Part D: Responsibilities of the Board

LEVEL 1

PART D: RESPONSIBILITIES OF THE BOARD

SCORECARD ITEM

GUIDING REFERENCE

RESPONSE

(Yes/No)

COMPANY REMARKS

D.1

Board Duties and Responsibilities

Clearly defined board responsibilities and corporate governance policy

D.1.1

Does the company disclose its corporate governance policy / board charter?

G20/OECD Principles of Corporate Governance (2023):

IV. Disclosure and transparency

IV.A. Disclosure should include, but not be limited to, material information on:

9. Governance structures and policies, including the extent of compliance with national corporate governance codes or policies and the process by which they are implemented.

Yes

PSE's Manual on Corporate Governanceand PSE's BOD Manualstipulates the company's corporate governance policies. These are disclosed in the company's Governancepage under Board Matters.

The Charter of the PSE Board of Directors articulates and sets forth with specificity the governance and oversight responsibilities exercised by the directors and their roles and functions in the company together with provisions on board composition, board committees and board governance subject to provisions of the company's articles of incorporation, by-laws and applicable laws.

2024 Integrated Annual Corporate Governance Report

Pages 23-24, Recommendation 2.12

Page 57-58, Recommendation 8.7

D.1.2

Are the types of decisions requiring board of directors/commissioners' approval disclosed?

G20/OECD Principles of Corporate Governance (2023):

V. The responsibilities of the board

V.D. The board should fulfil certain key functions, including:

1. Reviewing and guiding corporate strategy, major plans of action, annual budgets and business plans; setting performance

Yes

In addition to the provisions of the Revised Corporation Code, the company states which corporate actions require Board approval in PSE's Manual on Corporate Governanceand SEC Form 17-A 2024.

2024 Integrated Annual Corporate Governance Report

Pages 23-24, Recommendation 2.12

Page 57-58, Recommendation 8.7

LEVEL 1

PART D: RESPONSIBILITIES OF THE BOARD

SCORECARD ITEM

GUIDING REFERENCE

RESPONSE

(Yes/No)

COMPANY REMARKS

D.1.3

Are the roles and responsibilities of the board of directors/commissioners clearly stated?

objectives; monitoring implementation and corporate performance; and overseeing major capital expenditures, acquisitions and divestitures.

1. Reviewing and assessing risk management policies and procedures.

2. Monitoring the effectiveness of the company's governance practices and making changes as needed.

3. Selecting, overseeing and monitoring the performance of key executives, and, when necessary, replacing them and overseeing succession planning.

4. Aligning key executive and board remuneration with the longer term interests of the company and its shareholders.

5. Ensuring a formal and transparent board nomination and election process.

6. Monitoring and managing potential conflicts of interest of management, board members and shareholders, including misuse of corporate assets and abuse in related party transactions.

7. Ensuring the integrity of the corporation's accounting and reporting systems for disclosure,

including the independent audit,

Yes

The roles and responsibilities of the company's Board of Directors are clearly stated in PSE's Manual on Corporate Governance(Article IV, Section 2 -Establishing Clear Roles and Responsibilities of the Board of Directors) and PSE's BOD Manual.

The duties and responsibilities of the Board Committees are reflected in their respective charters:

Corporate Governance Committee Charter

Audit and Related Party Transactions Committee

Risk Management Committee Charter Investments Committee Charter Membership Committee Charter

Additional reference:

2024 Integrated Annual Corporate Governance Report

Pages 23-24, Recommendation 2.12

LEVEL 1

PART D: RESPONSIBILITIES OF THE BOARD

SCORECARD ITEM

GUIDING REFERENCE

RESPONSE

(Yes/No)

COMPANY REMARKS

and that appropriate systems of control are in place, in compliance with the law and relevant standards.

9. Overseeing the process of

disclosure and communications.

Corporate Vision/Mission

D.1.4

Does the company have an updated vision and mission statement?

G20/OECD Principles of Corporate Governance (2023):

V. The responsibilities of the board

V.D. The board should fulfil certain key functions, including:

1. Reviewing and guiding corporate strategy, major plans of action, annual budgets and business plans; setting performance objectives; monitoring implementation and corporate performance; and overseeing major capital expenditures, acquisitions and divestitures.

Yes

The Company's updated vision and mission are stated on its website (Mission, Vision and Values). PSE's Manual on Corporate Governance (Article IV, Section 2 -Establishing Clear Roles and Responsibilities of the Board of Directors) states that it is the duty of the company's Board of Directors to formulate (and update / review) vision, mission, strategic objectives, policies and procedures that shall guide the Company's activities.

2024 Integrated Annual Corporate Governance Report

Pages 11-12, Recommendation 2.2

Pages 12-13, Supplement to Recommendation 2.2(1)

D.1.5

Does the board of directors play a leading role in the process of developing and reviewing the company's strategy at least annually?

Yes

Business objectives and strategies are reviewed annually. The new strategic plan 2024-2026 (mid-term strategy) was approved by the Board on December 14, 2023. Mid-term business objectives and strategies are reviewed every three (3) years while long-term business objectives and strategies are reviewed every five (5) years.

The Board also reviews the annual budget

LEVEL 1

PART D: RESPONSIBILITIES OF THE BOARD

SCORECARD ITEM

GUIDING REFERENCE

RESPONSE

(Yes/No)

COMPANY REMARKS

and business plans, including the major expenditures, of the company.

PSE's Manual on Corporate Governance (Article IV, Section 2 - Establishing Clear Roles and Responsibilities of the Board of Directors) states that it is the duty of the company's Board of Directors to formulate (and update / review) vision, mission, strategic objectives, policies and procedures that shall guide the company's activities.

The company utilizes its Project Management Framework ("PM Framework") to guide all project teams in implementing the company's projects (generally classified as strategic or non-strategic). The PM Framework outlines common parameters and best practices in managing projects such as communication systems, approval processes, identifying risks, project risk mitigation, and monitoring project status.

SEC Form 17-A 2024

Pages 26-27, Ongoing Plans and Programs for 2025

2024 Integrated Annual Corporate Governance Report

Pages 11-12, Recommendation 2.2

Page 13-14, Supplement to Recommendation 2.2(2)

D.1.6

Does the board of directors have a process to review, monitor and

oversee the implementation of the

ICGN (2021) PRINCIPLE 1:

Board role and responsibilities

1.1 Responsibilities

Yes

Business objectives and strategies are reviewed annually. The new strategic plan

2024-2026 (mid-term strategy) was