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ANNUAL CORPORATE GOVERNANCE REPORT As of December 31, 2014

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ANNUAL CORPORATE GOVERNANCE REPORT As of December 31, 2014 JG SUMMIT HOLDINGS, INC. ANNUAL CORPORATE GOVERNANCE REPORT As of December 31, 2014 TABLE OF CONTENTS Page Number A. BOARD MATTERS 4 1) BOARD OF DIRECTORS (a) Composition of the Board 4 (b) Directorship in Other Companies 5 (c) Shareholding in the Company 8 2) CHAIRMAN AND CEO 8 3) BOARD OF DIRECTORS SUCCESSION PLAN 10 4) OTHER EXECUTIVE, NON-EXECUTIVE AND INDEPENDENT DIRECTORS 10 5) CHANGES IN THE BOARD OF DIRECTORS 13 6) ORIENTATION AND EDUCATION PROGRAM 21 B. CODE OF BUSINESS CONDUCT & ETHICS 22 1) POLICIES 22 2) DISSEMINATION OF CODE 23 3) COMPLIANCE WITH CODE 23 4) RELATED PARTY TRANSACTIONS 23 (a) Policies and Procedures 23 (b) Conflict of Interest 24 5) FAMILY, COMMERCIAL AND CONTRACTUAL RELATIONS 25 6) ALTERNATIVE DISPUTE RESOLUTION 25 C. BOARD MEETINGS & ATTENDANCE 26 1) SCHEDULE OF MEETINGS 26 2) DETAILS OF ATTENDANCE OF DIRECTORS 26 3) SEPARATE MEETING OF NON-EXECUTIVE DIRECTORS 26 4) QUORUM REQUIREMENT 26 5) ACCESS TO INFORMATION 27 6) EXTERNAL ADVICE 28 7) CHANGES IN EXISTING POLICIES 28 D. REMUNERATION MATTERS 28 1) REMUNERATION PROCESS 28 2) REMUNERATION POLICY AND STRUCTURE FOR DIRECTORS 29 3) AGGREGATE REMUNERATION 29 4) STOCK RIGHTS, OPTIONS AND WARRANTS 30 5) REMUNERATION OF MANAGEMENT 31 E. BOARD COMMITTEES 31 1) NUMBER OF MEMBERS, FUNCTIONS AND RESPONSIBILITIES 31 2) COMMITTEE MEMBERS 34 3) CHANGES IN COMMITTEE MEMBERS 36 4) WORK DONE AND ISSUES ADDRESSED 36 5) COMMITTEE PROGRAM 37 F. RISK MANAGEMENT SYSTEM 37 1) STATEMENT ON EFFECTIVENESS OF RISK MANAGEMENT SYSTEM 37 2) RISK POLICY 38 3) CONTROL SYSTEM 41 JG Summit Holdings, Inc. Annual Corporate Governance Report Page 2 As of December 31, 2014 TABLE OF CONTENTS Page Number G. INTERNAL AUDIT AND CONTROL 45 1) STATEMENT ON EFFECTIVENESS OF INTERNAL CONTROL SYSTEM 45 2) INTERNAL AUDIT (a) Role, Scope and Internal Audit Function 46 (b) Appointment/Removal of Internal Auditor 46 (c) Reporting Relationship with the Audit Committee 47 (d) Resignation, Re-assignment and Reasons 47 (e) Progress against Plans, Issues, Findings and Examination Trends 47 (f) Audit Control Policies and Procedures 48 (g) Mechanisms and Safeguards 48 H. ROLE OF STAKEHOLDERS 49 1) POLICIES AND ACTIVITIES 49 2) CORPORATE RESPONSIBILITY 50 3) EMPLOYEE PARTICIPATION MECHANISM 50 4) HANDLING EMPLOYEE COMPLAINTS 52 I. DISCLOSURE AND TRANSPARENCY 52 1) OWNERSHIP STRUCTURE 52 2) ANNUAL REPORT DISCLOSURE 53 3) EXTERNAL AUDITORS’ FEE 53 4) MEDIUM OF COMMUNICATION 53 5) AUDITED FINANCIAL REPORT SUBMISSION 53 6) COMPANY WEBSITE 54 7) DISCLOSURE OF RPT 54 J. RIGHTS OF STOCKHOLDERS 54 1) RIGHT TO PARTICIPATE EFFECTIVELY IN STOCKHOLDERS’ MEETINGS 54 2) TREATMENT OF MINORITY STOCKHOLDERS 59 K. INVESTORS RELATIONS PROGRAM 60 L. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES 61 M. BOARD, DIRECTOR, COMMITTEE AND CEO APPRAISAL 62 N. INTERNAL BREACHES AND SANCTIONS 62 JG Summit Holdings, Inc. Annual Corporate Governance Report Page 3 As of December 31, 2014 A. BOARD MATTERS 1) Board of Directors Number of Directors per Articles of Incorporation 11 Actual number of Directors for the year 11 (a) Composition of the Board Complete the table with information on the Board of Directors: Date last Type Nominator in elected (if [Executive If the last Elected No. of ID, state (ED), Non- nominee, election (if Date when years Director’s the Executive identify ID, state the first (Annual served Name number (NED) or the relationship elected /Special as of years Independent principal with the Meeting) director served as Director (ID)] nominator) ID)1 John L. ED N/A Erlinda L. De 1990 June 26, Annual 24 Gokongwei, Jr. Jesus 2014 Meeting James L. Go ED N/A Erlinda L. De 1990 June 26, Annual 24 Jesus 2014 Meeting Lance Y. ED N/A Erlinda L. De 1990 June 26, Annual 24 Gokongwei Jesus 2014 Meeting Lily Ngo-Chua NED N/A Erlinda L. De 1990 June 26, Annual 24 Jesus 2014 Meeting Patrick Henry NED N/A Erlinda L. De 2000 June 26, Annual 14 C. Go Jesus 2014 Meeting Robina Y. NED N/A Erlinda L. De April 15, June 26, Annual 5 Gokongwei-Pe Jesus 2009 2014 Meeting Johnson Robert NED N/A Erlinda L. De August June 26, Annual 9 G. Go, Jr. Jesus 18, 2005 2014 Meeting Gabriel C. NED N/A Erlinda L. De 1999 June 26, Annual 15 Singson Jesus 2014 Meeting Ricardo J. NED N/A Erlinda L. De July 26, June 26, Annual 14 Romulo Jesus 2000 2014 Meeting Cornelio T. ID N/A Erlinda L. De July 26, June 26, Annual 14 Peralta Jesus 2000 2014 Meeting Jose T. Pardo ID N/A Erlinda L. De August 6, June 26, Annual 11 Jesus 2003 2014 Meeting Provide a brief summary of the corporate governance policy that the board of directors has adopted. Please emphasize the policy/ies relative to the treatment of all shareholders, respect for the rights of minority shareholders and of other stakeholders, disclosure duties, and board responsibilities. The Board has adopted the Revised Corporate Governance Manual in 2010 for the Company. The Manual elaborates on the governance roles and responsibilities of the Board and its Directors. The Board ensures that all material information about the Company is disclosed to the public on a timely manner. The Board likewise is 1 Reckoned from the election immediately following January 2, 2012. JG Summit Holdings, Inc. Annual Corporate Governance Report Page 4 As of December 31, 2014 strongly committed to respect and promote the rights of stockholders in accordance with the Revised Corporate Governance Manual, the Company’s Articles of Incorporation, and By-Laws. How often does the Board review and approve the vision and mission? The Board reviews and approves the vision and mission of the Company when the need arises. (b) Directorship in Other Companies (i) Directorship in the Company’s Group2 Identify, as and if applicable, the members of the company’s Board of Directors who hold the office of director in other companies within its Group: Type of Directorship Corporate Name of the (Executive, Non-Executive, Director’s Name Group Company Independent). Indicate if director is also the Chairman. John L. Gokongwei, Jr. Universal Robina Corporation Executive Robinsons Land Corporation Executive JG Summit Olefins Corporation Non-Executive JG Summit Petrochemical Executive Corporation Cebu Air, Inc. Non-Executive JG Summit Capital Markets Executive Corporation CFC Corporation Executive Bio-Resource Power Executive Generation Corporation James L. Go Universal Robina Corporation Executive, Chairman Robinsons Land Corporation Executive, Chairman JG Summit Petrochemical Executive, Chairman Corporation Cebu Air, Inc. Non-Executive JG Summit Olefins Corporation Executive, Chairman CFC Corporation Executive Bio-Resource Power Executive Generation Corporation JG Summit Capital Markets Executive Corporation Lance