporate Governance

The criteria

Section

4.5.2

"Temporary Disqualification of Directors"

i:ffiiffi;3 (i)

The Board, through recommendation of

Executive Directors

(ii) Non-Executive Directors

{iii} lndependent Directors

the the Nomination Committee will approve the removal of a director, specified in the Seafront's Revised Manual of Corporate Governance specified in Page 5 Section 4.5"1.

The criteria for

temPorary

disqualification of the BOD are specified in Seafront's Revised Corporate Governance Manual,

Page 5.

Section

4.5.L.

"Permanent Disqualification of Directors"

"Permanent Disqualification of Directors" Section 4.5.t.2 (a.b.c.)

(ii) Non-Executive Directors

The Board through the The criteria for the Rethe instatement of a Director are recommendation of Nomination Committee will specified in Seafront's Revised

(iii) lndependent Directors

approve the Re-instatement director

(i)

Executive Directors

Corporate Governance Manual,

Page 5.

Section

4.4

"Qualification of Director"

ffiEl,i.,.',

:,,.i.,i,',:,,,,',,

-,,

l,'.,:ti,';

itiit

(i) Executive Directors

The Board through the The criteria for the Rethe instatement of a Director are recommendation of

{ii) Non-Executive Directors

Nomination Committee

will

Suspension of a approve director , specified in Seafront's Corporate Governance Manual

the

(iii) Independent Directors

6 Section 4.5.2 "Temporary Disqualification"

page

specified in Seafront's Revised Corporate Governance Manual,

Page 5.

Section

4.5.2

"Temporary Qualification of Director"

Voting Result of the last Annual General Meeting ",#tl!!!i:!':l;iii:E:#:

99,637,617 or 6t.L27%

Milagros V. Reyes

99,637,5t7 or 5t.t27%

Perry Y. Uy

99,637,6L7 or 61.L27%

Albert S. Yuchengco

99,637,6L7 or 61.t27%

Yvonne

iijtirii+1.,:j,ffi'i'l.. ;:'''#

Helen Y. Dee

Yuchengco

99,637,6L7 or 6L.L27%

Nicasio l. Alcantara

99,637,6L7 or 6!.t27%

Reynaldo B. Vea

99,637,617 or 6L.t27%

MedelT. Nera

99,637,6t7 or 6L.L27%

Ernestine Carmen Jo D. Villareal-Fernando

99,637,6t7 or 67.127%

Orientation and Education Program

(a)

Disclose details of the company's orientation program for new directors, if any.

New directors are oriented to the Company's business through morc detailed prcsentotions during the new dircctors' Jirst Board meeting attendonce. The Company's business activities ond proiects ore presented in such o .-wdy thot new directors would be able to get somsense of whotthe Compony is dnd how it operates.

(bi

past State any in-house training and external courses attended by Directors and Senior Management2 for the three (3) years:

Helen Y. Dee

12 November 2015 05 September 2015

Risks, Opportunities, Assessments and

Management Inc.

Corporate Governance

22March20L4

Milagros V. Reyes

12 November 20L6 05 September 2015

SGV SGV

& Co. & Co.

Risks, Opportunities, Assessments and

Corporate Governance

22March20t4

Management Inc. SGV & Co. SGV

& Co.

Risks, Opportunities, Assessments and

Yvonne

Yuchengco

12 November 2016 05 September 2015 22 March20t4

Corporate Governance

Management lnc. SGV & Co. Risks, Opportunities, Assessments and Management Inc.

SGV & CO.

Perry Y. Uy

12 November 2015

Corporate Governance

MedelT. Nera

12 November 2076

Corporate Governance

Reynaldo B. Vea

12 November 2016

Corporate Governance

Ernestine Carmen Jo D. Villareal-Fernando

12 November 20L6

Corporate Governance

Risks, Opportunities, Assessments

and Management lnc. Risks, Opportunities, Assessments and Management Inc. Risks, Opportunities, Assessments and

Management lnc. Risks, Opportunities, Assessments

Nicasio l. Alcantara

09 December 20!6

Corporate Governance

and

Management lnc. Sarnuel V. Torres

(c)

22 November 2016

Corporate Governance

SEC-PSE Corporate Governance

Forum

Continuing education programs for directors: programs and seminars and roundtables attended during the year.

Helen Y. Dee

12 November 2016

Corporate Governance

Risks, Opportunities, Assessments and Management Inc.

12 November 2Ot6

Corporate Governance

Risks, Opportunities, Assessments and

Milagros V. Reyes

12 November 2At6

Corporate Governance

Risks, Opportunities, Assessments and Management Inc.

Corporate Governance Corporate Governance

Risks, Opportunities, Assessments and

Yvonne

Yuchengco

Perry Y. Uy

12 November 2016

Management lnc.

Management lnc. Risks, Opportunities, Assessments and Management Inc.

MedelT. Nera

12 November 20!6

Reynaldo B. Vea

12 November 2016

Corporate Governance

Risks, Opportunities, Assessments and Management Inc.

Ernestine Carmen Jo D. Villareal-Fernandc

12 November 2016

Corporate Governance

Risks, Opportunities, Assessments and

Corporatj.

Risks, Opportunities, Assessments and

Governance

Management lnc.

Nicasio l.-Alcdntdra

09 December 2016

Management lnc.

Senior Management refers to the CEO and other persons having authority and responsibility for planning, directing and eontrolling the activities of the company.

CODE OF BUSINESS CONDUCT

Discuss briefly

ETHICS

the company's policies on the following business conduct or ethics affecting directors,

senior

management and employees:

{a)

Conflict of lnterest

or apparent conflict of interest between private interests, including private interest of family members and close personal associates and friends, and the interests of the Company unless prior approval has been obtained from the appropriate approving authorities as prescribed by Company policies'

1. Directors, officers, and employees must avoid any actual

Any actual or apparent conflict of interest and any material transaction that could reasonably be expected to give rise to a conflict of interest must be immediately disclosed to the Head of Corporate and Legal Affairs. contribution of corporate funds or other corporate assets, directly or indirectly to, or in support of, any political party, candidate for public office, or any organization directly involved in partisan politieal activities is prohibited. The employees' right to support political

2. Any

candidates of their choice is allowed provided no partisan political activity will be done while performing official duties or while acting on behalf of the Company in any capacity. Any employee who may wish to pursue public office may be allowed to do so for as long as there would be no actual or apparent conflict of interest and all political activities related to this are done on personal time.

3. Employees must avoid any relationship, influence, or activity that might impair - or even appear to impair - their ability to make objective and fair decisions while performing their jobs. These situations may include employment with a competitor or potential competitor while employed by the Company; acceptance of gifts, payment or services from those seeking to do business with the Company; placement of business with a firm owned or controlled by the employee and his/her family or in which the employee has a financial interest; ownership of , ar substantial interest in, a company that is a competitor or a supplier; and acting as a consultant to a customer or supplier. 4. All business decisions and actions shall be for the Company's best interest and shall not be motivated by any personal consideration or be based on personal relationships that may interfere with the exercise of prudent and independent judgment.

in the Company shall not offer, pay, promise, or authorize payment directly or indirectly or give items of value to any other employee, officer, or director of the Company to obtain advantage or business for any company or person who may be related to the person who gave the favor.

