CHARTER OF THE BOARD OF DIRECTORS

OF CENTRAL AZUCARERA DE TARLAC

 

 

Section 1. INTRODUCTION

 

This Charter provides the roles, responsibilities and accountabilities of the Board of Directors of Central Azucarera de Tarlac in carrying out its fiduciary duties. This serves as a guide to the directors in the performance of their functions.

 

Section 2. COMPOSITION OF THE BOARD

 

1. Number of Directors

 

The Board shall be composed of at least five (5), but not more than fifteen (15), members who are elected by the stockholders.[1]

 

2. Board Competencies and Diversity

 

The Board shall be composed of directors with a collective working knowledge, experience or expertise that is relevant to the company’s industry/sector. The Board should always ensure that it has an appropriate mix of competence and expertise and that its members remain qualified for their positions individually and collectively, to enable it to fulfill its roles and responsibilities and respond to the needs of the organization based on the evolving business environment and strategic direction.[2]

 

The Company believes in the principle of board diversity as a tool of corporate governance.  To respond to its current needs and evolving business environment and strategic direction, the Company shall endeavor to diversity the composition of its Board,  which includes diversity on, among others, gender, age, ethnicity, culture, skills, competence and knowledge.[3]

3. Independent Directors

The Board shall have at least two (2) Independent Directors or such Independent Directors as shall constitute at least twenty percent (20%) of the members of the Board of Directors, whichever is lesser.[4]

An “Independent Director” is a director independent of the management, who is neither an officer or employee of the Corporation, its parent or subsidiaries or any other individual having a relationship with the Corporation, and who, apart from his fees and shareholdings, is free from any business or other relationship with the Corporation which could, or could reasonable be perceived to, materially interfere with the exercise of independent judgment in carrying out his responsibilities as a director of the company.[5]

 

Section 3. BOARD INDEPENDENCE AND CONFLICT OF INTEREST

 

1. Disclosure of Interest

The Board shall oversee that an appropriate internal control system is in place, including setting up a mechanism for monitoring and managing potential conflicts of interest of Management, board members, and shareholders.[6]

The Board shall fully disclose all relevant and material information on individual board members and key executives to evaluate their experience and qualifications, and assess any potential conflicts of interest that might affect their judgment.[7]

2. Dealing in Corporation’s Shares

All directors shall disclose/report to the Company, through its Compliance Officer any dealings in the Company’s shares within three (3) business days from the date of transaction.[8]

3. Number of Non-Executive Directors (NED)

The Board shall be composed of a majority of non-executive directors (NED) who possess the necessary qualifications to effectively participate and help secure objective, independent judgment on corporate affairs and to substantiate proper checks and balances.[9]

4. Policy on Multiple Board Seats

The non-executive directors (NED) of the Board shall concurrently serve as directors to a maximum of five (5) 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.[10]

A director shall notify the Board where he/she is an incumbent director before accepting a directorship in another company.[11]

 

 

 

 

 

Section 4. ELECTION OF DIRECTORS

 

1. Nomination of Directors

All nominations for the election of Directors by the stockholders shall be submitted in writing to the Corporate Governance Committee at least thirty (30) business days before the scheduled date of the Annual Stockholders’ Meeting.[12]

The Corporate Governance Committee shall ensure that the nominees possess the necessary qualifications and none of the disqualifications provided for by existing laws, rules & regulations, Company’s By-Laws and the Manual on Corporate Governance. The qualifications and disqualifications shall be continuously monitored by the Corporate Governance Committee.[13]

The Company may engage the services of professional search firms or external sources when searching for candidates to the Board. [14]

2. Voting Procedure

The election of the Directors shall be done by ballots[15], or by viva voce, if requested by a stockholder.[16]

Any stockholder who is entitled to vote may vote such number of shares for as many persons as there are Directors to be elected, multiplied by the number of shares, or under the same principle the stockholder may distribute his votes among as many candidates as he believes convenient so long as the number of votes cast by him shall not be more than the number of shares owned by him multiplied by the number of Directors to be elected.[17]

3. Ownership of Corporation Shares

A Director must own of at least twenty (20) shares, which shall be registered in the books of the Corporation. However, an independent director, to qualify as such must own at least one (1) share of the capital stock of the Corporation.[18]

