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SEC Form – I-ACG

R * Updated 21D

ec2017 Page 4 of 129

INTEG

RATED A

NN

UAL C

ORPO

RATE G

OVERN

AN

CE REPO

RT

CO

MPLIA

NT/

NO

N-

CO

MPLIA

NT

ADDITIO

NA

L INFO

RMA

TION

EXPLA

NA

TION

The Board’s Governance Responsibilities

Principle 1: The company should be headed by a

competent, w

orking board to foster the long- term

success of the corporation, and to sustain its

competitiveness a

nd profitability in a m

anner consistent with its corporate objectives a

nd the long

- term best interests of its shareholders and other

stakeholders.

Recomm

endation 1.1

1. Boa

rd is composed of directors w

ith collective w

orking knowledge, experience

or expertise that is relevant to the

company’s industry/sector.

CO

MPLIA

NT

Provide information or link/reference

to a document containing

information on the follow

ing: 1.

Academ

ic qualifications, industry know

ledge, professional experience, expertise a

nd

relevant trainings of directors 2.

Qualification stand

ards for directors to facilitate the selection of potential nom

inees and to serve as benchm

ark for the evaluation of its perform

ance

Doub

leDra

gon Prop

erties Corp

. is comp

osed

of the following ind

ividua

ls who p

ossess the know

ledge, exp

erience and

expertise that

are

relevant

to the

comp

any’s

industry/sector:

1. EDGA

R J. SIA II is the C

hairm

an a

nd C

hief Executive

Officer

of D

oubleD

rag

on Prop

erties Corp

. He is a

lso the founder of

Ma

ng Ina

sal Philipp

ines, Inc.

and

va

rious other com

pa

nies. He ob

tained

his Doctora

te D

egree from the University of Sa

n Ag

ustin H

onoris Ca

usa Ma

jor in Ma

nagem

ent in 2012. 2. TO

NY TA

N C

AKTIO

NG

is the Cha

irma

n of H

oneystar

Hold

ings C

orpora

tion a

nd

the Found

er and

current Cha

irma

n of Jollibee

Foods C

orp. since 1978. H

e is also a

Director

of First Gen C

orpora

tion since 2005 and

a

Mem

ber of the Boa

rd of Trustees of Jollib

ee G

roup

Founda

tion, Tem

asek

Founda

tion, a

nd St. Luke’s M

edica

l Center. H

e grad

uated

from

the University of Santo Tom

as in 1975

with a

degree in C

hemica

l Engineering. 3.

FERDINA

ND

J. SIA

is

the Presid

ent of

Doub

leDra

gon

Properties

Corp

. H

e a

lso served

a

s a

D

irector of

Ma

ng Ina

sal

2. Boa

rd has an appropriate mix of

competence and expertise.

CO

MPLIA

NT

3. D

irectors remain qualified for their positions

individually and collectively to enable

them to fulfill their roles and

responsibilities and

respond to the needs of the organization.

CO

MPLIA

NT

SEC Form – I-ACG

R * Updated 21D


Philipp

ines, Inc.

from

2006 to

2016. H

e gra

dua

ted

from

the University

of the

Philipp

ines Visaya

s with a d

egree in Bachelor

of Arts in Politica

l Science and

took up la

w in

Arella

no University School of Law

. 4. RIZZA

MA

RIE JOY J. SIA

is the Treasurer a

nd

Chief Fina

nce O

fficer of D

DPC

. She also

serves a

s the Trea

surer of

People’s

Hotel

Corp

. She grad

uated

from the University of

the Philip

pines

Visaya

s w

ith a

d

egree in

Bachelor of Science in A

ccountancy a

nd is a

C

ertified Pub

lic Accounta

nt. 5. W

ILLIAM

TAN

UNTIO

NG

has b

een a D

irector of

Jollibee

Foods

Corp

. since

1993 a

nd

likewise serves a

s a D

irector and

Treasurer of

Honeysta

r Hold

ings Corp

oration. H

e is the V

ice President for Rea

l Estate of Jollibee

Foods C

orp. since 1989. H

e wa

s ap

pointed

as

Chief Rea

l Estate O

fficer in 2015. 6. JO

SEPH TAN

BUNTIO

NG

is the President of

Jollibee Philip

pines since July 1, 2013. H

e is the form

er President of Red

Ribb

on Philippines,

having

served

there since

2008. H

e gra

dua

ted from

Ateneo D

e Ma

nila University w

ith a d

egree in Ma

nagem

ent Engineering. 7. G

ARY P. C

HENG

is an investm

ent ba

nking p

rofessional w

ith over twenty (20) yea

rs of corp

orate

finance

and

ca

pita

l m

arkets

experience. H

e is currently the Ma

naging

Director a

nd co-found

er of Fortma

n Cline

Ca

pita

l M

arkets

Limited

since

2007. H

e served

a

s the

former

President/C

EO

of A

ma

lgam

ated

Investm

ent Ba

ncorpora

tion

SEC Form – I-ACG

R * Updated 21D


from

2003 a

nd

2008 a

nd

former

Vice

President

of Investm

ent Ba

nking at

J.P. M

organ from

1993 to 2001. He ob

tained

his d

octorate in Philosop

hy from the University of

Leeds, Engla

nd in 1991.

8. VIC

ENTE

S. PEREZ,

JR. served

a

s the

Secretary of the D

epa

rtment of Energy from

2001 to 2005 a

nd M

ana

ging Director of the

Board

of Investments in 2001. H

e is also the

current Cha

irma

n of WW

F Philipp

ines and

a m

emb

er of

WW

F-Internationa

l. H

e ha

s a

Ma

sters in

Business A

dm

inistration

– Internationa

l Fina

nce from

the

Wha

rton School

University of

Pennsylvania

a

nd

a Ba

chelor’s D

egree in

Business Econom

ics from

the University of the Philipp

ines. Recom

mendation 1.2

1. Boa

rd is composed of a m

ajority of non-executive directors.

CO

MPLIA

NT

Identify or provide link/reference to a docum

ent identifying

the directors

and the type of their directorships

The Board

is comp

osed of a

ma

jority of Non-

Executive Directors:

NA

ME O

F DIREC

TORS

TYPE OF

DIRECTO

RSHIP ED

GA

R J. SIA II

EXECUTIV

E D

IRECTO

R TO

NY TA

N

CA

KTION

G

NO

N-EXEC

UTIVE

FERDIN

AN

D J. SIA

EXEC

UTIVE

DIREC

TOR

RIZZA M

ARIE JO

Y J. SIA

EXEC

UTIVE

DIREC

TOR

WILLIA

M TA

N

UNTIO

NG

N

ON

-EXECUTIV

E

JOSEPH

TAN

BUNTIO

NG

N

ON

-EXECUTIV

E

GA

RY P. CH

ENG

IN

DEPEN

DEN

T D

IRECTO

R

SEC Form – I-ACG

R * Updated 21D


VIC

ENTE S. PEREZ,

JR. IN

DEPEN

DEN

T D

IRECTO

R

Recomm

endation 1.3 1.

Com

pany provides in its Board Charter

and M

anual on Corporate G

overnance a

policy on training of directors.

CO

MPLIA

NT

Provide link

or reference

to the

company’s

Board

Charter

and M

anual on C

orporate Governance

relating to its policy on training of directors.

The Ma

y 30, 2017 Revised Code of C

orporate G

overnance of

Doub

leDra

gon Prop

erties C

orp., p

rovides tha

t: “D

D sha

ll conduct a

n orientation progra

m for

first-time d

irectors to ensure that they a

re a

pp

ropria

tely ap

prised

of their duties a

nd resp

onsibilities,

before

beginning

their d

irectorships; and relevant annual continuing

for all incumbent directors w

hich will prom

ote an

effective board

performance

and continuing qualification of the directors in carrying-out their duties and responsibilities.”