5. Anyone

of company property, information, or position, or opportunities arising gain specifically acquiring an interest in any entity or activity personal from these for contrary to Company interests shail constitute conflict of interest. Directors, officers, and employees who may intend to use company assets for purposes not solely for the benefit of the Company must obtain prior approval from approving authorities duly designated by te Company policies. 1. Seafront shall not participate in, or be associated with, any agreements or transactions with competitors that illegally limit or restrict competition, misrepresent competitors or their products, or improperly obtain confidential information and/or trade secrets of competitors'

6. Taking advantage

(b)

Conduct of Business and Fair Dealings

shall be - no manipulation,. abusej privileged information,..-c_g_lcealment or misrepresentation of faets to gain undue advintage over customers, competitors, suppliers, or service providers.

2. T!,e1e-

3. professionalism, reasonable judgment, and prudence shall characterize customers, competitors, business associates, consultaq!s, suppliers and Se

all dealings with

of gifts Receipt from third parties

{c}

Seafront employees must avoid any relationship, influence, or activity that might impair - or even appear to impair - their ability to make objective and fair decisions while performing

jobs. These situations may include employment with a competitor or potential competitor while employed by the Company; acceptance of gifts, payment or services from those seeking to do business with the Company; placement of business with a firm owned or controlled by the employee and his/her family or in which the employee has a financial interest; ownership of, or substantial interest in, a company that is a competitor or a supplier; and acting as a consultant to a customer or supplier. 1. Compliance with the law is the minimum essential condition to the conduct of our business. All transactions and personal behaviors must conform with all applicable laws, rutes, and their

(d) Compliance with Laws & Regulations

regulations including prohibitions on insider trading. 2. Under no circumstances shall full compliance with all legal requirements be compromised. Business demands or market pressures shall not be used as reasons for circumventing the law or for outright violation of rules and regulations.

Respect for Trade Secrets/Use of Nonpublic lnformation

(e)

3. No officer or employee of the company shall accept.or give any form of bribe, facilitation payment, kickback, or any other type of improper payment to any pafi for any reason. Seafront's employees, officers and directors must maintain the confidentiality of confidential information entrusted to them by the Company or other companies, including suppliers and customers, except when disclosure is authorized by contract or legally mandated. Confidential information refers to any non-public information which, if disclosed to its customers, business associates, any other parties with whom the Company relates, or the general public, may erode the company's competitive advantage. Unauthorized disclosure of any confidential

information is prohibited.

{f) Use of

Company Funds, Assets and

lnformation

Seafront's intellectual property such as trademarks, patents, copyrights, brand names, software, trade secrets, and any other proprietary materials are valuable company assets and shall be protected at alltimes.

2. All Company resources including company time, supplies, software and hardware shall be used judiciously and only for legitimate business purposes. 3. Company assets shall be protected from theft, damage, neglect, carelessness, misuse, and loss.

of these rules shall be subject to appropriate administrative penalties and any employee, officer, or director found culpable may be further subjected to legal action to the full extent of the law. All Seafront's personnel policies are updated and always in accordance with all Employment and Labor Laws of the proper jurisdiction. 4. Violations

{e} Employment Labor Laws

& &

Policies

(h) Disciplinary

(i)

Whistle Blower

Disciplinary actions include "warnings" to "termination of emplOyment", depending on the incidents and after observance of due process in each case under the Company's Policies. The Management of Seafront shall protect the whistleblowers or those who report any violation of the provisions of the Code of Ethics from any form of retaliation from those who are accused or other parties, provided the reported violation is properly substantiated by facts or verifiable

Conflict Resolution

The Company Grievance Committee or Human Resource Department is responsible for the amicable resolution or settlement of conflicts between the Company, stockholders and

action

evidence.

emplovees.

Has

code of ethics or conduct been disseminated to all directors, senior management and employees? the ' a.dD-.-

{rrt

Yes.

Discuss how the company implements and monitors compliance with the code of ethics or conduct. The Company's department heods and unit or section supervisors qre responsible for enforcing the provisions of the code of ethics or conduct. The office of the Corporote ond Legot Affairs, under the guidonce of the Compliance Officer shott be overall responsible for the odministration and monitoring of complionce of this Code.

Related Party Tra nsactions

(a) Policies and Procedures Describe the company's policies and procedures for the review, approval or ratification, monitoring and recording of retated party transactions between and among the company and its parent, joint ventures, subsidiaries, associates, affiliates, substantial stockholders, officers and directors, including their spouses, children and

dependent siblings and parents and of interlocking director relationships of members of the Board.

(1) Parent Company 2) Joint Ventures

4) Entities Under Common Contrsl While there are currently no such transactions,

(5) Substantial Stockholders Officers i ncludi ng spouselchi dre n/si bl ingslpa re nts Directors i ncludi ng s pouse/chi ld renlsi bl i n gslpa re nts I

the Company adheres to the policy of "armslength" dealings.

8) Interlocking director relationship of Board of Directors

(b) Conflict of Interest

(i)

Directors/Officers and 5% or more Shareholders fdentify any actual or probable conflict of interest to which directors/officers/5% or more shareholders may be involved.

Name of Director/s

None

Name of Officer/s

None None

Name of Significant Shareholders

(ii)

Mechanism Describe the mechanism laid down to detect, determine and resolve any possible conflict of interest between the company and/or its group and their directors, officers and significant shareholders.

The Head of Corporate and Legal Affairs and the Compliance Officer is responsible for resolving possible conflicts of interest between the Company/group, directors, officers, significant

Family, Commercial and Contractual Relations

contractual or business nature that exists between they are known to the company: that extent the or more), to

(a) Indicate, if applicable, any relation of a family,t commercial, the holders of significant equity

(b)

Indicate,

15%

if applicable, any relation of a commercial,

contractual or business nature

that

exists between the

holders of significant equity (5% or more) and the company:

{c)

Indicate any shareholder agreements that may impact on the control, ownership and strategic direction of the company:

Alternative Dispute Resolution

Describe the alternative dispute resolution system adopted by the company for the last three (3) years in amicably settling conflicts or differences between the corporation and its stockholders, and the corporation and third parties, i

ncluding regulatory authorities.

& Third Parties

Corporation & Regulatory Authorities

The Head of Corporate and Legal Affairs and the Compliance Officer is responsible for resolving possible disputes of Corporation & Stockholders; Corporation & Third Parties and Corporation & Regulatory Authorities' There have been no known disputes for the last three years.

BOARD MEETINGS & ATTENDANCE

Are Board of Directors' meetings scheduled before or at the beginning of the year? Board meetings are normdlly scheduled prior to the start of the succeeding yeor. These are adiusted os needed prior to each of the scheduled meetings.

Family relationship up to the fourth civil degree either by consanguinity or affinity.

Attendance

Chairman

Member Member Member Member Member Member Independent lndependent

Directors

Helen Y. Dee Milagros V. Reyes Yvonne

Yuchengco

MedelT. Nera Reynaldo B. Vea

Albert

Yuchengco

Perry Y. Uy Nicasio l. Alcantara

Ernestine Carmen

Mav 19,2016 May 19, 20L6

L0a%

Mav 19, 2015 May 19, 2016

tag% 8333%

LA0%

May 19, 2016 May 19, 2016

t00%

May 19, 2016 May 19, 2015 May 19, 2016

83.33% s0%

L00%

83.33%

Villareal-Fernando

yes, Do non-executive directors have a separate meeting during the year without the presence of any executive? lf how manYtimes? None.

the minimum quorum requirement for Board decisions set at two-thirds of board members? Please explain'

No. The Conpdny follows the minimum requirements set by the C.orporotion Code ond that of the SEC.

