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LIFESTYLE

HO W WE L IVE F U L LY
Technology powered by:
WHEN WE TRANSFORM EXPERIENCE,
WE REDEFINE THE FILIPINO LIFESTYLE.
We inspire innovation that opens up limitless possibilities.
Globe creates a wonderful world for customers
connecting everyone to a better way of life.

THE 2015 ANNUAL & SUSTAINABILITY REPORT


About us G4.3, G4.5, G4.6, G4.8 Vision
Globe Telecom, Inc. is the number one The happiest customers, employees,
mobile brand in the Philippines and the and shareholders.
purveyor of the Filipino digital lifestyle.
We provide cellular, broadband and mobile
data services by focusing on enriching our
content offerings amid customers growing
Mission
preference for multimedia platforms across We create a wonderful world for people,
multiple screens and devices. businesses, and the nation.
Supported by approximately 6,800
employees; with 1.08 million retailers,
distributors, suppliers, and business
partners nationwide, serving more than 55 values
million customers, we operate one of the
largest, most technologically advanced, and We put our customers first.
robust mobile, fixed line and broadband Our people make the difference.
networks in the country, providing reliable We act with integrity.
communications services to individual We care like an owner.
customers, small and medium-sized We keep things simple.
businesses, and corporate and enterprise To us, its be fast or be last.
clients.
Our principal shareholders are Ayala
Corporation and Singtel, both industry
leaders in their respective countries and
in the region. We are a member of Bridge
Alliance, Asia Pacifics leading mobile
alliance of 36 mobile carriers with a
combined customer base of over 680
million. Globe operates internationally
with presence in over ten countries and 736
roaming partners.
The executive office of Globe is located
at The Globe Tower, 32nd Street corner
7th Avenue, Bonifacio Global City, Taguig,
Metro Manila, Philippines.
6 30
THE DIGITAL filipino beyond compliance
At a glance Governance

8
message from 60
the chairman on continuity
and consistency
Risk
12
message from
the president and ceo 70
keeping the
16 promise of tomorrow
Sustainability
Many worlds, one Globe
Our culture of service
112
22 creating wealth
data as the new currency to share value
Financial Performance
At the heart of Globe
SUBSIDIARIES Conglomerate Map G4.17
JOINT VENTURES
Innove Communications, Inc. Bridge Mobile
Provides fixed line telecommunications and broadband Provides different regional mobile services
services, high-speed internet and private data networks for
enterprise clients, services for internal applications, internet to our customers
protocol-based solutions, and multimedia content delivery (10% ownership)
(100% ownership)
Techglobal Data Center, Inc.
(49% ownership)

G-Xchange, Inc. (GXI)


Provides mobile commerce services under the GCash brand
(100% ownership)

GTI Business Holdings, Inc. (GTI)


Associates
Provides VOIP services AF Payments, Inc.
(100% ownership) A Public-Private Partnership project
GTI Corporation (GTIC US)
Globe Telecom HK Limited (GTHK)
to design, build, and operate the
Globetel Singapore Pte. Ltd. Automated Fare Collection System (AFCS)
Globetel European Limited (20% ownership)
UK Globetel Limited
Globe Mobile' Italy S.r.l. (GMI)
Globetel Internacional European Espaa yondu
Provides internet and mobile value-added services,
Kickstart Ventures, Inc. (Kickstart) information technology, and technical services
Provides aspiring technopreneurs with funds and facilities, including software development and related services
mentorship, and market access needed to build new businesses (49% ownership)
(100% ownership)
Flipside Publishing Services, Inc. (FPSI)
(40% ownership)

Asticom Technology, Inc. Bayan Telecommunications, Inc. (Bayan)


Provides shared services, system integration, Provides data and communications services such as
and information technology services to dedicated domestic and international leased lines, frame
domestic and international markets
(100% ownership)
relay services, Internet access, and other managed data
services like Digital Subscriber Lines (DSL)
Investment in Equity Securities
(99% ownership)
Globe Capital Venture Holdings Inc. (GCVHI) Radio Communications of the Philippines, Inc. (RCPI) (91% ownership) Taodharma
A holding company through which strategic Alarmnet, Inc. (Alarmnet) (100% ownership) Provides the highest level of retail experience to all mobile
businesses and initiatives are to be consolidated Telecoms Infrastructure Corp. of the Philippines (Telicphil) (58% ownership) phone customers and subscribers. An exclusive licensee of
(100% ownership) Sky Internet, Incorporated (Sky Internet) (100% ownership) AllPhones Australia in the Philippines.
Globe Fintech Innovations, Inc. (100% ownership) Globetel Japan, Inc. (BTI - Japan) (100% ownership) (25% ownership)
Global Telehealth, Inc. (50% ownership) BTI Global Communications Ltd. (BTI UK) (100% ownership)
Adspark Holdings (100% ownership) NDTN Land, Inc. (NLI) (65% ownership)
Adspark, Inc.

RECOGNITION
Best Emerging Market Operator Corporate Governance Top 50 Publicly Listed Companies for
18th Annual Telecom Asia Awards ASEAN
Corporate Governance Top 3 Publicity Listed Companies in the
Best Use of Mobile in Emergency or Humanitarian Situations: Philippines
BPI Globe BanKO ASEAN Corporate Governance Awards
20th Global Mobile Awards
Gold Stevie for Best Use of Technology in Customer Service
Silver Stevie for Human Resources Department of the Year- (All Other Industries)
Computer Services & Telecommunications Silver Stevie for Innovation in Customer Service
Silver Stevie for Customer Service Team of the Year- (Telecommunications)
Telecommunications Bronze Stevie for Back-Office Customer Service Team of the
Bronze Stevie for Customer Service Department of the Year- Year (All Other Industries)
All other industries 9th Annual Stevie Awards for Sales & Customer Service
Bronze Stevie for Best New Product or Service of the Year
(Consumer Products): GCash Mastercard Top 5 Best Managed Public Companies
2015 International Business Awards (Stevie Awards) Top 5 Best Investor Relations
Top 3 Most Committed to Paying Good Dividends
Top 5 Publicly Listed Companies in the Philippines Top 3 Best CEO for Ernest Cu
2015 PSE Bell Awards for Excellence in Corporate Governance Top 10 Best Corporate Governance
Finance Asia's 15th edition of Asia's Best Companies

L I F ES T Y L E 4
Ernest Cu (One of the Ten Operators from Asia) Bronze in Advocacy Marketing Single Medium PR Category:
2015 Global Telecoms Business Power 100 Globe #ProjectWonderful
Bronze in Advocacy Marketing Single Medium TV Category:
Renato Jiao: 2015 People Manager of the Year Globe #StopSpam
People Management Association of the Philippines Bronze in Internal Communications Programs Category:
Globe "Give"
Glenn Estrella: Most Promising Category PANAta Awardee in Advocacy Marketing Integrated Program
2015 Asia Pacific Entrepreneurship Awards Category: Globe Project 1Phone
2015 PANAta Marketing Effectiveness Awards
Telecom Service Provider of the Year
Mobile Service Provider of the Year Membership G4.16

