ANNUAL CORPORATE GOVERNANCE REPORT OF
Medicare Plus, Inc.
2022

  1.  For the Fiscal year ended: December 31, 2022

  2.  Certificate Authority Number: HMO-2020-23-R

  3. Province, Country or other jurisdiction of incorporation or organization: Philippines

  4. Address of Principal Office: 34 th F Orient Square F. Ortigas Jr. Road San Antonio, City of Pasig

  5. Postal Code: 1600

  6. Company’s telephone number, including area code: +63 908 815 8780

  7. Company’s official website: https://medicareplusinc.com/

  8. Former name, former address, and former fiscal year if changed since last report: 4F2 8101
    Pearl Plaza, Pearl Dr, Ortigas Center, Pasig City, Philippines

Annual Corporate Governance Report

COMPLIANT/
NON-
COMPLIANT

ADDITIONAL INFORMATION

EXPLANATION

The Board’s Governance Responsibilities

Principle 1: The Company should be headed by a competent working board to foster the long-term success and sustainability of the corporation in a manner consistent with its corporate objectives and the long-term best interests of its shareholders and stakeholders.

Recommendation 1.1

1. Board is composed of directors with collective
working knowledge,
experience or expertise that is relevant to the Company’s
industry/sector.

COMPLIANT

The academic qualifications, industry knowledge,
professional experience, expertise, and relevant trainings of directors is  found in the Annual Report.
Kindly see the Annual  Report. 


Annual Report:

https://drive.google.com/drive/folders/1sA1KDwupY2_
EEnKOtAyGxjKEvCgkrUWv?usp=sharing

The qualification standards for directors to facilitate the
selection of potential nominees and serve as the
benchmark for evaluating their performance are
enumerated and discussed in our Manual on Corporate Governance.
Manual on Corporate Governance:

https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5v
vKqyFdXFQwuhop/view?usp=sharing

2. Board has an appropriate mix of competence and expertise

COMPLIANT

3. Directors remain qualified for their positions individually
and collectively to enable them to fulfill their roles and responsibilities and respond to the needs of the organization.

COMPLIANT

Recommendation 1.2

1. Board is composed of a majority of non-executive directors.

NON-COMPLIANT

This requirement has been complied as of March 2023 with the election of new non-
executive directors

Recommendation 1.3

1. Company provides in its Board Charter or Manual on Corporate Governance a policy on training of directors

COMPLIANT

THE MANUAL ON CORPORATE GOVERNANCE SECTION V.D. Onboarding Orientation and Continuing Training for Directors provides that the newly-elected directors shall attend a corporate governance orientation program of at least eight (8) hours provided by an SEC-accredited training provider, as soon as practicable thereafter. If a newly elected director should have already attended such training, the same shall serve as compliance with this requirement.
Nevertheless, the  Compliance Officer shall at all times ensure that newly elected directors are  oriented on the Company’s
Articles of Incorporation, By-Laws, Manual of Corporate
Governance, and Code of Business Conduct, among others.

On an annual basis, directors are required to undergo training of at least four (4) hours covering topics relevant to their duties
and responsibilities in Board committees and in the Board.
Provide information or link/reference to a document
containing information on the orientation program and
trainings of directors for the previous year, including the
number of hours attended and topics covered.

Source Documents and Links:
Manual on Corporate Governance, Section V.D.
Onboarding Orientation and Continuing Training for
Directors, page 18

https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5vvKq
yFdXFQwuhop/view?usp=sharing

2. Company provides in its Board Charter or Manual on Corporate Governance an orientation program for first time directors

COMPLIANT

3. Company has relevant
annual continuing training for all directors.

COMPLIANT

Recommendation 1.4

1. Board has a policy on board diversity.

COMPLIANT

THE MANUAL ON CORPORATE GOVERNANCE SECTION V.C.
Board Diversity provides that the Company adopts a policy on Board diversity. It recognizes the value and importance of diversity in all its forms, including but not limited to race, ethnicity, gender, age, religion, sexual orientation, and experience, as it relates to the effective functioning of the Board and the success of the Company.

Source Document and Link: Manual on Corporate
Governance, Section V.C. Board Diversity, page 15

https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5vvK
qyFdXFQwuhop/view?usp=sharing

Recommendation 1.5

1. Board is assisted in its duties by a Corporate
Secretary.

COMPLIANT

The MANUAL ON CORPORATE GOVERNANCE SECTION V.H. Corporate Secretary provides that one of the duties of the Corporate Secretary is to assist the Board and the Board committees in the conduct of their meetings (i.e. agenda setting, preparation of annual schedule of meetings and
board calendar)


Manual on Corporate Governance, Section V.H.
Corporate Secretary, page 19
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

2. Corporate Secretary is a separate individual from the Compliance Officer.

COMPLIANT

3. Corporate Secretary is not a member of the Board of Directors

COMPLIANT

As of last year, the Corporate secretary is still a member of the Board because the Board decided that his expertise would be of positive impact to the company. This year, at the scheduled regular meeting of
the shareholders, a new  Corporate secretary who is not a member of the Board will be elected.

4. Corporate Secretary
attends training/s on
corporate governance.

COMPLIANT

The Corporate Secretary received relevant training on
corporate governance.

Recommendation 1.6

1. Board is assisted by a Compliance Officer

COMPLIANT

The MANUAL ON CORPORATE GOVERNANCE SECTION V.G. Compliance Officer. Provides that one of the duties of the Compliance Officer is to assist the Board in its duties.


Manual on Corporate Governance, Section V.G.
Compliance Officer, page 17
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

2. Compliance Officer has a rank of Vice President or an equivalent position with
adequate stature and authority in the corporation

COMPLIANT

3. Compliance Officer is not a member of the Board.

COMPLIANT

4. Compliance Officer attends training/s on corporate governance annually.

NON-
COMPLIANT

The Board is requiring the Compliance Officer to attend additional trainings on
Corporate Governance this year.

Principle 2: The fiduciary roles, responsibilities and accountabilities of the Board as provided under the law, the Company’s articles and by- laws, and other legal pronouncements and guidelines should be clearly made known to all directors as well as to stockholders and other stakeholders.

