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CIC Manual of Corporate Governance

Approved, 6 March 2019, CIC Board Resolution No. 6, Series of 2019 of 36

Table of Contents ARTICLE 1 ▫ Objective ARTICLE 2 ▫ Policy Statement

a) Fit and Proper Rule b) Fiduciaries of the State c) High standards of Ethics in Public service d) Respect for and Obedience to Constitution and the

Law e) No Gift Policy f) On Extraordinary Diligence g) On Professionalism h) On Loyalty i) On Confidentiality j) On Multiple Board Seats k) On Transparency l) Fairness and Sincerity m) Responsiveness to the Public

ARTICLE 3 ▫ Definition of Terms ARTICLE 4 ▫ Rules of Interpretation ARTICLE 5 ▫ CIC Governing Board a) Composition of the CIC Board b) Term of Office of Appointive Director c) Appointment of Appointive Director d) Board Officers

▫ Chairman ▫ Vice Chairman ▫ Corporate Secretary ▫ Compliance Officer

ARTICLE 6 ▫ Qualifications / Disqualifications of Directors a) Qualifications

▫ Minimum b) Disqualification

▫ Permanent ▫ Temporary

ARTICLE 7 ▫ Mandate and Responsibilities of the CIC Board a) General b) Specific

ARTICLE 8 ▫ Board Committees ▫ Executive Committee ▫ Board Audit Committee ▫ Governance Committee ▫ Nomination and Remuneration Committee ▫ Risk Management Committee

ARTICLE 9 ▫ The Management a) Role b) Accountability c) Appointment / Removal d) Composition

▫ President ▫ Corporate Treasurer / Chief Finance Officer /

SVP for Finance and Administration Group ▫ SVP for Business Development and

Communication Group ▫ SVP for Credit Information management

Service Group

ARTICLE 10 ▫ Board Meeting a) Regular/Special b) Personal Participation/Rule on Proxy c) Quorum d) Adequate and Timely information e) Teleconferencing



ARTICLE 11 ▫ Obligation of CIC to Directors and Officers a) Support Staff b) Directors’ and Officers’ Liability Insurance (DOLI)

ARTICLE 12 ▫ Per Diem ARTICLE 13 ▫ Annual Performance of the Board ARTICLE 14 ▫ CSR and Relations with Stakeholders

a) CSR Principle b) Duty to be Responsive to Stakeholders c) Formal Recognition of the Stakeholders

▫ National Government and Regulatory Agencies

▫ Employees ▫ Customers ▫ Suppliers ▫ Health and Safety

ARTICLE 15 ▫ Disclosure and Transparency Requirement ARTICLE 16 ▫ Highest Standards Principle ARTICLE 17 ▫ Miscellaneous Provision



CIC MANUAL OF CORPORATE GOVERNANCE The Credit Information Corporation (CIC) Board of Directors, Board Committees, Management, Employees and stakeholders commit to the principle of sound corporate governance as significant framework in performing its duties in a transparent, responsible and accountable manner with utmost degree of professionalism and effectiveness. The entire organization declares its continuing commitment to the Code of Ethical Conduct, its vision, mission statement and core values which should not, in any way, be compromised. VISION AND MISSION Vision By 2025, CIC will be a profitable organization providing internationally accepted credit data, while protecting consumer rights Mission To efficiently and effectively collect and provide accurate credit data through a reliable and comprehensive centralized credit information system, using state-of-the-art technology and facilities thereby contributing to improved access to credit. Core Values In our commitment to public service we value:

• Accountability • Excellence • Dedication

ARTICLE 1. OBJECTIVE The Republic Act No. 9510, otherwise known as the Credit Information Systems Act (CISA) of 2008 mandates the creation of Credit Information Corporation governed by CIC Board of Directors composed of fifteen (15) members representing the Government, qualified private investors and independent sector. The CIC shall provide a comprehensive, centralized and reliable credit information system with the end view of improving the overall availability of credit especially to micro, small and medium-scale enterprises; providing credit information at the least cost to eligible participants; ensuring the protection of consumer rights and the existence of fair competition in the industry at all time; and reducing overall credit risk contributing to a healthier and more stable financial system.



ARTICLE 2. POLICY STATEMENT The CIC Board, having been vested directly by law with the legal capacity and authority to exercise all corporate powers, conduct all the business, and to hold all the properties of the CIC, is primarily responsible for the governance of the Corporation. Corollary to setting the policies for the accomplishment of the corporate objectives, it shall provide an independent check on Management. The CIC Board is the primarily accountable to the State for the operation and performance of the Corporation.

a) Fit and Proper All members of the Board, the CEO and other Officers of the CIC shall be qualified by the Fit and Proper Rule adopted by the GCG in consultation and coordination with the relevant government agencies to which the CIC is attached, and approved by the President and shall include by reference the qualifications expressly provided for in the CIC Charter or applicable rules and regulation. ln determining whether an individual is fit and proper to hold the position of an Appointive Director, CEO or Officer of the CIC, due regard shall be given to one's integrity, experience, education, training and competence.

b) Fiduciaries of the State Directors and Officers are fiduciaries of the State in that: (a) they have the legal obligation and duty to always act in the best interest of the CIC, with utmost good faith in all dealings with the properties, interests and monies of the CIC; and (b) they are constituted as trustees in relation to the properties, interests and monies of the CIC.

c) High Standards of Ethics in Public Service

Directors and Officers are also Public Officials as defined by, and are therefore covered by the provisions of the "Code of Conduct and Ethical Standards for Public Officials and Employees," with its declared policies: (a) to promote a high standard of ethics in public service; and (b) Public Officials and employees shall at all times be accountable to the people and shall discharge their duties with utmost responsibility, integrity, competence, and loyalty, act with patriotism and justice, lead modest lives, and uphold public interest over personal interest.

d) Respect for and Obedience to the Constitution and the Law. As Public Officials, CIC Directors and Officers shall respect and obey the Constitution, and shall comply, and cause the CIC to faithfully and timely comply, with all legal provisions, rules and regulations, and corporate governance standards, applicable to them and to the CIC in which they serve, and to act within the bounds of CIC Charter or applicable rules and regulation.

e) No Gift Policy.



CIC Directors or Officers shall not solicit, nor accept, directly or indirectly, any gift, gratuity, favor, entertainment, loan or anything of monetary value ("Gift") from any person where such Gift: (i) Would be illegal or in violation of law;

(ii) ls part of an attempt or agreement to do anything in return; (iii) Has a value beyond what is normal and customary in the CIC business; (iv) ls being made to influence the member of CIC Board’s, or Officer’s, actions as

such; or (v) Could create the appearance of a conflict of interest.

The CIC shall formally adopt a "No Gift Policy” within the CIC and ensure its full advertisement to the community and its strict implementation by particular set of rules.

f) On Extraordinary Diligence. The fiduciary duty of diligence of CIC Directors and Officers to always act in the best interest of the CIC, with utmost good faith in all its dealings with the property and monies of the CIC, includes the obligation to: (i) Exercise extraordinary diligence, skill and utmost good faith in the conduct of

the business and in dealing with the properties of the CIC, using the utmost diligence of a very cautious person with due regard to all the circumstances;

(ii) Apply sound business principles to ensure the financial soundness of the CIC; and

(iii) Elect and/or employ only Officers who are fit and proper to hold such office with due regard to the qualifications, competence, experience and integrity.

g) On Professionalism

Every Director or Officer, by the act of accepting such position in the CIC, affirms and agrees: (i) to have a working knowledge of the statutory and regulatory requirements

affecting the, including the contents of its Charter, its implementing rules and regulations, the requirements of the GCG, and where applicable, the requirements of other Supervising Agencies; and

(ii) to always keep himself informed of industry developments and business trends in order to safeguard the CIC’s interests and preserve its competitiveness.

(iii) Perform and discharge duties with the highest degree of excellence, professionalism, intelligence and skill.

h) On Loyalty. The fiduciary duty of loyalty of CIC Directors and Officers to always act in the best interest of the CIC, with utmost good faith in all its dealings with the property and monies of the CIC, includes the obligation to: (i) Act with utmost and undivided loyalty to the CIC;



(ii) Avoid conflicts of interest and declare any interest they may have in any particular matter before the Board; and

Ø Directors and Officers shall at all times avoid any actual or potential conflict

of interest with the CIC. Each shall also avoid any conduct, or situation, which could reasonably be construed as creating an appearance of a conflict of interest. Any question about a Director's or Officer's actual or potential conflict of interest with the CIC shall be brought promptly to the attention of the Chairman of the Board, who will review the question and determine an appropriate course of action.

(iii) Avoid (1) taking for themselves opportunities related to the CIC’s business; (2)

using the CIC’s property, information or position for personal gain; or (3) competing with the CIC’s business opportunities. Ø Trustee Relation to CIC Properties, lnterests and Monies.

Except for the per diem received for actual attendance in board meetings and the reimbursement for actual and reasonable expenses and incentives as authorized by the GCG, any and all realized and unrealized profits and/or benefits including, but not limited to, the share in the profits, incentives of CIC Directors or Officers in excess of that authorized by the GCG, stock options, dividends and other similar offers or grants from corporations where the CIC is a stockholder or investor, and any benefit from the performance of Directors or Officers acting tor and in behalf of the CIC in dealing with its properties, investments in other corporations, management of Subsidiaries and other interest, are to be held in trust by such CIC Director or Officer for the exclusive benefit of the CIC.