2. C

ompany has an orientation program

for first tim

e directors. C

OM

PLIAN

T Provide inform

ation or link/reference to

a

document

containing inform

ation on

the orientation

program and trainings of directors for

the previous

year, including

the num

ber of hours attended and topics

covered.

The Ma


orporate G

overnance of Doub

le Dra

gon Properties

Corp

., provid

es that:

“DD

shall cond

uct an orientation program

for first-tim

e directors to ensure that they are appropriately apprised of their duties and responsibilities,

before beginning

their directorships;

and

releva

nt a

nnual

continuing for all incum

bent directors w

hich w

ill p

romote

an

effective b

oard

p

erforma

nce and

continuing qua

lification of

the directors in ca

rrying-out their d

uties and

resp

onsibilities. “

3. C

ompany has relevant a

nnual continuing tra

ining for all directors.

CO

MPLIA

NT

The Ma


orporate G

overnance of

Doub

leDra

gon Prop

erties C

orp., p

rovides tha

t: “D

D sha

ll conduct a

n orientation progra

m for

first-time d

irectors to ensure that they a

re a

pp

ropria

tely ap

prised

of their duties a

nd

SEC Form – I-ACG

R * Updated 21D


responsib

ilities, b

efore b

eginning their

directorship

s; and relevant annual continuing for all incum

bent directors which w

ill promote

an effective

board perform

ance and

continuing qualification of the directors in carrying-out their duties and responsibilities. “ D

uring the year 2017, the Boa

rd of D

irectors ha

ve a

ttended

the

following

training

regard

ing corpora

te governance:

TRA

ININ

GS/S

EMIN

ARS

DATE/PLA

CE

CO

NDUC

TED TRA

ININ

G

INSTITUTIO

N

Annual

Corp

orate G

overnance

Training Program

August

11, 2017

at

Jollibee Pla

za

Building

Institute of

Corp

orate D

irectors

This w

hole-da

y training

aim

s to

provid

e p

articip

ants w

ith funda

menta

l and

essential

ap

precia

tion of the benefits a

nd im

pa

ct of m

odern

corpora

te governa

nce b

est p

ractices.

Recomm

endation 1.4

1. Board has a policy on board diversity.

CO

MPLIA

NT

Provide information on or

link/reference to a document

containing information on the

company’s board diversity policy.

Indicate gender composition of the

board.

The Ma


orporate G

overnance of

Doub

leDra

gon Prop

erties C

orp., p

rovides:

“DD

encourages d

iversity in its Board

. Board

d

iversity m

ay

refer to

distinctions in

age,

ethnicity, culture,

skills, com

petence,

knowled

ge, gender, a

mong other things. A

d

iverse Boa

rd

prom

otes d

ifferent p

erspectives

and

id

eas

and

m

itigates

groupthink

to a

chieve op

tima

l d

ecision-m

aking. “

SEC Form – I-ACG

R * Updated 21D


The current Board

is comp

osed of seven (7)

ma

les and one (1) fem

ale.

Optional: Recom

mendation 1.4

1.

Com

pany has a policy on a

nd discloses

measurable objectives for im

plementing its

board diversity and

reports on progress in achieving its objectives.

Provide

information

on or

link/reference to

a docum

ent containing the com

pany’s policy and

measureable

objectives for

implem

enting board diversity. Provide link or reference to a

progress report in achieving its objectives.

Recomm

endation 1.5

1. Boa

rd is assisted by a

Corporate Secreta

ry. C

OM

PLIAN

T Provide

information

on or

link/reference to

a docum

ent containing

information

on the

Corporate

Secretary,

including his/her

name,

qualifications,

duties and

functions.

The Ma


orporate G

overnance of

Doub

leDra

gon Prop

erties C

orp., p

rovides tha

t: “The Boa

rd, a

t all tim

es, is assisted

in its duties

by a

Corp

orate Secreta

ry, who is a

separa

te ind

ividua

l from the C

omp

liance O

fficer. The C

orpora

te Secretary should

annua

lly attend

a tra

ining on corpora

te governance a

nd

shall likew

ise be a

pp

rised of his d

uties and

responsib

ilities through continuing training. The

Corp

orate

Secretary

is p

rima

rily resp

onsible

to the

corpora

tion a

nd

its sha

reholders, a

nd not to the C

hairm

an or

President of the C

omp

any a

nd ha

s, am

ong

others, the

following

duties

and

resp

onsibilities:

a

. A

ssists the

Board

a

nd

the b

oard

comm

ittees in the conduct of their

meetings,

including

prep

aring

an

annua

l sched

ule of

Board

a

nd

comm

ittee meetings a

nd the a

nnual

boa

rd

calend

ar,

and

a

ssisting the

chairs

of the

Board

a

nd

its

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 10 of 129

comm

ittees to set agend

as for those

meetings;

b.

Safe keep

s and

preserves the integrity

of the minutes of the m

eetings of the Boa

rd a

nd its com

mittees, a

s well a

s other

official

records

of the

Corp

oration;

c. Keep

s a

brea

st on

relevant

laws,

regulations,

all

governance

issuances,

relevant

industry

develop

ments a

nd op

erations of the

corpora

tion, and

ad

vises the Board

a

nd the C

hairm

an on a

ll relevant

issues as they arise;

d.

Works fairly a

nd ob

jectively with the

Board

, M

ana

gement

and

stockholders a

nd contrib

utes to the flow

of

informa

tion b

etween

the Boa

rd a

nd m

ana

gement, the Boa

rd

and

its comm

ittees, and

the Board

a

nd

its sta

keholders,

including

sharehold

ers; e.

Ad

vises on

the esta

blishm

ent of

boa

rd com

mittees a

nd their term

s of reference;

f. Inform

s m

emb

ers of

the Boa

rd,

in a

ccorda

nce with the b

y-law

s, of the a

genda

of their meetings a

t least five

working

da

ys in

ad

vance,

and

ensures

that

the m

emb

ers ha

ve b

efore them

a

ccurate

informa

tion that w

ill enable them

to arrive at

intelligent decisions on m

atters that

require their a

pp

roval;

g. A

ttends a

ll boa

rd m

eetings, except

when

justifiab

le ca

uses, such

as

illness, dea

th in the imm

edia

te family

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 11 of 129

and

serious

accid

ents, p

revent him

/her from d

oing so; h.

Performs

required

a

dm

inistrative functions;

i. O

versees the dra

fting of the by-law

s a

nd ensures tha

t they conform w

ith regula

tory requirem

ents; and

j.

Performs

such other

duties

and

responsib

ilities as m

ay b

e provid

ed b

y the SEC

. “ The C

orpora

te Secretary of D

oubleD

ragon

Properties is M

r. Willia

m Ta

n Untiong. Plea

se refer

to the

Am

ended

A

rticles of

Incorpora

tion and

Am

ended

By-Law

s da

ted

Ap

ril 14, 2016 http

://ww

w.d

oubled

rag

on.com.p

h/prosp

ectus#

2.

Corporate Secretary is a separa

te individual from

the Com

pliance Officer.

CO

MPLIA

NT

The Ma


orporate G

overnance of

Doub

leDra

gon Prop

erties C

orp., p

rovides tha

t: “The Boa

rd, a

t all tim

es, is assisted

in its duties

by a

Corp

orate Secreta

ry, who is a separate

individual from the C

ompliance O

fficer. The C

orpora

te Secretary should

annua

lly attend

a tra

ining on corpora

te governance a

nd

shall likew

ise be a

pp

rised of his d

uties and

responsib

ilities through continuing training. “

3. C

orporate Secretary is not a m

ember of the

Board of D

irectors.

