2025 Corporate Governance Seal

Yes

See PNOC EC Manual for Corporate Governance, Section 8.3 (f), CORPORATE SOCIAL RESPONSIBILITY AND RELATIONS WITH STAKEHOLDERS (CUSTOMERS), page 35.

The Manual of Corporate Governance provided for the Corporate Social Responsibility and Relations with Stakeholders (Communities), Section 8.3 (e) page 34 of the GOCC (PNOC EC). It is guided by the following key principles:

1. Sustainability
2. Self-sufficiency and Empowerment
3. Transparency
4. Gender Sensitivity and Cultural sustainability

See PNOC EC’s Manual of Corporate Governance 

PNOC EC also has an approved CSR Policy.

See PNOC EC’s CSR policy 

Yes

PNOC EC issue a Memorandum dated 19 June 2007 regarding EHS Policy and Revised HSSE Policy Statement dated 06 September 2018.

For 2025, PNOC EC complied with environmental commitments under the Environmental Compliance Certificate of COC 41 project, regular monitoring of wastewater discharges, ambient air, and noise to reduce the environmental impacts of the Company’s project. Waste segregation, proper handling and disposal of hazardous wastes are continuously practiced in field sites. Recyclable materials were sorted in Material Recovery Facilities (MRF) to promote waste reduction and recycling. 

See EHS Policy, Revised HSSE Policy Statement, 2025 Health, Safety, Security and Environment (HSSE) Annual Report

Yes

For 2025, PNOC EC, continues to demonstrate its commitment to improving HSSE performance through the regular review of its HSSE Management System. This ongoing process underscores PNOC EC’s commitment to embedding HSSE principles across all operational areas, reinforced by consistent dissemination of HSSE-related updates and sustained learning and skills development programs.

Health Management and Awareness

The health and well-being of employees remain a core pillar of PNOC EC’s corporate responsibility. Through comprehensive health management and awareness programs, the Company fosters a safe, healthy, and supportive workplace that enables employees to perform effectively and sustain their personal and professional well-being.

Throughout the year, the Company implements a range of initiatives aimed at supporting employees’ physical, mental, and emotional well-being as part of its commitment to holistic health management. Activities include:

1. provision of basic medicines, vitamins, influenza vaccinations, and essential medical supplies

2. ensuring a safe and healthy workplace through quarterly quality testing of drinking water within office premises

3. assessments of pre-employment medical examination results and regular monitoring of annual physical examination outcomes.

4. availability of health-related articles and educational lectures to employees to further enhance awareness and understanding of health management practices.

The Company also implemented a three-month Health and Wellness Program which recognizes employees who actively promote and practice a healthy lifestyle. In addition, other health initiatives such as a bloodletting drive conducted in partnership with the National Kidney and Transplant Institute (NKTI) and the administration of pneumococcal vaccinations were carried out. For field office, PNOC EC was able to conduct an annual physical examination for Mine 3 administration office staff and random drug testing of Mine 3 personnel.

Operational Safety and Security

The safety and security of the Company’s petroleum and coal operations remain a primary focus. PNOC EC implements robust safety management systems and security protocols to safeguard its people, assets, and the environment. Through strict adherence to regulatory requirements and industry’s best practices, the Company works to maintain a secure operating environment, effectively manage risks, and continuously strengthen its safety culture.

PNOC EC completed the inspection of Port of Irene and the transport route leading to the SC 37 Chico-1 Well drill site in Santiago, Isabela as part of the Journey Management Plan for the ongoing petroleum exploration project.
The Company enhanced its onsite HSSE support in mine operations, at the Coal Operations Group Malangas (COG) and in Malangas Coal Terminal (MCT) through regular conduct of inspections and audits. This approach reinforces compliance with applicable regulatory requirements and promotes the consistent application of established safety protocols. Findings and recommendations from inspections and audits were communicated to the relevant units for prompt resolution. Operational hazard management includes assessment of workplace environments and practices, recommendations on safety equipment specifications, identification of necessary personnel training, and implementation of work improvements.

Activities conducted in mine operations included discussions with personnel from the HSSE, Maintenance, and Mine Operations teams focusing on the assessment of electrical and mechanical equipment used in Mine 3, as well as the conduct of an extensive safety awareness training program for all personnel. A cascading overview of the DOE Coal Mine Safety and Health Rules and Regulations, along with briefings on specific operational procedures, including mine portal development, installation of steel arches during development and repair stages, longwall installation of supports and slicing, and the guidelines on the use of man-riding cars. Moreover, the Emergency Response Plan for the Malangas Coal Terminal was successfully approved.