4. Grounds for Disqualification for Nomination

The Corporate Governance Committee shall ensure that the nominees possess the necessary qualifications and none of the disqualifications provided for by existing laws, rules & regulations, Company’s By-Laws and the Manual on Corporate Governance. The qualifications and disqualifications shall be continuously monitored.[19]

The following shall be grounds for the permanent disqualification of a director:

• Any person convicted by final judgment or order by a competent judicial or administrative body of any crime that: (a) involves the purchase or sale of securities, as defined in the Securities Regulation Code; (b) arises out of the person’s conduct as an underwriter, broker, dealer, investment adviser, principal, distributor, mutual fund dealer, futures commission merchant, commodity trading advisor, or floor broker; or (c) arises out of his fiduciary relationship with a bank, quasi-bank, trust company, investment house or as an affiliated person of any of them;[20]
• Any person who, by reason of misconduct, after hearing, is permanently enjoined by a final judgment or order of the SEC, Bangko Sentral ng Pilipinas (BSP) or any court or administrative body of competent jurisdiction from: (a) acting as underwriter, broker, dealer, investment adviser, principal distributor, mutual fund dealer, futures commission merchant, commodity trading advisor, or floor broker; (b) acting as director or officer of a bank, quasi-bank, trust company, investment house, or investment company; (c) engaging in or continuing any conduct or practice in any of the capacities mentioned in sub-paragraphs (a) and (b) above, or willfully violating the laws that govern securities and banking activities.

The disqualification shall also apply if (a) such person is the subject of an order of the SEC, BSP or any court or administrative body denying, revoking or suspending any registration, license or permit issued to him under the Corporation Code, Securities Regulation Code or any other law administered by the SEC or BSP, or under any rule or regulation issued by the Commission or BSP; (b) such person has otherwise been restrained to engage in any activity involving securities and banking; or (c) such person is the subject of an effective order of a self-regulatory organization suspending or expelling him from membership, participation or association with a member or participant of the organization;[21]

• Any person convicted by final judgment or order by a court, or competent administrative body of an offense involving moral turpitude, fraud, embezzlement, theft, estafa, counterfeiting, misappropriation, forgery, bribery, false affirmation, perjury or other fraudulent acts;[22]
• Any person who has been adjudged by final judgment or order of the SEC, BSP, court, or competent administrative body to have willfully violated, or willfully aided, abetted, counseled, induced or procured the violation of any provision of the Corporation Code, Securities Regulation Code or any other law, rule, regulation or order administered by the SEC or BSP;[23]
• Any person judicially declared as insolvent;[24]
• Any person found guilty by final judgment or order of a foreign court or equivalent financial regulatory authority of acts, violations or misconduct similar to any of the acts, violations or misconduct enumerated previously;[25]
• Conviction by final judgment of an offense punishable by imprisonment for more than six years, or a violation of the Corporation Code committed within five years prior to the date of his election or appointment;[26]
• Any person who is engaged in any business or activity which competes with or is antagonistic to that of the Company or any of its subsidiaries and affiliates. Without limiting the generality of the foregoing, a person shall be deemed to be so engaged:
  • If he is an officer, manager or controlling person of, or the owner (either of record or beneficially) of 10% or more of any outstanding class of shares of any corporation (other than one in which the Company owns at least 30% of the capital stock) engaged in a business or activity which the Board, by at least two-thirds vote of the directors present constituting a quorum, determines to be competitive or antagonistic to that of the Company or its subsidiaries and affiliates; or[27]
  • If he is “an officer, manager or controlling person of, or the owner (either of record or beneficially) of 10% or more of any outstanding class of shares of any other corporation or entity engaged in any line of business of the Company or that of its subsidiaries and affiliates and in the judgment of the Board, by at least two-thirds vote of the directors present constituting a quorum, the laws against combinations in restraint of trade shall be violated by such person’s membership in the Board of Directors; or[28]
  • If the Board, in the exercise of its judgment in good faith, determines by at least two thirds vote of the directors present constituting a quorum that he is the nominee of any person set forth in (a) or (b).[29]

The term “subsidiary” as used in this Section is defined as a corporation or entity in which Company directly or indirectly owns, controls or has the power to vote at least majority of the shares or interests therein.[30]

The term “affiliate” as used in this Section is defined as a corporation or entity in which Central Azucarera de Tarlac directly or indirectly owns, controls or has the power to vote at least ten percent (10%) but not more than fifty percent (50%) of the shares or interests therein.[31]