Access to Information

(a)

How many days in advance are board papersa for board of directors meetings provided to the board? Copies ofthe Agendo lor the meetinq dre normally sent

(b)

least 7 to 70 ddys dheod oJthe scheduled meeting.

Do board members have independent access to Management and the Corporate Secretary?

fes,

(c)

preparinB State the policy of the role of the company secretary. Does such role include assisting the Chairman in statutory any relevant regarding updated the board agenda, facilitating training of directors, keeping directors and regulatory changes, etc.?

@rpomte Secretdry is responsible for the sqlekeeping dnd presevdtion of the integw of the minutes d the meetings of the Boord ds well ds the other officiol documents, records ond other information essentiol to the conduct ol his duties ond responsibilities to the Corporotion' The

Other duties lnclude the foltowing:

tnlorm the membe! of the Boord of the dgenda of the meetings ond ensure thdtthe members hdve before them occutote inJormation that will enable them to orrive dt dn intelligent decisions on ndtte6

thdt requi re thei r a P Ptovo l; He seyes ds an adviser of'the Bodrd, and dssist the Board in making business iudqment in goo*|aith ond in the petormance of their responsibilities and obligdtions; Workfdi y ond obiectively with \ootd, Mdnogement, ond stockholders;

Board papers consist of complete and adequate information about the matters to be taken in the board meeting. forecasts lnformation includes the background or explanation on matters brought before the Board, disclosures, budgets, and internalfinancial documents.

4. 5. 6.

Ensures thot ott Board procedures, rules and regulations are strictly followed by the members; Ensures complionce with the rules ond regulations of the government bodies such as SEC and PSE; Sends out memoranda to directors should there be ony significant statutory ond regulatory changes.

(d) ls the company secretary trained

in legal, accountancy or company secretarial practices?

Please explain should

the answer be in the negative. Yes.

(e)

Committee Procedures Disclose whether there is a procedure that Directors can avail of to enable them to get information necessary to be able

to prepare in advance for the meetings of different committees: rrro

Yes

l-l

Agenda are given in advance review and preparation.

to the Committee

members for their

External Advice

lndicate whether or not a procedure exists whereby directors can receive external advice and, if so, provide details:

The Company's Directors may request for the external advice, request will be coursed through the Chairman of the Board.

Company Director may request for the external advice as may be necessary. Such requests must state the purpose and cost ofthe external advice.

Change/s in existing policies

tndicate, if applicable, any change/s introduced by the Board of Directors (during its most recent term) on existing policies that may have an effect on the business of the company and the reason/s for the change:

REMUNERATION MATTERS

Remuneration Process Disclose the process used for determining the remuneration of the CEO and the four (4) most highly eompensated management officers:

(1) Fixed remuneration (2) Variable remuneration

(3) Per diem allowance

(5) Stock Options and

The CEO's Fixed Remuneration is determined by the Board of Directors and recommended by the Compensation and Remuneration Committee.

other financial instruments

The Fixed Remuneration of the top 4 highest paid management officers are based on their performance appraisals and are appraised by the CEO and Management.

{6) Others (specify)

Remuneration Policy and Structure for Executive and Non-Executive Direetors Diselose the company's policy on remuneration and the structure of its compensation package. Explain how the compensation of Executive and Non-Executive Directors is calculated.

Do stockholders have the opportunity to approve the decision on total remuneration (fees, allowances, benefits-inkind and other emoluments) of board of directors? Provide details for the last three (3) years.

total remuneration of the Board of Directors and Officers is disclosed in the Company's Definitive 20-lS submitted to all stockholders of record and who approve and ratify all acts and resolutions of the Board during the Annual Stockholders, Meetings. YES,

May 19, 20t6 May 26,2AL5 May 15,2O1,4

AggregateRemuneration Complete the following table on the aggregate remuneration accrued during the most recent year:

(e)

1) 2l 3)

Stock Options and/or other financial instruments

Advances

None

Credit granted

None

Pension Plan/s Contributions

None

Pension Plans, Obligations incurred

None

Life Insurance Premium

None

(f)

HospitalizationPlan

None

(e) (h)

Car Plan

None

Others (Specify)

None

(d) (e)

Stock Rights, Options and Warrants

(a)

Board of Directors

Complete the following table, on the members of the company's Board of Directors who own or are entitled to stock rights, options or warrants over the company's shares:

(b)

Amendments of Incentive Programs Indicate any amendments and discontinuation of any incentive programs introduced, including the criteria used in the creation of the program. Disclose whether these are subject to approval during the Annual Stockholders' Meeting:

5) -

Remuneration of Management

ldentify the five (5) members of management who are not at the same time executive directors and indicate the total rem uneration received d uring th e fi na ncial yea r:

Not Applicable - since Seafront is managed by PetroEnergy Resources Corporation

BOARD COMMITTEES

Number of Members, Functions and Responsibilities

provide details on the number

members

each committee,

its functions, key responsibilities and the

power/authority delegated to it by the Board:

Executive

N.A"

N.A.

N"A.

Yes

Audit

To act as an To assist the Board in oversight operating financial committee to of

To recommend external

oversee financial reporting,

reporting, internal external

auditor,

control,

internal audit

disclosure

audit, compliance

activities

with

lead

regulatory reouirements, etc.

Nomination

None*

To accept/ To act as an Pre-screen, disqualify electoral body shortlist nominees for nominations main with purpose of Director and for Directors, mgt senior senior evaluating

prospective

positions

management positions

Board members, senior officers of Companv Remuneration

None"

To act as policy

making body on remuneration of Directors, senior

formal, transparent

establish

policies

recommend compensation on

packages of

officers

remuneration of

Directors, senior officers

To oversee the system of limits,

To oversee develop

Directors, senior officers

Others (specify)Risk

Management

None*

authority

Company's

to management to

mgt program.

delegated ensure

and

the risk

To implement the Company's overall risk management program.

syslems are effective, etc. * - While these committees do not have separate charters, their composition, functions, key responsibilities and powers are stated in the Company's Revised Manual on Corporate Governance.

Committee Members {a}

Executive Committee

Audit Committee

Disclose the profile or qualifications of the Audit Committee members.

Mr. Nicasio l, Alcantaro, 74, Filipino, is formerly the Chairman of Petron Corporation, presently Choirman of the Board of Directors of Conat Corporation. He is o member of the Board of Directors of various companies such os: Alsons lnsurance Brokers Corp", Alsons Aquaculture Corporation; Alsons Corporation, Alsons Dev. & lnv't. Corp., Alsons Land Corporotion; Lima Land, lnc., C. Alcantara & Sons, Inc., Philodrill Corporation, BDO Private Bank, Site Group lnternotional Ltd., lndophil Resources NL, Atsing power Holdings, Inc., Southern Philippines Power Corp., Western Mindonao Power Corporation and Conal Holdings Corporation. and CEO of Mapua lnstitute of Technology since January 2000; President of Science, Malayan Colleges Laguna, lnc. He is the Chairman of Philippine Science High School Foundation, tnc. He is also a member of the Boord of Trustees of Yuchengco Center, De Lo Salle tJniversity ond Member of the (NRCP)' Board of Directors of phitippine-American Educotional Foundation, Nationo! Research Council of the Philippines phitippine Associotion of Colleges and tJniversities (PACIJ), Phitippine Futbright Association, tndustrial Research Foundation, Fil'

Dr, Reynoldo B. Vea, 65, Filipino, is the President Maloyan Higlt Scltoo!

