CORPORATE PROFILE

 History
Considered the largest toll road developer and operator in the Philippines – in terms of
vehicle traffic volume, revenue levels, asset base – and in terms of combined length of
expressways in kilometers.

They are a toll road company with three major long-term concessions in the country –
with three new concessions under construction awarded to us. They broke barriers and ventured
to the fast-growing Visayas region, seen as a beginning to creating and building more toll roads
in high-growth areas outside of Luzon. They are the first Philippine tollroad company that now
has significant stakes in three major infrastructure companies in three progressive countries in
the ASEAN region.

They are leading other industry players in all financial aspects, with a quarter of a billion
dollars in revenues based on the latest 2017 figures. Since 2008, their core income has grown by
400%. They hold three operating long-term concessions in the Philippines – namely: the North
Luzon Expressway (NLEX), Subic Clark Tarlac Expressway (SCTEX), and the Cavite
Expressway (CAVITEX). They hold three more concessions to build, operate and maintain –
namely the Cavite Laguna Expressway (CALAEX), the Cebu Cordova Link Expressway
(CCLEX), and the NLEX Connector.

On the average, they handle around one million vehicles per day—and still counting.
Thanks to an increasing number of travellers who have been encouraged to make journeys more
regularly because of high quality roads from the cities to the countryside, and vice versa.
 Notably, they have a significant stake in three major infrastructure companies in the
ASEAN Region: A 79.9% share in PT Nusantara Infrastructure of Indonesia; a 44.90% share in
CII Bridges & Roads of Vietnam; and a 29.50% share in Don Muang Tollway Public Company
Limited of Thailand.

Through these recent entries into the ASEAN, they have made available our highly
developed experience and expertise in building tollroad infrastructure and managing tollways
operations to our neighboring countries, along with our global standards in systems and our well-
trained and dedicated executive talent.

 Mission
We enable mobility and make everything accessible through world-class expressways,
transforming the region’s landscape — bringing good life to people.

 Vision
At all times, we are the leader in the tollways industry, providing the ultimate expressway
experience in the region – as we remain at the forefront in innovation and service, driven by our
greatly valued and highly engaged people.

 Corporate Values
 Customer Focus
 Integrity
 Teamwork
 Innovation
 Excellence
 Social Responsibility

BUSINESS UNITS
 COMPANIES AND CONCESSIONS

CORPORATE GOVERNANCE

 Corporate Governance
Adherence to the highest standards of Corporate Governance is an integral part of the
way we do business at Metro Pacific Tollways Corporation (“Tollways”).
In accordance with our principles of good governance and in support of MVP Group of
Companies’ corporate governance principles, Tollways is dedicated to doing business in
accordance with the highest standards of ethics.
The company, directors, officers and employees strive to promote a culture of good
corporate governance and responsible management practices, by observing and maintaining our
core business principles of accountability, integrity, fairness and transparency in our
relationships among ourselves and with our customers, suppliers, competitors, business partners,
regulators, and the public.
Tollways believes that the reward of good governance is not just recognition but the
continuous improvement on Company operations, breakthrough performance and sustainable
growth that will serve the best interest of all our stakeholders.

What is Corporate governance?

Simply, governance is about oversight of organizational processes and practices with
independence and accountability.
When applied to business, it is referred to as Corporate Governance. Corporate
governance, then, is a set of rules that directs the relationships and practices of everyone in a
company and in the community in which it does business. These rules ensure that honest
decision making and transparent and accountable practices are maintained by the company and
all its personnel.
 Good corporate governance is a requisite to a good listed company. Companies who turn
to outside sources of capital need to demonstrate sound governance to investors and lenders.

Why is Corporate governance important?

Regulators require this. As a Filipino company, Tollways follows the corporate
governance rules of the Philippine Securities and Exchange Commission (PSEC). The Manual
on Corporate Governance, which institutionalizes the corporate governance principles committed
to by the Company, is a PSEC requirement.

 Principles and Values

1. Fairness
We shall uphold the value of justice and fair play amongst everyone we deal with, both
internally and externally.

2. Integrity
We shall act righteously, morally, and legally. We shall uphold the simple truth ‘honesty
is the best policy’ and endeavor to act under the highest standards of ethics.

3. Transparency
We shall uphold the value of truthfulness in everything we do as we provide and disclose
accurate material information in a timely manner.

4. Accountability
We shall take full responsibility for all our business decisions, actions/inactions, and
conduct, and shall perform our duties and functions with utmost responsibility, integrity,
honesty, loyalty and efficiency. We are accountable to the Company and its stakeholders
(employees, customers, shareholders and business partners) all of whom we vow to serve to the
best of our ability.

 Governance Structure
The following are the key players in ensuring the application of good governance
practices and policies within Tollways:

1. Compliance Officer
To ensure adherence to corporate principles and best practices, the Board shall designate
a Corporate Governance Officer as a Compliance Officer who shall monitor compliance and
determine violations by the Company with the provisions and requirements of the Manual on
Corporate Governance, and the rules and regulation of regulatory agency.

2. Board of Directors
The Board of Directors (the “Board”) is primarily responsible for the governance of the
Company. Corollary to setting the policies for the accomplishment of the corporate objectives, it
shall provide an independent check on Management.

