Leading the practice of good Corporate Governance is the Board of Directors. Your Board of Directors is firmly committed to the adoption of and compliance with the best practices in Corporate Governance as well as the observance of all relevant laws, regulations and ethical business practices.

Nominations and Voting for the Board of Directors

The members of the Board are elected during the annual stockholders’ meeting. The stockholders of FLI may nominate individuals to be members of the Board of Directors.

The Corporate Governance Committee, acting as the Nomination Committee, receives nominations for independent directors as may be submitted by the stockholders. After the deadline for the submission thereof, the Corporate Governance Committee, acting as the Nomination Committee meets to consider the qualifications as well as grounds for disqualification, if any, of the nominees based on the criteria set forth in FLI’s Revised Manual on Corporate Governance and the Securities Regulation Code. All nominations shall be signed by the nominating stockholders together with the acceptance and conformity by the would be nominees. The Corporate Governance Committee, acting as the Nomination Committee shall then prepare a Final List of Candidates enumerating the nominees who passed the screening. The name of the person or group of persons who recommends nominees as independent directors shall be disclosed along with his or their relationship with such nominees.

Only nominees whose names appear on the Final List of Candidates shall be eligible for election as independent directors. No other nomination shall be entertained after the Final List of Candidates shall have been prepared. No further nomination shall be entertained or allowed during the annual meeting.

It shall be the responsibility of the Chairman of the annual meeting to inform all stockholders in attendance of the mandatory requirement of electing independent directors. He shall ensure that independent directors are elected during the annual meeting. Specific slots for independent directors shall not be filled up by unqualified nominees. In case of failure of election for independent directors, the Chairman of the meeting shall call a separate election during the same meeting to fill up the vacancy.

A stockholder may vote such number of shares for as many persons as there are directors to be elected. He may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares, or he may distribute them on the same principle among as many candidates as he shall see fit; Provided, that the total number of votes cast by him shall not exceed the number of shares owned by him as shown in the books of FLI multiplied by the whole number of directors to be elected.

The directors of FLI are elected at the annual stockholders’ meeting, to hold office until their respective successors have been duly appointed or elected and qualified. Vacancies in the Board occurring midterm are filled as provided in the Revised Corporation Code and FLI’s Revised Manual on Corporate Governance. Officers and committee members are appointed or elected by the Board of Directors typically at its first meeting following the annual stockholders’ meeting, each to hold office until his successor shall have been duly elected or appointed and qualified.

Independent Directors

1. • Is not a director or officer or substantial stockholder of FLI or of its related companies or any of its substantial shareholders (other than as an independent director of any of the fore-going);
   • Is not a relative of any director, officer or substantial stockholder of FLI, any of its related companies or any of its substantial shareholders. For this purpose, “relative” includes spouse, parent, child, brother, sister, and the spouse of such child, brother or sister;
   • Is not acting as a nominee or representative of a substantial shareholder of FLI, any of its related companies or any of its substantial shareholders;
   • Has not been employed in an executive capacity by FLI, any of its related companies or any of its substantial shareholders within the last two (2) years;
   • Is not related as a professional adviser of FLI, any of its related companies or any of its substantial shareholders within the last two (2) years, either personally or through his firm;
   • Has not engaged and does not engage in any transaction with FLI or any of its related companies or any of its substantial shareholders, whether by himself or with other persons or through a firm of which he is a partner or a company of which he is a director or substantial shareholder, other than transactions which are conducted at arms-length and are immaterial or insignificant.
   • When used in relation to FLI, subject to the requirements above:
     1. “Related company” means another company which is: (a) its holding company, (b) its subsidiary, or (c) a subsidiary of its holding company; and
     2. “Substantial shareholder” means any person who is directly or indirectly the beneficial owner of more than ten percent (10%) of any class of its equity security.
2. An independent director of FLI shall have the following qualifications:
   1. He shall have at least one (1) share of stock of FLI;;
   2. He shall be at least a college graduate or he shall have been engaged in or exposed to the business of FLI for at least five (5) years;
   3. He shall possess integrity/probity; and
   4. He shall be assiduous.
3. No person enumerated under Part II, Item A, Par. 8 of the Revised Manual of Corporate Governance shall qualify as an independent director. He shall likewise be disqualified during his tenure under the following instances or causes:
   1. He becomes an officer or employee of FLI, or becomes any of the persons enumerated under items (A) hereof:
   2. His beneficial security ownership exceeds 10% of the outstanding capital stock of FLI;
   3. He fails, without any justifiable cause, to attend at least 50% of the total number of board meetings during his incumbency unless such absences are due to grave illness or death of an immediate family member;
   4. If he becomes disqualified under any of the grounds stated in FLI’s Revised Manual on Corporate Governance.
4. Pursuant to SEC Memorandum Circular No. 04, Series of 2017, which took effect on March 2017, the following additional guidelines, amending the rules on the term limit of independent directors, shall be observed in the qualification of individuals to serve as independent directors:
   1. The independent director shall serve for a maximum cumulative term of nine (9) years;
   2. After which, the independent director shall be perpetually barred from re-election as such in the same company, but may continue to qualify as non-independent director;
   3. In the instance that a company wants to retain an independent director who has served for nine (9) years, the Board should provide meritorious justification/s and seek shareholders’ approval during the annual shareholders’ meeting; and
   4. The reckoning of the cumulative nine-year term is from 2012.

