SEC Form – I-ACG

R * Updated 21D

ec2017 Page 4 of 154

INTE

GR

ATE

D A

NN

UA

L CO

RP

OR

ATE

GO

VER

NA

NC

E R

EPO

RT

C

OM

PLIA

NT/

NO

N-

CO

MP

LIAN

T

AD

DITIO

NA

L INFO

RM

ATIO

N

EX

PLA

NA

TION

The Board’s Governance Responsibilities

Prin

cip

le 1

: The company should be headed by a com

petent, working board to foster the long

- term success of the corporation, and

to sustain its com

petitiveness and profitability in a m

anner consistent with its corporate objectives and the long

- term best interests of its shareholders and

other sta

keholders. R

ec

om

me

nd

atio

n 1

.1

1. Board is com

posed of directors with

collective working know

ledge, experience or expertise that is relevant to the com

pany’s industry/sector.

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on the following:

1. A

cademic qualifications, industry

knowledge, professional

experience, expertise and

relevant trainings of directors

2. Q

ualification standards for

directors to facilitate the selection of potential nom

inees and to serve as benchm

ark for the evaluation of its perform

ance

DoubleD

ragon Properties

Corp.

is com

posed of the following individuals w

ho possess the know

ledge, experience and expertise

that are

relevant to

the com

pany’s industry/sector: 1. E

dg

ar J. S

ia II – is the C

hairman and C

hief Executive O

fficer of Injap Investments Inc.

Mr. Sia II is also the Founder of M

ang Inasal Philippines,

Inc. and

various other

companies.

He obtained

his Doctorate

Degree from

the University of San Agustin

Honoris Causa M

ajor in Managem

ent in 2012. 2. To

ny

Tan

Ca

ktio

ng – is the C

hairman of

Honeystar Holdings Corporation, and

the current

Chairm

an of

Jollibee Foods

Corporation, since 1978. M

r. Tan Caktiong

is also a Director of First G

en Corporation

since 2005 and a

mem

ber of the Board of Trustees

of Jollibee

Group

Foundation, Tem

asek Foundation,

and

St. Luke’s

Medical C

enter. He graduated from the

University of Santo Tomas in 1975 w

ith a degree in C

hemical Engineering. He w

as

2. Board has an appropriate m

ix of com

petence and expertise.

CO

MP

LIAN

T

3. D

irectors remain qualified for their positions

individually and collectively to enable them

to fulfill their roles and responsibilities a

nd respond to the needs of the

organization.

CO

MP

LIAN

T

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 5 of 154

likewise

conferred by

the University

of Santo Tom

as an honorary Degree D

octor of Business A

dministration on February 15,

2018. 3. Fe

rdin

an

d J. S

ia – is the President and

Chief

Operating

Officer

of Injap

Investments Inc. He also served as D

irector of M

ang Inasal Philippines, Inc. from 2006-

2016. He graduated from the University of

the Philippines Visayas w

ith a degree in Bachelor of A

rts in Political Science and took up law

in Arellano University School of

Law.

4. Rizza

Ma

rie Jo

y J. S

ia – is the Treasurer

and

Chief

Finance O

fficer of

Injap Investm

ents Inc. She serves as the Treasurer of People’s Hotel C

orp. and as a Director

of Hotel of Asia

, Inc. She graduated from

University of the Philippines Visayas w

ith a degree

in Bachelor

of Science

in A

ccountancy and

is

a C

ertified Public

Accountant.

5. Willia

m Ta

n U

ntio

ng – has been a D

irector of Jollibee Foods C

orporation since 1993 and

likew

ise serves

as a

director and

Treasurer

of Honeystar

Holdings C

orporation. He is the Vice President for

Real Estate of Jollibee Foods Corporation

since 1989. He was appointed as C

hief of Real Estate O

fficer in 2015. 6. Jo

sep

h Ta

nb

un

tion

g – is the Presid

ent of Jollibee Philippines starting July 1, 2013. He

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 6 of 154

is the

former

President of

Red Ribbon

Philippines, having served there since 2008. He graduated from

Ateneo de M

anila University w

ith a degree in Managem

ent Engineering. 7.

Ga

ry

P.

Ch

en

g

– is

an investm

ent banking professional w

ith over 20 years of corporate finance and

capital markets

experience. He is currently the Managing

Director and

co-founder of Fortman C

line C

apital Markets Lim

ited since 2007. Dr.

Cheng served as the form

er President/CEO

of

Am

algamated

Investment

Bancorporation from 2003 and

2008 and

former

Vice

President of

Investment

Banking at J.P. Morgan from

1993 to 2001. D

r. C

heng obtained

his doctorate

in Philosophy

from

University of

Leeds, England

in 1991. 8.

Vic

en

te

S.

Pe

rez,

Jr. – served as the Secretary of the D

epartment of Energy

from 2001 to 2005 and

Managing D

irector of the Board of Investm

ents in 2001. He is also

the current

Chairm

an of

WW

F Philippines

and a

mem

ber of

WW

F –

International. M

r. Perez

has a

Master’s

Degree

in Business

Adm

inistration –

International Finance from the W

harton School University of Pennsylvania and

a Bachelor’s D

egree in Business Economics

from the University of the Philippines.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 7 of 154

Re

co

mm

en

da

tion

1.2

1. Board is com

posed of a majority of non-

executive directors. C

OM

PLIA

NT

Identify or provide link/reference to a docum

ent identifying the directors and

the type of their directorships

The Board is composed of a m

ajority of N

on-Executive Directors:

N

AM

E O

F DIR

EC

TOR

S

TYPE O

F DIR

EC

TOR

SH

IP

EDG

AR J. SIA

II EXEC

UTIVE D

IRECTO

R TO

NY TA

N C

AKTIO

NG

N

ON

-EXECU

TIVE

DIREC

TOR

FERDIN

AN

D J. SIA

EXEC

UTIVE D

IRECTO

R RIZZA

MA

RIE JOY J.

SIA

EXECUTIV

E DIREC

TOR

WILLIA

M TA

N

UN

TION

G

NO

N-EXEC

UTIV

E D

IRECTO

R JO

SEPH TA

NBUN

TION

G

NO

N-EXEC

UTIV

E D

IRECTO

R G

ARY P. C

HEN

G

IND

EPEND

ENT

DIREC

TOR

VIC

ENTE S. PEREZ

IND

EPEND

ENT

DIREC

TOR

Re

co

mm

en

da

tion

1.3

1. C

ompany provides in its Board C

harter a

nd M

anual on Corporate G

overnance a policy on training of directors.

CO

MP

LIAN

T Provide link or reference to the com

pany’s Board Charter and

M

anual on Corporate G

overnance relating to its policy on training of directors.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of D

oubleDragon

Properties Corp., provides that:

“DD

shall conduct an orientation program

for first-time directors to ensure that they

are appropriately apprised of their duties and

responsibilities, before beginning their directorships;

an

d

rele

va

nt

an

nu

al

co

ntin

uin

g

for

all

inc

um

be

nt

dire

cto

rs w

hic

h

will

pro

mo

te

an

e

ffec

tive

b

oa

rd

pe

rform

an

ce

an

d c

on

tinu

ing

qu

alific

atio

n

of th

e d

irec

tors in

ca

rryin

g-o

ut th

eir d

utie

s a

nd

resp

on

sibilitie

s.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 8 of 154

2. C

ompany has an orientation program

for first tim

e directors. C

OM

PLIA

NT

Provide information or link/reference

to a document containing

information on the orientation

program and

trainings of directors for the previous year, including the num

ber of hours attended and

topics covered.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of D

oubleDragon

Properties Corp., provides that:

“DD

shall conduct an orie

nta

tion

pro

gra

m

for first-tim

e d

irec

tors to

en

sure

tha

t the

y

are

ap

pro

pria

tely

ap

prise

d o

f the

ir du

ties

an

d re

spo

nsib

ilities, b

efo

re b

eg

inn

ing

the

ir d

irec

torsh

ips;

and

relevant

annual continuing

for all

incumbent

directors w

hich will prom

ote an effective board perform

ance and continuing qualification

of the directors in carrying-out their duties

and responsibilities

3. C

ompany has relevant annual continuing

training for all directors.

CO

MP

LIAN

T The

May

30, 2017

Re

vise

d

Co

de

o

f C

orp

ora

te G

ov

ern

an

ce of D

oubleDragon

Properties Corp., provides that:

“DD

shall conduct an orientation program

for first-time directors to ensure that they

are appropriately apprised of their duties and

responsibilities, before beginning their directorships;

an

d

rele

va

nt

an

nu

al

co

ntin

uin

g

for

all

inc

um

be

nt

dire

cto

rs w

hic

h

will

pro

mo

te

an

e

ffec

tive

b

oa

rd

pe

rform

an

ce

an

d c

on

tinu

ing

qu

alific

atio

n

of th

e d

irec

tors in

ca

rryin

g o

ut th

eir d

utie

s and responsibilities.” D

uring the year 2017, the Board of Directors

have attended

the follow

ing training

regarding corporate governance:

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 9 of 154

TRA

ININ

GS/

SEM

INA

RS

DA

TE/P

LAC

E

CO

ND

UC

TED

TRA

ININ

G

INSTITU

TION

Annual

Corporate

Governanc

e Training

Program

August

11, 2017

at Jollibee Pla

za Building

Institute of

Corporate

Directors

This whole-day training aim

s to provide participants

with

fundamental

and essential appreciation of the benefits and im

pact of modern corporate governance

best practices. O

ther trainings and sem

inars attended by m

embers

of the

Board include

the follow

ing: M

r. V

icente S.

Perez attended

the

Corporate

Governance

Seminar

conducted by ROAM

, Inc. on Decem

ber 19, 2018. M

r. W

illiam

Tan Untiong

attended the

Advanced

Corporate

Governance

Training conducted

by the

Institute of

Corporate D

irectors on October 5, 2018.

R

ec

om

me

nd

atio

n 1

.4

1. Board has a policy on board diversity. C

OM

PLIA

NT

Provide information on or

link/reference to a document

containing information on the

company’s board diversity policy.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of D

oubleDragon

Properties Corp., provides:

“DD

encourages

diversity in

its Board.

Board diversity may refer to distinctions in

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 10 of 154

Indicate gender composition of the

board. age, ethnicity, culture, skills, com

petence, know

ledge, gender, among other things. A

diverse

Board prom

otes different

perspectives and

ideas

and

mitigates

groupthink to achieve optimal decision-

making.”

The current Board is composed of seven (7)

males and

one (1) female.

Op

tion

al: R

ec

om

me

nd

atio

n 1

.4

1. C

ompany has a policy on and

discloses m

easurable objectives for implem

enting its board diversity and

reports on progress in a

chieving its objectives.

Provide inform

ation on or link/reference to a docum

ent containing the com

pany’s policy and

measureable objectives for

implem

enting board diversity. Provide link or reference to a progress report in achieving its objectives.

Re

co

mm

en

da

tion

1.5

1.

Board is assisted by a Corporate Secretary.

CO

MP

LIAN

T Provide inform

ation on or link/reference to a docum

ent containing inform

ation on the C

orporate Secretary, including his/her nam

e, qualifications, duties and

functions.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of D

oubleDragon

Properties Corp., provides that:

“The Board, at all times, is assisted in its

duties by a Corporate Secretary, w

ho is a separate individual from

the Com

pliance O

fficer. The Corporate Secretary should

annually attend a training on corporate governance and

shall likewise be apprised

of his duties and responsibilities through continuing training. The

Corporate

Secretary is

primarily

responsible to

the corporation

and its

shareholders, and not to the C

hairman or

President

of the

Com

pany and

has,

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 11 of 154

among others, the follow

ing duties and responsibilities.

a. A

ssists the Board and the board

comm

ittees in the conduct of their m

eetings, including preparing an annual

schedule of

Board and

comm

ittee m

eetings and

the

annual board

calendar, and

assisting the chairs of the Board and

its com

mittees to set agendas for

those meetings;

b. Safe

keeps and

preserves the

integrity of

the m

inutes of

the m

eetings of

the Board

and

its com

mittees, as w

ell as other official records of the C

orporation; c.

Keeps abreast

on relevant law

s, regulations,

all governance

issuances, relevant

industry developm

ents and operations of

the corporation, and advises the

Board and

the

Chairm

an on all

relevant issues as they arise; d.

Works fairly and

objectively with the

Board, M

anagement

and

stockholders and contributes to the

flow of inform

ation between the

Board and

m

anagement,

the Board and

its comm

ittees, and the

Board and

its

stakeholders, including shareholders;

e. A

dvises on

the establishm

ent of

board comm

ittees and their terms

of reference;

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 12 of 154

f. Inform

s mem

bers of the Board, in accordance w

ith the by-laws, of

the agenda of their meetings at

least five working days in advance,

and

ensures that

the m

embers

have before

them

accurate inform

ation that will enable them

to arrive

at intelligent

decisions on

matters that require their approval;

g. A

ttends all board meetings, except

when

justifiable causes,

such as

illness, death

in the

imm

ediate fam

ily and

serious

accidents, prevent him

/her from doing so;

h. Perform

s required

administrative

functions; i.

Oversees the drafting of the by-law

s and

ensures that they conform w

ith regulatory requirem

ents; and

j. Perform

s such

other duties

and responsibilities as m

ay be provided by the SEC

.” The C

orporate Secretary of DoubleD

ragon Properties C

orp. is Mr. W

illiam Tan Untiong.

Please refer to the Amended A

rticles of Incorporation

and

Am

ended By-Law

s dated A

pril 14, 2016. http://w

ww

.doubledragon.com.ph/disclo

sures

2. C

orporate Secretary is a separate individual from

the Com

pliance Officer.

CO

MP

LIAN

T The

May

30, 2017

Re

vise

d

Co

de

o

f C

orp

ora

te G

ov

ern

an

ce of D

oubleDragon

Properties Corp., provides that:

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 13 of 154

“The Board, at all times, is assisted in its

duties by a Corporate Secretary, w

ho

is a

sep

ara

te in

div

idu

al fro

m th

e C

om

plia

nc

e

Offic

er. The C

orporate Secretary, should annually attend a training on corporate governance and shall likew

ise be apprised of his duties and responsibilities through continuing training.”

3. C

orporate Secretary is not a mem

ber of the Board of D

irectors. N

ON

- C

OM

PLIA

NT

The Corporate Secretary is a m

ember of

the Board of Directors as allow

ed under the Board’s C

harter. 4.

Corporate Secretary attends training/s on

corporate governance. C

OM

PLIA

NT

Provide information or link/reference

to a document containing

information on the corpora

te governance training attended, including num

ber of hours and topics

covered

The M

ay 30,

201 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of D

oubleDragon

Properties Corp., provides that:

“The Board, at all times, is assisted in its

duties by a Corporate Secretary, w

ho is a separate individual from

the Com

pliance O

fficer. The Corporate Secretary

sho

uld

a

nn

ua

lly

atte

nd

a

tra

inin

g

on

c

orp

ora

te

go

ve

rna

nc

e and shall likew

ise be apprised of his duties and responsibilities through continuing training. The

company’s

Corporate

Secretary is

WILLIA

M

TAN

U

NTIO

NG

. He has been a D

irector of Jollibee Foods Corp. since 1993

and

likewise

serves as

a D

irector and

Treasurer of

Honeystar Holdings

Corporation. He is the V

ice President for Real Estate of Jollibee Foods C

orp. since 1989. He w

as appointed as Chief Real

Estate Officer in 2015. He graduated from

A

damson

University in

1975 w

ith a

bachelor’s degree in Civil Engineering.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 14 of 154

The Corporate Secretary has attended the

Annual

Corporate

Governance

Training Program

conducted by the Institute of C

orporate Directors on A

ugust 11, 2017 and

the

Advanced

Corporate

Governance Training conducted by the

Institute of Corporate D

irectors on October

5, 2018.

Said training

aims

to provide

participants w

ith fundam

ental and

essential appreciation of the benefits and im

pact of modern corporate governance

best practices.

Op

tion

al: R

ec

om

me

nd

atio

n 1

.5

1.

Corporate Secretary distributes m

aterials for board m

eetings at least five business days before scheduled m

eeting.

Provide proof that corporate secretary distributed board m

eeting m

aterials at least five business days before scheduled m

eeting

R

ec

om

me

nd

atio

n 1

.6

1. Board is assisted by a C

ompliance O

fficer. C

OM

PLIA

NT

Provide information on or

link/reference to a document

containing information on the

Com

pliance Officer, including his/her

name, position, qualifications, duties

and functions.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that: “The Board should ensure that it is assisted in its duties by a C

ompliance O

fficer, with

adequate stature and authority in the D

D.

The Com

pliance Officer should not be a

mem

ber of the Board of Directors and

should annually

attend a

training on

corporate governance. The C

ompliance O

fficer is a mem

ber of the D

D’s m

anagement team

in charge of the com

pliance function.

Similar

to the

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 15 of 154

Corporate Secretary, he/she is prim

arily liable

to the

corporation and

its

shareholders, and not to the C

hairman or

President of the C

ompany. He/she has,

among others, the follow

ing duties and responsibilities:

a. Ensures proper onboarding of new

directors

(i.e., orientation

on the

company’s

business, charter,

articles of incorporation and by-

laws, am

ong other); b.

Monitors,

reviews,

evaluates and

ensures the

compliance

by the

corporation, its

officers and

directors with the relevant law

s, this C

ode, rules and regulations and all governance issuances of regulatory agencies;

c. Reports the m

atter to the Board if violations

are found

and recom

mends

the im

position of

appropriate disciplinary action; d.

Ensures the integrity and accuracy

of all documentary subm

issions to regulators;

e. A

ppears before

the SEC

w

hen sum

moned

in relation

to com

pliance with this C

ode; f.

Collaborates

with

other departm

ents to

properly address

compliance issues, w

hich may be

subject to investigation; g.

Identifies possible

areas of

compliance

issues and

w

orks tow

ards the resolution of the same;

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 16 of 154

h. Ensures

attendance of

Board m

embers

and

key officers

to relevant trainings; and

i.

Performs

such other

duties and

responsibilities as may be provided

by the SEC.”

The Com

pliance Officer is A

tty. Jo

selito

L. B

arre

ra, Jr. He is a graduate of A

rellano University

– School

of Law

and

w

as adm

itted to the Philippine Bar in year 2006.

2. C

ompliance O

fficer has a rank of Senior V

ice President or an equivalent position w

ith adequate stature and authority in the

corporation.

CO

MP

LIAN

T The

May

30, 2017

Re

vise

d

Co

de

o

f C

orp

ora

te G

ov

ern

an

ce of D

oubleDragon

Properties Corp., provides that:

“The Board should ensure that it is assisted in its duties by a C

ompliance O

fficer, with

ad

eq

ua

te sta

ture

an

d a

uth

ority

in th

e D

D.

The Com

pliance Officer should not be a

mem

ber of the Board of Directors and

should annually

attend a

training on

corporate governance.” 3.

Com

pliance Officer is not a m

ember of

the board. C

OM

PLIA

NT

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that: “The Board should ensure that it is assisted in its duties by a C

ompliance O

fficer, with

adequate stature and authority in the D

D.

The

C

om

plia

nc

e O

ffice

r sh

ou

ld n

ot

be

a

m

em

be

r o

f th

e

Bo

ard

o

f D

irec

tors and

should

annually attend

a training

on corporate governance.”

4. C

ompliance O

fficer attends training/s on corporate governance.

CO

MP

LIAN

T Provide inform

ation on or link/reference to a docum

ent containing inform

ation on the

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that:

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 17 of 154

corporate governance training attended, including num

ber of hours and

topics covered

“The Board should ensure that it is assisted in its duties by a C

ompliance O

fficer, with

adequate stature and authority in the D

D.

The Com

pliance Officer should not be a

mem

ber of the Board of Directors and

sho

uld

a

nn

ua

lly

atte

nd

a

tra

inin

g

on

c

orp

ora

te g

ov

ern

an

ce.”

The training attended by the Com

pliance O

fficer regarding corporate governance is the

5th

Annual

GG

APP

Forum

Good

Governance, Ethics and

Com

pliance held at C

onrad Manila on M

ay 24, 2017.

P

rinc

iple

2: The fiduciary roles, responsibilities and accountabilities of the Board as provided under the law

, the company’s articles and

by-laws, and

other legal pronouncem

ents and guidelines should be clearly m

ade known to all directors as w

ell as to stockholders and other stakeholders

. Re

co

mm

en

da

tion

2.1

1. D

irectors act on a fully informed basis, in

good faith, with due diligence and

care, a

nd in the best interest of the com

pany.

CO

MP

LIAN

T Provide inform

ation or reference to a docum

ent containing information on

how the directors perform

ed their duties (can include board resolutions, m

inutes of meeting)

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that: “The

fiduciary roles,

responsibilities and

accountabilities of the Board as provided under the law

, the company’s articles and

by-laws, and

other legal pronouncements

and guidelines, should be clearly m

ade know

n to

all directors

as w

ell as

to shareholders and other stakeholders. The Board m

embers should act on a fully

informed basis, in good faith, w

ith due

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 18 of 154

diligence and care, and in the best interest

of the company and

all shareholders.” R

ec

om

me

nd

atio

n 2

.2

1. Board oversees the developm

ent, review

and

approval of the company’s business

objectives and strategy.

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on how the directors

performed this function (can include

board resolutions, minutes of

meeting)

Indicate frequency of review of

business objectives and strategy

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that: “The

Board should

oversee the

development

of and

approve

the com

pany’s business

objectives and

strategy,

and

monitor

their im

plementation, in order to sustain the

company’s

long-term

viability and

strength.” The

frequency of

review

of business

objectives and strategy is from

time to

time.

2. Board oversees and

monitors the

implem

entation of the company’s business

objectives and strategy.

CO

MP

LIAN

T

Su

pp

lem

en

t to R

ec

om

me

nd

atio

n 2

.2 1.

Board has a clearly defined and updated

vision, mission and

core values. C

OM

PLIA

NT

Indicate or provide link/reference to a docum

ent containing the com

pany’s vision, mission and

core values. Indicate frequency of review

of the vision, m

ission and core values.

http://ww

w.doubledragon.com

.ph/page/vision-m

ission-core-values

2. Board has a strategy execution process that facilitates effective m

anagement

performance and

is attuned to the com

pany’s business environment, and

culture.

CO

MP

LIAN

T Provide inform

ation on or link/reference to a docum

ent containing inform

ation on the stra

tegy execution process.

The Board

has a

strategy execution

process by

providing trainings

and sem

inars about corporate governance to the M

anagement of the com

pany for its effective perform

ance.

Re

co

mm

en

da

tion

2.3

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 19 of 154

1. Board is headed by a com

petent and

qualified Chairperson.

CO

MP

LIAN

T Provide inform

ation or reference to a docum

ent containing information on

the Chairperson, including his/her

name and

qualifications

DoubleD

ragon Properties

Corp.’s

Chairperson is M

r. Edgar J. Sia II. http://w

ww

.doubledragon.com.ph/page

/board-of-directors R

ec

om

me

nd

atio

n 2

.4

1. Board ensures and

adopts an effective succession planning program

for directors, key officers and m

anagement.

CO

MP

LIAN

T D

isclose and provide inform

ation or link/reference to a docum

ent containing inform

ation on the com

pany’s succession planning policies and

programs and

its im

plementation

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that:

N

om

ina

tion

an

d S

uc

ce

ssion

“The Board should have and disclose in its

Code a form

al and transparent board nom

ination and election policy that should include how

it accepts nominations from

m

inority shareholders

and

reviews

nominated cand

idates. The policy should also

include an

assessment

of the

effectiveness of the Board’s processes and procedures in the nom

ination, election, or replacem

ent of a director. In addition, its process

of identifying

the quality

of directors

should be

aligned w

ith the

strategic direction of the com

pany. For Executive and

Non-executive D

irectors:

The election of all Directors is held during

each regular stockholders’ meeting, unless

a vacancy occurred which shall be filled in

imm

ediately during a meeting called for

the purpose and the person so elected shall serve only the unexpired portion of his predecessor in office.

2. Board adopts a policy on the retirem

ent for directors and

key officers. C

OM

PLIA

NT

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 20 of 154

For Independent Directors:

1.

The nom

ination of

the independent

director shall

be conducted

by the

Nom

ination C

omm

ittee prior

to a

stockholders’ m

eeting.

All recom

mendations shall be signed by the

nominating stockholders together w

ith the acceptance and

conformity by the w

ould-

be nominees.

