CHAIRPERSON (MACALISANG, JOHN REIL TABADA): Good evening, everyone.
I
hereby call to order the Regular Meeting of the Board of Directors of the Corporation. For the
record, the Notice of Meeting stating the date, time, and place was duly sent on April 18,
2026 at 7:00 PM, which is at least two (2) days prior to the scheduled meeting today April 21,
2026, in compliance with the Revised Corporation Code of the Philippines.
CORPORATE SECRETARY (PEROCHO, JERIC CEL CARREON): I will now
conduct the roll call:
1. MACALISANG, JOHN REIL TABADA – Present
2. MUDJA, JUL ART SALIBAT – Present
3. ORILLAN, NOVIE MEGIO – Present
4. PAGENTE, RUFALYN MAGSAYO – Present
5. PAMAT, MONALEN MANLUPIG – Present
6. PARDOLA, REY A – Present
7. PEROCHO, JERIC CEL CARREON – Present
8. PINO, ARABELLA GRACE GALLOZA – Present
9. RAFAYA, GRYTEL MAE GARINGO – Present
10. RECATE, RHEALYN CAMARILLO – Present
11. REGENCIA, CHARIZ BARO – Present
12. REGENCIA, ROLYN QUINLOG – Present
13. SUAN, CHIKYME VALESCO – Present
14. SUBITO, TRISIA HANNA CAMANSE – Present
15. TOMODOS, JESUA PROCESO – Present.
Mr. Chair, all 15 directors are present. Under the Revised Corporation Code, quorum requires
a majority of the board which is 50% + 1. Since we have 15 directors, the required quorum is
8, and with all members present, quorum is validly established and all decisions may proceed.
CHAIRPERSON: Thank you. Since quorum is present, we shall proceed.
May I request the Corporate Secretary to formally present the agenda for today’s meeting.
CORPORATE SECRETARY: The agenda for today’s Regular Board Meeting is carefully
prepared in accordance with corporate governance standards and includes the following items
for discussion and approval:
Item Description
1 Reading and Approval of Minutes of Previous Meeting
2 Approval of Self-Dealing Contract
3 Declaration of Cash Dividends
4 Other Matters and Additional Board Concerns
CHAIRPERSON: Thank you. May I now request a motion to approve the agenda as
presented.
MUDJA, JUL ART SALIBAT: I move to approve the agenda as presented by the Corporate
Secretary, considering that it properly reflects all necessary matters for discussion, including
financial and governance-related concerns of the corporation.
PINO, ARABELLA GRACE GALLOZA: I second the motion, and I also agree that the
agenda is complete, properly structured, and sufficient for today’s deliberation.
CHAIRPERSON: We now proceed to the reading of the minutes of the previous meeting.
CORPORATE SECRETARY: The minutes of the previous meeting dated March 20, 2026
include the approval of prior corporate resolutions, updates on operational performance,
financial reporting discussions, and confirmations of earlier board actions. All entries have
been properly documented, reviewed, and signed in accordance with corporate procedures.
REGENCIA, CHARIZ BARO: I move to approve the minutes as read, considering that
they accurately reflect all discussions, decisions, and resolutions made during the previous
meeting.
SUAN, CHIKYME VALESCO: I second the motion, and I further affirm that the minutes
are complete, transparent, and properly recorded for corporate compliance purposes.
CHAIRPERSON: Corporate Secretary, please record the votes.
(Everyone. Must vote)
CORPORATE SECRETARY: All 15 directors voted YES. The minutes are approved
CHAIRPERSON: We now proceed to the approval of a contract involving a self-dealing
director.
PAGENTE, RUFALYN MAGSAYO: I formally disclose that I have a personal interest in
the contract being presented before the Board. In compliance with the Revised Corporation
Code, I will inhibit myself from participating in the discussion and voting to ensure
transparency and fairness in this decision-making process.
RECATE, RHEALYN CAMARILLO: I move to approve the contract, provided that all
disclosures are complete, the terms are fair and reasonable, and the transaction is in the best
interest of the corporation.
PARDOLA, REY A: I second the motion, and I also support its approval as it appears to be
beneficial and compliant with corporate governance standards.
(Everyone. Must vote, except ni pagente)
CORPORATE SECRETARY: Voting results: 14 YES, 0 NO, 1 ABSTENTION. The
motion is approved in accordance with the Revised Corporation Code.
CHAIRPERSON: Approved by the majority, we will move to the declaration of cash
dividends.
ORILLAN, NOVIE MEGIO (Treasurer): The financial report shows that the corporation
has retained earnings amounting to ₱5,000,000. After careful review of our financial standing
and liquidity, I recommend the declaration of cash dividends in the amount of ₱1,500,000,
leaving a remaining balance of ₱3,500,000 to sustain future operations and growth initiatives.
PAMAT, MONALEN MANLUPIG: I move to declare cash dividends in the amount of
₱1,500,000, as recommended by the Treasurer, considering that the corporation has sufficient
retained earnings and financial capacity to distribute dividends responsibly.
RAFAYA, GRYTEL MAE GARINGO: I second the motion, and I fully support the
declaration of dividends as it reflects fair return to shareholders while maintaining financial
stability.
CHAIRPERSON: Corporate Secretary, please record the votes.
(Everyone. Must vote)
CORPORATE SECRETARY: All 15 directors voted YES. The motion is unanimously
approved.
CHAIRPERSON: We now proceed to other matters.
SUBITO, TRISIA HANNA CAMANSE: I would like to formally propose the upgrading
and modernization of the corporation’s digital reporting system to improve efficiency,
accuracy, and real-time access to corporate data, which will greatly enhance our internal
reporting and compliance monitoring.
TOMODOS, JESUA PROCESO: I second the motion, as I believe this initiative will
significantly improve operational transparency and streamline our reporting systems.
REGENCIA, ROLYN QUINLOG: I fully support the proposal, as it aligns with the
corporation’s goal of modernization and improved governance practices.
PINO, ARABELLA GRACE GALLOZA: I also suggest that we carefully evaluate
potential service providers to ensure that the system implementation will be cost-effective
and reliable.
MUDJA, JUL ART SALIBAT: I agree with all the proposals raised and support moving
this initiative forward for further study and implementation.
CHAIRPERSON: Are there any further matters? Hearing none? So, may I have a motion to
adjourn?
PARDOLA, REY A: I move to adjourn the meeting, as all agenda items have been properly
discussed and resolved in accordance with corporate procedures.
MUDJA, JUL ART SALIBAT: I second the motion.
CHAIRPERSON: There is being no further business to discuss. Thank you very much for
your active participation and cooperation. The meeting is hereby adjourned.