Energy Development : Updates to the 2017 ACGR

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 updates on our 2017 Annual Corporate Governance Report (ACGR), particularly on the changes in the Board Committees' composition, details of the Audit and Governance Committee members, amendments to the Corporate Governance Manual and changes in existing policies.

cc: VINA VANESSA S. SALONGA

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

e rn e Ii" g y

OEVEl.OPMENT CORPORATION

Energy Development Corporation

I 30th Floor,One Corporate Centre Building, Julia Vargas corner Meratco Avenue,

Ortigas Center, Pasig City 1605, Philippines

Trunkl nes: +63 (2) 667-7332 (PLOT) I +63 (2) 755-2332 (Globe)

j

August 14, 2017

Corporate Governance and Finance Department Securities and E*change Commission

PICC Complex, Roxas Boulevard,Pasay City

Subject:! Updates to EDC's 2017 Annual Corporate Governance Report

Dear Director Callangan,

The Energy Devkiopment Corporation (EDC) hereby informs the Commission that we have updated our 2017 Annual Corporate Governance Report (ACGR), particularly on the changes in the Board Committees' coh,posit ion, details of the Audit and Governance Committee members, amendments to the CorporatJ Governance Manual and changes in existing policies.

The corresponding updates to the company's ACGR in the company website (www.energy.com.ph) shall be made ubon submission of this advisement letter.

Yours truly,

Erwin 0. Avante Vice-President and Compliance Officer

1. ORIENTATION AND EDUCATION PROGRAM
2. Continuing education programs for directors: programs and seminars and roundtables attended during the year.

   Name of Director/Officer	Date of Training	Program	Name of Training Institution
   MANUEL I. AYALA	JUNE 7, 2017	Corporate Governance	Institute of Corporate Directors

3. CHANGE/S IN EXISTING POLICIES Indicate, if applicable, any change/s introduced by the Board of Directors (during its most recent term) on existing policies that may have an effect on the business of the company and the reason/s for the change:

   Existing Policies	Changes	Reason
   Manual on Corporate Governance	Updating the provisions on Board and Committee composition, term limits of independent directors, designation of lead independent director, general Board responsibilities, specific duties and functions of the Board and a Director, board attendance, non-executive directors' meeting, specific duties and function of the Chairman and Chief Executive Officer, remuneration of directors and officers, and alternative dispute resolution.	To align the CG Manual with the provisions of the Philippine Corporate Governance Code for Publicly Listed Companies; To increase directors' participation in Committee activities
   Enterprise Risk Management Manual	Added ERM process risk review; Aligned ERM responsibilities with the Risk Management Committee Charter, Updating of names of responsible groups, reduced the risk matrix to 5x5; linked the updateable EDC risk dictionary and risk tolerances, among others	To align with the needs of the Company's operations

4. BOARD COMMITTEES
5. A. NUMBER OF MEMBERS, FUNCTIONS AND RESPONSIBILITIES Provide details on the number of members of each committee, its functions, key responsibilities and the power/authority delegated to it by the Board:

   Energy Deve lopment Corporat ion

   2017 Annual Corporate Governance Report (ACGR) Update

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   Committee	No. of Members			Committee Charter	Functions	Key Responsibilities	Power
   	Exec utiv e Dire ctor (ED)	Non- exec utive Direc tor (NED)	Indep ende nt Direc tor (ID)
   Audit And	0	4	3	Yes. There	Assist the	Review of	Authorize the
   Governance				is a	Board in its	quarterly and	investigation of
   				Committee	oversight	annual	any matter
   				Charter	responsibility	financial	within its scope
   					as regards	statements	of responsibility,
   					the	including issues	retain
   					Company's	noted by	independent
   					integrity of	external	counsel,
   					financial	auditors;	accountants or
   					reporting	Monitor and	others to advise
   					process,	evaluate the	or assist the
   					effectiveness	effectiveness	Committee in the
   					and	of internal	conduct of
   					soundness of	control system	investigation;
   					internal	through	oversee the
   					control	internal and	resolution of
   					environment,	external audits;	disagreements
   					adequacy of	Monitor and	between
   					audit	review the	management and
   					functions for	effectiveness	auditors;
   					both internal	of internal	seek required
   					and external	audit function,	information from
   					audits, and	its	employees who
   					compliance	accomplishmen	are directed to
   					with rules,	t and	cooperate with
   					policies,	performance;	the committee's
   					laws,	Review the	requests;
   					regulations,	work,	meet with
   					contracts and	independence	company
   					the code of	and	officers, external
   					conduct.	performance of	auditors, or
   						external	outside counsel,
   						auditors and	as necessary;
   						exercise final	coordinate with
   						approval on	other board
   						the	committees as
   						appointment	needed; and,
   						or discharge of	appoint,
   						auditors;	compensate and
   						Monitor and	oversee the work
   						review the	of any registered
   						company's	public accounting

   Energy Deve lopment Corporat ion

   2017 Annual Corporate Governance Report (ACGR) Update

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