Ø Taking of Corporate Opportunities.

Where a Director or an Officer, by reason of his being a member of the Board or an Officer of CIC, acquires or receives for himself a benefit or profit of whatever kind or nature, including but not limited to, the acquisition of shares in corporations where such CIC has an interest, the use the properties of the CIC for his own benefit, the receipt of commission(s) on contract(s) with the CIC or its assets, or the taking advantage of corporate opportunities of the CIC, all such profits or benefits shall be subject to restitution pursuant to Section 24 of the RA 10149, without prejudice to any administrative, civil or criminal action against members of the such Director or Officer. The remedy of restitution shall apply notwithstanding the fact that such CIC Director or Officer risked his own funds in the venture.

Ø Restitution. Pursuant to Section 24 of RA 10149, upon the determination and report of the Commission on Audit (COA) pursuant to a Notice of Disallowance which has become final and executory, that properties or monies belonging



to the CIC are in the possession of a CIC Director or Officer without authority, or that profits are earned by the CIC Director or Officer in violation of his fiduciary duty, or the aggregate per diems, allowances and incentives received in a particular year are in excess of the limits provided under RA 10149, the CIC Director or Officer receiving such properties or monies shall immediately return the same to the CIC. Failure by the CIC Director or Officer to make the restitution within thirty (30) days after a written demand has been served shall, after trial and final judgment, subject such CIC Director or Officer to the punishment of imprisonment for one (1) year and a fine equivalent to twice the amount to be restituted and, in the discretion of the court of competent jurisdiction, disqualification to hold public office.

i) On Confidentiality

Pursuant to their duties of diligence and loyalty, a member of the CIC Board or an Officer shall not use or divulge confidential or classified information officially made known to them by reason of their office and not made available to the public, either: (1) to further their private interests, or give undue advantage to anyone; or (2) which may prejudice the public interest. The CIC Board, Officers and employees support the State and adhere to protect the fundamental human right of privacy, of communication while ensuring free flow of information to promote innovation and growth. The entire organization is obliged to ensure that personal information and its communications systems are secured and protected.

j) On Multiple Board Seats

A director of CIC shall exercise due discretion in accepting and holding directorships outside of CIC. No CIC Appointive Director, may hold more than two (2) other Board seats on other GOCCs, subsidiaries and affiliates.

k) On Transparency Ensure transparency in disclosures over the CICs operations, public disclosure, financial reporting of all business matters of the CIC at all times, and promote policies, such as CIC’s Whistleblower Protection Policy, that leads to a positive and ethical workplace for the officers and employees by proscribing retaliation against any employee who may raise issues pertaining to business conduct and ethics.

l) Fairness and Sincerity

Act with fairness and sincerity and shall not discriminate against anyone, especially the poor and the underprivileged. Respect at all times the rights of others and shall refrain from doing acts contrary to law, good morals, good customs, public policy, public order, public safety and public interest.

m) Responsiveness to the Public



Deliver prompt, courteous, and adequate service to the public. Unless otherwise provided by law or when required by the public interest, employees shall provide information about CIC policies and procedures in clear and understandable language, ensure openness of public information, conduct public consultations and hearings wherever appropriate, encourage suggestions, simplify and systematize policies, rules and procedures, avoid red tape, and develop an understanding and appreciation of the socio-economic conditions prevailing in the country.

ARTICLE 3. DEFINITION OF TERMS

a) “Board Committees” - are working groups created by the Board to perform particular functions as well as to assist the Board in the discharge of its duties. The phrase “Board Committee Members” may signify to include Committee Members and/or its Chairman;

b) "Board Officers" - refer to Corporate Officers of the CIC including the Chairman, Vice Chairman, Corporate Treasurer, Corporate Secretary, Compliance Officer, the President and CEO, and the Senior Vice Presidents1.

c) “Chief Executive Officer” or “CEO” or “CIC President” - refers to the highest ranking

corporate executive that heads the CIC Management2;

d) "CIC Board of Directors" or "Board” or “Director”- refers to the ex-officio, appointive and elected Directors of the CIC that exercise the corporate powers, conducts all business and controls or holds all properties of the Corporation3;

(i) "Ex Officio Board Member”' or “Ex Officio Director” - refers to any individual

who sits or acts as a member of the Board of Directors by virtue of one's title to another office, and without further warrant or appointment4. In CIC, the SEC Chairman sits as the Chairman of the Board as its Ex-Officio Director5;

(ii) “Appointive Directors” - refer to the seven (7) members of the CIC Board, including the President of the CIC, appointed by the President of the Philippines6;

(iii) “Elected Directors” - refer to the five (5) Members of the CIC Board elected from the nominees of qualified private sector investors7;

(iv) “Independent Directors” - refer to the remaining two (2) CIC Board representing the independent sector8;

1 RA No 10149, GOCC Governance Act of 2011, Section 3 (q).2 GCG MC No. 2012-07, Code of Corporate Governance, Section 1 (Definition of Terms) 3 Adopting RA No. 10149 Section 3 (b, c), RA 9510, Section 5 (f,g),4 RA 10149, Sec. 3 (i).5 IRR of CISA, Rule 5 Establishment of the Credit Information Corporation, 5.2, Composition of the Board of Directors.6 IRR of CISA, Rule 5 Establishment of the Credit Information Corporation, 5.2, Composition of the Board of Directors.7 IRR of CISA, Rule 5 Establishment of the Credit Information Corporation, 5.2, Composition of the Board of Directors. 8 IRR of CISA, Rule 5 Establishment of the Credit Information Corporation, 5.2, Composition of the Board of Directors.



e) “CISA” or “CIC Charter” - refers to Republic Act No. 9510 or the Credit Information Systems Act (CISA) of 2008 mandating the creation of Credit Information Corporation as a Government Owned and Controlled Corporation;

f) “Credit Information Corporation” or “CIC” or “Corporation” - refers to the Credit

Information Corporation established under Section 5 of RA 9510;

g) “Code of Corporate Governance for GOCCs” - refers to the GCG Memorandum Circular 2012-07;

h) "Confidential information" - refers to all non-public information entrusted to or obtained by a Member of the Board or Officer by reason of his position as such with the CIC. It includes, but is not limited to, all information collected by, submitted and disclosed to the CIC in the performance of its function as mandated and defined under the CISA; those pertaining to CIC’s financial condition, prospects or plans, its marketing and sales programs and research and development information, as well as information relating to mergers, acquisitions, divestitures, stock splits and similar transactions; those concerning possible transactions or ventures with other companies, or information about suppliers, joint venture partners, or any information that the CIC is under obligation to keep confidential; and those pertaining to internal discussions, deliberations and decisions, between and among Directors and Officer9;

i) “Corporate Governance” - the framework of rules, systems and processes in the corporation that governs the performance by the Board of Directors and Management of their respective duties and responsibilities to the stakeholders10;

j) "Executive Officer” - refers to the CEO or whoever is the highest ranking officer in the GOCC, and such other corporate officer of the GOCC as expressly provided for in its Charter (for a Chartered GOCC) or Bylaws (for a Non-chartered GOCC), such as the Vice-President, Chief Financial Officer, Chief Investment Officer, and General Manager. As distinguished from Board Officers, Executive Officers primarily form part of the Management of the GOCC11.

k) "Extraordinary Diligence" - refers to the measure of care and diligence that must be exercised by Directors and Officers in discharging their functions, in conducting the business and dealing with the properties and monies of GOCCS, which is deemed met when Directors and Officers act using the utmost diligence of a very cautious person taking into serious consideration all the prevailing circumstances and Material Facts, giving due regard to the legitimate interests of all affected Stakeholders12;

l) "Fit and Proper Rule” - refers to a set of standards for determining whether a member of

the Board of Directors or the CEO is qualified to hold a position in a GOCC which shall include, but not be limited to, standards on integrity, experience, education, training and competence, as such standards are set forth under GCG Memorandum Circular No. 2012-05 and applicable issuances by the Board of Directors13;

9 GCG MC No. 2012-07, Code of Corporate Governance, Section 1 (Definition of Terms) 10 RA No 10149, GOCC Governance Act of 2011, Section 3, Definition of Terms, (l).11 GCG MC No. 2012-07, Code of Corporate Governance, Section 1 (Definition of Terms). [Adopted from Sec 2(q). R.A No. 10149. See Gurrea v

Lezama, 103 Phil 553 (1958), Pamplona Plantation Co. v Acosta, 510 SCRA 249 (2006)].12 GCG MC No. 2012-07, Code of Corporate Governance, Section 1 (Definition of Terms). Derived from RA No. 10149, Secs. 19 and 21.13 GCG MC No. 2012-07, Code of Corporate Governance, Section 1 (Definition of Terms).



m) “GOCC Governance Act of 2011” - refers to RA No. 10149, An Act To Promote Financial