PNOC EC maintained close coordination with government security forces and relevant agencies to support security and situational awareness during project operations. Peace and order assessments were conducted in the municipalities of Diplahan, Imelda, and Malangas, covering the COC 41 and COC 204 project areas. The Company also coordinated with a designated training provider for the conduct of a two-day Maritime Security Awareness Training for MCT and concerned personnel (April 2 to 3, 2025). Support was also extended during MCT’s journey towards its compliance with the provisions of the National Security Program for Sea Transport and Maritime Infrastructure (NSPSTMI) based on the International Maritime Organization (IMO) standard, and being required by the Office for Transportation Security (OTS)–DOTr, which resulted in the issuance of a full-term Statement of Compliance for a Port Facility (SoCPF) valid for five (5) years from 12 November 2025 to 11 November 2030.

To strengthen the Company’s safety culture and HSSE management system at the Head Office, several structured activities were implemented. These included HSSE orientation programs for new employees, General Services and Security personnel; conduct of Fire Prevention Seminars and Firefighting Exercises; regular dissemination of weather advisories via email; and adherence with office and site inspection requirements. The Company also participated in the quarterly Nationwide Simultaneous Earthquake Drill (NSED) in coordination with the Department of Energy (DOE). Fire safety inspections at the Head Office were facilitated in coordination with the Bureau of Fire Protection (BFP), alongside the facilitation of Disaster Risk Reduction and Management (DRRM) awareness program in compliance with GCG Memorandum Circular No. 2024-01. In addition, risk assessments were prepared in relation to the announcement of the cessation of Coal Operating Contract (COC) 41 operations and the corresponding decommissioning plan, and the preparation of the Public Service Continuity Plan (PSCP) was facilitated.

See 2025 Health, Safety, Security and Environment (HSSE) Annual Report

Yes

For 2025,  As part of the Company’s Environmental, Social and Governance framework, PNOC EC places strong emphasis on environmental management by implementing programs and initiatives that support sustainable development and responsible operations. Programs and key initiatives include the following:

1. Applications and renewals of pertinent permits, clearances, and accreditations covering the Company’s various activities.

2. Strict compliance with the ECC conditions and other applicable regulatory requirements, including: proper solid waste management through the utilization of the Materials Recovery Facility (MRF); quarterly preventive maintenance service (PMS) of the genset, as required under its Permit to Operate; regular ambient air monitoring (with sampling conducted on 28 January 2025 for Q1, 13 June 2025 for Q2, and 30 September 2025 for Q3) and wastewater monitoring; and the timely submission of all reportorial requirements to DENR-EMB.

3. Conduct of quarterly MMT meetings for the COC 41 Coal Mining Project, with the Q4 2025 session held in person, marking the first face-to-face meeting since the pandemic. The meetings were conducted as follows: Q1 on 22 April 2025, Q2 on 10 July 2025, Q3 on 14 October 2025, and Q4 on 21 January 2026.

4. Continuous compliance with air and water quality standards across all project sites.

5. Completion of the HSSE Manual for SC 59 West Balabac, outlining updated guidelines for safe, environmentally responsible, and sustainable operations.

6. Conduct of regular orientations to utility and maintenance personnel, as well as new employees, on proper water use, conservation practices, and efficient water management to support climate change adaptation and long-term water sustainability.

7. Submission of the Decommissioning and Rehabilitation Plan and updated Environmental Management Plans (EMP), including the Environmental Monitoring Plan (EMoP), Impact Management Plan (IMP), Social Development Plan (SDP), and Information, Education, and Communication (IEC), for Coal Operating Contract No. 41 (COC 41) Coal Mining Project in Zamboanga Sibugay.

In exploration sites, PNOC EC is steadfast in its commitment towards preservation of ecological balance through the following:
1. Use of environment-friendly and internationally accepted drilling fluids, equipment, and technology in drilling operations;

2. Safe conduct of seismic survey and suspending activities during migration of marine mammals (e.g., whales and dolphins) and other endangered marine species, and by hiring Marine Mammal Observers (MMO) on board seismic vessels during operation to ensure the safety of these sea creatures;

3. Conduct of Information, Education and Communication (IEC) campaigns as well as FPIC activities, as mandated by law, in the affected host communities prior to exploration work;

4. Strict adherence to the terms and conditions of the Certificate of Non-Coverage (CNC) and other applicable permits and clearances; and

5. Keeping up with good oil and coal industry practices.

See 2025 Health, Safety, Security and Environment (HSSE) Annual Report

Yes

For 2025,  As part of the Company’s Environmental, Social and Governance framework, PNOC EC places strong emphasis on environmental management by implementing programs and initiatives that support sustainable development and responsible operations. Programs and key initiatives include the following:

1. Applications and renewals of pertinent permits, clearances, and accreditations covering the Company’s various activities.

