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SECURITIES AND EXCHANGE COMMISSION sECBuilding, EDSA, Greenhills, Mandaluyongcity, MetroManila, ph ilippines Tel:(632)7 26-0931 to 39 Fax: (6 32) T 2s-s293 Emait: mis@sec.gov. ph
Barcode Page The following document has been received:
Receiving officer/Encoder : Reggienald R. De castro - cos Receiving Branch : SEC Head Otfice Receipt Date and Time : January 0g, 2016 02:09:56 pM Received
From
:
Head Office
Company Representative
Doc Source Company lnformation SEC Registration No.
AS94008880
Company Name
PETROENERGY RESOURCES CORP.
Industry Classification Company Type
Stock Corporation
Document lnformation Document lD
1
Document Type
17-C (FORM
Document Code Period Covered
17-C
December 31,2015
No. of Days Late
0
Department
CFD
Remarks
01 08201
6001 1 69 1
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Rernarks: Please use BLACK ink for scanning purposes-
7/F JMT Building, ADB Avenue, Ortigas Center Pasig City 1600, Metro Manila, Philippines Tel:632) 637-2917 Fax: (632) 634-6066 E-mail : petro-energy@petroene rgy-corn.ph
/e, rEirergy PETROENERGY RESOURCES CORPORATION
January 08, 2016
SECTJRITIESAFIDEXCHANGECOMMISSI0N SEC Buitding, E. de los Santos Avenue Ortigas Center, MandaluYong CitY
Attention
:
Gentlemen
:
Atty. Justina F- Callangan
Director, corporate Governance and Finance Departrnent
submit the pursuant to SEc Memorandum circularNo. 12, series of 20L4,we hereby Corporate Governance Report (ACGR) Consolidated Changes in the company's Annual covering the Year 2A15. 1, series of 2015, we shall include this in In compliance with sEC Memorandum circular No. the Company's website.
Thank you.
Very trulY Yours,
RepubXic ofthe
Cityof
Philippirm
) . )SS.
SECRETARY'S CF,RTIFICATE
I, SAMIIEL V. TCRRES, Filipino, of leqq!|ge yq ofee-adeess at Grotnd Flooro Grepalife d,riteitrg Sen. Gil J. PuyatAvenue" Makati City" after having been sworn in accordanee with law; hereby depose and state that:
t. I
am the duly elected and incrxnbent Corprate Secretary 9f {TTROEITF4GV RESOTIRCES CORFORATION (the "Corpration'"), a corporatien-d.ly organieed€nd existing under and by virtue of the laws of the Republic of tle !ni{e{p+ with office adfus at ?e Floor, INff Building AIB Avenue, O*igas Center, Pasig Ciry.
?.
IN
Ptn*mnt to the krrities and Exchange Commission Circnlar No. 14 Series of 2gl4 with respect to the submission of the Consolidated Changes in th. inllal Corporate Gaverrrance Report of the Corporatien for 2*15, attached hmto are the Minr*es ef the Regular Annual Stockholders' Meeting in regard to the said updates and changes.
wffFrESs Irnn|uo&u[Z$11eCtff*d at
this
Seuetary's Certifieate this
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AF& SWCRI\* to befcre me this
E
SAMUELv.TeRRES
Corporate Secretary
2o1o
exhibiting to me his Passport No. EB5647362 issued in Manila and will expire on June
JO
Dffi. No.: PageNo.
:
BoekNo.: Series of20l
4y affiant
13,2}fi.
GCRDOLA
-lofarv Publ'ic \' #s r.intlr Decernlle r 31 , ?Comnni$ion 10i;r I f.io 25i03, IBP No Adrn No 069, PTli i'ltl \1376282, 1l|Xl1G: Q C TrN 126-768 B(19, h4CLE No V-0i]015?1 Novaiiches, t UnUl 1#878Quitin Hrway, Guiod,
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sEe$Rm Es Atrt D A(CHANG E COIvt fr/t tSStoN sEc FoRM 17-C Current Report under Section 1? of the Smuritis Regulation Code (SRCI and SRC Rule 17.2 (c|
1.
Repart is Filed for the Year: 2015
2. Exact Name of Regi$rant as Specified in tts Charter: FfilgEitERGY RESOURCES CORFORATION 3.
f
moor; IMT
Buildir6 ADB Avenue, ortigas c.enter, Fasig city
Address of Frincipal Office
4.
SEC
Pastal
BIR Tax
Cde
s.
ldentification Number: A,$B+fixBS0 I
6.
l6os
(SEC Use Only)
ndustry Oasslfication Code
ldentification Nurnber: 00.g4?l4lg
7.
