COVER SHEET

A 2 0 0 0 0 - 5 1 2 9
S.E.C. Registration Number

T H E P A L M S C O U N T R Y C L U B , I N C .

(Company’s Full Name)

1 4 1 0 L A G U N A H E I G H T S D R I V E ,
F I L I N V E S T C O R P O R A T E C I T Y ,
A L A B A N G M U N T I N L U P A C I T Y

(Business Address; No. Street City / Town / Province)

c/o Ma. Ruiza R. Hernane (02) 8771-7171

Contact Person Company Telephone Number

ANNUAL CORPORATE
GOVERNANCE REPORT
A C G R
Month Day FORM TYPE Month Day
Fiscal Year Annual Meeting

Secondary License Type; If Applicable

C F D
Dept. Requiring this Doc. Amended Articles Number / Section

Total No. of Stockholders Domestic Foreign

-------------------------------------------------------------------------------------------------------------------------------------
To be accomplished by SEC Personnel concerned

File Number LCU

Document I.D. Cashier

STAMPS

Remarks = Pls. use black ink for scanning purposes

 SEC FORM-ACGR (FOR PC/RI)

ANNUAL CORPORATE GOVERNANCE REPORT

FOR PUBLIC COMPANIES AND REGISTERED ISSUERS

1. For the fiscal year ended 31 December 2022

2. SEC Registration Number A20000-5129

3. BIR Tax Identification Number 206-361-205-000

4. Exact Name of the Issuer as specified in its charter The Palms Country Club, Inc.

5. Province, Country or other jurisdiction of incorporation or organization Philippines

6. Address of Principal Office

1410 Laguna Heights Drive, Filinvest Corporate City, Alabang, Muntinlupa City

7. Postal Code [1781]

8. Issuer’s telephone number, including area code (02) 8771-7171

9. Former name, former address, and former fiscal year, if changed since last report

Not Applicable

10. Industry Classification Code (For SEC’s use only) ………………………………

 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 2 of 33

ANNUAL CORPORATE GOVERNANCE REPORT FOR PUBLIC COMPANIES AND REGISTERED ISSUERS

RECOMMENDATION COMPLIANT/ ADDITIONAL INFORMATION EXPLANATION

NON-
COMPLIANT
THE BOARD’S GOVERNANCE RESPONSIBILITIES
Principle 1. ESTABLISHING A COMPETENT BOARD
The company should be headed by a competent, working Board to foster the long-term success of the corporation, and to sustain its competitiveness and growth in
a manner consistent with its corporate objectives and the long-term best interests of its shareholders/members and other stakeholders.
Recommendation 1.1
1 The Board is composed of directors with Compliant The full profiles including professional qualifications
collective working knowledge, experience and technical expertise of the Company’s board of
or expertise that is relevant to the directors are discussed in detail on Pages 6 to 8 of the
company’s industry/sector. Definitive Information Statement (SEC Form 20-IS)
2 The Board has an appropriate mix of Compliant (hereinafter, the “Information Statement”) of The Palms
competence and expertise. Country Club, Inc. (the “Company”), which is accessible
3 Directors remain qualified for their Compliant at Definitive Information Statement 2022 – The Palms
positions individually and collectively to Country Club (thepalmsclub.com)
enable them to fulfill their roles and
responsibilities and respond to the needs of
the organization.
Recommendation 1.2
1 The Board is headed by a competent and Compliant Mr. Efren C. Gutierrez is the Company’s Chairperson.
qualified Chairperson. His professional qualifications are discussed on Page 13
of the Company’s Information Statement, accessible at
the Company’s website through
Definitive Information Statement 2022 – The Palms
Country Club (thepalmsclub.com)

The duties and functions of the Chairperson are further

discussed in Part III A.8 of the Company’s Revised
Manual on Corporate Governance (the “Revised
Manual”) also accessible at the Company’s website
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 3 of 33

Revised Manual on Corporate Governance – The Palms

Country Club (thepalmsclub.com)

Recommendation 1.3
1 The company provides a policy on training Compliant Part III A.8 of the Company’s Revised Manual provides
of directors. that it is the responsibility of the Chairperson of the
Board to assure the availability of proper orientation
2 The company has an orientation program Compliant for first-time directors and continuing training
for first-time directors. opportunities for all directors.
3 The company has relevant annual Compliant
continuing training for all directors. Directors of the Club have attended Corporate
Governance Training held last December 9, 2022 which
was facilitated by the Center for Global Best Practices
(CGBP).

A copy of the Company’s Revised Manual is accessible at

Revised Manual on Corporate Governance – The Palms
Country Club (thepalmsclub.com)

Recommendation 1.4
1 The Board has a policy on board diversity. Compliant The Company’s Revised Manual provides that the Board
shall have a balance of EDs and NEDs (including
independent non-executives), having a clear division of
responsibilities such that no individual or small group
of individuals can dominate the Board’s decision-
making. It further requires the Board’s Nomination
Committee to ensure that the members of the Board
shall be diverse in terms of age, culture, gender and
expertise. Moreover, the Company considers it
appropriate that the directors are composed of
competent, ethical and professional individuals who are
knowledgeable, experienced and skillful in diverse
fields relevant to the conduct of business.

For the year 2022, the Company’s Board of Directors

consists of two (2) female and five (5) male members.
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 4 of 33

Please refer to the Company’s Revised Manual which is

accessible at Revised Manual on Corporate Governance –
The Palms Country Club (thepalmsclub.com)

Recommendation 1.5
1 The Board is assisted by a Corporate Compliant On 27 September 2021, Atty. Katrina O. Clemente Lua
Secretary. was appointed as the Assistant Corporate Secretary for
2 The Corporate Secretary is a separate Compliant the Company. Thereafter, on December 2022, Attys.
individual from the Compliance Officer. Lindeza R. Gavino and Ma. Ruiza R. Hernane were
3 The Corporate Secretary is not a member of Compliant appointed as Corporate Secretary and Assistant
the Board of Directors. Corporate Secretary, respectively. Atty. Lua’s
4 The Corporate Secretary attends annual Compliant professional qualifications are discussed on Page 8 of
training/s on corporate governance. the Company’s Information Statement for the year
2022, accessible at the Company’s website through
Definitive Information Statement 2022 – The Palms
Country Club (thepalmsclub.com)

Attys. Gavino’s and Hernane’s profiles will be discussed

in the Company’s Information Statement to be
submitted this year.

Attys. Lua, Gavino and Hernane participated in the

Corporate Governance Training for the year 2022.