Members of the Board of Directors, Attendance and Committee Memberships

The following table lists down the members of the Board of Directors and their attendance in Board Meetings during 2019 which was which was reported during the Annual Stockholders’ Meeting held on June 11, 2020.

* Mr. Nelson M. Bona was first elected as member of the Board of Directors on June 11, 2020

Committee Membership

Committee Members

*Committee members are appointed annually.

The functions, duties and responsibilities of the Board of Directors may be delegated, to the fullest extent permitted by law, to an Executive Committee to be established by the Board of Directors. The Executive Committee shall consist of five (5) members, at least three (3) of whom shall be members of the Board of Directors. All members of the Executive Committee shall be appointed by and under the control of the Board of Directors.

The Executive Committee may act on such specific matters within the competence of the Board of Directors as may be delegated to it by a majority vote of the Board of Directors, except with respect to: (i) approval of any action for which shareholders’ approval is also required; (ii) the filing of vacancies in the Board of Directors; (iii) the amendment or repeal of these By-Laws or the adoption of new by-laws; (iv) the amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable; and (v) the distribution of cash dividends to shareholders.

The act of the Executive Committee on any matter within its competence shall be valid if (i) it is approved by the majority vote of all its members in attendance at a meeting duly called where a quorum is present and acting throughout, or (ii) it bears the written approval or conformity of all its incumbent members without necessity for a formal meeting.

The Executive Committee shall hold its regular meeting at least once a month or as often as it may determine, in the principal office of the Corporation or at such other place as may be designated in the notice, or through remote communication in accordance with relevant laws, rules and regulations. Any member of the Executive Committee may, likewise, call a meeting of the Executive Committee at any time. Notice of any meeting of the Executive Committee shall be given at least seven (7) business days prior to the meeting or such shorter notice period as may be mutually agreed. The notice shall be ac-companied by (i) a proposed agenda or statement of purpose and (ii) where possible, copies of all doc-uments, agreements and information to be considered at such meeting.

Committee Members

*Committee members are appointed annually

The Board shall constitute an Audit and Risk Management Committee to be composed of at least three (3) qualified nonexecutive directors, preferably with accounting and financial background, majority of which shall be independent and should have related audit experience.

The Chairman of this Committee should be an independent director. He should inculcate in the minds of Board members the importance of management responsibilities in maintaining a sound system of internal control and the Board’s oversight responsibility.