Viability And Fiscal Discipline In GOCCs And To Strengthen The Role Of The State In Its Governance And Management To Make Them More Responsive To The Needs of Public Interest And For Other Purpose;

n) "Government-Owned or Controlled Corporation” ("GOCC") - refers to any agency organized as a stock or non-stock corporation, vested with functions relating to public needs, whether governmental or proprietary in nature and owned by the Government of the Republic of the Philippines, directly or through its instrumentalities, either wholly or, where applicable, as in the case of stock corporations, to the extent of at least a majority of its outstanding capital stock. The term includes Government Instrumentalities with Corporate Powers (“GICP”), Government Corporate Entities ("GCE”) and Government Financial Institutions’("GFI”). The term also includes a Subsidiary of a GOCC14;

o) “Internal Audit Committee” - a department or unit of the Corporation that provides

independent and objective audit and advisory services designed to add value to and improve the corporation’s operations, and help it accomplish its objectives by providing a systematic and disciplined approach in the evaluation and improvement of the effectiveness of risk management, control and governance processes;

p) “Management” - the body given the authority to implement the policies determined by the Board in the conduct of the business of the Corporation15;

q) “"Material Information”" or "Material Fact” - refers to information which a reasonable

investor, stakeholder or Supervising Agency would consider important in determining whether: (1) to buy, sell, hold or otherwise transact with the securities issued by a GOCC; or (2) to the exercise with reasonable prudence voting rights related to securities held with such GOCC, or relating to corporate acts, contracts and transactions which would adversely affect the operations of the GOCC16;

r) “"Per Diem” - refers to the compensation granted to members of the Boards for actual attendance in meetings17;

s) “"Performance Evaluation System" or "PES" - refers to the process of appraising the accomplishments of GOCCS in a given fiscal year based on set performance criteria, targets and weights18;

t) “"Performance Scorecard” - refers to a governance and management tool forming part of the performance evaluation system which consists of a set of measures, targets and initiatives that facilitate the achievement of breakthrough results and performance through the effective and efficient monitoring and coordination of the strategic objectives of the GOCC19;

14 RA No. 10149, Section 3 (o).15 GCG MC No. 2012-07, Code of Corporate Governance, Section 1 (Definition of Terms). Adopted from Art. 1(d). SEC Revised Code of

Corporate Governance (SEC Memorandum Circular No. 06, s. 2009).16 GCG MC No. 2012-07, Code of Corporate Governance, Section 1 (Definition of Terms). Adopted from SRC Rule 3, Implementing Rules and

Regulations to the Securities Regulation Code. 17 GCG MC No. 2012-07, Code of Corporate Governance, Section 1 (Definition of Terms) citing RA 6713, Section 3 (s).18 GCG MC No. 2012-07, Code of Corporate Governance, Section 1 (Definition of Terms) citing RA 10149, Section 3 (t).19 GCG MC No. 2012-07, Code of Corporate Governance, Section 1 (Definition of Terms) citing RA 10149, Section 3 (u).



u) “"Public Official”" or "Public Officer”" - refer to ap and employees, whether permanent or temporary, whether in the career or non-career service, whether or not they receive compensation, regardless of amount20, who are in the National Government, and all other instrumentalities, agencies or branches of the Republic of the Philippines, including government-owned-or-controlled corporations, and their subsidiaries21;

v) “Securities and Exchange Commission” or “SEC” - is a national government regulatory agency charged with supervision over the corporate sector, the capital market participants, the securities and investment instruments market, and the investing public, created on October 26, 1936 by Commonwealth Act (CA) 83 also known as The Securities Act22;

w) “Stakeholder” - refers to any individual or entity for whose benefit the GOCC has been

constituted, or whose life, occupation, business or wellbeing is directly affected, whether favorably or adversely, by the regular transactions, operations, or pursuit of the business or social enterprise for which the GOCC has been instituted and which would include a stockholder, member, or other investor in the GOCC, management, employees, personnel, supply creditors, or the community in which the GOCC operates23;

(i) “Data Subjects” refers to existing borrower or loan applicant or any one who in

any way applies for or avails of a credit facility24; (ii) "Accessing Entity" refers to any submitting entity or any other entity authorized

by the Corporation to access basic credit data from the Corporation25; (iii) "Special Accessing Entity" refers to a duly accredited private corporation

engaged primarily in the business of providing credit reports, ratings and other similar credit information products and services26;

(iv) "Submitting Entity" refers to any entity that provides credit facilities such as, but not limited to, banks, quasi-banks, trust entities, investment houses, financing companies, cooperatives, nongovernmental, micro-financing organizations, credit card companies, insurance companies and government lending institutions27;

(v) "Government Lending Institutions" refers to existing and future government (GFIs), government-owned and controlled corporations (GOCCs) primarily engaged in lending activities28;

(vi) “Non-Accessing Entity" refers to an entity other than a Submitting Entity, Special Accessing Entity or Borrower that is authorized by the Corporation to access credit information from a Special Accessing Entity29;

x) “Strategy Map” - refers to an integrated set of strategic choices or objectives drawn by

the governing body, the successful execution of which results in the achievement of the GOCC's vision in relation to its mission or purpose for having been created30.

20 GCG MC No. 2012-07, Code of Corporate Governance, Section 1 (Definition of Terms) citing RA 6713, Section 3 (b).21 GCG MC No. 2012-07, Code of Corporate Governance, Section 1 (Definition of Terms) citing RA 10149, Section 3 (a).22 SEC Official Website (About Us-Mandate, Vision and Mission).23 GCG MC No. 2012-07, Code of Corporate Governance, Section 1 (Definition of Terms).24 IRR of CISA, Rule 3. Definition of Terms, (k).25 IRR of CISA, Rule 3. Definition of Terms, (a).26 IRR of CISA, Rule 3. Definition of Terms, (s).27 IRR of CISA, Rule 3. Definition of Terms, (t).28 IRR of CISA, Rule 3. Definition of Terms, (l).29 IRR of CISA, Rule 3. Definition of Terms, (n).30 GCG MC No. 2012-07, Code of Corporate Governance, Section 1 (Definition of Terms) citing RA 10149, Sec 3 (y).



ARTICLE 4. RULES OF INTERPRETATION

a) All references to the masculine gender in the salient provisions of this Code shall likewise cover the feminine gender.

b) All doubts or questions that may arise in the interpretation or application of this Manual shall be resolved in favor of promoting transparency, accountability and fairness.

ARTICLE 5. CIC GOVERNING BOARD CIC is managed under the oversight of the CIC Board:

a) Composition of the CIC Board31

The CIC Board is composed of fifteen (15) members, all of whom shall serve on a part-time basis save only in case where the director is holding an executive position which requires full-time service. The CIC Board is consists of:

(i) Chairman of the SEC serving as ex-officio Chairman; (ii) Seven (7) appointed by the President of the Philippines including the President of the

CIC who is likewise appointed by the President and who shall be an ex-officio member of the Board;

(iii) Five (5) selected from the nominees of the qualified private sector investors (iv) Two (2) independent Directors;

The first Board of Directors shall be designated by the President and thereafter, all directors shall be chosen from a list of nominees during the annual stockholders’ meeting which shall be held in accordance with the provisions of applicable rules.

b) The Term of Office of Appointive Directors

(i) Pursuant to Section 17 of the GOCC Governance Act of 2011, any provision in the

Charters of CIC to the contrary notwithstanding, the term of office of each Appointive Director shall be for one (1) year, unless sooner removed for cause: Provided, however, That each Appointive Director shall continue to hold office until the successor is appointed and qualified.

(ii) By virtue of the provisions of Section 17 of the aforementioned law, providing that "Any provision of law to the contrary notwithstanding, all incumbent CEOs and appointive members of the Board of GOCCs shall, upon approval of this Act, have a term of office until June 30, 2011, unless sooner replaced by the President and notwithstanding any provision in the Charter, Articles of Incorporation and/or By-laws to the contrary, the one (1) year Term of Office of all Appointive Directors in all

31 IRR of CISA, Rule 5 Establishment of the Credit Information Corporation, 5.2, Composition of the Board of Directors.



GOCCs covered by the Act shall begin on 01 July of the year of appointment and ending on 30 June of the following year.

(iii) An Appointive Director may be nominated by the GCG for reappointment by the President only if one obtains a performance score of above average or its equivalent or higher in the immediately preceding year of tenure as Appointive Director based on the performance criteria for Appointive Directors adopted for the CIC.

(iv) Appointment to any vacancy shall only be for the unexpired term of the predecessor. The appointment of a Director to fill such vacancy shall be in accordance with the manner provided for regular nomination, shortlisting and appointment of Appointive Directors.

c) Appointment of Appointive Directors

(i) All Appointive Directors shall be appointed by the President of the Philippines from

a shortlist prepared by the GCG. (ii) The selection and nomination, and shortlisting of prospective Appointive Directors

shall be pursued in accordance with the rules and criteria formulated by the GCG, which shall include the following statutorily-mandated conditions, thus: 1. The GCG shall cause the creation of the Search Committee to pursue the process

of selection, nomination and shortlisting of prospective appointees; 2. All nominees included in the list submitted by the GCG to the President shall

meet the Fit and Proper Rule, and such other qualifications which the GCG may determine taking into consideration the unique requirements of the CIC;

3. The GCG shall ensure that the shortlist shall exceed by at least fifty percent (50%) of the number of Directors to be appointed; and

4. In the event that the President does not see fit to appoint any of the nominees included in the shortlist, the President shall ask the GCG to submit additional nominees.

d) The Board Officers

(i) The Chairman of the Board

The Chairman shall preside at all meetings of the Board. The Chairman's responsibilities may include:

1. Calling meetings to enable the Board to perform its duties and responsibilities; 2. Approving meeting agenda in consultation with the CEO and the Corporate

Secretary; 3. Exercising control over quality, quantity and timeliness of the flow of

information between Management and the Board; and 4. Assisting in ensuring compliance with the CIC’s guidelines on corporate

governance.