Swedish M o ritim e Fou n dation, I nc, 67, Filipino, is the President and CEO of House of lnvestments, lnc. He is the Chairman of Fjrst Molayan Finonce, First Malayan Rental, Greyhounds Security and tnvestigation Agency, Hexogon Lounge, Southwestern Cement Corporotion. He is also the President of RCBC Realty Corporation, Honda Cars Kalookan ond Xamdu Motors' He is also a member of the Board of Directors of Rizat Commercial Banking Corporation, EEt Corporotion, iPeople, lnc., People eSerue Corp., EEt Realty, lnc., Blackhounds Security, Hi-Esai Pharmaceuticals, lnc., Molayan Colleges Laguna, lnc., Londev Corporation, Inc. He Sino Motors, lnvestment Monagers, tnc., YGC Corporote Services, tnc., RCBC Forex ond Manila Memorial Pork Cemetery,

Mr, Medel T. Nera, Leasing

ond

is olso an lndependent Director of National Reinsurance Corporation of the Philippines. Describe the Audit Committee's responsibility relotive to the external auditor. responsibte for the selection of the external ouditor to be contracted to conduct the review of the the Company so that the external auditor may express an opinion on whether the Company's financial accordance with Phitippine Finonciol Reporting Standards. The Audit Committee is also statements were prepared results of the oudit conducted by the externa! ouditor, to be submitted to the Board of Directors of the review the responsible

The Audit Committee financial stotements

for

for opproval ond submission to government regulatory agencies.

Nomination Committee

(b)

Remuneration Committee

Chairman (NED)

Member {NED) Member {lD}

(c)

Others (Specify)

May 19, 2015 Ernestine Carmen Jo D. VillarealFernando

May 19, 2015

Risk Management Committee

Provide the same information on all other committees constituted by the Board of Directors:

May 19,2015

Nicasio l. Alcantara

May 19, 2016

Member (NED) Member (NED)

Yvonne

May 19, 2016

S. Yuche

Changes in Committee Members

Indicate any changes in committee membership that occurred during the year and the reason for the changes:

N,A.

N.A.

Audit Nomination

NONE

N.A.

NONE

N.A.

Remuneration

NONE

N.A

Others (specify)- Risk Management

NONE

N.A

Executive

Work Done and lssues Addressed Describe the work done by each committee and the significant issues addressed during the year.

The Audit Com meets quarterly

review/

monitor the effectiveness/ adequacy of lnternal Control system + work plans. Pre-screens/shortlists all candidates nominated Director/Officers and ensure all their qualifications are in accordance with Corp. Gov. Manual and regulatory requirements. flrre Committee did not convene during the year

Others (specify) Risk

Ensured adequacy

internal strong control measures, compliance with all regulatory requirements

control systems, added

Certified that elected Board members and officers possessed qualifications required and stated in the Coroorate Governance Manual.

The Committee did not convene during the year.

Management

Committee Program

provide a list of programs that each committee plans to undertake to address relevant issues in the improvement or enforcement of effective governance for the coming year.

(1) Timely completion of scheduled work plans; and (2) implement appropriate controlq/stems

Adopt an Enterprise Risk Management System and

Others (specify)

Absence

of risk management

Risk Charter

RISK MANAGEMENT SYSTEM

Disclose the following:

(a)

Overall risk management philosophy of the company;

The Company's overall risk management philosophy is because preventing /osses and minimize the impact of losses when it occurs.

it is able to

develop appropriate strotegies

for

Accordingly, the Compony detegated said task to the Risk Management Committee which is composed of at least three (3) members of the Boord of Directors who shatl possess adequate knowledge ond expertise in dealing with Corporotion's risk exposu re. The said risk management committee shatt be responsible for assessing ond managing the various risks facing the Company white the Board ensures thot a system is in place; that the key risks are identified and transparent; that the system is robust, independent and futty atigned with the overall strategy; ond that the Company develops and supports a true risk management culture.

(b)

A statement that the directors have reviewed the effectiveness of the risk management system and commenting on the adequacy thereof;

The Company is still in the process of developing and odopting o risk monogement system.

(c)

Period covered by the review; A1

January 2015 to 37 December 2016.

(d) How often the risk management Once in ploce,

the

system is reviewed and the directors' criteria for assessing its effectiveness;

risk monagement system

will be reviewed as needed.

The Board's criteria for assessing the effectiveness of the system witl be based on the following: (7) Tolerote - if the company connot mitigate said risk, then the sqme may be tolerated, (2) Treot - if said risk can be reduced in o sensible way by identifying mitigating actions, then the seme will be implemented. (3) Transfer - if said risk con be tronsferred io onothei organizotion. (4) ferffi'tndte:7f-n;ia risk cannot be mitigated, then the course of actioniftbe doiiE is ta cancel soid project to avoid risk" Correlatively, the Company will assess risk on o scale of 7 to 4 with regard to the

tikelihood of risk materialization, and on a scale of 1to 3 with regard to their consequential impoct. Risks associated with business opportunities witt be assessed on a cose-by-case bosis. The Compony shall not engage in any undertaking that will ieopardize shareholder value.

(e)

Where no review was conducted during the year, an explanation why not.

The Company is still in the process of developing ond adopting a risk msnqgement system.

Risk Policy

(a)

Cornpany

Give a general description of the company's risk management policy, setting out and assessing the risk/s covered by the system (ranked according to priority), along with the objective behind the policy for each kind of risk: Once adopted, the Company's risk management policy will cover the following"

1. Project Risk

Risks arising company.

from a particular project of the

To gauge the efficiency of the company in implementing and finishing a particular project. This is part of good governance and management.

2. Investment Risk 3. Financial Risk

4. Operational and Compliance Risk 5. Strategic Risk

Risks arising

from various investment the

company undertakes Risks arising from various financial instruments comprising cash and cash equivalents, financial assets, account payables, expenses and the like

To gauge the management's appetite for investment within its industrv or outside of it. To fund the company's operations and capital

expenditures.

Internal/day-to-day risks

the company is Said risks are generally

To ensure that the management actions are

experiencing.

actua lly im plemented and effective.

External risks/exposures of the company. These

To gauge how the company will respond to

risks are usually beyond the control

the

these type of risk.

company.

(b) Group

Give a general description of the Group's risk management policy, setting out and assessing the risk/s covered by the system (ranked according to priority), along with the objective behind the policy for each kind of risk:

(c)

MinorityShareholders Indicate the principal risk of the exercise of controlling shareholders' voting power.

No risk as to the voting power of the controlling stockholders because the Company respects the minority shareholders' appraisal rights and pre-emptive rights.

ControlSystem Set Up

(a)

Company Briefly describe the control systems sglJp to assess, manage and control the main issue/s faced by.the coTgany: The Company is being managed by PetroEnergy Resources Corporotion (PERC); hence the Compony adopts control systems followed by PERC.

(b) Group

company: Briefly describe the control systems set up to assess, manage and control the main issue/s faced by the The Compony is

systems

(c)

being monoged by petroEnergy

followed by

Resources Corporation (PERC); hence the Company adopts

control

PERC.