2. After the nom

ination, the Nom

ination C

omm

ittee shall

prepare a

final list of

candidates

which

shall contain

all the

information about all the nom

inees for the independent directors. The list shall be m

ade available to the SEC and

to all the stockholders

through the

filing and

distribution of the Information Statem

ent or Proxy Statem

ent, or in such other reports the C

orporation is required to submit to the

Com

mission.

3. Only nom

inees whose nam

es appear on the Final List of C

andidates shall be eligible for election as an Independent D

irector. N

o other nomination shall be entertained

after the Final List of Candidates shall have

been prepared. No further nom

ination shall be entertained or allow

ed on the floor during the actual stockholders’ m

eeting.

4. The

specific slot

for independent

directors shall

not be

filled-up

by unqualified nom

inees.

5. In case of failure of election for the

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 21 of 154

independent director, the Chairm

an of the m

eeting shall

call a

separate election

during the same m

eeting to fill up the vacancy.”

Re

co

mm

en

da

tion

2.5

1. Board aligns the rem

uneration of key officers and board m

embers w

ith long-

term interests of the com

pany.

CO

MP

LIAN

T Provide inform

ation on or link/reference to a docum

ent containing inform

ation on the com

pany’s remuneration policy and

its im

plementation, including the

relationship between rem

uneration and

performance.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides:

Re

mu

ne

ratio

n o

f Dire

cto

rs an

d O

ffice

rs “The levels of rem

uneration of DD

should be sufficient to be able to attra

ct and

retain the

services of

qualified and

competent directors and

officers. A portion

of the remuneration of executive directors

may

be structured

or be

based on

corporate and individual perform

ance. D

D m

ay establish formal and

transparent procedures

for the

development

of a

policy on

executive rem

uneration or

determination of rem

uneration levels for individual directors and

officers depending on the particular needs of the corporation. N

o director should participate in deciding on his rem

uneration. D

D’s annual reports and

information and

proxy statem

ents shall include

a clear,

concise and understand

able disclosure of all fixed and

variable com

pensation that m

ay be paid, directly or indirectly, to its directors and

top four (4) managem

ent officers during the preceding fiscal year.

2. Board adopts a policy specifying the relationship betw

een remuneration and

performance.

CO

MP

LIAN

T

3. D

irectors do not participate in discussions or deliberations involving his/her ow

n rem

uneration.

CO

MP

LIAN

T

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 22 of 154

To protect the funds of DD

, the Com

mission

may, in exceptional cases, e.g., w

hen a corporation

is under

receivership or

rehabilitation, regulate the payment of the

party compensation, allow

ances, fees and fringe benefits to its directors and

officers.” O

ptio

na

l: Re

co

mm

en

da

tion

2.5

1. Board approves the rem

uneration of senior executives.

CO

MP

LIAN

T Provide proof of board approval

The remuneration of senior executives is

presented to the Board of Directors for

approval.

2. C

ompany has m

easurable standards to

align the performance-based

remuneration of the executive directors

and

senior executives with long-term

interest, such as claw

back provision and

deferred bonuses.

Provide inform

ation on or link/reference to a docum

ent containing m

easurable stand

ards to align perform

ance-based rem

uneration with the long-term

interest of the com

pany.

Re

co

mm

en

da

tion

2.6

1. Board has a form

al and transparent board nom

ination and election policy.

CO

MP

LIAN

T Provide inform

ation or reference to a docum

ent containing information on

the company’s nom

ination and

election policy and process and its

implem

entation, including the criteria used in selecting new

directors, how

the shortlisted candidates and how

it encourages nom

inations from

shareholders. Provide proof if m

inority shareholders

have a right to nominate candidates

to the board

Provide information if there w

as an assessm

ent of the effectiveness of

The com

pany’s C

od

e

of

Go

ve

rna

nc

e provides that:

No

min

atio

n a

nd

Su

cc

essio

n

“The Board should have and

disclose in its C

ode a formal and transparent board

nomination and election policy that should

include how it accepts nom

inations from

minority

shareholders and

review

s nom

inated candidates. The policy should

also include

an assessm

ent of

the effectiveness of the Board’s processes and procedures in the nom

ination, election, or replacem

ent of a director. In addition, its process

of identifying

the quality

of

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 23 of 154

the Board’s processes in the nom

ination, election or replacement

of a director.

directors should

be aligned

with

the stra

tegic direction of the company.

For Executive and N

on-executive Directors:

The election of all D

irectors is held during each regular stockholders’ m

eeting, unless a vacancy occurred w

hich shall be filled in im

mediately during a m

eeting called for the purpose and the person so elected shall serve only the unexpired portion of his predecessor in office.

For Independent D

irectors:

1. The

nomination

of the

independent director

shall be

conducted by

the N

omination

Com

mittee

prior to

a stockholders’

meeting.

All

recomm

endations shall be signed by the nom

inating stockholders together with the

acceptance and conform

ity by the would

-be nom

inees. 2. A

fter the nomination, the N

omination

Com

mittee

shall prepare

a final list

of cand

idates w

hich shall

contain all

the inform

ation about all the nominees for the

independent directors. The list shall be m

ade available to the SEC and

to all the stockholders

through the

filing and

distribution of the Information Statem

ent or Proxy Statem

ent, or in such other reports the C

orporation is required to submit to the

Com

mission.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 24 of 154

3. Only nom

inees whose nam

es appear on the Final List of C

andidates shall be eligible for election as an Independent D

irector. N

o other nomination shall be entertained

after the Final List of Candidates shall have

been prepared. No further nom

ination shall be entertained or allow

ed on the floor during the actual stockholders’ m

eeting.

4. The

specific slot

for independent

directors shall

not be

filled-up

by unqualified nom

inees.

5. In case of failure of election for the independent director, the C

hairman of the

meeting

shall call

a separate

election during the sam

e meeting to fill up the

vacancy.” Below

is the company’s N

omination and

Ele

ctio

n P

olic

y:

P

RO

CED

UR

E

PR

OC

ESS

AD

OP

TED

C

RITE

RIA

A. S

ELE

CTIO

N A

ND

APP

OIN

TMEN

T Exe

cu

tive

D

irec

tors a

nd

N

on

-Exe

cu

tive

D

irec

tors

The election

of all D

irectors is

held during each regular stockholders’

meeting,

unless a

vacancy

1. Holder of at least one (1) share of a

capital stock of the C

ompany.

2. Must be a

college graduate or equivalent

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 25 of 154

occurred w

hich shall

be filled

in im

mediatel

y during

a m

eeting called

for the purpose and

the

person so

elected shall

serve only

the unexpired portion

of his predecessor in office.

academic

degree. 3.

Must

have practical understand

ing

of the

business of

the C

ompany.

4. M

embershi

p in

good stand

ing in

relevant industry, business

or professional organizations. 5. M

ust have previous business experience.

Ind

ep

en

de

nt

Dire

cto

rs 1.

The nom

ination of

the independent

director shall

be conducted by

the N

omination

Com

mittee

prior to

a

1. He

shall have

at least

one (1) share of stock of the corporation. 2.

He shall

be at least a

college graduate or

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 26 of 154

stockholders’

meeting.

All

recomm

endations shall

be sig

ned by

the nom

inating stockholders

together w

ith the

acceptance

and conform

ity by

the w

ould-be

nominees.

2. After the

nomination,

the N

omination

Com

mittee

shall prepare

a final

list of

candidates

which

shall contain

all the inform

ation about

all the nom

inees for

the independe

he shall

have been

engaged or exposed to the business of

the corporation for at least five

(5) years. 3.

He shall

possess integrity and

probity. 4.

He shall

be assiduous.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 27 of 154

nt directors. The list shall be

made

available to the

SEC

and

to all

the stockholders

through the

filing and

distribution of

the Inform

ation Statem

ent or

Proxy Statem

ent, or

in such

other reports

the C

orporation is required to subm

it to the C

omm

ission. 3.

Only

nominees

whose

names

appear on

the Final List of C

andidates

shall be

eligible for

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 28 of 154

election as

an Independent

Director.

No

other nom

ination shall

be entertained after

the Final List of C

andidates

shall have

been prepared. N

o further

nomination

shall be

entertained or

allowed

on the floor during

the actual stockholders’ m

eeting. 4.

The specific slot for independent

directors shall not be filled

-up by

unqualified nom

inees. 5. In case of failure of election for

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 29 of 154

the independent director, the C

hairman

of the m

eeting shall call a separate election during the sam

e m

eeting to fill up the vacancy.

B. R

EA

PP

OIN

TMEN

T

Exe

cu

tive

D

irec

tors

Shall follow

the process for nom

ination of directors.

Must

have all

the qualifications

and none of the disqualifications

of a

director as

mentioned

above.

No

n-

Exe

cu

tive

D

irec

tors

Shall follow

the process for nom

ination of directors.

Must

have all

the qualifications

and none of the disqualifications

of a

director as

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 30 of 154

mentioned

above.

Ind

ep

en

de

nt

Dire

cto

rs

Shall follow

the process for nom

ination of directors.

Must

have all

the qualifications

and none of the disqualifications

of a

director as

mentioned

above. C

. PER

MA

NEN

T DIS

QU

ALIFIC

ATIO

N

Exe

cu

tive

D

irec

tors

A

director perm

anently disqualified shall

be rem

oved from

the

office in

accordance

with

the C

orporation

Code

which

provides:

Section 28

of the

Corporatio

n Code:

Sec. 28. Rem

oval of directors or trustees. -

Without

prejudice to a

specific provision of law

prescribing disqualifications

of a

director, the follow

ing shall

be perm

anently disqualified of

a director:

1. A

ny person convicted by

final judgm

ent

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 31 of 154

Any

director or

trustee of a corporation m

ay be

removed

from

office by a vote of the stockholders holding or representing

at least

two-thirds

(2/3) of the outstand

ing capital stock,

or if

the corporation be

a non-

stock corporation, b

y a vote of

at least

two-thirds

(2/3) of the m

embers

entitled to

vote: Provided, That

such rem

oval shall

take place either at a

regular

or order by a com

petent judicial

or adm

inistrative body of any

crime

that (a)

involves the purchase and

sale of securities, as

defined in the SRC

; (b)

arises out

of the

person’s conduct as an underw

riter, broker, dealer, investm

ent adviser, principal, distributor, m

utual fund dealer, futures com

mission

merchant,

comm

odity trading advisor,

or floor broker; or (c) arises

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 32 of 154

meeting

of the corporation or

at a

special m

eeting called

for the purpose, and

in

either case, after previous notice

to stockholders

or m

embers of

the corporation of

the intention to propose such rem

oval at

the m

eeting. A

special m

eeting of

the stockholders

or m

embers of

a corporation for

the purpose

of

out of

his fiduciary relationship w

ith a

bank, quasi-bank, trust com

pany, investm

ent house or as an affiliated person

of any

of them

.

2. A

ny person w

ho, by

reason of

misconduct

, after

hearing, is

permanentl

y enjoined

by a

final judgm

ent or order of the C

omm

ission or any court or adm

inistrative body of com

petent jurisdiction from

: (a)

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 33 of 154

removal

of directors

or trustees,

or any

of them

, m

ust be

called by

the secretary on order of the presid

ent or on

the w

ritten dem

and of

the stockholders representing or holding at

least a

majority

of the outstand

ing capital stock, or, if it be

a non-

stock corporation,

on the

written

demand

of a

majority

of the

mem

bers entitled

to vote.

acting as

underwriter,

broker, dealer, investm

ent adviser, principal distributor, m

utual fund dealer, futures com

mission

merchant,

comm

odity trading advisor,

or floor broker; (b)

acting as

director or officer of a

bank, quasi-bank, trust com

pany, investm

ent house,

or investm

ent com

pany; (c) engaging in or continuing any conduct or practice

in any

of the

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 34 of 154

Should the

secretary fail or refuse to

call the

special m

eeting upon

such dem

and or

fail or refuse to give the notice, or if there

is no

secretary, the call for the m

eeting m

ay be

addressed directly

to the stockholders

or m

embers

by any

stockholder or m

ember

of the

corporation sig

ning the

demand

. N

otice of

the tim

e and

place

of such

meeting, as

well

as of

capacities m

entioned in

sub-

paragraphs (a) and

(b) above,

or w

illfully violating the

laws

that govern securities and

banking activities.

3. A

ny person convicted by

final judgm

ent or order by a

court or

competent

administrati

ve body of an

offense involving m

oral turpitude, fraud, em

bezzlement,

theft, estafa, counterfeiting, m

isappropri

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 35 of 154

the intention to propose such rem

oval, m

ust be

given by

publication or

by w

ritten notice prescribed in

this C

ode. Rem

oval m

ay be

with

or w

ithout cause: Provided, That rem

oval w

ithout cause m

ay not be used to

deprive m

inority stockholders

or m

embers of

the right of representation to w

hich they

may

be entitled

under

ation, forgery, bribery, false affirm

ation, perjury

or other fraudulent acts.

4. A

ny person w

ho has

been adjudged by

final judgm

ent or order of the C

omm

ission,

court, or

competent

administrati

ve body to have w

illfully violated, or w

illfully aided, abetted, counseled, induced

or procured the violation

of any provision of

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 36 of 154

Section 24

of this

Code.

the C

orporation

Code,

SRC or any

other law

adm

inistered

by the

Com

mission

or BSP

or any

of its

rule, regulation or order.

5. A

ny person earlier elected

as independent

director w

ho becom

es an

officer, em

ployee or consultant of the sam

e corporation. 6.

Any

person judicially declared as insolvent.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 37 of 154

7. Judgm

ent or order of a foreign court

or equivalent financial regulatory authority of acts, violations or m

isconduct sim

ilar to

any of

the acts, violations or m

isconduct enum

erated

in paragraphs 1

and

5 above.

8. C

onviction by

final judgm

ent of

an offense punishable by im

prisonme

nt for more

than six (6) years, or a violation

of

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 38 of 154

the C

orporation

Code

comm

itted w

ithin five

(5) years

prior to the date of his election

or appointm

ent.

Note: Sam

e criteria

is applied

for Independent D

irectors.

D. TE

MP

OR

AR

Y D

ISQ

UA

LIFICA

TION

Exe

cu

tive

D

irec

tors a

nd

N

on

-Exe

cu

tive

Dire

cto

rs

Directors

elected or

appointed w

ithout possessing the qualifications m

entioned herein

or possessing the disqualifications as w

ell shall vacate their

1. Refusal to com

ply w

ith the

disclosure requirem

ents

of SEC

and

its IRR’s. The disqualification shall be in effect as long as the refusal persists. 2. A

bsence in

more

than fifty

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 39 of 154

positions im

mediatel

y.

(50) percent

of all

regular and

special m

eetings of the

Board during

his incum

bency,

or any

twelve

(12) m

onth period during

the said

incum

bency, unless the absence

is due

to illness, death in the im

mediate

family

or serious accident. The disqualification

shall apply

for purposes of the succeeding election. 3.

Dism

issal or term

ination for cause as

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 40 of 154

director of

any corporation covered by this

Code.

The disqualification shall be in

effect until he w

as cleared him

self from

any involvem

ent

in the

cause that

gave rise to his dism

issal or term

ination. 4.

If the

beneficial equity ow

nership of

an independent

director in

the corporation or

its subsid

iaries and

affiliates exceeds tw

o percent

of

SEC Form – I-ACG

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ec2017 Page 41 of 154

its subscribed capital stock. The disqualification shall be lifted if the lim

it is later com

plied w

ith. 5. If any of the judgm

ents or

orders cited in the grounds for perm

anent disqualification has not yet becom

e final. A

tem

porarily disqualified director shall, w

ithin sixty

(60) business days

from

such disqualification,

take the appropriat

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 42 of 154

e action to rem

edy or

correct the

disqualification. If he fails

or refuses

to do

so for

unjustified reasons, the disqualification

shall becom

e perm

anent.

Ind

ep

en

de

nt

Dire

cto

rs

Directors

elected or

appointed w

ithout possessing the qualifications m

entioned herein

or possessing the disqualifications as w

ell shall vacate their positions im

mediatel

y.

Same

as above,

in addition

to possession of

the disqualifications to be an independent director.

SEC Form – I-ACG

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ec2017 Page 43 of 154

E. R

EM

OV

AL

Exe

cu

tive

D

irec

tors /

No

n-

Exe

cu

tive

D

irec

tors/

Ind

ep

en

de

nt

Dire

cto

rs

A

director shall

be rem

oved from

office

in accordance

with

the C

orporation

Code

which

provides:

Section 28

of the

Corporatio

n Code:

Sec. 28. Rem

oval of directors or trustees. - A

ny director

or trustee of a corporation m

ay be

removed

from

office by a vote of the stockholders holding or representing

at least

two-thirds

Possession of

the grounds for perm

anent disqualifications

and

those provided under applicable law

s.

SEC Form – I-ACG

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ec2017 Page 44 of 154

(2/3) of the outstand

ing capital stock,

or if

the corporation be

a non-

stock corporation, b

y a vote of

at least

two-thirds

(2/3) of the m

embers

entitled to

vote: Provided, That

such rem

oval shall

take place either at a

regular m

eeting of

the corporation or

at a

special m

eeting called

for the purpose, and

in

either case, after previous notice

to

SEC Form – I-ACG

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ec2017 Page 45 of 154

stockholders

or m

embers of

the corporation of

the intention to propose such rem

oval at

the m

eeting. A

special m

eeting of

the stockholders

or m

embers of

a corporation for

the purpose

of rem

oval of

directors or

trustees, or

any of

them,

must

be called

by the

secretary on order of the presid

ent or on

the w

ritten dem

and of

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 46 of 154

the stockholders representing or holding at

least a

majority

of the outstand

ing capital stock, or, if it be

a non-

stock corporation,

on the

written

demand

of a

majority

of the

mem

bers entitled

to vote. Should

the secretary fail or refuse to

call the

special m

eeting upon

such dem

and or

fail or refuse to give the notice, or if there

is no

secretary, the call for

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 47 of 154

the m

eeting m

ay be

addressed directly

to the stockholders

or m

embers

by any

stockholder or m

ember

of the

corporation sig

ning the

demand

. N

otice of

the tim

e and

place

of such

meeting, as

well

as of

the intention to propose such rem

oval, m

ust be

given by

publication or

by w

ritten notice prescribed in

this C

ode.

SEC Form – I-ACG

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ec2017 Page 48 of 154

Removal

may

be w

ith or

without

cause: Provided, That rem

oval w

ithout cause m

ay not be used to

deprive m

inority stockholders

or m

embers of

the right of representation to w

hich they

may

be entitled

under Section

24 of

this C

ode.

F. REIN

STA

TEM

EN

T

Exe

cu

tive

D

irec

tors

The process for reinstatem

ent

of a

director shall

be sim

ilar to

the process for

To be

reinstated, a

director m

ust possess

all the qualifications

and

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 49 of 154

nomination

and

election of

directors.

none of the disqualifications

for a

director provided herein.

No

n-E

xe

cu

tive

Dire

cto

rs

The process for reinstatem

ent

of a

director shall

be sim

ilar to

the process for nom

ination and

election

of directors.

To be

reinstated, a

director m

ust possess

all the qualifications

and none of the disqualifications

for a

director provided herein.

Ind

ep

en

de

nt

Dire

cto

rs

The process for reinstatem

ent

of a

director shall

be sim

ilar to

the process for nom

ination and

election

of directors.

To be

reinstated, a

director m

ust possess

all the qualifications

and none of the disqualifications

for a

director provided herein.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 50 of 154

G

. SU

SP

EN

SIO

N

Exe

cu

tive

D

irec

tors /

No

n-

Exe

cu

tive

D

irec

tors/

Ind

ep

en

de

nt

Dire

cto

rs

The Com

pany removes a

director either

permanently

or tem

porarily.

2. Board nom

ination and election policy is

disclosed in the company’s M

anual on C

orporate Governance.

CO

MP

LIAN

T The

May

30, 2017

Re

vise

d

Co

de

o

f C

orp

ora

te G

ov

ern

an

ce of D

oubleDragon

Properties Corp., provides that:

N

om

ina

tion

an

d S

uc

ce

ssion

“The Board should have and disclose in its

Code a form

al and transparent board nom

ination and election policy that should

include how it accepts nom

inations from

minority

shareholders and

review

s nom

inated candidates. The policy should

also include

an assessm

ent of

the effectiveness of the Board’s processes and procedures in the nom

ination, election, or replacem

ent of a director. In addition, its process

of identifying

the quality

of directors

should be

aligned w

ith the

strategic direction of the com

pany. For Executive and

Non-executive D

irectors:

The election of all Directors is held during

each regular stockholders’ meeting, unless

a vacancy occurred which shall be filled in

imm

ediately during a meeting called for

the purpose and the person so elected shall serve only the unexpired portion of his

3. Board nom

ination and election policy

includes how the com

pany accepted nom

inations from m

inority shareholders.

CO

MP

LIAN

T

4. Board nom

ination and election policy

includes how the board shortlists

candidates.

CO

MP

LIAN

T

5. Board nom

ination and election policy

includes an assessment of the

effectiveness of the Board’s processes in the nom

ination, election or replacement

of a director.

CO

MP

LIAN

T

6. Board has a process for identifying the quality of directors that is aligned w

ith the stra

tegic direction of the company.

CO

MP

LIAN

T

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 51 of 154

predecessor in office.

For Independent Directors:

1.

The nom

ination of

the independent

director shall

be conducted

by the

Nom

ination C

omm

ittee prior

to a

stockholders’ m

eeting.

All recom

mendations shall be signed by the

nominating stockholders together w

ith the acceptance and

conformity by the w

ould-

be nominees.

2. After the nom

ination, the Nom

ination C

omm

ittee shall

prepare a

final list of

candidates

which

shall contain

all the

information about all the nom

inees for the independent directors. The list shall be m

ade available to the SEC and

to all the stockholders

through the

filing and

distribution of the Information Statem

ent or Proxy Statem

ent, or in such other reports the C

orporation is required to submit to the

Com

mission.

3. Only nom

inees whose nam

es appear on the Final List of C

andidates shall be eligible for election as an Independent D

irector. N

o other nomination shall be entertained

after the Final List of Candidates shall have

been prepared. No further nom

ination shall be entertained or allow

ed on the floor during the actual stockholders’ m

eeting.

4. The

specific slot

for independent

directors shall

not be

filled-up

by unqualified nom

inees.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 52 of 154

5. In case of failure of election for the independent director, the C

hairman of the

meeting

shall call

a separate

election during the sam

e meeting to fill up the

vacancy.”

Op

tion

al: R

ec

om

me

nd

atio

n to

2.6

1. C

ompany uses professional search firm

s or other external sources of candidates (such a

s director databases set up by director or shareholder bodies) w

hen searching for cand

idates to the board of directors.

Identify the professional search firm

used or other external sources of cand

idates

Re

co

mm

en

da

tion

2.7

1. Board has overall responsibility in ensuring that there is a group

-wide policy and

system

governing related party transactions (RPTs) and

other unusual or infrequently occurring transactions.

CO

MP

LIAN

T Provide inform

ation on or reference to a docum

ent containing the com

pany’s policy on related party transaction, including policy on review

and approval of significant

RPTs Identify transactions tha

t were

approved pursuant to the policy.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that: The Board m

ay also organize a Related Party Transaction (RPT) C

omm

ittee, which

should be

tasked w

ith review

ing all

material related party transaction of the

company and

should be composed of at

least three non-executive directors, two of

whom

should be independent, including the C

hairman.

The com

pany has

a policy

regarding Related

Party Transactions

through the

Conflict of Interest Policy:

http://ww

w.doubledragon.com

.ph/ir/com

panys-policies

2. RPT policy includes appropriate review

a

nd approval of m

aterial RPTs, which

guarantee fairness and transparency of

the transactions.

CO

MP

LIAN

T

3. RPT policy encom

passes all entities within

the group, taking into account their size, structure, risk profile and

complexity of

operations.

CO

MP

LIAN

T

Su

pp

lem

en

t to R

ec

om

me

nd

atio

ns 2

.7

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 53 of 154

1. Board clearly defines the threshold for disclosure and approval of RPTs and

categorizes such transactions according to those that are consid

ered de minim

is or transactions that need not be reported or a

nnounced, those that need to be disclosed, and

those that need prior shareholder approval. The aggregate am

ount of RPTs within any tw

elve (12) m

onth period should be considered for purposes of applying the thresholds for disclosure and approval.

CO

MP

LIAN

T Provide inform

ation on a materiality

threshold for RPT disclosure and approval, if any. Provide inform

ation on RPT categories

Under Paragraph

4 of

the com

pany’s C

on

flict o

f Inte

rest P

olic

y, A director w

ho is related w

ith one of the Com

pany’s supplier or client, or the ow

ner or representative of the supplier, client, or any person or entity w

ho has

business dealings

with

the C

ompany, w

ithin the 4th civil degree of

consanguinity or affinity, should disclose such relationship w

ith the Board.

