The management may establish a performance evaluation system to measure the performance of the Board and top-level management of the corporation.

The establishment of such evaluation system, including the features thereof, may be disclosed in the company’s annual report (SEC Form 17-A).

VII.      Disclosure and Transparency

The Board shall, at all times, commit to full disclosure of material information dealings.  It shall cause the filing of all required information for the interest of the stakeholders.

A.         Disclosure on corporate ownership

All directors shall comply with the reportorial requirements of the law relative to their beneficial ownership of shares in the corporation.

B.         Market for corporate control

All directors shall comply with the Mandatory Tender Offer Rule with respect to any plan to gain control over any corporation.

C.         Self-dealing and insider trading

No director shall engage in self-dealing transactions.  These are transactions that give rise to conflict of interest.  Nor shall any director make use of information acquired by him through his office for purposes of making trading transactions.

VIII.     Commitment to Corporate Governance

Corporations shall promulgate and adopt its corporate governance rules and principles in accordance with this Code.  Said rules shall be in manual form and available as reference by the directors. The said manual shall be available for inspection by any stockholder of the corporation at reasonable hours on business days. The Chairman of the Board shall be specifically tasked with the responsibility of ensuring adherence to the corporate governance code and practices.

Unless mandated by law, other corporations are likewise encouraged to observe this Circular in the absence of any mandated corporate governance rules adopted by other agencies.

IX.        Administrative Sanction

Failure to adopt a manual of corporate governance shall subject a corporation, after due notice and hearing, to a penalty of P100,000.00.

X.        Transitory Provision

All corporations affected by this Code shall be given a period of one (1) year from its effectivity within which to comply.

XI.       Effectivity

This Memorandum Circular shall take effect after fifteen (15) days for publication in a newspaper of general circulation.

March ____, 2002.

Mandaluyong City, Philippines.

LILIA R. BAUTISTA

Chairperson

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