Committee

ldentify the committee or any other body of corporate governance in charge of laying down and supervising these control mechanisms, and give details of its functions:

Audit processes shall be

accordance with the Internal

Perform oversight functions reports

internal/external audit

Auditine Standards

Risk management

Risk Management Committee

must be

sYstems

monitored/

Will adopt mitigating measures for risks events

minimize losses from

occurrences.

INTERNAL AUDIT AND CONTROL

Internal Control System Disclose the following information pertaining to the internal control system of the company:

(a)

Explain how the internal controlsystem is defined

forthe company;

at leost three (3) The Company,s intemal control system is delegoted to the Audit Committee, which is composed ol coordindtes commiftee soid others, Among oudit experience. members of the Bodrd of Directors with oppropriate oJ the work non-oudit determines ond it evaludtes regubtions; rules ond lows, monitos ond fdcilitotes comptiance

pe odicolly the non-audit fees poid thereto; morcover' it estdblishes and identifies the of the internol duditor to enoble him to prcperty fun his duties ond responsibilities, frce firom

extemal ouditor and rcview

repofting line

Audit intetfercnce by outside pafties. ln order to help the Audit Committee peform the dbove functions, the lntemal Audit to the the results reports ond intenol audit (Ht) conducts rcgutorly lnc. Oroip ol Uoise of tnvestments Committee.

(b)

whether they A statement that the directors have reviewed the effectiveness of the internal control system and consider them effective and adequate;

d welt-defined internol control system ond procedures os such, all the compdny's intemal oudit efiorts, For thk concerns ore monrtoted on d regulor basis to ensure timely execution of necessory intervention

The Company hds

purpose, the House

the lntemat Auditor deagoted by the Audit Committee, regularly rcport their findinq| qnd reammendations orc discussed with Monagement lor oppropriate

of lnvestments tnc.,

findings to the Audit:committee. A action. Manogement's compliance ore then reported in the next Audit committee meeting.

(c)

Period covered by the

review: January 01,

2015 to December 31, 2016

(d) How often internal

controls are reviewed and the directors' criteria for assessing the effectiveness of the internal

controlsystem; by House of The Company,s internal controls are regularly reviewed through the conduct of regulor internal audit measured are lnvestments tnc. (Hl). Review is conducted at least once o year or whenever necessqry. Effectiveness Pradice Professional the through established parameters. Hl conducts its audit bosed on Internotional Standords for of tnternatAuditing.

(e)

Where no review was conducted during the year, an explanation why not'

Not appticable os the some is reviewed once a year or when deemed necessary by the Baard,

lnternalAudit

(a) Role, Scope and lnternalAudit

Function

Give a general description of the role, scope of internal audit work and other details of the internal auditfunction.

Results of lnternal To conduct regular lA has oversight lnternal Audit Group Internal Audit Audit are reported of House internal audits on the duties over financial Functions are of to the Audit lnvestments Inc. Committee and are Company using reporting, risk outsourced management, internal lnternational headed by communicated to Standards for the control, external audit Management for Mr. Allan G. Galang all of activities Professional Practice proper action. departments, of lA subsidiaries of the Company (b)

Do the appointment and/or removal of the lnternal Auditor or the accounting /auditing firm or corporation to which the internal audit function is outsourced require the approval of the audit committee?

yes, the appointment/removat of an internal auditor needs the approval concurrence of the Board of Directors. (c)

of the Audit Committee with the

Discuss the internal auditor's reporting relationship with the audit committee. Does the internal auditor have direct and unfettered access to the board of directors and the audit committee and to all records,

properties and person nel?

Committee and has direct access to the Board and the Audit Committee. Access to documents are provided to the lnternol Auditor upon request. The

(d)

lnternal Auditor reports

to the Audit

Resignation, Re-assignment and Reasons

Disclose any resignation/s or re-assignment of the internal audit staff (including those employed by the thirdparty auditing firm) and the reason /sf or them.

Co.p.ny has no records/oecurrence of any resignations and/or reassignments of any of its internal audit staff.

(e) Progress

against Plans, lssues, Findings and Examination Trends

State the internal audit's progress against plans, significant issues, significant findings and examination trends.

Audit Plans for the succeeding year are presented to the Audit Committee for approval during the last Audit Committee Meeting of the present year. . The progress of GIA's plans is regularly presented to the Audit

Committee meetings.

tor

review/approval during

the quarterly

Committee

All material issues are reported to the Audit Committee in the quarterly meetings for their informbtion and appropriate disposition.

All material findings are reported to the Audit Committee in the quarterly meetings for their information and appropriate disposition.

All examination trends and non-compliance of recommendations

Auditees are reported to the Audit Committee in the quarterly meetings for their informition and appropriate disposition.

[The relationship omong progress, plans, issues and findings should be viewed as on internal control review cycle which involves the following step-by-step activities:

Preparation of an audit plan inclusive of a timeline and milestones;

Planning involves the establishment of risk-based plans to be able to determine the priorities for the internal audit activities. In this phase, the lnternal Auditor identifies and evaluates the risks to design the appropriate

audit procedures in validating the organization's existing controls and risk mitigation procedures, as represented by Management. Timelines are also discussed with Management to determine the period for the conduct of field work.

Conduct of exomination based on the plan;

During the Execution process the lnternal Auditor shall gather, identify, analyze, and evaluate sufficient evidential matters to validate the effectiveness of the controls and procedures designed by Management. The procedures will include, but not limited to the following: o o O

Review of available policies and procedures and other related documents; Observation of the process execution; Inspection and validation of supporting documents; and Inquiry and verification with the appropriate employee or officer.

Company's business processes and transactions, the internal Auditor shall employ acceptable sampling techniques in the selection of data needed to evaluate such processes and transactions. The review is not intended to detect fraud and/or irregularities. However, certain fraudulent transactions or irregularities may be discovered during the review. Any fraudulent transaction or irregularity shall be included in the final report.

In reviewing the

Evoluotion of the progress in the implementotion of the plan;

As part of the Reporting process, the lnternal Auditor will provide timely feedback on the status of the audit,

5 u

"lssues" are compliance matters that arise from adopting different interpretations. "Findings" are those with concrete basis under the company's policies and rules. 28

Documentation of issues and findings as a result of the examination;

Upon completion of the fieldwork, the Internal Auditor will discuss with Management initial findings and observations to obtain comments as well as provide any clarifications on said findings and observations. Thereafter, the Internal Auditor shall issue a formal report incorporating the formal response by Management.

Determinotion of the pervosive issues and findings ("examination trends") based on single year result a

nd/o r yea r-to-y

re s u

lts;

Part of the internal process is to perform a Follow-up Review on the status of the previous audit's recommendations. The review is performed to assess the timeliness of the execution of the implementation plans committed by Management. The foltow-up review is normally performed six (6) months after the issuance of the audit report or after the implementation date committed by Management.

Conduct

of the foregoing

procedures on

regulor basis.l

The Internal Audit is conduct regularly based on the lnternal Audit Plan for the succeeding year presented to the Audit Committee during the last Audit Committee meeting for the current year.

(f)

Audit Control Policies and Procedures

Disclose all internal audit controls, policies and procedures that have been established by the company and the result of an assessment as to whether the established controls, policies and procedures have been implemented under the column "lmplementation."