The Corp

orate Secreta

ry is a m

emb

er of the Boa

rd

of D

irectors as

allow

ed

under

the Boa

rd’s C

harter.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 12 of 129

4. C

orporate Secretary a

ttends training/s on

corporate governance. C

OM

PLIAN

T Provide inform

ation or link/reference to

a

document

containing inform

ation on

the corporate

governance training

attended,

including number of hours and

topics covered

The Ma


orporate G

overnance of

Doub

leDra

gon Prop

erties C

orp., p

rovides tha

t : “The Boa

rd, a

t all tim

es, is assisted

in its duties

by a

Corp

orate Secreta

ry, who is a

separa

te ind

ividua

l from the C

omp

liance O

fficer. The C

orpora

te Secretary should annually attend

a training on corporate governance and

shall

likewise

be

ap

prised

of

his d

uties a

nd

responsib

ilities through continuing training. “ The

comp

any’s

Corp

orate

Secretary

is W

ILLIAM

TA

N

UNTIO

NG

. H

e ha

s b

een a

D

irector of Jollibee Food

s Corp

. since 1993 a

nd

likewise

serves a

s a

D

irector a

nd

Treasurer of H

oneystar H

oldings C

orpora

tion. H

e is the Vice Presid

ent for Real Esta

te of Jollib

ee Food

s C

orp.

since 1989.

He

wa

s a

pp

ointed a

s Chief Rea

l Estate Officer in

2015. He gra

dua

ted from

Ad

am

son University in

1975 w

ith a

Ba

chelor D

egree in

Civil

Engineering. The C

orpora

te Secretary ha

s attend

ed the

Annua

l C

orpora

te G

overnance

Training

Program

cond

ucted

by

the Institute

of C

orpora

te Directors on A

ugust 11, 2017. And

said

training aim

s to provid

e pa

rticipa

nts with

funda

menta

l and

essential a

pp

reciation of

the b

enefits a

nd

imp

act

of m

odern

corpora

te governance b

est pra

ctices. O

ptional: Recomm

endation 1.5

1. C

orporate Secretary distributes ma

terials for board m

eetings at least five business

days before scheduled m

eeting.

Provide proof that corporate secretary distributed board m

eeting m

aterials at least five business days before sched

uled meeting

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 13 of 129

Recom

mendation 1.6

1. Boa

rd is assisted by a Com

pliance Officer.

CO

MPLIA

NT

Provide inform

ation on

or link/reference

to a

docum

ent containing

information

on the

Com

pliance Officer, including his/her

name, position, qualifications, duties

and functions.

The Ma


orporate G

overnance of

Doub

leDra

gon Prop

erties C

orp., p

rovides tha

t : “The Boa

rd should

ensure that it is assisted

in its

duties

by

a

Com

plia

nce O

fficer, w

ith a

deq

uate sta

ture and

authority in the D

D.

The Com

plia

nce Officer should

not be a

m

emb

er of the Board

of Directors a

nd should

a

nnually

attend

a

tra

ining on

corpora

te governa

nce. The C

omp

liance O

fficer is a m

emb

er of the D

D’s m

ana

gement tea

m in cha

rge of the com

plia

nce function.

Simila

r to

the C

orpora

te Secretary, he/she is p

rima

rily liab

le to the corp

oration a

nd its sha

reholders, a

nd

not to the Cha

irma

n or President of

the C

omp

any. H

e/she has, a

mong

others, the follow

ing duties and

responsib

ilities:

a.

Ensures prop

er onboa

rding of new

d

irectors (i.e.,

orientation

on the

comp

any’s b

usiness, charter, a

rticles of incorp

oration a

nd b

y-law

s, am

ong other);

b.

Monitors,

reviews,

evalua

tes a

nd ensures

the com

plia

nce b

y the

corpora

tion, its officers and

directors

with the releva

nt laws, this C

ode, rules

and

regulations a

nd a

ll governance

issuances of reg

ulatory a

gencies;

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 14 of 129

c. Rep

orts the ma

tter to the Board

if viola

tions a

re found

a

nd

recomm

ends

the im

position

of a

pp

ropria

te discip

linary a

ction; d

. Ensures the integrity a

nd a

ccuracy of

all

docum

entary

subm

issions to

regulators;

e. A

pp

ears

before

the SEC

w

hen sum

moned

in relation to com

plia

nce w

ith this Cod

e; f.

Colla

bora

tes with other d

epa

rtments

to p

roperly

ad

dress

comp

liance

issues, w

hich m

ay

be

subject

to investigation;

g. Id

entifies p

ossible

area

s of

comp

liance issues a

nd w

orks towa

rds

the resolution of the same;

h. Ensures

attend

ance

of Boa

rd

mem

bers and

key officers to relevant

trainings; a

nd

i. Perform

s such

other d

uties a

nd resp

onsibilities a

s ma

y be p

rovided

by

the SEC.”

The Com

plia

nce Officer is A

tty. Joselito L. Ba

rrera, Jr. H

e is a gra

dua

te of Arella

no University – School of La

w a

nd w

as a

dm

itted to the Philip

pine Ba

r in year 2006.

2. C

ompliance O

fficer has a ra

nk of Senior V

ice President or an equivalent position w

ith adequate stature and authority in the

corporation.

CO

MPLIA

NT

The Ma


orporate G

overnance of

Doub

leDra

gon Prop

erties C

orp., p

rovides tha

t: “The Boa

rd should


in its

duties

by

a

Com

plia

nce O

fficer, w

ith adequate stature and authority in the DD

. The C

omp

liance O

fficer should not b

e a m

emb

er

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 15 of 129

of the Board

of Directors a

nd should

annua

lly a

ttend a

training on corporate governa

nce.” 3.

Com

pliance Officer is not a

mem

ber of the board

. C

OM

PLIAN

T The M

ay 30, 2017 Revised C

ode of Corporate

Governance

of D

oubleD

ragon

Properties

Corp

., provid

es that:

“The Board

should ensure that it is a

ssisted in

its d

uties b

y a

C

omp

liance

Officer,

with

ad

equa

te stature a

nd a

uthority in the DD

. The C

ompliance O

fficer should not be a m

ember of the Board of Directors a

nd should

a

nnually

attend

a

tra

ining on

corpora

te governa

nce.” 4.

Com

pliance Officer a

ttends training/s on

corporate governance. C

OM

PLIAN

T Provide

information

on or

link/reference to

a docum

ent containing

information

on the

corporate governance

training attend

ed, including number of hours

and topics covered

The Ma


orporate G

overnance of

Doub

leDra

gon Prop

erties C

orp., p

rovides tha

t: “The Boa

rd should


in its

duties

by

a

Com

plia

nce O

fficer, w

ith a

deq

uate sta

ture and

authority in the D

D.

The Com

plia

nce Officer should

not be a

m

emb

er of the Board

of Directors a

nd should

annually attend

a training

on corporate

governance.” The tra

ining attended

by the C

omp

liance

Officer rega

rding corp

orate governa

nce is the

5th

Annua

l G

GA

PP Forum

G

ood

Governa

nce, Ethics and

Com

plia

nce held a

t C

onrad

Ma

nila on M

ay 24, 2017.

Principle 2: The fiducia

ry roles, responsib

ilities and a

ccountab

ilities of the Board

as provid

ed und

er the law

, the comp

any’s a

rticles and b

y-laws, a

nd other

legal p

ronouncements a

nd guid

elines should b

e clearly m

ad

e known to a

ll directors as w

ell as to stockhold

ers and

other stakehold

ers. Recom

mendation 2.1

1.

Directors act on a

fully informed basis, in

good faith, with due diligence and care,

and in the best interest of the com

pany.