Frost & Sullivan Philippines Excellence Awards 2015 1. GSM Association (GSMA)
2. IT and Business Process Association of thePhilippines
Highly commended in Best Consumer Engagement Campaign: (IBPAP)
Project 1Phone 3. Philippine Association of National Advertisers (PANA)
6th Annual Responsible Business Awards 4. Internet and Mobile Marketing Association of the
Philippines (IMMAP)
Bronze Award in Best Crisis Management 5. Philippine Business for the Environment (PBE)
PR Awards 2015 South-East Asia 6. Pollution Control Association of the Philippines, Inc.
(PCAPI)
Silver Award in Crisis or Issues Management Campaign of the 7. Corporate Network for Disaster Response (CNDR)
Year: Neutralizing Fair Use Policy sentiments 8. National Disaster Risk Reduction Management Council
PRWeek Awards Asia 2015 (NDRRMC)

Gold Award in Specialized Annual Report: Combined Annual Reporting parameter G4.18, G4.20, G4.21, G4.28, G4.29,

& Sustainability Report: "Let's Create a Wonderful World" G4.30, G4.33

2015 International Annual Report Competition (ARC) The 2015 Annual & Sustainability report covers data from
Awards January 1, 2015 to December 31, 2015. Select data from
previous year may be included to quantify and show year-on-
Gold Award in Telecommunications' Annual Report: year comparison, if applicable.
"Let's Create a Wonderful World" We have limited the reporting coverage to Globe
Silver Award in Telecommunications' Sustainability Report: Telecom, Inc., Innove Communications, and G-Xchange,
"Let's Create a Wonderful World" Inc. particularly on the environmental, social and governance
League of American Communications Professionals (LACP) aspects. Economic covers operations from Globe Telecom, Inc.
2014 Vision Awards and our subsidiaries with 100% ownership. We have aligned
our sustainability reporting with the Global Reporting Initiative
Gold Award in Advocacy category: Project Rainbow (GRI) G4 framework since 2013. Our report has undergone
Silver Award in Advocacy category: Project 1Phone third party external assurance conducted by DNV-GL.
Bronze Award in Advocacy category: Project Greatness
9th Asia-Pacific Tambuli Awards

National Winner for Large Non-Agri-Based Category


Landbank's Gawad KAAGAPAY (Korporasyon na Kaagapay
sa Ating Ganap na Tagumpay)

LIFESTYLE 5
the digital filipino 1

117% MOBILE
PENETRATION
119.21m
4% YoY mobile 47% Uses mobile
broadband
connection

subscribers

95% Prepaid
74% unique
mobile
users

5% Postpaid
29% active
e-Commerce
users

subscription
type 18% active
m-Commerce
shoppers
500

47m filipinos
are social media users
THE AVERAGE Time
SPENT daily online
5.12 hrs 3.14 hrs
67% on facebook is
below 30 yrs old
desktop users mobile users

top 5 mobile activities 46% OF FILIPINOS


GO ONLINE DAILY
33% usemessengers
mobile
26% watch
videos

25% useservices
map
23% play
21% usebanking
mobile
games
3.42 hrs/DAY
IS SPENT on social media

Data on page 6 are lifted from We Are Social's Digital in 2016 Report
1

OpenSignal.com and OpenSignal State of LTE Report dated September 2015


2

Result from survey conducted by Towers Watson


3
this is how
With a steady growth in subscribers, Globe has innovated
its products and services to fulfill the needs of customers.
globe enables
In 2015, we revolutionized the way the Filipino connects to
the world. the filipino
digital lifestyle
4g/lte speeds based on network rank2
Network Overall Signal Download Upload Ping Reliability
9.08Mbps 7.24Mbps 81ms 95.39%

28,336
base stations
over 18,300 4G
(including HSPA+,
WiMAX, and LTE)
base stations 6,864 nationwide globe employees

ebitda Consolidated service revenue ENGAGEMENT SCORE3


P 45.8b 17%
113.7b
89%
YoY Philippine HP Norm
Global Telecom Comp
Global HP Norm
Ayala Norm
service revenue
mobile broadband fixed TOTAL CUSTOMER PROFILE ( 2pts in 2014) 99% response rate
data line data
55% 38% 40%
YoY YoY YoY 2.401m postpaid
50.532M prepaid 120% 2,342 employee
volunteers
REACHED:
core niat increase IN
4% 4.318m Broadband training hours
15.1B
58 schools 40 ngos
YoY per headcount 4 govT.
16 lgus agencies

20 GLobal
Filipino Schools
25 startup companies
124,572 kg of eWaste recycled,
56% from 2014 Benefitting generating
574 jobs
32,000 Students
trained 781
Teachers

Around Around

1.75 m 1,000
Enabled communities to generate

951 P 12.7m
successful
health-related
consultations
customers in Paperless Billing sites with green solution through konsultamd in revenue

25%
blocked
c02 reduction from
generators in 2015 26.1m scam/spam
messages
disconnected around 21,000 mobile numbers
Message from the ChairmanG4.1

I
am pleased to report that 2015 based data-driven growth across its key
proved to be another record year services and was also helped, in part,
for Globe Telecom as it lived by the consolidation of Bayan in the
up to its mission of creating a second half of the year. By focusing on
connected world with its strongest improving the customer experience and
year ever. The company surpassed its by riding with the shift toward greater
previous years record performance, data consumption across all segments,
posting new highs in service revenues, Globe has solidified its leadership in
EBITDA, and earnings. In the face the digital space, proving to be the data
of intense industry competition, the provider of choice for Filipinos digital
company once again registered broad- lifestyles.
2015 Philippine Economic Performance services. Also, the @home broadband segment represents a
Our impressive results were buoyed by the robust Philippine key growth driver going forward as more households require
economy. The Philippines' gross domestic product (GDP) grew broadband connectivity for education, social media, and
by 5.8% in 2015, which remained one of the highest among entertainment-related content.
Asian economies. This result also gave the country a six-year As the battleground shifts into data services, competition
average real GDP growth of 6.2%, the highest since the late in the telecommunications sector remained intense as the
seventies. Fourth quarter GDP expanded at the fastest pace for incumbent aimed to protect its declining overall revenue
the year at 6.3% year-on-year, with private consumption and and subscriber market shares. Mobile penetration rose to
investment growing at sustained high rates and government an estimated 115% by the end of the year, with nearly 118
construction accelerating. million industry subscribers. The incidence of multi-SIMming
Moreover, the countrys solid economic performance was remained high, as customers kept extra SIMs handy due to
once again sustained by consumer spending, on the back of the high interconnect costs of voice and SMS, enticing data
US$25.8 billion of remittances from overseas Filipinos, or 6.2% offers from both the incumbent and Globe, and the increased
higher than 2014, and the continued growth of the business availability and affordability of tablet and portable WiFi devices.
process outsourcing (BPO) sector, which generated US$21.3
billion in 2015, up 16% from 2014, and the tourism sector, Continued Commitment to Shareholder Value
which enjoyed a record 5.4 million visitors, surpassing the Globe remains fully committed to creating shareholder value,
5-million mark for the first time and generating an estimated paying out a total of P11.6 billion in dividends in 2015, which
US$5 billion of international visitor receipts, not to mention was 11% higher than 2014. This represents approximately
more employment and livelihood opportunities for Filipinos. 76% of 2014 core net income and is in line with the companys
These various indicators bode well for the telecommunications policy of distributing dividends equivalent to 75% to 90% of
sector, in both the consumer and enterprise segments of our prior years core net income. Also, this translated to a 4.7%
business. dividend yield, which remained competitive versus the yields of
government securities and other Philippine listed companies.
2015 Industry Growth and Competitive Dynamics Coupled with the increase in share price for the year of 5.8%1,
Similar to last year, growth in the telecommunications sector total shareholder return in 2015 was 10.5%.
lagged relative to GDP growth with 3.9% in 2015, as the
mobile segment, which accounts for 62% of overall industry Setting the Pace for Best Practices in the Telecom Sector
revenues, continued to re-balance given the shift in traffic from toward a Sustainable Future
the core voice and SMS services to data. However, industry With the Philippines already feeling the effects of climate
prospects remain bright with the focus on the monetization of change, such as the devastation to life and property caused
the growing data traffic, the increasing smartphone penetration, by typhoons Ondoy and Hayan, among others, the company
and the Filipino fondness for social networking and data recognizes the importance of institutionalizing sustainability