The Audit and Risk Management Committee shall have the following duties and responsibilities:

1. Internal Audit
   • Recommend the approval of the Internal Audit Charter (“IA Charter”), which formally defines the role of Internal Audit and the audit plan as well as oversees the implementation of the IA Charter;
   • Provide oversight financial management functions specifically in the areas of managing credit, market, liquidity, operational, legal and other risks of the Corporation, and crisis management;
   • Provide oversight of the Corporation’s internal and external auditors;
   • Review and approve audit scope and frequency, and the annual internal audit plan;
   • Discuss with the external auditor before the audit commences the nature and scope of the audit, and ensure coordination where more than one (1) audit firm is involved;
   • Set up an internal audit department and consider the appointment of an internal auditor as well as an independent external auditor, the audit fee and any question of resignation or dismissal;
   • Monitor and evaluate the adequacy and effectiveness of the Corporation’s internal control system;
   • Receive and review reports of internal and external auditors and regulatory agencies, where applicable, and ensure that management is taking appropriate corrective actions, in a timely manner, in addressing control and compliance functions with regulatory agencies;
   • Review the quarterly, half-year and annual financial statements before submission to the Board with particular focus on the following matters:
     • Any change/s in accounting policies and practices
     • Major judgmental areas
     • Significant adjustments resulting from the audit
     • Going concern assumptions
     • Compliance with accounting standards
     • Compliance with tax, legal and regulatory requirements
   • Coordinate, monitor, and facilitate compliance with existing laws, rules and regulations;
   • Evaluate and determine non-audit work by external auditor and keep under review the non-audit fees paid to the external auditor both in relation to their significance to the auditor and in relation to the Corporation’s total expenditure on consultancy. The non-audit work should be disclosed in the Annual Report; and
   • Establish and identify the reporting line of the CAE so that the reporting level allows the internal audit activity to fulfill its responsibilities. The CAE shall report directly to the audit Committee functionally. The Audit committee shall ensure that the internal auditors shall have free and full access to the Corporation’s records, properties and personnel relevant to the internal audit activity, and that the internal audit activity should be free from interference in determining the scope of internal auditing examinations, performing work, and communicating results, and shall provide a venue for the Audit Committee to review and approve the annual internal audit plan.
2. Risk Management
   • Develop and oversee the Corporation’s risk management program;
   • Oversee the system of limits to discretionary authority that the Board delegates to the Management, ensure that the system remains effective, the limits are observed and that immediate corrective actions are taken whenever limits are breached;
   • Advise the Board on its risk appetite levels and risk tolerance limits;
   • Assess the probability of each identified risk becoming a reality and estimates its possible significant financial impact and likelihood of occurrence;
   • Provides oversight over Management's activities in managing credit, market, liquidity, operational, legal and other risk exposures of the corporation. This function includes regularly receiving information on risk exposures and risk management activities from Management; and
   • Report to the Board on a regular basis, or as deemed necessary, the Corporation's material risk exposures, the actions taken to reduce the risks, and recommends further action or plans, as necessary;
   • Performs other duties and responsibilities as the Committee may deem appropriate within the scope of its primary functions or as may be assigned by the Board; and

Other duties and responsibilities are provided in the Audit and Risk Management Committee Charter.

Committee Members

*Committee members are appointed annually.

The Compensation Committee is composed of at least three (3) Director-members, two (2) of whom must be independent directors.

Duties and Responsibilities:

• 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 Corporation’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 successfully.
• 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.
• Develop a form on Full Business Interest Disclosure as part of the pre-employment requirements for all incoming officers, which, among others, compel all officers to declare under the penalty of perjury all their existing business interests or shareholdings that may directly or indirectly conflict in their performance of duties once hired.
• Disallow any director to decide his or her own remuneration.
• Provide in the Corporation’s annual reports and information and proxy statements a clear, concise and understandable disclosure of the compensation of its executive officers for the previous fiscal year and ensuing year.
• Review the existing Human Resources Development or Personnel Handbook, to strengthen provisions on conflict of interest, salaries and benefits policies, promotion and career advancement directives and compliance of personnel concerned with all statutory requirements that must be periodically met in their respective posts.