Recommendation 2.1

1. Directors act on a fully informed basis, in good faith, with due diligence and care,
and in the best interest of the Company

COMPLIANT

As provided in the Manual on Corporate Governance,
directors are expected to act on a fully informed basis, in
good faith, and with due diligence and care.

Source Documents and Links:
Manual on Corporate Governance, Section V.A.3.Board
of Directors, page 5-6
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

Recommendation 2.2

1. Board oversees the
development, review and approval of the Company’s business objectives and
strategy.

COMPLIANT

The Manual on Corporate Governance provides that the Board of Directors is primarily responsible for identifying and setting the Company’s strategic directions as well as its
Mission and Vision. The Board monitors the implementation of the Company’s strategy and reviews the vision and mission periodically. Every year during their quarterly meeting, the Board of Directors review the Company’s Mission and Vision Statements to   determine if the same is still aligned with the Company’s objectives and corporate strategy.

Manual on Corporate Governance, Section
V.A.2.Specific Duties and Functions of the Board pages
4-5
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing


Company Profile. Mission and Vision.
https://drive.google.com/file/d/15otZKQRQ3kfeeStTcO
BlHGWTyvWJu8k-/view?usp=sharing

2. Board oversees and
monitors the implementation
of the Company’s business objectives and strategy in order to sustain the Company’s long- term viability and strength

COMPLIANT

Recommendation 2.3

1. Board is headed by a competent and  qualified Chairperson.

COMPLIANT

The details and  qualifications of the  Chairperson can be found in the Annual Report.


Kindly see the Annual Report:
Annual Report:
https://drive.google.com/drive/folders/1sA1KDwupY2_
EEnKOtAyGxjKEvCgkrUWv?usp=sharing

Recommendation 2.4

1. Board ensures and adopts an effective succession planning program for directors, key officers, and management.

COMPLIANT

THE MANUAL ON CORPORATE GOVERNANCE SECTION V.A.2 SPECIFIC DUTIES AND FUNCTION AND V.B.2 CORPORATE GOVERNANCE COMMITTEE contain information on our Company’s succession plan and retirement policies and programs.


Manual on Corporate Governance, Section V.A.2.Specific Duties and Functions of the Board pages
4-5; SECTION V.B.2 CORPORATE GOVERNANCE
COMMITTEE page 11
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

2.. Board adopts a policy on the retirement for directors and key officers.

COMPLIANT

Recommendation 2.5

1. Board formulates and
adopts a policy  pecifying the relationship between
remuneration and performance of key  officers and board members.

COMPLIANT

The Board determines the relationship between remuneration and  performance of key officers and Board members which should be aligned with the long-term interests of the Company.


Kindly see the key factors that are considered in the  Manual on Corporate Governance, Section V.A.8. Remuneration.
The Corporate Governance Committee recommends
remuneration packages for corporate and individual
performance.


Kindly see the Manual on  Corporate Governance,  Section VB.2. Corporate Governance Committee

Manual on Corporate Governance, Section V.A.8.
Remuneration page 9; SECTION V.B.2 CORPORATE
GOVERNANCE COMMITTEE page 11
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

2. Board aligns the
remuneration of key officers and board members with long term interests of the Company

COMPLIANT

3. Directors do not participate in  discussions or  deliberations involving
his/her own  remuneration.

COMPLIANT

Recommendation 2.6

1. Board has a formal and transparent board
nomination and  election policy.

COMPLIANT

The Manual on Corporate Governance Section V.B.2 Corporate Governance  Committee; and Section 2
“Nomination and Election of the Board” of the Board
Charter contain information regarding nomination and
election policy.

Manual on Corporate Governance SECTION V.B.2
CORPORATE GOVERNANCE COMMITTEE pages 10-12.
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing
BOARD CHARTER SECTION 2.
https://drive.google.com/file/d/1mT5PFKZcMITuSTp08
n6Sn88A4XT3kh9T/view?usp=sharing

2. Board nomination and election policy is disclosed in the Company’s Manual on Corporate Governance.

COMPLIANT

3. Board nomination and election policy includes how the Company accepts
nominations from minority shareholders

COMPLIANT

4. Board nomination and election policy includes how the board reviews nominated candidates.

COMPLIANT

5. Board nomination and election policy includes an assessment of the effectiveness of the Board’s processes in the nomination, election or replacement of a
director

COMPLIANT

6. Board has a process for identifying the quality of directors that is aligned with the strategic direction of the Company

COMPLIANT

Recommendation 2.7

1. Board has overall
responsibility in ensuring that there is a group-wide policy and system governing  related party transactions (RPTs) and
other unusual or  infrequently occurring transactions.

COMPLIANT

The Board has the overall responsibility in ensuring that transactions with related parties and other unusual or
infrequently occurring  transactions, which pass the
materiality threshold are handled in a sound and prudent manner, with integrity, and in compliance with applicable laws and regulations to protect the interest of shareholders, members, and other stakeholders.

Kindly see the Related Party Transactions Policy.
Related Party Transactions Policy.
https://drive.google.com/file/d/1mT5PFKZcMITuSTp08
n6Sn88A4XT3kh9T/view?usp=sharing

2. RPT policy includes
appropriate review and
approval of material RPTs, which guarantee fairness and  transparency of the transactions

COMPLIANT

3. RPT policy  encompasses all entities within the group, taking into account their size,
structure, risk profile and complexity of operations.

COMPLIANT

Recommendation 2.8

1. Board is primarily
responsible for approving the selection of Management led by the Chief Executive Officer (CEO) and the heads of the other control functions (Chief Risk Officer, Chief Compliance Officer and Chief Audit Executive).

COMPLIANT

The Manual on Corporate Governance provides that the Board shall be  responsible for the  implementation of a process for the selection of directors who can add value and contribute independent judgment to the formulation
of sound corporate   strategies and policies; appoint competent,   professional, honest and  highly-motivated management officers.

MANUAL ON CORPORATE GOVERNANCE SECTION
V.A.2.SPECIFIC DUTIES AND FUNCTION. Pages 4-5
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

2. Board is primarily
responsible for  assessing the performance of  Management led by the Chief Executive Officer (CEO) and the heads of
the other control  functions (Chief Risk Officer, Chief  Compliance Officer and Chief Audit Executive).