L I F ES T Y L E 10
practices as part of its business strategy and operations. As a experience. I also thank our business partners for their support,
socially responsible business, Globe has introduced innovations our subscribers for their loyal patronage, and our fellow
that are sustainable and which help reduce its carbon footprint. shareholders for their trust and confidence in Globe and our
Guided by the 17 Sustainable Development Goals of the ability to continue to build and create value in the years ahead.
United Nations, the company initially identified four areas On behalf of the other board members of Globe, I also
to focus on, namely: Care for the Environment; Care for take this opportunity to welcome Mr. Teodoro Limcaoco
our People; Positive Societal Impact; and, Enabling a Digital who will take over from Mr. Gerardo Ablaza as one of Ayalas
Nation. representatives on the board. I am certain Mr. Limcaocos
Because of the companys large business footprint, Globe expertise and experience will contribute significantly to the
recognizes its responsibility to mitigate the effects of climate governance and management of our company. I would also like
change. Investing in a low carbon future builds on the to acknowledge the significant contributions of Mr. Ablaza who,
foundation of the companys social license to operate. Examples during his important tenure as CEO of Globe Telecom, built
of Globe Telecoms initiatives for its cell sites include the use it into one of the regions most dynamic telecom companies.
of solar energy as back-up energy and the use of deep cycle We thank him for his 19 years of contribution to the company
fuel cell batteries with lower emissions, which help reduce across managerial and governance responsibilities. I wish him
carbon dioxide emissions. Also, over the last five years, Globe continued success as the CEO of Manila Water and as part of
has remained committed to planting indigenous trees and Ayalas senior management team.
preserving mangroves covering over 15,000 hectares that offset
more than 700,000 kilograms of greenhouse gases. Globe
Telecoms Project 1Phone addresses proper e-waste disposal
by collecting old phones from customers for proper e-waste
recovery and recycling. Lastly, the Globe Tower head office is a
testament to the companys commitment to sustainability. As
a Silver LEED-certified building, the office design harnesses
natural sunlight for efficient lighting, has an efficient gray water
collection system, and is working toward a paperless office setup
through several Google Apps for Work solutions.
In closing, I thank our Board of Directors, the management
team, and employees for their tireless efforts and contributions
this past year. Our board members remained engaged across a
variety of governance committees throughout the year and our
employee and executive teams work tirelessly to improve on our Jaime Augusto Zobel de Ayala,
standards to innovate and to continuously improve customer Chairman

1
Based on Globe closing share price of P1,852 (12/29/15)

LIFESTYLE 11
Message from the PRESIDENT AND CEO G4.1

G
lobe once again produced EBITDA also registered a record high,
a banner year in 2015 as reaching 45.8 billion in 2015, up a strong
business momentum continued. 17% year-on-year. Net income likewise
Consolidated service revenues topped the posted an all-time high of P16.5 billion,
P100 billion mark for the first time in the a 23% increase from the P13.4 billion
companys history, reaching a new record last year. This was mainly driven by the
of P113.7 billion, up a robust 15% from 9% EBITDA growth and non-recurring
the previous years P99 billion, outpacing gains related to two transactions executed
the industrys growth in 2015. The in 2015the sale of a 51% stake in
strong revenue performance was driven Yondu, Inc. (Yondu) to Xurpas, Inc. and
by broad-based growth, particularly the acquisition of 98.6% equity stake
the data-related product segments, and in Bayan. Lastly, consistent with the
complemented by the consolidation commitment to shareholder value, our
of Bayan Telecommunications, Inc. Board of Directors declared dividends
(Bayan) in the second half of 2015. Even in 2015 amounting to P83 per common
excluding the second semester results share, a robust increase of 11% year-on-
of Bayan, consolidated service revenues year from the P75 dividend declared in
would have still improved by a solid 2014.
12%. On the back of record revenues,
Broad-based, Data-driven Revenue Growth Marked by promotions, and other related services across multiple devices
Outperformance in Mobile and affirms the relationship of Globe with Disney whose
The 15% growth in revenues remained broad-based across all brands include Disney, Pixar, Marvel, Star Wars, and the global
businesses spurred by the demand for data. Total data-related leader in short-form video, Maker Studios. As an initial salvo,
revenues accounted for 42% of consolidated services in 2015, as coinciding with the premier of the highly anticipated and
compared to only 33% in 2014. muchawaited seventh installment of the Star Wars film series,
Mobile revenues were up 9% to P85 billion from the Star Wars: The Force Awakens, the company launched a series
P78 billion recorded a year ago with mobile subscribers of memorable Star Wars events in the country last December.
improving 20% year-on-year to 52.9 million. We again We likewise expanded our partnership with Google by
dominated the postpaid segment with revenues up a solid 7% offering Chromecast, which allows media streaming from
year-on-year to P31.9 billion from P29.9 billion in 2014 and data-capable devices onto audio or video devices such as high
now contributes 38% of mobile revenues. It is worth noting definition TVs or home audio systems via WiFi. It is also
that our dominance in postpaid has led to gains in the prepaid important to mention that our partner HOOQ, a Singtel joint
segment as well. Notwithstanding the high mobile penetration venture which was the first in Asia to offer video-on-demand
and multi-SIM incidence in the market, we have outperformed service, recently won in the GSMA GLOMO Awards as the
the industry with double digit growths both in terms of prepaid Best Mobile App for TV or Film Video Content, besting similar
revenues and prepaid subscribers. Prepaid revenues grew to product offerings of other global telcos.
P53.1 billion in 2015, up a solid 10% on the back of a 21% We also opened our first twostory Generation 3 (GEN3)
increase in prepaid subscribers and ending the year with Store in Greenbelt in August, extending GEN3s world-class
50.5 million prepaid subscribers. As of the fourth quarter of retail experience to more subscribers. The Globe GEN3 stores
2015, we are now the number 1 brand in terms of revenues for are home to various lifestyle zones with stories and exciting
both the postpaid and prepaid segments. features for customers to experience and enjoy. These zones
Mobile data services again proved to be a key catalyst for feature latest trends in product, people, and even in business.
mobile revenue growth, reaching P22.1 billion in 2015, a 55% Various lifestyle vignettes illustrate mobile and broadband
increase against the P14.3 billion in 2014. With smartphone technologies as connected solutionsfeaturing the latest
penetration in our network reaching over 40%, our continued devices, apps, digital connectors, gadgets and services that
efforts to seed mobile adoption through market-relevant offers contribute to the total interactive customer experience.
and the growth of our nomadic broadband subscriber base, total Complementing the suite of digital lifestyle products
wireless data traffic surged by 82% year-on-year. Broadband and services that we offer, we further enhanced the customer
service revenues, following the increasing demand for internet experience by continuously developing our network ahead of
and data connectivity, reached P17.5 billion, 38% higher than the anticipated growth in data traffic. Our foresight in changing
P12.7 billion in 2014. Meanwhile, fixed line data services out our legacy network and back-office system to a now-
reached P7.7 billion in 2015, a 40% increase from 2014, driven modernized data-ready network and integrated business support
by rising demand for corporate connectivity, managed service system proved to be the right move. As of end-December
solutions and cloud-based services. 2015, we have a total of 28,336 base stations, with over 18,300
These trends are indicative of the prevalence of data-enabled for 4G to support the service requirements of our customers.
applications in our subscribers digital lifestyles. Last March 2015, we also partnered with Huawei to deliver
Consistent with our thrust of pursuing collaborative SingleSON or Self Optimizing Network technology, allowing
partnerships with global giants in the world of content, we automatic diagnosis and optimization of the Globe network, to
announced our partnership with Walt Disney Southeast Asia continuously provide seamless customer experience. Globe is
last May to offer a complete suite of entertainment experiences the first telco in the world to deploy the SingleSON technology.
to our customers. The collaboration aims to give Filipino And last November, this partnership was further strengthened
customers access to video-on-demand, interactive content, by a five-year deal that aims to expand and enhance the mobile
network and create a mobile innovation center.

