Part E: Responsibilities of the Board (2022-2023)

ACMF

ASEAN CORPORATE GOVERNANCE SCORECARD

LEVEL 1

PART E: RESPONSIBILITIES OF THE BOARD

SCORECARD ITEM

GUIDING REFERENCE

RESPONSE (Yes/No)

COMPANY REMARKS

E.1 Board Duties and Responsibilities

Clearly defined board responsibilities and corporate governance policy

E.1.1

G20/OECD

PRINCIPLE

V:

YES

PSE's Manual on Corporate GovernanceandPSE's BOD Manualstipulates the

Does

the company disclose its corporate

Disclosure and Transparency

company's corporate governance policies. These are disclosed in the

governance policy / board charter?

(A) Disclosure should include, but not

company's Governancepage under Board Matters.

be limited to, material information on:

9. Governance structures and policies,

PSE's 2022 Integrated Annual Corporate Governance Report

in particular, the content of any

corporate governance code or policy

Pages 21, Recommendation 2.12Pages 20-21, Recommendation 2.12

and the process by which it is

Page 51, Recommendation 8.7

implemented.

E.1.2

G20/OECD

PRINCIPLE

VI:

YES

In addition to the provisions of the Revised Corporation Code, the company

Are the types of decisions requiring board of

Responsibilities of the Board

states which corporate actions require Board approval in PSE's Manual on

directors / commissioners' approval disclosed?

(D) The board should fulfil certain key

Corporate Governanceand PSE'sSEC Form17-A2022.

functions, including:

1. Reviewing and guiding corporate

PSE's 2022 Integrated Annual Corporate Governance Report

strategy, major plans of action, risk

policy, annual budgets and business

Pages 21, Recommendation 2.12Pages 20-21, Recommendation 2.12

plans; setting performance objectives;

Page 51, Recommendation 8.7

monitoring

implementation

and

corporate

performance;

and

overseeing major capital expenditures,

acquisitions and divestitures.

2. Monitoring the effectiveness of the

company's governance practices and

making changes as needed.

3. Selecting, compensating, monitoring

and, when necessary, replacing key

executives and overseeing succession

planning.

4. Aligning key executive and board

remuneration with the longer term

interests of the company and its

shareholders.

JUNE 2022 - MAY 2023 ACGS SELF-ASSESSMENT

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ACMF

ASEAN CORPORATE GOVERNANCE SCORECARD

5. Ensuring a formal and transparent

board

nomination

and election

process.

6. Monitoring and managing potential

conflicts of interest of management,

board

members and

shareholders,

including misuse of corporate assets

and abuse in related party

transactions.

7. Ensuring the integrity of

the

corporation's accounting and financial

reporting

systems,

including

the

independent

audit,

and

that

appropriate systems of control are in

place, in particular, systems for risk

management,

financial

and

operational

control, and compliance

with the law and relevant standards.

8. Overseeing the process of disclosure

and communications.

E.1.3

G20/OECD

PRINCIPLE

VI:

YES

The roles and responsibilities of the company's Board of Directors are clearly

Are the roles and responsibilities of the board

Responsibilities of the Board

stated inPSE's Manual on Corporate Governance(Article IV, Section 2 -

of directors / commissioners clearly stated?

(D) The board should fulfil certain key

Establishing Clear Roles and Responsibilities of the Board of Directors) and

functions, including:

PSE's BOD Manual.

1. Reviewing and guiding corporate

strategy, major plans of action, risk

policy, annual budgets and business

Board of Directors

plans; setting performance objectives;

Board Committees

monitoring

implementation

and

corporate

performance;

and

PSE's 2022 Integrated Annual Corporate Governance Report

overseeing major capital expenditures,

acquisitions and divestitures.

Page 21, Recommendation 2.12Pages 20-21, Recommendation 2.12

2. Monitoring the effectiveness of the

company's governance practices and

making changes as needed.

3. Selecting, compensating, monitoring

and, when necessary, replacing key

executives and overseeing succession

planning.

4. Aligning key executive and board

remuneration with the longer term

JUNE 2022 - MAY 2023 ACGS SELF-ASSESSMENT

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E.1.4

G20/OECD

PRINCIPLE

VI:

YES

The Company's updated vision and mission are stated on its website (Mission,

Does the company have an updated vision and

Responsibilities of the Board

Vision and Values).PSE's Manual on Corporate Governance(Article IV,

mission statement?

ICGN

(2014):

4.1

Code of

Section 2 - Establishing Clear Roles and Responsibilities of the Board of

Directors) states that it is the duty of the company's Board of Directors to

Conduct/Ethics

formulate (and update / review) vision, mission, strategic objectives, policies

The board should adopt high standards

and procedures that shall guide the Company's activities.

of business ethics through codes of

conduct/ethics (or similar instrument)

and oversee a

culture

of

integrity,

PSE's 2022 Integrated Annual Corporate Governance Report

notwithstanding

differing

ethical

Page 9-10, Recommendation 2.2

norms and legal standards in various

Pages 10-11, Supplement to Recommendation 2.2 (1)

countries. This should permeate all

aspects of the company's operations,

ensuring that its vision, mission and

objectives are ethically sound and

demonstrative of its values. Codes

should

be effectively communicated

JUNE 2022 - MAY 2023 ACGS SELF-ASSESSMENT

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and integrated into the company's

strategy and operations, including risk

management

systems

and

remuneration structures.

E.1.5

G20/OECD

PRINCIPLE

VI:

YES

PSE's Manual on Corporate Governance(Article IV, Section 2 - Establishing

Does the board of directors play a leading role

Responsibilities of the Board

Clear Roles and Responsibilities of the Board of Directors) states that it is the

in the process of developing and reviewing the

D. The board should fulfil certain key

duty of the company's Board of Directors to formulate (and update / review)

vision, mission, strategic objectives, policies and procedures that shall guide

company's strategy at least annually?

functions, including:

the company's activities.

Reviewing

and

guiding

corporate

strategy, major plans of action, risk

management policies and procedures,

Business objectives and strategies are reviewed annually. This was conducted

annual budgets

and business

plans;

over two sessions held on 23 November 2022 and on 11 January 2023. Mid-

setting

performance

objectives;

term business objectives and strategies are reviewed every three (3) years

monitoring

implementation

and

while long-term business objectives and strategies are reviewed every five (5)

corporate

performance;

and

overseeing major capital expenditures,

years. The Chairman and President's messages contain the business strategies

acquisitions and divestitures.

for each year and their implementation. Their messages are included in the

annual report distributed to the company's stockholders. The Board also

reviews the annual budget and business plans, including the major

expenditures, of the company.

The company utilizes its Project Management Framework ("PM Framework")

to guide all project teams in implementing the company's projects (generally

classified as strategic or non-strategic). The PM Framework outlines common

parameters and best practices in managing projects such as communication

systems, approval processes, identifying risks, project risk mitigation, and

monitoring project status.

PSE's SEC Form 17-A 2022

Page 27, "Ongoing Plans and Programs"

PSE's 2022 Integrated Annual Corporate Governance ReportPages 9-10,

Recommendation 2.2

Pages 9-10, Recommendation 2.2

Pages 10-11, Supplement to Recommendation 2.2 (2)

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