The requisites for approval are: (a) the present

of the

Director

in the

Board m

eeting in

which

the transaction

or contract w

as approved was not necessary

to constitute a quorum for such m

eeting; (b) That the vote of said D

irector was not

necessary for

the approval

of the

transaction or contract; and (c) tha

t the transaction

or contract

is fair

and reasonable under the circum

stances. 2.

Board establishes a voting system w

hereby a

majority of non-related party

shareholders approve specific types of related party transactions during shareholders’ m

eetings.

CO

MP

LIAN

T Provide inform

ation on voting system,

if any. Under paragraph 4.4 of the com

pany’s C

on

flict o

f Inte

rest P

olic

y, the transaction or contract m

ay be ratified by the vote of the shareholders representing at least tw

o-thirds (2/3) of the outstand

ing capital stock in a m

eeting called for the purpose, provided that full disclosure of the adverse interest of the D

irectors/s is made at such

meeting.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 54 of 154

Re

co

mm

en

da

tion

2.8

1. Board is prim

arily responsible for approving the selection of M

anagement led by the

Chief Executive O

fficer (CEO

) and the

heads of the other control functions (Chief

Risk Officer, C

hief Com

pliance Officer and

C

hief Audit Executive).

CO

MP

LIAN

T Provide inform

ation on or reference to a docum

ent containing the Board’s policy and

responsibility for approving the selection of m

anagement.

Identity the Managem

ent team

appointed

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of Double D

ragon Properties C

orp., provides that:

“The Board

should be

responsible for

ensuring and

adopting

an effective

succession planning program for directors,

key officers and m

anagement to ensure

growth and a continued increase in the

shareholders’ value. This

should include

adopting a policy on the retirement age

for directors and key officers as part of

managem

ent succession and to prom

ote dynam

ism in the corporation.”

The Managem

ent Team is com

posed of: http://w

ww

.doubledragon.com.ph/page

/managem

ent-team

2. Board is prim

arily responsible for assessing the perform

ance of Managem

ent led by the C

hief Executive Officer (C

EO) and

the heads of the other control functions (C

hief Risk O

fficer, Chief C

ompliance O

fficer and

Chief A

udit Executive).

CO

MP

LIAN

T Provide inform

ation on or reference to a docum

ent containing the Board’s policy and

responsibility for assessing the perform

ance of m

anagement.

Provide information on the

assessment process and

indicate frequency of assessm

ent of perform

ance.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that:

“The Board

should be

responsible for

ensuring and

adopting

an effective

succession planning program for directors,

key officers and m

anagement to ensure

growth and a continued increase in the

shareholders’ value. This

should include

adopting a policy on the retirement age

for directors and key officers as part of

managem

ent succession and to prom

ote dynam

ism in the corporation”

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 55 of 154

Re

co

mm

en

da

tion

2.9

1. Board establishes an effective perform

ance managem

ent framew

ork that ensures that M

anagement’s

performance is at par w

ith the standards

set by the Board and Senior M

anagement.

CO

MP

LIAN

T Provide inform

ation on or link/reference to a docum

ent containing the Board’s perform

ance m

anagement fram

ework for

managem

ent and personnel.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that: “The

Board should

formulate

the corporation’s

vision, m

ission, stra

tegic objectives, policies and

procedures that shall

guide its

activities, including

the m

eans to

effectively m

onitor M

anagement’s perform

ance. A

nd that they:

“Provide sound

strategic policies

and guidelines to the corporation on m

ajor capital expenditures. Establish program

s that can sustain its long-term

viability and strength. Periodically evaluate and

monitor

the implem

entation of such policies and

strategies,

including the

business plans,

operating budgets

and

Managem

ent’s overall perform

ance.”

2. Board establishes an effective perform

ance managem

ent framew

ork that ensures that personnel’s perform

ance is at par w

ith the standards set by the

Board and Senior M

anagement.

CO

MP

LIAN

T

Re

co

mm

en

da

tion

2.1

0

1.

Board oversees that an appropriate internal control system

is in place.

CO

MP

LIAN

T Provide inform

ation on or link/reference to a docum

ent show

ing the Board’s responsibility for overseeing that an appropriate internal control system

is in place and w

hat is included in the internal control system

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that: “The

control

environm

ent of

the corp

oration consists of (a

) the Board

w

hich ensures that the corp

oration is

pro

perly a

nd effectively m

ana

ged

and

sup

ervised;

(b)

a

Ma

nag

ement

that

actively

ma

nag

es and

op

erates

the corp

oration in a

sound

and

prud

ent

2. The internal control system

includes a m

echanism for m

onitoring and m

anaging potential conflict of interest of the M

anagement, m

embers and

shareholders.

CO

MP

LIAN

T

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 56 of 154

ma

nner; (c)

the orga

nizationa

l a

nd

pro

cedura

l contro

ls sup

ported

b

y effective

ma

nag

ement

informa

tion

and

risk

ma

nag

ement

reporting

system

s; and

(d) a

n indep

endent a

udit

mecha

nism to m

onitor the ad

equa

cy a

nd effectiveness of the corp

oration’s

governance,

opera

tions, a

nd

informa

tion system

s, includ

ing the

reliab

ility and

integrity of fina

ncial a

nd

opera

tional

informa

tion, the

effectiveness a

nd

efficiency o

f op

erations, the sa

feguard

ing of assets,

and

co

mp

liance

with

law

s, rules,

regula

tions and

contracts.

(i) The

minim

um

internal

control

mecha

nisms for the p

erforma

nce of the

Board

’s oversight

responsib

ility m

ay

include:

a.

Definition

of the

duties

and

resp

onsibilities of the President and

CEO

w

ho is

ultima

tely a

ccountab

le for

the corp

oration’s

orga

nizationa

l a

nd op

erationa

l controls;

b. Selection

of the

person

who

p

ossesses the

ab

ility, integrity

and

expertise essentia

l for the

position o

f President and CEO

; c.

Evalua

tion of

pro

pose

d

senior m

ana

gement a

pp

ointments;

d. Selection

and

ap

pointm

ent of

qua

lified

and

co

mp

etent

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 57 of 154

ma

nagem

ent officers; and

e.

Review

of the

corpora

tion’s hum

an reso

urce po

licies, conflict of

interest situa

tions, co

mp

ensation

pro

gram

for

emp

loyees,

and

ma

nag

ement

succession pla

n. (ii) The sco

pe a

nd p

articula

rs of the system

s of effective organiza

tional a

nd

opera

tional contro

ls ma

y differ a

mong

corp

orations

dep

ending

on,

am

ong

others, the following fa

ctors: nature a

nd

com

plexity

of the

business

and

the

b

usiness culture;

volum

e, size

and

co

mp

lexity of transa

ctions; deg

ree of risks involved

; deg

ree of centraliza

tion a

nd d

elega

tion of authority; extent a

nd

effectiveness of

informa

tion technolo

gy; a

nd extent of

regulatory com

pliance.”

3. Board approves the Internal A

udit Charter.

CO

MP

LIAN

T Provide reference or link to the com

pany’s Internal Audit C

harter

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that: “D

D

ma

y esta

blish

an

internal

aud

it system

that ca

n reaso

nab

ly assure the

Board

, Ma

nag

ement a

nd sto

ckholders

that

its key

organiza

tional

and

op

erationa

l contro

ls a

re fa

ithfully co

mp

lied w

ith. The Boa

rd m

ay a

pp

oint a

n Internal A

uditor to

p

erform the a

udit

function, and

ma

y req

uire him to re

port

to a level in the org

aniza

tion that a

llows

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 58 of 154

the interna

l a

udit

activity

to fulfill

its m

and

ate. The Interna

l Aud

itor shall b

e guid

ed b

y the Interna

tional Sta

nda

rds

on Pro

fessional

Practice

of

Internal

Aud

iting.” R

ec

om

me

nd

atio

n 2

.11

1.

Board oversees that the company has in

place a sound enterprise risk managem

ent (ERM

) framew

ork to effectively identify, m

onitor, assess and m

anage key business risks.

CO

MP

LIAN

T Provide inform

ation on or link/reference to a docum

ent show

ing the Board’s oversight responsibility on the establishm

ent of a sound enterprise risk m

anagement

framew

ork and how

the board was

guided by the framew

ork. Provide proof of effectiveness of risk m

anagement stra

tegies, if any.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that:

“XII. Strengthening the Internal Control

Sy

stem

an

d E

nte

rprise

Risk

Ma

na

ge

me

nt

Fram

ew

ork

C. E

nte

rprise

Ma

na

ge

me

nt S

yste

m

DD

shall

establish a

separate, efficient

enterprise risk managem

ent function to identify,

assess and

m

onitor key

risk exposures. The risk m

anagement function

involves the follow

ing activities,

among

others:

a. D

efining a

risk m

anagement

strategy;

b. Identifying and

analyzing key risk exposures

relating to

economic,

environmental,

social and

governance (EESG) factors and

the achievem

ent of the organization’s stra

tegic objectives; c.

Evaluating and categorizing each

identified risk using the Com

pany’s predefined

risk categories

and param

eters;

2. The risk m

anagement fram

ework guides

the board in identifying units/business lines a

nd enterprise-level risk exposures, as w

ell a

s the effectiveness of risk managem

ent stra

tegies.

CO

MP

LIAN

T

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 59 of 154

d. Establishing

a risk

register w

ith clearly

defined, prioritized

and resid

ual risks; e.

Developing a risk m

itigation plan for the

most

important

risks to

the C

ompany, as defined by the risk

managem

ent strategy;

f. C

omm

unicating and

reporting

significant risk exposures including

business risks

(i.e., stra

tegic, com

pliance, operational, financial and

reputational

risks), control

issues and risk mitigation plan to the

Board Risk

Oversight

Com

mittee;

and

g. M

onitoring and

evaluating

the effectiveness of the organization’s risk m

anagement process.

Re

co

mm

en

da

tion

2.1

2

1.

Board has a Board Charter that form

alizes a

nd clearly states its roles, responsibilities

and

accountabilities in carrying out its fiduciary role.

CO

MP

LIAN

T Provide link to the com

pany’s w

ebsite where the Board C

harter is disclosed.

http://ww

w.doubledragon.com

.ph/articles/corporate-governance

and

http://ww

w.doubledragon.com

.ph/prospectus#

2. Board C

harter serves as a guide to the directors in the perform

ance of their functions.

CO

MP

LIAN

T

3. Board C

harter is publicly available and

posted on the company’s w

ebsite.

CO

MP

LIAN

T

Ad

ditio

na

l Re

co

mm

en

da

tion

to P

rinc

iple

2

1. Board has a clear insider trading policy.

CO

MP

LIAN

T Provide inform

ation on or link/reference to a docum

ent show

ing company’s insider trading

policy.

http://ww

w.doubledragon.com

.ph/files/reports/Policy_on_Insid

er_Trading.pdf

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 60 of 154

O

ptio

na

l: Prin

cip

le 2

1.

Com

pany has a policy on granting loans to directors, either forbidding the practice or ensuring that the transaction is conducted at arm

’s length basis and at

market rates.

Provide inform

ation on or link/reference to a docum

ent show

ing company’s policy on

granting loans to directors, if any.

2.

Com

pany discloses the types of decision requiring board of directors’ approval.

Indicate the types of decision requiring board of directors’ approval and

where there are

disclosed.

Prin

cip

le 3

: Board comm

ittees should be set up to the extent possible to support the effective performance of the Board’s functions, particularly w

ith respect to audit, risk m

anagement, related party transactions, and

other key corporate governance concerns, such as nomination and

rem

uneration. The composition, functions and

responsibilities of all comm

ittees established should be contained in a publicly available Com

mittee

Cha

rter. R

ec

om

me

nd

atio

n 3

.1

1. Board establishes board com

mittees that

focus on specific board functions to aid in the optim

al performance of its roles and

responsibilities.

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on all the board com

mittees established by the

company.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that: “ III. Establishing Board C

omm

ittees The

Board shall

constitute the

proper com

mittees to assist it in good corporate

governance.

i. The Executive C

omm

ittee; ii.

The Audit C

omm

ittee; iii.

Nom

ination Com

mittee;

iv. Com

pensation and Personnel

Com

mittee;

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 61 of 154

The Board may also organize the follow

ing:

v. C

orporate Governance

Com

mittee;

vi. Board Risk Oversight C

omm

ittee; vii. Related Party Transaction

Com

mittee.

Re

co

mm

en

da

tion

3.2

1.

Board establishes an Audit C

omm

ittee to enhance its oversight capability over the com

pany’s financial reporting, internal control system

, internal and external audit

processes, and com

pliance with

applicable law

s and regulations.

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on the Audit C

omm

ittee, including its functions. Indicate if it is the A

udit Com

mittee’s

responsibility to recomm

end the appointm

ent and rem

oval of the com

pany’s external auditor.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that: “The A

udit C

om

mittee sha

ll consist of at

least

three (3)

dire

ctors, w

ho

shall

prefera

bly

have

accounting

a

nd

finance b

ackgro

unds,

one of

whom

sha

ll be a

n indep

endent d

irector and

a

nother w

ith a

udit

experience.

The

chair of the A

udit C

om

mittee should

be

an

indep

endent

director.

The co

mm

ittee sha

ll ha

ve the

follow

ing

functions: a. Recom

mends the approval the Internal

Audit C

harter (IA C

harter), which form

ally defines the role of Internal A

udit and the

audit plan

as w

ell as

oversees the

implem

entation of the IA C

harter;

b. Through

the Internal

Audit

(IA)

Departm

ent, monitors and evaluates the

adequacy and

effectiveness of

the corporation’s

internal control

system,

integrity of financial reporting, and security

of physical and inform

ation assets. Well-

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 62 of 154

designed internal control procedures and processes that w

ill provide a system of

checks and balances should be in place in

order to

(a) safeguard

the com

pany’s resources

and

ensure their

effective utilization, (b) prevent occurrence of fraud and

other

irregularities, (c)

protect the

accuracy and reliability of the com

pany’s financial data, and

(d) ensure com

pliance w

ith applicable laws and

regulations; c. O

versees the Internal Audit D

epartment,

and recom

mends

the appointm

ent and

/or grounds for approval of an internal audit head or C

hief Audit Executive (C

AE).

The Audit C

omm

ittee should also approve the term

s and conditions for outsourcing internal audit services; d. Establishes and identifies the reporting line of the Internal A

uditor to enable him to

properly fulfill his duties and responsibilities.

For this purpose, he should directly report to the A

udit Com

mittee;

e. Reviews and

monitors M

anagement’s

responsiveness to

the Internal

Auditor’s

findings and recom

mendations;

f. Prior to the comm

encement of the audit,

discusses w

ith the

External A

uditor the

nature, scope and expenses of the audit,

and ensures the proper coordination if

more than one audit firm

is involved in the activity to secure p

roper coverage and m

inimize duplication of efforts;

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 63 of 154

g. Evaluates and

determines the non-audit

work, if any, of the External A

uditor, and

periodically review

s the

non-audit fees

paid to the External Auditor in relation to

the total fees paid to him and to

the corporation’s

overall consultancy

expenses. The comm

ittee should disallow

any non-audit work that w

ill conflict with his

duties as an External Auditor or m

ay pose a threat to his independence. The non-audit w

ork, if allowed, should be disclosed in the

corporation’s Annual Report and

Annual

Corporate G

overnance Report;

h. Reviews and approves the Interim

and A

nnual Financial Statements before their

submission to the Board, w

ith particular focus on the follow

ing matters:

• Any change/s in accounting policies

and practices

• Areas w

here a significant amount of

judgment has been exercised

• Significant adjustments resulting from

the audit • G

oing concern assumptions

• Com

pliance with accounting stand

ards •

Com

pliance w

ith tax,

legal and

regulatory requirements

i.

Reviews

the disposition

of the

recomm

endations in the External Auditor’s

managem

ent letter; j.

Performs

oversight functions

over the

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 64 of 154

corporation’s Internal

and External

Auditors. It ensures the independence of

Internal and External A

uditors, and that

both auditors

are given

unrestricted access

to all

records, properties

and

personnel to enable them to perform

their respective audit functions; k.

Coordinates,

monitors

and

facilitates com

pliance w

ith law

s, rules

and regulations;

l.

Recomm

ends to

the Board

the appointm

ent, reappointm

ent, rem

oval and

fees

of the

External A

uditor, duly

accredited by

the C

omm

ission, w

ho undertakes an independent audit of the corporation, and

provides an objective assurance on the m

anner by which the

financial statements should be prepared

and presented to the stockholders.”

The

Audit

Com

mittee

meets

with

the Board w

ithout the presence of the CEO

and

periodically meets w

ith the head of the internal audit.

2. A

udit Com

mittee is com

posed of at least three appropriately qualified non-executive directors, the m

ajority of whom

, including the C

hairman is independent.

NO

N-

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on the mem

bers of the A

udit Com

mittee, including their

qualifications and type of

directorship.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that: “The A

udit C

om

mittee sha

ll consist of at

least

three (3)

dire

ctors, w

ho

shall

prefera

bly ha

ve accounting

and

finance

b

ackgro

unds, one of w

hom

shall b

e an

indep

endent d

irector and

another w

ith a

udit exp

erience. The chair of the A

udit

3. A

ll the mem

bers of the comm

ittee have relevant background, know

ledge, skills, a

nd/or experience in the areas of

accounting, auditing and finance.

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on the background, know

ledge, skills, and/or experience

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 65 of 154

of the mem

bers of the Audit

Com

mittee.

Com

mittee should

be a

n indep

endent

dire

ctor. The m

embers of the A

udit Com

mittee are:

1. Mr. G

ary P. Cheng (C

hairman);

2. Mr. Ferdinand

J. Sia (Mem

ber); and

3. Ms. Rizza M

arie Joy J. Sia (Mem

ber). G

ary

P.

Ch

en

g is an investment banking

professional w

ith over

20 years

of corporate finance and

capital markets

experience. He is currently the Managing

Director and

co-founder of Fortman C

line C

apital Markets Lim

ited since 2007. Dr.

Cheng served as the form

er President/CEO

of

Am

algamated

Investment

Bancorporation from 2003 and

2008 and

former

Vice

President of

Investment

Banking at J.P. Morgan from

1993 to 2001. D

r. C

heng obtained

his doctorate

in Philosophy

from

University of

Leeds, England

in 1991. Fe

rdin

an

d J. S

ia – is the Presid

ent and C

hief O

perating Officer of Injap Investm

ents Inc. He also served as D

irector of Mang Inasal

Philippines, Inc.

from

2006-2016. He

graduated from

the

University of

the Philippines

Visayas

with

a degree

in Bachelor of A

rts in Political Science and took up law

in Arellano University School of

Law.

Rizza

Ma

rie Jo

y J. S

ia – is the Treasurer and

C

hief Finance Officer of Injap Investm

ents

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 66 of 154

Inc. She serves as the Treasurer of People’s Hotel C

orp. and as a D

irector of Hotel of A

sia, Inc. She graduated from

University of the Philippines V

isayas with a degree in

Bachelor of Science in Accountancy and

is a C

ertified Public Accountant.

4. The C

hairman of the A

udit Com

mittee is

not the Chairm

an of the Board or of any other com

mittee.

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on the Chairm

an of the A

udit Com

mittee

The Chairm

an of the Audit C

omm

ittee is M

r. Gary P. C

heng. http://w

ww

.doubledragon.com.ph/page

/board-of-directors Su

pp

lem

en

t to R

ec

om

me

nd

atio

n 3

.2

1.

Audit C

omm

ittee approves all non-audit services conducted by the external a

uditor.

CO

MP

LIAN

T Provide proof that the A

udit C

omm

ittee approved all non-audit services conducted by the external auditor.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that the Audit

Com

mittee:

“Evaluates and determ

ines that non-audit w

ork, if any, of the External Auditor, and

periodically

reviews

the non-audit

fees paid to the External A

uditor in relation to the total fees paid to him

and to the corporations’

overall consultancy

expenses. The comm

ittee should disallow

any non-audit work that w

ill conflict with his

duties as an External Auditor or m

ay pose a threat to his independence. The non-audit w

ork, if allowed, should be disclosed in the

corporation’s Annual Report and

Annual

Corporate G

overnance Report.” 2.

Audit C

omm

ittee conducts regular m

eetings and dialogues with the external

audit team

without anyone from

m

anagement present.

CO

MP

LIAN

T Provide proof that the A

udit C

omm

ittee conducted regular m

eetings and dialogues with the

external audit team w

ithout anyone from

managem

ent present.

There is

non-interference from

the

managem

ent w

hen it

comes

to the

meetings periodically done by the A

udit C

omm

ittee regarding the external audit team

.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 67 of 154

Op

tion

al: R

ec

om

me

nd

atio

n 3

.2

1. A

udit Com

mittee m

eet at least four times

during the year.

Indicate the number of A

udit C

omm

ittee meetings during the year

and provide proof

2. A

udit Com

mittee approves the

appointm

ent and rem

oval of the internal a

uditor.

Provide proof that the A

udit C

omm

ittee approved the appointm

ent and rem

oval of the internal auditor.

Re

co

mm

en

da

tion

3.3

1.

Board establishes a Corporate

Governance C

omm

ittee tasked to assist the Board in the perform

ance of its corporate governance responsibilities, including the functions that w

ere formerly

assigned to a N

omination and

Rem

uneration Com

mittee.

CO

MP

LIAN

T Provide inform

ation or reference to a docum

ent containing information on

the Corporate G

overnance C

omm

ittee, including its functions Indicate if the C

omm

ittee undertook the process of identifying the quality of directors aligned w

ith the com

pany’s strategic direction, if

applicable.

The Au

gu

st 17

, 20

18

, Min

ute

s of th

e B

oa

rd

of D

irec

tors M

ee

ting

provides that:

Ap

pro

va

l to C

rea

te a

Ne

w C

om

mitte

e

“The A

nnual Integrated

Corporate

Governance Q

uestionnaire suggests the creation

of a

Corporate

Governance

Com

mittee. The C

orporate Governance

Com

mittee assists the Board in ensuring the

effectiveness and

due observance

of sound

corporate governance

principles and

aids

in fulfilling

its corporate

governance responsibilities

and its

oversight of

the C

ompany’s

corporate governance practices w

ith respect to laws,

rules and

regulations on

corporate governance issued by the SEC

, PSE and other regulatory bodies.” Please see page 74 of the A

nnual Report: http://edge.pse.com

.ph/openDiscV

iewer.

do?edge_no=7309233b52076dcaefdfc15ec263a54d#

sthash.pxk0duLd.dpbs

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 68 of 154

2.

Corporate G

overnance Com

mittee is

composed of at least three m

embers, all

of whom

should be independent directors.

NO

N-

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on the mem

bers of the C

orporate Governance C

omm

ittee, including their qualifications and

type of directorship.

The Corporate G

overnance Com

mittee is

headed by

Chief

Justice A

rtemio

V.

Panganiban while W

illiam Tan Untiong and

Rizza Marie Joy J. Sia serve as m

embers

The m

embers

of the

Corporate

Governance

Com

mittee

are not

independent directors. 3.

Chairm

an of the Corporate G

overnance C

omm

ittee is an independent director. N

ON

-C

OM

PLIA

NT

Provide information or link/reference

to a document containing

information on the C

hairman of the

Corporate G

overnance Com

mittee.

The C

hairman

of the

Corporate

Governance C

omm

ittee is Chief Justice

Artem

io Panganiban. C

hief Justice Artem

io Panganiban is an A

dvisor to the Board. O

ptio

na

l: Re

co

mm

en

da

tion

3.3

.

1. C

orporate Governance C

omm

ittee meet

at least tw

ice during the year.

Indicate the number of C

orporate G

overnance Com

mittee m

eetings held during the year and

provide proof thereof.

Re

co

mm

en

da

tion

3.4

1.

Board establishes a separate Board Risk O

versight Com

mittee (BRO

C) that should

be responsible for the oversight of a com

pany’s Enterprise Risk Managem

ent system

to ensure its functionality and

effectiveness.

NO

N-

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on the Board Risk O

versight Com

mittee (BRO

C),

including its functions

The com

pany has

yet to

establish the

Board Risk Oversight C

omm

ittee (BROC

).

2. BRO

C is com

posed of at least three m

embers, the m

ajority of whom

should be independent directors, including the C

hairman.