L I F ES T Y L E 14
Acquisition of 98.6% of Bayan and Sale of 51% of Yondu As we continue to work together in transforming our
The year 2015 also marked the completion of our acquisition culture, measurement of employee engagement continues
of Bayan. We completed in July 2015 the acquisition of 98.6% to evolve as well. Moving beyond employee satisfaction, we
equity stake in Bayan through a combination of conversion of look for engaged, enabled, and energized employees to deliver
debt into equity and the acquisition of existing shares previously their best performance, and sustain it over time. In the recent
held by the Lopez Group. Our acquisition of control in Bayan employee engagement survey conducted by Towers Watson,
likewise allowed it to exit rehabilitation last November 2015, we registered a Sustainable Engagement Score of 89%, higher
which in turn will enable Globe and Bayan to further realize than the overall engagement scores of 84% from global high
synergies for both companies. Bayan likewise provides us access performance norm, 82% from global telco norm, and 85%
to its fixed line voice, broadband, and fixed line data customers from Philippine national norm.
for potential up-sell and cross-sell of Globe services. Apart from the fruits delivered by employee engagement in
In September 2015, we also solidified our partnership terms of customer service, we have likewise received recognition
with Xurpas through the sale of 51% of Yondu, consistent from various groups in line with our thrust in employee
with our track record of partnering with leading companies in engagement. We won the Silver Stevie award for the Human
the internet and digital space. Apart from enabling Yondu to Resource Department for the year for the telecommunications
transform into a regional arm for digital content distribution category while our Chief Human Resource Officer,
and other technology-driven services, the sale also allowed Mr. Renato Jiao, also bagged the 2015 People Manager of the
Globe to partially realize the significant increase in the value of Year for Globe in the recent People Management Association
Yondu. of the Philippines awards. These are only a few of the several
These two transactions resulted in one-time gains, which international and domestic awards that we received in 2015
boosted net income in 2015. The net gain resulting from including the telco service provider of the year, corporate
these two transactions amounted to over P1.6 billion in non- governance awards, customer service awards, and new products
recurring income, coming from fair value adjustments and and innovations awards.
recognized gains on the sale. Adjusting for the said one-time
income, our normalized net income would have been Conclusion
P14.8 billion, still a robust 11% improvement against the The record-breaking performance, the increasing number of
reported net income of P13.4 billion in 2014. Core net partnerships, the growing investment in network development
income, which adjusts for non-recurring items as well as foreign and the high employee engagement scorethese are all
exchange and mark-to-market items, grew by 4% year-on-year testament to our commitment to create shared value to all our
to P15.1 billion from the P14.5 billion the previous year. stakeholders. We are confident that we will continue to be an
aggressive industry challenger moving forward, sustain the
Culture of Sustainability Driven by an Engaged Workforce growth momentum, and create a wonderful world.
We remain committed to our philosophy of Circle of
Happiness, where engaged employees result in delighted
customers and happy stakeholders. In this light, we continue to
invest in our people. Last October, Globe University officially
opened its doors to all our 6,800-plus employees. With the
largest classroom capable of sitting 200 participants, the Globe
University program serves as a platform in which employees
can take different courses on sales and marketing, technical,
professional development, and leadership to further hone their
respective skills and improve the service to our customers.
Ernest Cu
President & CEO

LIFESTYLE 15
many worlds, one globe
Our culture of service
Our Culture of Service

A
ccording to Gartnera leading information EXPANDING OUR CULTURE OF SERVICE
technology research and advisory In 2015, we extended our Circle of Happiness to include our
companybusinesses will redirect 50% of their partners, beginning with our frontliners. They are, after all,
consumer product investments to customer experience our customers' first contact with Globe whether as a store
innovations by 2017. Those that provide the best customer personnel, customer service representative, over the hotline, or a
experience win. social media agent on Twitter.
It is the reason that we are making a massive shift towards We spent a considerable amount of time and resources to
becoming a company that gives our customers the delightful uplift our service education through leadership immersions, and
experience they deserve. roll out culture-building programs and initiatives borne out of
The shift started in 2013 and went full scale in 2014 our strong partnership with our vendor partners. Our goal is to
when we embarked on a customer experience transformation make our customers feel the Globe brand of service that aspires
program called Delivering the Next Act (DNA). In 2015, we to show each customer genuine care.
expanded this to further embed the culture of service in every This year, we improved our Up Your Service (UYS)
Globe employee, including all frontliners. In this program, we curriculum, and expanding this beyond classrooms towards
further empowered our customers in resolving their concerns a more experiential learning. From on-boarding to refresher
through our own 150,000-strong Globe Community. More classes, this change has created a more effective shift in every
importantly, we began to strengthen partnerships and embed participants mindset when it comes to service. Over 8,000 of
our service culture to our vendor partners. This enabled us to our employees and partners undertook this program during the
combine our expertise in our respective areas and come up year.
with improvements that spelled the difference in customer
experience.