In determining whether or not a person is engaged in a business or activity which competes with or is antagonistic to that of the Company or any of its subsidiaries and affiliates, or if he is a controlling person, beneficial owner, or the nominee of another, or if he suffers from the foregoing disqualifications, the Board may take into account such factors as business, professional and family relationships.[32]

• Other grounds as the SEC may provide.[33]

 

5. Term of Office

The directors are elected annually and assume their offices immediately after their election and discharge their duties until their successors have been elected.[34]

6. Term Limits for Independent Directors

The Board’s independent directors shall serve for a maximum cumulative term of nine (9) years. After which, the independent director shall be perpetually barred from reelection as such in the same company, but may continue to qualify for nomination and election as a non-independent director.[35]

In the instance that a company wants to retain an independent director who has served for nine years, the Board shall provide meritorious justification/s and seek shareholders’ approval during the annual shareholders’ meeting.[36]

7. Qualifications of Independent Directors

The Board shall ensure that its independent directors possess the necessary qualifications and none of the disqualifications for an independent director to hold the position. An Independent Director refers to a person who, ideally:

• Is not, or has not been a senior officer or employee of the covered company unless there has been a change in the controlling ownership of the company;[37]
• Is not, and has not been in the three years immediately preceding the election, a director of the covered company; a director, officer, employee of the covered company’s subsidiaries, associates, affiliates or related companies; or a director, officer, employee of the covered company’s substantial shareholders and its related companies; [38]
• Has not been appointed in the covered company, its subsidiaries, associates, affiliates or related companies as Chairman “Emeritus,” “Ex-Officio” Directors/Officers or Members of any Advisory Board, or otherwise appointed in a capacity to assist the Board in the performance of its duties and responsibilities within three years immediately preceding his election; [39]
• Is not an owner of more than two percent (2%) of the outstanding shares of the covered company, its subsidiaries, associates, affiliates or related companies; [40]
• Is not a relative of a director, officer, or substantial shareholder of the covered company or any of its related companies or of any of its substantial shareholders. For this purpose, relatives include spouse, parent, child, brother, sister and the spouse of such child, brother or sister; [41]
• Is not acting as a nominee or representative of any director of the covered company or any of its related companies;[42]
• Is not a securities broker-dealer of listed companies and registered issuers of securities. “Securities broker-dealer” refers to any person holding any office of trust and responsibility in a broker-dealer firm, which includes, among others, a director, officer, principal stockholder, nominee of the firm to the Exchange, an associated person or salesman, and an authorized clerk of the broker or dealer; [43]
• Is not retained, either in his personal capacity or through a firm, as a professional adviser, auditor, consultant, agent or counsel of the covered company, any of its related companies or substantial shareholder, or is otherwise independent of Management and free from any business or other relationship within the three years immediately preceding the date of his election; [44]
• Does not engage or has not engaged, whether by himself or with other persons or through a firm of which he is a partner, director or substantial shareholder, in any transaction with the covered company or any of its related companies or substantial shareholders, other than such transactions that are conducted at arm’s length and could not materially interfere with or influence the exercise of his independent judgment; [45]
• Is not affiliated with any non-profit organization that receives significant funding from the covered company or any of its related companies or substantial shareholders; and[46]
• Is not employed as an executive officer of another company where any of the covered company’s executives serve as directors.[47]

Related companies, as used in this section, refer to (a) the covered entity’s holding/parent company; (b) its subsidiaries; and (c) subsidiaries of its holding/parent company.

 

8. Filling of Vacancies

The vacancies which may occur during  the year  shall be filled by the vote of the majority of the remaining directors constituting  a quorum, and the director thus elected shall discharge his duties for the remaining  period  until the holding of the next General Regular Meeting.[48]

 

 

Section 5. BOARD MEETINGS

1. Frequency and Notice of Meetings

Regular meetings may be held at such times, on such dates and  in such places, and upon such notice, if any, as may be determined and prescribed by the Board of Directors.

Special meetings may be called by the President or by three (3) directors whenever he/they deem it necessary, upon at least one (1) day’s notice of the date, time and place of holding such meeting, communicated by the Secretary to each director either personally or by letter, facsimile transmission, electronic mail, telephone or short messaging system (text message).