2. Strict compliance with the ECC conditions and other applicable regulatory requirements, including: proper solid waste management through the utilization of the Materials Recovery Facility (MRF); quarterly preventive maintenance service (PMS) of the genset, as required under its Permit to Operate; regular ambient air monitoring (with sampling conducted on 28 January 2025 for Q1, 13 June 2025 for Q2, and 30 September 2025 for Q3) and wastewater monitoring; and the timely submission of all reportorial requirements to DENR-EMB.

3. Conduct of quarterly MMT meetings for the COC 41 Coal Mining Project, with the Q4 2025 session held in person, marking the first face-to-face meeting since the pandemic. The meetings were conducted as follows: Q1 on 22 April 2025, Q2 on 10 July 2025, Q3 on 14 October 2025, and Q4 on 21 January 2026.

4. Continuous compliance with air and water quality standards across all project sites.

5. Completion of the HSSE Manual for SC 59 West Balabac, outlining updated guidelines for safe, environmentally responsible, and sustainable operations.

6. Conduct of regular orientations to utility and maintenance personnel, as well as new employees, on proper water use, conservation practices, and efficient water management to support climate change adaptation and long-term water sustainability.

7. Submission of the Decommissioning and Rehabilitation Plan and updated Environmental Management Plans (EMP), including the Environmental Monitoring Plan (EMoP), Impact Management Plan (IMP), Social Development Plan (SDP), and Information, Education, and Communication (IEC), for Coal Operating Contract No. 41 (COC 41) Coal Mining Project in Zamboanga Sibugay.

In exploration sites, PNOC EC is steadfast in its commitment towards preservation of ecological balance through the following:
1. Use of environment-friendly and internationally accepted drilling fluids, equipment, and technology in drilling operations;

2. Safe conduct of seismic survey and suspending activities during migration of marine mammals (e.g., whales and dolphins) and other endangered marine species, and by hiring Marine Mammal Observers (MMO) on board seismic vessels during operation to ensure the safety of these sea creatures;

3. Conduct of Information, Education and Communication (IEC) campaigns as well as FPIC activities, as mandated by law, in the affected host communities prior to exploration work;

4. Strict adherence to the terms and conditions of the Certificate of Non-Coverage (CNC) and other applicable permits and clearances; and

5. Keeping up with good oil and coal industry practices.

See 2025 Health, Safety, Security and Environment (HSSE) Annual Report

The Annual Report and website provides for the contact information where stakeholders can send or voice out their concerns and/or complaints.

During the conduct of Information, Education and Communication (IEC) campaigns in the project host communities, the contact details are likewise provided in the presentation materials.

See 2024 PNOC EC Annual Report, page 4 and back page.

See PNOC EC Website under Contact Us.

Yes

PNOC EC issue a Memorandum dated 19 June 2007 regarding EHS Policy and Revised HSSE Policy Statement dated 06 September 2018.

See EHS Policy, Revised HSSE Policy Statement

Yes

PNOC EC's HSSE Department is submitting a monthly and annual safety performance report to the Management which includes data on occupational injury or illnesses. For 2025, PNOC EC and its contractors recorded 696,512 and 438,276 safe manhours, respectively.

See 2025 Health, Safety, Security and Environment (HSSE) Annual Report

The PNOC EC has an Employee Development Program and Competency Development Framework aimed at maintaining and upgrading the quality of its personnel by enhancing their core and technical expertise needed for the efficient and successful delivery of operational activities and strategic programs aimed at achieving business targets and corporate objectives.

See Employee Development Program and Competency Development Framework

The PNOC EC has disclosed its Corporate Objectives.

See Strategic Objective and Measurement in the 2024 Performance Scorecard included in PNOC EC's 2024 Annual Report, page 45.

The PNOC EC has disclosed its Financial Performance Indicators in its Financial Statements, Performance Scorecard (as Net Income and BUR), and Annual Report.

See 2025 Financial Highlights based on Audited Financial Statements, Financial Performance Indicators in the 2025 Performance Scorecard, and PNOC EC's 2025 Annual Report.

The PNOC EC has disclosed its Non-Financial Performance Indicators in its Annual Report and Performance Scorecard.

See Non-Financial Indicators in the 2024 Performance Scorecard, which is also included in PNOC EC's 2024 Annual Report.