The responsibilities set out above, may pertain only to the Chairman's role in respect to the Board proceedings, and shall not be taken as a comprehensive list of all the duties and responsibilities of a Chairman.



For legal purposes, the Chairman of the Governing Board shall be considered as the “Head of Agency” of the CIC.

(ii) Vice-Chairman

A Vice-Chairman may be designated by decision of the Board.

(iii) The Corporate Secretary

The Corporate Secretary need not be a member of the Governing Board. The Corporate Secretary must possess organizational, interpersonal and legal skills, and shall have the following functions:

1. Serve as an adviser to the Board Members on their responsibilities and

obligations; 2. Keep the minutes of meetings of the shareholders, the Board, the Executive

Committee, and all other committees in a book or books kept for that purpose, and furnish copies thereof to the Chairman, the CEO and other members of the Board as appropriate;

3. Keep in safe custody the seal of the GOCC and affix it to any instrument requiring the same;

4. For stock GOCCs, have charge of the stock certificate book and such other books and papers as the Board may direct;

5. Attend to the giving and serving of notices of Board and shareholder meetings, if applicable;

6. Be fully informed and be part of the scheduling process of other activities of the Board;

7. Receive instructions from the Chairman on the preparation of an annual schedule, the calling of Board meetings, the preparation of regular agenda for meetings, and notifying the Board of such agenda at every meeting;

8. Oversee the adequate flow of information to the Board prior to meetings; and 9. Ensure fulfillment of disclosure requirements to regulatory bodies. 10. Maintain qualitative and timely lines of communication and information between

the Board and Management;

The Corporate Secretary shall have such other responsibilities as the Board may impose upon him. The Board shall have separate and independent access to the Corporate Secretary.

(iv) The Compliance Officer

The CIC Board shall appoint a Compliance Officer who shall report directly to the Chairman. In the absence of such office or appointment, the Corporate Secretary, who is preferably a lawyer, shall act as Compliance Officer. The Compliance Officer shall perform the following duties: 1. Monitor compliance by the CIC of the requirements under the RA No. 10149, the

Code of Corporate Governance for GOCCs, the rules and regulations of the appropriate Government Agencies and, if any violations are found, report the matter to the Board and recommend the imposition of appropriate disciplinary



action on the responsible parties and the adoption of measures to prevent a repetition of the violation;

2. Appear before the GCG when summoned in relation to compliance with this Code or other compliance issues, and;

3. Issue a certification every 30 May of the year on the extent of the GOCC's compliance with the government corporate standards governing GOCCs for the period beginning 01 July of the immediately preceding calendar year and, if there are any deviations, explain the reason for such deviation.

The appointment of a Compliance Officer shall not relieve the Governing Board of its primary responsibility vis-a-vis the State, acting through the GCG, to ensure that the GOCC has complied with all its reportorial, monitoring and compliance obligations.

ARTICLE 6. QUALIFICATIONS AND DISQUALIFICATIONS OF DIRECTORS

a) Qualifications

All members of the Board, the CEO and Officers of the CIC shall be qualified by the Fit and Proper Rule adopted by the GCG in consultation and coordination with the relevant government agencies to which CIC is attached, and approved by the President, and shall include by reference the qualifications expressly provided for in the Charters of CIC .

To maintain the quality of management of CIC, the GCG, in coordination with the Supervising Agencies shall, subject to the approval of the President, prescribe, pass upon and review the qualifications and disqualifications of individuals appointed as Directors, CEO and other Executive Officers and shall disqualify those found unfit. In determining whether an individual is fit and proper to hold the position of an Appointive Director, CEO or Officer of CIC, due regard shall be given to one's integrity, experience, education, training and competence.

Minimum Qualifications of Directors. Without prejudice to the qualifications set out in the Charter (and/or its IRR) of CIC or other pertinent rules and regulation issued by the SEC or GCG or other government or regulatory agencies such as the Civil Service Commission, when applicable, every CIC Director must:

(i) Be a Filipino citizen; (ii) Be at least thirty (30) years of age at the time of his nomination;

(iii) Be of good moral character, of unquestionable integrity, of known probity, and have attained competence in the fields of law, finance, economics, computer science or information technology; and

(iv) For representatives of the private sector, he must have at least one (1) share of stock in his name at the time of nomination. For representatives of the government, he must have at least one (1) share of stock at the time of appointment and shall have the registration in his own name at the time of nomination/appointment.



Any director must continuously own at least a share of stock during his term,, otherwise, he shall automatically cease to be a director.

b) Disqualifications

The following are disqualified from becoming directors/officers of the CIC:

(i) Permanent Disqualification

1. Persons who have been convicted by final judgment of a court for offenses involving moral turpitude such as, but not limited to, estafa, embezzlement, extortion, forgery, malversation, swindling, theft, robbery, falsification, bribery, violation of B.P. Blg. 22, violation of R.A. 3019, otherwise known as the Anti-Graft and Corrupt Practices Act and prohibited acts and transactions under section 7 of R.A. 6713 (Code of Conduct and Ethical Standards for Public Officials and Employees);

2. Person who have been convicted by final judgment of a court sentencing them to serve a maximum term of imprisonment of more than six (6) years;

3. Person who have been convicted by final judgment of the court for violation of banking, insurance and securities laws, rules and regulations;

4. Persons who have been judicially declared insolvent, spendthrift or incapacitated to contract; and

5. Directors and officers of banks, investment houses with quasi-banking license, insurance, financing and credit card companies, trust entities, non-governmental organizations engaged in the micro financing business, government lending institutions found by the appropriate government agency as administratively liable for violation of laws, rules and regulations where a penalty of removal from office is imposed, and which finding has become final and executory.

(ii) Temporary Disqualification

1. Persons who refuse to fully disclose the extent of their business interest or any

material information to the appropriate supervising and examining department when required pursuant to a provision of law or of a circular, memorandum, rule or regulation. This disqualification shall be in effect as long as the refusal exits.

2. Directors who have been absent or who have not participated for whatever reasons in more than fifty percent (50%) of all meetings, both regular and special of the board of directors during their incumbency. This disqualification applies only for purposes of the immediately succeeding election;

3. Person who have been convicted by a court for offenses involving moral turpitude such as, but not limited to estafa, embezzlement, extortion, forgery, malversation, swindling, theft, robbery, falsification, bribery, violation of B.P. Blg. 22, violation of Anti-Graft and Corrupt Practices Act and prohibited acts and transactions under section 7 of R.A. 6713 (Code of Conduct and Ethical Standards for Public Officials and Employees), violation of banking laws, rules and regulations or those sentenced to serve a maximum term of imprisonment of more than six years but whose conviction has not yet become final and executory;

4. Directors and officers of closed banks, investment houses with quasi- banking license, insurance, financing and credit card companies, trust entities, non-governmental organizations engaged in the micro financing business and



government lending institutions pending their clearance by the appropriate government regulatory agency;

5. Directors disqualified for failure to observe/discharge their duties and responsibilities prescribed under existing regulations. This disqualification applies until the lapse of the specific period of disqualification or upon approval by the appropriate government regulatory agency;

6. Person dismissed/terminated from employment for cause. This disqualification shall be in effect until they have cleared themselves of involvement in the alleged irregularity or upon clearance, on their request, from the appropriate government regulatory agency after showing good and justifiable reasons;

7. Person with derogatory records as certified by, or on the official files of, the judiciary, National Bureau of Investigation, Philippine National Police, quasi-judicial bodies, other government agencies, International Police, monetary authorities and similar agencies or authorities of foreign countries for irregularities or violations of any law, rules and regulations that would adversely affect the integrity of the director/officer of the ability to effectively discharge his duties. This disqualification applies until they have cleared themselves of the alleged irregularities/violations of after a lapse of five (5) years form the time the complaint, which was the basis of the derogatory record, was initiated;

8. Directors and officers of banks, investment houses with quasi-banking license, insurance, financing and credit card companies, trust entities, non-governmental organizations engaged in the micro financing business, government lending institutions found by the appropriate government agency as administratively liable for violation of laws, rules and regulations where a penalty of suspension from office or fine is imposed, regardless whether the finding of the government agency is final and executory or pending appeal before the appellate court, unless execution or enforcement thereof is restrained by the court. The disqualification shall be in effect during the period of suspension or so long as the fine is not fully paid; and

9. Those under preventive suspension. No person shall be nominated by the national government if he has been connected directly with a banking or financial institution as a director or officer, or has substantial interest therein within three (3) years prior to his appointment.

ARTICLE 7. MANDATE AND RESPONSIBILITIES OF THE CIC BOARD

a) General Responsibility Although the day-to-day management of the affairs of the CIC may be with Management, the CIC Board is, however, responsible for providing policy directions, monitoring and overseeing Management actions as articulated in its Charter and other relevant legislation, rules and regulations.