Meetings may be held at any time and in such places without notice if all directors are present or those not present waive notice in writing before or after the meeting.[49]

The Corporate Secretary shall issue notices of all meetings.[50]

 

2. Quorum

 

A quorum at any meeting of the Board shall consist of a majority of the entire membership of the Board. A majority of such quorum shall decide any question  that may come before the meeting, save and except any such matters in which the law of the Philippines may require the affirmative vote of a greater  proportion  of the members.[51]

 

3. Attendance

 

The directors shall attend and actively participate 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, except when justifiable causes, such as, illness, death in the immediate family and serious accidents, prevent them from doing so.[52]

The absence of a director in more than fifty percent (50%) of all regular and special meetings of the Board during his/her incumbency is a ground for disqualification in the succeeding election, unless the absence is due to illness, death in the immediate family, serious accident or other unforeseen or fortuitous events.[53]

 

4. Chairman of the Meeting

The Chairman of the Board shall preside at all meetings of the Board of Directors.[54]

5. Matters for Discussion in Meetings

The order of business at any regular or special meetings of the Board is as follows:

• Calling the roll of the Directors present.
• Reading of the proof of due notice of the meeting.
• Reading and approval of previous minutes.
• Report of the General Manager.
• Unfinished business.
• New business.
• [55]

 

6. Minutes of the Meeting

The Corporate Secretary keeps safe and preserves the integrity of the minutes of the meetings of the Board, as well as other official records of the Company.[56]

 

Section 6. RESPONSIBILITIES OF THE BOARD

1. Duties, Powers and Attributes of the Board
   1. The Board members shall act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the company and all shareholders. There are two key elements of the fiduciary duty of board members: the duty of care and the duty of loyalty. The duty of care requires board members to act on a fully informed basis, in good faith, with due diligence and care. The duty of loyalty is also of central importance; the board member shall act in the interest of the company and all its shareholders, and not those of the controlling company of the group or any other stakeholder.[57]
   2. The Board shall oversee the development of and approve the company’s business objectives and strategy, and monitor their implementation, in order to sustain the company’s long-term viability and strength. The Board shall review and guide corporate strategy, major plans of action, risk management policies and procedures, annual budgets and business plans; set performance objectives; monitor implementation and corporate performance; and oversee major capital expenditures, acquisitions and divestitures.[58]
   3. The Board shall adopt an effective succession planning program for directors, key officers and management to ensure growth and a continued increase in the shareholders’ value. This shall include a policy on the retirement age for directors and key officers as part of management succession and to promote dynamism in the Company.[59]
   4. The Board shall align the remuneration of key officers and board members with the long-term interests of the company. In doing so, it shall formulate and adopt a policy specifying the relationship between remuneration and performance. Further, no director shall participate in discussions or deliberations involving his own remuneration.[60]
   5. The Board shall have the 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, particularly those which pass certain thresholds of materiality. The policy shall include the appropriate review and approval of material or significant RPTs, which guarantee fairness and transparency of the transactions. The policy shall encompass all entities within the group, taking into account their size, structure, risk profile and complexity of operations.[61]
   6. The Board shall be primarily responsible for approving the selection and assessing the performance of the Management led by the Chief Executive Officer (CEO), and control functions led by their respective heads (Chief Risk Officer, Chief Compliance Officer, and Chief Audit Executive).[62]
   7. The Board shall establish an effective performance management framework that will ensure that the Management, including the Chief Executive Officer, and personnel’s performance is at par with the standards set by the Board and Senior Management.[63]
   8. The Board shall oversee that an appropriate internal control system is in place, including setting up a mechanism for monitoring and managing potential conflicts of interest of Management, board members, and shareholders. The Board shall also approve the Internal Audit Charter.[64]
   9. The Board shall oversee that a sound enterprise risk management (ERM) framework is in place to effectively identify, monitor, assess and manage key business risks. The risk management framework shall guide the Board in identifying units/business lines and enterprise-level risk exposures, as well as the effectiveness of risk management strategies.[65]

 

2. Adherence to the Code of Conduct and Ethics

 

The Board shall adopt a Code of Business Conduct and Ethics, which would provide standards for professional and ethical behavior, as well as articulate acceptable and unacceptable conduct and practices in internal and external dealings. The Code shall be properly disseminated to the Board, senior management and employees. It shall also be disclosed and made available to the public through the company website. [66]

The Board shall ensure the proper and efficient implementation and monitoring of compliance with the Code of Business Conduct and Ethics and internal policies.[67]