COMPLIANT

The Board is primarily responsible for assessing the
performance of the  President and other  members of senior management.


Kindly see the Manual on Corporate Governance, Section
V.2.Specific Duties and Functions of the Board. Pages 4-5.
MANUAL ON CORPORATE GOVERNANCE SECTION
V.A.2.SPECIFIC DUTIES AND FUNCTION. Pages 4-5
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

Recommendation 2.9

1. Board establishes an
effective performance
management  framework that ensures that Management,
including the Chief  Executive Officer performance is at par
with the standards set by the Board and Senior
Management.

COMPLIANT

The Board establishes an effective performance
management framework.

Kindly see the Manual on Corporate Governance, Section
II.A.5. Specific Duties and Functions of the Board.


Source Documents and Link:
Manual on Corporate Governance, Section V.A.2.
Specific Duties and Functions, pages 4-5

https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5vvKqyFdXFQwuhop/view?usp=sharing

2.. Board establishes an
effective performance
management   framework that ensures that personnel’s  performance is at par with the standards set by the Board and Senior Management.

COMPLIANT

Recommendation 2.10

1. Board oversees that an appropriate internal control system is in place

COMPLIANT

The Board oversees an appropriate internal control system for monitoring and managing potential conflict of interest of the  Management, members and shareholders.


Kindly see the Manual on Corporate Governance, Section II.A.5. Specific Duties and Functions of the Board.


Kindly see the Related Party Transactions Operating
Guidelines.


Kindly see the Code of Conduct, Section Avoiding Conflicts of Interest.


Source Documents and Links:
Manual on Corporate Governance, Section V.A.2.
Specific Duties and Functions, pages 4-5

https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing


Related Party Transactions  Policy.
https://drive.google.com/file/d/1aOI3Za09X2P_1DDNQ
GGLtU9f3V9pTc6T/view?usp=sharing

Code of Conduct, Section Avoiding Conflicts of  Interest.
https://drive.google.com/file/d/1sH4Rz3QUILiEkfBwjiw
KlIt8suSucxPt/view?usp=sharing

2. The internal control system includes a mechanism for monitoring and  managing potential conflict of interest of
the Management,  members and shareholders.

COMPLIANT

3. Board approves the Internal Audit Charter

COMPLIANT

The Company has an Internal Audit Charter approved by the Board.
Source Documents and Links:
https://drive.google.com/file/d/1T1Fd_HBh9pubB2RsH
eNBU2RNj0DVL-oO/view?usp=sharing

Recommendation 2.11

1. Board oversees that the Company has in place a sound enterprise risk management (ERM)
framework to effectively
identify, monitor, assess and manage key  business risks.

COMPLIANT

The Board oversees the sound risk management
framework to monitor and manage strategic, regulatory, operational and financial risks.


Kindly see the Manual on Corporate Governance, Section II.A.5. Specific Duties and Functions of the Board and Section II.K. Risk Officer.
Kindly see the Risk Management Framework Operating Guideline – Enterprise

Source Documents and Link:
Manual on Corporate Governance, Section V.A.2.
Specific Duties and Functions of the Board, pages 4-6


https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing


Manual on Corporate Governance, Section V.K. Risk
Officer, pages 20-21


https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

Risk Management Framework Operating Guideline – Enterprise
https://drive.google.com/file/d/1kwNbdhbwVCEKnbGti
XKCY22FGSVTm9WE/view?usp=sharing

2. The risk management
framework guides the Board in identifying unit/business lines and enterprise- level risk
exposures, as well as the effectiveness of risk management strategies.

COMPLIANT

Recommendation 2.12

1. Board has a Board Charter that formalizes and clearly states its roles, responsibilities, and accountabilities in carrying out its fiduciary duties.

COMPLIANT

The Board approved the Manual on Corporate Governance, which sets forth its purposes, authority, duties and responsibilities, structure, and procedures.

Source Documents and Link:
Manual on Corporate Governance:
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

2. Board Charter serves as a guide to the directors in the performance of their functions

COMPLIANT

3. Board Charter is publicly available and posted on the Company’s website.

COMPLIANT

The Board Charter will be published this year.

Principle 3: Board committees should be set up to the extent possible to support the effective performance of the Board’s functions, particularly with respect to audit, risk management, related party transactions, and other key corporate governance concerns, such as nomination and remuneration.
The composition, functions and responsibilities of all committees established should be contained in a publicly available Committee Charter.

Recommendation 3.1

1. Board establishes board committees that focus on  specific board functions to aid in the optimal  performance of
its roles and responsibilities

NON-
COMPLIANT

All Committees will be formed and
organized this year.

Recommendation 3.2

1. Board establishes an Audit Committee to enhance its oversight capability over the Company’s financial reporting, internal control system, internal and external audit processes, and compliance with applicable laws and
regulations.

NON-
COMPLIANT

There is no official Audit Committee yet but one will be established this  year

2. Audit Committee is composed of at least three  ppropriately  qualified non-
executive directors, the majority of whom, including
the Chairman is  independent.

NON-
COMPLIANT

There is no official Audit Committee yet but one will be established this  year

3. All the members of the committee have relevant background, knowledge, skills, and/or experience in the areas of accounting, auditing and finance

NON-
COMPLIANT

There is no official Audit Committee yet but one will be established this  year

4. The Chairman of the Audit Committee is not the Chairman of the Board or of any other  committee.

NON-
COMPLIANT

There is no official Audit Committee yet but one will be established this  year

Recommendation 3.3

1. Board establishes a Corporate Governance
Committee tasked to assist the Board in the performance
of its corporate governance  responsibilities, including the functions that were formerly assigned to a Nomination and Remuneration Committee.

NON-
COMPLIANT

The Corporate and Governance Committee will be established this  year.

2. Corporate Governance Committee is  composed of at least three  members, majority of whom should be
independent  directors

NON-
COMPLIANT

The Corporate and Governance Committee will be established this  year.