The duties and functions of the Corporate Secretary are

discussed in the Company’s By-Laws and Part III E of
the Revised Manual also accessible at the Company’s
website through
Revised Manual on Corporate Governance – The Palms
Country Club (thepalmsclub.com)
Recommendation 1.6
1 The Board is assisted by a Compliance Compliant Ms. Ana Venus A. Mejia acted as the Company’s
Officer. Compliance Officer for the year 2022. Her professional
2 The Compliance Officer has a rank of Senior Compliant qualifications are discussed on Page 8 of the Company’s
Vice-President or an equivalent position Information Statement, accessible at the Company’s
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 5 of 33

with adequate stature and authority in the website through Definitive Information Statement 2022
corporation. – The Palms Country Club (thepalmsclub.com)
3 The Compliance Officer is not a member of Compliant The duties and functions of the Compliance Officer are
the board. further discussed in Part III F of the Company’s Revised
4 The Compliance Officer attends annual Compliant Manual also accessible at the Company’s website
training/s on corporate governance. Revised Manual on Corporate Governance – The Palms
Country Club (thepalmsclub.com)

Ms. Mejia is not a member of the Board.

Ms. Mejia participated in the Corporate Governance

Training for the year 2022.

Principle 2. ESTABLISHING CLEAR ROLES AND RESPONSIBILITIES OF THE BOARD

The fiduciary roles, responsibilities, and accountabilities of the Board, as provided under the law, the company’s articles of incorporation and bylaws, and other
legal pronouncements and guidelines should be clearly made known to all directors as well as to shareholders/members and other stakeholders.
Recommendation 2.1
1 The Directors act on a fully informed basis, Compliant The Revised Manual requires the members of the Board
in good faith, with due diligence and care, to conduct itself with utmost honesty and integrity in
and in the best interest of the company, the discharge of its duties, functions and
shareholders and stakeholders. responsibilities.

Please refer to pages 4 to 5 of the Company’s Revised

Manual which is accessible at Revised Manual on
Corporate Governance – The Palms Country Club
(thepalmsclub.com)

Recommendation 2.2
1 The Board oversees the development and Compliant Part III A.2 of the Revised Manual provides that it is the
approval of the company’s business Board’s responsibility to foster long-term success of the
objectives and strategy. Company, and to sustain its competitiveness and
2 The Board oversees and monitors the Compliant profitability in a manner consistent with its corporate
implementation of the company’s business objectives and the best interests of its stockholders and
objectives and strategy. other stakeholders. The Board shall also formulate the
Corporation’s vision, mission, strategic objectives,
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 6 of 33

policies and procedures, annual budgets and business

plans, that shall guide its activities, including the means
to effectively monitor management's performance.

The Company’s business objectives and strategies are

being evaluated on an annual basis.

Please refer to page 2 of the Company’s Revised Manual

which is accessible at Revised Manual on Corporate
Governance – The Palms Country Club
(thepalmsclub.com)

Recommendation 2.3
1 The Board ensures and adopts an effective Compliant Among the internal control responsibilities of the Board
succession planning program for directors, under Part III A.5 of the Revised Manual is the review of
key officers and management. management succession plan. In this regard, the Board
2 The Board adopts a policy for the Compliant discusses and deliberates on succession plans for the
retirement of directors and key officers. President and Chief Executive Office and top key
management positions to ensure continuity and
consistency with the Company’s strategic plans as well
as to accommodate its growth.

Please refer to pages 5 to 6 of the Company’s Revised

Manual which is accessible at Revised Manual on
Corporate Governance – The Palms Country Club
(thepalmsclub.com)

In accordance with the government requirement, the

Company provides a retirement benefit to all its regular
employees including key officers.

Recommendation 2.4
1 The Board aligns the remuneration of key Compliant Part III A.7 of the Revised Manual provides that levels of
officers and board members with the long- remuneration shall be sufficient to attract and retain
term interests of the company. the directors, if any, and officers needed to run the
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 7 of 33

2 The Board adopts a policy specifying the Compliant Corporation successfully. A proportion of executive
relationship between remuneration and directors' remuneration may be structured so as to link
performance. rewards to corporate and individual performance.
3 The Directors do not participate in Compliant
discussions or deliberations involving Moreover, the Company has established a
his/her own remuneration. Compensation Committee composed of at least three
(3) directors, one of whom shall be an independent
director.

At the last organizational meeting of the Board of

Directors held on 04 October 2022, the Board
appointed the four (4) members of the Compensation
Committee of which one (1) is an Independent
Directors, including the Chairman.

The Compensation Committee shall have the following

duties and responsibilities, among others:
• Establish a formal and transparent procedure for
developing a policy on executive remuneration and
for fixing the remuneration packages of corporate
officers and directors; and provide oversight over
remuneration of senior management and other key
personnel, ensuring that compensation is consistent
with the Company’s culture, strategy and control
environment;
• Designate amount of remuneration, which shall be
in a sufficient level to attract and retain directors
and officers who are needed to run the corporation
success; and
• Establish a formal and transparent procedure for
developing a policy on executive remuneration and
for fixing the remuneration packages of individual
directors, if any and officers.

Please refer to the Company’s Revised Manual which is

accessible at Revised Manual on Corporate Governance
– The Palms Country Club (thepalmsclub.com)
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 8 of 33

Recommendation 2.5
1 The Board has a formal and transparent Compliant Under Part III A.3 of the Revised Manual, the Board
board nomination and election policy. shall maintain a formal and transparent board
2 The Board nomination and election policy is Compliant nomination and election policy that includes how it
disclosed in the company’s Manual on accepts nominations from its shareholders and reviews
Corporate Governance. the qualifications of nominated candidates. It should
3 The Board nomination and election policy Compliant also include an assessment of the effectiveness of the
includes how the company accepted Board’s processes and procedures in the nomination,
nominations from shareholders/members. election or replacement/ removal of a director.
4 The Board nomination and election policy Compliant
includes how the board reviews the In accordance with the Company’s Revised Manual
qualifications of nominated candidates. which can be accessed in the link below, the Company’s
5 The Board nomination and election policy Compliant Corporate Governance Committee also serves as its
includes an assessment of the effectiveness Nomination Committee. The functions of the Corporate
of the Board’s processes in the nomination, Governance Committee are discussed in pages 11 to 17
election or replacement/removal of a of the Revised Manual.
director.
Revised Manual on Corporate Governance – The Palms
6 The Board has a process for identifying the Compliant
Country Club (thepalmsclub.com)
quality of directors/trustees that is aligned
with the strategic direction of the company.
The Revised Manual also sets forth the guidelines for
nomination and selection of new directors, including
their qualifications and disqualifications.