In addition to the provisions of the pertinent laws, rules and regulations, including this Manual, the mandated functions and responsibilities include the following:

(i) Provide the corporate leadership of the CIC subject to the rule of law, and the

objectives set by the National Government through the Supervising Agencies (SEC) and the GCG;



(ii) Establish the CIC’s vision and mission, strategic objectives, policies and procedures, as well as defining the CIC’s values and standards through (1) Charter Statements; (2) Strategy Maps; and (3) Other control mechanism mandated by best business practices;

(iii) Determine important policies that bear on the character of the CIC to foster its long-term success, ensure its long term viability and strength, and secure its sustained competitiveness;

(iv) Determine the organizational structure of the CIC, defining the duties and responsibilities of its Officers and employees and adopting a compensation and benefit scheme that is consistent with the Salary Standardization Law (SSL) or CIC Compensation and Position Classification System (CPCS), whichever is applicable, as may be determined by the GCG and formally approved by the President of the Philippines;

(v) Ensure that personnel selection and promotion shall be on the basis of merit and fitness and that all personnel action shall be in pursuit of the applicable laws, rules and regulations;

(vi) Provide sound written policies and strategic guidelines on the CIC’s operating budget and major capital expenditures, and prepare the annual and supplemental budgets of the CIC;

(vii) Comply with all reportorial requirements, as required in CIC Charter as well as applicable laws, rules and regulations;

(viii) Formally adopt and conduct annually the mandated Performance Evaluation System (PES) and the Performance Scorecard and timely and accurate report the results to the GCG;

(ix) Ensure the fair and equitable treatment of all Stakeholders and enhancing the CIC’s relations with its Stakeholders.

(x) Always act in the best interest of the CIC, with utmost good faith in all its dealings with the property and monies of the CIC;

(xi) Act with due care, extraordinary diligence, skill and good faith in the conduct of the business of the CIC;

(xii) Apply sound business principles to ensure the financial soundness of the CIC; and (xiii) Hold a trustee relation with respect to the properties, interests, and monies of the

CIC.

b) Specific Duties and Functions

To ensure a high standard of best practices for the Corporation, CIC Board shall conduct itself with utmost honesty and integrity in the discharge of its duties which shall include, among others, the following: (i) Meet regularly at least once every month, to properly discharge its responsibilities,

with independent views expressed during such meetings being given due consideration, and that all such meetings shall be properly documented or minuted;

(ii) Determine the CIC’s purpose and value, as well as adopt strategies and policies, including risk management policies and programs, in order to ensure that the CIC survives and thrives despite financial crises and that its assets and reputation are adequately protected;

(iii) Monitor and evaluate on a regular basis the implementation of corporate strategies and policies, business plans and operating budgets, as well as Management's over-all performance to ensure optimum results;



(iv) Adopt a competitive selection and promotion process, a professional development program, as well as a succession plan to ensure that the Officers of the CIC have the necessary motivation, integrity, competence and professionalism;

(v) Monitor and manage potential conflicts of interest of Directors, Management, and shareholders, including misuse of corporate assets and abuse in related party transactions;

(vi) Implement a system of internal checks and balances, which may be applied in the first instance to the Board; and ensure that such systems are reviewed and updated on a regular basis;

(vii) Ensure the integrity of the CIC’s accounting and financial reporting systems, including 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;

(viii) Identify and monitor, and provide appropriate technology and systems for the identification and monitoring of key risks and performance areas;

(ix) Adopt, implement and oversee the process of disclosure and communications; (x) Constitute an Audit Committee and such other specialized committees as may be

necessary, or required by applicable regulations, to assist the Board in discharging its functions: and

(xi) Conduct and maintain the affairs of the CIC within the scope of its authority, as prescribed in its Charter and/or applicable laws, rules and regulation.

(xii) Ensuring that government assets and resources are used efficiently and that government exposure to all forms of liabilities and subsidies is warranted and incurred through prudent means.

(xiii) Ensuring that the operations and governance are carried out transparent, responsible and accountable manner and with utmost degree of professionalism and effectiveness.

(xiv) Complying faithfully with the reporting and evaluation system governing GOCCs, including the periodic disclosure and examination of its operations and management, its assets and finances, revenues and expenditures; and

(xv) Clearly separating the regulatory functions from their proprietary activities in order to achieve a level playing field with the private sector involved in similar commercial activities for the public.

ARTICLE 8. BOARD COMMITTEES The creation of Board Committees and other such oversight bodies enables the members of the Governing Board to efficiently manage their time and ensure the proper understanding and resolution of all issues affecting CIC and the proper handling of all other concerns, and allows the Board to effectively utilize the expertise of its Directors.

a) The CIC Board shall therefore constitute the proper committees to assist them in performing their duties and responsibilities, providing each of the committees with written terms of reference defining the duties, authorities and the composition of the committees constituted. The committees shall report to the entire Board as a collegial body and the minutes of their meetings shall be circulated to all members of the Board. The existence of the committees shall not excuse the Board of Directors/Trustees of its



collective responsibility for all matters that are within the primary responsibility and accountability of the Board.

b) The Board shall be supported by the following specialized committees:

(i) Executive Committee Composition

The Committee shall consist of at least three (3) members of the Board, with the Chairman of the Board being the Committee Chairman.

Voting Requirement

The Executive Committee, in accordance with the authority granted by the Board, or during the absence of the Board, shall act by a vote of at least two-thirds (2/3) of its members on such specific matters within the competence of the Board as may from time to time be delegated to the Executive Committee in accordance with the CIC Charter or applicable rules and regulation, except with respect to: § Approval of any action for which shareholders' approval is also required; § Filling of vacancies on the Board or in the Executive Committee; § Amendment or repeal of any resolution of the Board which by its express

terms cannot be amended or subject to repeal; § Distribution of cash dividends; and § Exercise of powers delegated by the Board exclusively to other committees

(ii) Board Audit Committee

Composition The Committee shall consist of at least three (3) Directors, whose Chairman should have audit, accounting or finance background.

Duties

The Committee shall be responsible for the following: § Overseeing, monitoring and evaluating the adequacy and effectiveness of the

CIC’s internal control system, engage and provide oversight of the CIC’s internal and external auditors and coordinate with the Commission on Audit (COA);

§ Developing a transparent financial management system that will ensure the integrity of internal control activities throughout the CIC through a procedures and policies handbook that will be used by the entire organization;

§ Financial Reporting ▫ Reviewing the financial statements including related disclosures, changes

in accounting policies, areas where significant amount of judgment has been exercised, compliance with accounting standards, and compliance with tax, legal and regulatory requirements as certified by the Head of Finance and Administration Group;

§ Internal Audit ▫ Reviewing and approving the Internal Audit Charter and subsequent

changes thereto;



▫ Reviewing and approving the Annual Internal Audit Plan, including the budget and ensure that the audit examinations cover an evaluation of the Corporation’s operations, information systems, financial reporting process, compliance with laws and regulations, and internal policies and procedures;

▫ Reviewing discoveries of fraud and violation of laws and regulations as raised by the internal audit function;

▫ Ensuring that internal auditors have free and full access to records, properties and personnel, excluding basic credit data as it resides in the Credit Information System and subject to limitations set by existing laws and regulations and policies relevant to and required by its function and that the internal audit activity shall be free from interference in determining its scope, performing its work and communicating its results;

▫ Ensuring that the internal audit function maintains an open communication with senior management, the audit committee, and the external auditors.

▫ Reviewing the internal audit activity’s performance relative to its plan; ▫ Reviewing the effectiveness of the internal audit function, including

conformance with The Institute of Internal Auditors’ the Definition of Internal Auditing, Code of Ethics, the International Standards for Professional Practice of Internal Auditing, including applicable internal audit guidelines set forth by the Securities and Exchange Commission, and Governance Commission for Government Owned and Controlled Corporations;

▫ Reviewing and discussing significant audit findings of the Internal Audit Office (“IAO”) and ensuring that management is taking appropriate actions in a timely manner.

▫ Reporting to the Board of Directors the annual performance of the appraisal of the Internal Audit Head; and

▫ Recommending the appointment or removal of the Internal Audit Head; § External Audit

▫ Reviewing the reports of the regulatory agencies including the Commission on Audit (“COA”), where applicable, and ensure that Management is taking appropriate corrective actions in a timely manner.

§ Risk Management ▫ Review the adequacy of the Corporation’s risk management process. For

this purpose, the Committee shall coordinate with the Board Risk Management Committee on results of its risk assessment

(iii) Governance Committee

Composition

The Committee shall be composed of at least three (3) members of Board, and chaired by the Chairman of the Board.

Duties The Governance Committee shall assist the Board of Directors in fulfilling its corporate governance responsibilities. The Committee shall be responsible for the following:



§ Overseeing the periodic performance evaluation of the Board and its committees and Management; and also conducting an annual self-evaluation of their performance;

§ Deciding whether or not a Director is able to and has been adequately carrying out his duties as director bearing in mind the director's contribution and performance (e.g., competence, candor, attendance, preparedness and participation). Internal guidelines shall be adopted that address the competing time commitments that are faced when directors serve on multiple boards;

§ Recommending to the Board regarding the continuing education of Directors, assignment to Board Committees, succession plan for the Executive Officers, and their remuneration commensurate with corporate and individual performance; and

§ Recommending the manner by which the Board's performance may be evaluated and proposing an objective performance criteria to be approved by the Board. Such performance indicators shall address how the Board will enhance long-term shareholder value.

(iv) Nomination and Remuneration Committee

Composition

The Committee shall consist of at least three (3) members of the Board.