(6321A?-2S17 lssuer's Tetephone number, including area code
8.
Nesative. No chanee has been made from the lqst rercrt. Former name or former address, if changed from th; hst report
9.
l*dicatethe item numbers reported herein: ltem No.9 pwnle.s-ofirerssrgFr6ereftrtohffi$€dhfierb ,qmrnr, srCm"r*",o; $*b rhJz]s.roo czoio * n"
s€qrilksanl Era*rarp ccnmhsin (secloa* 19 tlecernbermre Conoffited Chaqs h Ure Cunparyseintd Conor*e &rernarce nep&nCfuX ' r-re
Pursuant ta the requlrements of the SRC, the registrant has duly eused this report te be signed on its behalf by the undersigned hereunto duty autherized.
PETROEH ERGY RESOURCES CORFORANOH
Registrant
Attf. Assf. Caffirete Infermatian Afficer
|,
a'
fl
CONSOIII}ATED CHAN€ES IN THE PETROEIIERGY AC€R FOR 2015
(11 Paee 4 of the
tal
20111
ACGR (for the year 20151
Composition of the Board Complete the table with information oft the Board of Direstors:
Hele*Y. Dee
ShirkyS.
NED
Cuerra
2$l1as Director, 2O11te presentas
Juty16
Anntaal
2015
Meeting
Annual Meeting
15
Chairman CesarA^ Buenavenfura
ID
ShideyS. Cueva
1998to
July16'
pr*ent
2015/'d[
ShirleyS.
2O11to
Juty
Cusra
preseRt
Shirtey S.
1!198
2e1514 vrs. Juty L6,
Cueva
prsent 2ff)4to
LV
Ylg Basil
e€
L
MltagrosV. Reyes Yvonne
S.
Yuchengco
Raul M. Leopando Eliseo
& Santiago
ID
ED
Shirley S. Cueva
ED
NED ID
Sark Dev. Corporatien
I Reckoned frorn the election immediatelyfollowing January O2, 2012.
Shirley S. Cueva ShirleyS. Cueva
to
16
201.5
Annual
Annual Meetine
t7 11
July 16, 2$15
Annual
nresent 2O1Oto
JutV
18
Annual
present
2015
MeetinE
2$15/3
Annml
Yrs.
Meeting
2013
to
present
4
Meeting
Meetine 5
3
(2!
Page 5 and ? of the
tot2 Ac6R (for the year aorsl
(dl Dire*orship in Other
(i)
Companies
Directorship in the Compant's Groupa
ldentifo, as and if applicablg the mernbers of the compant'sY Board v Directors who hold -!' -wr Y of the office of director in other companies within its Gr;il,
FeEeWlnd Energgtnc Flouse of InvesUnents Inc. PetroSofa r Cerpratr'o n
Executive/ Char'rman
FetroGren Enerry Corpration Maibarara Geothermal, tnc Petro\Afind Energg Inc.
ExecutivelChairman
Non-Exectrtr:re
y'
Chairman
EreutivelChairman Executive
Exe*rtive Fetro€reen Eaergy Corpration PetroWind Energy tnc Maibarara Geothermal lne-
tii) Directorship in Other Usted Companies ldentifo. as and if applicable, the members of the compant's Board of Directers who are also dlrestors of pubticty-listed cornpanies eutside of its €roup:
Phitippine long Distance Telephone Company National Reinsurance Corporation of the Philippines Riaat €ornmercial Banking Cnrp.
No*Execrrtive Non-Exectrtive
-
Chairperson
NorExecutirre
-
Chairperson
DMCI Holdings,lnc. Semirana Mining Corporation
Yironne
S.
Yuchengco
National Reinsurance Cerperation of
No*Executrrue
the Philippines iPeople,
lnc
Non.Executirre
Riaal Commercial Baaking Cortr.
Non-Executire Non-Executive
2
Tle Gr*rp b wnFoaed cf the parent- sr.&sidiai*s, cseciates aldioirnt vanfur*
ef
fe mmpafly.
The Chairperson then declared the above named nominees as elected members of the Board of Directors of the Corporation for the years 2015-2016 and congratulated them.
Vll.
Appointment of External Auditors
Upon motion duly made and seconded, the audlting. firm.?.ta,l GorreL U"ltr:.* Co. (SGV & Co.) was reappointed as External Auditor of the Corporation for the year, and for such purpose, the following resotution was unanimously
"nrring approveo: I
"RESOLVED, that the auditing firm SyCip Gorres Velayo & Co. (SGV & Co.), be as it is hereby, reappointed the External Auditor of the Company for the calendar year ending 31 December 2015."
