is the foundation of the Company's governance policies, which states the responsibilities of the Board, Management and the Company to stockholders and all other stakeholders. It complies with the SEC Code of Corporate Governance under SEC Memorandum Circulars No. 19 Series of 2016, No. 24 Series of 2019. The Corporate Governance Manual was amended and approved by the Board on February 11, 2021. All relevant Company policies and committee charters are annexed to the MOCG.

establishes the commitment of everyone in the Company to do business according to the highest standards of ethics. The Code decrees the principles and values which shall guide and govern all decisions and actions of the Company's Directors, Officers, and Employees when performing their respective duties and responsibilities, and all of the Company's business relationships. This was adopted by the Company on February 23, 2011.

sets the requirements for all Directors, Officers and Employees to observe the highest degree of transparency, selflessness and integrity in the performance of their duties, free from any form of conflict with personal interest. This was adopted by the Company on February 23, 2011.

regulates the acceptance of gifts offered and given by third parties to prevent all directors, officers and employees from putting themselves in situations that could affect the fair, objective and effective performance of their duties. This was adopted by the Company on November 29, 2016.

provides guidance and procedural safeguards with respect to giving gifts to government officers/officials and business partners for or on behalf of the Company in accordance with applicable laws and Company policies. Directors, officers, employees and consultants are enjoined to strictly comply with this Policy. This was adopted by the Company on November 10, 2017.

provides guidelines on handling employee disclosures or complaints of violation of rules pertaining to the aforestated matters, protects whistleblowers from retaliation, and ensures confidentiality and fairness in the handling of a disclosure or complaint. This was adopted by the Company on February 26, 2013.

Employees' conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow colleagues. Any suspected misconduct or awareness of irregularities may be reported to the appropriate level of management or to the CG office through the following channels:
All text messages, calls, detailed notes and/or emails received will be dealt with confidentiality.

seeks to ensure that the Company upholds the highest professional standards in business practices and ethics in its dealings with suppliers and contractors in the procurement of goods and services. The policy also seeks to maintain the Company's reputation for equal opportunity and honest treatment of suppliers in all business transactions. It establishes clear rules for arm's length transactions and fair treatment of prospective and existing suppliers with the objectives of always obtaining the best value for the company. The policy specifically adopts the processes of vendor accreditation and competitive bidding as the general rule and establish practices to ensure the contracts are awarded only to qualified and duly-accredited suppliers and vendors who offer the best value for money for the Company's requirements. This was adopted by the Company on February 04, 2015.

regulates trading of shares by Company executives, officers, and employees with direct access to unpublished information relating to the Company's financial and operating results, in the interest of CG and transparency. This was adopted by the Company on March 20, 2017.

ensures that the transaction of the Company with its related parties are conducted in fair and at arms' length terms. This was amended and approved by the Board on October 27, 2021.

enables the Board to periodically identify overall strengths and specific areas for improvements based on results of assessment, and to obtain important feedback and views from the members of the Board which will collectively form part of Company's overall strategy, performance and/or future directions or endeavors.

pertains to the Company's efforts in averting human rights violations in relation to its operations, its dealings with its partners, suppliers, and contractors, as well as in the rendering of services on its own or through its subsidiaries.

formalizes the Company's stand against corrupt practices and specifies in detail the prohibition against corporate gift-giving to public and private individuals or entities that constitutes bribery or corruption.

The Company aims to establish the right culture and promote the right behavior. These are integral aspects of corporate governance in the company. Doing this requires the proper structures, policies and processes which are all made relevant to company personnel through education and communication initiatives.

EDUCATION:
Annual Corporate Governance Enhancement Session
The Company provides continuous corporate governance training for its directors and senior management. The MVP Group of Companies has organized and conducted the corporate governance enhancement sessions and has invited internationally-known and local experts to share their insights and interact with the Board and senior management. See list of trainings. [insert link to ANNEX N - ACGES]

Corporate Governance Orientation
The Company not only trains to get the right "tone at the top", but also applies efforts to "shape the middle". The Company provides corporate governance training for its middle management and extends its corporate governance enhancement sessions to executives. At the beginning of their engagement, all employees go through a corporate governance orientation.

Orientation of Newly Elected Directors
At the start of the service of a new director, the Chairman, President & CEO, Chief Financial Officer, Corporate Secretary, Chief Audit Executive, and Chief Governance Officer give a newly appointed director a briefing on the Company's structure, business and the responsibilities of the Board and its Committees and how each operates. The new director is also furnished with copies of all relevant information about the Company and policies applicable to the directors, including the Company's Articles, By-Laws, Annual Report, Manual on Corporate Governance, Code of Business Conduct and Ethics and the Charters of the Board Committees. Updates on business and governance policies and requirements as well as new laws applicable or relevant to the company and its business, particularly on financial reporting and disclosures and corporate governance, are presented in Board meetings or furnished to directors.