L I F ES T Y L E 18
"Today, everything centers around
UP YOUR SERVICE technology. But we dont just develop
PARTICIPANTS products. We bear in mind that at the heart
of each transaction is the customer. Never
over
4,000 Customer Service
Representative
Representatives (Hotline
(Hotline&and
Credit & &Billing)
Credit Billing)
forget the customer."
Rebecca Eclipse, Globe Chief Customer
over
3,500 Globe stores frontliners Experience Officer

over
1,500 Broadband installers known digital companies, and the last one focused on our own
GEN3 stores to improve our customers digital experience. In
all, we were able to train over 150 executives and helped them
become much more connected with our customers.
Our immersion program for our executives, iServe, also To bring the Globe experience closer to our partners, we
went through an expansion in 2015. We began offering three provided kits containing our products and services, staged
immersion tracks that are customized to each executives role. interactive booths, and introduced learning sessions on service
One track was designed to give participants the experience of culture. These gave our frontliners a taste of the Globe portfolio
being a customer, another looked into the best practices of well- of digital lifestyle offerings.
In addition, we have extended the Customer First Circle
(CFC) program to our partners to find ways on improving the
quality of customer experience. In 2015, more than 40 joint
project ideas were submitted in collaboration with our contact
center partners.
Our internal feedback mechanism, Internal Customer
Satisfaction Survey (iCSAT), involved our vendors for the first
time to strengthen our partnership. In 2015, seven companies
participated in the survey across 13 different contact center
sites. It also resulted in better communication and collaboration
among groups within and outside our organization, leading
to more clarity in their respective roles and significant
improvements in our processes.

LIFESTYLE 19
ONGOING COMMITMENT TO "The strategy for telcos is the same for almost
EXCEPTIoNAL SERVICE G4-PR5 everyone. It comes down to really delivering
While we expand the culture of service to include our partners,
we enhance our self-service channels at the same time to
what the customer needs on the ground, doing
empower our customers to access up-to-date information and what we said we will do. The sector is evolving,
perform real-time transactions.
and Globe is always trying to improve its own
execution to be able to offer our customers a
mix of service touchpoints wonderful experience."
Mark Chong Chin Kok, Globe Board Director and
Singtel International CEO
Globe Stores

To provide them exceptional service, we have also revisited


@talk2globe our existing customer survey models and improved the
constructs in response to the shift of our customers digital
behavior and increasing relevance of mobile data. This
facebook.com/globeph
includes our introduction of a real-time customer survey across
multiple touchpoints. It works by requesting feedback from
HELP to 1234 our customers via voice of SMS right after each transaction at
our stores, hotline, self-service channels, or with our service
technicians. This gives us an opportunity to address issues
Mobile 211; Landline 7301000; Sales 7301010 immediately and regain customer trust. We have also adopted
the internationally recognized Net Promoters Score (NPS)

*143#

community.globe.com.ph/ globe 2015 nps from contact centers1

globe.com.ph/help
17%
chat.globe.com.ph/

global benchmark nps2


GServices in iOS and Android
cellular phone servicei nternet service

accounts.globe.com.ph/login
21% -3%
1
Data is as of second half of 2015
2
Satmetrix 2015 Average Net Promoter Scores for US consumer sectors
accounts-business.globe.com.ph

L I F ES T Y L E 20
to track how likely our customers would recommend our "Two journeys were taken by the
service to others. In return, this produces a clear measure of organization to stay ahead: one was to
our performance through our customers' eyes. This year, we
received a 17% NPS score from customers who called our
become more agile, quicker than the
contact centers, a little below the average NPS benchmarking market, and more efficient in serving
against the US customer sector. We have also strengthened the its customers. But to forge ahead and to
survey by measuring feedback from stores, self-service and field
operators in the later part of this year as we aim to continuously
maintain the lead, it embarked on the
look into improvements in our channels. We shall be able to second journey towards innovation."
disclose a full year report in 2016. Gil Genio, Globe Chief Technology and
The bigger role that vendors play in ensuring customer
satisfaction means that we now have a Circle of Happiness Information Officer
that involves themwhere having happy Ka-Globe results in
delighted customers.

BUILDING RELATIONSHIPs
Aside from strengthening our relationship with our partners, we
also understand the importance of taking a proactive approach
in communicating with our customers. Public advisory on
network upgrades and system enhancements, among others,
are communicated to our customers via SMS or our various
self-service channels so they will be fully aware of the situation.
Service downtimes, including the Papal Visit in 2015, saw
Globe reaching out to them with honest and transparent
communication. We send out messages to our customers in case
there are expected downtimes and update them on issues they
encounter.
Throughout the year and moving forward, we continue to
celebrate special occasions and milestones with our customers
to show we are here to care for them throughout their journey
with us.

LIFESTYLE 21
data as the new currency
At the heart of Globe
at the heart of globe

T
oday we are seeing a massive shift in the way data users also grew by 126% versus 2014, while data
people communicate and consume media. traffic saw an increase of 89%. Broadband and fixed
Their transition to a digital lifestyle has led to line data service revenue went up as well by 38% and
an increased demand for mobile data and data services 40% from previous year, respectively.
as they use data-driven products and applications. SMS As the country's leading mobile brand, we
is quickly being replaced by online messaging services, understand our role in enabling consumers live happier,
and although demand for traditional voice calls remains more productive, and more meaningful lives. We create
strong, it won't be long before data calls may well moments that let them live their passions. We explore
overtake the service. technologies that equip them with all the tools they
The proof is in the numbers. In 2015, we saw a rise need in order to face the next wave of change that the
in our mobile browsing and other data revenues by future will bring.
55% which reached P22.1 billion compared to P14.3
billion in the previous year. Our number of mobile

L I F ES T Y L E 24
Customers can further boost their plan by availing
Transforming the Digital Lifestyle G4.4 of Surf Packs ranging from GoSURF 99 for 100 MB of
Responding to the shift in the lifestyle of our mobile internet to GoSURF 2499, which has a 15 GB
customers, we provide them with a different and data allowance. These come with exclusive access to
personalized content experience. Starting from our Spotify, Wattpad, and/or PisoMall.
customizable postpaid plan, myLifestyle Plan, call and Our flagship consumable mobile data plan GoSURF
SMS to Globe and TM numbers are now built-in as has changed the mobile browsing experience in the
a basic service plus free 1 GB Globe Cloud Storage country by offering our customers with free access to
for 24 months, one month subscription to our gadget a suite of music, social networking, and entertainment
protection program Gadget Care, and a host of lifestyle content aside from giving them more megabytes (MB)
packs that customers can choose from for a base service of data for longer mobile browsing.
fee of P499. Global brands such as Google, Facebook, Viber,
Spotify, NBA, HOOQ, and e-commerce sites such as
Lazada and Zalora have also partnered with Globe in
"The surge in mobile data services was spurred by the Philippines as we continue to enrich the customer
experience.
the impact of our data adoption strategies from Through our other Lifestyle Packs, we offer more
Free Facebook and Free Viber campaigns, as well options to our customers. The Spotify pack offers free
as the growing smartphone and mobile browsing access to Spotify Premium; HOOQ provides access
to watch videos up to 2 GB consumable data; Work
adoption among Globe customers. This also reflects bundles Evernote, Gmail, Yahoo Mail, and Globe
on the phenomenal growth of our mobile data Cloud; the Shopping Bundle gives access to Amazon,
business, which in turn secures our position as the AyosDito, eBay, OLX, and Zalora; and the Social
Bundle combines chat apps like Viber, photo apps like
purveyor of the Filipino digital lifestyle." Instagram, and provides standalone access to Facebook
Dan Horan, Globe Senior Advisor and Twitter, among others. There are also Classic Packs
where customers can get extra call and text allowances
for Consumer Business
to other networks, as well as landline and international
services.
The plan comes with three lifestyle pack All promotional packs can be availed on top of
choicesNavigation, Explore, and Fitness. The the basic P499 plan, the total cost of which will be
Navigation pack lets customers use Google Maps, the customers monthly service fee (MSF). They can
Grab, the MMDA app, and Waze for free. Agoda, Cebu avail of a free device or gadget depending on their
Pacific, Looloo, Philippine Airlines, Trip Advisor, and MSF. Alternatively, they can add P99 to their base
Zomato can be accessed for free with the Explore pack. plan, which lets them choose a free smartphone from
Finally, the Fitness pack comes with free myFitness Pal, CloudFone, Huawei, Lenovo, Samsung, or Microsoft
Strava, and RunKeeper. Lumia.