Vlll. Adjournment Since no other business was brought to the table, the meeting was adjourned upon motion duly made and seconded.
.4 ,4,/2, ' /i L/4=-I
./ ,/- // ./4
/At
,,9
Afw. SAMUEL v. ToRRES Corporate SecretarY 6N l
Attested:
Chairman
PERC Annual Stockholders'Meeting, July 16' 2015
Page 7
"RESOLVED, as it is hereby resolved, that all acts and resolutions made and entered into by the Board of Directors and Management for the period 22 July 2014 to 16 July zo1s, be as they,r" ;"r;;;: ' confirmed and ratified."
vl.
Election of Seven (7) Members of the Board of Directors for the years 2015-2016 .l
The Chairman then tackled the next item in the Agenda. She discussed that for the purposes of election of the Board of Directors, and in accordance with Section 2 of Article lV of the Company's Amended By-Laws, any and all nominations shatl be submitted to and received at the principal office of the Corporation at least ten (10) days prior to the scheduled date of the Annual Meeting and addressed to the attention of the Corporate Secretary. Only those parties nominated in accordance with this rule shall be included in the list of nominees or candidates to the Board vvsrv of v' Directors to be presented to the stockholders during tne Annu;iM;fi. She then asked the Corporate Secretary if he has the list of nominees to the Board of Directors. The Corporate Secretary replied in the affirmative, and that as of July 2, 2015, the deadline for nominations, there were seven (7) nominees screened
and short-listed by the Nomination Committee for election as members of the Board of Directors, namely:
1.
2. 3. 4. 5. 6. 7.
HELEN Y. DEE MILAGROS V. REYES YVONNE S. YUCHENGCO RAUL M. LEOPANDO CESAR A. BUENAVENTURA BASIL L. ONG ELISEO B. SANTIAGO
Director Director Director Director lndependent Director Independent Director Independent Director
Since there were only seven (7) nominees representing seven (7) seats, a motion was made, seconded, and unanimously carried, dispensing with the formal balloting, and directing the Corporate Secretary to cast all votes in favor of the seven (7) nominees, except for those proxies, if any, which have been voted against the etection of the above mentioned nominees.
PERC Annual Stockholders' Meeting, July 16, 2015
Page 6
After the presentation, the Chairman opened the floor for questions from the shareholders.
One of the shareholders, Mr. Philip Turner, asked about the expected effect of the current low oil price to the royalties being paid to the Gabonese Government. FGD reptied that the production royalties paid to the Gabonese Government is based on the annual sales. Hence, if the oil prices are low, actual sales are lowered, and so are the royalties paid to the Gabonese Government.
Mr. Turner congratulated the Company on its success in the renewable energy business. He then asked whether the Company will now focus...its nlolecls 1n renewable energy instead of oil. FGD replied that the Company will continue to do both, especially since the Gabon operation has sufficient reserves until 2026. ln the Philippines, the Company will be concentrating on the renewable energy, because this is the trend here in the Philippines.
Mr. Turner asked whether the Company will be gayinO more dividends. fO? stated that the Company has embarked on new projects such as the solar project, continues to fund the Gabon operations, and is expanding its geothermal project. All these projects limit the Company's ability to distribute dividends at the moment, but certainly in the near future, the Company would be able to give back profits to its stockholders.
After the questions from the stockholder were answered, the following resolution was adopted, upon motion made, seconded, and carried: "RESOLVED, as it is hereby resolved, that the Management Report and the 2014 Audited Financial Statements, as were. made available to the stockholders be, as they are hereby, noted and approved."
V.
Confirmation and Ratification of All Acts and Resolutions of the Board of Directors and Management for the Period 22 July 2014 to 16 July 2015
Upon motion made, seconded and carried, a resolution was adopted as follows:
PERC Annual Stockholders' Meeting, July 16, 2015
Page 5
Thank you."
PERC Annual Stockholders' Meeting, July 16, 2015
Page 4
"Good afternoon Fellow Stockholders, +I
t
.
The cover of our Annual Report shows how your Company has progressed from upstream industry player engaged in oil production in Africa, to our very timely diversification into the Renewable Energy and Power Generation Business.
From the time we announced our intention to go into the downstream business four years ago, your Company has developed, and now operates a 20 MW Geothermal Power Plant in Batangas, and a 36 MW Wind Power Project in Nabas, Aktan (near Boracay).