Duties The Committee shall be responsible for the following: § Installing and maintaining a process to ensure that Officers to be nominated

or appointed shall have the qualifications and none of the disqualifications mandated under the law, rules and regulations;

§ Reviewing and evaluating the qualifications of all persons nominated to positions in the CIC which require appointment by the Board;

§ Recommending to the GCG nominees for the shortlist in line with the CIC’s and its subsidiaries' Board composition and succession plan; and

§ Developing recommendations to the GCG for updating the CPCS and ensuring that the same continues to be consistent with the CIC’s culture, strategy, control environment, as well as the pertinent rules and regulations.

(v) Risk Management Committee

Composition

The Committee shall consist of at least three (3) members, with at least one member having a background in finance and investments.

Duties

The Committee shall be responsible for the following: § Performing oversight risk management functions specifically in the areas of

managing credit, market, liquidity, operational, legal, reputational and other risks of the CIC, and crisis management, which shall include receiving from Senior Management periodic information on risk exposures and risk management activities;

§ Developing the Risk Management Policy of the CIC, ensuring compliance with the same and ensure that the risk management process and compliance



are embedded throughout the operations of the CIC, especially at the Board and Management level; and

§ Providing quarterly reporting and updating the Board on key risk management issues as well as ad hoc reporting and evaluation on investment proposals;

c) Combining the Mandatory Committees. - Nothing herein shall preclude the Governing Board from formally combining the functions of the committees into such combinations that will best seen the interest of CIC.

d) Other Committees required by Law, Rules and Regulations

In addition to the committees required in the GCG Code of Corporate Governance for GOCCs and the Securities and Exchange Commission, the CIC, when so covered, shall also establish the committees required under the corresponding and applicable rules and regulations issued by pertinent government agencies.

ARTICLE 9. THE MANAGEMENT

a) Role

The Management of CIC stands as the center of decision-making for the day-to-day affairs of the CIC. It determines the CIC’s activities by putting the targets set by the Board in concrete terms and by implementing basic strategies for achieving those targets. Management is responsible to the Board for implementing the infrastructure for the CIC’s success through the following mechanisms in its organization as set by the Board: organizational structures that work effectively and efficiently in attaining the goals of the CIC; useful planning, control, and risk management systems that assess risks on an integrated cross-functional approach information systems that are defined and aligned with an information technology strategy and the business goals of the CIC; and a plan of succession that formalizes the process of identifying, training and selection of successors in key positions in the CIC.

b) Accountability

Management is primarily accountable to the Board for the operations of CIC. As part of its accountability, Management shall provide all members of the Board with a balanced and understandable account of CIC’s performance, position and prospects on a monthly basis. This responsibility shall extend to interim and other price sensitive public reports and reports to regulators.

c) Appointment / Removal

Subject to existing civil service laws, rules and regulations, and in ensuring compliance with the requirements of due process, the Board shall have the authority to discipline, or remove from office, the CEO, or any other Officer, upon a majority vote of the members of the Board who actually took part in the investigation and deliberation.



d) Composition

The Management of the CIC refers to the: Chief Executive Officer (CEO) or its President, and its Vice President as follows:

(i) President or the Chief Executive Officer (CEO)

The CEO or the highest-ranking Executive Officer provided for in the Charter or applicable rules and regulation, shall be elected annually by the members of the Board from among its ranks. The CEO shall be subject to the disciplinary powers of the Board and may be removed by the Board for cause. Duties

In addition to the duties imposed on him by the Board, the CEO shall: § Exercise general supervision and authority over the regular course of

business, affairs, and property of the GOCC, and over its employees and officers;

§ See to it that all orders and resolutions of the Board are carried into effect; § Submit to the Board as soon as possible after the close of each fiscal year, and

to the shareholders at the annual meeting, if applicable, a complete report of the operations of the CIC for the preceding year, and the state of its affairs;

§ Report to the Board from time to time all matters which the interest of the CIC may require to be brought to its notice; and

§ Leads the corporation in achieving the mandate of RA 9510; Communicates and serves as the role model for the Company’s vision and values, and fosters a culture of integrity throughout the organization;

§ Directs the strategic planning activities and provides overall guidance in the efficient administration and sustainable operations of the Corporation;

§ Development of organizational capability by establishing enhancement programs to attract and retain talents in the industry;

§ Ensures that there is in operation an effective framework of governance in accordance with GCG and other applicable laws and regulations which provides the direction and parameters within which business is to be conducted, aligns accountabilities and authorities and defines any required policies, standards and guidelines;

§ Establishes management processes and specific performance measures that support the long-term and short-term strategies; and,

§ Develop and maintain public, industry, and investors relations. § Perform such other duties and responsibilities as the Board may impose upon

him.

Other Executive Officers

(ii) Corporate Treasurer / Chief Finance Officer (CFO) / Senior Vice President for Finance and Administration Group The Treasurer shall have charge of the funds, securities, receipts and disbursements of the CIC.



Duties Unless otherwise provided in the Charter or applicable rules and regulation, the Treasurer / Chief Finance Officer / Senior Vice President for Finance and Administration Group shall have the following functions:

§ Deposit or cause to be deposited all monies and other valuable effects in the

name and to the credit of the CIC in compliance with applicable laws, rules and regulations;

§ Regularly and at least quarterly render to the CEO/President or to the Board an account of the fund condition of funds of the CIC and all of his transactions as such;

§ Ensure fund availability on a timely basis and at the most economical means; § Optimize yields in temporary excess funds, but at the same time ensure the

implementation of appropriate risk management measures over its resources; § Provide relevant and timely financial market information; § Perform such other responsibilities as the Board may impose. § Providing management with accurate, relevant, and timely operating and

financial reports and analysis necessary for financial planning and strategy formulation, and monitoring actual implementation of budgets, plans and programs towards the achievement of corporate goals;

§ maintaining the integrity of accounting records as the basis of the financial statements and reports provided to Management for decision making and to government regulatory bodies in compliance with statutory requirements;

§ Promoting investor and public confidence in the CIC by addressing the various information requirements of the investing public and ensuring that all other legal reportorial obligations to the concerned agencies are complied with;

§ Strengthening internal controls by monitoring compliance with policies and recommending to Management appropriate actions and changes in systems and procedures in the exigencies of the service; and

§ Perform such other responsibilities as the Board may impose.

(iii) Senior Vice President, Credit Information Management Service Duties:

§ Prepares and recommends plans (strategic and annual business plans) and budget for technology and operations.

§ Plans, organizes, directs and monitors activities towards fulfillment of target goals and objectives.

§ Provides for and allocates the resources, including the sourcing and hiring of manpower, necessary for the attainment of target goals and objectives.

§ Monitors and reports performance vs. plans. § Develops, implements and maintains the Information Systems Strategic Plan

(ISSP). § Oversees and monitors all project implementation activities to ensure

compliance with business requirements, on time and within budget. § Oversees and monitors data center and network operations to ensure service

levels on systems and network performance and availability are met. § Oversees and monitors customer relationship management to ensure and

maintain good working relationships, user training and education



requirements are met, reported problems are satisfactorily addressed within agreed service levels and user compliance to security and confidentiality requirements.

§ Oversees and monitors management of 3rd party suppliers and vendors to ensure compliance with service level agreements.

§ Coordinates with regulatory agencies and prepares requirements to ensure compliance to regulatory requirements.

§ Participates in the evaluation and selection of software, computer and network equipment, database and other IT-related systems to be acquired in accordance with RA 9184, Government Procurement Law and its Revised Implementing Rules and Regulations.

§ Develops individual career plans and programs for personnel including hiring, performance appraisal and evaluation, training and promotion of these people.

§ Prepares daily and periodic management and performance reports as required.

§ Oversees adherence to company policies and procedures. § Oversees implementation of and adherence to Technology and Operations

policies and procedures. § Oversees implementation of and adherence to Information Security policies

and procedures. § Perform such other responsibilities as the President or Board may impose.

(iv) Senior Vice President, Marketing and Business Development Group

Duties

§ Develops marketing and Sales strategies in order to successfully promote, sell and distribute the company’s products and services to targeted consumers and clients, while ensuring that these are delivered in accordance with the organizational strategy, statutory laws, government policies and programs.

§ Identifies new business opportunities, including new customer segments or new products and services, in order to generate new or additional revenues for the company.

§ Define credit reports to be generated that meet specific user needs per market segment (i.e for Banks, Credit Card companies, Cooperatives and MFI’s). Coordinate with the Technology group in striking the right balance between meeting user needs and constraints in data/technical readiness.

§ Coordinate with Financial Institutions in reviewing and implementing needed changes in the credit evaluation process to optimize the benefits of available, comprehensive credit information from the CIC.

§ Determine and validate forecast demand for credit information per market segment.

§ Develop a pricing strategy and model, per product and per market segment that ensures affordability as well as a reasonable return to sustain CIC operations and growth.

§ Develop a promotional, educational, and communication plan per market segment.

§ Get large institutions or Utility companies (eg. SSS, Pag-ibig, Meralco) to participate by submitting credit data and using CIC’s credit reports.



§ Research into relationships that should be developed in order to manage effective partnerships with customers, the government, media and stakeholders.

§ Maintain overall responsibility and accountability for ensuring the startup and continuing marketing & business development project outcomes are achieved and ensuring that the marketing strategy is in line with business objectives.

§ Liaise with other Department heads to ensure the successful implementation of the company’s strategic marketing, sales and business development plans.

§ Develop the company’s communication strategy in line with key business plan principles, and Initiates potential strategic corporate and media relationships.