CO

MPLIA

NT

Provide informa

tion or reference to a docum

ent containing information on

how

the directors

performed

their

The Ma


orporate G

overnance of

Doub

leDra

gon Prop

erties C

orp., p

rovides tha

t:

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 16 of 129

duties (can include board resolutions, m

inutes of meeting)

“The fid

uciary

roles, responsib

ilities a

nd a

ccountab

ilities of the Board

as p

rovided

und

er the law

, the comp

any’s a

rticles and

by-la

ws, a

nd other lega

l pronouncem

ents a

nd

guidelines,

should

be

clearly

ma

de

known

to a

ll d

irectors a

s w

ell a

s to

sharehold

ers and

other stakehold

ers.

i. The Boa

rd m

emb

ers should a

ct on a fully inform

ed b

asis, in good

faith, with

due d

iligence and

care, a

nd in the

best interest of the com

pa

ny and

all

sharehold

ers.” Recom

mendation 2.2

1. Boa

rd oversees the development, review

and

approval of the com

pany’s business objectives and strategy.

CO

MPLIA

NT

Provide information or link/reference

to a

docum

ent containing

information

on how

the

directors perform

ed this function (can include board

resolutions, m

inutes of

meeting)

Indicate frequency

of review

of

business objectives and strategy

The Ma


orporate G

overnance of

Doub

leDra

gon Prop

erties C

orp., p

rovides tha

t: “The Boa

rd should

oversee the develop

ment

of a

nd

ap

prove

the com

pa

ny’s b

usiness ob

jectives and

strategy, and

monitor their

imp

lementation,

in ord

er to

sustain

the com

pa

ny’s long-term via

bility a

nd strength.”

The freq

uency of

review

of b

usiness ob

jectives and stra

tegy is from tim

e to time.

2. Boa

rd oversees

and m

onitors the

implem

entation of the company’s business

objectives and strategy.

CO

MPLIA

NT

Supplement to Recom

mendation 2.2

1. Boa

rd has a clearly defined and updated

vision, mission and

core values. C

OM

PLIAN

T Indicate or provide link/reference to a docum

ent containing the company’s

vision, mission and

core values. Indicate frequency of review

of the vision, m

ission and core values.

http://w

ww

.doub

ledra

gon.com

.ph/p

age/vi

sion-mission-core-va

lues

2. Boa

rd has a strategy execution process that

facilitates

effective m

anagement

performance

and

is

attuned to

the

CO

MPLIA

NT

Provide inform

ation on

or link/reference

to a

document

containing inform

ation on

the strategy execution process.

The Board

has a

strategy execution p

rocess b

y provid

ing trainings and

semina

rs ab

out corp

orate governa

nce to the Ma

nagem

ent

SEC Form – I-ACG

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ec2017 Page 17 of 129

company’s

business environm

ent, a

nd

culture. of

the com

pa

ny for

its effective

perform

ance.

Recomm

endation 2.3

1.

Board is headed by a com

petent and qualified C

hairperson. C

OM

PLIAN

T

Provide informa



the C

hairperson, including

his/her nam

e and qualifications

Doub

leDra

gon

Properties

Corp

.’s C

hairp

erson is Mr. Ed

gar J. Sia

II. http

://ww

w.d

oubled

rag

on.com.p

h/pa

ge/boa

rd-of-d

irectors Recom

mendation 2.4

1. Boa

rd ensures and

adopts an effective

succession planning program for directors,

key officers and

managem

ent.

CO

MPLIA

NT

Disclose and provide inform

ation or link/reference

to a

document

containing inform

ation on

the com

pany’s succession

planning policies

and program

s and

its im

plementation

The Ma


orporate G

overnance of

Doub

leDra

gon Prop

erties C

orp., p

rovides tha

t:

Nom

ination and Succession

“The Board

should ha

ve and

disclose in its

Cod

e a

form

al

and

tra

nsparent

boa

rd

nomina

tion and

election policy tha

t should

include how

it accepts nom

inations from

m

inority sha

reholders

and

review

s nom

inated

cand

idates. The p

olicy should

also

include

an

assessm

ent of

the effectiveness of the Boa

rd’s p

rocesses and

p

rocedures in the nom

ination, election, or

repla

cement of a

director. In ad

dition, its

process of id

entifying the qua

lity of directors

should b

e aligned

with the stra

tegic direction

of the comp

any.

For Executive and

Non-executive D

irectors:

The election of all D

irectors is held d

uring ea

ch regular stockhold

ers’ meeting, unless a

va

cancy occurred

which sha

ll be filled

in im

med

iately d

uring a m

eeting called

for the p

urpose a

nd the p

erson so elected sha

ll serve

only the

unexpired

p

ortion of

his p

redecessor in office.

2. Boa

rd adopts a policy on the retirement for

directors and key officers.

CO

MPLIA

NT

SEC Form – I-ACG

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ec2017 Page 18 of 129

For Ind

epend

ent Directors:

1.

The nom

ination

of the

indep

endent

director

shall

be

conducted

b

y the

Nom

ination

Com

mittee

prior

to a

stockhold

ers’ meeting. A

ll recomm

enda

tions sha

ll b

e signed

by

the nom

inating

stockholders together w

ith the accep

tance

and

conformity b

y the would

-be nom

inees.

2. A

fter the

nomina

tion, the

Nom

ination

Com

mittee

shall

prepa

re a

fina

l list

of ca

ndid

ates

which

shall conta

in a

ll the

informa

tion ab

out all the nom

inees for the ind

epend

ent directors. The list shall b

e ma

de

ava

ilab

le to

the SEC

a

nd

to a

ll the

stockholders

through the

filing a

nd d

istribution of the Inform

ation Statem

ent or Proxy Sta

tement, or in such other rep

orts the C

orpora

tion is

required

to

subm

it to

the C

omm

ission. 3. O

nly nominees w

hose nam

es ap

pea

r on the Final List of C

and

ida

tes shall b

e eligible

for election as a

n Independ

ent Director. N

o other nom

ination sha

ll be enterta

ined a

fter the Fina

l List of Ca

ndid

ates sha

ll have b

een p

repa

red. N

o further nomina

tion shall b

e entertained

or allow

ed on the floor d

uring the a

ctual stockhold

ers’ meeting.

4. The specific slot for ind

epend

ent directors

shall

not b

e filled

-up

by

unqua

lified

nominees.

5.

In ca

se of

failure of

election for

the ind

epend

ent director, the C

hairm

an of the

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 19 of 129

meeting sha

ll call a

sepa

rate election d

uring the sam

e meeting to fill up

the vaca

ncy.” Recom

mendation 2.5

1.

Board

aligns the

remuneration

of key

officers and board m

embers w

ith long-term

interests of the company.

CO

MPLIA

NT

Provide inform

ation on

or link/reference

to a

document

containing inform

ation on

the com

pany’s remuneration policy and

its im

plementation,

including the

relationship betw

een rem

uneration and

performance.

The Ma


orporate G

overnance of

Doub

leDra

gon Prop

erties C

orp., p

rovides:

Rem

uneration of Directors and Officers

“The levels of remunera

tion of DD

should b

e sufficient to b

e ab

le to attra

ct and

retain the

services of

qua

lified

and

com

petent

directors

and

officers.

A

portion

of the

remunera

tion of executive directors m

ay b

e structured

or be b

ased

on corpora

te and

ind

ividua

l perform

ance.

DD

ma

y estab

lish forma

l and

transpa

rent p

rocedures for the d

evelopm

ent of a p

olicy on executive rem

uneration or d

etermina

tion of rem

uneration levels for ind

ividua

l directors

and

officers dep

ending on the p

articula

r need

s of the corpora

tion. No d

irector should

pa

rticipate in d

eciding on his rem

uneration.