Committee Members

*Prior to the original meeting of the board held on 11 June 2020, the Related Party Transaction Committee is combined with the Corporate Governance Committee, and the committee is referred to as the Related Party Transaction and Corporate Governance Committee.
 

The Corporate Governance Committee shall assist the Board in fulfilling its corporate governance and compliance responsibilities. The Committee shall be composed of the Chairman of the Board and at least three (3) members of the Board, all of whom shall be independent directors. The Chairman of the Committee shall be an independent director.

The Corporate Governance Committee shall have the following duties and responsibilities:

1. Ensure the effectiveness and due observance of corporate governance principles and guidelines of the Board, its committees’ and executive management;
2. Oversee the periodic performance evaluation of the Board and its committees as well as executive management, and conducts an annual self evaluation of its performance;
3. Ensures that the results of the Board evaluation are shared, discussed, and that concrete action plans are developed and implemented to address the identified areas for improvement;
4. Adopts corporate governance policies and ensures that these are reviewed and updated regularly, and consistently implemented in form and substance;
5. Make recommendations to the Board regarding the continuing education of directors, assignment to Board Committees and succession plan for the Board members and senior officers;
6. Determine the nomination and election process for the Corporation’s directors and other positions requiring appointment by the Board, define the general profile of board members that the Corporation may need and ensure that appropriate knowledge, competencies and expertise will complement the existing skills of the Board;
7. Establishes a formal and transparent procedure to develop a policy for determining the remuneration of directors and officers that is consistent with the Corporation's culture and strategy as well as the business environment in which it operates;
8. Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of management's investigation and follow-up (including disciplinary action) of any instances of non-compliance;
9. Review with the Compliance Officer, at least on annual basis, any legal or regulatory matter that could have a significant impact on the Corporation’s financial statements, compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies; and
10. Obtain an annual report from the Compliance Officer regarding the adequacy of the Corporation's compliance program.

The Corporate Governance Committee shall also serve as the Nomination Committee. It shall review and evaluate the qualifications of all persons nominated to the board as well as those nominated to other positions requiring appointment by the Board and assess the effectiveness of the Board’s process and procedures in the election or replacement of directors.

*Committee members are appointed annually.
**Prior to the original meeting of the board held on 11 June 2020, the Related Party Transaction Committee is combined with the Corporate Governance Committee, and the committee is referred to as the Related Party Transaction and Corporate Governance Committee.
***Mr. Efren C Gutierrez was no longer appointed as member of the committee at the organizational meeting held on 11 June 2020. The attendance indicated in this report refers to the meeting of the combined Related Party Transaction and Corporate Governance Committee.
****The attendance indicated in this report refers to the meeting of the combined Related Party Transaction and Corporate Governance Committee.
*****Mr.Ernesto S, De Castro was first appointed as member of the committee on 11 June 2020.

Committee Members

*Committee members are appointed annually.
**Prior to the original meeting of the board held on 11 June 2020, the Related Party Transaction Committee is combined with the Corporate Governance Committee, and the committee is referred to as the Related Party Transaction and Corporate Governance Committee.
***Mr. Efren C Gutierrez was no longer appointed as member of the committee at the organizational meeting held on 11 June 2020. The attendance indicated in this report refers to the meeting of the combined Related Party Transaction and Corporate Governance Committee.
****The attendance indicated in this report refers to the meeting of the combined Related Party Transaction and Corporate Governance Committee.
*****Mr.Ernesto S, De Castro was first appointed as member of the committee on 11 June 2020.

*Effective 11 June 2020, the functions of the Nomination Committee are already merged with the Corporate Governance Committee..

*Committee members are appointed annually.
*Effective 11 June 2020, the functions of the Nomination Committee are already merged with the Corporate Governance Committee..

The Corporate Governance Committee, acting as the Nomination Committee may consider the following guidelines in the determination of the number of directorships for the Board members:

• The nature of the business of the Corporations in which he is a director;
• Age of the director;
• Number of directorships/active memberships and officerships in other corporations or organizations; and
• Possible conflict of interest.