3. Chairman of the Corporate  Governance  Committee is an independent  director

NON-
COMPLIANT

The Corporate and Governance Committee will be established this  year.

Recommendation 3.4

1. Board establishes a separate Board Risk Oversight  Committee (BROC) that should be  responsible for the oversight of a  company’s  Enterprise Risk  Management
system to ensure its
functionality and
effectiveness.

NON-
COMPLIANT

The Board Risk Oversight Committee (BROC) will be established this year.

2. BROC is composed of at least three members, the majority of whom should be independent  directors, including the Chairman.

NON-
COMPLIANT

The Board Risk Oversight Committee (BROC) will be established this year.

3. The Chairman of the BROC is not the Chairman of the
Board or of any other committee.

NON-
COMPLIANT

The Board Risk Oversight Committee (BROC) will be established this year.

4. At least one member of the BROC has relevant thorough knowledge and experience on
risk and risk  management

NON-
COMPLIANT

The Board Risk Oversight Committee (BROC) will be established this year.

Recommendation 3.5

1. The Board establishes a Related Party Transactions
(RPT)  Committee, which is tasked with reviewing all material related party transactions of the Company

NON-
COMPLIANT

Related Party Transactions (RPT) Committee will be established this year.

2. RPT Committee is
composed of at least three non-executive directors, majority of whom should be  independent, including the Chairman.

NON-
COMPLIANT

Related Party Transactions (RPT) Committee will be established this year.

Recommendation 3.6

1. All established committees have a  Committee Charters stating in plain terms their respective purposes,  memberships, structures,
operations, reporting process, resources and other relevant information.

NON-
COMPLIANT

All committees are scheduled to be formed this year.

2. Committee Charters provide  standards for
evaluating the  performance of the Committees.

NON-
COMPLIANT

All committees are scheduled to be formed this year.

3. Committee Charters were fully disclosed on the Company’s website

NON-
COMPLIANT

All committees are scheduled to be formed this year.

Principle 4: To show full commitment to the Company, the directors should devote the time and attention necessary to properly and effectively perform their duties and responsibilities, including sufficient time to be familiar with the corporation’s business

Recommendation 4.1

1. The Directors attends and actively participates in all meetings of the Board, Committees, and  shareholders in person or through tele-/videoconferencing conducted in accordance with the rules and regulations of the Commission.

COMPLIANT

Directors attend Board and Committee  meetings and actively participate in  deliberations and decisions in an objective manner, whether in  person or through tele-/
videoconferencing,  unless prevented by  illness, death in the immediate family,  serious accidents, or other analogous
causes.
Kindly see the Manual on Corporate Governance, Section V.A.3 Duties and Responsibilities of a Director.

Source Documents and  Link:


Manual on Corporate Governance, Section  V.A.3 Duties and Responsibilities of a Director.

https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

The Minutes of the Meeting (MoM) contains information on the attendance and  participation of directors in the Board, Committees, and shareholders’ meetings. The MoM would also show any questions raised or clarification/ explanation sought by the directors

2. The directors review meeting materials for all
Board and   Committee meetings.

COMPLIANT

3. The directors ask the necessary questions or  seek clarifications and explanations during the Board and Committee meetings

COMPLIANT

Recommendation 4.2

1. Non-executive directors concurrently serve as directors to a maximum of
five Insurance Commission Regulated Entities (ICREs) and publicly-listed  companies to
ensure that they have sufficient time to fully prepare for meetings, challenge
Management’s
proposals/views, and oversee the long-term strategy of the
Company.

COMPLIANT

The Manual on Corporate Governance has a policy limiting board seats that a non-executive director can hold simultaneously.
Source Documents and Link:

Manual on Corporate Governance, Section  V.B.2 Corporate Governance Committee. Page 10
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

Recommendation 4.3

1. The directors notify the Company’s  Board where he/she is an  incumbent director before accepting a directorship in another company

COMPLIANT

The Directors will notify the Company’s Board before accepting a directorship in another company.


Kindly see the Manual on Corporate Governance, Section V.A.3. Duties and Responsibilities of a Director.


Manual on Corporate Governance, Section V.A.3. Duties and Responsibilities of a Director. Pages 6-7
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

Principle 5: The Board should endeavor to exercise an objective and independent judgment on all corporate affairs

Recommendation 5.1

1. The Board is composed of
at least twenty percent (20%) independent directors

COMPLIANT

The Board is composed of seven (7) directors,  two (2) of which are independent directors.

Kindly see the General Information Sheet:
https://drive.google.com/file/d/1tqOz3sCYCrqXtKjTaGg
CjxGhCGMy0niR/view?usp=sharing

Recommendation 5.2

1. The  independent directors possess all the  necessary qualifications and none of the disqualifications to hold the position.

COMPLIANT

The Manual om Corporate Governance contains information on the qualifications of an independent director.

Manual on Corporate Governance

https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

Recommendation 5.3

1. The independent directors serve for a  maximum cumulative term of nine years.

As far as Insurance
Companies are concerned, the foregoing term limit  shall be reckoned from 02 January 2015 while the reckoning  date for the Pre-Need Companies
and Health Maintenance
Organizations shall be from 21 September 2016. For other covered entities, all previous terms served by existing  Independent Directors prior to the effectivity of this Circular shall not be included in the application of the term limit prescribed in this item

COMPLIANT

Independent Directors have a maximum cumulative term
of nine (9) years, after which the Independent Director are
perpetually barred from re-election as such in the same
company. He/she may  however, continue to qualify for nomination and election as a Non-Independent Director.
Subject to meritorious justification and shareholder
approval during the annual stockholders meeting, the Board may retain an  independent director who has served as such for nine (9) years.

GENERAL INFORMATION SHEET:
https://drive.google.com/file/d/1tqOz3sCYCrqXtKjTaGg
CjxGhCGMy0niR/view?usp=sharing

2. The Company bars an independent from serving in such capacity after the term limit of nine years

COMPLIANT

3. ln the  instance that the Company retains an
independent director in the same capacity after nine years, the Board submits to the Insurance Commission a formal written justification
and seek  shareholders’
approval during the  annual shareholders’ meeting.