Your Company's consolidated revenues thus increased
to US$25.875 million in 2014, up by 88% from 2013, with net income of US$9.75 million, up from US$1.5 million in 2013.
We are glad that we were able to bring these projects to completion as oil prices hit record lows, thus maintaining the profitability of your Company.
The Maibarara Geothermal Power field has generated and exported to the Luzon grid some 152 GWh of etectricity, bringing-in over US$14 million in revenues in 2}14,and is now being expanded from a 20 MW to a 30 MW power plant after the successful drilling of a new production well last year. The new 10 MW Power Plant is programmed to be commissioned in mid-2 017 "
Last year, we reported that we were in the Civil Works stage of developing the 36 MW Nabas Wind Farm. For many of us, who have not yet seen a Wind Farm up close, the installation of these giant towers, measuring 78 meters in height or equivalent of a 26storey building, is an awesome sight. On the screen are shown a series of pictures of the unloading and transportation of the towers and blades up the mountain, and the erection at the site. Your Company put up 18 wind turbines to generate 36 MW of electricity.
Arz*
PERC Annual Stockholders' Meeting, July 16, 2015
Page 3
ll.
Determination of Quorum / Call to Order
The Corporate Secretary certified that there was a quorum for the transaction of any business that may be properly brought before the body, with attendance of shareholders present in person covering 440,955 shares (0. 16%) and 189,667,238 shares (69.27%) represented by proxy, for a total of 190,108,193 shares (69.43%) out of the total outstanding shares of 273,824,220. Thereafter, the Chairman called the meeting to order.
lll.
Approval of the Minutes of the Special Stockholders' Meeting held on December 5, 2014
The Chairman requested the shareholders present to review the minutes of the Special Stockholder's Meeting held on December 5, 2014, copies of which were earlier distributed. Upon motion duly made and seconded, the reading of the minutes was dispensed with, and the following resolution was unanimously approved:
"RESOLVED, that the Minutes of the Special Stockholders' Meeting held on December 5,2014 be, as it is hereby, approved."
lV.
Approvat
of
Management Report and
the
2014 Audited Financial
Statements
The Chairman directed the attention of the stockholders to the Management Report and the 2014 Audited Financial Statements which were earlier distributed to all stockholders through mail or messengerial services and at the registration table. She requested the stockholders that all questions and requests for clarification be raised only after the presentation of the results of operation by the Vice President, Mr. Francisco G. Delfin, Jr. (FGD), in the absence of the President, Ms. Mifagros V. Reyes. She then called FGD to give the 201 4 year-end report and result of operations, including some updates. With the aid of an LCD projector, FGD reported the following, to wit:
4rfa+ PERC Annual Stockholders'Meeting, July 16, 2015
Page 2
qN
fup,<
ln 2015, FERC conducted its annual medical outreach to select Barangays in Batangas benefitting almost 2QO residents" Through its subsidiaries, PERC also donated a Barangay health cllnie to Sitio Capua in Batangas and an ambulance to Tarlac's local government unit
On Lr'velihood
taguna md Bata4grs
PERCs livelihood programs are anchored
achieve
on sustainability and resilierrce. To
thn, a systematic approaeh is employed consisting ef
regular community consuhations, actr've participation of community members. and adequate sociat preparation.
Community profiling study aimed at
identifuing practical, effectivq
reside*ts of Sitio Capua {out-of*chool youths, unemployed residents!
ln December 2011, MGI completed the ccmrnunity profiling study aimed at identifying practicat, effecb've, and sustainable livelihood program for the residents of Sitio Capuz hosting the geothermal power project. Based on the studt's conclusion that direct employment rather than any livelihood assisted program is still the best option for sociat improvement, MGI initiated a Housekeeping and Janltorial Training last April 2012 to eleven (11) qualified out-of-school youths from of Sitio Capuz (Sto. Tomas, Batangas) and Brgy. Puting Lupa (Calamba, Lagunal. The main objective is to equip them with employable skitls needed bV MGt, its construstion sub'contractors as well as nearby industries in the eeonomic uoRes cf Batangas and laguna. tmmediately after the training conducted by YGC affiliate Gulf Asia lnternational Corp- (GAlCl, 7 of the 11 graduates successfully secured employment in various firms operating in the area, including the power plant EPC
contractor
EEI
Corporation.