NO

N-

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on the mem

bers of the BRO

C, including their qualifications

and type of directorship

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 69 of 154

3. The C

hairman of the BRO

C is not the

Chairm

an of the Board or of any other com

mittee.

NO

N-

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on the Chairm

an of the BRO

C

4.

At least one m

ember of the BRO

C has

relevant thorough knowledge and

experience on risk and risk m

anagement.

NO

N-

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on the background, skills, and

/or experience of the mem

bers of the BRO

C.

R

ec

om

me

nd

atio

n 3

.5

1. Board establishes a Related Party Transactions (RPT) C

omm

ittee, which is

tasked with review

ing all material related

party transactions of the company.

NO

N-

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on the Related Party Transactions (RPT) C

omm

ittee, including its functions.

The com

pany has

yet to

establish the

Related Party

Transaction (RPT)

Com

mittee.

2. RPT C

omm

ittee is composed of at least

three non-executive directors, two of

whom

should be independent, including the C

hairman.

NO

N-

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on the mem

bers of the RPT C

omm

ittee, including their qualifications and

type of directorship.

Re

co

mm

en

da

tion

3.6

1. A

ll established comm

ittees have a C

omm

ittee Charter stating in plain term

s their respective purposes, m

emberships,

structures, operations, reporting process, resources and other relevant inform

ation.

CO

MP

LIAN

T Provide inform

ation on or link/reference to the com

pany’s com

mittee charters, containing all

the required information, particularly

the functions of the Com

mittee that

is necessary for performance

evaluation purposes.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that: (i)

The

Ex

ec

utiv

e C

om

mitte

e

The Executive C

omm

ittee shall consist of at

least (3)

mem

bers of

the Board.

Mem

bers of

the C

omm

ittee shall

be

2. C

omm

ittee Charters provide stand

ards for evaluating the perform

ance of the C

omm

ittees.

CO

MP

LIAN

T

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 70 of 154

appointed by the Board, w

ho shall also appoint a C

omm

ittee Chairperson and

Com

mittee

Secretary. In

accordance w

ith this, mem

bers of the Com

mittee m

ay be

removed

or replaced,

and

any vacancies in the C

omm

ittee shall be filled by the Board.

The

Executive C

omm

ittee’s prim

ary purpose is to function w

hen the Board is not in session. The C

omm

ittee shall have all the pow

er and authority of the Board

in the governance, managem

ent and

direction of the business and affairs of the

Com

pany except

for those

matters

expressly provided for in Section 35 of the C

orporation Code, the C

ompany’s By-

Laws and

other pertinent laws, rules or

regulations. The Executive C

omm

ittee shall have the follow

ing duties and responsibilities:

a.

Assist the Board in overseeing the

implem

entation of strategies and sustaining the C

orporation’s long-

term success and

competitiveness

in a m

anner consistent w

ith its

mission/ vision;

b. Review

of major issues facing the

organization; c.

Monitoring

of the

operating activities of each business group;

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 71 of 154

d. D

efining and

m

onitoring the

Com

pany’s perform

ance im

provement goals;

e. D

efining group-wide policies and

actions and

overseeing

their im

plementation;

f. Fostering

the sharing

of inform

ation in

all areas

of the

business group; and

g. Perform

s other

duties and

responsibilities as the Com

mittee

may deem

appropriate within the

scope of its primary functions or as

may be assigned by the Board.

(ii)

The

Au

dit C

om

mitte

e

The A

udit C

om

mittee sha

ll consist of at

least

three (3)

dire

ctors, w

ho

shall

prefera

bly

have

accounting

a

nd

finance b

ackgro

unds,

one of

whom

sha

ll be a

n indep

endent d

irector and

a

nother w

ith a

udit

experience.

The

chair of the A

udit C

om

mittee should

be

an

indep

endent

director.

The co

mm

ittee sha

ll ha

ve the

follow

ing

functions: a. Recom

mends the approval the Internal

Audit C

harter (IA C

harter), which form

ally defines the role of Internal A

udit and the

audit plan

as w

ell as

oversees the

implem

entation of the IA C

harter;

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 72 of 154

b. Through

the Internal

Audit

(IA)

Departm

ent, monitors and evaluates the

adequacy and

effectiveness of

the corporation’s

internal control

system,

integrity of financial reporting, and security

of physical and inform

ation assets. Well-

designed internal control procedures and processes that w

ill provide a system of

checks and balances should be in place in

order to

(a) safeguard

the com

pany’s resources

and

ensure their

effective utilization, (b) prevent occurrence of fraud and

other

irregularities, (c)

protect the

accuracy and reliability of the com

pany’s financial data

, and (d

) ensure compliance

with applicable law

s and regulations;

c. Oversees the Internal A

udit Departm

ent, and

recom

mends

the appointm

ent and

/or grounds for approval of an internal audit head or C

hief Audit Executive (C

AE).

The Audit C

omm

ittee should also approve the term

s and conditions for outsourcing internal audit services; d. Establishes and identifies the reporting line of the Internal A

uditor to enable him to

properly fulfill his duties and responsibilities.

For this purpose, he should directly report to the A

udit Com

mittee;

e. Reviews and

monitors M

anagement’s

responsiveness to

the Internal

Auditor’s

findings and recom

mendations;

f. Prior to the comm

encement of the audit,

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 73 of 154

discusses w

ith the

External A

uditor the

nature, scope and expenses of the audit,

and ensures the proper coordination if

more than one audit firm

is involved in the activity to secure proper coverage and m

inimize duplication of efforts;

g. Evaluates and determ

ines the non-audit w

ork, if any, of the External Auditor, and

period

ically review

s the

non-audit fees

paid to the External Auditor in relation to

the total fees paid to him and to the

corporation’s overall

consultancy expenses. The com

mittee should disallow

any non-audit w

ork that will conflict w

ith his duties as an External A

uditor or may pose a

threat to his independence. The non-audit w

ork, if allowed, should be disclosed in the

corporation’s Annual Report and

Annual

Corporate G

overnance Report;

h. Reviews and approves the Interim

and A

nnual Financial Statements before their

submission to the Board, w

ith particular focus on the follow

ing matters:

1.

Any

change/s in

accounting policies and

practices 2.

Areas w

here a significant amount of

judgment has been exercised

3. Significant

adjustments

resulting from

the audit 4.

Going concern assum

ptions 5.

Com

pliance w

ith accounting

standards

6. C

ompliance

with

tax, legal

and

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 74 of 154

regulatory requirements

i. Review

s the

disposition of

the recom

mendations in the External A

uditor’s m

anagement letter;

j. Perform

s oversight

functions over

the corporation’s

Internal and

External A

uditors. It ensures the independence of Internal and

External Auditors, and

that both

auditors are

given unrestricted

access to

all records,

properties and

personnel to enable them

to perform their

respective audit functions; k.

Coordinates,

monitors

and

facilitates com

pliance w

ith law

s, rules

and regulations;

l.

Recomm

ends to

the Board

the appointm

ent, reappointm

ent, rem

oval and

fees

of the

External A

uditor, duly

accredited by

the C

omm

ission, w

ho undertakes an independent audit of the corporation, and

provides an objective assurance on the m

anner by which the

financial statements should be prepared

and presented to the stockholders.

The Audit C

omm

ittee meets w

ith the Board w

ithout the presence of the CEO

and periodically m

eets with the head of the

internal audit.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 75 of 154

(iii) N

om

ina

tion

Co

mm

ittee

The No

mina

tion Co

mm

ittee shall consist

of at lea

st three (3) directors, w

ho sha

ll p

referab

ly have a

ccounting a

nd fina

nce

ba

ckground

s, one of who

m sha

ll be a

n ind

epend

ent director a

nd a

nother with

aud

it exp

erience. The

chair

of

the

No

mina

tion C

om

mittee should

b

e a

n executive d

irector.

(iv)

Co

mp

en

satio

n a

nd

Pe

rson

ne

l C

om

mitte

e

The

Co

mp

ensation

and

Personnel

Com

mittee sha

ll consist of at lea

st three

(3) directors, one of w

hom

shall b

e an

indep

endent d

irector.

(v)

The

Bo

ard

ma

y a

lso o

rga

niz

e th

e

follo

win

g c

om

mitte

es:

a) A

C

orporate G

overnance C

omm

ittee that should be tasked to assist the

Board in

the perform

ance of

its corporate

governance responsibilities,

including the functions that were form

erly assigned

to a

Nom

ination and

Remuneration

Com

mittee.

It should

be com

posed of at least three mem

bers, all of w

hom should be independent directors,

including the Chairm

an.

b) A

separate

Board Risk

Oversight

Com

mittee

(BROC

) tha

t should

be responsible

for the

oversight of

a

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 76 of 154

company’s Enterprise Risk M

anagement

system

to ensure

its functionality

and

effectiveness. The

BROC

should

be com

posed of at least three mem

bers, the m

ajority of whom

should be independent directors,

including the

Chairm

an. The

Chairm

an should not be the Chairm

an of the Board or of any other com

mittee. A

t least one m

ember of the com

mittee m

ust have relevant thorough know

ledge and experience on risk and risk m

anagement.

c) A

Related Party Transaction (RPT) C

omm

ittee, which should be tasked w

ith review

ing all

material

related party

transactions of the company and

should be

composed

of at

least three

non-executive directors, tw

o of whom

should be independent, including the C

hairman.

3. C

omm

ittee Charters w

ere fully disclosed on the com

pany’s website.

CO

MP

LIAN

T Provide link to com

pany’s website

where the C

omm

ittee Cha

rters are disclosed.

http://ww

w.doubledragon.com

.ph/article/board-com

mittees

Prin

cip

le 4

: To show full com

mitm

ent to the company, the directors should devote the tim

e and attention necessary to properly and

effectively perform

their duties and responsibilities, including sufficient time to be fam

iliar with the corporation’s business.

Re

co

mm

en

da

tion

4.1

1.

The Directors attend and

actively participate in all m

eetings of the Board, C

omm

ittees and shareholders in person or

through tele-/videoconferencing conducted in accordance w

ith the rules a

nd regulations of the C

omm

ission.

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on the process and procedure for tele/videoconferencing board and

/or comm

ittee meetings.

Provide information or link/reference

to a document containing

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that: “To show

full comm

itment to the com

pany, the directors should devote the tim

e and attention

necessary to

properly and

effectively perform

their

duties and

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 77 of 154

information on the attendance and

participation of directors to Board

, C

omm

ittee and shareholders’

meetings.

responsibilities, including sufficient time to

be familiar w

ith the corporation’s business. The directors should attend and

actively participate in all m

eetings of the Board C

omm

ittees, and Shareholders, in person

or through

tele-/-videoconferencing, conducted in accordance w

ith the rules and

regulations of the Com

mission, except

when justifiable causes, such as, illness,

death in the imm

ediate family and serious

accidents, prevent them from

doing so. In Board

and

Com

mittee

meetings,

the director should review

meeting m

aterials and

if

called for,

ask the

necessary questions

or seek

clarifications and

explanations.”

2. The directors review

meeting m

aterials for all Board and

Com

mittee m

eetings. C

OM

PLIA

NT

3. The directors ask the necessary questions or seek clarifications and

explanations during the Board and

Com

mittee

meetings.

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on any questions raised or clarification/explanation sought by the directors

The mem

bers of the Board are permitted to

raise questions on items presented before

them.

There are

no im

pediments

that prevent them

from doing so.

Re

co

mm

en

da

tion

4.2

1.

Non-executive directors concurrently serve

in a maxim

um of five publicly-listed

com

panies to ensure that they have sufficient tim

e to fully prepare for minutes,

challenge Managem

ent’s proposals/view

s, and oversee the long

-term

strategy of the company.

CO

MP

LIAN

T D

isclose if the company has a policy

setting the limit of board seats that a

non-executive director can hold sim

ultaneously. Provide inform

ation or reference to a docum

ent containing information on

the directorships of the company’s

directors in both listed and non-listed

companies

Gu

ide

line

s: The guiding principle shall be that the m

aximum

num

ber of

directorship or

officership for a particular director shall be lim

ited by his ability to perform his duties

diligently. http://w

ww

.doubledragon.com.ph/page

/board-of-directors

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 78 of 154

Re

co

mm

en

da

tion

4.3

1. The directors notify the com

pany’s board before accepting a directorship in another com

pany.

NO

N -

CO

MP

LIAN

T Provide copy of w

ritten notification to the board or m

inutes of board m

eeting wherein the m

atter was

discussed.

The company has yet to form

a policy requiring directors to notify the com

pany’s Board before accepting a directorship in another com

pany.

Op

tion

al: P

rinc

iple

4

1. C

ompany does not have any executive

directors who serve in m

ore than two

boards of listed companies outsid

e of the group.

2. C

ompany schedules board of directors’

meetings before the start of the financial

year.

3. Board of directors m

eet at least six times

during the year.

Indicate the number of board

meetings during the year and

provide proof

4. C

ompany requires as m

inimum

quorum of

at least 2/3 for board decisions.

CO

MP

LIAN

T Indicate the required m

inimum

quorum

for board decisions

50 percent (50%) plus 1 is the quorum

of the m

ajority of

those present

plus one

independent director

and one

director from

Injap Investments Inc. and

one from

Honeystar Holdings Corporation.

Prin

cip

le 5

: The board should endeavor to exercise an objective and independent judgm

ent on all corporate affairs R

ec

om

me

nd

atio

n 5

.1

1.

The Board has at least 3 independent directors or such num

ber as to constitute one-third of the board, w

hichever is higher.

NO

N -

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on the number of

independent directors in the board

The Board has two (2) independent

directors.

Re

co

mm

en

da

tion

5.2

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 79 of 154

1. The independent directors possess all the qualifications and

none of the disqualifications to hold the positions.

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on the qualifications of the independent directors.

DoubleD

ragon Properties Corp. has tw

o (2) independent directors, nam

ely: 1.

Ga

ry

P.

Ch

en

g

– is

an investm

ent banking professional w

ith over 20 years of corporate finance and

capital markets

experience. He is currently the Managing

Director and

co-founder of Fortman C

line C

apital Markets Lim

ited since 2007. Dr.

Cheng served as the form

er President/CEO

of

Am

algamated

Investment

Bancorporation from 2003 and

2008 and

former

Vice

President of

Investment

Banking at J.P. Morgan from

1993 to 2001. D

r. C

heng obtained

his doctorate

in Philosophy

from

University of

Leeds, England

in 1991. 2.

Vic

en

te

S.

Pe

rez,

Jr. – served as the Secretary of the D

epartment of Energy

from 2001 to 2005 and

Managing D

irector of the Board of Investm

ents in 2001. He is also

the current

Chairm

an of

WW

F Philippines

and a

mem

ber of

WW

F –

International. M

r. Perez

has a

Master’s

Degree

in Business

Adm

inistration –

International Finance from the W

harton School University of Pennsylvania and

a Bachelor’s D

egree in Business Economics

from the University of the Philippines.

Su

pp

lem

en

t to R

ec

om

me

nd

atio

n 5

.2

1. C

ompany has no shareholder agreem

ents, by-law

s provisions, or other arrangements

that constrain the directors’ ability to vote independently.

NO

N-

CO

MP

LIAN

T Provide link/reference to a docum

ent containing information

that directors are not constrained to vote independently.

There is

a shareholders

agreement

between

Injap Investm

ents Inc.

and Honeystar Holdings C

orporation in June 2012.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 80 of 154

Re

co

mm

en

da

tion

5.3

1.

The independent directors serve for a cum

ulative term of nine years (reckoned

from 2012).

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent showing the years ID

s have served as such.

The Independent Directors are:

a) Mr. G

ary P. Cheng w

ho served as such for six (6) years; and

(b) M

r. Vicente S. Perez, Jr. who served as

such for six (6) years.

2. The com

pany bars an independent director from

serving in such capacity after the term

limit of nine years.

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on the compa

ny’s policy on term

limits for its independent

director

The current set of independent directors served for six (6) years.

3. In the instance that the com

pany retains a

n independent director in the same

capacity after nine years, the board provides m

eritorious justification and seeks shareholders’ approval during the a

nnual shareholders’ m

eeting.

CO

MP

LIAN

T Provide reference to the m

eritorious justification and

proof of shareholders’ approval during the annual shareholders’ m

eeting.

No independent director has served for

more than nine (9) years.

Re

co

mm

en

da

tion

5.4

1.

The positions of Chairm

an of the Board a

nd C

hief Executive Officer are held by

separate individuals.

NO

N -

CO

MP

LIAN

T Identify the com

pany’s Chairm

an of the Board and

Chief Executive

Officer

DoubleD

ragon Properties

Corp.’s

Chairm

an of

the Board

and

Chief

Executive Officer is Edgar J. Sia II.

2. The C

hairman of the Board and

Chief

Executive Officer have clearly defined

responsibilities.

NO

N -

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on the roles and

responsibilities of the Chairm

an of the Board and

Chief Executive O

fficer. Identify the relationship of C

hairman

and C

EO.

The By-Laws of the com

pany provides that the C

hairman and

the CEO

are one and the sam

e.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 81 of 154

Re

co

mm

en

da

tion

5.5

1.

If the Chairm

an of the Board is not an independent director, the board designates a lead director am

ong the independent directors.

NO

N-

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on a lead independent director and

his roles and

responsibilities, if any. Indicate if C

hairman is independent.

The company has yet to incorporate in its

Code of G

overnance a policy requiring that if the C

hairman of the Board is not an

independent director,

the board

designates a lead

director am

ong the

independent directors.

Re

co

mm

en

da

tion

5.6

1. D

irectors with m

aterial interest in a transaction affecting the corporation a

bstain from taking part in the

deliberations on the transaction.

NO

N-

CO

MP

LIAN

T Provide proof of abstention, if this w

as the case The com

pany currently does not have a policy

in the

Code

of C

orporate G

overnance requiring

directors w

ith m

aterial interest in a transaction affecting the corporation abstain from

taking part in the deliberations on the transaction.

Re

co

mm

en

da

tion

5.7

1.

The non-executive directors (NED

s) have separate periodic m

eetings with the

external auditor and heads of the internal

audit, com

pliance and risk functions, w

ithout any executive present.

NO

N-

CO

MP

LIAN

T Provide proof and

details of said

meeting, if any.

Provide information on the frequency

and attendees of m

eetings.

The company currently does not have a

policy in

the C

ode of

Corporate

Governance

requiring that

the non-

executive directors (NED

s) have separate

periodic meetings w

ith the external auditor and

heads

of the

internal audit,

compliance and risk functions, w

ithout any executive present. How

ever, the

mem

bers of

the A

udit C

omm

ittee meet w

ith the external auditor and

the head of the Corporation’s internal

audit to

discuss interim

and

annual

financial statements of the C

orporation.

2. The m

eetings are chaired by the lead independent director.

NO

N-

CO

MP

LIAN

T

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 82 of 154

Op

tion

al: P

rinc

iple

5

1.

None of the directors is a form

er CEO

of the com

pany in the past 2 years. C

OM

PLIA

NT

Provide name/s of com

pany CEO

for the past 2 years

The CEO

of the company for the past tw

o (2) years is M

r. Edgar J. Sia II.

Prin

cip

le 6

: The best measure of the Board’s effectiveness is through an assessm

ent process. The Board should regularly carry out evaluations to a

ppraise its performance as a body, and

assess whether it possesses the right m

ix of backgrounds and com

petencies. R

ec

om

me

nd

atio

n 6

.1

1.

Board conducts an annual self-assessment

of its performance as a w

hole. C

OM

PLIA

NT

Provide proof of self-assessments

conducted for the whole board, the

individual mem

bers, the Chairm

an and

the Com

mittees

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that:

Asse

ssing

Bo

ard

Pe

rform

an

ce

The best

measure

of the

Board’s effectiveness

is through

an assessm

ent process. The Board should regularly carry out

evaluations to

appraise its

performance

as a

body, and

assess

whether

it possesses

the right

mix

of backgrounds and

competencies.

A. B

oa

rd E

va

lua

tion

(i) The Board should conduct an annual self-assessm

ent of

its perform

ance, including

the perform

ance of

the C

hairman,

individual m

embers

and com

mittees.

Every three

years, the

assessment should be supported by an

external facilitator. (ii)

The Board should have in place a system

that

provides, a

t the

minim

um,

criteria and

process

to determ

ine the

performance of the Board, the individual

2. The C

hairman conducts a self-assessm

ent of his perform

ance.

CO

MP

LIAN

T

3. The individual m

embers conduct a self-

assessm

ent of their performance.

CO

MP

LIAN

T

4. Each com

mittee conducts a self-

assessm

ent of its performance.

CO

MP

LIAN

T

5. Every three years, the assessm

ents are supported by an external facilitator.

CO

MP

LIAN

T Identify the external facilita

tor and

provide proof of use of an external facilitator.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 83 of 154

directors, com

mittees

and

such system

should allow

for a feedback mechanism

from

the shareholders.

Re

co

mm

en

da

tion

6.2

1. Board has in place a system

that provides, a

t the minim

um, criteria and

process to determ

ine the performance of the Board,

individual directors and com

mittees.

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on the system of the

company to evaluate the

performance of the board, individual

directors and com

mittees, including

a feedback mechanism

from

shareholders

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that:

Asse

ssing

Bo

ard

Pe

rform

an

ce

The best

measure

of the

Board’s effectiveness

is throug

h an

assessment

process. The Board should regularly carry out

evaluations to

appraise its

performance

as a

body, and

assess

whether

it possesses

the right

mix

of backgrounds and

competencies.

A

. Bo

ard

Ev

alu

atio

n

(i) The Board should conduct an annual self-assessm

ent of

its perform

ance, including

the perform

ance of

the C

hairman,

individual m

embers

and com

mittees.

Every three

years, the

assessment should be supported by an

external facilitator. (ii) The Board should have in place a system

that provides, at the minim

um,

criteria and process to determ

ine the perform

ance of the Board, the individual directors, com

mittees and

such system

should allow for a feedback m

echanism

from the shareholders.

2. The system

allows for a feedback

mechanism

from the shareholders.

CO

MP

LIAN

T

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 84 of 154

Prin

cip

le 7

: Mem

bers of the Board are duty-bound to apply high ethical standards, taking into account the interests of all stakeholders.

Re

co

mm

en

da

tion

7.1

1. Board adopts a C

ode of Business Conduct

and

Ethics, which provide stand

ards for professional and

ethical behavior, as well

as articulate acceptable and

unacceptable conduct and

practices in internal and

external dealings of the com

pany.

CO

MP

LIAN

T Provide inform

ation on or link/reference to the com

pany’s C

ode of Business Conduct and

Ethics.

Bu

sine

ss C

on

du

ct

an

d E

thic

s o

f DD

PC

D

irec

tors

Se

nio

r M

an

ag

em

en

t an

d

Em

plo

ye

es

(a)

Co

nflic

t o

f Inte

rest

The basic

principle to be observed is that

a

director should

not use

his position

to profit

or gain

some

benefit or

advantage for

himself

and/or

his related interests. If an actual or potential conflict

of interest m

ay arise

on the part of

a D

irector, he should

fully and

im

mediatel

The C

ompany

fully respects the em

ployee’s private

life. How

ever, it is expected that

an em

ployee w

ould avoid situations that

could result

in a

conflict betw

een their personal interests and

those

of the

Com

pany.

2. The C

ode is properly disseminated to the

Board, senior managem

ent and

employees.

CO

MP

LIAN

T Provide inform

ation on or discuss how

the company dissem

inated the C

ode to its Board, senior m

anagement and

employees.

3. The C

ode is disclosed and m

ade available to the public through the com

pany w

ebsite.

CO

MP

LIAN

T Provide a link to the com

pany’s w

ebsite where the C

ode of Business C

onduct and Ethics is posted/

disclosed.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 85 of 154

y disclose it and

should

not participate in

the decision m

aking process.

(b)

Co

nd

uc

t o

f B

usin

ess

an

d

fair

De

alin

gs

It is a duty of a

Director

to conduct fair business transactions

with

the C

ompany

and

avoid any personal bias

with

respect to

Board decisions

Every em

ployee m

ust perform

his

duties in

accordance

with

the highest ethical and professional stand

ards of

the C

ompany

with

diligence of a

good father

of fam

ily.

(c) R

ec

eip

ts o

f gifts fro

m

third

pa

rties

It is a duty of a

Director

to conduct fair business transactions

with

the C

ompany

and

avoid any

Every em

ployee m

ust perform

his

duties in

accordance

with

the highest ethical and

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 86 of 154

personal bias

with

respect to

Board decisions.

professional stand

ards of

the C

ompany

with

diligence of a

good father of a fam

ily. Further, receipt

of gifts

from

third parties m

ust at

all tim

es be

dealt with in

a prudent

manner.