The nomination process, which includes the right of

minority shareholders to nominate candidates to the
Board, is described in further detail on Pages 10 to 12
of the Company’s Information Statement, which is
accessible at the Company’s website through Definitive
Information Statement 2022 – The Palms Country Club
(thepalmsclub.com)

Immediately upon the approval by the Board of

Directors of the date and agenda of the meeting, the
Corporate Secretary issues the notice and agenda of the
stockholders’ meeting, which includes the process and
timeline for submission of nominations for the Board.
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 9 of 33

All stockholders, including the minority stockholders,

are given ample time to submit their nominations. A
copy of the notice of meeting for the 2022 Annual
Stockholders’ Meeting is attached to the Information
Statement and may be accessed at Definitive
Information Statement 2022 – The Palms Country Club
(thepalmsclub.com)

Recommendation 2.6
1 The Board has overall responsibility in Compliant Under Part A.3 of the Revised Manual, the Board has the
ensuring that there is a policy and system responsibility to ensure that there is a policy and
governing related party transactions system governing RPTs and other unusual or
(RPTs) and other unusual or infrequently infrequently occurring transactions, particularly those
occurring transactions. which pass certain thresholds of materiality.
2 The RPT policy includes appropriate review Compliant
and approval of material RPTs, which The Company’s Audit and Risk Management Oversight
guarantee fairness and transparency of the Committee (“ARMOC”) evaluates all material RPTs to
transactions. ensure that these are not undertaken on more favorable
economic terms (e.g., price, commissions, interest rates,
fees, tenor, collateral requirement) to such related
parties than similar transactions with non-related
parties under similar circumstances and that no
corporate or business resources of the corporation are
misappropriated or misapplied. The duties and
responsibilities of the ARMOC are on pages 8 to 10 of
the Revised Manual may be accessed at Revised Manual
on Corporate Governance – The Palms Country Club
(thepalmsclub.com)

All RPTs approved pursuant to the RPT Policy are

disclosed in the Company’s Audited Financial Statements
for the year ended 31 December 2022, a copy of which is
attached to the Annual Report, which is accessible at
2022 SEC 17-A Annual Report – The Palms Country Club
(thepalmsclub.com)

Recommendation 2.7
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 10 of 33

1 The Board is primarily responsible for Compliant The Company’s By-Laws and Part III A.8 of the Revised
approving the selection of Management, led Manual empower the Board to select and appoint
by the Chief Executive Officer (CEO) or individuals with appropriate ability, integrity, and
his/her equivalent, and the heads of the experience to fill the roles of the CEO, and the heads of
other control functions (Chief Risk Officer, the other control functions.
Chief Compliance Officer and Chief Audit
Executive, as may be applicable). The results of the Board’s organizational meeting held
2 The Board is primarily responsible for Compliant last 04 October 2022 wherein the Board appointed the
assessing the performance of Management, CEO, and other key corporate officers is accessible at
led by the CEO or his/her equivalent and the Minutes Of The Joint Organizational Meeting – The
heads of the other control functions (Chief Palms Country Club (thepalmsclub.com)
Risk Officer, Chief Compliance Officer and
Chief Audit Executive, as may be The profiles of the principal officers and members of
applicable). senior management are disclosed on Pages 6 to 8 of the
Company’s Information Statement accessible at the
Company’s website.
Definitive Information Statement 2022 – The Palms
Country Club (thepalmsclub.com)

The Board assesses the performance of management on

an annual basis. For a fair assessment of performance,
employees, including Management, set ‘Objectives and
Key Results’ (OKRs) at the beginning of each year and
are evaluated on at least a yearly basis. For
Management, their OKRs and evaluation are based on
their duties and responsibilities set forth in the By-Laws
and the Company’s Revised Manual.

Recommendation 2.8
1 The Board establishes an effective Compliant Part III A.3 of the Revised Manual discusses the Board’s
performance evaluation framework that specific duty to identify key risk areas and key
includes a standard or criteria for performance indicators and monitor these actors with
assessment and ensures that Management’s due diligence.
performance is on par with the standards
set by the Board and Senior Management. A copy of the Company’s Revised Manual is accessible at
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 11 of 33

2 The Board establishes an effective Compliant Revised Manual on Corporate Governance – The Palms
performance evaluation framework that Country Club (thepalmsclub.com)
includes a standard or criteria for
assessment and ensures that personnel’s
performance is on par with the standards
set by the Board and Senior Management.
Recommendation 2.9
1 The Board ensures that an appropriate Compliant Part III A.5 of the Revised Manual states that the Board
internal control system is in place. shall endeavor to establish an internal audit system that
2 The internal control system includes a Compliant can reasonably assure the Board, Management and
mechanism for monitoring and managing shareholders that its key organizational and operational
potential/actual conflicts of interest of the controls are faithfully complied with.
board members/trustees, management
and shareholders/members. A copy of the Company’s Revised Manual is accessible at
Revised Manual on Corporate Governance – The Palms
Country Club (thepalmsclub.com)

3 The Board adopts an Internal Audit Charter. Non- The Company is assessing its internal
compliant control systems in order to draft and
adopt its Internal Audit Charter. This
notwithstanding, the Company is
supported by its external auditor ,
[SGV & Co.]
Recommendation 2.10
1 The Board ensures that the company has in Compliant The Board expanded the roles and functions of its Audit
place a sound enterprise risk management Committee to include Risk Management Oversight
(ERM) framework to effectively identify, Committee.
monitor, assess and manage key business
risks. Under Part III B.1 of the Revised Manual, the ARMOC
2 The risk management framework guides Compliant shall have the following duties and responsibilities,
the Board in identifying units/business among others:
lines and enterprise-level risk exposures, as • Develop and oversee the Corporation’s risk
well as the effectiveness of risk management program;
management strategies. • Evaluate the risk management plan to ensure its
continued relevance, comprehensiveness and
effectiveness
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 12 of 33

• Advise the Board on its risk appetite levels and

risk tolerance limits; and
• Assess the probability of each identified risk
becoming a reality and estimates its possible
significant financial impact and likelihood of
occurrence.