In parallel, PWEI has coneluded its community profiling of 115 residents of Barangays Pawa in Nabas, Aklan last December 2013. This activity was followed by a series of social preparation and team development workshops frem February to March 2014. Results of the prafiting showed that the cornmunity is interested on irnproved agricuhure activities. In May, 2014, PWEI partnered with Aklan State University and started preliminary activities such as soil profiling and focused group discussion with the community.
The agrFbased techniealtrainings focused on food production enhancement were done from August te Decernber 20L4. FWEI also assisted the community in eoming up with a formal organieatien which will undertake livelihmd enhancement activities in their Barangay. On Dec. 22, the organization r.,as named Parrrra Agri-ecotourisr* and Livellhood Development Assoeiation (PAELDA) and was finally registered as with the Department of Labor and Employment.
In 2015, the registered People's Organizatien undenrent training on establishing a communitgbased enterprise and a simple cash management seminar. This was followed by an exposure trip to let the group learn actual tourisrn-refated businesses- The group was also given training on handierafts making and silk-screen printing as additional income generation options. Before end of 2015, the group was able to selt seedlings and handicrafts to clients and to partieipate in a trade fair sponsored by the Pravineial Tourism Officeof Aklan.
and
sustainable tivelihood progmm for the
Barangay Pawa, Nabas, Aklarr
(21|
L
Page 48 of the 2012 ACGR - eorporate Secial Responsibility lnitiatiues (for the year A0lSl
CORPORATE SCTAT RESFONSIBIUW INITIATIVES
Discuss any initiative undertaken or proposed
to be undertaken by the company.
On Education PERCs education projects cover three objectives:
to engage the cornmunity educate them through formal prograrns. and to enable them by providing proper education materials and facilities.
through information,
to
PetroEnergt's TeacheCs Training Program" aimed at enhancing teaching skills for primary and seeondary public sclrool teaehers in Engtish. sciencg and Mathematicsn completed 10 training sessions involving tr,rro nauonal high schools and four elementary schools of Puerto princesa from 2([9 to 2011. From september to December. 2012, aur program partner Matayan colleges Laguna tMct! conducted an evatuation study to gauge the outcome of our trainirqg initiative. Feedback from the participating teachers and principals
indicated qualitative improvement
on teaehen'
conduct
of
Select Primary and Secondary Pubtic Schoot Teachers in:
Puerto Frincesa, Palawan Calamba Clty,laguna San Pabto City, Laguna Sta. Rosa laguna Lipa Cr*', Batangas Batangas City" Batangas Nabas,Aklan
lessons,
resourcefulness in instructional tools, and classmom management. Recognizing the positive impact of the program" PERC extended its teachers'
to Lagunar Batangas, and Aklan areas. This produced additional 5?3 trained teachers and an instructional handbook which was distributed to selected schools in Laguna and Batangas training progrcm
ln 20L5, FERC cempteted the trainings for high school teachers in Nabas, Aklan. Two (21 scholars from Aklan were also sponsored by pERC to take up culinary Arts in Malayan colleges Laguna. pERC continues the Adopt-a-school
Program, donating educational materials
and improving school
infrastructures to select primary schools in Batangas and Aktan.
PERfs heatth projects stress the need to ensure that the residents of the host communities have access to medical services and proper nutrjtion" PERcs proiects were carried out through its subsidiariei, the Maibarara Geothermal lnc {MGl) and the PetroWind Energy Inc. (pWEl}.
In November 2012, MGI launched its feeding prcgnrm for elementary students in Puting Lupa Elementary school sitio capue. The program
"nJ involves thrice a week lunch feeding of 56 malnourished Grades 1-6 students. The Program was concluded in lune 2014 with 80% of hneficiaries already having a normal Body Mass lndex. MGI also conducts regular medicai missiom in Sto. Tomas. Batangas servicing more than 250 residents of san
Medlcal Missions for residents of Brgp.
Rafael and Puting Lupa.
San Rafael and Shic Capua Sto" Tomas, Batangas
similan health assistance activitles were done by pwEl. ln August 2011 it donated an ambulance to the Municipality of Nabas, Aklan and vitamins and supplements to 17 children in Brgg. Napaan, Malay, Aklan-
Nabas &mmunity and sefected children in Brgg. Napaan, Malay, Aklan
(1gl
Fage 44 of
the 2ct2 AeeR {new page r*5 of tfie amended Attendanee (for the Year 20151 -^-
(f)
ACGR
for 2o15}
-
stockhelders
-l
Stockholders' Attendance
i.