DD

’s annua

l reports a

nd inform

ation a

nd

proxy

statem

ents sha

ll includ

e a

clea

r, concise a

nd und

erstand

ab

le disclosure of a

ll fixed

and

varia

ble com

pensation that m

ay

be p

aid

, directly or ind

irectly, to its directors

and

top four (4) m

ana

gement officers d

uring the p

receding fisca

l year.

To protect the fund

s of DD

, the Com

mission

ma

y, in exceptiona

l cases, e.g

., when a

corpora

tion is

under

receivership

or reha

bilitation, reg

ulate the p

aym

ent of the

2. Boa

rd a

dopts a

policy specifying

the relationship

between

remuneration

and perform

ance.

CO

MPLIA

NT

3. D

irectors do not participate in discussions or

deliberations

involving his/her

own

remuneration.

CO

MPLIA

NT

SEC Form – I-ACG

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pa

rty comp

ensation, allow

ances, fees a

nd

fringe benefits to its d

irectors and officers.”

Optional: Recom

mendation 2.5

1. Boa

rd approves the remunera

tion of senior executives.

CO

MPLIA

NT

Provide proof of board approval

The renewa

l is presented to the Boa

rd of

Directors for a

pp

roval.

2. C

ompany has m

easurable standa

rds to align

the perform

ance-based rem

uneration of the

executive directors

and

senior executives

with

long-term

interest, such as claw

back provision and deferred bonuses.

Provide

information

on or

link/reference to

a docum

ent containing m

easurable standards to

align perform

ance-based rem

uneration w

ith the

long-term

interest of the company.

Recomm

endation 2.6

1. Boa

rd has a formal a

nd transparent boa

rd nom

ination and

election policy.

CO

MPLIA

NT

Provide informa



the com

pany’s nom

ination and

election policy and process and its

implem

entation, including the criteria used in selecting new

directors, how

the shortlisted candida

tes and how

it encourages

nominations

from

shareholders. Provide proof if m

inority shareholders have a

right to nominate candida

tes to the board Provide inform

ation if there wa

s an assessm

ent of the effectiveness of the Board’s processes in the nom

ination, election or replacem

ent of a director.

The com

pa

ny’s C

ode

of G

overnance

provid

es that:

N

omination and Succession

“The Boa

rd should

have a

nd d

isclose in its C

ode

a

forma

l a

nd

transpa

rent b

oard

nom

ination a

nd election p

olicy that should

includ

e how it a

ccepts nomina

tions from

minority

sharehold

ers a

nd

reviews

nomina

ted ca

ndid

ates. The policy should

a

lso includ

e a

n a

ssessment

of the

effectiveness of the Board

’s processes a

nd

proced

ures in the nomina

tion, election, or rep

lacem

ent of a director. In a

dd

ition, its p

rocess of identifying the q

uality of d

irectors should

be a

ligned w

ith the strategic d

irection of the com

pa

ny. For Executive a

nd N

on-executive Directors:

The election of a

ll Directors is held

during

each regula

r stockholders’ m

eeting, unless a

vaca

ncy occurred w

hich shall b

e filled in

imm

edia

tely during a

meeting ca

lled for the

purp

ose and

the person so elected

shall

SEC Form – I-ACG

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serve only

the unexp

ired

portion

of his

pred

ecessor in office.

For Indep

endent D

irectors:

1. The

nomina

tion of

the ind

epend

ent d

irector sha

ll b

e cond

ucted

by

the N

omina

tion C

omm

ittee p

rior to

a

stockholders’ m

eeting. All recom

mend

ations

shall

be

signed b

y the

nomina

ting stockhold

ers together with the a

ccepta

nce a

nd conform

ity by the w

ould-b

e nominees.

2.

After

the nom

ination,

the N

omina

tion C

omm

ittee sha

ll p

repare

a

final

list of

cand

ida

tes w

hich shall

contain

all

the inform

ation a

bout a

ll the nominees for the

indep

endent directors. The list sha

ll be m

ad

e a

vaila

ble

to the

SEC

and

to

all

the stockhold

ers through

the filing

and

distrib

ution of the Informa

tion Statement or

Proxy Statem

ent, or in such other reports the

Corp

oration

is req

uired

to sub

mit

to the

Com

mission.

3. Only nom

inees whose na

mes a

pp

ear on

the Final List of Ca

ndid

ates sha

ll be eligib

le for election a

s an Ind

ependent D

irector. No

other nomina

tion shall b

e entertained

after

the Final List of C

and

ida

tes shall ha

ve been

prep

ared

. No further nom

ination sha

ll be

entertained or a

llowed

on the floor during

the actua

l stockholders’ m

eeting.

4. The specific slot for indep

endent d

irectors sha

ll not

be

filled-up

b

y unq

ualified

nom

inees.

SEC Form – I-ACG

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5. In

case

of failure

of election

for the

indep

endent d

irector, the Cha

irma

n of the m

eeting shall ca

ll a sep

ara

te election during

the same m

eeting to fill up the va

cancy.”

Below

is the company’s N

omination and

Election Policy:

PROC

EDURE PRO

CESS

ADO

PTED C

RITERIA

A. SELEC

TION

AN

D APPO

INTM

ENT

Executive Directors and N

on-Executive Directors

The election of all

Directors

is held

during

each

regular

stockholders’ m

eeting, unless a

vaca

ncy occurred w

hich shall be filled in im

media

tely d

uring a

meeting called

for the purp

ose a

nd the person

so elected shall serve

only the

unexpired

portion

of his

predecessor

in office.

1. Hold

er of at

least

one (1)

share

of a

capital stock of

the Com

pany.

2. M

ust b

e a

college gra

dua

te or

equivalent a

cadem

ic d

egree. 3.

Must

have

practical

understanding

of the business of

the C

ompa

ny. 4.

Mem

bership

in good

standing

in relevant industry, b

usiness or

professional

organizations.

5. Must ha

ve p

revious b

usiness experience.

Independent Directors

1. The

nomina

tion of

the indep

endent director shall be

1. He shall have

at lea

st one (1) sha

re of

stock of

the corp

oration.

SEC Form – I-ACG

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conducted

b

y the N

omina

tion C

omm

ittee p

rior to

a stockholders’ m

eeting.

All

recomm

endati

ons shall

be signed

by

the nom

inating

stockholders together

with

the a

cceptance

and

conformity

by

the w

ould-

be nom

inees. 2.

After

the nom

ination, the

Nom

ination

Com

mittee

shall prep

are a

final list

of ca

ndida

tes w

hich shall

contain all the inform

ation

ab

out all

the nom

inees for

the indep

endent directors.

The

list shall

be m

ade

available to the

SEC a

nd to all

the stockholders through

the filing

and distrib

ution of

the Informa

tion Sta

tement

or Proxy Sta

tement, or in

such other

reports

the

2. He shall be a

t lea

st a college gra

dua

te or he shall ha

ve been enga

ged or

exposed to the

business of the

corporation for

at least five (5)

years.

3. H

e shall

possess integrity

and p

robity. 4.

He shall

be a

ssiduous.

SEC Form – I-ACG

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Corp

oration is

required to

submit

to the

Com

mission.

3. O

nly nom

inees w

hose na

mes

ap

pear on the

Final List

of C

andid

ates

shall be eligible for election a

s a

n Ind

ependent

Director.

N

o other nom

ination

shall be

entertained

after

the Final

List of

Ca

ndida

tes shall ha

ve been p

repa

red. N

o further nom

ination

shall be

entertained or

allowed

on the floor during the a

ctual stockholders’ m

eeting. 4.