The Chief Executive Officer and other executive directors shall submit themselves to a low indicative limit on membership in other corporate Boards. The same low limit shall apply to independent, non-executive directors who serve as fulltime executives in other corporations. In any case, the capacity of directors to serve with diligence shall not be compromised.

The Corporate Governance Committee, acting as the Nomination Committee may pre-screen and shortlist all candidates nominated to become a member of the Board of Directors, taking into account the qualifications and the grounds for disqualifications as set forth in FLI’s Revised Manual of Corporate Governance and the Securities Regulation Code.

The Corporate Governance Committee, acting as the Nomination Committee promulgates the guidelines or criteria to govern the conduct of the nomination for members of the Board of Directors. The same shall be properly disclosed in the Company’s information or proxy statement or such other reports required to be submitted to the Securities and Exchange Commission (SEC).

The nomination of independent directors is be conducted by the Committee before the stockholders’ meeting. All recommendations should be signed by the nominating stockholders together with the acceptance and conformity by the would-be nominees.

The Committee pre-screens the qualifications and prepares a final list of all candidates and put in place screening policies and parameters to enable it to effectively review the qualifications of the nominees for independent directors as set forth in the Company’s Revised Manual on Corporate Governance.

After the nomination, the Committee prepares a Final List of Candidates which contains all the information about all the nominees for independent directors, and is made available to the SEC and all stockholders through the filing and distribution of the Information Statement, or in such reports the Company is required to submit to the SEC. The name of the person or group of persons who recom-mended the nomination of the independent director shall be identified in such report, including any relationship with the nominee.

The Board shall constitute a Related Party Transaction Committee to be composed of at least three (3) non-executive directors, two (2) of whom shall be independent, including the Chairman of the Committee.

The Related Party Transaction Committee shall have the following duties and responsibilities:

1. Conduct continuous evaluation and monitoring of existing relations among counterparties to ensure that all related parties are identified, RPTs are monitored, and subsequent changes in relationships with counterparties (from non-related to related and vice versa) are captured. Related parties, RPTs and changes in relationships should be reflected in the relevant reports to the Board and the SEC;
2. Evaluate all material RPTs to ensure that these are transacted on an arm’s length basis and that no corporate or business resources of the company are misappropriated or misapplied, and to determine any potential reputational risk issues that may arise as a result of or in connection with the transactions.

   In evaluating RPTs, the Committee may take into account the following:

   • The related party's relationship to the Corporation and interest in the transaction;
   • The material facts of the proposed RPT, including the proposed aggregate value of such transaction;
   • The benefits to the Corporation of the proposed RPT;
   • The availability of other sources of comparable products or services; and
   • An assessment of whether the proposed RPT is on terms and conditions that are comparable to the terms generally available to an unrelated party under similar circumstances. The company should have an effective price discovery system in place and exercise due diligence in determining a fair price for RPTs.
3. Ensure that appropriate disclosure is made to the regulating and supervising authorities relating to the Corporation's RPT exposures, and policies on conflicts of interest or potential conflicts of interest;
4. Report to the Board on a regular basis, the status and aggregate exposures to each related party, as well as the total amount of exposures to all related parties;
5. Ensures that transactions with related parties, including write-off of exposures are subject to a periodic independent review or audit process; and
6. Oversees the implementation of the system for identifying, monitoring, measuring, controlling, and reporting RPTs, including a periodic review of RPT policies and procedures.

The Corporation recognizes that the most cogent proof of good corporate governance is that which is visible to the eyes of its investors. Therefore, the following provisions are issued for the guidance of all internal and external parties concerned, as governance covenant between the Corporation and all its investors.