COMPLIANT

Recommendation 5.4

1. The  positions of Chairman of the Board and Chief Executive Officer are  held by separate individuals

NON-
COMPLIANT

Since the Company is still in the process of transition, the positions are still held by the same person.

2. The Chairman of the Board and Chief  Executive Officer have clearly defined
responsibilities.

COMPLIANT

The Manual on Corporate Governance clearly defines the roles and responsibilities of the Chairman of the Board and the Chief Executive Officer.

Kindly see the Manual on Corporate Governance, Section V.A.4.

The Chairman of the Board and Section II.F. Chief Executive Officer


Manual on Corporate Governance,
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5vv
KqyFdXFQwuhop/view?usp=sharing

Recommendation 5.5

1. If the Chairman of the Board is not an  independent
director or where the roles of Chairman and CEO are being held by one person, the  Board should designate a lead director among the independent directors.

NON-
COMPLIANT

The Company is in the process of transition.

Recommendation 5.6

1. Directors with material interest in a transaction
affecting the corporation should abstain from taking part in the deliberations for the same.

COMPLIANT

For 2022, no such abstention was required as no deliberations involved a  conflict of interest.

Recommendation 5.7

1. The non- executive
directors  (NEDs) have
separate  periodic  meetings with the external  auditor and heads of the  internal audit, compliance and risk functions,  without any executive directors present to ensure that proper checks and balances are in place
within the corporation.

NON-
COMPLIANT

The non-executive directors (NEDS) have been appointed and will assume their roles and functions this year.

2. The  meetings are chaired by the lead  independent director.

NON-
COMPLIANT

Principle 6: The best measure of the Board’s effectiveness is through an assessment process. The Board should regularly carry out evaluations to appraise its performance as a body, and assess whether it possesses the right mix of backgrounds and competencies

Recommendation 6.1

1. The Board conducts an annual  assessment of its performance as a whole

COMPLIANT

The Board conducts an annual self-assessment of its
performance as a whole, the performance of each Board
Committee, and the skills and experience of individual
members. The self- assessment results are key factors in the enhancement of directors’ performance and effectiveness in the discharge of their duties.

Manual on Corporate Governance, Section V.A.2.
Specific Duties and  Functions of the Board, pages 4-6

https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5vvKqyFdXFQwuhop/view?usp=sharing

2.The performance of the Chairman is assessed annually by the Board

COMPLIANT

3. The performance of the individual member of the Board is assessed annually by the Board

COMPLIANT

4. The performance of each committee is assessed annually by  the Board.

COMPLIANT

5. Every three years, the assessments are   supported
by an external facilitator.

COMPLIANT

Recommendation 6.2

1. Board has in place a system that provides, at the minimum, criteria and process to etermine the performance of the Board, individual directors and committees.

COMPLIANT

The Company has a board assessment process in place.
Every year, the Directors answer a Board Effectiveness
Questionnaire (BEQ) to assess the effectiveness of the Board and Board Committees in the  performance and exercise of their functions and mandate under the Manual on  Corporate Governance,  Charters of the various Board
Committees, and applicable laws and regulations.

Kindly see the link to Board Effectiveness Questionnaire
https://drive.google.com/file/d/1PqgwwafjdkEucPzeQZ
eUM3Gm1w1rl3db/view?usp=sharing

2. The system allows for a feedback mechanism from the  shareholders

COMPLIANT

The shareholders may send their feedback to the following contact details:
Email:  arvinmaceda@medicareplus.com.ph
Cellphone number: 0908-815-8780

Principle 7: Members of the Board are duty-bound to apply high ethical standards, taking into account  the interests of all stakeholders

Recommendation 7.1

1. Board adopts a Code of Conduct and Ethics, which provide standards for professional  and ethical behavior, as well as  articulate acceptable and  unacceptable conduct and practices in
internal and external dealings of the Company

COMPLIANT

The Code of Conduct, applicable to all Directors of the Board, Management Team, and employees, sets out clear standards for  professional behavior and  empowers all to do the right thing.

Source Documents and Link:
Code of Conduct:
https://drive.google.com/file/d/1sH4Rz3QUILiEkfBwjiw
KlIt8suSucxPt/view?usp=sharing
Code of Discipline:
https://drive.google.com/file/d/1Dv3u6JavEd4C2bqtjvF
7RDwF_HqTlHhp/view?usp=sharing

2. The Code is properly disseminated to the Board, senior  management and employees.

COMPLIANT

The Code of Conduct was properly disseminated to the
newly hired employees.

3. The Code is disclosed and made  available to  the public through the company website

NON-COMPLIANT

The Code is being finalized and will be made available to the company website once the Board approved the final  version of the Code.

Recommendation 7.2

1. Board ensures the proper and efficient  implementation and  monitoring of compliance with the Code of Business
Conduct and Ethics

COMPLIANT

To make sure that the  Standards of Ethical Conduct are followed, we have our own Code of Discipline. The Board of Directors and all staff are required to uphold the Standards
of Ethical Conduct.

Code of Conduct:
https://drive.google.com/file/d/1sH4Rz3QUILiEkfBwjiw
KlIt8suSucxPt/view?usp=sharing


Code of Discipline:
https://drive.google.com/file/d/1Dv3u6JavEd4C2bqtjvF
7RDwF_HqTlHhp/view?usp=sharing

2. Board ensures the proper and efficient implementation and monitoring of compliance with company internal policies

COMPLIANT

Principle 8: The Company should establish corporate disclosure policies and procedures that are practical and ln accordance with best practices and regulatory expectations.

Recommendation 8.1

1. Board establishes
corporate disclosure policies and  procedures to ensure a comprehensive, accurate,
reliable and timely report to  shareholders and other stakeholders that gives a fair and complete picture of a
company’s financial
condition, results and
business operations.

COMPLIANT

The Company recognizes that the most cogent proof of good corporate governance is that which is visible to the eyes of its investors. All shareholders shall be allowed to inspect corporate books and  records, including minutes of
Board meetings and stock registries, in accordance with the Corporation Code, and shall be furnished with annual reports, including financial statements, without cost or restrictions.
Kindly see the Manual on Corporate Governance, Section X. Shareholders’ Benefit.

