Part E: Responsibilities of the Board (2021-2022)

ASEAN CORPORATE GOVERNANCE SCORECARD SELF-ASSESSMENT

(2021-2022)

PART E: RESPONSIBILITIES OF THE BOARD

ACMF

ASEAN CORPORATE GOVERNANCE SCORECARD

LEVEL 1

PART E: RESPONSIBILITIES OF THE BOARD

SCORECARD ITEM

GUIDING REFERENCE

RESPONSE (Yes/No)

COMPANY REMARKS

E.1 Board Duties and Responsibilities

Clearly defined board responsibilities and corporate governance policy

E.1.1

G20/OECD

PRINCIPLE

V:

YES

PSE's Manual on Corporate GovernanceandPSE's BOD Manualstipulates the

Does

the company disclose its corporate

Disclosure and Transparency

Company's corporate governance policies. These are

disclosed in the

governance policy / board charter?

(A) Disclosure should include, but not

Company's Governancepage under Board Matters.

be limited to, material information on:

9. Governance structures and policies,

PSE's 2021 SEC Form I-ACGR

in particular, the content of any

Pages 20-21, Recommendation 2.12

corporate governance code or policy

and the process by which it is

Page 51, Recommendation 8.7

implemented.

E.1.2

G20/OECD

PRINCIPLE

VI:

YES

In addition to the provisions of the Revised Corporation Code, the Company

Are the types of decisions requiring board of

Responsibilities of the Board

stipulates the corporate actions which requires Board

approval in PSE's

directors / commissioners' approval disclosed?

(D) The board should fulfil certain key

Manual on Corporate GovernanceandPSE's 2021 SEC Form17-A(Annual

functions, including:

Report).

1. Reviewing and guiding corporate

strategy, major plans of action, risk

policy, annual budgets and business

PSE's 2021 SEC Form I-ACGR

plans; setting performance objectives;

Pages 20-21, Recommendation 2.12

monitoring

implementation

and

Page 51, Recommendation 8.7

corporate

performance;

and

overseeing major capital expenditures,

acquisitions and divestitures.

2. Monitoring the effectiveness of the

company's governance practices and

making changes as needed.

3. Selecting, compensating, monitoring

and, when necessary, replacing key

executives and overseeing succession

planning.

4. Aligning key executive and board

remuneration with the longer term

interests of the company and its

shareholders.

JUNE 2021 - MAY 2022 ACGS SELF-ASSESSMENT

2

ACMF ASEAN CORPORATE GOVERNANCE SCORECARD

LEVEL 1

PART E: RESPONSIBILITIES OF THE BOARD

SCORECARD ITEM

GUIDING REFERENCE

RESPONSE (Yes/No)

COMPANY REMARKS

5. Ensuring a formal and transparent

board

nomination

and

election

process.

6. Monitoring and managing potential

conflicts of interest of management,

board

members and

shareholders,

including misuse of corporate assets

and abuse in related party

transactions.

7. Ensuring

the integrity

of

the

corporation's accounting and financial

reporting

systems,

including

the

independent

audit,

and

that

appropriate systems of control are in

place, in particular, systems for risk

management,

financial

and

operational

control, and compliance

with the law and relevant standards.

8. Overseeing the process of disclosure

and communications.

E.1.3

G20/OECD

PRINCIPLE

VI:

YES

The roles and responsibilities of the Company's Board of Directors are clearly

Are the roles and responsibilities of the board

Responsibilities of the Board

stated inPSE's Manual on Corporate Governance(Article IV, Section 2 -

of directors / commissioners clearly stated?

(D) The board should fulfil certain key

Establishing Clear Roles and Responsibilities of the Board of Directors) and

functions, including:

PSE's BOD Manual.

1. Reviewing and guiding corporate

strategy, major plans of action, risk

policy, annual budgets and business

Board of Directors

plans; setting performance objectives;

Board Committees

monitoring

implementation

and

corporate

performance;

and

PSE's 2021 SEC Form I-ACGR

overseeing major capital expenditures,

Pages 20-21, Recommendation 2.12

acquisitions and divestitures.