The Board shall be committed to respect the following rights of the stockholders:

1. Right to Nominate and Vote
   • Shareholders shall have the right to elect, remove and replace directors and vote on certain corporate acts in accordance with the Corporation Code.
   • Cumulative voting shall be used in the election of directors.
   • A director shall not be removed without cause if it will deny minority shareholders representation in the Board.
2. Power of Inspection
   • All shareholders shall be allowed to inspect corporate books and records including minutes of Board meetings and stock registries in accordance with the Corporation Code, during business hours and upon prior written notice to the Corporation.
   • All Shareholders shall be furnished with annual reports, including financial statements, without cost or restrictions.
3. Right to Information
   • The Shareholders shall be provided, upon request, with periodic reports which disclose personal and professional information about the directors and officers and certain other matters such as their holdings of the Corporation’s shares, dealings with the Corporation, relationships among directors and key officers, and the aggregate compensation of directors and officers.
   • The minority shareholders shall be granted the right to propose the holding of a meeting, and the right to propose items in the agenda of the meeting, provided the items are for legitimate business purposes.
   • The minority shareholders shall have access to any and all information relating to matters for which the management is accountable for and to those relating to matters for which the management shall include such information and, if not included, then the minority shareholders shall be allowed to propose to include such matters in the agenda of stockholders’ meeting, being within the definition of “legitimate purposes”.
4. Right to Dividends
   • Shareholders shall have the right to receive dividends subject to the discretion of the Board.
   • The Commission may direct the Corporation to declare dividends when its retained earnings shall be in excess of 100% of its paid-in capital stock, except: i) when justified by definite corporate expansion projects or programs approved by the Board; or ii) when the Corporation is prohibited under any loan agreement with any financial institution or creditor, whether local or foreign, from declaring dividends without its consent, and such consent has not been secured; or iii) when it can be clearly shown that such retention is necessary under special circumstances obtaining in the Corporation, such as when there is a need for special reserve for probable contingencies.
5. Appraisal Right
   • The Shareholders shall have appraisal right or the right to dissent and demand payment of the fair value of their shares in the manner provided for under Section 82 of the Corporation Code of the Philippines, under any of the following circumstances:
     • In case any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholder or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence;
     • In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in the Corporation Code; and
     • In case of merger or consolidation.
6. Right to Attend and Participate in Shareholders’ Meetings
   • The Board should be transparent and fair in the conduct of the annual and special shareholders’ meetings of the Corporation. The shareholders should be encouraged to personally attend such meetings and shall be notified of the date and place of the meeting at least 28 days before the meeting. If they cannot attend, they should be apprised ahead of time of their right to appoint a proxy. Subject to the requirements of the By-Laws, the exercise of that right shall not be unduly restricted and any doubt about the validity of a proxy should be resolved in the shareholder’s favor.
   • The results of the votes taken during the most recent annual or special stockholders’ meetings shall be made publicly available within the next working day. The minutes of such meetings shall likewise be posted on the Corporation’s website within five (5) business days from the date of the meeting.

It shall be the duty of the directors to promote shareholder rights, remove impediments to the exercise of shareholders’ rights and allow possibilities to seek redress for violation of their rights. They shall encourage the exercise of shareholders’ voting rights and the solution of collective action problems through appropriate mechanisms. They shall be instrumental in removing excessive costs and other administrative or practical impediments to shareholders participating in meetings and/or voting in person. The directors shall pave the way for the electronic filing and distribution of shareholder information necessary to make informed decisions subject to legal constraints.

Notice of Annual Stockholders’ Meeting

On 08 May 2020, FLI disclosed to the Philippine Stock Exchange that its Board of Directors had fixed the date of the Annual Stockholders’ Meeting on 11 June 2020 with the record date set on May 22, 2020.

Stockholders were informed that the Annual Stockholders’ Meeting for 2020 would be conducted virtually on 11 June 2020 (Thursday) at 10:30 a.m.