3. Approval of the Financial Statements

The Board approves the Interim and Annual Financial Statements reviewed by the Audit Committee.[68]

4. Approval of Annual Plans and Budget

The Board shall review and guide corporate strategy, major plans of action, risk management policies and procedures, annual budgets and business plans; set performance objectives; monitor implementation and corporate performance; and oversee major capital expenditures, acquisitions and divestitures.[69]

 

Section 7. THE CHAIRMAN OF THE BOARD

The Chairman of the Board shall preside at all meetings of the Board of Directors and of the stockholders. He shall be the Chief Executive Officer of the Corporation and shall have supervision of all business affairs of the Corporation. He shall present to the Board of Directors and stockholders the balance sheets, statement of accounts and reports of the Company and  shall see to it that the resolutions of the  Directors are duly executed and carried out and  shall perform all such other duties as are incidental to the office or are  properly required of him by the  Board of Director.[70]

In addition, the Chairman has the following duties and responsibilities:

 

• Makes certain that the meeting agenda focuses on strategic matters, including the overall risk appetite of the corporation, considering the developments in the business and regulatory environments, key governance concerns, and contentious issues that will significantly affect operations;[71]

 

• Guarantees that the Board receives accurate, timely, relevant, insightful, concise, and clear information to enable it to make sound decisions;[72]

 

• Facilitates discussions on key issues by fostering an environment conducive for constructive debate and leveraging on the skills and expertise of individual directors;[73]

 

• Ensures that the Board sufficiently challenges and inquires on reports submitted and representations made by Management;[74]

 

Assures the availability of proper orientation for first-time directors and continuing training opportunities for all directors;[75]

 

• Makes sure that performance of the Board is evaluated at least once a year and discussed/followed up on.[76]

 

 

Section 8. CORPORATE SECRETARY

 

The Board must be assisted by a Corporate Secretary who shall be a separate individual from the Compliance Officer. The Corporate Secretary shall not be a member of the Board of Directors and shall annually attend a training on corporate governance. The Corporate Secretary should be a citizen and a resident of the Philippines. [77]

The Corporate Secretary is primarily responsible to the corporation and its shareholders, and not to the Chairman or President of the Company and has, among others, the following duties and responsibilities:

• Assists the Board and the board committees in the conduct of their meetings, including preparing an annual schedule of Board and committee meetings and the annual board calendar, and assisting the chairs of the Board and its committees to set agendas for those meetings;[78]
• Keeps safe and preserves the integrity of the minutes of the meetings of the Board and its committees, minutes of the meeting of the stockholders, as well as other official records of the corporation;[79]
• Keeps abreast on relevant laws, regulations, all governance issuances, relevant industry developments and operations of the corporation, and advises the Board and the Chairman on all relevant issues as they arise;[80]
• Works fairly and objectively with the Board, Management and stockholders and contributes to the flow of information between the Board and management, the Board and its committees, and the Board and its stakeholders, including shareholders;[81]
• Advises on the establishment of board committees and their terms of reference;[82]
• Issues notice of all meetings;[83]
• Informs members of the Board, in accordance with the by-laws, of the agenda of their meetings at least five (5) working days in advance, and ensures that the members have before them accurate information that will enable them to arrive at intelligent decisions on matters that require their approval;[84]
• Attends all Board and stockholders’ meetings, except when justifiable causes, such as illness, death in the immediate family and serious accidents, prevent him/her from doing so;[85]
• Performs required administrative functions;[86]
• Oversees the drafting of the by-laws and ensures that they conform with regulatory requirements; and[87]
• Performs such other duties and responsibilities as may be provided by the SEC.[88]

 

Section 9. BOARD COMMITTEES

1. Creation of Board Committees

The Board of Directors shall have the power, among other things, to create Committees as may be necessary or beneficial in the operation and internal regulation of the Corporation and in compliance with the principles of good corporate governance. Such Committees shall have such powers and functions as may be delegated to them by the Board or as defined in the Securities Regulation Code, Revised Code of Corporate Governance and the Manual of Corporate Governance, except those that may not be delegated under the Corporation Code. The Board shall have the power to appoint and remove the members of such Committees and may at any time, with or without cause, dissolve any of such Committees.[89]