All internal audit controls, policies, procedures that were approved by the Management/Board must be documented and signed by authorized signatories and cascaded to concerned employees for compliance.

The Internal Auditor regularly monitors the implementation status of all previous audit

reports/recommendations. Results of the followthrough should be reported to the Audit Committee and communicated to Management for proper implementation if found not fully implemented.

(e)

IMPLEMENTED- For all approved new policies on internal audit controls, the Internal Auditor handled documentation, cascading of such to concerned

employees {i.e. employee accountability for governance, risk management, controls), and constant monitoring. IMPLEMENTED- The Internal Auditor regularly presents to the Audit Committee status reports on compliance/effectiveness of all approved internal control policies and recommendations to strengthen

control measures found ineffective. These likewise communicated

are

Management for proper

Mechanism and Safeguards

State the mechanism established by the company to safeguard the independence of the auditors, financial analysts, investment banks and rating agencies (example, restrictions on trading in the company's shares and imposition of internal approval procedures for these transactions, limitation on the non-audit services that an external auditor may provide to the company):

The "leDmpanfs*Revised

-Reports----of

financial

on Corporate analysts are mainly based on the Company's Governance and the Audit Committee Charter publicly available data, Manual

clearly define the scope of authority and access to

information of both internal and external

auditors in

the

such as disclosures

PSE

and SEC and those found

in the Company's own website. The Company does not influence or

Investment' banks ma,i#y

base their reports from documents submitted by the Company. These are normally verifiable from

other sources such as dise losures and other documents submitted to PSE and SEC. includins the

Reports of rating agencies are mainly based on the

Company's publicly available data, such as disclosures to PSE and SEC and those found in the Company's own website. The Company does not influence or 29

pertorrna

hei

The functions. appointment of both internal and external

auditors require the

endorsement of the Audit Committee. Any nonaudit engagement needs Audit Committee

endorsement.

interfere with

reports, unless these reports are based on inaccurate data. In such cases, efforts are made correct any

to inaccuracy

and

corrections are requested as are appropriate.

Company's own website.

The Company does not

influence

interfere

with reports, unless these

interfere

with

reports,

unless these reports are based on inaccurate data. In such cases, efforts are

case,

made to correct any inaccuracy and

corrections are requested as are appropriate.

are based on inaccurate

data, in which

The

Manual and the Charter will be referred to in case of any perceived violation of independence.

(h) State the officers (preferably the Chairman and the CEO) who will have to attest to the company's full compliance with the SEC Code of Corporate Governance. Such confirmation must state that all directors, officers and employees of the company have been given proper instruction on their respective duties as mandated by the Code and that internal mechanisms are in place to ensure that compliance. - The Chairman, the CEO, and the Compliance Officer.

H. ROLE OF STAKEHOLDERS a.

Disclose the company's policy and activities relative to the following:

Customers' welfare

o Supplier/contractor selection practice

To create, develop, and sustain fair and long-lasting relationships with customers.

To understand customers' business objectives and appreciate their unique needs in order to respond to them in a timely, effective, and

Company would have customers in the future.

satisfactory manner. To deliver high-quality products and services in accordance with agreed soecifications a nd exoectations. To create, develop and sustain

The

relationships with suppliers,

suppliers. Long-term

mutually-beneficial and long-term

o To

engage suppliers who will promote efficiency and quality to

None. The Company has no at the moment, but will observe these policies in case the customers

the benefit of all parties.

To work only with those suppliers

whose principles, policies,

Company normally solicits quotations from at least three relationships

with good suppliers are maintained, particula

rly with those that the

Company experienced good valueadded services.

and

practices are compatible with the

Environmentally friendly value-chain

Companv's own. To operate in a manner that will support sustainability of the environment and natural resources.

To contribute positively to the growth and progress of communities where we

Community interaction

Anti-corruption programmes and

operate and to participate in the efforts for national development. Code of Business Conduct & Ethics

riq.[!1_**_

None.

Reinforce integrity

as a

Company

Core Value

procedures? Safeguarding creditors'

None.

Code

of Business Conduct & Ethics

Transparency and equal treatment of -' ' all Company staheholders -.'

Does the cornpany have a separate corporate responsibility (CR) report/section or sustainability report/section? The Company hqs no seporate corporate responsibility report/section.

Performance-enhancing mechanisms for employee participation.

What are the company's policy for its employees' safety, health, and welfare? The Company adopted PetroEnergy Resources Corporation's policy relative to its employee's safety, health and welfare. Seafrant Resources Corporation is managed by PetroEnergy Resources Corporotion ond hos na employees of its own at the moment.

il.

Show data relating to health, safety and welfare of its employees.

Seofront Resources Corporation is monaged by PetroEnergy Resources Corporotion and hos no employees of its own now. 1il.

State the company's training and development programmes for its employees. Show the data.

Seafront Resources Corporation

managed by PetroEnergy Resources Corporation

and

has

employees

its

own atthe moment. tv.

State the company's reward/compensation policy that accounts for the performance of the company beyond short-term fi nancial measures Seafront Resources Corporation is monaged by PetroEnergy Resources Corporqtion and has no employees of its own atthe moment.

What are the company's procedures for handling complaints by employees concerning illegal (including corruption) and unethical behavior? Explain how employees are protected from retaliation.

Any illegal or unethical behovior should be reported to Head of Corporate and Legal Services who shall in turn immediately inform the Compliance Officer and the Compony's President. Thereafter, on investigation will be conducted and the said employee will have qn oppartunity to exploin his side.

Seafront Resources Corporation is managed by PetroEnergy Resources Corporotion and has no employees of its own at the moment. t.

DISCLOSURE AN D TRANSPARENCY

Ownership Structure (a) Holding 5% shareholding or more

Pan Malayan Management and Investment Co., Inc.

30,469,858 shares

Alsons Consolidated Res., lnc.

t5,444,gLt shares

cBc r/A-5cA#0010

L4,L78,625 shares

cBc r/A-scA#oo11

-10,2A4,L20 shares

Majority of the shares are owned and eontrolled bv the Yuch Majority of the shares are owned by the Alcantara group of companies. Trust Accounts with CBC as Trustee. The Corporate acts of CBC are carried out bv its BOD and Mana Trust Accounts with CBc-ai*Trustee. The Corporate acts of CBC are carried out by its BOD and Mana

Y. Uv - Treasurer Atty. Samuel V. Torres-

Attv. Arlan P. Profeta

Does the Annual Report disclose

the following:

Key risks

Yes

Corporate objectives

Yes

Financial performance ind icators

Yes

Non-financial performance indicators

Yes

Dividend policy

Yes

Details of whistle-blowing poliry

Yes

Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other rectorships of listed com pa nies) of directors/commissioners

Yes

Training and/or continuing education programme attended by each director/commissioner

Yes

Number of board of directors/commissioners meetings held during the year

Yes

Attendance details of each director/commlssioner in respect of meetings held

Yes

Details of remuneration of the CEO and each member of the board of directors/commissioners

Yes

Should the Annual Report not disclose any of the above, please indicate the reason for the non-disclosure.

External Auditor's fee

Medium of Com munication List down the mode/s of communication that the company is using for disseminating information.

1. 2. 3. 4. e.

Disclosures with the Securities and Exchange Commission and Philippine Stock Exchange, lnc. Company Web site Messengerial Publication using newspapers of general circulation

Date of release of audited financial repErt:

April 74,2077.