The specific

slot for

independent

directors shall

not be filled

-up b

y unq

ualified nom

inees. 5. In ca

se of failure of election for the indep

endent director, the C

hairma

n of the m

eeting

SEC Form – I-ACG

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shall call a sepa

rate election during the sa

me

meeting to fill

up the vaca

ncy. B. REA

PPOIN

TMEN

T

Executive Directors

Shall follow the

process

for nom

ination

of directors.

Must

have

all the q

ualifications

and

none

of the disq

ualification

s of a director

as

mentioned

ab

ove.

Non-Executive

Directors

Shall follow the

process

for nom

ination

of directors.

Must

have

all the q

ualifications

and

none

of the disq

ualification

s of a director

as

mentioned

ab

ove.


Shall follow the

process

for nom

ination

of directors.

Must

have

all the q

ualifications

and

none

of the disq

ualification

s of a director

as

mentioned

ab

ove. C

. PERMA

NEN

T DISQUA

LIFICA

TION

Executive Directors

A

director

perm

anently

disqualified

shall

be rem

oved from

the

office in

accord

ance w

ith the

Corp

oration

Without

prejudice to a

specific

provision of law

p

rescribing disq

ualification

s of a director,

the follow

ing shall

be p

erma

nently

SEC Form – I-ACG

R * Updated 21D

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Cod

e w

hich p

rovides:

Section 28

of the C

orporation

Cod

e:

Sec. 28. Rem

oval of

directors

or trustees.

- A

ny director

or trustee

of a

corporation

ma

y be

removed

from

office by a

vote of

the stockholders holding

or rep

resenting at

least

two-third

s (2/3)

of the

outstanding

capital stock, or

if the

corporation be

a

non-stock corp

oration, by

a

vote of

at

least

two-third

s (2/3)

of the

mem

bers entitled to vote: Provided

, Tha

t such

removal

shall take place

either a

t a

regular

meeting of the

corporation

or a

t a

special

meeting called

for the purpose, a

nd in

either ca

se, a

fter p

revious notice

disqualified

of a director:

1. A

ny p

erson convicted

b

y final

judgm

ent or

order b

y a

competent

judicial or

ad

ministrative

bod

y of

any crim

e tha

t (a

) involves

the p

urchase

and sale

of securities,

as

defined

in the

SRC;

(b)

arises

out of

the p

erson’s cond

uct as a

n underw

riter, b

roker, dealer,

investment

ad

viser, p

rincipal, distrib

utor, m

utual fund

dealer,

futures com

mission

mercha

nt, com

modity

trading ad

visor, or floor b

roker; or (c) a

rises out of his fiducia

ry rela

tionship w

ith a

bank,

quasi-b

ank,

trust compa

ny, investm

ent house or a

s an

affilia

ted p

erson of

any of them

.

2. A

ny p

erson w

ho, by rea

son

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 27 of 129

to stockholders or m

embers of

the corporation of the intention to

prop

ose such

removal

at the m

eeting. A

sp

ecial m

eeting of the stockholders

or m

embers

of a

corporation for

the purp

ose of rem

oval of

directors or

trustees, or any of

them,

must

be

called

by

the secreta

ry on order of the p

resident or on the

written

dem

and

of the stockholders rep

resenting or holding a

t least a

m

ajority

of the outsta

nding ca

pital stock,

or, if it be a non-stock corp

oration, on the

written

dem

and

of

a m

ajority of the

mem

bers entitled to vote. Should

the secreta

ry fail or refuse

to call

the sp

ecial m

eeting upon

such d

emand

or fail or refuse to

give the

notice, or

if there

is no

of m

isconduct,

after hea

ring, is p

erma

nently enjoined

b

y a

final jud

gment

or order of the

Com

mission

or a

ny court

or a

dm

inistrative b

ody

of com

petent jurisdiction from

: (a) a

cting a

s und

erwriter,

broker,

dealer, investm

ent a

dviser,

principal

distributor,

mutual

fund d

ealer, futures

comm

ission m

erchant,

comm

odity trading a

dvisor,

or floor broker;

(b)

acting

as

director or

officer of

a b

ank,

quasi-

ba

nk, trust

compa

ny, investm

ent house,

or investm

ent com

pany;

(c) enga

ging in or continuing any cond

uct or

practice in any

of the

cap

acities

mentioned

in sub

-p

aragra

phs (a)

and (b

) above,

or w

illfully

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 28 of 129

secretary,

the call

for the

meeting

ma

y b

e ad

dressed

directly to

the stockholders

or m

embers

by

any

stockholder or

mem

ber of the corp

oration signing

the d

ema

nd.

Notice

of the

time a

nd pla

ce of

such m

eeting, a

s w

ell a

s of

the intention

to p

ropose such

removal,

must

be

given b

y p

ublication

or b

y w

ritten notice p

rescribed in

this C

ode.

Removal

ma

y b

e w

ith or

without

cause: Provided

, Tha

t rem

oval w

ithout ca

use m

ay

not be

used to dep

rive m

inority stockholders

or m

embers of the

right of

representa

tion to

which

they m

ay be entitled

under Section

24 of this Code.

violating

the law

s tha

t govern securities

and b

anking

activities.

3. A

ny p

erson convicted

b

y final

judgm

ent or

order b

y a

court or

competent

ad

ministrative

bod

y of

an

offense involving m

oral turpitude, fra

ud,

emb

ezzlement,

theft, esta

fa, counterfeiting, m

isapp

ropria

tion,

forgery, b

ribery,

false a

ffirma

tion, p

erjury or other fra

udulent acts.

4. A

ny p

erson w

ho has been

ad

judged

by

final jud

gment

or order of the

Com

mission,

court, or

competent

ad

ministrative

bod

y to

have

willfully

violated

, or

willfully

aided,

abetted

, counseled

, induced

or p

rocured the

violation of any

provision of the

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 29 of 129

Corp

oration C

ode,

SRC

or a

ny other

law

ad

ministered

by

the C

omm

ission or

BSP or any of its rule,

regulation

or order.

5. A

ny p

erson ea

rlier elected

as independ

ent director

who

becom

es a

n officer, em

ployee or

consultant

of the

sam

e corp

oration.

6. A

ny p

erson judicially d

eclared

a

s insolvent.

7. Judgm

ent or ord

er of

a foreign court or equivalent fina

ncial regula

tory a

uthority of

acts,

violations

or m

isconduct sim

ilar to a

ny of the

acts,

violations

or m

isconduct enum

erated in

pa

ragraphs

1 a

nd 5 above.

8. C

onviction b

y final

judgm

ent of an

offense p

unishable

by

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 30 of 129

imp

risonment

for m

ore tha

n six (6) yea

rs, or a

viola

tion of

the C

orporation

Cod

e com

mitted

w

ithin five

(5) yea

rs p

rior to

the da

te of his election

or a

ppointm

ent.

Note:

Sam

e criteria

is

ap

plied for

Indep

endent D

irectors.

D. TEMPO

RARY DISQ

UALIFIC

ATIO

N

Executive Directors and N

on-Executive Directors

Directors

elected or

ap

pointed w

ithout p

ossessing the

qualifica

tions m

entioned herein

or p

ossessing the

disqualifica

tions

as

well

shall vaca

te their

positions

imm

ediately.

1. Refusal

to com

ply w

ith the

disclosure requirem

ents of SEC

a

nd its

IRR’s.

The disq

ualification

shall be

in effect

as

long a

s the

refusal p

ersists. 2.

Ab

sence in

more tha

n fifty (50) p

ercent of all regula

r and sp

ecial m

eetings of the Boa

rd during his

incumbency, or

any tw

elve (12) m

onth period

during the said

incumbency,

unless the

ab

sence is due

to illness, death

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 31 of 129

in the

imm

ediate

family or serious

accident. The

disqualifica

tion shall

apply

for p

urposes of the succeeding election. 3.

Dism

issal or

termina

tion for

cause

as

director of any corp

oration covered by this C

ode.