A copy of the Company’s Revised Manual is accessible at

Revised Manual on Corporate Governance – The Palms
Country Club (thepalmsclub.com)

Recommendation 2.11
1 The Board has a Board Charter that Compliant The roles, responsibilities and accountabilities of the
formalizes and clearly states its roles, Board of Directors are set forth in the Company’s
responsibilities and accountabilities in Revised Manual, which is accessible at Revised Manual
carrying out its fiduciary duties. on Corporate Governance – The Palms Country Club
2 The Board Charter serves as a guide to the Compliant (thepalmsclub.com)
directors/trustees in the performance of
their functions.
3 The Board Charter is publicly available. Compliant

Principle 3. ESTABLISHING BOARD COMMITTEES

The board committees should be set up to the extent possible to support the effective performance of the Board’s functions, particularly with respect to audit, risk
management, compliance and other key corporate governance concerns, such as nomination and remuneration. The composition, functions and responsibilities of
all the board committees should be contained in their respective board committee charters.
Recommendation 3.1
1 The Board establishes board committees Compliant In 2022, the following board committees were
that focus on specific board functions to aid organized:
in the optimal performance of its roles and 1. Executive Committee;
responsibilities. 2. Audit and Risk Management Oversight Committee;
3. Compensation Committee; and
4. Corporate Governance Committee (which includes
the functions of the Nominations Committee).
Recommendation 3.2
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 13 of 33

1 The Board establishes an Audit Committee Compliant Part III B.1 of the Revised Manual mandates the Board
to enhance its oversight capability over the to constitute an Audit and Risk Management Oversight
company’s financial reporting, internal Committee (“ARMOC”). Its duties and key functions are
control system, internal and external audit discussed in further detail on Pages 8 to 11 of the
processes, and compliance with applicable Company’s Revised Manual.
laws and regulations.
Furthermore, the Revised Manual provides for its
responsibility to recommend to the Board the
appointment, reappointment, removal and fees of the
External Auditor, duly accredited by the Commission,
who undertakes an independent audit of the
corporation, and provides an objective assurance on the
manner by which the financial statements should be
prepared and presented to the shareholders.

A copy of the Company’s Revised Manual is accessible at

Revised Manual on Corporate Governance – The Palms
Country Club (thepalmsclub.com)

2 The Audit Committee is composed of at Compliant The members of the ARMOC are as follows:
least three (3) qualified non-executive
directors, the majority of whom, including Name Type of
the Chairperson, are independent directors. Directorship
3 All the members of the committee have Compliant Manolito F. Gonzales ID, Chairman
relevant background, knowledge, skills, Efren C. Gutierrez NED, Member
and/or experience in the areas of Joaquin P. Roa ID, Member
accounting, auditing and finance.
The full profiles of the above-mentioned directors,
including their professional qualifications and technical
expertise, are disclosed on pages 6 to 7 of the
Company’s Information Statement, which is accessible
at the Company’s website.
Definitive Information Statement 2022 – The Palms
Country Club (thepalmsclub.com)
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 14 of 33

4 The Chairperson of the Audit Committee is Non- While Mr. Manolito F. Gonzales, the
not the Chairperson of the Board or of any compliant Chairman of the ARMOC, he is also
other committee. the Chairman of the Corporate
Governance Committee.
Notwithstanding, the Company has
an adequate, effective and efficient
internal control framework to
provide assurance in areas including
reporting, monitoring compliance
with laws, regulations and internal
policies, efficiency and effectiveness
of operations, and safeguarding of
assets.
Recommendation 3.3
1 The Board establishes a Corporate Compliant Part III B.2 of the Revised Manual mandates the Board
Governance Committee tasked to assist the to constitute a Corporate Governance Committee. Its
Board in the performance of its corporate duties and key functions are discussed in further detail
governance responsibilities, including the on Pages 11 to 12 of the Company’s Revised Manual.
functions that were formerly assigned to a
Nomination and Remuneration Committee. A copy of the Company’s Revised Manual is accessible at
2 The Corporate Governance Committee is Compliant Revised Manual on Corporate Governance – The Palms
composed of at least three (3) members, Country Club (thepalmsclub.com)
majority of whom, including the
Chairperson, should be independent The current composition of the Corporate Governance
directors. Committee is as follows:

Name Type of
Directorship
Manolito F. Gonzales ID, Chairman
Josephine L. Lagdameo ID, Member
Joaquin P. Roa ID, Member
Efren C. Gutierrez NED, Member
Francis Nathaniel C. Gotianun ED, Member

The full profiles of the above-mentioned directors,

including their professional qualifications and technical
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 15 of 33

expertise, are disclosed on Pages 6 to 8 of the

Company’s Information Statement which is accessible
at the Company’s website.
Definitive Information Statement 2022 – The Palms
Country Club (thepalmsclub.com)

Recommendation 3.4
1 The Board establishes a separate Board Compliant Part III B.1 of the Revised Manual, the Board created the
Risk Oversight Committee (BROC) that ARMOC, which also serves as the BROC. Its duties and
should be responsible for the oversight of a key functions are discussed in further detail on Pages 8
company’s Enterprise Risk Management to 9 of the Company’s Revised Manual.
system to ensure its functionality and
effectiveness. A copy of the Company’s Revised Manual is accessible at
Revised Manual on Corporate Governance – The Palms
Country Club (thepalmsclub.com)

2 The BROC is composed of at least three (3) Compliant The current composition of the ARMOC (which serves
members, the majority of whom should be as the BROC) is as follows:
independent directors, including the
Chairperson. Name Type of
3 At least one member of the BROC has Compliant Directorship
relevant thorough knowledge and Manolito F. Gonzales ID, Chairman
experience on risk and risk management. Efren C. Gutierrez NED, Member
Joaquin P. Roa ID, Member

All members of the ARMOC (which serves as the BROC)

have relevant knowledge and experience on risk and
risk management.

The full profiles of the above-mentioned directors,

including their professional qualifications and technical
expertise, are disclosed on Pages 6 to 8 of the
Company’s Information Statement, which is accessible
at the Company’s website.
Definitive Information Statement 2022 – The Palms
Country Club (thepalmsclub.com)
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 16 of 33

Recommendation 3.5
1 All established committees have a Non- The mandates of the Board
Committee Charter stating in plain terms compliant Committees are set forth in detail in
their respective purposes, memberships, the Company’s Revised Manual on
structures, operations, reporting process, Corporate Governance. A copy of
resources and other relevant information. the Company’s Revised Manual is
2 The Committee Charters provide standards Non- accessible at Revised Manual on
for evaluating the performance of a compliant Corporate Governance – The Palms
committee and its members. Country Club (thepalmsclub.com)

Currently, these mandates are what

the Committees are using as guide
as they operate. The Committees
plan to review the practice and
create charters for themselves.