Manual on Corporate Governance, Section X. Shareholder’s benefits
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

Recommendation 8.2

1. Board fully discloses all relevant and material information on  individual board  members to evaluate
their  experience and qualifications, and assess any potential conflicts of interest that might affect their judgment.

COMPLIANT

The directors’ academic qualifications, share-ownership in the Company, membership in other boards, other executive positions, professional experiences, expertise, and relevant trainings attended can be found in the Annual
Report and General Information Sheet.

Kindly see the the link to General Information Sheet

GENERAL INFORMATION SHEET:
https://drive.google.com/file/d/1tqOz3sCYCrqXtKjTaGg
CjxGhCGMy0niR/view?usp=sharing
Kindly see the link to Company’s Annual Report:
Annual Report:
https://drive.google.com/drive/folders/1sA1KDwupY2_EEnKOtAyGxjKEvCgkrUWv?usp=sharing

2. Board fully discloses all relevant and material
information on key  executives to evaluate their  experience and  qualifications, and assess any potential conflicts of
interest that might affect their judgment

COMPLIANT

Recommendation 8.3

1. Company provides a clear disclosure of its policies and procedure for setting Board remuneration, including the level and mix of the same in the Annual Corporate Governance Report consistent with ASEAN Corporate Governance Scorecard (ACGS) and the Revised Corporation Code

COMPLIANT

Remuneration for board members is a key component of corporate governance and is an important consideration
for companies when setting compensation for their
directors. Board members are responsible for  overseeing the company’s strategic direction, managing risk, and ensuring that the company is  operating in the best interests of its shareholders. Therefore, it is important that their remuneration is fair and transparent and aligns with the company’s objectives.


Kindly see the link to our Manual on Corporate Governance,
Section V.A.8. Remuneration.


Manual on Corporate Governance Section V.A.8.
Remuneration:
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

2. Company provides a clear disclosure of its policies and procedure for setting Executive  remuneration, including the level and mix of the same in the Annual Corporate Governance Report  consistent with ASEAN Corporate Governance Scorecard (ACGS) and the Revised Corporation Code

COMPLIANT

3. Company discloses the remuneration on an individual basis, including termination and retirement provisions.

NON-COMPLIANT

The Company chose not to disclose remuneration.

Recommendation 8.4

1. Company discloses its policies governing Related Party  Transactions (RPTs) and
other unusual or  infrequently occurring  transactions

COMPLIANT

The Company has a Related Party Transactions Policy in
place.


Kindly see the link to RPT Policy.
Related Party Transactions Policy.
https://drive.google.com/file/d/1aOI3Za09X2P_1DDNQ
GGLtU9f3V9pTc6T/view?usp=sharing

2. Company discloses
material or significant RPTs in its Annual Company Report or
Annual Corporate
Governance Report,  reviewed and approved by the Board, and submitted for  confirmation by majority vote of the stockholders in the annual stockholders’ meeting during the year.

COMPLIANT

Recommendation 8.5

1. Company’s corporate
governance policies, programs and procedures are contained in its Manual on Corporate Governance
(MCG).

COMPLIANT

2. Company’s MCG is posted on its  company website

NON-
COMPLIANT

MCG is to be uploaded in the company website.

Principle 9: The Company should establish standards for the appropriate selection of an external auditor, and exercise effective oversight of the same
to strengthen the external auditor’s independence and enhance audit quality.

Recommendation 9.1

1. Audit Committee has a robust process for approving and  recommending the appointment,  reappointment, removal, and fees of the external  auditors.

COMPLIANT

The Audit Committee recommends to the Board the appointment, reappointment, removal and fees of the External Auditor, duly accredited by the Commission, who undertakes an independent audit of the corporation, and provide an objective assurance on the manner by which the financial statements should be prepared and presented to the stockholders.

Kindly see the Audit Committee Charter.
Audit Committee Charter:
https://drive.google.com/file/d/1l52gJKj0_AtF0n5a-
psfdA-OaOFWPISR/view?usp=sharing

2. The appointment,
reappointment, removal, and fees of the external auditor is recommended by the Audit Committee, approved by the Board and ratified by the shareholders.

COMPLIANT

3. For removal of the external auditor, the reasons for removal or change are disclosed to the regulators and the public through the
company website and
required disclosures.

COMPLIANT

The removal of external auditor, the reasons for removal or change will be disclosed to the regulators and the public through the company website.

Link to our company website:
https://medicareplusinc.com/

Recommendation 9.2

1. Audit Committee
Charter includes the
Audit Committee’s responsibility on:

i. assessing the integrity
and independence of
external auditors;

ii. exercising effective
oversight to review
and monitor the
external auditor’s
independence and
objectivity; and

iii. exercising effective
oversight to review
and monitor the effectiveness of the audit process, taking
into consideration
relevant Philippine
professional and regulatory requirements.

COMPLIANT

The Audit Committee Charter Includes the Committee’s responsibility on assessing the integrity and independence of external auditors, exercising effective oversight to review
and monitor the external auditor’s independence and
objectivity, exercising  effective oversight to review and monitor the effectiveness of the audit process, taking into consideration relevant. It also contains the  Committee’s responsibility on reviewing and monitoring the external auditor’s suitability and effectiveness on an annual basis.

Audit Committee Charter:
https://drive.google.com/file/d/1l52gJKj0_AtF0n5a-
psfdA-OaOFWPISR/view?usp=sharing

2. Audit Committee Charter contains the Committee’s responsibility on  reviewing and monitoring the external
auditor’s suitability and
effectiveness on an  annual basis

COMPLIANT

Recommendation 9.3

1. Company discloses the nature of non-audit services performed by its external auditor in the Annual Report to deal with the potential
conflict of interest

COMPLIANT

There was no conflict of interest noted. External  auditors were aware of this control.

2. Audit Committee stays alert for any potential conflict of interest situations, given the guidelines or policies on non- audit services, which could be
viewed as impairing the
external auditor’s  objectivity

COMPLIANT

There was no conflict of interest noted. External  auditors were aware of this control.

Principle 10: The Company should ensure that the material and reportable non-financial and sustainability issues are disclosed.