The

disqualifica

tion shall

be in

effect until

he w

as clea

red him

self from

a

ny involvem

ent in

the cause tha

t gave rise to his dism

issal or

termina

tion. 4.

If the

beneficial

equity ow

nership of an

independent

director in

the corp

oration or

its sub

sidiaries a

nd a

ffiliates

exceeds

two

percent

of its

subscribed

capital

stock. The disq

ualification

shall be lifted if

the limit is la

ter com

plied with.

5. If any of the jud

gments

or

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 32 of 129

orders cited

in the ground

s for p

erma

nent disq

ualification

has

not yet

becom

e final. A

tem

porarily

disqualified

director

shall, w

ithin sixty (60) b

usiness da

ys from

such

disqualifica

tion, ta

ke the

ap

prop

riate

action

to rem

edy

or correct

the disq

ualification.

If he

fails or

refuses to do so

for unjustified

reasons,

the disq

ualification

shall becom

e p

erma

nent.


Directors

elected or

ap

pointed w

ithout p

ossessing the

qualifica

tions m

entioned herein

or p

ossessing the

disqualifica

tions

as

well

shall vaca

te their

positions

imm

ediately.

Sam

e a

s a

bove,

in a

ddition

to p

ossession of

the disq

ualification

s to

be a

n indep

endent director.

E. REMO

VAL

Executive D

irectors / Non-

A d

irector shall b

e rem

oved Possession

of the ground

s for

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 33 of 129

Executive D

irectors/ Ind

ependent

Directors

from

office in

accord

ance w

ith the

Corp

oration C

ode

which

provides:

Section 28

of the C

orporation

Cod

e:

Sec. 28. Rem

oval of

directors

or trustees.

- A

ny director

or trustee

of a

corporation

ma

y be

removed

from

office by a

vote of

the stockholders holding

or rep

resenting at

least

two-third

s (2/3)

of the

outstanding

capital stock, or

if the

corporation be

a

non-stock corp

oration, by

a

vote of

at

least

two-third

s (2/3)

of the

mem

bers entitled to vote: Provided

, Tha

t such

removal

shall take place

either a

t a

regular

meeting of the

corporation

or a

t a

special

meeting called

perm

anent

disqualifica

tions

and those

provided

under a

pplicable

laws.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 34 of 129

for the purpose, a

nd in

either ca

se, a

fter p

revious notice to stockholders or m

embers of

the corporation of the intention to

prop

ose such

removal

at the m

eeting. A

sp

ecial m

eeting of the stockholders

or m

embers

of a

corporation for

the purp

ose of rem

oval of

directors or

trustees, or any of

them,

must

be

called

by

the secreta

ry on order of the p

resident or on the

written

dem

and

of the stockholders rep

resenting or holding a

t least a

m

ajority

of the outsta

nding ca

pital stock,

or, if it be a non-stock corp

oration, on the

written

dem

and

of

a m

ajority of the

mem

bers entitled to vote. Should

the secreta

ry fail or refuse

to call

the sp

ecial m

eeting upon

such d

emand

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 35 of 129

or fail or refuse to

give the

notice, or

if there

is no

secretary,

the call

for the

meeting

ma

y b

e ad

dressed

directly to

the stockholders

or m

embers

by

any

stockholder or

mem

ber of the corp

oration signing

the d

ema

nd.

Notice

of the

time a

nd pla

ce of

such m

eeting, a

s w

ell a

s of

the intention

to p

ropose such

removal,

must

be

given b

y p

ublication

or b

y w

ritten notice p

rescribed in

this C

ode.

Removal

ma

y b

e w

ith or

without

cause: Provided

, Tha

t rem

oval w

ithout ca

use m

ay

not be

used to dep

rive m

inority stockholders

or m

embers of the

right of

representa

tion to

which

they m

ay be entitled

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 36 of 129

under Section

24 of this Code.

F. REINSTA

TEMEN

T

Executive Directors

The process for

reinstatem

ent of

a director

shall be simila

r to the p

rocess for

nomina

tion a

nd election of directors.

To be

reinstated

, a

director m

ust p

ossess all

the q

ualifications

and

none

of the disq

ualification

s for a director p

rovided

herein.

Non-Executive

Directors

The process for

reinstatem

ent of

a director

shall be simila

r to the p

rocess for

nomina

tion a


To be

reinstated

, a

director m

ust p

ossess all

the q

ualifications

and

none

of the disq

ualification

s for a director p

rovided

herein.


The process for

reinstatem

ent of

a director

shall be simila

r to the p

rocess for

nomina

tion a


To be

reinstated

, a

director m

ust p

ossess all

the q

ualifications

and

none

of the disq

ualification

s for a director p

rovided

herein.

G. SUSPEN

SION

Executive Directors / N

on-Executive Directors/

The Com

pa

ny removes a director

either perm

anently or temporarily.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 37 of 129


2. Boa

rd nomina

tion and election policy is disclosed in

the com

pany’s M

anual on C

orporate Governance.

CO

MPLIA

NT

The Ma


orporate G

overnance of

Doub

leDra

gon Prop

erties C

orp., p

rovides tha

t:

Nom

ination and Succession

“The Board

should ha

ve and

disclose in its

Cod

e a

form

al

and

tra

nsparent

boa

rd

nomina

tion and

election policy tha

t should

include how

it accepts nom

inations from

m

inority sha

reholders

and

review

s nom

inated

cand

idates. The p

olicy should

also

include

an

assessm

ent of

the effectiveness of the Boa

rd’s p

rocesses and

p

rocedures in the nom

ination, election, or

repla

cement of a

director. In ad

dition, its

process of id

entifying the qua

lity of directors

should b

e aligned

with the stra

tegic direction

of the comp

any.

For Executive and

Non-executive D

irectors:

The election of all D

irectors is held d

uring ea

ch regular stockhold

ers’ meeting, unless a

va

cancy occurred

which sha

ll be filled

in im

med

iately d

uring a m

eeting called

for the p

urpose a

nd the p

erson so elected sha

ll serve

only the

unexpired

p

ortion of

his p

redecessor in office.

For Ind

epend

ent Directors:

1.

The nom

ination

of the

indep

endent

director

shall

be

conducted

b

y the

Nom

ination

Com

mittee

prior

to a

stockhold

ers’ meeting. A

ll recomm

enda

tions sha

ll b

e signed

by

the nom

inating

3. Boa

rd nom

ination and

election policy

includes how

the

company

accepted nom

inations from m

inority shareholders.

CO

MPLIA

NT

4. Boa

rd nom

ination and

election policy

includes how

the

board shortlists

candidates.

CO

MPLIA

NT

5. Boa

rd nom

ination and

election policy

includes an assessm

ent of the effectiveness of the Board’s processes in the nom

ination,

election or replacement of a director.

CO

MPLIA

NT

6. Boa

rd has a p

rocess for identifying the quality of directors that is aligned w

ith the strategic direction of the com

pany.

CO

MPLIA

NT

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 38 of 129

stockholders together w

ith the accep

tance

and

conformity b

y the would

-be nom

inees.

2. A

fter the

nomina

tion, the

Nom

ination

Com

mittee

shall

prepa

re a

fina

l list

of ca

ndid

ates

which

shall conta

in a

ll the

informa

tion ab

out all the nom

inees for the ind

epend

ent directors. The list shall b

e ma

de

ava

ilab

le to

the SEC

a

nd

to a

ll the

stockholders

through the

filing a

nd d

istribution of the Inform

ation Statem

ent or Proxy Sta

tement, or in such other rep

orts the C

orpora

tion is

required

to

subm

it to

the C

omm

ission. 3. O

nly nominees w

hose nam

es ap

pea

r on the Final List of C

and

ida

tes shall b

e eligible

for election as a

n Independ

ent Director. N

o other nom

ination sha

ll be enterta

ined a

fter the Fina

l List of Ca

ndid

ates sha

ll have b

een p

repa

red. N

o further nomina

tion shall b

e entertained

or allow

ed on the floor d

uring the a

ctual stockhold

ers’ meeting.