Principle 4. FOSTERING COMMITMENT

To show full commitment to the company, the directors should devote the time and attention necessary to properly and effectively perform their duties and
responsibilities, including sufficient time to be familiar with the corporation’s business.
Recommendation 4.1
1 The Directors attend and actively Compliant Part III A.4 of the Revised Manual provides that the
participate in all meetings of the Board, members of the Board should attend and actively
Committees and shareholders/members in participate in Board and committee meetings. A copy of
person or through tele-/videoconferencing the Company’s Revised Manual is accessible at
conducted in accordance with the rules and Revised Manual on Corporate Governance – The Palms
regulations of the Commission. Country Club (thepalmsclub.com)

2 The Directors review meeting materials for Compliant Directors are furnished with materials for meetings of
all Board and Committee meetings. the Board and the committees for their review prior to
the date of the meeting.
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 17 of 33

3 The Directors ask the necessary questions Compliant The discussions, clarifications and explanations that
or seek clarifications and explanations take place during board meetings are sufficiently
during the Board and Committee meetings. covered by minutes.

Recommendation 4.2
1 Non-executive directors concurrently serve Compliant Part III B.2 of the Revised Manual provides that the non-
in not more than ten (10) public companies executive directors should not concurrently serve as
and/or registered issuers. If concurrently directors to more than ten (10) public companies
sitting in at least three (3) publicly listed and/or registered issuers if the director also sits in at
companies, the maximum concurrent least three (3) publicly-listed companies. A copy of the
directorships shall be five (5) public Company’s Revised Manual is accessible at Revised
companies and/or registered issuers. Manual on Corporate Governance – The Palms Country
Club (thepalmsclub.com)

The disclosures on the directorships of the Company’s

directors in both listed and non-listed companies may
be found in the Company’s Information Statement
which is accessible at the Company’s website.
Definitive Information Statement 2022 – The Palms
Country Club (thepalmsclub.com)

Recommendation 4.3
1 The Directors notify the company’s board Compliant Part III B.2 of the Revised Manual provides that an
before accepting a directorship in another incumbent director should notify the Board before
company. accepting a directorship in another Corporation. A copy
of the Company’s Revised Manual is accessible at
Revised Manual on Corporate Governance – The Palms
Country Club (thepalmsclub.com)

Principle 5. REINFORCING BOARD INDEPENDENCE

The Board should endeavor to exercise an objective and independent judgment on all corporate affairs.
Recommendation 5.1
1 The Board is composed of a majority of non- Compliant For the year 2022, only one (1) out of nine (9) directors
executive directors who possess the perform executive roles or functions.
necessary qualifications.
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 18 of 33

Name Type of
Directorship
Efren C. Gutierrez NED
Francis Nathaniel C. Gotianun ED
Catherine A. Ilagan NED
Andrew Gerard D. Gotianun III NED
Manolito F. Gonzales ID
Joaquin P. Roa ID
Josephine L. Lagdameo ID
* ED – Executive Director; NED – Non-executive Director;
ID – Independent Director.

The full profiles of the directors, including their

professional qualifications and technical expertise, are
disclosed on Pages 6 to 8 of the Company’s Information
Statement, which is accessible at the Company’s
website.
Definitive Information Statement 2022 – The Palms
Country Club (thepalmsclub.com)

Recommendation 5.2
1 The Board has at least two (2) independent Compliant During its annual stockholders’ meeting held on 04
directors or such number as to constitute October 2022, the stockholders of the Company elected
one-third (1/3) of the board, whichever is three (3) independent directors, namely: (i) Mr.
higher. Manolito F. Gonzales; (ii) Mr. Joaquin P. Roa; and (iii)
Ms. Josephine L. Lagdameo.

Minutes Of The Annual Shareholders’ Meeting – The

Palms Country Club (thepalmsclub.com)

Recommendation 5.3
1 The independent directors possess all the Compliant The full profiles of the three (3) above-named
qualifications and none of the independent directors as well as their professional
disqualifications to hold the position. qualifications and technical expertise, are disclosed on
Page 7 of the Company’s Information Statement, which is
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 19 of 33

accessible at the Company’s website through Definitive

Information Statement 2022 – The Palms Country Club
(thepalmsclub.com)
Recommendation 5.4
1 The company perpetually bars an Compliant Part III B.2 of the Revised Manual states that after the
independent director from serving in such term limit of nine (9) years, the IDs shall be perpetually
capacity after the term limit of nine (9) disqualified from being reelected as an ID in the
years. Company.

A copy of the Company’s Revised Manual is accessible at

Revised Manual on Corporate Governance – The Palms
Country Club (thepalmsclub.com)

2 In the instance that the company retains an Compliant The Board has yet to nominate and elect an ID whose
independent director in the same capacity term limit has been exceeded.
after nine (9) years, the Board provides
meritorious justification and seeks
shareholders’/members’ approval during
the annual regular meeting.
Recommendation 5.5
1 The positions of Chairperson of the Board Compliant Part III A.8 of the Revised Manual provides that the
and Chief Executive Officer (or its roles of the Chairman and the CEO shall as far as
equivalent) are held by separate practicable be separate to ensure an appropriate
individuals. balance of power, increased accountability and greater
capacity of the Board for independent decision-making.

In compliance with this directive, Mr. Efren C. Gutierrez

serves as the Chairman of the Board, while Mr. Francis
Nathaniel C. Gotianun is the President and CEO. A copy
of the Company’s Revised Manual is accessible at
Revised Manual on Corporate Governance – The Palms
Country Club (thepalmsclub.com)
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 20 of 33

2 The Chairperson of the Board and Chief Compliant The roles and responsibilities of the Chairman of the
Executive Officer (or its equivalent) have Board are discussed in detail on Article VII, Section 2 of
clearly defined responsibilities. the Company’s By-Laws and further expounded on Part
III A.8 of the Revised Manual. Meanwhile, the roles and
responsibilities of the President and CEO are set forth
under Article VII, Section 3 of the Company’s By-Laws.

Both documents are accessible at the Company’s

website:
Amended By-Laws – The Palms Country Club
(thepalmsclub.com)

Revised Manual on Corporate Governance – The Palms

Country Club (thepalmsclub.com)

Recommendation 5.6
1 The Board designates a lead director among Compliant Part III A.8 of the Revised Manual provides that in case
the independent directors if the the Chairman of the Board is not independent or the
Chairperson of the Board is not an position of Chairman and Chief Executive Officer is held
independent director. by one person, the Board shall designate a lead director
among the independent directors.