§ Develop the annual marketing corporate budget including relevant budget projections, while ensuring strict compliance with all government rules and requirements (i.e GCG, DBM, COA, etc.)

§ Develop the Department’s organizational capability, and ensure retention of key talents.

§ Develop and implement a Performance Measurement System, duly approved by the Board to include multiple dimensions of performance, the key categories of measuring being quality, quantity, timeliness of products and services delivered, and customer satisfaction.

§ Establish and maintain regular and in-person communications with the organization’s senior management team and end-users regarding pertinent marketing activities.

§ Prepare and implement Marketing Organizational development plan to ensure needed skills are available for current and future needs of the organization.

§ Conduct research and remain current with the latest technologies and solutions in support of improvements in products and services.

§ Perform such other responsibilities as the President or the Board may impose. ARTICLE 10. BOARD MEETINGS

a) Regular and Special meetings. The regular meetings of the CIC Board is held at least once a month at such date, time and place as the Board may by resolution prescribe. Special meetings, for any purpose, may be called by (1) the Board of Directors upon written petition of one-third (1/3) of the outstanding stockholders transmitted to the Corporate Secretary in the manner and form hereunder provided not less than three(3) days before the requested date thereof, or (2) the Chairman.

b) Personal Participation General Rule CIC Board Members are required to be personally present during meetings of the Board. No Directors can attend or vote by proxy at board meetings.



Exception: Ex Officio Alternate

The Chairman of the SEC shall be the Chairman of the Board of Directors of the Corporation. Whenever the Chairman of the SEC is unable to attend a meeting of the Board, he shall designate an Associate Commissioner of the SEC to act as his alternate.

c) Quorum A majority of the total number of directors shall constitute a quorum for the transaction of business and every decision of a majority of the quorum duly assembled as a Board shall be valid as a corporate act.

d) Adequate and Timely Information To enable the members of the CIC Board to properly fulfil their duties and responsibilities, Management should provide the Board with complete, adequate and timely information about the matters to be taken in the meetings.

e) Teleconferencing

The meetings of the CIC Board may be conducted through modern technologies such as, but not limited to, teleconferencing and video conferencing as long as the director who is taking part in said meetings can actively participate in the deliberations on matters taken up therein.

ARTICLE 11. OBLIGATIONS OF THE CIC TO DIRECTORS AND OFFICERS

a) Providing Staff Support to Directors CIC shall provide the members of its Governing Board with reasonable support staff and office facilities to allow them to properly discharge their duties and responsibilities.

b) Directors and Officers Liability Insurance (DOLI). Having imposed the highest level of responsibility and accountability on the members of the CIC Board and Officers, CIC shall secure a “Directors and Officers Liability Insurance" (DOLI) coverage for itself and the members of the CIC Board and Officers against contingent claims and liabilities that may arise from, as well as the expenses that may be incurred in prosecuting, the actions that may be filed against the CIC arising from the actions of the CIC Board and/or Management that may cause loss or damage to third parties. Provided, that such suit before tribunals affects matter that are within the official functions and capacity of the CIC Board and/or Officers on matters where business judgment has been exercised in good faith. Nothing in this section shall be construed as to authorize the reimbursement or the incurring of costs, such as the payment of premiums on DOLI coverage, by the CIC on the



litigation expenses incurred and the judgment liability decreed against a CIC Director or Officer for breach of any of his fiduciary duties or for fraud committed in the performance of his duties to the GOCC and/or its stakeholders.

ARTICLE 12. PER DIEM Pursuant to Section 23 of RA 10149:

a) The CIC Charters or applicable rules and regulation to the contrary notwithstanding, the

compensation, per diems, allowances and incentives of the Appointive Directors shall be determined by the GCG, using as a reference, among others, Executive Order No. 24, dated February 10, 2011;

b) Directors shall not be entitled to retirement benefits acting as such directors; ARTICLE 13. ANNUAL PERFORMANCE OF THE BOARD

A systematic evaluation process of the Board shall be developed as a necessary tool in enhancing its professionalism and as a useful incentive for Board Members to devote sufficient time and effort to their duties. The evaluation should also be instrumental in developing effective and appropriate induction and training programs for new and existing members of the Board. CIC hereby adopts the Performance Evaluation for Directors (PED) in the GOCC Sector pursuant to GCG Memorandum Circular No. 2014-3, dated 7 April 2014. a) Coverage

The PED shall cover all Appointive Directors and shall serve as the basis for the determination of whether they shall be recommended for reappointment; Provided, that the Appointive Director has served at least three (3) months within the calendar year and has attended three (3) duly called for Board and/or Committee meetings subject of performance evaluation (“PED Period”). It shall also cover a Director who was appointed to a term of less than three (3) months, but has served as Officer-In-Charge (OIC) or Acting Chairman or President/CEO and attended at least three (3) duly called for Board and/or Committee meetings during the PED Period The PED shall also cover the Ex Officio Directors and their Alternates/Authorized Representatives who have attended at least 10% of the Board and Committee Meetings for purposes of being able to report to the President the performance of such Ex Officio Directors, and to allow the GCG to develop and evolve a good governance system for Ex Officio Directors in the GOCC Sector.

b) Components:

(i) CIC’s Performance based on Application of the Performance Evaluation System (PES) for GOCC’s under GCG Memorandum Circular No. 2013-02: 60%



(ii) Director Performance Review (DPR): 25% (iii) Director Attendance Score: 15%

1. Frequency of Board Meetings:

§ CIC Governing Board shall meet regularly, at least once a month unless provide otherwise under the CIC Charter or applicable rules and regulation .

2. Committee membership:

§ All Ex Officio and Appointive Directors, including the Chairman and CEO, shall be officially designated to at least one (1) Board Committee where their presence shall be determinative of quorum, and for which they shall be entitled to receive per diem for actual attendance.

§ Official designation of Committee membership to which they have not been officially designated but such authorization shall be in an observer capacity where their presence is not determinative of quorum, with no right to vote and no entitlement to per diems. Receipt of such per diems is deemed unlawful.

§ Changes in committee membership will only be recognized upon submission to the GCG of necessary documents certifying such changes.

3. Rules on Attendance:

Subject to issuance of subsequent rules and regulation by the National Government, regulating agencies such as the Governance Commission for GOCCs, Securities and Exchange Commission, the Civil Service Commission, among others, and /or applicable laws, the following requirements shall be complied with:

§ For purposes of reappointment, an Appointive Director must have attended

at least 75% of all authorized and duly called for Board and Committee meetings (to which he is officially designated) in any given year. ln determining the total number of authorized and duly called for Board and Committee Meetings, the following rules shall be observed:

o Attendance through teleconferencing or video conferencing in accordance with Securities and Exchange Commission (SEC) Memorandum Circular No. 15, 2001 , is allowed;

o Absences arising from the actual conduct of official business for the CIC, its Subsidiary, Affiliate, or for the National Government, are considered excused absences and thus counted as attendance on the part of the Director. Provided, the CIC or the Director shall provide official documentations of such official business, such as, but not limited to, a travel authority, certificate of attendance, attendance sheets and invitations;

o Absences arising from serious medical conditions shall be considered excused only upon submission of official documentation such as medical abstract or certificate;

o Absences arising from filial obligations shall not be considered excused, even if approved by the Governing Board; and

o Vacation leaves shall not be considered as excused, even if approved. 4. Eligibility for reappointment.



§ Appointive Directors who receive an overall rating of less than 85% will not

be qualified to be included in the shortlist of nominees for the following term; Provided that when in the GCG's evaluation, the down-rating received by an Appointive Director is not warranted, the particular Appointive Director may still be included in the shortlist for proper consideration of the President with proper explanation thereof.

ARTICLE 14. CORPORATE SOCIAL RESPONSIBILITY AND RELATIONS WITH

STAKEHOLDERS

a) CSR Principles.

As an integral part of the National Government, CIC is inherently mandated to be socially responsible, to act and operate as good corporate citizens. The CIC Governing Board shall recognize and perform the obligations the CIC has towards the National Government, its majority stockholder, as well as the minority stockholders when existing, together with the employees, suppliers, customers and other Stakeholders, and the communities in which it operates.

The CIC Directors, Officers and all its employees are required to abide by ethical policies as mandated by the GCG. The protection of the reputation and goodwill of CIC is of fundamental importance, and CIC Directors, Officers and employees should be aware of the disciplinary implications of breaches of policy.

b) Duty to Be Responsive to Stakeholders.

Every CIC Director and Officer accepts the position fully aware that he assumes certain responsibilities not only to the CIC and its stockholders, but also with different constituencies or Stakeholders, who have the right to expect that the CIC is being run in a prudent manner and with due regard to the interests of all Stakeholders. Consequently, members of the CIC Board and Officers shall deal fairly with the CIC employees, customers, suppliers and other Stakeholders. No member of the CIC Board or Officer may take unfair advantage of the CIC’s employees, customers, suppliers and other Stakeholders through manipulation, concealment, abuse of confidential or privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

CIC Directors, Officers and employees are committed to promptly report any potentially illegal, improper and/or unethical conduct at the workplace or in connection with the work. CIC promotes an environment that encourages anyone to raise genuine and legitimate concerns internally.