Procedures During the Annual Stockholders’ Meeting

The following was the agenda of the Annual Stockholders’ Meeting last 11 June 2020:

1. Call to Order
2. Proof of Notice of Meeting
3. Certification of Quorum
4. Approval of the Minutes of the Annual Stockholders’ Meeting held on 22 April 2019
5. Presentation of the President’s Report
6. Ratification of the Audited Financial Statements for the year ending 31 December 2019
7. Ratification of the Acts and Resolutions of the Board of Directors, Board Committees and Management from the Date of the Last Annual Stockholders’ Meeting up to 11 June 2020
8. Election of the Members of the Board of Directors, including three (3) Independent Directors, to serve for 2020-2021
9. Appointment of the External Auditor
10. Other Matters
11. Adjournment

On the same day, right after the annual stockholders’ meeting, FLI disclosed to the Philippine Stock Exchange the results of the meeting which included the following:

• Approval of the Minutes of the Annual Stockholders’ Meeting held on 22 April 2019;
• Ratification of the Audited Financial Statements for the year ended 31 December 2019;
• Ratification of all the acts, resolutions and proceedings of the Board of Directors, Executive Committee, Board Committees, and Management from the date of the last annual stockholders’ meeting up to 11 June 2020; and
• Appointment of Sycip Gorres Velayo & Co. as the independent external auditor of FLI for the year 2020.

FLI also disclosed that the following were elected as directors, to serve for the period 2020-2021 and until their successors shall have been duly elected and qualified:

1. MR. JONATHAN T. GOTIANUN
2. MS. LOURDES JOSEPHINE GOTIANUN-YAP
3. MR. MICHAEL EDWARD T. GOTIANUN
4. ATTY. EFREN C. GUTIERREZ
5. MR. FRANCIS NATHANIEL C. GOTIANUN
6. MR. NELSON M. BONA
7. ATTY. VAL ANTONIO B. SUAREZ (as independent director)
8. MR. GEMILO J. SAN PEDRO (as independent director)
9. ENGR. ERNESTO S. DE CASTRO (as independent director)

FLI made another disclosure to the Philippine Stock Exchange regarding the Board approval the following cash dividends declaration from the unrestricted retained earnings of FLI as of 31 December 2019:

1. Common Shares Regular cash dividend: Php0.0259 per share
   Special cash dividend: P0.0065
   Record Date: 10 July 2020
   Payment Date: 05 August 2020

   Preferred Shares
   Amount of Dividend: Php0.00032
   Record Date: 10 July 2020
   Payment Date: 05 August 2020

2. Common Shares Regular cash dividend: Php0.0259 per share
   Special cash dividend: P0.0065
   Record Date: 16 November 2020
   Payment Date: 11 December 2020

   Preferred Shares
   Amount of Dividend: Php0.00032
   Record Date: 16 November 2020
   Payment Date: 11 December 2020

FLI fully complied with the Philippine Stock Exchange (PSE) and Securities and Exchange Commission (SEC) regulatory requirements. Below is the Company’s Reportorial Compliance Report:

On January 8, 2007, the Board of Directors approved an annual cash dividend payment ratio for the Company’s issued shares of twenty percent (20%) of its consolidated net income from the preceding fiscal year, subject to the applicable laws and regulations and the absence of circumstances which may restrict the payment of such dividends. Circumstances which could restrict the payment of cash dividends, include, but are not limited to, when the Company undertakes major projects and developments requiring substantial cash expenditures or when it is restricted from paying cash dividends by its loan covenants. The Company’s Board may, at any time, modify such dividend payout ratio depending upon the results of operations and future projects and plans of the Company.

On June 30, 2008, FLI paid cash dividends of Php0.02 per share or a total of Php485.72 million to all shareholders on record as of June 15, 2008. This equivalent to 28.5% of the Php1.704 billion in net income generated in 2007.

On June 9, 2009, FLI paid a cash dividend of Php0.033 per share or a total of Php800.24 million to all shareholders on record as of May 14, 2009. This is equivalent to 42.9% of the Php1.867 billion net income reported in 2008.

On June 9, 2010, FLI paid a regular cash dividend of Php0.017 and special cash dividend of Php0.016 per share or a total of Php800.24 million to all shareholders on record as of May 18, 2010. This is equivalent to 39.7% of 2009’s Php2.018 billion net income.

On June 7 2011, FLI paid a regular cash dividend of Php0.0196 and a special cash dividend of Php0.0196 per share or a total of Php950.59 million to all shareholders on record as of May 13, 2011. This is equivalent to 39.2% of 2010’s Php2.246 billion core net income.