(d)

Co

mp

lian

ce

with

Law

s a

nd

R

eg

ula

tion

s

It is the duty of D

irectors to

ensure faithful com

pliance

with

all the

laws,

rules and

regulations.

It is a policy of

the C

ompany

to strictly

and

faithfully com

ply w

ith relevant law

s and

governmen

t regulations. Prom

pt com

pliance thereto is equally enforced.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 87 of 154

(e

) Re

spe

ct

for Tra

de

Se

cre

ts/Use

o

f No

n-

pu

blic

in

form

atio

n

It is the duty of D

irectors to

observe confidentiality

with

respect to

non-public inform

ation they

may

acquire by

reason of

their position

as director.

It is

a com

pany policy

that all em

ployees m

ust observe confidentiality

with

respect to

non-public inform

ation an em

ployee m

ay acquire

by reason

of their

being an em

ployee of

the C

ompany.

(f) U

se o

f C

om

pa

ny

fu

nd

s, A

ssets a

nd

In

form

atio

n

1. It is a duty of

a director

to conduct fair business transactions

with

the C

ompany

and

avoid any personal bias

with

All assets by

the C

ompany

shall be

used solely

in furtherance of

its business. Likew

ise, every em

ployee

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 88 of 154

respect to

Board decisions. 2.

It is

the duty

of a

director to

observe confidentiality

must

observe confidentiality

with

respect to

non-public inform

ation it

may

acquire by

reason of

their being

an em

ployee.

(g)

Em

plo

ym

en

t an

d La

bo

r La

ws &

P

olic

ies

It is the duty of D

irectors to

ensure faithful com

pliance

with

all the

laws,

rules and

regulations.

It is a policy of

the C

ompany

to strictly

and

faithfully com

ply w

ith relevant law

s and

governmen

t regulations. Prom

pt com

pliance thereto is equally enforced.

(h)

Disc

iplin

ary

A

ctio

n

A D

irector is disciplined, subject

to

The C

ompany

adopts the

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 89 of 154

the rules on due process, either

by rem

oval as

such perm

anently

or tem

porarily.

relevant provisions of Labor C

ode and

other

laws

and regulations, in

addition to

the C

ompany’s

Code

of C

onduct in the process of em

ployee discipline particularly the grounds for suspension or dism

issal.

(i) Wh

istle

Blo

we

r The C

ompany

abhors fraud, corruption or any other m

isconduct that

would

certainly affect

its public im

age and

goodwill.

In line with

the Code of

Conduct,

all em

ployees are required

to disclose acts related to

fraud, corruption, or any other m

isconduct that

come

to their

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 90 of 154

attention. Sim

ilarly, the C

ompany

requires its

partners and

stakeholders to disclose acts

of fraud, corruption or any other m

isconduct that involve personnel as

well

as actions that underm

ine C

ompany

Operations.

(j) Co

nflic

t R

eso

lutio

n

Directors

shall attem

pt in

good faith

to resolve

any conflict that

may

arise betw

een them

relating

to their

rights and

responsibilities provided

Conflicts

involving the C

ode of C

onduct and

corporate governance

shall be

resolved in

accordance

with

administrati

ve investigatio

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 91 of 154

in the

Articles

of Incorporation, By-Law

s and

the

Code

on C

orporate G

overnance.

n procedure.

Su

pp

lem

en

t to R

ec

om

me

nd

atio

n 7

.1

1. C

ompany has clear and

stringent policies a

nd procedures on curbing and

penalizing com

pany involvement in offering, paying

and

receiving bribes.

CO

MP

LIAN

T Provide inform

ation on or link/reference to a docum

ent containing inform

ation on the com

pany’s policy and procedure on

curbing and penalizing bribery

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides:

DIS

QU

ALIFIC

ATIO

N O

F DIR

EC

TOR

S Perm

anent Disqualification

The follow

ing shall b

e ground

s for the p

erma

nent disq

ualifica

tion of a

d

irector:

xxx xxx (iii)

Any

person

convicted

by

final

judg

ment

or ord

er b

y a

court

or co

mp

etent ad

ministra

tive bod

y of an

offense involving

mora

l turp

itude,

fraud

, emb

ezzlement, theft,

estafa

, counterfeiting,

misa

pp

rop

riation,

forgery,

brib

ery, fa

lse a

ffirma

tion, p

erjury or other fraud

ulent acts;

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 92 of 154

Also, it is a policy of the com

pany to include a provision in the contract about gift giving, to quote: “The SUPPLIER w

arrants that it has not given or prom

ised to give, solicited or will not

solicit, any money, goods or any gifts,

remuneration,

comm

ission, rebates,

compensation, directly or indirectly to any

of the officers, employees or agents or

representative of the OW

NER, its affiliates

or its subsidiaries or that of its construction

manager, architects, engineers, general

contractor or

other subcontractor,

and

their relatives up to first degree either by affinity or consanguinity or to any person, natural or juridical, connected in any w

ay to

the foregoing

(the “C

onstruction-related Parties”), as a consequence and by reason of this A

greement; or b

y reason and

in connection with the C

onstruction-related Parties office or em

ployment.”

Re

co

mm

en

da

tion

7.2

1.

Board ensures the proper and efficient

implem

entation and m

onitoring of com

pliance with the C

ode of Business C

onduct and Ethics.

CO

MP

LIAN

T Provide proof of im

plementation and

m

onitoring of compliance w

ith the C

ode of Business Conduct and

Ethics and

internal policies. Indicate w

ho are required to comply

with the C

ode of Business Conduct

and Ethics and

any findings on non-com

pliance.

The company’s C

ode of Conduct w

as m

ade effective on February 19, 2018.

2. Board ensures the proper and

efficient im

plementation and

monitoring of

compliance w

ith company internal

policies.

CO

MP

LIAN

T There

is a

strict im

plementation

of the

Code in the com

pany. In fact, comm

ission of an act tha

t is contrary to the company’s

Code m

ay be penalized by dismissal.

The employees, w

ithout any distinction as to rank, are required to com

ply with the

Code of C

onduct and internal policies.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 93 of 154

Disc

losu

re a

nd

Tran

spa

ren

cy

Prin

cip

le 8

: The company should establish corporate disclosure policies and procedures that are practical and in accordance w

ith best practices a

nd regulatory expectations.

Re

co

mm

en

da

tion

8.1

1. Board establishes corporate disclosure policies and

procedures to ensure a com

prehensive, accurate, reliable and

timely report to shareholders and other

stakeholders that gives a fair and

complete picture of a com

pany’s financial condition, results and

business operations.

CO

MP

LIAN

T Provide inform

ation on or link/reference to the com

pany’s disclosure policies and

procedures including reports distributed/m

ade

available to shareholders and other

stockholders

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides:

DIS

CLO

SU

RE A

ND

TRA

NSPA

REN

CY

VIII.

En

ha

nc

ing

C

om

pa

ny

D

isclo

sure

P

olic

ies a

nd

Pro

ce

du

res

The com

pany should establish corporate disclosure policies and

procedures that are practical and in accordance w

ith best practices and

regulatory expectations.

(i) The Board should establish corporate disclosure

policies and

procedures to

ensure a

comprehensive,

accurate, reliable and tim

ely report to shareholders and

other stakeholders that gives a fair and

complete picture of a com

pany’s financial

condition, results

and

business operations.

(ii) The C

ompany should have a policy

requiring all

directors and

officers

to disclose/report

to the

company

any dealings in the com

pany’s shares within

three business days.

(iii) The

Board should

fully disclose

all relevant

and

material

information

on

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 94 of 154

individual board

mem

bers and

key

executives to evaluate their experience and

qualifications,

and

assess any

potential conflicts of interest that might

affect their judgment.

(iv) The com

pany should provide a clear disclosure of its policies and procedure for setting Board and

executive remuneration,

as well as the level and

mix of the sam

e in the

Annual

Corporate

Governance

Report. Also, companies should disclose

the remuneration on an individual basis,

including term

ination and

retirement

provisions.

(v) The company should disclose its policies

governing Related

Party Transactions

(RPTs) and other unusual or infrequently

occurring transactions in their Manual on

Corporate G

overnance. The material or

significant RPTs review

ed and approved during the year should be disclosed in its A

nnual Corporate G

overnance Report.

(vi) The company should m

ake a full, fair, accurate

and

timely

disclosure to

the public of every m

aterial fact or event that occurs, particularly on the acquisition or disposal of significant assets, w

hich could adversely affect the viability or the interest of its shareholders and

other stakeholders. M

oreover, the

Board of

the offeree

company should appoint an independent

party to

evaluate the

fairness of

the

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 95 of 154

transaction price

on the

acquisition or

disposal of assets.

(vii) The

company’s

corporate governance

policies, program

s and

procedures should

be contained

in its

Manual on C

orporate Governance, w

hich should be subm

itted to the regulators and posted on the com

pany’s website.

Please see disclosures in the website:

http://ww

w.doubledragon.com

.ph/disclosures

Su

pp

lem

en

t to R

ec

om

me

nd

atio

ns 8

.1

1.

Com

pany distributes or makes available

annual and

quarterly consolidated reports, cash flow

statements, and

special audit revisions. C

onsolidated financial sta

tements are published w

ithin ninety (90) days from

the end of the fiscal year, while

interim reports are published w

ithin forty-five (45) days from

the end of the reporting period.

CO

MP

LIAN

T Indicate the num

ber of days w

ithin w

hich the consolidated and interim

reports were published, distributed or

made available from

the end of the fiscal year and

end of the reporting period, respectively.

The consolidated financial statements of

DoubleD

ragon Properties

Corp.

are published w

ithin ninety (90) days from the

end of the fiscal year, while interim

reports are published w

ithin forty-five (45) days from

the end of the reporting period. Please see: http://w

ww

.doubledragon.com.ph/page

/financial-reports

2. C

ompany discloses in its annual report the

principal risks associated with the identity

of the company’s controlling shareholders;

the degree of ownership concentration;

cross-holdings among com

pany affiliates; a

nd any im

balances between the

controlling shareholders’ voting power and

overall equity position in the com

pany.

CO

MP

LIAN

T Provide link or reference to the com

pany’s annual report where the

following are disclosed:

1. principal risks to m

inority shareholders associated w

ith the identity of the com

pany’s controlling shareholders;

DoubleD

ragon Properties Corp.’s A

nnual Report are published in the w

ebsite: http://w

ww

.doubledragon.com.ph/page

/financial-reports

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 96 of 154

2. cross-holdings am

ong com

pany affiliates; and

3. any im

balances between the

controlling shareholders’ voting pow

er and overall

equity position in the com

pany. R

ec

om

me

nd

atio

n 8

.2

1.

Com

pany has a policy requiring all directors to disclose/report to the com

pany any dealings in the company’s

shares within three business days.

CO

MP

LIAN

T Provide inform

ation on or link/reference to the com

pany’s policy requiring directors a

nd officers

to disclose their dealings in the com

pany’s share. Indicate actual dealings of directors involving the corporation’s shares including their nature, num

ber/percentage and date of

transaction.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides:

DIS

CLO

SU

RE A

ND

TRA

NSPA

REN

CY

V

III. En

ha

nc

ing

Co

mp

an

y D

isclo

sure

P

olic

ies a

nd

Pro

ce

du

res

The com

pany should establish corporate disclosure policies and procedures that are practical and in accordance w

ith best practices and

regulatory expectations

(ii) The Com

pany should have a policy requiring all directors and

officers to disclose/report to the com

pany any dealings in the com

pany’s shares within

three business days. http://w

ww

.doubledragon.com.ph/files/r

eports/Policy_on_Insider_Trading.pdf

2. C

ompany has a policy requiring all officers

to disclose/report to the company any

dealings in the company’s shares w

ithin three business days.

CO

MP

LIAN

T

Su

pp

lem

en

t to R

ec

om

me

nd

atio

n 8

.2 1.

Com

pany discloses the trading of the corporation’s shares by directors, officers (or persons perform

ing similar functions)

and

controlling shareholders. This includes

CO

MP

LIAN

T Provide inform

ation on or link/reference to the shareholdings of directors, m

anagement and

top 100 shareholders.

The shareholdings

of the D

irectors and

officers are indicated in the June 28, 2018 Prospectus:

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 97 of 154

the disclosure of the company's purchase

of its shares from the m

arket (e.g. share buy-back program

).

Provide link or reference to the com

pany’s Conglom

erate Map.

Please see pages 219 to 220: http://w

ww

.doubledragon.com.ph/prosp

ectus#

Re

co

mm

en

da

tion

8.3

1. Board fully discloses all relevant and

m

aterial information on individual board

mem

bers to evaluate their experience a

nd qualifications, and

assess any potential conflicts of interest that m

ight a

ffect their judgment.

CO

MP

LIAN

T Provide link or reference to the directors’ academ

ic qualifications, share ow

nership in the company,

mem

bership in other boards, other executive positions, professional experiences, expertise and

relevant trainings attended.

The information about the D

irectors are show

n on pages 210 to 211 of the June 28, 2018 Prospectus: http://w

ww

.doubledragon.com.ph/prosp

ectus#

2. Board fully discloses all relevant and

m

aterial information on key executives to

evaluate their experience and qualifications, and

assess any potential conflicts of interest that m

ight affect their judgm

ent.

CO

MP

LIAN

T Provide link or reference to the key officers’ academ

ic qualifications, share ow

nership in the company,

mem

bership in other boards, other executive positions, professional experiences, expertise and

relevant trainings attended.

The information about the Key Executives

are shown on pages 210 to 211 of the June

28, 2018 Prospectus: http://w

ww

.doubledragon.com.ph/prosp

ectus#

Re

co

mm

en

da

tion

8.4

1. C

ompany provides a clear disclosure of its

policies and procedure for setting Board

remuneration, including the level and

mix

of the same.

CO

MP

LIAN

T D

isclose or provide link/reference to the com

pany policy and practice for

setting board remuneration

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides:

REM

UN

ER

ATIO

N O

F D

IREC

TOR

S A

ND

OFFIC

ER

S

The levels of rem

uneration of D

D should

b

e sufficient to be a

ble to a

ttract a

nd

retain

the services

of qualified

a

nd

com

petent

dire

ctors a

nd

officers.

A

portion

of

the rem

uneration

of

executive dire

ctors ma

y be structured

2. C

ompany provides a clear disclosure of its

policies and procedure for setting

executive remuneration, including the

level and mix of the sam

e.

CO

MP

LIAN

T D

isclose or provide link/reference to the com

pany policy and practice for

determining executive rem

uneration

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 98 of 154

or b

e b

ase

d

on corp

orate

and

ind

ividua

l perform

ance.

DD

m

ay

estab

lish form

al

and

tra

nspa

rent p

roced

ures for

the d

evelopm

ent of a p

olicy on executive re

munera

tion or

determ

ination

of re

munera

tion levels

for ind

ividua

l d

irectors a

nd o

fficers dep

ending on the

p

articula

r needs o

f the corpora

tion. No

d

irector should

pa

rticipa

te in decid

ing

on his remunera

tion. D

D’s

annua

l rep

orts and

informa

tion and p

roxy sta

tements sha

ll include a

clea

r, concise

and

und

erstand

ab

le

disclosure

of a

ll fixed

a

nd

varia

ble

co

mp

ensation

that

ma

y b

e p

aid

, d

irectly or ind

irectly, to its directors a

nd

top

four (4)

ma

nagem

ent officers

during the preced

ing fisca

l year.

To p

rotect

the fund

s of

DD

, the

Com

mission m

ay, in excep

tional ca

ses, e.g.,

when

a

corpora

tion is

under

receivership or reha

bilita

tion, regula

te the

pa

yment

of the

com

pensa

tion, a

llowa

nces, fees and

fringe benefits to

its d

irectors and

officers. 3.

Com

pany discloses the remuneration on

an individual basis, including term

ination a

nd retirem

ent provisions.

CO

MP

LIAN

T Provide breakdow

n of director rem

uneration and executive

compensation, particularly the

remuneration of the C

EO.

The remuneration of the D

irectors is shown

on page 216 of the June 28, 2018 Prospectus: http://w

ww

.doubledragon.com.ph/prosp

ectus#

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 99 of 154

Re

co

mm

en

da

tion

8.5

1.

Com

pany discloses its policies governing Related Party Transactions (RPTs) and

other unusual or infrequently occurring transactions in their M

anual on Corporate

Governance.

CO

MP

LIAN

T D

isclose or provide reference/link to com

pany’s RPT policies Indicate if the director w

ith conflict of interest abstained from

the board discussion on that particular transaction.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides:

DIS

CLO

SU

RE A

ND

TRA

NSPA

REN

CY

V

III. En

ha

nc

ing

Co

mp

an

y D

isclo

sure

P

olic

ies a

nd

Pro

ce

du

res

The company should disclose its policies

governing Related

Party Transactions

(RPTs) and other unusual or infrequently

occurring transactions in their Manual on

Corporate G

overnance. The material or

significant RPTs review

ed and approved during the year should be disclosed in its A

nnual Corporate G

overnance Report. 2.

Com

pany discloses material or significant

RPTs reviewed and

approved during the year.

CO

MP

LIAN

T Provide inform

ation on all RPTs for the previous year or reference to a docum

ent containing the following

information on all RPTs:

1. nam

e of the related counterparty;

2. relationship w

ith the party; 3.

transaction date; 4.

type/nature of transaction; 5.

amount or contract price;

6. term

s of the transaction; 7.

rationale for entering into the transaction;

8. the required approval (i.e., nam

es of the board of directors approving, nam

es and

percentage of

Please see pages 221 to 223 of the June 28, 2018 Prospectus: http://w

ww

.doubledragon.com.ph/prosp

ectus#

It is the policy of the company that the

Board shall

conduct them

selves w

ith honesty,

integrity and

fairness

in the

performance of their duties and

in their dealings that w

ould ensure the honesty of any

related-party transactions

between

and am

ong the Com

pany, its subsidiaries

and affiliates, stockholders, officers and

directors, including their spouses, children

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 100 of 154

shareholders who approved)

based on the company’s

policy; and

9. other term

s and conditions

and parents, and

of interlocking director relationships by m

embers of the Board.

It is the policy of the company that all

transactions to be entered into by the com

pany shall be approved by the Board. The

companies

controlled by

the D

oubleDragon M

ajority Shareholders have a num

ber of comm

ercial transactions with

the Com

pany. The Com

pany had entered into

a num

ber of

transactions w

ith its

related parties, which prim

arily consist of advances

and reim

bursements

of expenses and sale and

purchase of real estate properties and

development.

Su

pp

lem

en

t to R

ec

om

me

nd

atio

n 8

.5 1.

Com

pany requires directors to disclose their interests in transactions or any other conflict of interests.

CO

MP

LIAN

T Indicate w

here and w

hen directors disclose their interests in transactions or any other conflict of interests.

Directors disclose their interest on a

particular transaction to prevent conflict of interest.

Op

tion

al : R

ec

om

me

nd

atio

n 8

.5 1.

Com

pany discloses that RPTs are conducted in such a w

ay to ensure that they are fair and

at arms’ length.

CO

MP

LIAN

T Provide link or reference w

here this is disclosed, if any

Please see pages 221 to 223 of the June 28, 2018 Prospectus: http://w

ww

.doubledragon.com.ph/prosp

ectus#

It is the policy of the company that the

Board shall

conduct them

selves w

ith honesty,

integrity and

fairness

in the

performance of their duties and

in their dealings that w

ould ensure the honesty of

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 101 of 154

any related-party

transactions betw

een and

among the C

ompany, its subsid

iaries and

affiliates, stockholders, officers and directors, including their spouses, children and

parents, and of interlocking director

relationships by mem

bers of the Board. It is the policy of the com

pany that all transactions to be entered into by the com

pany shall be approved by the Board. The

companies

controlled by

the D

oubleDragon M

ajority Shareholders have a num

ber of comm

ercial transactions with

the Com

pany. The Com

pany had entered into

a num

ber of

transactions w

ith its

related parties, w

hich primarily consist of

advances and

reimbursem

ents of

expenses and sale and purchase of real

estate properties and developm

ent.

Re

co

mm

en

da

tion

8.6

1. C

ompany m

akes a full, fair, accurate and

timely disclosure to the public of every

material fact or event tha

t occur, particularly on the acquisition or disposal of significant assets, w

hich could adversely a

ffect the viability or the interest of its shareholders and other stakeholders.

CO

MP

LIAN

T Provide link or reference w

here this is disclosed

http://ww

w.doubledragon.com

.ph/article/doubledragon-crafts-grow

th-plan-for-2020-2025

2. Board appoints an independent party to evaluate the fairness of the transaction price on the acquisition or disposal of a

ssets.

CO

MP

LIAN

T Identify independent party appointed to evaluate the fairness of the transaction price D

isclose the rules and procedures for

evaluating the fairness of the transaction p

rice, if any.

The company is aw

are of market values of

properties acquired to ensure fairness of the transaction.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 102 of 154

Su

pp

lem

en

t to R

ec

om

me

nd

atio

n 8

.6 1.

Com

pany discloses the existence, justification and

details on shareholder agreem

ents, voting trust agreements,

confidentiality agreements, and

such other agreem

ents that may im

pact on the control, ow

nership, and strategic

direction of the company.

CO

MP

LIAN

T Provide link or reference w

here these are disclosed.

The company has disclosed the existence

of an

investment

and

shareholders agreem

ent.

Re

co

mm

en

da

tion

8.7

1.

Com

pany’s corporate governance policies, program

s and procedures are contained in its M

anual on Corporate

Governance (M

CG

).

CO

MP

LIAN

T Provide link to the com

pany’s w

ebsite where the M

anual on C

orporate Governance is posted.

http://ww

w.doubledragon.com

.ph/articles/corporate-governance

2. C

ompany’s M

CG

is submitted to the SEC

a

nd PSE.

CO

MP

LIAN

T

3. C

ompany’s M

CG

is posted on its company

website.

CO

MP

LIAN

T

Su

pp

lem

en

t to R

ec

om

me

nd

atio

n 8

.7 1.

Com

pany submits to the SEC

and PSE an updated M

CG

to disclose any changes in its corporate governance practices.

CO

MP

LIAN

T Provide proof of subm

ission. The

Revised C

ode of

Corporate

Governance of D

oubleDragon Properties

Corp. w

as submitted to the SEC

on April 12,

2017.

Op

tion

al: P

rinc

iple

8

1. D

oes the company’s A

nnual Report disclose the follow

ing information:

CO

MP

LIAN

T Provide link or reference to the com

pany’s Annual Report

containing the said information.

Please click the link below for the A

nnual Report: http://edge.pse.com

.ph/openDiscV

iewer.

do?edge_no=7309233b52076dcaefdfc15ec263a54d#

sthash.pxk0duLd.dpbs

a. C

orporate Objectives

C

OM

PLIA

NT

b. Financial perform

ance indicators

CO

MP

LIAN

T

c. N

on-financial performance indicators

CO

MP

LIAN

T

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 103 of 154

d.

Dividend Policy

C

OM

PLIA

NT

e. Biographical details (at least age, academ

ic qualifications, date of first appointm

ent, relevant experience, and

other directorships in listed com

panies) of all directors

CO

MP

LIAN

T

f. A

ttendance details of each director in all directors m

eetings held during the year

CO

MP

LIAN

T

g. Total rem

uneration of each mem

ber of the board of directors

CO

MP

LIAN

T

2. The A

nnual Report contains a statem

ent confirm

ing the company’s full com

pliance w

ith the Code of C

orporate Governance

and

where there is non-com

pliance, identifies and

explains reason for each such issue.

CO

MP

LIAN

T Provide link or reference to w

here this is contained

in the Annual Report

3. The A

nnual Report/Annual C

G Report

discloses that the board of directors conducted a review

of the company's

material controls (including operational,

financial and com

pliance controls) and

risk managem

ent systems.

CO

MP

LIAN

T Provide link or reference to w

here this is contained in the A

nnual Report Please see page 64 to 68 of the A

nnual Report: http://edge.pse.com

.ph/openDiscV

iewer.

do?edge_no=7309233b52076dcaefdfc15ec263a54d#

sthash.pxk0duLd.dpbs

4. The A

nnual Report/Annual C

G Report

contains a statement from

the board of directors or A

udit Com

mittee com

menting

on the adequacy of the company's

internal controls/risk managem

ent systems.