2. Board Committees
   • Audit Committee: The Board shall establish 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.[90]
   • Corporate Governance Committee: The Board shall establish a Corporate Governance Committee that shall assist the Board in the performance of its corporate governance responsibilities, including the functions that were formerly assigned to a Nomination and Remuneration Committee.[91]
   • Other Committees: The Board may establish such other committees as it may deem fit, taking into careful consideration the company’s size, risk profile and complexity of operations, among other factors. [92]

 

Section 10. COMPENSATION OF THE BOARD

 

The Board of Directors shall receive a fee of up to three percent (3%) of the net profits of the Corporation which shall be distributed proportionately among the directors; and each director shall receive a reasonable per diem in an amount to be determined by the Board of Directors for every board meeting actually attended. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor, subject to the requirements of the Corporation Code.[93]

No director should participate in discussions or deliberations involving his own remuneration.[94]

 

Section 11. ORIENTATION AND CONTINUING EDUCATION PROGRAMS FOR DIRECTORS

The Company shall provide an eight-hour orientation program for first-time directors covering SEC-mandated topics on corporate governance and an introduction to the company’s business, Articles of Incorporation, and Code of Conduct. [95]

The Company shall also provide a four-hour relevant annual continuing training for all directors aim to promote effective board performance and continuing qualification of the directors in carrying-out their duties and responsibilities. The topics will include topics on corporate governance matters relevant to the company, including audit, internal controls, risk management, sustainability and strategy.[96]

 

 

APPROVED by the Board of Directors during the Regular Meeting held on 03 May 2017 at Makati City.

 

_______________________________ MARTIN IGNACIO P. LORENZO Chairman of the Board
____________________________ FERNANDO C COJUANGCO Director	__________________________ MARCO P. LORENZO Director
___________________________ FERNAN VICTOR P. LUKBAN Director	__________________________ VIGOR D. MENDOZA II Director
__________________________ RENATO B. PADILLA Independent Director	__________________________ BENJAMIN I. ESPIRITU Independent Director

 

 

 

[1] Section 1.1 of the Manual on Corporate Governance

[2] Section 1.1 of the Manual on Corporate Governance

[3] Section 1.4 of the Manual on Corporate Governance

[4] Section 5.2 of the Manual on Corporate Governance

[5] Section 1, Article III of the  Amended By-Laws; Definition of Terms in the Manual on Corporate Governance

[6] Section 2.1.8 of the Manual on Corporate Governance

[7] Section 8.3 of the Manual on Corporate Governance

[8] Section 8.2 of the Manual on Corporate Governance

[9] Section 1.2 of the Manual on  Corporate Governance

[10] Section 4.4 of the Manual on Corporate Governance

[11] Section 4.5 of the Manual on Corporate Governance

[12] Section 7, Article II  of the Amended By-Laws; Section 2.3.1 of the Manual on Corporate Governance

[13] Section 2.3.2 of the Manual on Corporate Governance

[14] Section 2.3.4 of the Manual on Corporate Governance

[15] Section 6, Article II of the Amended By-Laws

[16] Section 2.3.3 of the Manual on Corporate Governance

[17] Section 6, Article II of the Amended By-Laws;  Section; 2.3.1 of the Manual on Corporate Governance

[18] Section 2, Article III of the Amended By-Laws; Section; 2.4.1 of the Manual on Corporate Governance

[19] Section 2.3.2 of the Manual on Corporate Governance

[20] Section 2.5.1 of the Manual on Corporate Governance

[21] Section 2.5.2 of the Manual on Corporate Governance

[22] Section 2.5.3 of the Manual on Corporate Governance

[23] Section 2.5.4 of the Manual on Corporate Governance

[24] Section 2.5.5 of the Manual on Corporate Governance

[25] Section 2.5.6 of the Manual on Corporate Governance

[26] Section 2.5.7 of the Manual on Corporate Governance

[27]Section 3(a), Article III of the Amended By-Laws;  Section 2.5.8.1 of the Manual on Corporate Governance

[28] Section 3(b), Article III of the Amended By-Laws;  Section 2.5.8.2 of the Manual on Corporate Governance

[29] Section 3(c), Article III of the Amended By-:Laws; Section 2.5.8.3 of the Manual on Corporate Governance

[30] Section 3, Article III of the Amended By-Laws; Section 2.5.8 of the Manual on Corporate Governance

[31] Section 3, Article III of the Amended By-Laws; Section 2.5.8 of the Manual on Corporate Governance

