Corporate Governance

The Board of Directors, management, employees, and shareholders of PetroEnergy Resources Corporation (PERC) believe that good corporate governance is a necessary component of sound strategic business management and, therefore, commit to the establishment and implementation of corporate governance rules in accordance with the Revised Code of Corporate Governance issued by the Securities and Exchange Commission (SEC) through SEC Memorandum Circular No. 6, Series of 2009. These rules are embodied in PERC's Manual on Corporate Governance. Efforts necessary to create awareness within the organization shall also be undertaken.


Board of Directors

Helen Y. Dee

Chairman of the Board


Mrs. Helen Yuchengco Dee serves as the Chief Executive Officer and President at Hydee Management & Resources Inc., Promotions Personalized Inc., Tameena Resources Inc. and International Holding Management Inc.

Mrs. Dee served as an Interim Chief Executive Officer and President of Rizal Commercial Banking Corporation since March 23, 2016. She serves as the President of Moira Management Inc., HI-Daiei Trading Co. Inc., and YGC Corporate Services Inc. She serves as the President of Grepalife Fixed Income Fund Corp., Grepalife Asset Management Corp. and Equitas Insurance Brokers Inc.

Milagros V. Reyes

Director and President


Ms. Milagros V. Reyes serves as the Chief Executive Officer and Chief Operating Officer of Petroenergy Resources Corp. and has been its President since 1998.

Ms. Reyes has been the President at Seafront Resources Corporation since 1999 and serves as its Chief Executive Officer. She serves as a Vice President of Operations of Mapua Institute of Technology. She served as the President of iPeople, lnc. She previously served as Senior Vice President of Basic Petroleum and Minerals Corporation. She has been a Director of Petroenergy Resources Corp., since 1998 and iPeople Inc. since 2004. She has been a Director at Seafront Resources Corp., since 1998. She served as a Director of PNOC-Exploration Corp. since June 10, 2003.

Yvonne S. Yuchengco

Director and Treasurer


Ms. Yvonne S. Yuchengco has been a Treasurer of PetroEnergy Resources Corp. since September 26, 2007 and also serves as a Treasurer at Pan Malayan Management, Investments Corp., Honda Cars Kalookan Inc., Filipinas Magazine, Honda Cars Quezon City and Honda Cars Kaloocan City.

Ms. Yuchengco serves as the President at First Nationwide Assurance Corp., Malayan Insurance Co. Inc. and MICO Equities Inc. Ms. Yuchengco serves as the President at RCBC LAND, INC.

Raul M. Leopando

Director


Mr. Raul M. Leopando serves as a Treasurer of Investment House Association of the Philippines (IHAP) and served as its President since 1990.

Mr. Leopando served as the Chief Executive Officer and President of RCBC Capital Corp., a subsidiary of Rizal Commercial Banking Corp. He serves as the Chairman of the Board of RCBC Securities Inc.

Cesar A. Buenaventura

Independent Director


Cesar A. Buenaventura, O.B.E., is the Managing Partner of Buenaventura, Echauz and Partners (BEP) Financial Services, a financial advisory firm.

He graduated from the University of the Philippines with a Bachelor of Science degree in Civil Engineering. He received his Master's degree in Civil Engineering majoring in Structures from Lehigh University, Bethlehem, Pennsylvania in 1954, as a Fulbright scholar.

Eliseo B. Santiago

Independent Director


Eliseo B. Santiago serves as the Chairman of Clark Development Corporation. Eliseo B. Santiago has been an Independent Director at PetroEnergy Resources Corp. since 2013.

He serves as an Independent Director of Supply Oilfield Services, Inc.

Basil L. Ong

Independent Director


Mr. Basil L. Ong serves as the Managing Director of All City Management Corporation and Chairman Ipeople, Inc.

Mr. Ong serves as a Director of W. S. Pacific Publicatons, Inc., Fibercity, Inc. (TBX Broadband), Transnational Diversified Group, Inc., Pizzavestt Transnational Corporation, Transnational Food Services Corporation, Adventure Travel and Tours, Inc., Infotainment Network Corporation and Planet Sports. He has been an Independent Director at Petroenergy Resources Corp. since 2011. Mr. Ong is also serving as a Management Consultant of Jardine Davies Inc., and as President of Asia and the Pacific Education and Culture for Youth Foundation, University of Asia and the Pacific.

  Management Officers
  BOARD COMMITTEES
  Corporate Governance Reports and Manual
CODE OF BUSINESS CONDUCT

PetroEnergy Resources Corporation believes in doing business in accordance with good corporate governance practices, anchored on integrity, honesty, fairness, excellence, teamwork, safety, and accountability. The Company is committed to operating and growing its business based on these values and core principles that clearly assert its ethical standards and accountability for all its businesses.

