Energy Development : Amendments to the Corporate Governance Manual

Energy Development Corporation

38th Floor, One Corporate Centre Building, Julia Vargas corner Meralco Avenue Ortigas Center, Pasig 1605, Philippines

Trunklines: +63 (2) 667-7332 (PLDT) / +63 (2) 755-2332 (Globe)

August 15, 2017

OIC-HEAD, Disclosures Department The Philippine Stock Exchange, Inc. Philippine Stock Exchange Plaza

Ayala Triangle, Ayala Avenue, Makati City

Dear Mr. Zuño:

In compliance with the disclosure requirements of Exchange, we submit the attached, amendments to the Corporate Governance Manual pertaining to the provisions on the composition of the membership of the Audit and Governance Committee and Risk Management Committee.

cc: VINA VANESSA S. SALONGA

Head - Issuer Compliance and Disclosure Department (ICDD) Philippine Dealing & Exchange Corp.

CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER

1. August 14, 2017

Date of Report (Date of earliest event reported)

2. SEC Identification Number -6=-6""3'"""8''-1'_ 3.BIR Tax Identification No. 000- 169- 125-000

1. ENERGY DEVELOPMENT CORPORATI ON

   Exact name of issuer as specified in its charter

2. PHILIPPINES

   Province, country or other jurisdiction of incorporation

3. (SEC Use Only)

   Industry Classification Code:

4. 38th Floor, One Corporate Centre Buil ding,

Ju l a Vargas corner Meralco Avenue, Pasi g City

Address of principal office Postal Code

8. +63 2 6677332

Issuer's telephone number,including area code

1. N/A

   Former name or former address, if changed since last report

2. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA

   Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding

3. Authorized Capital Stock

   Common shares, P1.00 par value

   Voting Preferred Shares, P0.01 par value

   Non-Voting Preferred Shares, P10.00 par value

   27,000,000,000 shares

   15,000,000,000 shares

   300,000,000 shares

4. Issued and Outstanding Shares

   Common Shares, P1.00 par value Preferred Shares, P 0.01 par value

   18,737,010,000 shares (exempt securities) as of December 31, 2016

   9,375,000,000 shares (exempt securities)

5. Amount of Debt Outstanding as of December 31, 2016

   P 69,832,940,488.00

   SEC Form 17-C

   December 2003

6. Indicate the item numbers reported herein: Item 9 (b)

The amendments to the Corporate Governance Manual of the Energy Development Corporation (EDC) has been approved by its Board of Directors during its August 8, 2017 Board Meeting. The amendments to the Corporate Governance Manual pertain to the provisions on the composition of the membership of the Audit and Governance Committee and Risk Management Committee.

Pursuant to the requirements of the Securities Regulation Code, the issuer has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ENERGY DEVELOPMENT CORPORATION

Issuer

Date: August 14, 2017

By:

:t, a U

ERWIN 0. AVANTE

Vice-Presi dent and Compliance Officer

SEC Form 17-C 2

December 2003

T A B L E O F C O N T E N T S

Section 1 INTRODUCTION 3

Subject 1 General Provisions 3

Subject 2 Definitions and Interpretation 6

Section 2 COMPLIANCE SYSTEM 9

Subject 1 Compliance Officer 9

Subject 2 Duties of the Compliance Officer 9

Subject 3 Disclosure of Appointment of Compliance Officer 9

Section 3 BOARD GOVERNANCE 10 Section 4 BOARD OF DIRECTORS 10

Subject 1 Composition, Qualifications and Disqualifications 10

Subject 2 Independent Directors 14

Term Limits of Independent Directors 15

Lead Independent Director 15

Subject 3 General Responsibilities of the Board 16

Subject 4 Specific Duties and Functions of the Board 16

Subject 5 Specific Duties and Responsibilities of a Director 19

Subject 6 Board Meetings and Quorum Requirement 19

Subject 7 Non-Executive Directors' Meeting 20

Subject 8 Adequate and Timely Information 20

Subject 9 Training / Orientation Process 21

Subject 10 Governance Self-Rating System 21

Section 5 BOARD COMMITTEES 22

Subject 1 General Provisions 22

Subject 2 Composition 22

Subject 3 Charter Requirement 24

Subject 4 General Duties and Functions of Board Committees 24

Subject 4A Nomination and Compensation Committee 24

Subject 4B Audit and Governance Committee 27

Subject 4C Risk Management Committee 30

Subject 4D Corporate Social Responsibility Committee 31

Subject 4E Operations Committee 32

Subject 4F Related Party Transactions Committee 33

Section 6 EXECUTIVE OFFICERS 33

Subject 1 Specific Duties and Functions 33

The Chairman 33

The President 34

1 | Energy Development Corporation

Corporate Governance Manual (Amended August 8, 2017)