Details of A6endance in the Annual$pecial Stockholdert' Meeting Held;
Difectors: HelenY" Dee
MilagrosV. Reyes lVonne S. Yuchengco Raul M. Leopando
Annual
Basil LOne Eliseo B. Santiago Officers: Francisco €. Oetfin, Jr. \fice Presldent Sarnuet V. Torres €orp. Secretary
.!uly 16"
69.2V%
20L5
Arlan Frefeta
Asst Corp.Sec. Carteta R.Viray cFo
€ao; page rts of the 2otz ACGR (now page 4? of the amended ACGR tur 2O151 - Ilefintttue lnformation Statement and Management Report ffor the year 2Ot5 for Annual General Meeting)
(a) Definitive tnformation Statements and Management Report
June 25, 2015 - 1.6 business days hfore the annual stockholders' meeting and 21 calendar days.
Meeting State, if any, questions and answers duringthe AnnualGeneralstockholders' &etew are #cerptsfrorn tfre minutes of the
ztliAnnuof Stockfrolders' Meeting:
*xx x One of the shareholderq Mr. Fhtlig Turner, asked about the expected effect of
the current low oil prlce to the royalties being paid to the
Gabonese
Government. FGD replied that the productr'on royakies paid to the €ahnese Gcvernment is based on the annual sales. Hence, if the oil prices are low, actual sales are lowered, and so are the royalties paid to the Gabonese Government. Mr. Turner congratulated the Company on its success in the renewable energy business. He then asked whether the Company will now focus its proiects on renewable enesglf instead of oil. FGD replied that the Company will continue to do both" especially since the Gabon operation has sufficient reserves until 2OA6. ln the Philippines, the Company rarill be concentrating on the renewable energy, because this is the trend here in the Philippines.
Mr. Turner asked whether the Cornpany will be paying more dividends. F€D stated that the Company has ernbarked on new projects such as the selar preject, centinues te fund the Gabon operations, and is expanding its geothermal project. Atl these project: li*t! the Compant's .ability to distrihute divldends at the moment, but certalnty in the near future" the Cernpany weuid be able to give back profits to its stockholders-
xxx"
(lSI page 43 ef the
A01Z ACGR
{now page 44 of the amended ACGR for 2015}
Stockholders Meeting 5. Result of Annual Stockholders Meeting's Resolutions dated July X6, 2C15
Appreval of the Minutes of the Meeting of the previotls Approvat ef Management Report and the Audited
eonfrrmation and Ratification and of alt acb. contracts and investments made and entered into by Management andlor Board of Directors of the Company during the period 22luty20l4to 16JutY ?015 Election of Directors fur 2O1F2016
Appointment of SGV & Ce. as external auditors of the
19O"1O8,193 shares
*
Annual
Details of related party transactions are as fsllows:
Amour*ot
ffIi4
Rdated
Tqnrs and Cod!fi0*ts
Snhtti:HtF Petrsmen
Remres Corpratftrn
$Lomsadlntsmt Manaprnent
irwne
Adrrarm Petrosok
-
$e{r?08
$-
?7,$2t
12q3S
h*sest
st64,581
F $$-
$-
$-
S,e?3
- *ru ffi
=-
eailq
thlntermt
7,
Advariqt
br$stbair€ Nonintermt
Loamardinterst tefi?,rnt nArynent irrcorne $9qam
CorpratlCIn
tr
$(2,Rqs68l
-
=!: s,8F3 ==
lntermt*T Noninter$beaiw -
Assoehte PetroWrd Energy,
lrc.* t-oasadlnterest
Tirlewrititq&trgm
$d5q-s8? $(t4E!,gotl
sl'sl
lnterest bearirq
$438,88:l
tm,$t}
:
Aduarnes
t{orFinterd
-
lnvstor Ft&md
lntsndatdttmryim
trnvmtments, tnc.
Loars ard
$f2,?50
interest $?00,(B{
$15,02r
qrs$
1,252
ttorFint€rest beariltg
lntsmt
$-
Whe* RpTs are invofued, what processes are in place to address them in the manner that will safeguard the interest of the company and in particular of its minority shareholders and other stakeholders? RpTs, whenever
{1?}
Fage 42
they occur, are properly disclosed in the Compant's Financial Statements.
of the 2O12 ACGR (now page 43 of the amended
ACGR
for 2015}
sending out natice: Annual General Meeting
a.
Date of sending out notices: Annual General
b.