CO

MP

LIAN

T Provide link or reference to w

here this is contained in the A

nnual Report Please see page 64 to 68 of the A

nnual Report: http://edge.pse.com

.ph/openDiscV

iewer.

do?edge_no=7309233b52076dcaefdfc15ec263a54d#

sthash.pxk0duLd.dpbs

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 104 of 154

5. The com

pany discloses in the Annual

Report the key risks to which the com

pany is m

aterially exposed to (i.e. financial, operational including IT, environm

ental, social, econom

ic).

CO

MP

LIAN

T Provide link or reference to w

here these are contained in the A

nnual Report

Please see page 64 to 68 of the Annual

Report: http://edge.pse.com

.ph/openDiscV

iewer.

do?edge_no=7309233b52076dcaefdfc15ec263a54d#

sthash.pxk0duLd.dpbs

P

rinc

iple

9: The com

pany should establish standards for the appropriate selection of an external auditor, and exercise effective oversight of the

same to strengthen the external auditor’s independence and

enhance audit quality. R

ec

om

me

nd

atio

n 9

.1

1.

Audit C

omm

ittee has a robust process for a

pproving and recom

mending the

appointm

ent, reappointment, rem

oval, a

nd fees of the external auditors.

CO

MP

LIAN

T Provide inform

ation or link/reference to a docum

ent containing inform

ation on the process for approving and

recomm

ending the appointm

ent, reappointment,

removal and

fees of the company’s

external auditor.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides:

INTE

RN

AL C

ON

TRO

L SY

STE

M A

ND

RIS

K

MA

NA

GEM

EN

T FRA

MEW

OR

K

IX. Strengthening the External Auditor’s

Ind

ep

en

de

nc

e a

nd

Imp

rov

ing

Au

dit

Qu

ality

The company should establish stand

ards for the appropriate selection of an external auditor, and

exercise effective oversight of the

same

to strengthen

the external

auditor’s independence

and

enhance audit quality.

(A

) External Auditor

The A

udit Com

mittee should have a robust

process for approving and recomm

ending the

appointment,

reappointment,

removal, and fees of the external auditor.

The appointm

ent, reappointm

ent,

2. The appointm

ent, reappointment,

removal, and

fees of the external auditor is recom

mended by the A

udit Com

mittee,

approved by the Board and

ratified by the shareholders.

CO

MP

LIAN

T Indicate the percentage of shareholders that ratified the appointm

ent, reappointment,

removal and

fees of the external auditor.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 105 of 154

removal, and fees of the external auditor

should be recomm

ended by the Audit

Com

mittee, approved by the Board and

ratified by the shareholders. For rem

oval of the

external auditor,

the reasons

for rem

oval or change should be disclosed to the regulators and

the public through the com

pany w

ebsite and

required

disclosures. The

Audit

Com

mittee

Charter

should include

the A

udit C

omm

ittee’s responsibility on assessing the integrity and

independence of external auditors and exercising

effective oversight

to review

and

m

onitor the

external auditor’s

independence and objectivity and

the effectiveness of the audit process, taking into

consideration

relevant Philippine

professional and regulatory requirem

ents. The C

harter should also contain the Audit

Com

mittee’s

responsibility on

reviewing

and

monitoring

the external

auditor’s suitability and

effectiveness on an annual basis.

The com

pany should disclose the nature of non-audit

services perform

ed by

its external auditor in the A

nnual Report to deal w

ith the potential conflict of interest. The A

udit Com

mittee should be alert for

any potential conflict of interest situations, given the guidelines or policies on non-audit services, w

hich could be viewed as

impairing the external auditor's objectivity.

3. For rem

oval of the external auditor, the reasons for rem

oval or change are C

OM

PLIA

NT

Provide information on or

link/reference to a document

No rem

oval and/or change of auditor yet

in the company.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 106 of 154

disclosed to the regulators and the public

through the company w

ebsite and

required disclosures.

containing the company’s reason for

removal or change of external

auditor.

Su

pp

lem

en

t to R

ec

om

me

nd

atio

n 9

.1

1.

Com

pany has a policy of rotating the lead a

udit partner every five years. C

OM

PLIA

NT

Provide information on or

link/reference to a document

containing the policy of rotating the lead audit partner every five years.

The lead auditor of the company w

hich audited the financial statem

ents of the com

pany changed last 2014 and it is still

the current lead auditor of the company.

Re

co

mm

en

da

tion

9.2

1.

Audit C

omm

ittee Charter includes the

Audit C

omm

ittee’s responsibility on: i.

assessing the integrity and

independence of external auditors; ii.

exercising effective oversight to review

and m

onitor the external auditor’s independence and objectivity; and

iii.

exercising effective oversight to review

and m

onitor the effectiveness of the audit process, taking into consideration relevant Philippine professional and

regulatory requirem

ents.

CO

MP

LIAN

T Provide link/reference to the com

pany’s Audit C

omm

ittee Charter

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that: “The A

udit C

om

mittee sha

ll consist of at

least

three (3)

dire

ctors, w

ho

shall

prefera

bly

have

accounting

a

nd

finance b

ackgro

unds,

one of

whom

sha

ll be a

n indep

endent d

irector and

a

nother w

ith a

udit

experience.

The

chair of the A

udit C

om

mittee should

be

an

indep

endent

director.

The co

mm

ittee sha

ll ha

ve the

follow

ing

functions: a. Recom

mends the approval the Internal

Audit C

harter (IA C

harter), which form

ally defines the role of Internal A

udit and the

audit plan

as w

ell as

oversees the

implem

entation of the IA C

harter; b.

Through the

Internal A

udit (IA

) D

epartment, m

onitors and evaluates the adequacy

and effectiveness

of the

corporation’s internal

control system

,

2. A

udit Com

mittee C

harter contains the C

omm

ittee’s responsibility on reviewing

and

monitoring the external auditor’s

suitability and effectiveness on an annual

basis.

CO

MP

LIAN

T Provide link/reference to the com

pany’s Audit C

omm

ittee Charter

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 107 of 154

integrity of financial reporting, and security

of physical and inform

ation assets. Well-

designed internal control procedures and processes that w

ill provide a system of

checks and balances should be in place in

order to

(a) safeguard

the com

pany’s resources

and

ensure their

effective utilization, (b) prevent occurrence of fraud and

other

irregularities, (c)

protect the

accuracy and reliability of the com

pany’s financial data, and

(d) ensure com

pliance w

ith applicable laws and

regulations;

c. Oversees the Internal A

udit Departm

ent, and

recom

mends

the appointm

ent and

/or grounds for approval of an internal audit head or C

hief Audit Executive (C

AE).

The Audit C

omm

ittee should also approve the term

s and conditions for outsourcing internal audit services; d. Establishes and identifies the reporting line of the Internal A

uditor to enable him to

properly fulfill his duties and responsibilities.

For this purpose, he should directly report to the A

udit Com

mittee;

e. Reviews and

monitors M

anagement’s

responsiveness to

the Internal

Auditor’s

findings and recom

mendations;

f. Prior to the comm

encement of the audit,

discusses w

ith the

External A

uditor the

nature, scope and expenses of the audit,

and ensures the proper coordination if

more than one audit firm

is involved in the activity to secure proper coverage and

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 108 of 154

minim

ize duplication of efforts;

g. Evaluates and determ

ines the non-audit w

ork, if any, of the External Auditor, and

periodically

reviews

the non-audit

fees paid to the External A

uditor in relation to the total fees paid to him

and to the corporation’s

overall consultancy

expenses. The comm

ittee should disallow

any non-audit work that w

ill conflict with his

duties as an External Auditor or m

ay pose a threat to his independence. The non-audit w

ork, if allowed, should be disclosed in the

corporation’s Annual Report and

Annual

Corporate G

overnance Report; h. Review

s and approves the Interim and

Annual Financial Statem

ents before their subm

ission to the Board, with particular

focus on the following m

atters:

x A

ny change/s

in accounting

policies and practices

x A

reas w

here a

significant am

ount of judgment has been

exercised x

Significant adjustments resulting

from the audit

x G

oing concern assumptions

x C

ompliance

with

accounting stand

ards x

Com

pliance with tax, legal and

regulatory requirements

i.

Reviews

the disposition

of the

recomm

endations in the External Auditor’s

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 109 of 154

managem

ent letter; j.

Performs

oversight functions

over the

corporation’s Internal

and External

Auditors. It ensures the independence of

Internal and External A

uditors, and that

both auditors

are given

unrestricted access

to all

records, properties

and

personnel to enable them to perform

their respective audit functions;

k.

Coordinates,

monitors

and

facilitates com

pliance w

ith law

s, rules

and regulations; l.

Recomm

ends to

the Board

the appointm

ent, reappointm

ent, rem

oval and

fees

of the

External A

uditor, duly

accredited by

the C

omm

ission, w

ho undertakes an independent audit of the corporation, and

provides an objective assurance on the m

anner by which the

financial statements should be prepared

and presented to the stockholders.”

The A

udit Com

mittee m

eets with the Board

without the presence of the C

EO and

periodically meets w

ith the head of the internal a

udit. Su

pp

lem

en

t to R

ec

om

me

nd

atio

ns 9

.2 1.

Audit C

omm

ittee ensures that the external a

uditor is credible, competent and

has the a

bility to understand com

plex related party transactions, its counterparties, and

valuations of such transactions.

CO

MP

LIAN

T Provide link/reference to the com

pany’s Audit C

omm

ittee Charter

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that:

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 110 of 154

“The A

udit C

om

mittee sha

ll consist of at

least

three (3)

dire

ctors, w

ho

shall

prefera

bly

have

accounting

a

nd

finance b

ackgro

unds,

one of

whom

sha

ll be a

n indep

endent d

irector and

a

nother w

ith a

udit

experience.

The

chair of the A

udit C

om

mittee should

be

an

indep

endent

director.

The co

mm

ittee sha

ll ha

ve the

follow

ing

functions: a. Recom

mends the approval the Internal

Audit C

harter (IA C

harter), which form

ally defines the role of Internal A

udit and the

audit plan

as w

ell as

oversees the

implem

entation of the IA C

harter; b.

Through the

Internal A

udit (IA

) D

epartment, m

onitors and evaluates the adequacy

and effectiveness

of the

corporation’s internal

control system

, integrity of financial reporting, and

security of physical and

information assets. W

ell-designed internal control procedures and processes that w

ill provide a system of

checks and balances should be in place in

order to

(a) safeguard

the com

pany’s resources

and

ensure their

effective utilization, (b) prevent occurrence of fraud and

other

irregularities, (c)

protect the

accuracy and reliability of the com

pany’s financial data, and

(d) ensure com

pliance w

ith applicable laws and

regulations;

c. Oversees the Internal A

udit Departm

ent,

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 111 of 154

and

recomm

ends the

appointment

and/or grounds for approval of an internal

audit head or Chief A

udit Executive (CA

E). The A

udit Com

mittee should also approve

the terms and conditions for outsourcing

internal audit services; d. Establishes and identifies the reporting line of the Internal A

uditor to enable him to

properly fulfill his duties and responsibilities.

For this purpose, he should directly report to the A

udit Com

mittee;

e. Reviews and

monitors M

anagement’s

responsiveness to

the Internal

Auditor’s

findings and recom

mendations;

f. Prior to the comm

encement of the audit,

discusses w

ith the

External A

uditor the

nature, scope and expenses of the audit,

and ensures the proper coordination if

more than one audit firm

is involved in the activity to secure proper coverage and m

inimize duplication of efforts;

g. Evaluates and

determines the non-audit

work, if any, of the External A

uditor, and

periodically review

s the

non-audit fees

paid to the External Auditor in relation to

the total fees paid to him and to the

corporation’s overall

consultancy expenses. The com

mittee should disallow

any non-audit w

ork that will conflict w

ith his duties as an External A

uditor or may pose a

threat to his independence. The non-audit w

ork, if allowed, should be disclosed in the

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 112 of 154

corporation’s Annual Report and

Annual

Corporate G

overnance Report; h. Review

s and approves the Interim and

Annual Financial Statem

ents before their subm

ission to the Board, with particular

focus on the following m

atters:

x A

ny change/s

in accounting

policies and practices

x A

reas w

here a

significant am

ount of judgment has been

exercised x

Significant adjustments resulting

from the audit

x G

oing concern assumptions

x C

ompliance

with

accounting stand

ards x

Com

pliance with tax, legal and

regulatory requirements

i.

Reviews

the disposition

of the

recomm

endations in the External Auditor’s

managem

ent letter; j.

Performs

oversight functions

over the

corporation’s Internal

and External

Auditors. It ensures the independence of

Internal and External A

uditors, and that

both auditors

are given

unrestricted access

to all

records, properties

and

personnel to enable them to perform

their respective audit functions;

k.

Coordinates,

monitors

and

facilitates com

pliance w

ith law

s, rules

and

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 113 of 154

regulations; l.

Recomm

ends to

the Board

the appointm

ent, reappointm

ent, rem

oval and

fees

of the

External A

uditor, duly

accredited by

the C

omm

ission, w

ho undertakes an independent aud

it of the corporation, and

provides an objective assurance on the m

anner by which the

financial statements should be prepared

and presented to the stockholders.”

The A

udit Com

mittee m

eets with the Board

without the presence of the C

EO and

periodically meets w

ith the head of the internal audit.

2. A

udit Com

mittee ensures that the external

auditor has adequate quality control

procedures.

CO

MP

LIAN

T Provide link/reference to the com

pany’s Audit C

omm

ittee Charter

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that: “The A

udit C

om

mittee sha

ll consist of at

least

three (3)

dire

ctors, w

ho

shall

prefera

bly

have

accounting

a

nd

finance b

ackgro

unds,

one of

whom

sha

ll be a

n indep

endent d

irector and

a

nother w

ith a

udit

experience.

The

chair of the A

udit C

om

mittee should

be

an

indep

endent

director.

The co

mm

ittee sha

ll ha

ve the

follow

ing

functions: a. Recom

mends the approval the Internal

Audit C

harter (IA C

harter), which form

ally defines the role of Internal A

udit and the

audit plan

as w

ell as

oversees the

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 114 of 154

implem

entation of the IA C

harter; b.

Through the

Internal A

udit (IA

) D

epartment, m

onitors and evaluates the adequacy

and effectiveness

of the

corporation’s internal

control system

, integrity of financial reporting

, and security

of physical and inform

ation assets. Well-

designed internal control procedures and processes that w

ill provide a system of

checks and balances should be in place in

order to

(a) safeguard

the com

pany’s resources

and

ensure their

effective utilization, (b) prevent occurrence of fraud and

other

irregularities, (c)

protect the

accuracy and reliability of the com

pany’s financial data, and

(d) ensure com

pliance w

ith applicable laws and

regulations;

c. Oversees the Internal A

udit Departm

ent, and

recom

mends

the appointm

ent and

/or grounds for approval of an internal audit head or C

hief Audit Executive (C

AE).

The Audit C

omm

ittee should also approve the term

s and conditions for outsourcing internal audit services; d. Establishes and identifies the reporting line of the Internal A

uditor to enable him to

properly fulfill his duties and responsibilities.

For this purpose, he should directly report to the A

udit Com

mittee;

e. Reviews and

monitors M

anagement’s

responsiveness to

the Internal

Auditor’s

findings and recom

mendations;

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 115 of 154

f. Prior to the comm

encement of the audit,

discusses w

ith the

External A

uditor the

nature, scope and expenses of the audit,

and ensures the proper coordination if

more than one audit firm

is involved in the activity to secure proper coverage and m

inimize duplication of efforts;

g. Evaluates and

determines the non-audit

work, if any, of the External A

uditor, and

periodically review

s the

non-audit fees

paid to the External Auditor in relation to

the total fees paid to him and to the

corporation’s overall

consultancy expenses. The com

mittee should disallow

any non-audit w

ork that will conflict w

ith his duties as an External A

uditor or may pose a

threat to his independence. The non-audit w

ork, if allowed, should be disclosed in the

corporation’s Annual Report and

Annual

Corporate G

overnance Report; h. Review

s and approves the Interim and

Annual Financial Statem

ents before their subm

ission to the Board, with particular

focus on the following m

atters:

x A

ny change/s

in accounting

policies and practices

x A

reas w

here a

significant am

ount of judgment has been

exercised x

Significant adjustments resulting

from the audit

x G

oing concern assumptions

x C

ompliance

with

accounting

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 116 of 154

standards

x C

ompliance w

ith tax, legal and regulatory requirem

ents

i. Review

s the

disposition of

the recom

mendations in the External A

uditor’s m

anagement letter;

j. Perform

s oversight

functions over

the corporation’s

Internal and

External A

uditors. It ensures the independence of Internal and

External Auditors, and

that both

auditors are

given unrestricted

access to

all records,

properties and

personnel to enable them

to perform their

respective audit functions;

k. C

oordinates, m

onitors and

facilitates

compliance

with

laws,

rules and

regulations; l.

Recomm

ends to

the Board

the appointm

ent, reappointm

ent, rem

oval and

fees

of the

External A

uditor, duly

accredited by

the C

omm

ission, w

ho undertakes an independent audit of the corporation, and

provides an objective assurance on the m

anner by which the

financial statements should be prepared

and presented to the stockholders.

The A

udit Com

mittee m

eets with the Board

without the presence of the C

EO and

periodically meets w

ith the head of the internal audit.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 117 of 154

Re

co

mm

en

da

tion

9.3

1. C

ompany discloses the nature of non-

audit services perform

ed by its external a

uditor in the Annual Report to deal w

ith the potential conflict of interest.

CO

MP

LIAN

T D

isclose the nature of non-audit services perform

ed by the external auditor, if any.

There are no non-audit services performed

by the external auditor.

2. A

udit Com

mittee stays alert for any

potential conflict of interest situations, given the guidelines or policies on non-a

udit services, which could be view

ed as im

pairing the external auditor’s objectivity.

CO

MP

LIAN

T Provide link or reference to guidelines or policies on non-audit services

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides that the Audit

Com

mittee:

“Evaluates and determ

ines the non-audit w

ork, if any, of the External Auditor, and

periodically

reviews

the non-audit

fees paid to the External A

uditor in relation to the total fees paid to him

and to the corporation’s

overall consultancy

expenses. The comm

ittee should disallow

any non-audit work that w

ill conflict with his

duties as an External Auditor or m

ay pose a threat to his independence. The non-audit w

ork, if allowed, should be disclosed in the

corporation’s Annual Report and

Annual

Corporate G

overnance Report.” Su

pp

lem

en

t to R

ec

om

me

nd

atio

n 9

.3

1.

Fees paid for non-audit services do not outw

eigh the fees paid for audit services.

CO

MP

LIAN

T Provide inform

ation on audit and

non-audit fees paid. The A

udit Fees and A

udit Related Fees of the External A

uditor outweigh the all other

fees. Please see page 258 of the Prospectus dated June 28, 2018. http://w

ww

.doubledragon.com.ph/prosp

ectus#

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 118 of 154

Ad

ditio

na

l Re

co

mm

en

da

tion

to P

rinc

iple

9

1. C

ompany’s external auditor is duly

accredited by the SEC

under Group A

category.

CO

MP

LIAN

T Provide inform

ation on company’s

external auditor, such as:

1. N

ame of the audit

engagement partner;

2. A

ccreditation num

ber; 3.

Date A

ccredited; 4.

Expiry date of accreditation; and

5.

Nam

e, address, contact num

ber of the audit firm.

The company’s external auditor is:

1. Daryl P. V

irocel of R.G. M

anabat & C

o. (KPM

G);

2. With A

ccreditation no. of 1386-A

R-1; 3. D

ate Accredited: June 15, 2017;

4. Expiry Date of A

ccreditation: June 14, 2020; and

5. N

ame of A

udit Firm: R.G

. Manabat &

C

o., A

ddress: The KPMG

Center, 6787 A

yala A

ve, Makati

Contact N

umber: (02) 885 7000

2.

Com

pany’s external auditor agreed to be subjected to the SEC

Oversight A

ssurance Review

(SOA

R) Inspection Program

conducted by the SEC’s O

ffice of the G

eneral Accountant (O

GA

).

CO

MP

LIAN

T Provide inform

ation on the following:

1. D

ate it was subjected to

SOA

R inspection, if subjected; 2.

Nam

e of the Audit firm

; and 3.

Mem

bers of the engagement

team inspected by the SEC

.

Since R.G. M

anabat & C

o., audits listed com

panies it is subject to the SEC’s SO

AR

inspection. However, it has yet to receive

notification from the SEC

for this matter.

Prin

cip

le 1

0: The com

pany should ensure that the material and

reportable non-financial and sustainability issues are disclosed.

Re

co

mm

en

da

tion

10

.1

1.

Board has a clear and focused policy on

the disclosure of non-financial information,

with em

phasis on the managem

ent of econom

ic, environmental, social and

governance (EESG) issues of its business,

which underpin sustainability.

CO

MP

LIAN

T D

isclose or provide link on the com

pany’s policies and practices on the disclosure of non-financial inform

ation, including EESG issues.

http://ww

w.doubledragon.com

.ph/ir/com

panys-policies

2. C

ompany ad

opts a globally recognized stand

ard/framew

ork in reporting sustainability and

non-financial issues.

CO

MP

LIAN

T Provide link to Sustainability Report, if any. D

isclose the standards used.

It is the policy of the company to adopt to

a stand

ard/framew

ork in

reporting sustainability and

non-financial issues by

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 119 of 154

im

plementing

said

policy especially

regarding EESG.

http://ww

w.doubledragon.com

.ph/page/corporate-social-responsibility

Prin

cip

le 1

1: The com

pany should maintain a com

prehensive and cost-efficient comm

unication channel for disseminating relevant inform

ation. This cha

nnel is crucial for informed decision-m

aking by investors, stakeholders and other interested users.

Re

co

mm

en

da

tion

11

.1

1.

Com

pany has media and

analysts’ briefings as channels of com

munication to

ensure the timely and accurate

dissemination of public, m

aterial and

relevant information to its shareholders

and other investors.

CO

MP

LIAN

T D

isclose and identify the

comm

unication channels used by the com

pany (i.e., website, A

nalyst’s briefing

, Media briefings /press

conferences, Quarterly reporting,

Current reporting, etc.).

Provide links, if any.

Basically, it is the company’s w

ebsite that is the m

edium of channel used by the

company:

http://ww

w.doubledrag

on.com.ph/hom

e

Su

pp

lem

en

tal to

Prin

cip

le 1

1

1. C

ompany has a w

ebsite disclosing up-to-

date information on the follow

ing:

CO

MP

LIAN

T Provide link to com

pany website

http://ww

w.doubledragon.com

.ph/home

a. Financial statem

ents/reports (latest quarterly)

CO

MP

LIAN

T http://w

ww

.doubledragon.com.ph/page

/financial-reports

b. M

aterials provided in briefings to analysts and

media

CO

MP

LIAN

T http://w

ww

.doubledragon.com.ph/page

/investors

c. D

ownloadable annual report

C

OM

PLIA

NT

d. N

otice of ASM

and/or SSM

CO

MP

LIAN

T

e. M

inutes of ASM

and/or SSM

CO

MP

LIAN

T

f. C

ompany’s A

rticles of Incorporation and

By-Laws

CO

MP

LIAN

T

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 120 of 154

A

dd

ition

al R

ec

om

me

nd

atio

n to

Prin

cip

le 1

1 1.

Com

pany complies w

ith SEC-prescribed

website tem

plate.

CO

MP

LIAN

T

Pursuant to SEC M

emorandum

Circular

No. 11 Series of 2014 providing for the

template for publicly-listed com

panies’ w

ebsite, DD

has complied w

ith such and its w

ebsite is: http://w

ww

.doubledragon.com.ph/hom

e

Inte

rna

l Co

ntro

l Sy

stem

an

d R

isk M

an

ag

em

en

t Fram

ew

ork

Prin

cip

le 1

2: To ensure the integrity, transparency and

proper governance in the conduct of its affairs, the company should have a strong a

nd effective internal control system

and enterprise risk m

anagement fram

ework.

Re

co

mm

en

da

tion

12

.1

1.

Com

pany has an adequate and effective

internal control system in the conduct of its

business.

CO

MP

LIAN

T List quality service program

s for the internal audit functions. Indicate frequency of review

of the internal control system

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides:

“XII. Strengthening the Internal Control

Sy

stem

an

d E

nte

rprise

Risk

Ma

na

ge

me

nt

Fram

ew

ork

A

. To ensure the integrity, transparency and

proper governance in the conduct of its affairs, D

D shall have a strong and

effective internal

control system

and

enterprise risk

managem

ent fram

ework.

DD

shall observe the following:

ii. DD

shall have in place an independent internal audit function that provides an independent

and

objective assurance,

and consulting services designed to add

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 121 of 154

value and

improve

the com

pany's operations. The follow

ing are the functions of the internal audit, am

ong others: a.