LIFESTYLE 25
Filipinos love to watch video content. That is why
in 2015, we further boosted video content consumption
and accessibility on mobile devices by offering our
customers with affordable online video bundles through
our partnership with YouTube and Dailymotion.
We have also revolutionized the local entertainment
experience in the country by bringing Chromecast to
the Philippines. This offers our customers a new way to
stream their favorite entertainment content at home by
integrating their viewing experience from mobile to the
TV screen through the Internet.
Through our partnership with The Walt Disney
Company Southeast Asia, Filipinos can now enjoy
Disney, Pixar, Marvel, Star Wars, and Maker content
via video-on-demand, interactive content, and exclusive
theatrical promotions on mobile and broadband.
It was also the year for the gaming community as we
gave our prepaid customers free access, bundled with a
data offer, to their favorite mobile games like Clash of
Clans, Candy Crush Saga, and Hayday, among others.
The device landscape has also changed as we
partnered with device manufacturers Oppo and Cherry
Mobile to support the thrust of providing mobile data
access to more cost-conscious consumers. Now more Even media engagements and product launches has
customers have the opportunity to own high-quality been transformed into a whole new experience. For
mobile phones coupled with the Globe prepaid service two years, weve moved beyond the traditional press
at an affordable package. conferences to a quarterly interactive and experiential
Tourists coming to the Philippines and overseas activity known as Wonderful World with Globe,
Filipino workers (OFWs) returning to the country bringing to life our partnership with traditional media,
enjoyed our wide coverage nationwide through our bloggers, and the digital community.
partnership with the Department of Tourism (DOT)
as the Tourism Promotions Board's (TPB) first Retail as the Lifestyle Hub G4.4

Philippine telecommunications partner. Through this At Globe, we give our customers many ways to live
collaboration, the TPB gave its Visit the Philippines the life that lets them create a wonderful world. That
Year 2015 campaign a boost by offering our Globe includes the expansion of our Globe GEN3 Stores,
Traveler SIM for free. Travelers and OFWs were able to which changed the seemingly transactional mobile
receive calls and texts from abroad for free, and enjoy retail landscape into a hub that not only features the
special rates during their stay. latest Globe offerings but also an interactive space for

L I F ES T Y L E 26
"With GEN3, we are able to interact with newest consumer technologies, including motion
and provide better service to our customers. sensor screens and augmented reality applications that
continue to delight and surprise any customer that sets
We ensure that we have maximized every foot in the store.
corner of this new store to give everyone At the heart of this transformation is customer
who walks in a chance to discover and experience. Globe has innovated the digital queuing
system where we take the customers name and photo
learn something new every time." instead of giving them a queue number. Using our
Joe Caliro, Globe Head of Stores and Retail Globe Experience Manager (GEM) tool, frontliners can
Transformation Management

customers to be fully immersed in the different facets


of digital lifestyle. As part of our corporate objective,
we are set to develop and launch more of these stores
to bring the wonderful experience of Globe to more
Filipinos in 2016.
In 2015, we transformed five new GEN3 Stores in
Cebu, Greenbelt 4, SM Megamall, SM Seaside and in
Cabanatuan, our first Globe Micro-store. 2015 ended
with 236 Globe-owned and Premium Dealer store to
cater to the needs of our customers.
Instead of the usual device displays and payment
queues, our store features four major lifestyle zones
Music, Entertainment, Life, and Productivity
highlighting our offers with global content partners.
These include big names such as Spotify for Music;
Disney, NBA, Google Chromecast, and HOOQ for
Entertainment; Google for Productivity; and Facebook
and Viber for Social. then identify customers through their photos. Also, the
Our stores also offer digital connectors to further queue board no longer indicates customer numbers but
complement their Globe lifestyle experience. These rather their names for a personalized touch. They no
include top-of-the-line speakers that let them listen longer need to be held inside the store while waiting
to their favorite music in high-fidelity, power banks because an SMS will be sent to notify them when it is
that make sure their devices continue to stay powered almost their turn to speak with a Store Specialist.
throughout the day, and wearable technology like
GPS watches that help keep track of their location
wherever they are in the world. It also showcases the

LIFESTYLE 27
Self-service stations empower customers to do language search engine, similar to that of Google.
store transactions on their own. Bills payment and Utilizing our partnership with Google Apps for Work,
account management are made available online so Store Specialists Google Mail and Hangouts are also
that customers can skip the queue and finish their accessible via the Store Customer Management System,
transactions faster. A Video Hotline connects customers making in-store and inter-store communications faster.
face-to-face to a Globe customer service representative Designed by Tim Kobethe same designer who
based in a different location. worked on the iconic Apple Store in New York
Transactions are also made easy via the Plan our GEN3 Stores have received numerous accolades
Builder, enabling frontliners to provide the best plan for their hip and innovative design. These include
for customers. Through our Knowledge Management the Most Innovative Store Design in the 2015 SM
System (KMS) Touchan extension of the Globe Partners Awards and 1st Runner-Up for Best Customer
enterprise-wide KMSfrontliners are provided quick Experience Award from the Customer Experience Asia
access to product information, processes, policies, Awards 2015.
and other important details that empower them to However, our biggest and most exciting activation
serve customers better. With a sleek tablet interface, it this year was when we awakened the Force in our
makes searching for content easier by using a natural- GEN3 Stores through our partnership with Disney.
We ramped up the Star Wars fever by several notches
with exclusive licensed Star Wars items and premium
collectible accessories. Plus, we set up a working Star
Wars: Battle Pod arcade console at the Greenbelt store
in August so that customers of all ages could catch
a piece of the action from the epic movie series. We
also introduced the BB-8 Droid by Sphero as part of
the digital connectors line-up, completing the full
experience made for every fan of the franchise.
Transforming our customers' retail experience
doesn't end when they leave our Globe Stores. We
revamped the Globe Online Shop where customers can
get immediate access to exclusive promos, the latest
devices, and exciting freebies. Our online exclusives let
them grab offers on select phones and rewards such as
Spotify Premium codes and free access to NBA League
Pass. Plus, a comprehensive checkout system allows
users to order devices and submit their application
requirements more conveniently, so they no longer
need to wait in line.