2. Monitoring the effectiveness of the

company's governance practices and

making changes as needed.

3. Selecting, compensating, monitoring

and, when necessary, replacing key

JUNE 2021 - MAY 2022 ACGS SELF-ASSESSMENT

3

ACMF ASEAN CORPORATE GOVERNANCE SCORECARD

LEVEL 1

PART E: RESPONSIBILITIES OF THE BOARD
SCORECARD ITEM	GUIDING REFERENCE	RESPONSE (Yes/No)	COMPANY REMARKS

executives and overseeing succession planning.

1. Aligning key executive and board remuneration with the longer term interests of the company and its shareholders.
2. Ensuring a formal and transparent board nomination and election process.
3. Monitoring and managing potential conflicts of interest of management, board members and shareholders, including misuse of corporate assets and abuse in related party transactions.
4. Ensuring the integrity of the corporation's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk
   management, financial and operational control, and compliance with the law and relevant standards.
5. Overseeing the process of disclosure and communications.

Corporate Vision/Mission

E.1.4	G20/OECD	PRINCIPLE	VI:	YES	The Company's updated vision and mission statement are stated in its website
Does the company have an updated vision and	Responsibilities of the Board			(Mission, Vision and Values).PSE's Manual on Corporate Governance(Article
mission statement?	ICGN (2014):	4.1 Code	of		IV, Section 2 - Establishing Clear Roles and Responsibilities of the Board of
	Directors) states that it is the duty of the Company's Board of Directors to
		Conduct/Ethics
					formulate (and update / review) vision, mission, strategic objectives, policies
		The board should adopt high standards
			and procedures that shall guide the Company's activities.
		of business ethics through codes of
		conduct/ethics (or similar instrument)
		and oversee a culture of integrity,
	JUNE 2021 - MAY 2022 ACGS SELF-ASSESSMENT					4

ACMF ASEAN CORPORATE GOVERNANCE SCORECARD

LEVEL 1

PART E: RESPONSIBILITIES OF THE BOARD

SCORECARD ITEM

GUIDING REFERENCE

RESPONSE (Yes/No)

COMPANY REMARKS

notwithstanding

differing

ethical

PSE's 2021 SEC Form I-ACGR

norms and legal standards in various

Pages 9-10, Recommendation 2.2

countries. This

should permeate

all

Pages 10-11, Supplement to Recommendation 2.2 (1)

aspects of the company's operations,

ensuring that its vision, mission and

objectives are ethically sound and

demonstrative of its values. Codes

should

be

effectively communicated

and integrated into the company's

strategy and operations, including risk

management

systems

and

remuneration structures.

E.1.5

G20/OECD

PRINCIPLE

VI:

YES

PSE's Manual on Corporate Governance(Article IV, Section 2 - Establishing

Does the board of directors play a leading role

Responsibilities of the Board

Clear Roles and Responsibilities of the Board of Directors) states that it is the

in the process of developing and reviewing the

D. The board should fulfil certain key

duty of the Company's Board of Directors to formulate (and update / review)

vision, mission, strategic objectives, policies and procedures that shall guide

company's strategy at least annually?

functions, including:

the Company's activities.

Reviewing

and

guiding

corporate

strategy, major plans of action, risk

management policies and procedures,

Business objectives and strategies are reviewed annually. This was conducted

annual

budgets

and business

plans;

on 4 October 2021. Mid-term business objectives and strategies are reviewed

setting

performance

objectives;

every three (3) years while long-term business objectives and strategies are

monitoring

implementation

and

reviewed every five (5) years. The Chairman and President's messages contain

corporate

performance;

and

overseeing major capital expenditures,

the business strategies for each year and their implementation. Their messages

acquisitions and divestitures.

are included in the annual report distributed to the Company's stockholders.

The Board also reviews the annual budget and business plans, including the

major expenditures, of the Company.

The Company utilizes its Project Management Framework ("PM Framework")

to guide all project teams in implementing the Company's projects (generally

classified as strategic or non-strategic). The PM Framework outlines common

parameters and best practices in managing projects such as communication

JUNE 2021 - MAY 2022 ACGS SELF-ASSESSMENT

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