[32] Section 3, Article III of the Amended By-Laws; Section 2.5.8 of the Manual on Corporate Governance

[33] Section 2.5.9 of the Manual on Corporate Governance

[34] Section 1, Article III  of the Amended By-Laws

[35] Section 5.2.2 of the Manual on Corporate Governance

[36] Section 5.2.2 of the Manual on Corporate Governance

[37] Section 5.2.1.1 of the Manual on Corporate Governance

[38] Section 5.2.1.2. of the Manual on Corporate Governance

[39] Section 5.2.1.3 of the Manual on Corporate Governance

[40] Section 5.2.1.4 of the Manual on Corporate Governance

[41] Section 5.2.1.5 of the Manual on Corporate Governance

[42] Section 5.2.1.6 of the Manual on Corporate Governance

[43] Section 5.2.1.7 of the Manual on Corporate Governance

[44] Section 5.2.1.8 of the Manual on Corporate Governance

[45] Section 5.2.1.9 of the Manual on Corporate Governance

[46] Section 5.2.1.10 of the Manual on Corporate Governance

[47] Section 5.2.1.11 of the Manual on Corporate Governance

[48] Section 4, Article III of the Amended By-Laws

[49] Section 7, Article III of the Amended By-Laws

[50] Section 6, Article IV of the Amended By-Laws

[51] Section 8, Article III of the Amended By-Laws

[52] Section 4.1 of the Manual on Corporate Governance

[53] Section 4.3 of the Manual on Corporate Governance

[54] Section 2, Article IV of the Amended By-Laws

[55] Section 10, Article III of the Amended By-Laws

[56] Section 1.5.2 of the Manual on Corporate Governance

[57] Section 2.1.1 of the Manual on Corporate Governance

[58] Section 2.1.2 of the Manual on Corporate Governance

[59] Section 2.1.3 of the Manual on Corporate Governance

[60] Section 2.1.4 of the Manual on Corporate Governance

[61] Section 2.1.5 of the Manual on Corporate Governance

[62] Section 2.1.6 of the Manual on Corporate Governance

[63] Section 2.1.7 of the Manual on Corporate Governance

[64] Section 2.1.8 of the Manual on Corporate Governance

[65] Section 2.1.9 of the Manual on Corporate Governance

[66] Section 7.1 of the Manual on Corporate Governance

[67] Section 7.2 of the Manual on Corporate Governance

[68] Section 3.1.2.8 of the Manual on Corporate Governance

[69] Section 2.1.2 of the Manual on Corporate Governance

[70] Section 2, Article IV of the Amended By-Laws; Section 2.2 of the Manual on Corporate Governance

[71] Section 2.2.1 of the Manual on Corporate Governance

[72] Section 2.2.2 of the Manual on Corporate Governance

[73] Section 2.2.3 of the Manual on Corporate Governance

[74] Section 2.2.4 of the Manual on Corporate Governance

[75] Section 2.2.5 of the Manual on CorporateGovernance

[76] Section 2.2.6 of the Manual on Corporate Governance

[77] Section 1.5 of the Manual on Corporate Governance

[78] Section 1.5.1 of the Manual on Corporate Governance

[79] Section 1.5.2 of the Manual on Corporate Governance

[80] Section 1.5.3 of the Manual on Corporate Governance

[81] Section 1.5.4 of the Manual on Corporate Governance

[82] Section 1.5.5 of the Manual on Corporate Governance

[83] Section 6, Article IV of the Amended By-Laws; 1.5.6 of the Manual on Corporate Governance

[84] Section 1.5.7 of the Manual on Corporate Governance

[85] Section 1.5.8 of the Manual on Corporate Governance

[86] Section 1.5.9 of the Manual on Corporate Governance

[87] Section 1.5.10 of the Manual on Corporate Governance

[88] Section 1.5.11 of the Manual on Corporate Governance

[89] Section 11, Article III of the Amended By-Laws

[90] Section 3.1 of the Manual on Corporate Governance

[91] Section 3.2 of the Manual on Corporate Governance

[92] Section 3.3 of the Manual on Corporate Governance

[93] Section 5, Article III of the Amended By-Laws

[94] Section 2.1.4 of the Manual on Corporate Governance

[95] Section 1.3 of the Manual on Corporate Governance

[96] Section 1.3 of the Manual on Corporate Governance