Mr. Manolito F. Gonzales has been designated as the

Company’s lead independent director. A copy of the
relevant disclosure on the appointment of the lead
independent director is posted in the Company’s
website through this link -
Minutes Of The Joint Organizational Meeting – The
Palms Country Club (thepalmsclub.com)

Recommendation 5.7
1 The Directors/Trustees with material Compliant There has not been any instance for this principle to be
interest in a transaction affecting the invoked.
corporation fully disclose his/her adverse
interest, abstain from taking part in the Part III A.4 of the Company’s Revised Manual states that
deliberations for the same, and recuse from “A director with a material or potential interest in any
voting on the approval of transaction. transaction affecting the corporation should fully
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 21 of 33

disclose his/her adverse interest, abstain from taking

part in the deliberations for the same and recuse from
voting on the approval of the transaction.”

A copy of the Company’s Revised Manual may be

accessed at Revised Manual on Corporate Governance –
The Palms Country Club (thepalmsclub.com)

Recommendation 5.8
1 The non-executive directors (NEDs) have Compliant The NEDs and/or IDs of the Company meet with the
separate periodic meetings with the external auditors, and/or compliance officer separately
external auditor and heads of the internal without the presence of EDs on as-needed basis, usually
audit, compliance, and risk functions, prior to and in preparation for audit committee
without any executive directors present. meetings.

2 The meetings are chaired by the lead Compliant Discussions with the external auditor are usually
independent director, if applicable. conducted with the ARMOC, also chaired by Mr.
Manolito F. Gonzales, the Company’s lead independent
director.

Principle 6. ASSESSING BOARD PERFORMANCE

The best measure of the Board’s effectiveness is through 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.
Recommendation 6.1
1 The Board conducts an annual self- Non- - The annual board self-assessment
assessment of its performance as a whole. compliant shall be conducted by the Board
2 The Chairperson conducts an annual self- Non- within the year.
assessment of his performance. compliant
3 The individual members conduct a self- Non- As provided in Article VIII of the
assessment of their performance. compliant Company’s Revised Manual, in order
to measure the performance of the
4 Each committee conducts a self-assessment Non- Board of Directors, on an annual
of its performance. compliant basis, the Board and all Board
Committees of the Corporation shall
accomplish the Self-Assessment
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 22 of 33

Sheets. The results shall be

consolidated and presented by the
Compliance Officer to the Board
through the Corporate Governance
Committee.

A copy of the Company’s Revised

Manual is accessible at
Revised Manual on Corporate
Governance – The Palms Country
Club (thepalmsclub.com)
Recommendation 6.2
1 The Board has in place a system that Non- - The Company’s Revised Manual
provides, at the minimum, criteria and compliant provides for the monitoring and
process to determine the performance of assessment of the performance of
the Board, individual directors/trustees the board committees as well as the
and committees. Board.

The self-assessment questionnaires

for the Board shall be provided to the
Board in the next meeting.

2 The system allows for a feedback Compliant The Company has Membership Office tasked to handle -
mechanism from the shareholders/ inquiries and manage relations with members,
members. investors, and the general public. The contact
information of the Membership Office is posted on the
Company website.
Contact Us – The Palms Country Club
(thepalmsclub.com)

Principle 7. STRENGTHENING BOARD ETHICS

The Board directors are duty-bound to apply high ethical standards, taking into account the interests of all stakeholders.
Recommendation 7.1
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 23 of 33

1 The Board adopts a Code of Business Compliant The Company’s Code of Business Conduct and Ethics
Conduct and Ethics, which provide may be accessed at
standards for professional and ethical Code of Business Conduct and Ethics – The Palms
behavior, as well as articulate acceptable Country Club (thepalmsclub.com)
and unacceptable conduct and practices in
internal and external dealings of board
members.
2 The Code is properly disseminated to the Compliant The Code of Business Conduct and Ethics is made
members of Board. available to the Board and senior management.

Each new employee is provided a copy of the Code of

Business Conduct and Ethics and the contents thereof
are discussed at the orientation.

The Company implements and monitors compliance

with the Code of Business Conduct and Ethics through
its Human Relations Department with assistance from
the Compliance Officer, business and support units.

3 The Code is disclosed and made available to Compliant The Company’s Code of Business Conduct and Ethics
the public through the company website. may be accessed at Code of Business Conduct and
Ethics – The Palms Country Club (thepalmsclub.com)

Recommendation 7.2
1 The Board ensures the proper and efficient Compliant All members of senior management and employees are
implementation and monitoring of provided with copies of the Code of Business Conduct
compliance with the Code of Business and Ethics and internal policies, and are notified if there
Conduct and Ethics. are any updates or revisions thereto.

DISCLOSURE AND TRANSPARENCY

Principle 8. ENHANCING COMPANY DISCLOSURE POLICIES AND PROCEDURES
The Board should establish corporate disclosure policies and procedures that are practical and in accordance with generally accepted best practices and regulatory
expectations.
Recommendation 8.1
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 24 of 33

1 The Board establishes corporate disclosure Compliant Part III A.3 of the Revised Manual provides that the
policies and procedures to ensure a Board shall establish corporate disclosure policies and
comprehensive, accurate, reliable and procedures to ensure a comprehensive, reliable and
timely report to shareholders/members timely report to all stakeholders on the corporation’s
and other stakeholders that gives a fair and financial condition, results and operations. A copy of
complete picture of a company’s financial the Company’s Revised Manual is accessible at
condition, results and business operations. Annual Corporate Governance Report – The Palms
Country Club (thepalmsclub.com)

Recommendation 8.2
1 The company has a policy requiring all Compliant Part III A.3 of the Revised Manual provides that the all
directors to disclose/report to the company directors and officers to disclosure/report to the
any dealings in the company’s shares within corporation any dealings in its shares by the said
five (5) business days. directors/officers within five (5) business days. A copy
2 The company has a policy requiring all Compliant of the Company’s Revised Manual is accessible at
officers to disclose/report to the company Annual Corporate Governance Report – The Palms
any dealings in the company’s shares within Country Club (thepalmsclub.com)
five (5) business days.
In this regard, the Company makes timely disclosures
and/or submissions of reportorial requirements to the
regulatory agencies, such as the SEC.

