Corporate Governance

The Company has adopted the Corporate Governance Self-Rating system to measure its compliance with the Manual on Corporate Governance. Items that need improvement are being reviewed and discussed for actions by champions as assigned by the Audit and Compliance Committee (which is composed of a majority of independent directors, one of which is the Chairperson). The results of these reviews are documented and forwarded to the Board for further discussion and if needed, for resolutions.

The performance of the Board and its individual members is being measured and monitored via the Board Performance Tracking system in which the Compliance Officer regularly reports to the Board. Areas for improvement are discussed for action during the Board/Committee meetings. Board performance metrics include among others the individual director’s attendance to Board and Committee meetings, availability of minutes, open/closed action items, etc.

The Board through its Audit and Compliance Committee continuously reviews and follows up until closure all action items needed to be in full compliance with the company’s Manual on Corporate Governance and its related documents and policies.

MANUALS

• Conflict of Interest Policy
  
• Policy on Material Non-public information comm. Insider Trading
  
• Revised Manual on Corp.Governance