Recommendation 10.1

1. Board has a clear and
focused policy on the
disclosure of non- financial information, with emphasis on the management of
economic,environmental,social and governance (EESG) issues of its business, which underpin sustainability.

COMPLIANT

The Board adopts a globally recognized standard/framework in disclosing to all shareholders/members all material information about the Company which could adversely affect its viability or the interests of the shareholders. Such  information include,
among others, earnings results, acquisition or disposition of assets, off balance sheet transactions, related party transactions, non-financial information (strategic and operational objectives, sustainability issues, etc.), and direct
and indirect remuneration of members of the Board and
Management. All such information should be disclosed through the appropriate exchange mechanisms and  submissions to the Commission.


Kindly see the Manual on Corporate Governance, Section IX. Reportorial or Disclosure System of Corporate Governance Policies.


Manual on Corporate Governance, Section IX.
Reportorial or Disclosure System of Corporate Governance Policies:
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

2. Company adopts a globally recognized
standard/framework in
reporting sustainability and non- financial issues.

COMPLIANT

Principle 11: The Company should maintain a comprehensive and cost-efficient communication channel for disseminating relevant information. This channel is crucial for informed decision – making by investors, stakeholders and interested users.

Recommendation 11.1

1. The Company should have a website to ensure a comprehensive, cost efficient, transparent, and timely manner of disseminating relevant information to the public.

COMPLIANT

Link to our company website:

https://medicareplusinc.com/

Principle 12: To ensure the integrity, transparency and proper governance in the conduct of its affairs, the Company should have a strong and effective internal control system and enterprise risk management framework.

Recommendation 12.1

1. Company has an adequate and effective internal control system in the conduct of its business.

COMPLIANT

The chart of quality service programs for internal audit
functions and information about risk management
framework can be found on the Internal Audit Charter.


Internal Audit Charter:


https://drive.google.com/file/d/1T1Fd_HBh9pubB2RsH
eNBU2RNj0DVL-oO/view?usp=sharing

2. Company has an adequate and effective enterprise risk management framework in the conduct of its  business

COMPLIANT

The details on this can be found in Manual on  Corporate Governance Section V.K. Risk Officer and the Risk Management Framework – Enterprise Operating Guideline.
Manual on Corporate  Governance, Section V.K. Risk Officer, pages 20-21 https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

Risk Management Framework Operating Guideline – Enterprise
https://drive.google.com/file/d/1kwNbdhbwVCEKnbGti
XKCY22FGSVTm9WE/view?usp=sharing

Recommendation 12.2

1. Company has in place an independent internal audit function that provides an independent and objective assurance, and consulting services designed to add value and improve the Company’s operations.

COMPLAINT

The details can be found in the Internal Audit Charter.

Kindly see the Internal Audit Charter

Internal Audit Charter:
https://drive.google.com/file/d/1T1Fd_HBh9pubB2RsH
eNBU2RNj0DVL-oO/view?usp=sharing

Recommendation 12.3

1. The Company has a
qualified Chief Audit
Executive (CAE)  appointed by the Board.

NON-
COMPLIANT

The Company does not have an officially appointed Chief  Audit Executive yet.

2. CAE oversees and is
responsible for the internal audit activity of the organization, including that portion that is outsourced to a third-party service  provider.

NON-
COMPLIANT

The Company does not have an officially appointed Chief  Audit Executive yet.

3. ln case of a fully outsourced internal audit activity, qualified independent executive or senior management personnel is assigned the responsibility for managing the fully outsourced internal audit
activity.

NON-
COMPLIANT

The Company does not have an officially appointed Chief  Audit Executive yet.

Recommendation 12.4

1. The Company has a
separate risk  management function to identify, assess and monitor key risk exposures.

NON-
COMPLIANT

The Company does not have a separate section devoted to risk management.

Recommendation 12.5

1. In managing the Company’s Risk Management System,  the Company has a Chief Risk Officer (CRO), who is the ultimate champion of Enterprise Risk Management (ERM).

NON-
COMPLIANT

The company does not have an officially appointed Chief Risk Officer yet.

2. CRO has adequate
authority, stature,  resources and support to fulfill his/her responsibilities.

NON-
COMPLIANT

The company does not have an officially appointed Chief Risk Officer yet.

Principle 13: The Company should treat all shareholders fairly and equitably, and also recognize, protect and facilitate the exercise of their rights.

Recommendation 13.1

1. Board ensures that basic shareholder rights are disclosed in the Manual on Corporate Governance

COMPLIANT

The Board is committed to respect the rights of the
shareholders, as follows:

1. Voting Right

2. Power of
Inspection

3. Right to Information

4. Right to Dividends

5.Appraisal Right


Kindly see the Manual on Corporate Governance, Section X. Shareholders’ Benefit

Manual on Corporate Governance, Section X.
Shareholders’ Benefit:
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

2. Board ensures that basic shareholder rights are disclosed on the  Company’s website.

NON-COMPLIANT

Basic shareholder rights will be disclosed on the company’s website.

Recommendation 13.2

1. Board encourages active shareholder participation by sending the Notice of Annual
and Special  Shareholders’ Meeting with sufficient and relevant information at least 21 days before the meeting

NON – COMPLAINT

As provided in the Manual on Corporate Governance, the Board should be  transparent and fair in the conduct of the annual and special shareholders’  meetings of the Corporation. The shareholder should be encouraged to personally attend such meetings. If they cannot attend, they should be apprised ahead of time of their right to appoint a proxy. Subject to the  requirements of the by-laws,
the exercise of that right  shall not be unduly restricted and any doubt about the validity of a proxy should be resolved in the shareholder’s favor. Notice of Annual and Special Shareholders’ Meeting, containing the date, location, meeting agenda and its rationale and explanation, and details of issues to be deliberated upon and approved or ratified at the meeting,
among others, shall be sent to the shareholders at least 21 days before the scheduled meeting.


Manual on Corporate Governance, Section X.C. Conduct of Shareholders’  Meetings
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

Recommendation 13.3

1. Board encourages active shareholder participation by making the result of the votes
taken during the most recent Annual or Special
Shareholders’ Meeting
publicly available the next
working day

COMPLIANT

The Minutes of the Meetings are being disclosed to the
shareholders personally.

