Corporate Governance

Board Meetings

The Board schedules its meetings in the last quarter of the preceding year. It holds regular meetings in accordance with its Amended By-Laws and convenes special meetings when required by business exigencies. The notice and agenda of the meeting and other relevant meeting materials are furnished to the directors at least five (5) business days prior to each meeting. As seen in the Certificate of Attendance of Meetings, the Independent Directors have complete attendance for 2023.

In 2023, the Board met twelve (12) times and there was a quorum (2/3 of the number of directors) in all meetings. There was a total of eight (8) Board Committee meetings in 2023: four (4) AURROC Meetings, and four (4) GNRSC meetings. All directors were also present in the Annual Stockholders’ Meeting held on May 15, 2023.

ASM Minutes

1. Board of Directors Meeting (BOD)

7- Special meetings; 4 - regular meetings; 1- Organizational meeting

2. Audit, Related Party Transaction, Risk Oversight Committee Meeting (AURROC)

3. Governance Nomination Remuneration and Sustainability Committee (GNRSC)

In addition to the Board and Board Committee meetings, on November 8, 2023, the Independent Directors, who are members of AURROC had a meeting with the External Auditor without anyone from management present. On the same date, under the chairmanship of Mr. Go as the Lead Independent Director, the Non-Executive Directors (“NEDs”) and Independent Directors (“IDs”) had a meeting with the External Auditor (“EA”), Chief Audit Executive (“CAE”), Chief Finance and Risk Officer (“CFRO”), and Chief Compliance Officer (“CCO), and thereafter, they met without said executives present.

1. NEDs and IDs meeting with External Audit, heads of Internal Audit, Risk and Compliance

2. NEDs and IDs meeting without Executives present

3. NEDs and IDs members of AURROC with External Audit