Consistent with the GCG Memorandum Circular No. 2016-02 "Revised Whistleblowing Policy for the GOCC Sector", the PNOC EC Whistleblowing Policy Guidelines includes, among others, procedures of its whistle-blowing policy for its stakeholders.

Yes. See Board of Directors included in PNOC EC's 2024 Annual Report, pages 46-48

Yes.

See Board of Directors' List of Trainings and Seminars

See PNOC EC's Annual Reports.

PNOC EC’s 2024 Annual Report (page 40) includes a statement which reads: “PNOC EC affirms its full compliance with the provisions of the Code of Corporate Governance (GCG Memorandum Circular No. 2012-07 dated November 2012) and PNOC EC’s Manual of Corporate Governance dated January 2014, revised and approved by GCG on August 2021 in compliance with SEC Memorandum Circular (MC) No. 24, Series of 2019 and SEC MC No. 19, Series of 2020. As a model GOCC, PNOC EC continuously lives up to such status through practice of good corporate governance towards active promotion and pursuit of corporate governance reforms and conscious observance of the principles of accountability and transparency."

Yes. See 2024 Annual Report, pages 40

PNOC EC released its 2024 Annual Audit Report 14 days after receipt from COA.

PNOC EC released its 2024 Annual Report 58 days after the release/publication of its 2024 Audited Financial Statements.

The true and fair representation of the annual financial statements/reports is affirmed in the Statement of Management's Responsibility signed by the Chairman of the Board, the President and CEO and the Acting Treasurer

See 2024 Annual Report, page. 58

The Board of Directors reviewed the Company's Strategy Map and Performance Scorecard, among others, during PNOC EC's 2025 Strategic Planning Session held from 08-09 January 2025.

See PNOC EC's 2025 Board Planning Session Program.

PNOC EC regularly holds an Annual Planning Session attended by members of the Board of Directors and Management, where the Company’s Vision and Mission are deliberated on. The Board of Directors and Management also discuss the implementation of the Company’s plans and programs aligned with its corporate strategies.

See PNOC EC's 2025 Board Planning Session – Agreed Action Items

The PNOC EC Board of Directors, Management, and employees are covered by and are required to comply with the following: 

1. Republic Act No. 6713
2. Republic Act No. 6713 IRR
3. Company Policy on Discipline
4. Table of Penalties
5. Rules and Regulations on Discipline of Corporate Officers and Secretary Certificate on Board Resolution No. 7-7, S’2012.
6. Republic Act No. 10149
7. GCG Memorandum Circular No. 2012-05
8. Gender-Based Anti-Sexual Harassment Policy Manual

As a practice, the PNOC EC Board of Directors schedules a Board meeting at least once every month, the date of which is subject to the availability of the Secretary of the Department of Energy – PNOC EC’s Ex Officio Chairman of the Board.

Although the By-Laws and existing rules mandate that the Board must be provided the materials two (2 days) before a meeting, as a practice, materials for Board Meetings are provided to the Board at least three (3) working days in advance of all Board Meetings.

See PNOC EC Manual for Corporate Governance, page 8-11

The Board of Directors hold at least one (1) meeting every month.

See Board of Directors Meeting Attendance for 2025

The Board of Directors held sixteen (16) meetings in 2025.

See Board of Directors Board Meeting Attendance for 2025, Proof of Meeting Scheduled in Advance

At least 90% of the Board Meetings were attended by all appointive Member of the Board.

See Board of Directors Meeting Attendance for 2025

See Board of Directors Meeting Attendance for 2025

Although the By-Laws and existing rules mandate that the Board must be provided the materials two (2 days) before a meeting, as a practice, materials for Board Meetings are provided to the Board at least three (3) working days in advance of all Board Meetings.

See PNOC EC's Laws, pages 4-5

PNOC EC's Corporate Secretary and Assistant Corporate Secretaries, appointed by the Board of Directors as such, are members in good standing of the Philippine Bar.

See 2025 PNOC EC Corporate Secretary and Assistant Corporate Secretaries

PNOC EC has established the Enterprise Risk Management System.

As disclosed in the Company’s Annual Report, the Board of Directors oversee the risk management functions, particularly in the areas of managing credit, market liquidity, operational, legal, reputational, and other risks of PNOC EC. The Company’s Management regularly reports to the Audit and Risk Management Committee and to the Board of Directors all matters concerning PNOC EC’s material controls and risk management system.

It is in the policy that PNOC EC’s Board of Directors perform risk management function as mandated and guided in its Manual Corporate Governance series of 2019.

Refer to Corporate Governance section, of the 2024 Annual Report, page 40.

Refer to Manual of Corporate Governance, page 21, 3.1e (i)

PNOC EC’s annual report, will be published in June as scheduled after review and approval by COA of its Financial Statement.

