Corporate Governance

The Board Committees

To enable a better and more focused attention on the affairs of the Company and to aid in the optimal performance of its roles and responsibilities, the Board approved the delegation of particular matters to the two (2) Board Committees namely: (a) Audit, Related Party Transactions and Risk Oversight Committee and (b) Governance, Nomination, Remuneration and Sustainability Committee (formerly Corporate Governance and Sustainability Committee).

A. Audit, Related Party Transactions and Risk Oversight Committee (“AURROC”)

The role of AURROC is to oversee the Company’s financial reporting, internal control system, internal and external audit processes, and monitor compliance with applicable laws and regulations, and internal policies for efficiency and effectiveness of business operations, and proper safeguarding and use of the Company’s resources and assets; to ensure that the group-wide policy and system governing Material Related Party Transactions (“MRPTs”), particularly those that breach the materiality threshold is in place and effectively working; and to oversee the establishment of Enterprise Risk Management (“ERM”) framework that will effectively identify, monitor, assess and manage key business risks.

More details on the AURROC are contained in the AURROC Charter.

Composition:

Meetings

For year 2022, the AURROC met four (4) times, with 100% attendance in all meetings.

B. Governance, Nomination, Remuneration and Sustainability Committee (“GNRSC”)

The Company entrusted to the Board the supervision of significant areas of corporate governance and the role to ensure faithful compliance with all applicable laws and regulations, and best business practices. In line with this, the Board is tasked to oversee the establishment and effective implementation of appropriate corporate governance policies and procedures pursuant to its RCGM, including but not limited to the Code of Business Conduct and policy on Conflict of Interest. In the same way, the Board assigned to its GNRSC the role to oversee the development and implementation of corporate governance principles and policies, and perform oversight functions on the Economic, Environment, Social and Governance aspects of sustainability, including ensuring the Company’s overall support and alignment with the appropriate standards. The GNRSC is responsible in formulating and applying the Company’s Code of Business Conduct and internal policies, as well as monitor compliance through communication and awareness campaign, continuous training and setting a proper forum where issues may be addressed. The GNRSC is also authorized to recommend a formal framework on the nomination, and evaluation of the performance of the directors, officers and senior management to ensure that this framework is consistent with the Company’s culture, strategies and the business environment.

More details on the GNRSC are contained in the GNRSC Charter

Meetings

For year 2022, the GNRSC met four (4) times, with 100% attendance in all meetings.