Company Website:

www.seaf rontresources.com. ph Does the company have a website disclosing up-to-date information about the following? Business operations

Yes

Financial statements/reports (current and prior years)

Yes

Materials provided in briefings to analysts and media

Yes

reholding structu re

Yes

Group corporate structu re

Yes

Downloadable annual report

Yes

Notice of AGM and/or EGM

Yes

Sha

company's constitution (company's by-laws, memorandum and articles of

Yes

association)

Should any of the foregoing information be not disclosed, please indicate the reason thereto.

Disclosure of RPT Related party relationship exists when one party has the ability to control, directly, or indirectly through one or more intermediaries, the other party or exercise significant influence over the other party in making financial and operating decisions. Such relationship also exists between and/or among entities, which are under common control with the reporting enterprises and its key management personnel, directors, or its shareholders. In considering each related party relationship, attention is directed to the substance of the relationship, and not merely the legal form.

The Company in its regular conduct of business has entered into the following transactions with retated parties consisting of reimbursement of expenses and management and accounting services agreements,

The Company's statements of financial position include the following amounts resulting from transactions with related parties:

20t6 Nature of transaction

Amount/ Outstanding Volume Balance

Terms

Conditions

Affiliate:

PERC

Reimbursements PtL,327 F-

Noninterest bearing, payable in 30

days

Unsecured

Accounting

HEDC

Services

267,857 25,000 P279,L84

-do-

Terms

Conditions

P25,000

20L5 Nature of transaction

Amount/ Outstanding Volume Balance

Reimbursements

Pr,$47 P3,836

Affiliate: PERC

HEDC

Accounting

Services

267,857 75,000 P277,504

Noninterest bearing, payable in 30

-do-

days

Unsecured

- do -

878,836

As of December 3t, 2OLG and 2015 the Company has Lt.33% investment in HEDC amounting to p134.35 million and P100.05 million, respectively, of which, subscription payable amounted to P12.35 million. The Company also holds

investment in

PERC as

of December 3L,2AL6 and 2015.

Terms and conditions of transactions with related parties Outstanding balances at year-end are unsecured, interest-free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. These mainly consist of advances and reimbursement of expenses. The Company has not recognized any impairment on amounts due from affiliated companies for the years ended December 3t,2OL6 and 2015. This assessment is undertaken each financial year through a review of the financial position of the related party and the market in which the related party operates.

When RPTs are involved, what processes are in place to address them in the manner that will safeguard the interest of the company and in particular of its minority shareholders and other stakeholders? Related Party transactions, should there be ony, ore done on an arms-length basis and are properly disclosed Aud ited

F i no n ci o

RIGHTS OF STOCKHOLDERS

Right to participate effectively in and vote in Annual/Special Stockholders' Meetings

(a)

the

I State m e nts.

Quorum Give details on the quorum required to convene the Annual/Special Stockholders' Meeting as set forth in its Bylaws. Majority or more than 50% of the outstanding shares entitled to vote, unless a greater majority is required under the Corporation Code and

(b)

System Used to Approve Corporate Acts Explain the system used to approve corporate acts.

Majority votes of the Board of Directors and the stockholders during the meeting by ,,VIVA

VOCE,,.

Corporate acts are presented to stockholders during the ASM Board of Directors Meeting and Regular Annual Stockholders' Meeting presented to stockholders during ASM for ratification, if there are no obiection rate aets are approved.

(c)

Stockholders' Rights List any Stockholders' Rights concerning Annual/Special Stockholders' Meeting that differ from those laid down in

the Corporation Code.

None. Under the Company's By-Laws, all Stockholders' Rights concerning Annual/Special Stockholders' Meeting are in accordance with the Corporation

Code.

Dividends

(d) Stockholders' L.

State,

rtici pation

if any, the measures adopted to promote stockholder participation in the Annua/special

Stockholders,

including the. procedure on how stockholders and other parties interested may communicate directly with the Chairman of the Board, individual directors or board committees" Include in the discussion the steps the Board has taken to solicit and understand the views or *'. rio.il;il;;r ; ;.ti;;;";;l;.r for puttings forward M.e.eti.n8,

proposals at stockholders'

meetings.

Stockholders are free

ask questions

Stockholders queries are alwayi addressed

Stockholders

Stockholders question are prioritized.

may ask for

clarification

State the company policy of asking shareholders to actively participate in corporate decisions regarding:

a. b. c. 3.

Amendments to the company's constitution. 2/3 votes of the stockholders is required for ratification Authorization of additional shares - 2/3 votes of the stockholders is required for ratification Transfer of all or substantially all assets, which in effect results in the sale of the company 2/3 votes of the stockholders is required for ratification

Does the company observe a minimum of 2! business days for giving out of notices to the AGM where items to be resolved by shareholders are taken up? No. The Company observes the at least 7i-business doy requirement of the SEC in sending out notices.

Date of sending out notices:

April 75,2076. Date of the Annual/Special Stockholders' Meeting;

May 79,2076

State, if any, questions and answers during the Annual/Special Stockholders' Meeting. No questions were raised during the Annual Stockholders' Meeting.

Result of Annual/Special Stockholders' Meeting's Resolutions

Approval of the Minutes of the Meeting of

99,637,617 or 6t.t27%

Approvalof Management Report and the

99,637,6t7 or 5Lj27%

Audited Financial Statements of 2015 Confirmation and Ratification of all acts,

99,637,617 ar 6L.t27%

contracts and investments made and

entered into by Management andfor

Board of Directors of the Company during the oeriod 25 Mav 2015 to 19 Mav 2015 e

etti

n-6f

re ctoiS- f or

20II6-20L7

Appointment of SGV & Co. as external auditors of the Companv for 2016

99,637,6t7 or 61,#7% 99,637,617 or 6L.727%

Date of publishing

of the result of the votes taken during the most recent AGM for all resolutions:

(e) Modifications State, if any, the modifications made in the Annual/Special Stockholders' Meeting regulations during the most recent year and the reason for such modification:

(f)

Stockholders'Attendance

(i)

Detaits of Attendance in the Annual/Special Stockholders' Meeting Held:

Directors: Ms. Helen Y. Dee

May 19, 20L6

2.L25%

59.0A2%

Mr. MedelT. Nera Ms.Yvonne S. Yuchengco Ms. Milagros V. Reyes (Pres.) Mr. Perry Y. Uy (Treasurer) Mr. Nicasio l. Alcantara

Atty. Ernestine D. VillarealFernando

Other Officers: Atty. SamuelV. Torres (Corporate Secretary) Atty. Arlan P. Profeta (Asst. Corporate Sec.

Does the company appoint an independent party (inspectors)

(i i)

to count and/or validate the votes at the

ASM/SSMs? As a generol rule, no, however, if voting is conducted via secret bollot, then the Stock Transfer Agent, who are normally in attendance, will validate and record the attendanee and the result of the ballot voting.

(iii)

the company's common shares carry one vote for one share?

Yes.

lf not, disclose and give reasons for any divergence to this standard. Where the company has more than one class of shares, describe the voting rights attached to eaeh class of shares. NA

te)

Proxy Voting Policies State the policies followed by the company regarding proxy voting in the Annual/Special Stockholders' Meeting.

Execution and acceptance of proxies

The proxy form must be dated, signed, and designates a person/s as proxy.