Y. Gokongwei Universal Robina Corporation Executive Robinsons Land Corporation Executive JG Summit Petrochemical Executive Corporation Cebu Air, Inc. Executive JG Summit Capital Markets Executive Corporation JG Summit Olefins Corporation Executive Robinsons Bank Corporation Executive, Chairman 2 The Group is composed of the parent, subsidiaries, associates and joint ventures of the company. JG Summit Holdings, Inc. Annual Corporate Governance Report Page 5 As of December 31, 2014 CFC Corporation Executive Bio-Resource Power Generation Executive Express Holdings, Inc. Executive, Chairman Lily Ngo-Chua Robinsons Bank Corporation Non-Executive Patrick Henry C. Go Universal Robina Corporation Executive Robinsons Land Corporation Non-Executive JG Summit Petrochemical Executive Corporation CFC Corporation Non-Executive Robinsons Bank Corporation Non-Executive JG Summit Olefins Corporation Executive Robina Y. Gokongwei-Pe Robinsons Land Corporation Non-Executive Cebu Air, Inc. Non-Executive Robinsons Bank Corporation Non-Executive JG Summit Capital Markets Non-Executive Corporation Johnson Robert G. Go, Jr. Universal Robina Corporation Non-Executive Robinsons Land Corporation Non-Executive Gabriel C. Singson None Not applicable Ricardo J. Romulo Cebu Air, Inc. Executive, Chairman Cornelio T. Peralta None N/A Jose T. Pardo None N/A (ii) Directorship in Other Listed Companies Identify, as and if applicable, the members of the company’s Board of Directors who are also directors of publicly-listed companies outside of its Group: Type of Directorship (Executive, Non-Executive, Director’s Name Name of Listed Company Independent). Indicate if director is also the Chairman. John L. Gokongwei, Jr. A. Soriano Corporation Non-Executive Oriental Petroleum and Mineral Non-Executive Corporation Robinsons Retail Holdings, Inc. Executive James L. Go Oriental Petroleum and Executive, Chairman Minerals Corporation Philippine Long Distance and Non-Executive Telephone Company Manila Electric Company Non-Executive Robinsons Retail Holdings, Inc. Executive Lance Y. Gokongwei Oriental Petroleum and Non-Executive Minerals Corporation Manila Electric Company Non-Executive Robinsons Retail Holdings, Inc. Executive Robina Gokongwei-Pe Robinsons Retail Holdings, Inc. Executive Ricardo J. Romulo SM Development Corporation Non-Executive Cornelio T. Peralta Philippine Stock Exchange, Inc. Non-Executive Jose T. Pardo Philippine Stock Exchange, Inc. Executive, Chairman Philippine Savings Bank Executive, Chairman JG Summit Holdings, Inc. Annual Corporate Governance Report Page 6 As of December 31, 2014 (iii) Relationship within the Company and its Group Provide details, as and if applicable, of any relation among the members of the Board of Directors, which links them to significant shareholders in the company and/or in its group: Name of the Director’s Name Description of the Relationship Significant Shareholder James L. Go John Gokongwei, Jr. James L. Go is the brother of John L. Gokongwei, Jr. Lance Y. Gokongwei John Gokongwei, Jr. Lance Y. Gokongwei is the son of John L. Gokongwei, Jr. Lily Ngo-Chua John Gokongwei, Jr. Lily Ngo-Chua is the sister of John L. Gokongwei, Jr. John Gokongwei, Jr. Robina Gokongwei-Pe is the daughter of John L. Gokongwei, Jr. Johnson Robert G. Go, Jr. John Gokongwei, Jr. Johnson Robert G. Go, Jr. is the nephew of John L. Gokongwei, Jr. Patrick Henry C. Go John Gokongwei Jr.
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