Date of the AnnualGeneral Meeting:
Meeting:
luly 76,2A75
June 25, 2075
-
Date ef
(151
page 39 of the 2O1Z ACGR
-
External Auditor's Fee (for the year 20151
2l Fxternal Auditor's fee
(161
Page 40 of the 2012 ACGR (for the Year 20151
5) Date of release of audited financial
report:
APrtt t"5,201^5"
7l
Disclosure of Related PartyTransactions
parties are considered to be related if one Fartv has the ability, directly or indirectty, to control the operatlng other party or exercise significant influenee oveF the ether party in making financial and or control to common subiect are consldered to be related- if they decisions. parties "lro "r" significant influenees. Related parties rnay be individuals or corporate entitiesTransactions with related parties consist mainly of: e Loans granted to subsidiaries which are interest bearing_
o
o
and unsecure4 non-lnterest bearing advances to subsidiaries. which are currently dY: bVthe anC which willbe settdd in cash. These advances represent expenses incurred proiects "off**infe geothermal."n".gr and parent Company in behalf of the subsidiaries for the wind the Parent Managem*nt f** and rentat, which are recorded under miscellanecus income in CompanY statements of income-
@xaec*urunkdion
Tedutbae
ta8r*€
Cuoqae Go'rsrwrce
Ans
- ACV
qgq
CIab T.
cafsatg n$anqrcV. ReYedAtbn
ffii-Lasqekrgrntiotd
page 3g of the 2012 ACGR
-
P-
A V$ffie{aladffile R
Frffiee*b\rtfrB.it.
AFva
AAV&DFG
&rnulbnbhc"
S#nher2*-&,2*15
(141
erdd*n ad Pe&m
lrdffi ilnsrrarewct$ro@-!ryq-
Ju*et&201I t5,
aree 4 & $
@v&Comqbl*xt-
kMtSt-&tc btenter
ATTElfilEEF
s$mlAR
D&TE
Ownership Structure (for the year e015l
1) OwnershiP Structure
(a) Holdine 5% shareholding or more
rhe fotrawins tabfe r*rr
t"g
indirectfyord.fiing rnore tficn 5%
directtv er rnforrytron BfrrhfT"i.ro ?, Yn"{:o:^:y*' ,o_:o?:d 2a15: af the Campant's Capfta! Steck as ofSeptem ber 3o,
FCD ttominee Gorporatbn
DFtrn Tnrct !, lnrnclmenlq firnrler PCD) ffiAe$eexrrfli,es ln. {un&r!9!} Tobl urder PCD munt {@ts} l'knrs ef lnvestnenE, Inq- {Eltec$
Oters fvarious sffi,fnden) GrandTotal
3ftIJfi,58!l
s!.98%
56.27S,263
r3.70%
t8r,g{x},613
45J7%
t&,431,?13
31.51%
21,805,861
5.31%
15"28"ffiCI
3.?t%
4t(},?:F,ilI0
tm.{x}%
..Ro
.R TT
"ff nFl:
TT
er ffi'7096 Elnder pCD aeceg;nt, RCBC Frust & fnvestments, tnc- hetd a totof ef 56279,263 theCornpany's eutstanding capftelsfeek avtned by varieus steefrfiofders-
Afote af
RSBC
Securitles hetd o tote!
af 1g7,998,623 ar 45"7|7g ef the oannpcnlds eutstsnding
eopifef
stock
lne owned (u*der RCgc Securrtre5, lrm. wth s% af Cornpony's Capr?af Stock - 6Pe Hotding* -1&"4!S,3ZI or 77'7894 shares ar ilg.S*ri; Heuse ef fnvestmentt fne gwned 7A,223,7O5 shares owned staekfiefdens Qther and oiA ncag Capitct, lneewned x,4a3,7as shares or 5.7M Lg,945,ffi2 sheres ar 3.3*6/^ out by its management and guidence mried ou..of lrustOfvision were *r-""! *s cfofRCgC RCBC Frust The carporete acts 111 of the Campany' its Bosrd af Directars. Ms. Helen H, Dee wss tfien the incambent Chairmen
of
(dl
Remuneration Cammittee
€111 Fage 25 ef the a$12 ACGR -f.crpcrate {e} Others
u*ffiffi;*};1ff"**"ment
QommEttee
(SPecifu}
(corwrste6overnsn ee endRisk Monogernent cammittee) provfde the same information on att other committees constituted by the Boand cf Directers:
(tzl
page
3t ef rhe 2O12 ACGR (a) F,eriod covered
Period covered by the reuiew (for the Year 20151
by the
review:
-lenuery
$2,
2}Ilto
gecember 37,2075
page 3? of the 2012 ACGR - Compant's training and development programs for its ernployees ffor the year 2014 and 20151
(13) i.