Recommendation 8.3
1 The company’s corporate governance Compliant A copy of the Company’s Revised Manual is accessible at
policies, programs and procedures are Annual Corporate Governance Report – The Palms
contained in its Manual on Corporate Country Club (thepalmsclub.com)
Governance (MCG).
2 The company’s MCG is submitted to the SEC. Compliant
3 The company’s MCG is posted on the Compliant
company website.
Recommendation 8.4
1 The company’s corporate governance Compliant The I-ACGR submitted by the Company in 2022 can be
policies and practices and all relevant accessed at -
information are disclosed in its Annual
Corporate Governance Report (ACGR).
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 25 of 33

2 The company’s ACGR is submitted to the -Compliant Annual Corporate Governance Report – The Palms
SEC. Country Club (thepalmsclub.com)
3 The company’s ACGR is posted on the -Compliant
company website.

Principle 9. STRENGTHENING EXTERNAL AUDITOR’S INDEPENDENCE AND IMPROVING AUDIT QUALITY

The company 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.
Recommendation 9.1
1 The Audit Committee has a robust process Compliant Part III D (2) of the Revised Manual (Pages 19 to 20)
for approving and recommending the contains information on the process for approving and
appointment, reappointment, removal, and recommending the appointment, reappointment,
fees of external auditors. removal and fees of the Company’s external auditor.

A copy of the Company’s Revised Manual is accessible at

Revised Manual on Corporate Governance – The Palms
Country Club (thepalmsclub.com)

2 The appointment, reappointment, removal, Compliant The re-appointment of the Company’s independent
and fees of the external auditor is external auditor was recommended by the Company’s
recommended by the Audit Committee, Audit and Risk Management Oversight Committee,
approved by the Board and the confirmed by the Board of Directors, and approved by
shareholders/ members. the stockholders during the 2022 Annual Stockholders’
Meeting held on 04 October 2022. A copy of the
minutes of the meeting was uploaded to the Company’s
website which can be accessed at
Minutes Of The Annual Shareholders’ Meeting – The
Palms Country Club (thepalmsclub.com)

3 For the removal of external auditor, the Compliant There has not been any instance for this principle to be
reasons for such removal or change are invoked.
disclosed to the SEC, the shareholders/
members, and the public through the
company website and required disclosures.
Recommendation 9.2
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 26 of 33

1 The Audit Committee Charter includes the Compliant The Company’s Revised Manual provides for the
Audit Committee’s responsibility on: ARMOC’s responsibilities, which is accessible at
i. assessing the integrity and independence Revised Manual on Corporate Governance – The Palms
of external auditors; Country Club (thepalmsclub.com)
ii. exercising effective oversight to review
and monitor the external auditor’s
independence and objectivity; and
iii. exercising effective oversight to review
and monitor the effectiveness of the audit
process, taking into consideration relevant
Philippine professional and regulatory
requirements.
2 The Audit Committee Charter contains the Compliant
Committee’s responsibility on reviewing
and monitoring the external auditor’s
suitability and effectiveness on an annual
basis.
Recommendation 9.3
1 The company discloses the nature of non- Compliant The audit and non-audit services, if any, performed by
audit services performed by its external the external auditor are disclosed in the Company’s
auditor in the Annual Report to manage annual report and information statement accessible at
potential conflict of interest cases. Definitive Information Statement 2022 – The Palms
Country Club (thepalmsclub.com)

2 The Audit Committee stays alert for any Compliant The responsibilities of Company’s ARMOC are in the
potential conflict of interest situations, Revised Manual and may be accessed at Revised Manual
given the guidelines or policies on non- on Corporate Governance – The Palms Country Club
audit services, which could be viewed as (thepalmsclub.com)
impairing the external auditor’s objectivity.

Principle 10. INCREASING FOCUS ON NON-FINANCIAL AND SUSTAINABILITY REPORTING

The Board should ensure that the company discloses material and reportable non-financial and sustainability issues.
Recommendation 10.1
1 The Board has a clear and focused strategy Compliant The Company discloses its non-financial information in
on the disclosure of non-financial its Audited Financial Statements attached to the Annual
information. Report. The Annual Report may be accessed at
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 27 of 33

2 The company discloses to all Compliant 2022 SEC 17-A Annual Report – The Palms Country Club
shareholders/members and other (thepalmsclub.com)
stakeholders the company’s strategic and
operational objectives with emphasis on
the management of environmental,
economic, social and governance (EESG)
issues of its business which underpin
sustainability.

Principle 11. PROMOTING A COMPREHENSIVE AND COST-EFFICIENT ACCESS TO RELEVANT INFORMATION

The company should maintain a comprehensive and cost-efficient communication channel for disseminating relevant information. This channel is crucial for an
informed decision-making by investors, stakeholders and other interested users.
Recommendation 11.1
1 The company has a website to ensure a Compliant Please refer to The Palms Country Club
comprehensive, cost-efficient, transparent (thepalmsclub.com)
and timely manner of disseminating
relevant information to the public.
INTERNAL CONTROL AND RISK MANAGEMENT FRAMEWORKS
Principle 12. STRENGTHENING INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS
To ensure the integrity, transparency and proper governance in the conduct of its affairs, the company should have a strong and effective internal control system
and enterprise risk management system.
Recommendation 12.1
1 The company has an adequate and effective Compliant Part III A.5 of the Revised Manual provides for the
internal control system in the conduct of its internal control system of the Board of Directors and
business. may be accessed at
Revised Manual on Corporate Governance – The Palms
Country Club (thepalmsclub.com)

2 The company has an adequate and effective Non- The Company is formulating its
enterprise risk management framework in compliant enterprise risk management
the conduct of its business. framework in the conduct of its
business, including identifying risks
and managing the said risks.
Recommendation 12.2
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 28 of 33

1 The company has in place an independent Non- The Company is evaluating whether
internal audit function that provides an Compliant to outsource its internal audit
independent and objective assurance, and functions or set-up an internal
consulting services designed to add value independent internal audit team.
and improve the company’s operations.
CULTIVATING A SYNERGIC RELATIONSHIP WITH SHAREHOLDERS/MEMBERS
Principle 13. PROMOTING SHAREHOLDER/MEMBER RIGHTS
The company should treat all shareholders/members fairly and equitably, and also recognize, protect and facilitate the exercise of their rights.
Recommendation 13.1
1 The Board ensures that basic Compliant The shareholders’ rights are disclosed on Pages 22 to
shareholder/member rights are disclosed 24 of the Revised Manual. A copy of the Company’s
in the Manual on Corporate Governance. Revised Manual is accessible at
Revised Manual on Corporate Governance – The Palms
Country Club (thepalmsclub.com)

Recommendation 13.2
1 The Board encourages active shareholder Compliant The notice and agenda, and the corresponding
participation by sending the Notice of Information Statement, for the 2022 Annual
Annual and Special Stockholders’ Meeting held on 04 October 2022 were
Shareholders’/Members’ Meeting with distributed to the shareholders on 05 September 2022,
sufficient and relevant information at least or twenty-one (21) days before the meeting.
twenty-one (21) days before the meeting.