Our Core Principles
In everything that we do, we will abide by these core principles:

  • To comply with the law wherever we operate, and to be sensitive to cultural practices and social norms.
  • To conduct all our business within a clear ethical framework.
  • To maintain safe and healthy workplaces, operate safe systems and work methods, and contribute to public safety.
  • To help improve the physical and social environments where we operate.
  • To empathize with our stakeholders and respond to their needs accordingly.

ENTERPRISE RISK MANAGEMENT

PERC recognizes that risk management is an integral part of sound management practice and good corporate governance as it guides decision-making, improves results, and strengthens accountability. PERC acknowledges that risk is dynamic and is inherent in all external and internal operations, and engages itself to managing all risks effectively.

To accomplish this, the Company established a sound risk management practice, which provides a systematic and structured framework within which material risks may be identified and addressed in a way that:

  1. Gives reasonable assurance that the use of the valuable organizational resources is being effectively prioritized, and
  2. Results to practical, effective, and accountable actions and decisions, reasonable in relation to the conditions within which the Company operates.

OVERVIEW OF COMPANY POLICIES

Compliance with the law is the minimum essential condition to the conduct of our business. All transactions and personal behaviors must conform to all applicable laws, rules, and regulations including prohibitions on insider trading.

Under no circumstances shall full compliance with all legal requirements be compromised. Business demands or market pressures shall not be used as reasons for circumventing the law or for outright violation of rules and regulations.

No officer or employee of the company shall accept or give any form of bribe, facilitation payment, kickback, or any other type of improper payment to any party for any reason.

Fair Trade and Competition
PetroEnergy shall not participate in, or be associated with, any agreements or transactions with competitors that illegally limit or restrict competition, misrepresent competitors or their products, or improperly obtain confidential information and/or trade secrets of competitors.

Confidentiality
Employees, officers, and directors must maintain the confidentiality of confidential information entrusted to them by the Company or other companies, including suppliers and customers, except when disclosure is authorized by contract or legally mandated. Confidential information refers to any non-public information, which, if disclosed to its customers, business associates, any other parties with whom the Company relates, or the general public, may erode the company’s competitive advantage. Unauthorized disclosure of any confidential information is prohibited.

Protection of Company Assets
Intellectual property such as trademarks, patents, copyrights, brand names, software, trade secrets, and any other proprietary materials are valuable company assets and shall be protected at all times. All Company resources including company time, supplies, software and hardware shall be used judiciously and only for legitimate business purposes.

Conflict of Interest
Directors, officers, and employees must avoid any actual or apparent conflict of interest between private interests, including private interest of family members and close personal associates and friends, and the interests of the Company unless prior approval has been obtained from the appropriate approving authorities as prescribed by Company policies. Any actual or apparent conflict of interest and any material transaction that could reasonably be expected to give rise to a conflict of interest must be immediately disclosed to the Head of Corporate and Legal Affairs.

Public Disclosure
The Company shall provide timely, accurate, consistent, complete, and fair disclosure of material information to enable investors to make informed and orderly market decisions. Material information refers to anything that could potentially affect the Company’s share price including earning results, acquisition and disposal of assets, changes in the composition of the Board, related party transactions, shareholdings of directors, and changes to ownership. Other information that shall always be disclosed includes remuneration (including stock options), corporate strategy, and off-balance sheet transactions.

Risk Management
The Company’s Management shall be responsible for assessing and managing the various risks facing the Company while the Board must ensure that a system is in place; that the key risks are identified and transparent; that the system is robust, independent and fully aligned with the overall strategy; and that the Company develops and supports a true risk management culture.

Health, Safety, and Welfare of Employees
PERC is committed to the implementation of the highest EHS standards in wind farm operations by using best practices available worldwide. With environmental protection as its core principle, PERC complies with global environmental standards as well as sustainable management, and will do its utmost to ensure the safety and health of all its employees and the community. Exemplifying EHS as our core management value, PERC is committed to providing renewable energy that will improve the quality of life of people in Panay Island.

By employing an environmentally friendly technology, PERC continually commits to assess and evaluate the risks generated by our activities, defining and communicating the appropriate preventive measures, followed by monitoring its proper implementation. In achieving these, we hereby adopt the following principles:

  • Accountability

    PERC is accountable for systematically managing EHS risks, opportunities, and impacts as an integral part of our business. All its employees, including subcontractors, will be involved in maintaining a safe and healthy workplace at all levels, and they will be held accountable for understanding and incorporating EHS responsibilities into daily work activities.
  • Stewardship

    PERC will seek environmental proficiency enhancements by utilizing natural resources efficiently and reducing waste, discharges and emissions opportunities. The Company endeavors to improve its operations with focus on preventing environmental and safety incidents. As such, PERC will actively take part in the environmental protection efforts of local communities, fulfill social responsibilities, and engage in open communication with interested parties based on integrity and transparency. We are also committed to continuously investigating to better understand the nature of environmental effects, and we are responsible to share such information with the community and the stakeholders.