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Policies and Procedures

POLICIES AND PROCEDURES

These policies were based on best Corporate Governance practices and adapted to the Tollways’ business environment:

Corporate Governance Manual is the foundation of Tollways' governance policies, which states the responsibilities of the Board, Management, and, the Company to stockholders and all other stakeholders. It complies with the SEC Code of Corporate Governance under SEC Memorandum Circulars No. 2 Series of 2002, No. 6 Series of 2009. The MPTC Corporate Governance Manual was approved by the MPTC Board of Directors on February 23, 2011 which covers the subsidiaries and affiliates of MPTC.

Code of Business Conduct and Ethics establishes the commitment of everyone in the Company to do business according to the highest standards of ethics. The Code decrees the principles and values which shall guide and govern all decisions and actions of the Company’s Directors, Officers, and Employees when performing their respective duties and responsibilities, and all of the Company’s business relationships. This was approved by the MPTC Board of Directors on February 23, 2011.

Conflict of Interest Policy sets requirements for all directors, officers and employees to observe the highest degree of transparency, selflessness and integrity in the performance of their duties, free from any form of conflict with personal interest. This was approved by the MPTC Board of Directors on February 23, 2011.

Policy on Receiving of Gifts provides safeguards so that the custom of giving gifts is handled in accordance with the values of integrity, accountability, fairness and transparency. It aims to prevent the occurrence of situations or actions that could significantly affect objective, independent or effective performance of an employee’s duties. Company policy states that Operations people specifically front liners are not allowed to receive gifts or anything of value from motorists. Receipt and acceptance of gifts voluntarily given by such third parties are handled according to this policy as well. This policy was approved on November 22, 2010.

Supplier Contractor Relations Policy seeks to ensure that the Company upholds the highest professional standards in business practices and ethics in its dealings with suppliers and contractors in the procurement of goods and services. The policy also seeks to maintain Tollways’ reputation for equal opportunity and honest treatment of suppliers in all business transactions. It establishes clear rules for arm's length transactions and fair treatment of prospective and existing suppliers with the objectives of always obtaining the best value for the company. The policy specifically adopts the processes of vendor accreditation and competitive bidding as the general rule and establish practices to ensure the contracts are awarded only to qualified and duly-accredited suppliers and vendors who offer the best value for money for Tollways’ requirements. This policy was approved on February 4, 2015.

Policy on Handling of Employee Whistleblowing provides guidelines on handling employee disclosure or complaints of violation of rules pertaining to the CG policies as hereon mentioned, protects whistleblowers from retaliation and ensures confidentiality and fairness in the handling of a disclosure or complaint. This policy