Recommendation 13.3
1 The Board encourages active Compliant Results of the votes taken during the 2022 Annual
shareholder/member participation by Shareholders’ Meeting were incorporated in the minutes
making the result of the votes taken during of the meeting.
the most recent Annual or Special
Shareholders’/Members’ Meeting publicly A copy of the minutes of the 2022 Annual Shareholders’
available the next working day. Meeting, indicating the voting results for all agenda
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 29 of 33

2 The minutes of the Annual and Special Compliant items, including the approving, dissenting and
Shareholders’/Members’ Meetings were abstaining votes, may be accessed at
made available on the company website Minutes Of The Annual Shareholders’ Meeting – The
within five (5) business days from the date Palms Country Club (thepalmsclub.com)
of the meeting.

Recommendation 13.4
1 The Board makes available, at the option of Compliant Part VII of the Revised Manual provides that it is the
a shareholder/member, an alternative duty of the directors to promote shareholder rights,
dispute mechanism to resolve intra- remove impediments to the exercise of shareholders’
corporate disputes in an amicable and rights and allow possibilities to seek redress for
effective manner. violation of their rights.

The Company encourages and promotes the amicable

settlement of disputes or difference between the
Company and stockholders, third parties and regulatory
authorities. If the conflict is material or substantial in
nature, it is referred by the Corporate Secretary to the
Board of Directors.

Recommendation 13.5
1 The Board establishes an Investor Relations Compliant The Company’s Membership Office ensures constant
Office (IRO) or Customer Relations Office engagement with its members.
(CRO) or its equivalent to ensure constant
engagement with its shareholders/
members.
2 The IRO or CRO or its equivalent is present Compliant Mr. Hans Rudolf Neukom, the Company’s General
at every shareholders’/members’ meeting. Manager, was present during the 2022 Annual
Shareholders’ Meeting.

Minutes Of The Annual Shareholders’ Meeting – The

Palms Country Club (thepalmsclub.com)

DUTIES TO STAKEHOLDERS
Principle 14. RESPECTING RIGHTS OF STAKEHOLDERS AND EFFECTIVE REDRESS FOR VIOLATION OF STAKEHOLDER’S RIGHTS
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 30 of 33

The rights of stakeholders established by law, by contractual relations and through voluntary commitments must be respected. Where stakeholders’ rights and/or
interests are at stake, stakeholders should have the opportunity to obtain prompt effective redress for the violation of their rights.
Recommendation 14.1
1 The Board identifies the company’s various Compliant Part VI of the Revised Manual requires that all material
stakeholders and promotes cooperation information about the corporation which could
between them and the company in creating adversely affect its viability or the interest of its
wealth, growth and sustainability. shareholders and other stakeholders should be publicly
and timely disclosed.

A copy of the Company’s Revised Manual is accessible at

Revised Manual on Corporate Governance – The Palms
Country Club (thepalmsclub.com)

Recommendation 14.2
1 The Board establishes clear policies and Compliant Part VI of the Revised Manual requires that all material
programs to provide a mechanism on the information about the corporation which could
fair treatment, protection and enforcement adversely affect its viability or the interest of its
of the rights of stakeholders. shareholders and other stakeholders should be publicly
and timely disclosed.

A copy of the Company’s Revised Manual is accessible at

Revised Manual on Corporate Governance – The Palms
Country Club (thepalmsclub.com)

Principle 15. ENCOURAGING EMPLOYEES’ PARTICIPATION

A mechanism for employee participation should be developed to create a symbiotic working environment consistent with the realization of the company’s objectives
and good corporate governance goals.
Recommendation 15.1
1 The Board establishes policies, programs Compliant Employees, including Management, set ‘Objectives and
and procedures that encourage employees Key Results’ (OKRs) at the beginning of each year and are
to actively participate in the realization of evaluated on at least a yearly basis. The employees may
the company’s goals and in its governance. also participate in various trainings and programs
arranged by the relevant subsidiaries’ Human Resources
Department.
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 31 of 33

Recommendation 15.2
1 The Board sets the tone and makes a stand Compliant The Employee Manual provides that no employee shall
against corrupt practices by adopting an accept gift or entertainment from customers or
anti-corruption policy and program in its suppliers either for himself or his family. It further
Code of Business Conduct and Ethics. prohibits employees from soliciting or accepting
personal benefits such as fees or commission from any
customer of the Company or any individual or
organization doing or seeking business with the
company. For this reason, bribery, accepting bribes, or
unofficial solicitation of gifts and loans from customers,
contractors and suppliers are considered serious
offenses under the company’s Code of Discipline.
Code of Business Conduct and Ethics – The Palms
Country Club (thepalmsclub.com)

2 The Board disseminates the policy and Compliant All employees are provided with copies of the Employee
program to employees across the Manual, and are notified if there are any updates or
organization through trainings to embed revisions thereto.
them in the company’s culture.
Recommendation 15.3
1 The Board establishes a suitable framework Compliant The Company adopts an “Open Door Policy” wherein
for whistleblowing that allows employees any illegal or unethical behavior may be reported,
to freely communicate their concerns about without fear of retaliation.
illegal or unethical practices, without fear of
retaliation. Code of Business Conduct and Ethics – The Palms
2 The Board establishes a suitable framework Compliant Country Club (thepalmsclub.com)
for whistleblowing that allows employees
to have direct access to an independent
member of the Board or a unit created to
handle whistleblowing concerns.
3 The Board supervises and ensures the Compliant
enforcement of the whistleblowing
framework.
 THE PALMS COUNTRY CLUB, INC.
Annual Corporate Governance Report for 2022
Page 32 of 33

Principle 16. ENCOURAGING SUSTAINABILITY AND SOCIAL RESPONSIBILITY

The company should be socially responsible in all its dealings with the communities in which 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 comprehensive and balanced development.
Recommendation 16.1
1 The company recognizes and places Compliant The Company’s corporate social responsibility activities
importance on the interdependence be accessed at Corporate Social Responsibility – The
between business and society, and Palms Country Club (thepalmsclub.com)
promotes a mutually beneficial relationship
that allows the company to grow its
business, while contributing to the
advancement of the society where it
operates.