2. Minutes of the Annual and Special Shareholders’ Meetings are available on the company website within five business days from the end of the meeting.

NON-
COMPLIANT

The Minutes of the Meeting are to be uploaded to the website.

Recommendation 13.4

1. Board has an  alternative dispute mechanism to resolve
intra-corporate disputes in an amicable and effective manner.

COMPLIANT

Section V.2.J. of the Manual and Corporate Governance
provides that the Board shall establish and maintain an
alternative dispute  resolution system in the Corporation that can amicably settle conflicts or differences between the Corporation and its  shareholders, and the Corporation and third parties, including the regulatory authorities.

Manual on Corporate Governance, Section V.2.J Specific Duties and Function of the Board
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

2. The alternative dispute
mechanism is included in the Company’s Manual on Corporate  Governance.

COMPLIANT

Principle 14: The rights of stakeholders established by law, by contractual relations and through voluntary commitments must be respected. Where stakeholder’s rights and/or interests are at stake, stakeholders should have the opportunity to obtain prompt effective redress for the violation of their rights.

Recommendation 14.1

1. Board identifies the
Company’s various stakeholders and  promotes cooperation between them and the Company in creating
wealth, growth and sustainability.

COMPLIANT

The General Information Sheet (GIS) identifies the
company’s shareholders, while the Manual on Corporate Governance contains information on the company’s policies and programs for its  stakeholders.


GENERAL INFORMATION SHEET:
https://drive.google.com/file/d/1tqOz3sCYCrqXtKjTaGg
CjxGhCGMy0niR/view?usp=sharing


Manual on Corporate Governance
https://drive.google.com/file/d/1pAgcPO

Recommendation 14.2

1. Board establishes clear
policies and programs to
provide a mechanism on the
fair treatment and protection
of stakeholders

COMPLAINT

The Manual on Corporate Governance provides that the Board shall provide for its stakeholders a  mechanism on the fair treatment, protection and the enforcement of their
rights.


Manual on Corporate Governance,
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

Recommendation 14.3

1. Board adopts a transparent framework and process that allows stakeholders to communicate with the
Company and to obtain
redress for the violation of their rights

COMPLIANT

Our stakeholders can voice their concerns and/or
complaints about the  possible violation of their rights to the Corporate Secretary in the following contact details:
Email: arvinmaceda@medicareplus.com.ph
Cellphone number: 0908-815-8780

Principle 15: A mechanism for employee participation should be developed to create a symbiotic environment, realize the Company’s goal and participate in its corporate governance processes.

Recommendation 15.1

1. Board establishes policies, programs and procedures that encourage employees to
actively participate in the realization of the Company’s goals and in its governance.

COMPLIANT

The General Information Sheet (GIS) identifies the
company’s shareholders, while the Manual on Corporate Governance contains information on the company’s policies and programs for its  stakeholders.


GENERAL INFORMATION SHEET:
https://drive.google.com/file/d/1tqOz3sCYCrqXtKjTaGg
CjxGhCGMy0niR/view?usp=sharing


Manual on Corporate Governance
https://drive.google.com/file/d/1pAgcPO

Recommendation 15.2

1. Board sets the tone and makes a stand against corrupt practices by adopting an anti-corruption policy and
program in its Code of
Conduct.

COMPLAINT

Section III of the Code of Business Conduct and Ethics
provides that company and its employees, officers,
directors, contractors, agents, and other representatives will not offer, accept, promise, provide, or receive any bribe, kickback, or other improper payment to any person or organization for the purpose of obtaining or retaining
business.

Code of Business Conduct and Ethics:
https://drive.google.com/file/d/1sH4Rz3QUILiEkfBwjiw
KlIt8suSucxPt/view?usp=sharing

2. Board disseminates the policy and program to employees across the
organization through
trainings to embed them in the Company’s culture.

COMPLAINT

The Code of Conduct is annually disseminated to all
directors, officers and employees and explained to new directors, officers and employees during onboarding or orientation.


Code of Business Conduct and Ethics:
https://drive.google.com/file/d/1sH4Rz3QUILiEkfBwjiw
KlIt8suSucxPt/view?usp=sharing

Recommendation 15.3

1. Board establishes a
suitable framework for
whistleblowing that allows employees to freely communicate their concerns about illegal or unethical practices, without fear of retaliation.

COMPLIANT

The Whistleblower program of the Company provides a
formal mechanism and channel for officers and employees to raise  feedback, inquiries, serious concerns about a perceived wrongdoing or questionable or unethical behavior or transaction, malpractice, or any risk, involving the Company or any of its officers and employees. The
Company strictly prohibits any form of retaliation against those reporting concerns in good faith and guarantees that
the whistleblower will be shielded or free from reprisals, harassment, or disciplinary action.

For more details kindly see the company’s Whistle Blowing
Policy.
WHISTLEBLOWING POLICY:
https://drive.google.com/file/d/1fTx-
sunQ0XCo0JpsjQ_BA7GoM1lk3kqM/view?usp=sharing

The Board oversees the integrity, independence, and
effectiveness of the policies and procedures for
whistleblowing.
Manual on Corporate Governance, Section V.2.  Specific
Duties and Function of the Board
https://drive.google.com/file/d/1pAgcPOl2AbDOMCZF5
vvKqyFdXFQwuhop/view?usp=sharing

2. Board establishes a
suitable framework for
whistleblowing that allows employees to have direct access to an independent member of the Board or a unit created to handle whistleblowing concerns.

COMPLIANT

3. Board supervises and
ensures the enforcement of the whistleblowing
framework

COMPLIANT

Principle 16: The Company should be socially responsible in all its dealings with the communities where it operates. It should ensure that its interactions serve its environment and stakeholders in a positive and progressive manner that is fully supportive of its comprehensive and balanced development.

Recommendation 16.1

1. Company recognizes and places importance on the interdependence between business and society, and promotes a mutually beneficial relationship that allows the Company to grow its business, while contributing to the
advancement of the society where it  operates.

NON-COMPLIANT

Corporate Social Responsibility has to be established this year.