Notarization NOT required. Submission of Proxy

Must be filed with Corp. Sec. not later than 10 days prior to the date of the ASM. Several proxies are allowed.

(h)

Validity of Proxy

Valid only for the meeting intended for

Proxies executed abroad

Duly authenticated by the Philippine Embassy or Consular Office

Invalidated Proxy

Office of the Corp. Sec. is in charge of lnvalidated Proxy.

Validation of Proxy

Office of the Corp. Sec. is in charge of Validation of Proxy.

Violation of Proxy

Office of the Corp. Sec. is in charge of violation of Proxy.

Sending of Notices State the company's policies and procedure on the sending of notices of Annual/Special Stockholders' Meeting.

A written or printed notice of every regular or special meeting of the stockholders shall be sent at least 1-5 business days before the date of each meeting.

(i)

a written or printed notice of such meetings by mail, prepaid post to the last known office address of each stockholder as shown in the Company's stock transfer books at least 15 davs before the date of such meetins. The President/Corp, Sec. shall send

Definitive Information Statements and Management Report The Company through mail and messengerial services provides for all stockholders as of reeord date who are entitled to receive the Definitive lnformation. April 15, 20!6 24 business days before the annual

stockholders' meeting

- 24 business days before the annual stockholders' meeting April L5, 20t6

Hard copies of the Definitive Information Statements were distributed.

(j)

Does the Notice of Annual/Special Stockholders' Meeting include the following:

Each resolution

to be taken up deals with only one item.

Yes

Profiles of directors {at least age, qualification, date of first appointment, experience, and directorships in other listed companies) nominated for election/re-election.

Yes

The auditors to be appointed or re-appointed.

Yes

An explanation of the dividend policy, if any dividend is to be declared.

N.A.

The arnount payable for final dividends.

N.A.

Documents required for proxy vote.

Yes

Should any of the foregoing information be not disclosed, please indicate the reason thereto. The Cornpany has not declared dividends.

Treatment of Minority Stockholders

(a)

State the company's policies with respect to the treatment of minority stockholders.

Minority stockholders are treated equally and entitled to the same rights as majority stockholders, as stated under the Code of the Phils.

(b)

This policy is implemented consistently in the interest of fairness and good Corporate Governance.

Do minority stockholders have a right to nominate candidates for board of directors? Yes.

K. 1)

NVESTORS RELATIONS PROGRAM

Discuss the company's external and internal communications policies and how frequently they are reviewed. Disclose

who reviews and approves major company announcements. ldentify the committee with this responsibility, if it

has

been assigned to a committee. External communications ore mainly handled through the Company website and official press releoses through Odisy with the PSE. Major company announcements are reviewed ond approved by the President. lnternal communications o re d one th rou g h e mai I s/m e mo ra n da/a n no u nce me nts. 2l

Describe the company's investor relations program including its communications strategy to promote effective communication with its stockholders, other stakeholders and the public in general. Disclose the contact details (e.g. telephone, fax and email) of the officer responsible for investor relations.

To keep public investors well informed at alltimes. Transparency and fairness in all its dealings with any party.

{3) Modes of Communications (4) Investors Relations Officer

Company website, disclosures to SEC,

Atty. Arlan P. Profeta

PSE,

etc.

Assistant Compliance Officer Ms. Shirley E. Belarmino - Stock Transfer and Investor Relations Officer Tel. No.: (02l'637-29t7 / Fax No. (02) 634-6066

what are the company's rules and procedures governing the acquisition of corporate control in the capital markets, and extraordinary transactions such as mergers,ind satel of ,rurirniiaiportions of corporate assets? company consisten.tly to principles of transparency, fairness, -obiectivity when handling such motters (Through ' -J Company's disclosures-o!^h::: to pSE and SEC). Name of the independent party the board of directors of the company appointed to evaluate the fairness of the

transaction price.

Th1 com,nany. shalt

an independent audit of the company's financiat statements is conducted by an ,en:ur:,tha,t exterlal auditor selected by the company's Audit committee to mointain transporency of information onJiiia, oy

regulatory requirements aimed

at protecting investor interests

CORPORATE SOCIAL RESPONSIBILITY INTTIATIVES

Discuss any initiative undertaken or proposed to be undertaken by the company.

SRC's Corporate Social Responsibility (CSR)

f;cuses on

enhancing education

with petroEnergy Resources (PERC) to conduct a comprehensive

SRC collaborates Corporation

Select Primary Public SchoolTeachers in: Balete, Tarlac City

o o

Lourdes, Tarlac City

Teachers'Training Program for public school teachers. The Program is conducted in partnership with the Department of Education (DepEd) and the Malayan Colleges Laguna (MCL). lts' main goal is to promote multi-sectoral strategy to train teachers and improve their skills in classroom management.

The Program's theme "Empowering Teachers as Lifelong Learners" is anchored on the belief that training the trainers will result effective tool to cultivate the quality of education. The Program starts with a training needs anafysis and initial profiling among the target beneficiaries. Based

on the profiling results, a S-year program will be designed to address training and content deliver:y, values formation, and teaching proficiency in Science, Math, and English. SRC

starled participating in the said initiative in

with the

Program installment

Tarlac

201G

City,

particularly in Balete and Lourdes Elementary Schools.

M. BOARD, DIRECTOR, COMMITTEE AND CEO APPRAISAL the process followed and criteria used in assessing the annual performance of the board and its committees, !i19lo1e individual director, and the CEO/president.

Meeting attendance,

Frequency of

ef@ meetings,

Meeting attendance, contributions

Individual Directors

attendance,

company

advancement Assessment by Board

Execution

Company business

plans,

profitabil

INTERNAL BREACHES AND SANCTIONS Discuss the internal policies on sanctions imposed for any violation or breach of the corporate governance manual involving directors, officers, management and employees

L ?

Pursuant to the requirement of the Securities and Exchange Commission, this Annual Corporate Governance Report issigned on behalf of the registrant by the undersigned, thereunto duly authorized, in the City of pasig on May

Jl-;o;;.

SIGNATURES

ERNESTI

N JO D. VILLAREAT-FERNANDO

NICASIO I. ATCANTARA

Director

Independent Director

- ,//

6/^k,K SUBSCRIBED AND SWORN

to before me this

fvfay

NAME

fi-,

2077, affiant(s) exhibiting to me their TlN, as follows: TIN

HELEN Y. DEE

101-562-982

MILAGROS V. REYES NICASIO I. ALCANTARA

to0-73?-775 tos-252-527

ERNESTINE CARMEN JO D. VILLAREAL.FERNANDO

119-871-285 133-734-89s

SAMUEL V. TORRES

l']iAiiK R, LtiiiiC0LlOC

:inimanl |'{o. fcr ihe ei: and in the Untii

irliitiiilr'iiity of Paieios 3i

[:lelii:lr

7F JillT Bidg, C;,,

l,!i PTFi rio, ?5

S{ No. t,',

Book Series of 20L7.

lili?;

2C1i

,.:' Jcfiief' ii'r. [i34i 01

Pasig Ctty

i7; Pasig c[y

iic, iii,l'ilt,; iii Ji,i 117; fl$til fiifLt Ccnp:ianie i{t. !4iii?i61 05 i 301 l3l1

Doc No.

PageNo*

1S1 i?016'?C17f

i: li l i;i3 ;rrd San Juan

;