L I F ES T Y L E 28
At Globe, we also provide opportunities for our
customers to contribute to social good. Through a store
initiative, we gave a portion of the proceeds of the sale
of our digital connectors to the scholars of Casa San
Miguel's community arts program. For more than 20
years, Casa San Miguel has honed the musical talent
of over 500 talented yet underprivileged children,
many of whom have gone on to become scholars in
the country's most prestigious music schools, the UST
Conservatory of Music and the UP College of Music.
In addition, we bought 10,000 ecobags worth
P1 million from our social enterprise partner Custom
Made Crafts (CMC) during the Christmas season.
These bags were used in our GEN3 Stores Christmas
bundle in place of the regular paper bags. CMC
is a creative social enterprise that does fair trade
and helps market products from indigenous and
rural communities to contemporary customers. By
Our partnership with AllPhonesa multi-brand supporting CMC's cause, we also supported the
mobile retail chain with 63 outlets nationwide communities that created the ecobags, giving for a
remained strong in 2015. It serves as the go-to retail brighter and more prosperous holiday for everyone.
store for mobile devices, broadband products with Having seen the behavior of mobile consumers shift
value-for-money deals, and flexible device bundles. to data usage, we know that the use of technology to
Every new postpaid customer receives P8,500 worth address the needs of our customers will never stop
of shopping money for Plan 999 and P4,000 for those evolving. We continue to work hard in ensuring that
under Plan 599. In addition, the AllPhones Shopping no matter how the world changes in the coming years,
Money has enhanced the shopping experience for Globe will continue to lead the transformation of retail
mobile devices as it allows customers to purchase an servicing and content offerings for the industry.
assortment of digital connectors such as speakers,
headphones, or power banks at AllPhones stores to
mix and match with their mobile devices. AllPhones
Philippines continues to expand its operations
nationwide to serve more customers, and aims to have
more than 100 outlets next year.

LIFESTYLE 29
beyond compliance
Governance
governance

O
ur efforts to strengthen our corporate governance of Asia's Best Companies. Notwithstanding our multiple awards
culture and investor relations initiatives reaped in corporate governance, we realize our strategic influence in
three awards in 2015. We were among the top the capital market and use this as motivation to improve and
three publicly listed companies in the Philippines awarded intensify our corporate governance standards and practices to
by the ASEAN Capital Markets Forum (ACMF) during the sustain quality service for our customers and stakeholders.
ASEAN Corporate Governance Awards and was recognized The impact of global conditions and challenges further
as one of the top 50 publicly listed companies in the ASEAN underscores the need to uphold our high standards of corporate
region based on our performance in the ASEAN Corporate governance to strengthen our structures and processes. As
Governance Scorecard (ACGS) for 2015. Besting other strong advocates of fairness, accountability, transparency, and
listed local companies in the country, we also bagged the Bell integrity in all aspects of the business, our Board of Directors,
Awards for Corporate Governance for the second time from management, officers, and employees commit themselves to
the Philippine Stock Exchange (PSE), in recognition of our the principles and best practices of corporate governance in the
commitment in upholding the principles and best practices of attainment of our corporate goals and strategic direction.
corporate governance. Even Finance Asia took notice of our Our corporate governance practices are principally
efforts in strengthening our corporate governance practices. We contained in our Articles of Incorporation and By-Laws,
were among the Top 10 publicly listed companies with Best complemented by the Manual of Corporate Governance,
Corporate Governance Practices in Finance Asia's 15th Edition

L I F ES T Y L E 32
company policies, committee charters, and our Code of embedded in our culture. We recognize that good governance
Conduct and Ethics. We are likewise in full compliance with standards must be present outside and inside the company. As
the Code of Corporate Governance, all listings and disclosure such, we extended our reach to our internal stakeholders to
rules of the PSE, and regulations issued by the Securities and promote awareness and share internal expertise through the
Exchange Commission (SEC) for which an annual Certification Attorney At Iba Pa (AttyATBP) last October. The Corporate
of Compliance is issued and posted on our corporate website and Legal Services Group (CLSG) held its very first AttyATBP
and included in this report. We also adopted the ACGS to at The Globe Tower office activity area, an initiative that extends
raise corporate governance standards and practices. As such, corporate and legal services out of the day-to-day contracts and
we restructured our corporate website to enhance investor- reports into contributing to the practical needs of employees.
friendliness and the convenient access of information relevant AttyATBP was a whole-day event that hosted promotion of
to stockholders and our various stakeholders. The corporate various regulatory and government services, plenary discussions,
website contains comprehensive information about our and actual legal consultation, open to all Globe employees.
business, products and services, disclosures and reports, The discussions included expert speakers who talked about
corporate governance scorecard and report, press releases and Data Privacy Law, Cybercrime and the Power of Social Media,
an archive thereof, as well as our corporate policies, charters Cyber Rights, and Election Law. Donations collected from
and manuals, vision, mission, core values, investor relations the event were also given to the Save the Children Foundation
program, sustainability, and corporate social responsibility Philippines for the victims of Typhoon Yolanda. We aim to
activities, among others. We ensure that all information continue these types of initiatives as we further nourish our
included in the corporate website is accurate and up-to-date. corporate governance-proactive culture.
Our Articles of Incorporation and By-Laws maintain the
basic structure of corporate governance while the Manual
for Corporate Governance, charters, policies, and Code of BOARD OF DIRECTORS G4.34, G4.38, G4.39, G4.40

Conduct and Ethics act as supplements. These legal documents Key Roles and Responsibilities
outline the core of our operational framework including the Our Board of Directors is our highest governance body. They
principal duties of the members of the Board with emphasis establish our companys vision, mission, and strategic direction,
on the governance structure, composition, and diversity in the as well as monitor the implementation of the corporate strategy
Board, ensuring that duties and responsibilities are performed and the overall corporate performance of the company to ensure
in a manner that safeguards the interests of the company and transparency, accountability, integrity, and fairness, and to
protects our stakeholders amid an increasingly competitive protect the long-term interests of our stakeholders. The Board,
environment. through its various committees, also oversees and conducts a
In 2015, we revised our Manual of Corporate Governance review of our overall risk management systems, and our material
to comply with the SEC-mandated provisions that highlight controls, covering operational, financial, and compliance areas;
the protection of stakeholders interests, among other corporate and overall risk management systems. Finally, they approve
governance principles. The same also reflected our strong corporate operation and capital budgets, major acquisition and
adherence to best corporate governance standards and practices disposal of assets, major investments, and changes in authority
espoused in the ACGS. and approval limits. In 2013, we updated our mission, vision,
Globe understands that corporate governance is beyond and values to reinforce our commitment to our customers and
regulatory compliance, reports, and disclosures, and that its other stakeholders. The Board further reviewed these in the last
relevance is most evident when its standards and practices are financial year.