Provides an

independent risk-based

assurance service

to the

Board, A

udit C

omm

ittee and M

anagement, focusing

on review

ing the

effectiveness of

the governance and

control processes in (1) prom

oting the right values and ethics, (2)

ensuring effective

performance

managem

ent and

accounting

in the

organization, (3) comm

unicating risk and control inform

ation, and (4) coordinating

the activities and information am

ong the Board, external and

internal auditors, and

Managem

ent; b. Perform

s regular and special audit as

contained in the annual audit plan and/or

based on the company’s risk assessm

ent; c.

Performs

consulting and

advisory

services related

to governance

and control as appropriate for the organization;

d. Perform

s compliance audit of relevant

laws,

rules and

regulations, contractual

obligations and other comm

itments, w

hich could have a significant im

pact on the organization; e.

Reviews,

audits and

assesses

the efficiency and

effectiveness of the internal control system

of all areas of the company;

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 122 of 154

f.

Evaluates operations

or program

s to

ascertain whether results are consistent

with established objectives and

goals, and

whether the operations or program

s are being carried out as planned; g.

Evaluates specific

operations at the

request of the Board or Managem

ent, as appropriate; and

h.

Monitors

and evaluates

governance processes. The

seminars

attended

by the

Internal A

udit Office are:

(1)

5th

Annual

GG

APP

Forum

Good

Governance, Ethics and

Com

pliance held at C

onrad Manila on M

ay 24, 2017; (2)

Tax Reform

for

Acceleration

and Inclusion

(TRAIN

) law

held

at D

D

Headquarters on February 22, 2018; (3) Leadership Skills Training held at D

D

Headquarters on April 11, 2018.

2. C

ompany has an adequate and

effective enterprise risk m

anagement fram

ework in

the conduct of its business.

CO

MP

LIAN

T n

to P

rinc

iple

11

Identify international framew

ork used for Enterprise Risk M

anagement

Provide information or reference to a

document containing inform

ation on: 1.

Com

pany’s risk managem

ent procedures and

processes

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides:

C. E

nte

rprise

Ma

na

ge

me

nt S

yste

m

DD

shall establish a separate, effective enterprise risk m

anagement function to

identify, assess

and

monitor

key risk

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 123 of 154

2. Key risks the com

pany is currently facing

3. How

the company m

anages the key risks

Indicate frequency of review of the

enterprise risk managem

ent fram

ework.

exposures. The risk managem

ent function involves

the following

activities, am

ong others:

a. D

efining a

risk m

anagement

strategy;

b. Identifying

and

analyzing

key risk

exposures relating

to econom

ic, environm

ental, social and governance (EESG

) factors and

the achievement of

the organization’s

strategic objectives;

c. Evaluating

and

categorizing each

identified risk

using the

Com

pany’s predefined

risk categories and param

eters; d.

Establishing a risk register with

clearly defined, prioritized and

residual risks;

e. D

eveloping, a

risk m

itigation plan for the m

ost important risks

to the Com

pany, as defined by the risk m

anagement stra

tegy; f.

Com

municating and reporting

significant

risk exposures

including business

risks (i.e.,

strategic,

compliance,

operational, financial

and reputational risks), control issues and

risk mitigation plan to the

Board Risk

Oversight

Com

mittee; and

g.

Monitoring and evaluating the

effectiveness of

the

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 124 of 154

organization’s risk managem

ent processes.

Su

pp

lem

en

t to R

ec

om

me

nd

atio

ns 1

2.1

1.

Com

pany has a formal com

prehensive enterprise-w

ide compliance program

covering com

pliance with law

s and

relevant regulations that is annually review

ed. The program includes

appropriate training and awareness

initiatives to facilitate understanding,

acceptance and com

pliance with the

said issuances.

CO

MP

LIAN

T n Provide inform

ation on or link/ reference to a docum

ent containing the com

pany’s compliance program

covering com

pliance with law

s and

relevant regulations. Indicate frequency of review

.

The company is com

plying with the SEC

Rules

on all

the requirem

ents to

be subm

itted by a publicly-listed corporation (e.g. subm

ission of the Annual C

orporate G

overnance Report).

Op

tion

al: R

ec

om

me

nd

atio

n 1

2.1

1. C

ompany has a governance process on IT

issues including disruption, cyber security, a

nd disaster recovery, to ensure that all

key risks are identified, managed and

reported to the board.

CO

MP

LIAN

T Provide inform

ation on IT governance process

The com

pany has

an IT

governance process providing that for any disruption, there is an im

mediate troubleshoot to the

company’s servers/system

s as well as assist

and inform

the users. For disaster recovery, the IT departm

ent of the company has a

daily back-up using Net backup and

a High A

vailability Disaster Recovery (H

AD

R) w

hich is located at PLDT E-V

itro in Pasig to avoid any data

loss. For the company

email,

Equicom

is a

third-party

service provider

for troubleshooting

and data

security for all the emails.

For any cyber-related issues there are web

protection and

security

application to

every computer issued by the com

pany to restrict and avoid any m

alicious websites.

R

ec

om

me

nd

atio

n 1

2.2

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 125 of 154

1. C

ompany has in place an independent

internal audit function that provides an independent and

objective assurance, a

nd consulting services designed to add

value and im

prove the company’s

operations.

CO

MP

LIAN

T D

isclose if the internal audit is in-house or outsourced. If outsourced, identify external firm

.

The internal audit is in-house.

Re

co

mm

en

da

tion

12

.3

1.

Com

pany has a qualified Chief A

udit Executive (C

AE) appointed by the Board.

CO

MP

LIAN

T Identify the com

pany’s Chief A

udit Executive (C

AE) and

provide inform

ation on or reference to a docum

ent containing his/her responsibilities.

The Chief A

udit Executive is Ms. Lea R.

Suberon. Her responsibility is to monitor and

evaluate the adequacy of effectiveness of the

company’s

internal control

system,

integrity of financial reporting, and security

of physical and inform

ation assets.

2. C

AE oversees and is responsible for the

internal audit activity of the organization, including that portion that is outsourced to a

third party service provider.

CO

MP

LIAN

T

3. In case of a fully outsourced internal audit a

ctivity, a qualified independent executive or senior m

anagement

personnel is assigned the responsibility for m

anaging the fully outsourced internal a

udit activity.

CO

MP

LIAN

T Identify qualified independent executive or senior m

anagement

personnel, if applicable.

The qualified independent executive is Ms.

Lea R. Suberon.

Re

co

mm

en

da

tion

12

.4

1.

Com

pany has a separate risk m

anagement function to identify, assess

and m

onitor key risk exposures.

CO

MP

LIAN

T Provide inform

ation on company’s

risk managem

ent function. The

May

30, 2017

Re

vise

d

Co

de

o

f C

orp

ora

te G

ov

ern

an

ce of D

oubleDragon

Properties Corp., provides:

En

terp

rise M

an

ag

em

en

t Sy

stem

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 126 of 154

DD

shall establish a separate, effective enterprise risk m

anagement function to

identify, assess

and

monitor

key risk

exposures. The risk managem

ent function involves

the following

activities, am

ong others:

a. D

efining a

risk m

anagement

strategy;

b. Identifying and

analyzing key risk exposures

relating to

economic,

environmental,

social and

governance (EESG) factors and

the achievem

ent of the organization’s stra

tegic objectives; c.

Evaluating and categorizing each

identified risk using the Com

pany’s predefined

risk categories

and param

eters; d.

Establishing a

risk register

with

clearly defined,

prioritized and

residual risks;

e. D

eveloping, a risk mitigation plan

for the most im

portant risks to the C

ompany, as defined by the risk

managem

ent strategy;

f. C

omm

unicating and

reporting

significant risk exposures including

business risks

(i.e., stra

tegic, com

pliance, operational, financial and

reputational

risks), control

issues and risk mitigation plan to the

Board Risk

Oversight

Com

mittee;

and

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 127 of 154

g. M

onitoring and

evaluating

the effectiveness of the organization’s risk m

anagement processes. “

Su

pp

lem

en

t to R

ec

om

me

nd

atio

n 1

2.4

1. C

ompany seeks external technical

support in risk managem

ent when such

competence is not available internally.

CO

MP

LIAN

T Identify source of external technical support, if any.

The com

pany seeks

external technical

support such

as the

Traffic Im

pact A

ssessment

Study and

the

company

building’s Design by A

SYA, an expert in the

in the

field of

architectural design,

providing clients with personalized service

and the best architectural design system

at the m

ost economical construction cost.

Re

co

mm

en

da

tion

12

.5

1.

In managing the com

pany’s Risk M

anagement System

, the company has a

Chief Risk O

fficer (CRO

), who is the

ultimate cham

pion of Enterprise Risk M

anagement (ERM

).

NO

N -

CO

MP

LIAN

T Identify the com

pany’s Chief Risk

Officer (C

RO) and

provide inform

ation on or reference to a docum

ent containing his/her responsibilities and qualifications/background.

Currently,

the C

ompany

has not

designated a Chief Risk O

fficer. However,

the C

ompany’s

Code

of C

orporate G

overnance provides that the Com

pany shall have a Risk O

fficer-in-Charge w

ho is the ultim

ate champion of Enterprise Risk

Managem

ent (ERM) and

has adequate authority, sta

ture, resources and support to

fulfill his/her

responsibilities, subject

to com

pany’s size, risk profile and com

plexity of operations.

2. C

RO has adequate authority, stature,

resources and support to fulfill his/her responsibilities.

NO

N -

CO

MP

LIAN

T

Ad

ditio

na

l Re

co

mm

en

da

tion

to P

rinc

iple

12

1. C

ompany’s C

hief Executive Officer and

C

hief Audit Executive attest in w

riting, at least annually, that a sound internal audit, control and

compliance system

is in place a

nd w

orking effectively.

CO

MP

LIAN

T Provide link to C

EO and

CA

E’s attestation

In this I-AC

GR, the C

EO A

ND

CA

E assure that there is a sound internal audit, control and

compliance system

that is in place and

working effectively.

Cu

ltiva

ting

a S

yn

erg

ic R

ela

tion

ship

with

Sh

are

ho

lde

rs

Prin

cip

le 1

3: The com

pany should treat all shareholders fairly and equitably, and

also recognize, protect and facilitate the exercise of their rights.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 128 of 154

Re

co

mm

en

da

tion

13

.1

1.

Board ensures that basic shareholder rights a

re disclosed in the Manual on C

orporate G

overnance.

CO

MP

LIAN

T Provide link or reference to the com

pany’s Manual on C

orporate G

overnance where shareholders’

rights are disclosed.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides:

Pro

mo

ting

Sh

are

ho

lde

r Rig

hts

DD

shall treat all shareholders fairly and equitably, and

also recognize, protect and

facilitate the exercise of their rights.

(i) It shall be the duty of the Board to prom

ote shareholder

rights, rem

ove im

pediments to the exercise of shareholder

rights and allow

possibilities to seek redress for violation of their rights. The Board shall encourage the exercise of shareholders’ voting rights and

the solution of collective action

problems

through appropriate

mechanism

s. The

Board shall

be instrum

ental in removing excessive costs

and

other adm

inistrative or

practical im

pediments to shareholders participating

in meetings and

/or voting in person. The Board shall pave the w

ay for electronic filing

and

distribution of

shareholder inform

ation necessary to make inform

ed decisions, subject to legal constraints.

(ii) In addition to the sending of notices, open com

munications shall be m

aintained

with stockholders to encourage them

to personally

attend the

stockholders’ m

eeting. If they cannot attend, they shall be apprised ahead of tim

e of their right to

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 129 of 154

appoint a

proxy. The

Board shall

encourage active

shareholder participation

by sending

the Notice

of A

nnual and Special Shareholders’ Meeting

with sufficient and

relevant information at

least twenty eight (28) business days before

the meeting.

(iii) The

Board shall

encourage active

shareholder participation by making the

result of the votes taken during the most

recent A

nnual or Special

Shareholders’ M

eeting publicly

available the

next w

orking day. In addition, the Minutes of the

Annual and Special Shareholders’ M

eeting shall

be available

on the

Com

pany w

ebsite within five (5) business days from

the end of the m

eeting.

(iv) The Board shall comm

it to respect the follow

ing rights of the stockholders:

a. Voting Rights

b. Pre-emptive Right

c. Right of Inspection d. Right to Inform

ation e. Right to D

ividend f. A

ppraisal Right (v) It is the responsibility of the Board of D

irectors to establish an alternative dispute resolution system

to settle intra-corporate

disputes in

an am

icable and

effective m

anner. As such, the Board of D

irectors norm

ally engages the services of a neutral

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 130 of 154

third party to assist in the resolution of issues betw

een DD

and stockholders, third parties

and regulatory authorities. The alternative

dispute resolution

system

may

include arbitration, m

ediation, conciliation, early neutral

evaluation, m

ini-trial, or

any com

bination thereof,

as D

D

and

the circum

stances sees

fit. C

onsideration

is given to the need to prom

ote candor

through confidentiality of the process, the policy of fostering prom

pt, economical,

and

amicable

resolution of

disputes in

accordance with the principles of integrity

of determination by the parties, and

the policy that the decision-m

aking authority in the process rests w

ith the parties.

(vi) DD

shall establish an Investor Relations O

ffice (IRO

) to

facilitate constant

engagement w

ith its shareholders. The IRO

shall be present at every shareholders’ m

eeting.

DU

TIES TO

STA

KEH

OLD

ER

S

X

IV. R

esp

ec

ting

Rig

hts o

f Sta

ke

ho

lde

rs a

nd

Effe

ctiv

e R

ed

ress fo

r Vio

latio

n o

f Stakeholder’s Rights

The rights of stakeholders established by law

, by contractual relations and through voluntary

comm

itments

must

be respected.

Where

stakeholders’ rights

and/or interests are at stake, stakeholders

should have

the opportunity

to ob

tain

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 131 of 154

prompt effective redress for the violation of

their rights.

(i) The Board should identify the company’s

various stakeholders

and prom

ote cooperation

between

them

and

the com

pany in creating wealth, grow

th and sustainability. (ii) The Board should establish clear policies and

programs to provide a m

echanism on

the fair

treatment

and

protection of

stakeholders. (iii) The Board should adopt a transparent fram

ework

and

process that

allow

stakeholders to

comm

unicate w

ith the

company and

to obtain redress for the

violation of their rights.”

2. Board ensures that basic shareholder rights a

re disclosed on the company’s w

ebsite. C

OM

PLIA

NT

Provide link to company’s w

ebsite http://w

ww

.doubledragon.com.ph/page

/investors

Su

pp

lem

en

t to R

ec

om

me

nd

atio

n 1

3.1

1. C

ompany’s com

mon share has one vote

for one share. C

OM

PLIA

NT

The C

ompany’s com

mon share has one (1)

vote for one share. 2.

Board ensures that all shareholders of the sam

e class are treated equally with

respect to voting rights, subscrip

tion rights a

nd transfer rights.

CO

MP

LIAN

T Provide inform

ation on all classes of shares, including their voting rights if any.

The A

me

nd

ed

A

rticle

s o

f In

co

rpo

ratio

n

da

ted

Ap

ril 8, 2

016 provides:

“1. Five Billion (5,000,000,000.00) Com

mon

Shares with a par value of Ten C

entavo (P.10) per share. The stockholders shall have no pre-em

ptive right to subscribe to all issue or dispositions of shares of any class.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 132 of 154

xxx xxx 2.Tw

o Hundred Million Preferred Shares w

ith a

par value

of O

ne Hundred

Pesos (P100.00) per share, w

ith the following rights

and privileges;

xxx xxx V

oting Rights The Preferred Shares shall have no right to vote

except on

all corporate

matters

where the law

grants such voting rights. xxx xxx

3. Board has an effective, secure, and

efficient voting system

. C

OM

PLIA

NT

Provide link to voting procedure. Indicate if voting is by poll or show

of hand

s.

Please see

Item

19 of

the D

efin

itive

In

form

atio

n S

tate

me

nt (2018):

http://ww

w.doubledragon.com

.ph/disclosures/popup/194

4. Board has an effective shareholder voting m

echanisms such as superm

ajority or “m

ajority of minority” requirem

ents to protect m

inority shareholders against a

ctions of controlling shareholders.

NO

N -

CO

MP

LIAN

T Provide inform

ation on shareholder voting m

echanisms such as

supermajority or “m

ajority of m

inority”, if any.

There is no voting mechanism

that requires “superm

ajority” or “Majority of m

inority”.

5. Board allow

s shareholders to call a special shareholders’ m

eeting and submit a

proposal for consideration or agenda item

at the A

GM

or special meeting.

CO

MP

LIAN

T Provide inform

ation on how this w

as allow

ed by board (i.e., minutes of

meeting, board resolution)

Shareholders meeting, for any purpose or

purposes, may be called by any of the

following: (a) Board of D

irectors, at its ow

n instance, or by (b) Presid

ent.

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 133 of 154

6. Board clearly articulates and

enforces policies w

ith respect to treatment of

minority shareholders.

CO

MP

LIAN

T Provide inform

ation or link/reference to the policies on treatm

ent of m

inority shareholders

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides:

Pro

mo

ting

Sh

are

ho

lde

r Rig

hts

“DD

shall treat all shareholders fairly and equitably, and

also recognize, protect and

facilitate the exercise of their rights.” 7.

Com

pany has a transparent and specific

dividend policy. C

OM

PLIA

NT

Provide information on or

link/reference to the company’s

dividend Policy. Indicate if com

pany declared dividends. If yes, indicate the num

ber of days w

ithin which the dividends

were paid after declaration. In case

the company has offered scrip-

dividends, indicate if the company

paid the dividends within 60 days

from declaration

Please see pages 97 to 99 of the Prospectus dated June 28, 2018. http://w

ww

.doubledragon.com.ph/prosp

ectus#

Op

tion

al: R

ec

om

me

nd

atio

n 1

3.1

1. C

ompany appoints an independent party

to count and/or validate the votes at the

Annual Shareholders’ M

eeting.

CO

MP

LIAN

T Identify the independent party that counted/validated the votes at the A

SM, if any.

Votes are validated and

counted by the com

pany’s Stock and Transfer A

gent, Rizal C

omm

ercial Banking

Corporation,

as adjoined

by its

Auditors,

KPMG

R.G

. M

anabat & C

o. R

ec

om

me

nd

atio

n 1

3.2

1.

Board encourages active shareholder participation by sending the N

otice of A

nnual and Special Shareholders’

Meeting w

ith sufficient and relevant

CO

MP

LIAN

T Indicate the num

ber of days before

the annual stockholders’ meeting or

special stockholders’ meeting w

hen the notice and

agenda were sent

out

The notices were sent 20 days (July 27,

2018) before

the annual

stockholders’ m

eeting (August 17, 2018).

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 134 of 154

information at least 28 days before the

meeting.

Indicate whether shareholders’

approval of remuneration or any

changes therein were included in the

agenda of the meeting.

Provide link to the Agenda included

in the com

pany’s Information

Statement (SEC

Form 20-IS)

The shareholders’

approval of

remuneration or any changes therein w

ere not

included in

the agenda

of the

meeting.

http://edge.pse.com.ph/openD

iscView

er.do?edge_no=7309233b52076dcaefdfc15ec263a54d#

sthash.pxk0duLd.dpbs

Su

pp

lem

en

tal to

Re

co

mm

en

da

tion

13

.2

1. C

ompany’s N

otice of Annual

Stockholders’ Meeting contains the

following inform

ation:

CO

MP

LIAN

T Provide link or reference to the com

pany’s notice of Annual

Shareholders’ Meeting

http://edge.pse.com.ph/openD

iscView

er.do?edge_no=7309233b52076dcaefdfc15ec263a54d#

sthash.pxk0duLd.dpbs

a. The profiles of directors (i.e., age, academ

ic qualifications, date of first appointm

ent, experience, and

directorships in other listed companies)

CO

MP

LIAN

T

b. A

uditors seeking appointment/re-

appointment

CO

MP

LIAN

T

c. Proxy docum

ents

CO

MP

LIAN

T

Op

tion

al: R

ec

om

me

nd

atio

n 1

3.2

1.

Com

pany provides rationale for the a

genda items for the annual stockholders

meeting

CO

MP

LIAN

T Provide link or reference to the rationale for the agenda item

s http://edge.pse.com

.ph/openDiscV

iewer.

do?edge_no=7309233b52076dcaefdfc15ec263a54d#

sthash.pxk0duLd.dpbs

Re

co

mm

en

da

tion

13

.3

1. Board encourages active shareholder participation by m

aking the result of the votes taken during the m

ost recent A

nnual or Special Shareholders’ Meeting

publicly available the next working day.

CO

MP

LIAN

T Provide inform

ation or reference to a docum

ent containing information on

all relevant questions raised and

answers during the A

SM and special

meeting and the results of the vote

http://edge.pse.com.ph/com

panyDisclos

ures/form.do?cm

py_id=651

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 135 of 154

taken during the most recent

ASM

/SSM.

2. M

inutes of the Annual and

Special Shareholders’ M

eetings were available on

the company w

ebsite within five business

days from the end of the m

eeting.

CO

MP

LIAN

T Provide link to m

inutes of meeting in

the company w

ebsite. Indicate voting results for all agenda item

s, including the approving, dissenting and

abstaining votes. Indicate also if the voting on resolutions w

as by poll. Include w

hether there was

opportunity to ask question and the

answers given, if any

Minutes

of the

Annual

and Special

Shareholders’ Meetings w

ere available on PSE Edge on A

ugust 17, 2018. http://edge.pse.com

.ph/companyD

isclosures/form

.do?cmpy_id=651

Su

pp

lem

en

t to R

ec

om

me

nd

atio

n 1

3.3

1. Board ensures the attendance of the external auditor and

other relevant individuals to answ

er shareholders questions during the A

SM and

SSM.

CO

MP

LIAN

T Indicate if the external auditor and

other relevant individuals w

ere present during the A

SM and/or

special meeting

Yes. The

external auditor

and other

relevant individuals were present during

the ASM

.

Re

co

mm

en

da

tion

13

.4

1.

Board makes available, at the option of a

shareholder, an alternative dispute m

echanism to resolve intra

-corporate disputes in an am

icable and effective m

anner.

CO

MP

LIAN

T Provide details of the alternative dispute resolution m

ade available to resolve intra-corporate disputes

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides:

Ge

ne

ral

Re

spo

nsib

ility

“Establish and

m

aintain an

alternative dispute resolution system

in the corporation that

can am

icably settle

conflicts or

differences between the corporation and

its stockholders, and the corporation and

third

parties, including

the regulatory

2. The alternative dispute m

echanism is

included in the company’s M

anual on C

orporate Governance.

CO

MP

LIAN

T Provide link/reference to w

here it is found in the M

anual on Corporate

Governance

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 136 of 154

authorities.”

Pro

mo

ting

Sh

are

ho

lde

r Rig

hts

“It is

the responsibility

of the

Board of D

irectors to establish an alternative dispute resolution system

to settle intra-corporate

disputes in

an am

icable and

effective m

anner. As such, the Board of D

irectors norm

ally engages the services of a neutral third party to assist in the resolution of issues betw

een DD

and stockholders, third parties

and regulatory authorities. The alternative

dispute resolution

system

may

include arbitration, m

ediation, conciliation, early neutral

evaluation, m

ini-trial, or

any com

bination thereof,

as D

D

and

the circum

stances sees

fit. C

onsideration

is given to the need to prom

ote candor

through confidentiality of the process, the policy of fostering prom

pt, economical,

and

amicable

resolution of

disputes in

accordance with the principles of integrity

of determination by the parties, and

the policy that the decision-m

aking authority in the process rests w

ith the parties.”

Re

co

mm

en

da

tion

13

.5

1. Board establishes an Investor Relations O

ffice (IRO) to ensure constant

engagement w

ith its shareholders.

CO

MP

LIAN

T D

isclose the contact details of the officer/office responsible for investor relations, such as:

1. Nam

e of the person 2. Telephone num

ber 3. Fax num

ber 4. E-m

ail address

1. Mr. Jose D

esales 2. +632 856 7111 3. +632 856 9111 4. investors@

doubledragon.com.ph

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 137 of 154

2. IRO

is present at every shareholder’s m

eeting. C

OM

PLIA

NT

Indicate if the IRO w

as present during the A

SM.

Yes, the IRO w

as present during the ASM

.

Su

pp

lem

en

tal R

ec

om

me

nd

atio

ns to

Prin

cip

le 1

3 1.