4. The specific slot for ind

epend

ent directors

shall

not b

e filled

-up

by

unqua

lified

nominees.

5.

In ca

se of

failure of

election for

the ind

epend

ent director, the C

hairm

an of the

meeting sha

ll call a

sepa

rate election d

uring the sam

e meeting to fill up

the vaca

ncy.” O

ptional: Recomm

endation to 2.6 1.

Com

pany uses professional search firm

s or other external sources of candidates (such as director databa

ses set up by director or sha

reholder bodies) when searching for

candidates to the board of directors.

Identify the professional search firm

used or other external sources of candidates

SEC Form – I-ACG

R * Updated 21D

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Recomm

endation 2.7

1. Boa

rd has overall responsibility in ensuring

that there

is a

group-w

ide policy

and system

governing

related pa

rty tra

nsactions (RPTs) and other unusual or

infrequently occurring transactions.

CO

MPLIA

NT

Provide information on or reference to

a docum

ent containing

the com

pany’s policy on related party transaction,

including policy

on review

and a

pproval of significant RPTs Identify

transactions that

were

approved pursuant to the policy.

The Ma


orporate G

overnance of

Doub

leDra

gon Prop

erties C

orp., p

rovides tha

t: The Boa

rd m

ay a

lso organize a

Related

Party Tra

nsaction (RPT) Com

mittee, w

hich should

be ta

sked w

ith reviewing a

ll ma

terial rela

ted p

arty

transaction of

the com

pa

ny a

nd

should b

e comp

osed of a

t least three non-

executive directors, tw

o of whom

should b

e ind

epend

ent, including the C

hairm

an.

The comp

any ha

s a p

olicy regard

ing Related

Party Transactions through the C

onflict of Interest Policy: http

://ww

w.d

oubled

rag

on.com.p

h/ir/comp

anys-p

olicies

2. RPT policy includes a

ppropriate review and

approval of material RPTs, w

hich guarantee

fairness and

transparency of

the tra

nsactions.

CO

MPLIA

NT

3. RPT policy encom

passes all entities within

the group, taking into account their size, structure,

risk profile

and

complexity

of operations.

CO

MPLIA

NT

Supplement to Recom

mendations 2.7

1.

Board

clearly defines

the threshold

for disclosure

and

a

pproval of

RPTs and

categorizes such transa

ctions according to those that are considered de m

inimis or

transactions that need not be reported or

announced, those

that

need to

be disclosed,

and

those

that need

prior sha

reholder a

pproval. The

aggregate

amount

of RPTs

within

any tw

elve (12)

month period should be considered for

purposes of

applying the

thresholds for

disclosure and approval.

CO

MPLIA

NT

Provide information on a m

ateriality threshold for RPT disclosure and

approval, if any. Provide inform

ation on RPT categories

Under

Paragra

ph

4 of

the com

pa

ny’s C

onflict of Interest Policy, A d

irector who is

related

with one of the C

omp

any’s sup

plier

or client, or the owner or rep

resentative of

the supp

lier, client, or any p

erson or entity w

ho ha

s b

usiness d

ealings

with

the C

omp

any,

within

the 4

th civil

degree

of consanguinity or a

ffinity, should d

isclose such rela

tionship w

ith the Board

. The

requisites

for a

pp

roval

are:

(a)

the p

resent of the Director in the Boa

rd m

eeting in w

hich the transaction or contra

ct wa

s a

pp

roved w

as not necessa

ry to constitute a q

uorum for such m

eeting; (b) Tha

t the vote of said

Director w

as not necessa

ry for the a

pp

roval of the tra

nsaction or contract; a

nd

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 40 of 129

(c) that the tra

nsaction or contract is fair a

nd rea

sonab

le under the circum

stances.

2. Boa

rd esta

blishes a

voting system w

hereby a

m

ajority of non-rela

ted p

arty sha

reholders

ap

prove

specific typ

es of

related

p

arty

transactions d

uring sharehold

ers’ meetings.

CO

MPLIA

NT

Provide information on voting system

, if any.

Under

pa

ragra

ph

4.4 of

the com

pa

ny’s C

onflict of Interest Policy, the transaction or

contract m

ay b

e ratified b

y the vote of the sha

reholders rep

resenting at lea

st two-third

s (2/3) of the outsta

nding ca

pita

l stock in a m

eeting called

for the purp

ose, provid

ed

that full disclosure of the a

dverse interest of

the Directors/s is m

ad

e at such m

eeting. Recom

mendation 2.8

1.

Board is prim

arily responsible for approving the selection of M

anagement led by the

Chief

Executive O

fficer (C

EO)

and

the

heads of the other control functions (Chief

Risk Officer, C

hief Com

pliance Officer a

nd C

hief Audit Executive).

CO

MPLIA

NT


a document containing the Board’s

policy and responsibility for approving

the selection of managem

ent. Identity

the M

anagem

ent team

appointed

The Ma


orporate G

overnance of Doub

le Dra

gon Properties

Corp

., provid

es that :

“The Boa

rd should

be resp

onsible for ensuring

and

a

dopting

an

effective succession

pla

nning progra

m for d

irectors, key officers a

nd m

ana

gement to ensure grow

th and

a

continued

increase

in the

sharehold

ers’ va

lue. This should includ

e ad

opting a p

olicy on the retirem

ent age for d

irectors and

key officers a

s pa

rt of ma

nagem

ent succession a

nd

to p

romote

dyna

mism

in

the corp

oration.”

The Ma

nagem

ent Team

is comp

osed of:

http://w

ww

.doub

ledra

gon.com

.ph/p

age/m

ana

gement-tea

m

2. Boa

rd is prima

rily responsible for assessing the perform

ance of Managem

ent led by the C

hief Executive Officer (C

EO) and

the heads of the other control functions (C

hief Risk O

fficer, Chief C

ompliance O

fficer and C

hief Audit Executive).

CO

MPLIA

NT


a document containing the Board’s

policy and responsibility for assessing the perform

ance of mana

gement.

Provide inform

ation on

the assessm

ent process

and

indicate

The Ma


orporate G

overnance of

Doub

leDra

gon Prop

erties C

orp., p

rovides tha

t:

“The Board

should b

e responsib

le for ensuring a

nd

ad

opting a

n effective

succession p

lanning p

rogram

for directors, key officers

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 41 of 129

frequency of

assessment

of perform

ance.

and

ma

nagem

ent to ensure growth a

nd a

continued

increa

se in

the sha

reholders’

value. This should

include a

dopting a

policy

on the retirement a

ge for directors a

nd key

officers as p

art of m

ana

gement succession

and

to

prom

ote d

ynam

ism

in the

corpora

tion” Recom

mendation 2.9

1.

Board

establishes

an

effective perform

ance m

anagement

framew

ork that

ensures tha

t M

anagem

ent’s perform

ance is at par w

ith the standa

rds set by the Boa

rd and Senior M

anagem

ent.

CO

MPLIA

NT

Provide information on or

link/reference to a document

containing the Board’s performance

managem

ent framew

ork for m

anagement and

personnel.

The Ma

y 30, 2017 Revised C

ode of C

orpora

te G

overnance

of D

oubleD

ragon

Properties

Corp

., provid

es that:

“The Boa

rd

should

formula

te the

corpora

tion’s vision,

mission,

strategic

objectives, p

olicies and

proced

ures that sha

ll guid

e its activities, includ

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