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(Business Address : No. Street City/Town/Province)

I Atty. Mary Rose S. Tan

Contact Person

(632) 632-3000

Company Telephone Number

Manual on Corporate Governance (As amended)

2nd Tuesday of June

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Month

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Day

I S I E I C I I F ! O I R I M I

FORM TYPE Month Day Annual Meeting

Secondary License Type, If Applicable

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Document I. D. Cashier

S T A M P S

Remarks = pis. Use black ink for scanning purposes

  1. SAN MIGUEL CORPORATION

    San Miguel Corporation

    MANUAL ON CORPORATE GOVERNA Cl>

    (As amended)

    8' .

    The Board of Directors, Management, Officers and employees of San Miguel Co ration (the "Corporation") hereby commit themselves to the principles and best practices contained in this Manual on Corporate Governance ("Manua l"), and acknowledge that the same shall guide the attainment of their corporate goals.

    1. OBJ ECTIVE

      This Manual shall institutional ize the principles, policies, programs and procedures of good corporate governance in the entire organization .

      The Board of Directors,Management, Officers,employees and shareholders, believe that corporate governance is a necessary component of what constitutes sound strategic business management and will therefore undertake every effort necessary to create awareness thereof within the organization as soon as possible.

    2. COMPLIANCE SYSTEM

      1. Compliance Officer

        1. To insure adherence to corporate principles and best practices, the Board of Directors shall appoint a Compliance Officer who shall hold the position of a Vice President or its equivalent. He is primarily liable to the Corporation and its shareholders .

        2. He shall perform the following duties:

          • Ensure proper onboarding of new directors (i.e., orientation on the Corporation's business,charter, articles of incorporation and by-laws, among others);

          • Monitor, review, evaluate and ensure compliance by the Corporation, its Officers and Directors with the provisions and requirements of the relevant laws, the Code of Corporate Governance issued by the Securities and Exchange Commission ("SEC"),this Manual and the rules and regulations and all governance isslJances of the regulatory agencies;

          • Appear before the SEC upon summons on relevant matters that need to be clarified by the same;

          40 SAN MIGUELAVENUE.MA NOALUYONG CITY, 1550 METRO MANILA.PHILIPPINES TEL. NO.(632) 632-3000

          o Determine violation/s of the Manual, report the matter to the Board if violations are found, and recommend penalty for violation thereof for further review and approval of the Board;

          o Ensure the integrity and accuracy of all documentary submissions to regulators;

          o Collaborate with other departments to properly address compliance issues, which may be subject to investigation;

          • Attest on the extent of the Corporation's compliance with this Manual and the SEC Code of Corporate Governance explaining the reason/s of the latter's deviation from the same, in each case, where necessary or required by applicable laws, rules and regulations;

          • Identify, monitor and control compliance risks and possible areas of compliance issues and work towards the resolution of the same;

          • Ensure the attendance of Board members and key Officers to relevant trainings; and

          • Perform such other duties and responsibilities as may be provided by the SEC.

          2.1.3. The appointment of the Compliance Officer shall be immediately disclosed to the SEC on SEC Form 17-C. All correspondence relative to his functions as such shall be addressed to the Compliance Officer.

        3. Plan of Compliance

          1. Board of Directors

            Compliance with the principles of good corporate governance shall start with the Board of Directors. The Corporation shall be headed by a competent, working Board to foster the long-term success of the Corporation, and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and the long-term best interests of its shareholders and other stakeholders.

            The members of the Board of Directors shall not be less than five (5) but not more than fifteen (15), and shall be elected in accordance with the Corporation's by-laws and applicable laws. The Board shall be composed of Directors with a collective working knowledge, experience or expertise that is relevant to the Corporation's industry/sector . The Board shall 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.

            The membership of the Board of Directors may be a combination of executive and non-executive directors (which shall include Independent Directors). The Board shall be composed of a majority of non-executive directors who possess the necessary qualifications to effectively participate and help secure objective, independent judgment on corporate affairs and to substantiate proper checks and balances.

            1. General Responsibility

            It shall be the Board's responsibility to foster the long-term success of the Corporation and secure its sustained competitiveness and profitability in a manner consistent with its fiduciary responsibility, which it shall exercise in the best interest of the Corporation, its shareholders and other stakeholders. The fiduciary roles, responsibilities and accountabilities of the Board as provided under the law, the Corporation's articles and by­ laws, and other legal pronouncements and guidelines should be clearly made known to all Directors as well as to shareholders and other stakeholders. The Board members should 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 and other stakeholders.

            The Board should oversee the development of and approve the Corporation's business objectives and strategy, and monitor their implementation, in order to sustain the Corporation's long-term viability and strength. The Board is responsible for formulating the Corporation's vision, mission, strategic objectives, policies and procedures that shall guide its activities, including the means to effectively monitor Management's performance.

            The Board shall conduct itself with utmost honesty and integrity in the discharge of its duties, functions and responsibilities.

            To show full commitment to the Corporation,a director should devote the time and attention necessary to properly and effectively perform his duties and responsibilities,including sufficient time to be familiar with the corporation's business.

            A director's office is one of trust and confidence. He shall act in a manner characterized by transparency, accountability and fairness, and in the best interest of the Corporation. He should exercise leadership, prudence and integrity in directing the Corporation towards sustained progress.

            Members of the Board are duty-bound to apply high ethical standards, taking into account the interests of all stakeholders.

          San Miguel Corporation published this content on 10 May 2017 and is solely responsible for the information contained herein.
          Distributed by Public, unedited and unaltered, on 29 May 2017 02:46:17 UTC.

          Original documenthttp://www.sanmiguel.com.ph/files/reports/SMC_Amended_Manual_on_Corporate_Governance_05.10_.17-Final_.pdf

          Public permalinkhttp://www.publicnow.com/view/C5254A2F8CEA9935768452FFEE45BB1A7A53E77D