Board avoids anti-takeover measures or

similar devices that m

ay entrench ineffective m

anagement or the existing

controlling shareholder group

CO

MP

LIAN

T Provide inform

ation on how anti-

takeover measures or sim

ilar devices

were avoided by the board, if any.

The anti-takeover

measures

or sim

ilar devices

were

avoided by

allowing

stockholders to participate and exercise their voting rights and

their right to be voted

upon, as

well

as increase

their shareholdings.

2. C

ompany has at least thirty percent (30%

) public float to increase liquidity in the m

arket.

CO

MP

LIAN

T Indicate the com

pany’s public float. 30%

Op

tion

al: P

rinc

iple

13

1. C

ompany has policies and

practices to encourage shareholders to engage w

ith the com

pany beyond the Annual

Stockholders’ Meeting

D

isclose or provide link/reference to policies and

practices to encourage shareholders’ participation beyond A

SM

2. C

ompany practices secure electronic

voting in absentia at the Annual

Shareholders’ Meeting.

CO

MP

LIAN

T D

isclose the process and procedure

for secure electronic voting in absentia, if any.

Voting during Shareholders M

eeting are either in person or by proxy through ballot.

Du

ties to

Sta

ke

ho

lde

rs

Prin

cip

le 1

4: The rights of stakeholders established by law

, by contractual relations and through voluntary com

mitm

ents must be respected. W

here sta

keholders’ rights and/or interests are at stake, stakeholders should have the opportunity to obtain prom

pt effective redress for the violation of

their rights. R

ec

om

me

nd

atio

n 1

4.1

1. Board identifies the com

pany’s various stakeholders and prom

otes cooperation betw

een them and

the company in

creating wealth, grow

th and sustainability.

CO

MP

LIAN

T Identify the com

pany’s shareholder and

provide information or reference

to a document containing

information on the com

pany’s

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides:

Pro

mo

ting

Sh

are

ho

lde

r Rig

hts

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 138 of 154

policies and program

s for its stakeholders.

“DD

shall treat all shareholders fairly and equitably, and

also recognize, protect and

facilitate the exercise of their rights.

(i) It shall be the duty of the Board to prom

ote shareholder

rights, rem

ove im

pediments to the exercise of shareholder

rights and allow

possibilities to seek redress for violation of their rights. The Board shall encourage the exercise of shareholders’ voting rights and

the solution of collective action

problems

through appropriate

mechanism

s. The

Board shall

be instrum

ental in removing excessive costs

and

other adm

inistrative or

practical im

pediments to shareholders participating

in meetings and

/or voting in person. The Board shall pave the w

ay for electronic filing

and

distribution of

shareholder inform

ation necessary to make inform

ed decisions, subject to legal constraints. (ii) In addition to the sending of notices, open com

munications shall be m

aintained w

ith stockholders to encourage them to

personally attend

the stockholders’

meeting. If they cannot attend, they shall

be apprised ahead of time of their right to

appoint a

proxy. The

Board shall

encourage active

shareholder participation

by sending

the Notice

of A

nnual and Special Shareholders’ Meeting

with sufficient and

relevant information at

least twenty eight (28) business days before

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 139 of 154

the meeting.

(iii) The

Board shall

encourage active

shareholder participation by making the

result of the votes taken during the most

recent A

nnual or Special

Shareholders’ M

eeting publicly

available the

next w

orking day. In addition, the Minutes of the

Annual and Special Shareholders’ M

eeting shall

be available

on the

Com

pany w

ebsite within five (5) business days from

the end of the m

eeting. (iv) The Board shall com

mit to respect the

following rights of the stockholders:

a. V

oting Rights b. Pre-em

ptive Right c. Right of Inspection d. Right to Inform

ation e. Right to D

ividend f. A

ppraisal Right (v) It is the responsibility of the Board of D

irectors to establish an alternative dispute resolution system

to settle intra-corporate

disputes in

an am

icable and

effective m

anner. As such, the Board of D

irectors norm

ally engages the services of a neutral third party to assist in the resolution of issues betw

een DD

and stockholders, third parties

and regulatory authorities. The alternative

dispute resolution

system

may

include arbitration, m

ediation, conciliation, early neutral

evaluation, m

ini-trial, or

any

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 140 of 154

combination

thereof, as

DD

and

the

circumstances

sees fit.

Consid

eration is

given to the need to promote cand

or through confidentiality of the process, the policy of fostering prom

pt, economical,

and

amicable

resolution of

disputes in

accordance with the principles of integrity

of determination by the parties, and

the policy that the decision-m

aking authority in the process rests w

ith the parties. (vi) D

D shall establish an Investor Relations

Office

(IRO)

to facilitate

constant engagem

ent with its shareholders. The IRO

shall be present at every shareholders’ m

eeting.

DU

TIES TO

STA

KEH

OLD

ER

S

Re

spe

ctin

g R

igh

ts of S

tak

eh

old

ers a

nd

Effe

ctiv

e R

ed

ress fo

r Vio

latio

n o

f Stakeholder’s Rights

“The rights of stakeholders established by law

, by contractual relations and through voluntary

comm

itments

must

be respected.

Where

stakeholders’ rights

and/or interests are at stake, stakeholders

should have

the opportunity

to ob

tain prom

pt effective redress for the violation of their rights.

(i) The Board should identify the com

pany’s various

stakeholders and

promote

cooperation betw

een them

and

the

company in creating w

ealth, growth and

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 141 of 154

sustainability. (ii) The Board should establish clear policies and

programs to provide a m

echanism on

the fa

ir treatm

ent and

protection

of stakeholders. (iii) The Board should adopt a transparent fram

ework

and

process that

allow

stakeholders to

comm

unicate w

ith the

company and

to obtain redress for the

violation of their rights.”

Re

co

mm

en

da

tion

14

.2

1.

Board establishes clear policies and program

s to provide a mechanism

on the fair treatm

ent and protection of

stakeholders.

CO

MP

LIAN

T Identify policies and

programs for the

protection and fair treatm

ent of com

pany’s stakeholders

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides:

Pro

mo

ting

Sh

are

ho

lde

r Rig

hts

“DD

shall treat all shareholders fairly and equitably,

and

also recognize,

protect and

facilitate the exercise of their rights.

(i) It shall be the duty of the Board to prom

ote shareholder

rights, rem

ove im

pediments to the exercise of shareholder

rights and allow

possibilities to seek redress for violation of their rights. The Board shall encourage the exercise of shareholders’ voting rights and

the solution of collective action

problems

through appropriate

mechanism

s. The

Board shall

be

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 142 of 154

instrumental in rem

oving excessive costs and

other

administrative

or practical

impedim

ents to shareholders participating in m

eetings and/or voting in person. The

Board shall pave the way for electronic

filing and

distribution

of shareholder

information necessary to m

ake informed

decisions, subject to legal constraints. (ii) In addition to the sending of notices, open com

munications shall be m

aintained w

ith stockholders to encourage them to

personally attend

the stockholders’

meeting. If they cannot attend, they shall

be apprised ahead of time of their right to

appoint a

proxy. The

Board shall

encourage active

shareholder participation

by sending

the Notice

of A

nnual and Special Shareholders’ Meeting

with sufficient and

relevant information at

least twenty eight (28) business days before

the meeting.

(iii) The

Board shall

encourage active

shareholder participation by making the

result of the votes taken during the most

recent A

nnual or Special

Shareholders’ M

eeting publicly

available the

next w

orking day. In addition, the Minutes of the

Annual and Special Shareholders’ M

eeting shall

be available

on the

Com

pany w

ebsite within five (5) business days from

the end of the m

eeting.

(iv) The Board shall comm

it to respect the follow

ing rights of the stockholders:

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 143 of 154

a. V

oting Rights b. Pre-em

ptive Right c. Right of Inspection d. Right to Inform

ation e. Right to D

ividend f. A

ppraisal Right (v) It is the responsibility of the Board of D

irectors to establish an alternative dispute resolution system

to settle intra-corporate

disputes in

an am

icable and

effective m

anner. As such, the Board of D

irectors norm

ally engages the services of a neutral third party to assist in the resolution of issues betw

een DD

and stockholders, third parties

and regulatory authorities. The alternative

dispute resolution

system

may

include arbitration, m

ediation, conciliation, early neutral

evaluation, m

ini-trial, or

any com

bination thereof,

as D

D

and

the circum

stances sees

fit. C

onsideration

is given to the need to prom

ote candor

through confidentiality of the process, the policy of fostering prom

pt, economical,

and

amicable

resolution of

disputes in

accordance with the principles of integrity

of determination by the parties, and

the policy that the decision-m

aking authority in the process rests w

ith the parties.

(vi) DD

shall establish an Investor Relations O

ffice (IRO

) to

facilitate constant

engagement w

ith its shareholders. The IRO

shall be present at every shareholders’

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 144 of 154

meeting.”

DU

TIES TO

STA

KEH

OLD

ER

S

Re

spe

ctin

g R

igh

ts of S

tak

eh

old

ers a

nd

Effe

ctiv

e R

ed

ress fo

r Vio

latio

n o

f Stakeholder’s Rights

The rights of stakeholders established by law

, by contractual relations and through voluntary

comm

itments

must

be respected.

Where

stakeholders’ rights

and/or interests are at stake, stakeholders

should have

the opportunity

to ob

tain prom

pt effective redress for the violation of their rights.

(i) The Board should identify the com

pany’s various

stakeholders and

promote

cooperation betw

een them

and

the

company in creating w

ealth, growth and

sustainability. (ii) The Board should establish clear policies and

programs to provide a m

echanism on

the fair

treatment

and

protection of

stakeholders. (iii) The Board should adopt a transparent fram

ework

and

process that

allow

stakeholders to

comm

unicate w

ith the

company and

to obtain redress for the

violation of their rights.”

SEC Form – I-ACGR * Updated 21Dec2017 Page 145 of 154

Recommendation 14.3 1. Board adopts a transparent framework

and process that allow stakeholders to communicate with the company and to obtain redress for the violation of their rights.

COMPLIANT Provide the contact details (i.e., name of contact person, dedicated phone number or e-mail address, etc.) which stakeholders can use to voice their concerns and/or complaints for possible violation of their rights. Provide information on whistleblowing policy, practices and procedures for stakeholders

The Investor Relations Department with contact number +632 856-7111 The May 30, 2017 Revised Code of Corporate Governance of DoubleDragon Properties Corp., provides that: “The Board should establish a suitable framework for whistleblowing that allows employees to freely communicate their concerns about illegal or unethical practices, without fear of retaliation and to have direct access to an independent member of the Board or a unit created to handle whistleblowing concerns. The Board should be conscientious in establishing the framework, as well as in supervising and ensuring its enforcement.” Below is the information regarding the whistleblowing policy: http://www.doubledragon.com.ph/files/reports/Whistle-blowing_Policy.pdf

Supplement to Recommendation 14.3 1. Company establishes an alternative

dispute resolution system so that conflicts and differences with key stakeholders is settled in a fair and expeditious manner.

COMPLIANT Provide information on the alternative dispute resolution system established by the company.

The May 30, 2017 Revised Code of Corporate Governance of DoubleDragon Properties Corp., provides that:

“It is the responsibility of the Board of Directors to establish an alternative dispute resolution system to settle intra-corporate disputes in an amicable and effective

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 146 of 154

manner. A

s such, the Board of Directors

normally engages the services of a neutral

third party to assist in the resolution of issues betw

een DD

and stockholders, third parties

and regulatory authorities. The alternative

dispute resolution

system

may

include arbitration, m

ediation, conciliation, early neutral

evaluation, m

ini-trial, or

any com

bination thereof,

as D

D

and

the circum

stances sees

fit. C

onsideration

is given to the need to prom

ote candor

through confidentiality of the process, the policy of fostering prom

pt, economical,

and

amicable

resolution of

disputes in

accordance with the principles of integrity

of determination by the parties, and

the policy that the decision-m

aking authority in the process rests w

ith the parties.” A

dd

ition

al R

ec

om

me

nd

atio

ns to

Prin

cip

le 1

4

1. C

ompany does not seek any exem

ption from

the application of a law, rule or

regulation especially when it refers to a

corporate governance issue. If an exem

ption was sought, the com

pany discloses the reason for such action, as w

ell as presents the specific steps being taken to finally com

ply with the applicable

law, rule or regulation.

CO

MP

LIAN

T D

isclose any requests for exemption

by the company and

the reason for the request.

The company requests for the exem

ption from

registration of the shares covered by

the Employee Stock O

ption Plan (ESOP)

since it

is not

necessary in

the public

interest or

for the

protection of

the C

orporation’s investors by reason of the sm

all am

ount involved

or the

limited

character of the public offering.

2. C

ompany respects intellectual property

rights.

CO

MP

LIAN

T Provide specific instances, if any.

Please see

pages 180

to 182

of the

Prospectus dated June 28, 2018: http://w

ww

.doubledragon.com.ph/prosp

ectus#

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 147 of 154

Op

tion

al: P

rinc

iple

14

1. C

ompany discloses its policies and

practices tha

t address customers’ w

elfare

CO

MP

LIAN

T Identify policies, program

s and practices tha

t address customers’

welfare or provide link/reference to a

document containing the sam

e.

Concerns of custom

ers can be conveyed to

the com

pany through

its C

ustomer

Care.

http://ww

w.doubledragon.com

.ph/page/contact-us

2. C

ompany discloses its policies and

practices tha

t address supplier/contractor selection procedures

CO

MP

LIAN

T Identify policies, program

s and practices tha

t address supplier/contractor selection procedures or provide link/reference to a docum

ent containing the same.

The company has adopted a policy on the

accreditation and selection of suppliers

and contractors through bidding.

Prin

cip

le 1

5: A

mechanism

for employee participation should be developed to create a sym

biotic environment, realize the com

pany’s goals and pa

rticipate in its corporate governance processes. R

ec

om

me

nd

atio

n 1

5.1

1. Board establishes policies, program

s and

procedures that encourage employees to

actively participate in the realization of the

company’s goals and

in its governance.

CO

MP

LIAN

T Provide inform

ation on or link/reference to com

pany policies, program

s and procedures that

encourage employee participation.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides:

Encouraging Employees’ Particip

atio

n

“A m

echanism for em

ployee participation should

be developed

to create

a

symbiotic

environment,

realize the

company’s goals and

participate in its corporate governance processes.

(i)

The Board

should establish

policies, program

s and procedures that encourage

employees to actively participate in the

realization of the company’s goals and in

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 148 of 154

its governance.

(ii) The Board should set the tone and m

ake a

stand

against corrupt

practices by

adopting an anti-corruption policy and program

in its Code of C

onduct. Further, the Board should dissem

inate the policy and

program to em

ployees across the organization through trainings to em

bed them

in the company’s culture.

(iii) The Board should establish a suitable fram

ework for w

histleblowing that allow

s em

ployees to freely comm

unicate their concerns

about illegal

or unethical

practices, without fear of retaliation and to

have direct access to an independent m

ember of the Board or a unit crea

ted to handle

whistleblow

ing concerns.

The Board

should be

conscientious in

establishing the framew

ork, as well as in

supervising and ensuring its enforcement.”

Su

pp

lem

en

t to R

ec

om

me

nd

atio

n 1

5.1

1.

Com

pany has a reward/com

pensation policy that accounts for the perform

ance of the com

pany beyond short-term

financial measures.

CO

MP

LIAN

T D

isclose if company has in place a

merit-based perform

ance incentive m

echanism such as an em

ployee stock option plan (ESO

P) or any such schem

e that awards and

incentivizes em

ployees, at the same tim

e aligns their interests w

ith those of the shareholders.

The Com

pany has in place a merit-based

performance incentive m

echanism such

as an

ESOP

for the

mem

bers of

the Executive

Com

mittee

and

Regular Em

ployees of the company holding the

rank of

officer or

higher that

was

unanimously approved by the Board of

Directors

on N

ovember

11, 2015.

Its coverage w

as expanded to include rank

and file em

ployees pursuant to a Board Resolution dated D

ecember 8, 2016, w

hich

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 149 of 154

was

approved during

the Board

of D

irectors meeting held at the 16

th floor of 6750 Building, A

yala Avenue, Makati C

ity.

2. C

ompany has policies and

practices on health, safety and

welfare of its

employees.

CO

MP

LIAN

T D

isclose and provide inform

ation on policies and

practices on health, safety and

welfare of em

ployees. Include statistics and

data, if any.

http://ww

w.doubledragon.com

.ph/files/reports/Policy_on_the_Health,Safety_W

elfare_of_Em

ployees.pdf

3. C

ompany has policies and

practices on training and

development of its

employees.

CO

MP

LIAN

T D

isclose and provide inform

ation on policies and

practices on training

and developm

ent of employees.

Include information on any training

conducted or attended.

The company is continuously training and

developing their

employees

by conducting sem

inars and/or trainings from

tim

e to time.

The following are the

trainings/seminars

conducted by

the com

pany for

its em

ployees:

Train

ing

D

ate

Hotel of A

sia Strategic Planning Sem

inar January 3, 2018 to

January 5, 2018 Tax

Reform

Acceleration

and

Inclusion (Trai)n

Law

Seminar

February 22, 2018

Leadership

Training Sem

inar A

pril 6, 2018 and A

pril 11, 2018

Time

and

Stress M

anagem

ent Sem

inar

May 4, 2018

May 11, 2018

May 18, 2018

June 1, 2018 C

ustomer

Service Training

April 12, 2018

In House

Custom

er Service Training

June 5, 2018

Training Managem

ent June 20, 2019

Health

and W

ellness Sem

inar June 29, 2018

SEC Form – I-ACGR * Updated 21Dec2017 Page 150 of 154

Fitness Activity for Employees

July 6, 2018

Orientation and Seminar on Email Systems Upgrade

July 9, 2018

Advanced Excel Training

August 11, 2018

Crafting HR Policies and Contract Training

August 24, 2018

Data Privacy Seminar August 24, 2018 Financial Wellness Seminar

September 14, 2018

Work Attitude and Values Enhancement Seminar

October 5, 2018

Seminar on Tax Updates

October 22, 2018 to October 23, 2018

Electrical Engineers Convention

November 14, 2018 to November 17, 2018

Mechanical Engineers Convention

October 10, 2018 to October 13, 2018

PCO Training September 11, 2018 to September 14,

2018 KPMG Seminar Go for 120

September 11, 2018 September 12, 2018 September 26, 2018

Recommendation 15.2 1. Board sets the tone and makes a stand

against corrupt practices by adopting an anti-corruption policy and program in its Code of Conduct.

COMPLIANT Identify or provide link/reference to the company’s policies, programs and practices on anti-corruption

The May 30, 2017 Revised Code of Corporate Governance of DoubleDragon Properties Corp., provides:

Encouraging Employees’ Participation

“The Board should set the tone and make a stand against corrupt practices by adopting an anti-corruption policy and

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 151 of 154

program in its C

ode of Conduct. Further,

the Board should disseminate the policy

and program

to employees across the

organization through trainings to embed

them in the com

pany’s culture.” The

company’s

Code

of C

onduct effective February 19, 2018 provides for the anti-corruption policy, such as: “Bribing, soliciting or accepting any favor, m

oney, gifts, or anything of value from

anyone.” And the penalty for com

mission

of which is dism

issal. 2.

Board disseminates the policy and

program

to employees across the

organization through trainings to embed

them in the com

pany’s culture.

CO

MP

LIAN

T Identify how

the board disseminated

the policy and program

to em

ployees across the organization

The policy

against anti-corruption

was

disseminated

through the

organization through electronic m

ail.

Su

pp

lem

en

t to R

ec

om

me

nd

atio

n 1

5.2

1. C

ompany has clear and

stringent policies a

nd procedures on curbing and

penalizing em

ployee involvement in offering, paying

and

receiving bribes.

CO

MP

LIAN

T Identify or provide link/reference to the com

pany policy and procedures

on penalizing employees involved in

corrupt practices. Include any finding of violations of the com

pany policy.

The Code of C

onduct effective February 19, 2018 provides for the dism

issal for the first offense of an em

ployee who bribes,

solicits or accepts any favor, m

oney, gifts, or anything of value from

anyone.

Re

co

mm

en

da

tion

15

.3 1.

Board establishes a suitable framew

ork for w

histleblowing that allow

s employees to

freely comm

unicate their concerns about illegal or unethical practices, w

ithout fear of retaliation

CO

MP

LIAN

T D

isclose or provide link/reference to the com

pany whistle-blow

ing policy and

procedure for employees.

Indicate if the framew

ork includes procedures to protect the em

ployees from retaliation.

The M

ay 30,

2017 R

ev

ised

C

od

e

of

Co

rpo

rate

Go

ve

rna

nc

e of DoubleD

ragon Properties C

orp., provides:

Encouraging Employees’ Participation

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 152 of 154

Provide contact details to report any illegal or unethical behavior.

“A m

echanism for em

ployee participation should

be developed

to create

a

symbiotic

environment,

realize the

company’s goals and

participate in its corporate governance processes.”

“The

Board should

establish a

suitable fram

ework for w

histleblowing that allow

s em

ployees to freely comm

unicate their concerns

about illegal

or unethical

practices, without fear of retaliation and to

have direct access to an independent m

ember of the Board or a unit crea

ted to handle

whistleblow

ing concerns.

The Board

should be

conscientious in

establishing the framew

ork, as well as in

supervising and ensuring its enforcement.”

Below

is the

information

regarding the

whistleblow

ing policy: http://w

ww

.doubledragon.com.ph/files/r

eports/Whistle-blow

ing_Policy.pdf

2. Board establishes a suitable fram

ework for

whistleblow

ing that allows em

ployees to have direct access to an independent m

ember of the Board or a unit created to

handle whistleblow

ing concerns.

CO

MP

LIAN

T

3. Board supervises and

ensures the enforcem

ent of the whistleblow

ing fram

ework.

CO

MP

LIAN

T Provide inform

ation on how the

board supervised and ensured

enforcement of the w

histleblowing

framew

ork, including any incident of w

histleblowing.

P

rinc

iple

16

: The company should be socially responsible in all its dealings w

ith the comm

unities where it operates. It should ensure that its

interactions serve its environment and

stakeholders in a positive and progressive manner that is fully supportive of its com

prehensive and balanced

development.

Re

co

mm

en

da

tion

16

.1

1.

Com

pany recognizes and places im

portance on the interdependence betw

een business and society, and

prom

otes a mutually beneficial

relationship that allows the com

pany to

CO

MP

LIAN

T Provide inform

ation or reference to a docum

ent containing information on

the company’s com

munity

involvement and

environment-

related programs.

Last A

pril 21,

2018, the

company

conducted an outreach activity entitled

“Brigada Eskwela” conducted at Buhay na

Tubig

Elementary

School. This

activity

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 153 of 154

grow its business, w

hile contributing to the a

dvancement of the society w

here it operates.

facilitates the preparation of public schools for the opening of classes. D

oubleDragon

Properties C

orp. is

continually supporting the Jollibee Foods C

orporation’s initiatives specifically in the areas

of education,

youth and

entrepreneurship. The program

s which the

company supported include:

a.

Farmer

Entrepreneurship Program

for A

groenterprise Developm

ent to help FEP farm

er leaders. b.

Busog, Lusog, Talino (BLT) School Feeding

Program

that aim

s to

effectively provide nutritious food to school children.

Project A

CE

Scholarships that

provides tertiary

education scholarships

to underprivileged

Op

tion

al: P

rinc

iple

16

1. C

ompany ensures that its value chain is

environmentally friendly or is consistent

with prom

oting sustainable development

CO

MP

LIAN

T Identify or provide link/reference to policies, program

s and practices to ensure that its value chain is environm

entally friendly or is consistent w

ith promoting sustainable

development.

The com

pany is

promoting

sustainable developm

ent through green technology. The C

ompany has been pre-certified for a

silver Leadership in Energy & Environm

ental D

esign (“LEED

”) certification

for D

oubleDragon Plaza.

2. C

ompany exerts effort to interact positively

with the com

munities in w

hich it operates C

OM

PLIA

NT

Identify or provide link/reference to policies, program

s and practices to interact positively w

ith the com

munities in w

hich it operates.

http://ww

w.doubledragon.com

.ph/page/corporate-social-responsibility The com

pany also has some activities such

as A

dopt a

School, G

o Lokal

and com

munity activities conducted in every

CityM

alls such as developmental training

SEC Form – I-ACG

R * Updated 21D

ec2017 Page 154 of 154

for children, taekwondo sum

mer cam

p, sum

mer youth cam

p, dance workshop,

Friday M

ass, and

all

other com

munity-

related activities.