To fully comply with the leading practices in good governance, our Board of Directors establishes the vision, strategic objectives, key policies, processes and procedures for the Management of 8990 Holdings Inc., as well as the mechanism for monitoring and evaluation of Management’s performance.

The Company submitted its Manual on Corporate Governance to the Philippine Securities and Exchange Commission (SEC) on October 18, 2010 in compliance with SEC Memorandum Circular No. 6, series of 2009. The Company’s directors, officers, and employees have complied with the best practices and principles on good corporate governance as embodied in its Corporate Governance Manual, which requires the Company to have at least two independent directors in the Board of Directors.

As part of its system for monitoring and assessing compliance with the Manual and the SEC Code of Corporate Governance, each committee is required to report regularly to the Board of Directors, and the Manual is subject to quarterly review. The Compliance Officer, who is appointed by the Board and reports directly to the Chairman of the Board, is responsible for determining and measuring compliance with the Manual and the SEC Code of Corporate Governance.

In its belief that the essence of corporate governance is transparency, the Company ensures that all material information which could adversely affect its viability or the interests of its shareholders be publicly and timely disclosed. In addition to the compliance with periodic and structural reportorial requirements, the Company ensures that all material information such as earnings results, acquisition or disposition of assets, off-balance sheet transactions, related party transactions, and direct and indirect remuneration of members of the Board and Management are timely disclosed to the SEC as well as to the Philippine Stock Exchange (PSE) and the public through appropriate PSE mechanism and submissions to the SEC. The Company likewise updates the public through its Website which is updated on a regular basis.

At least one of the independent directors serves on the Governance Committee, the Nomination Committee, and the Audit and Risk Management Committee. The Board created and appointed Board members to each of the committees set forth below. Each member of the respective committees named below holds office as of the date of this report and will serve until his or her successor is elected and qualified.