On June 21 2012, FLI paid a regular cash dividend of Php0.0237 and a special cash dividend of Php0.0237 per share, or a total of Php0.0475 per share. This was equivalent to Php1,151.86 million, and paid to all shareholders on record as of May 25, 2012. This is equivalent to 39.2% of 2011’s Php2.940 billion net income.

On July 3, 2013, FLI paid a regular cash dividend of Php0.0280 and a special cash dividend of Php0.020 per share, or a total of Php0.0480 per share. This was equivalent to Php 1,163.99 million, and paid to all shareholders on record as of June 7, 2013. This is equivalent to 33.9% of 2012’s Php3.431 billion net income.

On July 2, 2014, FLI paid regular cash dividends of Php 0.032 and a special cash dividend of Php0.018 per share, or a total of Php0.050. This was equivalent to Php1,212.48 million and paid to all shareholders on record as of June 6, 2014. This is equivalent to 30.9% of 2013’s net income.

In 2015, FLI declared cash dividends to all stockholders of record as of June 5, 2015 (ex-date June 2, 2015), in the amount of P0.0560 per share, broken down as follows:

• Regular Cash Dividend of P0.0373 per share
• Special Cash Dividend of P0.0187 per share

Payment date was set on July 1, 2015.

In 2016, FLI declared cash dividends to all stockholders of record as of May 22, 2016, in the amount of P0.061 per share, broken down as follows:

• Regular Cash Dividend of P0.041 per share
• Special Cash Dividend of P0.020 per share

Payment date was set on June 15, 2016.

In 2017, FLI declared cash dividends to all stockholders of record as of May 21, 2017, in the amount of P0.0613 per share, broken down as follows:

• Regular Cash Dividend of P0.0430 per share
• Special Cash Dividend of P0.0183 per share

Payment date was set on June 14, 2017.

In 2018, FLI declared cash dividends to all stockholders of record as of May 20, 2018, in the amount of P0.0618 per share, broken down as follows:

• Regular Cash Dividend of P0.0469 per share
• Special Cash Dividend of P0.0149 per share

Payment date was set on June 14, 2018.

In 2019, FLI declared cash dividends to all stockholders of record as of May 22, 2019, in the amount of P0.0619 per share, broken down as follows:

• Regular Cash Dividend of P0.0486 per share
• Special Cash Dividend of P0.0132 per share

Payment date was set on June 17, 2019.

In 2020, FLI declared cash dividends to all stockholders, broken down as follows:

1. Common Shares
   Regular cash dividend: Php0.0259 per share
   Special cash dividend: P0.0065
   Record Date: 10 July 2020
   Payment Date: 05 August 2020

   Preferred Shares
   Amount of Dividend: Php0.00032
   Record Date: 10 July 2020
   Payment Date: 05 August 2020

2. Common Shares
   Regular cash dividend: Php0.0259 per share
   Special cash dividend: P0.0065
   Record Date: 16 November 2020
   Payment Date: 11 December 2020

   Preferred Shares
   Amount of Dividend: Php0.00032
   Record Date: 16 November 2020
   Payment Date: 11 December 2020

FLI’s website, www.filinvestland.com, makes available to the public, current information on the Company, including details of its operations.

The Investor Relations section of the website provides information on financial statements, press releases, declaration of dividends, ownership structure and any changes in the ownership of major shareholders and officers, notice of analysts’ briefings, other reportorial requirements by the Philippine Stock Exchange. The contact details of the Investor Relations Office are available in the website.

To meet the requirements of FLI’s investors, the Company conducted three (3) Analysts’ Briefings in 2020:

1. May 21, 2020 through an online video conference facility for Full Year 2019 and 1st quarter 2020 results.
2. August 10, 2020 through an online video conference facility for Second Quarter 2020 results;
3. On November 17, 2020 through an online video conference facility for the Third Quarter 2020 results.

On March 31, 2021, FLI conducted an analysts’ briefing through an online video conference facility for the Full Year 2020 results.