Philodrill : Integrated Annual Corporate Governance Report for 2022

COVER SHEET

3 8 6 8 3

S.E.C. Registration Number

T H E

P H I L O D R I L L

C O R P O R A T I O N

(Company's Full Name)

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(Business Address : No. Street City / Town / Province)

Josephine C. Lafiguera-Ilas

Contact Person

1	2		3	1		SEC FORM I-ACGR
Month		Day			FORM TYPE

8631-8151 to 52

Company Telephone Number

0	6		3rd	Wed

Month Day

Annual Meeting

Secondary License Type, If Applicable

Dept. Requiring this Doc.

Amended Articles Number/Section

Total Amount of Borrowings

Total No. of Stockholders

Domestic

Foreign

To be accomplished by SEC Personnel concerned

File Number

LCU

Document I.D.

Cashier

S T A M P S

Remarks = pls. use black ink for scanning purposes

SEC FORM - I-ACGR

INTEGRATED ANNUAL CORPORATE GOVERNANCE REPORT

GENERAL INSTRUCTIONS

1. Use of Form I-ACGR
   This SEC Form shall be used as a tool to disclose Publicly-Listed Companies' compliance/non- compliance with the recommendations provided under the Code of Corporate Governance for Publicly-Listed Companies, which follows the "comply or explain" approach, and for harmonizing the corporate governance reportorial requirements of the SEC and the Philippine Stock Exchange (PSE).
2. Preparation of Report
   These general instructions are not to be filed with the report. The report shall contain the numbers and captions of all items.
   The I-ACGR has four columns, arranged as follows:

RECOMMENDED CG

COMPLIANT/

ADDITIONAL

EXPLANATION

PRACTICE/POLICY

NON-

INFORMATION

COMPLIANT

Contains CG Practices/ Policies,

The

company

The

company

The PLCs shall provide

labelled as follows:

shall

indicate

shall

provide

the

explanations

for

compliance or

additional

any

non-compliance,

(1) "Recommendations"

-

non-

information to

pursuant to the "comply

derived from the CG Code

compliance

support their

or explain" approach.

for PLCs;

with

the

compliance

(2) "Supplement

to

recommended

with

the

Please

note that

the

Recommendation"-

practice.

recommended

explanation given should

derived from the PSE CG

CG practice

describe

the

non-

Guidelines

for

Listed

compliance and

include

Companies;

how

the

overall

(3) "Additional

Principle

being

Recommendations"-CG

recommended

is

still

Practices not found in the CG

being achieved by the

Code for PLCs and PSE CG

company.

Guidelines but are expected

already of PLCs; and

*"Not

Applicable"

or

(4) "Optional

"None"

shall

not

be

Recommendation"-

considered

as

practices

taken

from

the

sufficient explanation

ASEAN

Corporate

Governance Scorecard

*Items under (1) - (3) must be

answered/disclosed

by

the

PLCs following the "comply or

explain" approach. Answering

of items under (4) are left to

the discretion of PLCs.

1. Signature and Filing of the Report
2. 1. Three (3) copies of a fully accomplished I-ACGR shall be filed with the Main Office of the Commission on or before May 30 of the following year for every year that the company remains listed in the PSE;
   2. At least one (1) complete copy of the I-ACGR shall be duly notarized and shall bear original and manualsignatures
   3. The I-ACGR shall be signed under oath by: (1) Chairman of the Board; (2) Chief Executive Officer or President; (3) All Independent Directors; (4) Compliance Officer; and (5) Corporate Secretary.
   4. The I-ACGR shall cover all relevant information from January to December of the given year.
   5. All reports shall comply with the full disclosure requirements of the Securities Regulation Code.

SEC Form - I-ACGR * Updated 21Dec2017

Page 2 of 56

SEC FORM - I-ACGR

INTEGRATED ANNUAL CORPORATE GOVERNANCE REPORT

1. For the fiscal year ended DEC. 31, 2022
2. SEC Identification Number 38683 3. BIR Tax Identification No. 000-315-612-000

4. Exact name of issuer as specified in its charter The Philodrill Corporation

5.	Metro Manila, Philippines	6.	(SEC Use Only)
	Province, Country or other jurisdiction of	Industry Classification Code:
	incorporation or organization
7.	8th Floor Quad Alpha Centrum, 125 Pioneer St. Mandaluyong City		1550__
	Address of principal office				Postal Code

1. (632) 86318151-52; (632) 86311801-05Issuer's telephone number, including area code
2. N.A

Former name, former address, and former fiscal year, if changed since last report.

SEC Form - I-ACGR * Updated 21Dec2017

Page 3 of 56

INTEGRATED ANNUAL CORPORATE GOVERNANCE REPORT
	COMPLIANT/	ADDITIONAL INFORMATION	EXPLANATION
	NON-
	COMPLIANT

The Board's Governance Responsibilities

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

Recommendation 1.1

1. Board is composed of directors with	Compliant	Provide information or link/reference	Please see Company's website
collective working knowledge, experience		to a document containing	http://philodrill.com/1h2_board_directors.ht
or expertise that is relevant to the		information on the following:	ml;
company's industry/sector.
		1.	Academic qualifications, industry	http://philodrill.com/2cg1_corporate_gove
			knowledge, professional	rnance.html
2. Board has an appropriate mix of	Compliant		experience, expertise and	Please see Company's website
competence and expertise.			relevant trainings of directors	http://philodrill.com/1h2_board_directors.ht
		2.	Qualification standards for	ml
			directors to facilitate the selection	CG trainings on
			of potential nominees and to	https://philodrill.com/2cg1_corporate_gov
			serve as benchmark for the	ernance.html
3. Directors remain qualified for their positions	Compliant		evaluation of its performance	Please see Company's website
individually and collectively to enable				http://philodrill.com/1h2_board_directors.ht
them to fulfill their roles and responsibilities				ml
and respond to the needs of the
organization.				Please see Board Charter
				http://philodrill.com/documents14/2018_05
				23_board_charter.pdf
Recommendation 1.2
1. Board is composed of a majority of non-	Compliant	Identify or provide link/reference to a	Please see Company's website
executive directors.		document identifying the directors	http://philodrill.com/1h2_board_directors.ht
		and the type of their directorships	ml
Recommendation 1.3

SEC Form - I-ACGR * Updated 21Dec2017

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