Corporate Governance Framework

The BOD follows the best practices in corporate governance as laid down in the Revised Manual on Corporate Governance of Pilipinas Shell, in compliance with the local Code of Corporate Governance for Publicly Listed Companies, and in line with the G20/OECD Principles of Corporate Governance, as well as the ASEAN Corporate Governance Scorecard.

Notably, the Chairman of the Board is a Non-Executive Director, whereas the CEO position is occupied by a career officer with more than 30 years of experience in the Shell Group.

The BOD is composed of a majority of Independent and Non-Executive Directors. To assure independence of decision- making, the Independent Directors are expected to serve a maximum cumulative term of nine years, and thereafter will be barred from re-election as an Independent.

Diversity of thought is assured by differences in background, age, gender, ethnicity, and work experience.

The members of the Board are grouped into several committees with specific functions to aid in governance: Corporate Governance, Board Audit and Risk Oversight, Related Party Transactions (RPT), Nomination, and Corporate Social Responsibility (CSR).

The roles and composition of each committee may be found on the company website. Majority of the members of the Board committees are Independent Directors and Non- Executive Directors. Notably, the committees on Corporate Governance, Board Audit and Risk Oversight, and RPT are all chaired by Independent Directors. These committees strengthen internal controls and assure compliance with policies on governance, accounting and finance reporting, and RPT, respectively.

We comply with the reporting requirements under the Securities Regulations Code and its implementing rules and regulations; Philippine Stock Exchange (PSE) Listing and Disclosure Rules; and our own Revised Corporate Disclosure Guide. The BOD ensures full disclosure of material information about the Company, with an increasing focus on non-financial and sustainability reporting. Notably, the CSR committee, which performs oversight over Health, Safety, Security, Environment, and Social Performance (HSSE&SP) functions, also reviewed the content of this report prior to publication.

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