3. Shareholders
Tollways recognizes its responsibility to protect its shareholders’ rights by creating value
and ensuring sustainable growth in business. Tollways upholds their rights to obtain relevant
information about Tollways in a timely and regular basis. Tollways’ financial performance are
regularly reported and these reports are immediately made public through press releases and
postings in the MPTC’s website.
 4. Employees
The Company is further committed in sustaining and/or further enhancing the high level
of engagement of employees. Guided by the results of an employee engagement survey
conducted, focused and deliberate initiatives are undertaken to help ensure employees job
satisfaction and motivation.

5. Subsidiaries
Tollways continues to strengthen the good governance practice of its subsidiaries by
strongly advocating the need for each subsidiary to adopt its own Manual of Corporate
Governance and Code of Ethics.

6. Other Stakeholders
Tollways seriously considers the impact of business decisions on the interests of its
shareholders and other stakeholders. The Company also protects and maintains good relations
with its suppliers and creditors based on mutual respect and benefit. The Company strives to
foster long-term stability, direct and open relation, and continuous development with suppliers to
attain

 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 Corporate Governance
Manual was adopted by unanimous vote of the Board of Directors on February 23, 2011.

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 Code was approved by the MPTC Board 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 on February 23, 2011.

Policy on Gifts, Entertainment and Sponsored Travel regulates the acceptance of gifts offered
and given by third parties to prevent all directors, officers and employees from putting
themselves in situations that could affect the fair, objective and effective performance of their
duties. The gifts memorandum became effective on November 22, 2010 and the official policy
was approved on November 29, 2016.

Policy on Gift Giving Activities provides guidance and procedural safeguards with respect to
giving gifts to government officers/officials and business partners for or on behalf of Tollways in
accordance with applicable laws and Company policies. Directors, officers, employees and
consultants are enjoined to strictly comply with this Policy. This was approved on November 10,
2017.

Policy on Handling of Employee Whistleblowing provides guidelines on handling employee

disclosure or complaints of violation of rules pertaining to the aforestated matters, protects
whistleblowers from retaliation and ensures confidentiality and fairness in the handling of a
disclosure or complaint. This policy was approved and adopted by the Board of Directors on
February 26, 2013.

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 was approved on February 4, 2015.

Insider Trading Policy regulates trading of shares by Company executives, officers and
employees with direct access to unpublished information relating to the Company’s financial and
operating results, in the interest of CG and transparency. This was approved on May 25, 2017.

Related Party Transactions Policy ensures that the transaction of the Company with its related
parties are conducted in fair and at arms’ length terms. This was approved on March 20, 2017.
Below are the Functions of every individual on the previous Organizational Chart:

Tollway Development Support Senior Manager

They are responsible for the coordination of technical and information systems in an
organization. They direct staff, determine necessary technology advances and educate employees
on the use of software and hardware used in an organization's day-to-day operations.

Tollway Development Support Senior Associate

They are expected to address system issues, identify and implement process
improvements, develop internal documentation and contribute to a team environment, all while
adhering to service level agreements for phone, email and chat support.
Also known as the person who will help the manger in whatever task he is doing.

Technical Services Manager

They are responsible for addressing faults within any company system and making sure
those faults are fixed. ... They are the communication source between clients and upper
management of the company. The technical manager must also perform management tasks for
the team.

Planning Manager
They supervises requirements planning for department, division, project, or organisation.
Prepares proposals and site plans in conformance with codes and local and national regulations.
Acts as intermediary between community, developers, government entities, and business.

Design assistant manager

They are relatively new profession but is quickly becoming recognised as a critical role
within construction. They are also professionals who assist with managing all the processes in
relation to producing a set of drawings that a building can be built from.

Geodetic Assistant Manager

They are assigned to compute, retrace, or adjust existing surveys of features such as
highway alignments, property boundaries, utilities, control and other surveys to match the
ground elevation-dependent grids, geodetic grids, or property boundaries and to ensure accuracy
and continuity of data used in engineering, surveying.

Estimating Supervisor
They are responsible for estimating the cost of the project and assist in determining the
cost of the product or service that will be manufactured. They are most commonly found in the
construction industries, manufacturing industries and the related service areas.

Planning Specialist
They resolve all issues in planning procedures and analyze activities to ensure
compliance to all quality and service regulations. Develop various call center programs and
recommend improvements to all processes. Provide optimal level of customer services and
prepare all paperwork for employees.

FOE/Non FOE Senior Specialist

They have daily job duties of human resources specialists include: Preparing or updating
employment records related to hiring, transferring, promoting, and terminating. Explaining
human resources policies, procedures, laws, and standards to new and existing employees.
Ensuring new hire paperwork is completed and processed

Structural Design Engineer

They have role which is a key component in the construction process. Part of the wider
discipline of civil engineering, structural engineering is concerned with the design and physical
integrity of buildings and other large structures, like tunnels and bridges

Highway Design Engineer

They have a function which involves the construction highway systems with
the design and maintenance of it. They takes the account of the future traffic flow, providing
the design of the highway being constructed and work on the intersections.

Utility Engineer
They are specialized engineering personnel who typically work for public utilities that
provide power, water, gas or sewer services to communities. Typically, they have a background
as a mechanical or civil engineer.