Show the data' state the compant's training and development programs for its employees-
ff::t:gs ot To improue tecfinrtot skrlls of the emPloyees, they are made l? "I-"i1^semrhors :r tfte tfie 6arnpont': acpense Fsr zar4, tfie company qpent Php857,B29"oi and fer 2str5, ernpfoyees: by tfte uttended campenyspent Fhp?4g,a3o.tl4. The fettawing ore fhe sernrners
I}AIE
SEH}TAR
lffiizaStA
Cornorda Golgnarce - SGV 3 Ca'
Jrne4-5" 2Ct4
JrnetQ-11,ft14
TqnqSeminar cr SuPervisotY $e
Fne & Emerwrct
Frwaedm
ATT$NEFJS
i,kros
-
V. Ransf Franciw
A
@
Aab Cd&f Ad*at
Vrynreafc+vhh{aunhAtv.hnGon*fl*krrne@
- Remuneration
{8}
Page 21 of the 2012 ACGR
1)
Remuneration of Management
af Management (for the year 2015}
ldenttfo the five (5! members of management who are not at the same time atecutive directors and Indicate the total remuneration received during the financiat year:
FRANCISCO G. DELFtN, JR./ \ftce
CARLOTA
R"
President
VlRAVlAVPfor Finance
ARTAN P. PROFETAIHead, Corporate and Legal
Affain
MARIA VICTORA M. OUVAR/Geosciences Manager ARI"ENE B.
t9l
VIttANUgVA/Head of Hurnan Resources and Administration
Paee 23 of the 2O12 ACGR
tl0l
- Audit
Page 24 of the 2O12 ACGR {c} Nomination Committee
Cowrmittee Meeting (for the year 20L5
- Nomination Comrnittee
l
(fur the year 20151
2l
(Tl
Attendance
of
Directors
Chairman
HETFSIY. DEE
Memhr
MITAGRQSV.
lutv 16' 2015
7 7
7
6 5 7
JUM RETES
16,2015
85.7196
85.71%
ltr)?6
Menrber Mernber lndependent
WOFIHE S. YUCI.IENGCO RAUL M.I,SOPANDO
Juty 16, 2015
Iubt6.2$15
7
7
1(n?6
CtSARA. BUENAVENTURA
7
lndepndent
B&SIILONG
Julv L6,2O15 Jutv16" 2015
85J1S
tndependent
ETISEO
7 6 7
Juty 16,2015
R SANTIAGO
Paee 20 of the 2012 ACGR
-
7 7
1m94
rm?6
Aggregpte Remuneration (for the year 20151
Do stockholders have the epportunrty te approve the decision on total remuneration {fees. allowances, benefits-in-klnd and other emoluments! of beard of directors? Provide details fur the Iastthree t3l years"
YEq
thetota! remuneratian of tte
and
fficers h
Beard of Directors disdosed in the Cernpant's De*nttive 20-S submitted to all stmkholders of record and who
approve and ratifu all aets and resolutions
of the
Board during the Annual Stockholders. Meeti ngs.
3)
Aggregate Remuneration
Complete the following table on the aggregate remuneration accrued during the mmt recent
a
tsl
Fase
trl of the 2o1lt ACGR -Training of Directors and Senior Management (for the Year 20151
(b) State any inlouse trainirlg and extemal coulses atterded by Directors and Senior Management3 for the past three (31 years:
(c) Centinulng education programs fcr directors: pregrams and seminars and roundtahles attended during the Yearr
(61 Fage
I? of the 2012 AC€R - Board Meetings and Attendance (for the Vear 20151
B.
BOARD MEEnNGS &ATTENDANCE
1l
Are Board af Directors' metings scheduled before or atthe kginning ef the year
Baordmeethgs ore normallyscfreduled priorto tfre stort p ri ar to eoch of the scne d ut ed meetr:ngs
3
Sgrkr
i&rq$Ent
refus
to
tre CEO ard
dra
penom hartq
a$qty
d
af the succeeding year.Thse
resfarshety
foF
are adiusted as needed
il{m}rg, eed*g *rd ocdFlg fiE ditdlF
0f
tn
cut$*ty.
4
(3|
Page 8 of the ACGR
- Shareholdings in the Company (As of 31 December
20151
{c} Shareholding in the Company
Complete the following table on the members of the compant's Board of Directors who directly and indirectly own shares in the company:
{4} Page 12 of the 1012 ACGR
- Voting Results of 2015 Annual Meeting
Voting Resuft of the last Annua[ €eneral
Meting