CIC shall likewise provide a mechanism available to anyone who wish to report a concern or issue directly to the GCG for a legitimate claim or grievance against a CIC Director or Officer.

c) Formal Recognition of the Stakeholders



The CIC shall integrate social economic, and environmental concerns into business operations. CIC shall work together with the following stakeholders to address their expectations, interests and concerns:

(i) National Government and Regulatory Agencies

Fulfill the CIC’s obligations under its Charter, pertinent laws, rules and regulation and provide the unequivocal support to the government’s goal of inclusive growth and economic development consistent with national development policies and programs, good governance, high transparency, accountability and professionalism. Provide timely and accurate reports on its operations, and disclose to the appropriate regulatory agencies and bodies such as the Securities and Exchange Commission (SEC), Governance Commission For GOCCs (GCG), Commission on Audit (COA), Civil Service Commission (CSC), Department of Budget Management and Department of Finance. Coordinate, collaborate and support the Office of the Government Corporate Counsel (OGCC), the Bangko Sentral ng Pilipinas, Department of Trade and Industry, the Insurance Commission and other applicable institution.

(ii) Employees

Every CIC employee is encouraged to: 1. Remember that the biggest stakeholder is the Government; 2. Share the vision of the CIC; 3. Be accountable to the public; 4. Listen and learn from his co-employees; 5. Think and act as a team; 6. Focus on the customers and strive for customer satisfaction; 7. Respect others; 8. Communicate with stockholders and customers; 9. Deliver results and celebrate success; and 10. Protect the reputation of the CIC.

There should be employee development discussions and structured training programs for continuing personal and professional development for employees.

(iii) Customers

Integrity and honesty in dealings with customers is necessary for a successful and sustained business relationship. CIC is focused on meeting customer objectives with the aim of providing services which give fair value and consistent quality, reliability and safety in return for the price paid for the same. CIC should operate policies of continuous improvement, of both processes and the skills of the staff, to take best advantage of advances in all aspect of society in order to ensure that it continues to add value to its customers businesses.



CIC commits to have a clear and strong lines of communication which allow it to respond quickly and efficiently to customer and market requirements, as well as the public needs, and for the customers to receive consistent service in order to successfully and consistently deliver according to its mandate.

(iv) Suppliers

As with other relationships with the Stakeholders, CIC aims to develop relationships and improve networking with business partners and suppliers based on mutual trust. CIC aims to offer, through partnership with its suppliers, the best combination of state-of-the art technology and world class service, strong customer relations and deep industry knowledge and experience, together with the capacity to implement and deliver value-added solutions on time and within budget.

(v) Health and Safety

CIC commits to ensure a safe and healthy working environment for all its employees, outside contractors and visitors. The CIC Board, Officers and employees commit to comply with all relevant local legislation or regulations, and best practice guidelines recommended by national health and safety authorities.

(vi) Environment-friendly Value Chain

CIC recognizes that there are inevitable environmental impacts associated with its daily operations. CIC adheres to minimize harmful effects and consider the development and implementation of environmental standards to achieve this to be of great importance. Hence, CIC is a strong advocate of the 3 R's : "Reduce", "Reuse" , and " Recycle". CIC should find every opportunity to reduce consumption of energy, water and other natural resources. CIC should also strive to re-use and recycle where possible and dispose of non-recyclable items responsibly, thereby minimizing the impact on the environment. CIC’s environmentally friendly initiatives shall support awareness among the members of the communities it affects.

ARTICLE 15. DISCLOSURE AND TRANSPARENCY REQUIREMENTS

a) Transparency. The essence of corporate governance is transparency; the more transparent the internal workings of CIC are, the more difficult it will be for the Board and/or Management to mismanage the Company or to misappropriate its assets. It is therefore imperative that CIC disclose all material information, subject to restrictions or limitation on existing laws, rules and regulations, to the National Government and the public, its ultimate stakeholder, in a timely and accurate manner at all times.



b) Mandatory Website

In accordance with Section 25 of the RA 10149 and any pertinent issuance of regulatory agencies for necessary publication, CIC shall maintain a website and post therein for unrestricted public access: (i) On Institutional Matters:

1. The latest version of its Charter; 2. Government Corporate Information Sheet (GCIS) as mandated by the GCG in its

Memorandum Circular No.2012-01.

(ii) On the Board and Officers: 1. Complete listing of the Directors and Officers with attached resume, and their

membership in Board Committees; 2. Complete compensation package of all the board members and officers,

including travel, representation, transportation and any other form of expenses or allowances;

3. Information on Board Committees and their activities; and 4. Attendance record of Directors in Board and Committee meetings.

(iii) On Financial and Operational Matters:

1. Their latest annual Audited Financial and Performance Report within thirty (30) days from receipt of such Report

2. Audited Financial Statements in the immediate past three (3) years; 3. Quarterly, and Annual Reports and Trial Balance; 4. Current Corporate Operating Budget (COB); 5. Local and foreign borrowings; 6. Government subsidies and net lending; 7. All borrowings guaranteed by the Government; 8. Any material risk factors and measures taken to manage such risk; and 9. Performance Evaluation System (PES)

(iv) On Governance Matters:

1. Charter Statement/ Mission-Vision Statements; 2. Performance Scorecards and Strategy Map; 3. Organizational Chart; 4. Manual of Corporate Governance; 5. Citizen’s Charter; 6. CSR Statement; and 7. Balance Scorecard.

c) Integrated Corporate Reporting System

In the pursuit of national development and providing better service to the public, and to ensure CIC’s faithful performance of their mandate using the standards of good governance, transparency, accountability and responsibility, the National Government, through the GCG, shall develop an Integrated Corporate Reporting System (ICRS) to provide an extensive database and comprehensive information on CIC, pursuant to the following parameters:



(i) The ICRS shall provide a platform for the electronic submission by CIC of various reportorial requirements such as financial statements, list of directors and officers, compensation, operating budgets and performance commitments;

(ii) Reports provided under the Disclosure and Transparency Requirements in the Ownership and Operations Manual for CIC and the government corporate standards governing CIC shall also be incorporated into the System;

(iii) The ICRS shall also be linked initially to National Government Agencies with CIC dealings, such as with the Commission on Audit (COA), Department of Finance (DOF), the Department of Budget and Management (DBM), and eventually to the Public Financial Management System and the Government Integrated Financial Management Information System (GIFMIS);

(iv) Every GOCC, acting through its Board and Management, shall ensure that it becomes an active and responsible member and contributor to the ICRS.

d) Mandatory Reports

The Board shall regularly submit, as may be required by the GCG, SEC and other Government Regulatory Agencies as may be applicable, the following: (i) Performance Scorecards;

(ii) Implementation of the audit recommendations of COA (iii) Annual Report; and (iv) Compliance with commitments on servicing loans to, and borrowings guaranteed by

the National Government.

e) Other Reportorial requirements CIC shall also submit to the GCG periodically in electronic form the following:

(i) Common Form financial statements based on annual audited financial statements

within thirty (30) days from receipt of the report; (ii) Dividend computations and payments in accordance with Republic Act No. 7656,

also known as "The Dividends Law; (iii) Cash and investment balances; (iv) For GFIs, actual and projected Statement of Cash Surplus/Deficit; (v) Capital expenditure program;

(vi) Statement of Financial Operations; (vii) Acquisition or disposition of assets;

(viii) Off Balance Sheet transactions; and (ix) Reports for the annual corporate budget call such as but not limited to the following:

1. Physical and Financial Performance reports (the immediately preceding three (3) years); and

2. Sources and Uses of Funds (the immediately preceding three (3) years) and the proposal for the coming year.

ARTICLE 16. HIGHEST STANDARDS PRINCIPLE Public service being a public trust, nothing in this Code shall be construed as:



a) Corporate Government Standards: Relieving or excusing CIC, its Directors and Officers, from complying with more rigorous standards of corporate governance as may be required by regulatory agencies having jurisdiction over its business enterprises or the industry in which it operate.

b) Reportorial Requirements: A waiver of the separate reportorial requirements mandated by the regulatory agencies that have jurisdiction over the CIC and its business operations.

c) Administrative and Criminal Liabilities: A waiver of the administrative or criminal liabilities imposed by existing laws, rules and regulations, such as the Anti-Graft and Corrupt Practices Act and the Code of Conduct and Ethical Standards for Public Officials and Employees for Government Officials, for offenses or breach of ethical standards committed by Directors, Officers and employees of CIC.

ARTICLE 17. MISCELLANEOUS PROVISIONS

a) Inspection of Manual This Manual shall be available for inspection by any of the identified stakeholders of CIC during reasonable hours on business days.

b) Dissemination of Manual This Manual shall be disseminated to all the Directors, Officers, and Employees for their information and compliance.

c) Communication and Education Programs

The Corporation shall implement the appropriate communication and training program for the Directors, Officers and Employees to ensure the effective implementation of this Manual.

d) Amendments: Any change in this Manual shall be subject to approval of the Board. This Manual is subject to annual review or as may be prescribed by the Board.

e) Penalties for non-compliance with the Manual. The following penalties shall be imposed on CIC Board, Management and employees in case of violation of any of the provisions of this Manual: (i) For the first violation, the subject person shall be reprimanded.

(ii) For the second violation, suspension from office shall be imposed. Duration of the suspension shall depend on the gravity of the violation.

(iii) For the third violation, the maximum penalty of removal from office shall be imposed. Third violation shall be a sufficient ground for removal from Directorship.

The Management shall issue guidelines to implement this rules.

f) Effectivity. This Manual shall be effective immediately.

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