The annual report contains a statement that the Board of Directors oversee the risk management functions, particularly in the areas of managing credit, market liquidity, operational, legal, reputational, and other risks of PNOC EC. The Company’s Management regularly reports to the Audit and Risk Management Committee and to the Board of Directors all matters concerning PNOC EC’s material controls and risk management system.

Refer to Corporate Governance section, of the 2024 Annual Report, page 40.

Refer to Manual of Corporate Governance, page 21, 3.1e (i)

PNOC EC’s annual report, will be published in June as scheduled after review and approval by COA of its Financial Statement.

For 2025, PNOC EC’s Ex-Officio Chairperson is Raphael Perpetuo M. Lotilla (until 2025) and Sharon S. Garin (Appointed July 2025) (Secretary, Department of Energy), while its President and CEO is Adrian Ferdinand S. Sugay.

See 2024 Annual Report, page 46

The Office of the Corporate Secretary holds an orientation session for new directors, covering the following topics: (1) Company overview; (2) Role of PNOC EC Board of Directors; and (3) PNOC EC Operations.

See Briefing Materials for New Directors

One of the functions of the Governance Committee is to recommend to the Board the continuing education of Directors.

Furthermore, the Annual Work Program and Budget of PNOC EC contains provision for the attendance of all members of the Board of Directors to training programmes and seminars as part of the continuous professional educational programme.

See PNOC EC Manual for Corporate Governance, page 20, Sec 3.15 (c)(iii)

Yes.

See Board of Directors' List of Trainings and Seminars

The Board of Directors conducts an annual assessment of its performance for the year based on an appraisal system developed for the purpose. For its performance for the year 2025, the appraisal of the Board of Directors will be conducted in the first quarter of 2026.

See Board Assessment Questionnaire.

The Board of Directors conducts an annual assessment of Its performance for the year based on an appraisal system developed for the purpose, which determines, among others, (a) the adequacy of the Boards structure and composition; (b) whether the Board has fulfilled its responsibilities for PNOC EC's performance; (c) whether the members of the Board work well as a team and communicate properly; and (d) their strengths and weaknesses.

For the year 2025, the appraisal of the Board of Directors will be conducted in the first quarter of 2026. 

The Office of the Corporate Secretary, as the repository of Board Assessment Questionnaire, individually sends and collects the Performance Appraisal Form of each Member of the Board to assure the integrity and confidentiality of such. 
 

See Board Assessment Questionnaire.

The Board of Directors conducts an annual assessment of Its performance for the year based on an appraisal system developed for the purpose, which determines, among others, (a) the adequacy of the Boards structure and composition; (b) whether the Board has fulfilled its responsibilities for PNOC EC's performance; (c) whether the members of the Board work well as a team and communicate properly; and (d) their strengths and weaknesses.

For the year 2025, the appraisal of the Board of Directors will be conducted in the first quarter of 2026.
 

See Board Assessment Questionnaire.

The Board of Directors Committees conducts an annual assessment of its performance for the year based on an appraisal system developed for the purpose which determines, among others, (a) the adequacy of the Committee's structure and composition; (b) whether the Committee has fulfilled its responsibilities for PNOC EC's performance; (c) whether the members of the Board work well as a team and communicate properly; and (d) their strengths and weaknesses. 

For the performance of each Board Committee in the year 2025, the respective members of each Board Committee conducted the assessment of their respective Committees during the first half of 2026.
 

See Board Committee Assessment Questionnaire – Audit and Risk Management Committee, Board Committee Assessment Questionnaire – Nomination, Remuneration, Education, and Employee Welfare Committee, and Board Committee Assessment Questionnaire – Project Development and New Ventures Committee.

For the 2024 PNOC EC Annual Report, the following sections are referenced to the Global Reporting Initiative (GRI) standards: About the Report, About PNOC EC, Report from the President and CEO, Operational Highlights, Corporate Social Responsibility, HSSE, People Development, and Corporate Governance Section.

See Annual Report 2024

PNOC EC released its 2024 Annual Audit Report 56 days
after receipt from COA.

No Member of the Board of Directors holds more than five (5) positions in GOCCs and PLCs. See: Secretary’s Certificate.

See Secretary's Certificate for Appointive Directors do not hold 5 Positions in any GOCC

As of 29 September 2025, PNOC EC's 2024 compliance with good governance conditions is still incomplete. On 29 September 2025, PNOC EC reiterated its request to the Bureau of Internal Revenue for the issuance of PNOC EC's 2024 Tax Clearance Certificate.