LIFESTYLE 33
Board Composition Corporate Governance Report (ACGR), updates on the ACGS,
Eleven board members are elected and hold office for the and the SEC Revised Code of Corporate Governance, among
ensuing year until the next Annual Stockholders Meeting others. In September 2015, other board members attended an
(ASM). The President and CEO is elected as the sole executive in-house corporate governance seminar conducted by Risks,
director while the other members as non-executive directors Opportunities, Assessment and Management (ROAM), Inc.
who are not involved in the day-to-day management of to remain abreast of relevant new laws, regulations, trends,
business. Among the board members are three independent and risks in further strengthening their performance according
non-executive directors. These independent directors, as to their responsibilities and duties for the company and
defined by the company, are independent of the company, from our stakeholders. The seminar included discussions on the
management and major/substantial shareholders, and are free telecommunications industry trends, risk and opportunities,
from any business or relationship that could materially interfere case studies reflecting the importance of corporate governance
in their exercise of independent judgment in carrying out their with regard to accountability, integrity, and transparency,
responsibilities as directors. political risk, as well as the ACGS, SECs ACGR, and other
As part of our corporate governance best practices and in mandatory topics required by the SEC. Both training providers
implementation of our board diversity policy in the workplace, are accredited by the SEC. The attendance of the Board and key
we have at least one female independent director in the Board. officers were properly and timely disclosed to the SEC, PSE,
None of the companys independent directors serve in more and PDEx, and posted on the company website.
than five boards of publicly listed companies and have served
the company in the same capacity for more than two terms or Board Remuneration G4.51, G4.52
nine years2, and the executive director does not serve any other The Boards remuneration is set at an optimum level to
listed companys board. attract and retain high-caliber directors who continuously and
The Board members are highly qualified and have the effectively deliver services. In accordance with the companys
ability to thoroughly examine issues and matters that affect By-Laws, the Board shall receive, pursuant to a resolution of the
the company. Prior to election, the Nomination Committee, stockholders, fees and other compensation for their services as
presided by an independent director, reviews the qualification of directors and members of committees of the Board of Directors.
each member. As stated in the companys board diversity policy, Our directors receive P200,000 for every Board meeting
no director or candidate for director shall be discriminated and Stockholders meeting attended. The compensation of
upon by reason of gender, age, disability, ethnicity, nationality directors remains at P100,000 for every committee meeting
or political, religious, or cultural backgrounds. As necessary, the attended or such meetings other than those mentioned above.
Company may use professional search firms or other external Our stockholders ratified this resolution at our regular Annual
sources of candidates (such as director databases setup by Stockholders Meeting on April 8, 2014 based on a benchmark
director or shareholder bodies) when searching for candidates to study against industry rates as well as a previous study in 2010
the board of directors. to standardize the pay of Board of Directors across the Ayala
To execute their role well, training on corporate governance companies. Meanwhile, our executive director does not receive
is given prior to assuming office. In 2015, members of the per diem remuneration in addition to his remuneration as
Board and key officers participated in the program on corporate part of Globe Telecoms senior management in his role as the
governance conducted by the Institute of Corporate Directors President and CEO.
(ICD) in compliance with the SEC Memorandum Circular No.
20, Series of 2013, directing all key officers and members of
the Board of publicly listed companies to attend a program on
corporate governance. Other key officers attended a corporate
governance seminar also conducted by the ICD. Discussions
during these seminar programs included the SEC Annual SEC Memorandum Circular No. 9, series of 2011 sets the term limit for independent directors, effective
2

January 2, 2012. As such, all of Globe Telecoms independent directors remain qualified to serve the Company
in the same capacity.

L I F ES T Y L E 34
Globe Telecom Board of Directors
DIRECTOR POSITION NATURE OF APPOINTMENT
Jaime Augusto Zobel de Ayala Chairman Non-Executive

Gerardo C. Ablaza, Jr. Co-Vice Chairman Non-Executive

Mark Chong Chin Kok Co-Vice Chairman Non-Executive

Ernest L. Cu Director, President & CEO Executive

Delfin L. Lazaro Director Non-Executive

Samba Natarajan Director Non-Executive

Fernando Zobel de Ayala Director Non-Executive

Romeo L. Bernardo Director Non-Executive

Manuel A. Pacis Independent Director Non-Executive

Rex Ma. A. Mendoza Independent Director Non-Executive

Saw Phaik Hwa Independent Director Non-Executive

Globe Telecom Key Officers


Name POSITION
Alberto M. de Larrazabal Chief Commercial Officer

Rosemarie Maniego-Eala Acting Chief Finance Officer, Treasurer, and Chief Risk Officer

Carmina J. Herbosa Chief Audit Executive

Gil B. Genio Chief Technology and Information Officer

Maria Aurora Sy-Manalang Chief Information Officer

Rebecca V. Eclipse Chief Customer Experience Officer

Renato M. Jiao Chief Human Resource Officer

Vicente Froilan M. Castelo General Counsel

Bernard P. Llamzon Executive Vice President of Consumer Sales

Solomon M. Hermosura Corporate Secretary

Marisalve Ciocson-Co Compliance Officer, Assistant Corporate Secretary, and VP - Legal Services

Globe Telecom Consultants


Name POSITION
Daniel James Horan Senior Advisor for Consumer Business

Robert Tan Chief Technical Advisor

Rodolfo A. Salalima Chief Legal Counsel and Senior Advisor

LIFESTYLE 35
The following non-executive directors of the Board received Board Meetings and Attendance
gross per diem remuneration for attending Board, committee In 2015, the Board had seven meetings, including the Annual
and stockholders meetings in 2015: Stockholders Meeting. Board meetings are scheduled before the
start of the financial year.
The Board receives board documents containing reports on
Gross Per Diem
DIRECTOR the companys strategic, operational, and financial performance,
Remuneration (in pesos)
and other regulatory matters, at least seven business days in
Jaime Augusto Zobel de Ayala 2,300,000.00
advance of the Board meeting. The Board has access to the
Mark Chong Chin Kok 2,700,000.00
Corporate Secretary who acts as adviser to directors regarding
Gerardo C. Ablaza, Jr. 1,900,000.00 their responsibilities and obligations, and oversees the flow of
Fernando Zobel de Ayala 1,900,000.00 information prior to meetings. Discussions during meetings are
encouraged and given due consideration.
Romeo L. Bernardo 2,500,000.00
Attendance of each board member is enumerated below.
Delfin A. Lazaro 1,900,000.00
The average attendance rate of members of the Board was
Samba Natarajan 2,200,000.00
90%, with each member individually complying with the SECs
Rex Ma. A. Mendoza 2,300,000.00 minimum attendance requirement of 50%.
Saw Phaik Hwa 1,600,000.00

Manuel A. Pacis 1,900,000.00

Total 21,200,000.00

Globe Telecom Board of Directors


2015
Board Member Meetings Attended Meetings held Percent Present

Jaime Augusto Zobel de Ayala 7 7 100%

Gerardo C. Ablaza, Jr. 5 7 71%

Mark Chong Chin Kok 7 7 100%

Delfin L. Lazaro 7 7 100%

Ernest L. Cu 7 7 100%

Fernando Zobel de Ayala 7 7 100%

Romeo L. Bernardo 7 7 100%

Manuel A. Pacis 7 7 100%

Rex Ma. A. Mendoza 7 7 100%

Samba Natarajan1 6 6 100%

Saw Phaik Hwa2 6 6 100%

1
Mr. Samba Natarajan was elected Director on 07 April 2015
2
Ms. Saw Phaik Hwa was elected Director on 07 April 2015

L I F ES T Y L E 36
Board Committees All the committees have their own charters that are aligned
The Board may create committees as it deems necessary, with the objectives and responsibilities of each committee. Risk
in accordance with the company By-Laws and Manual of management is a responsibility shared by three committees
Corporate Governance, to support it in the performance of its - Executive, Audit and Finance Committees. Therefore, each
functions and to aid in corporate governance. Currently, there committee is responsible for identifying and addressing risk
are five board committees. areas and factors that are relevant to the duties, functions and
objectives of the respective committee.

Board Committee Role Members


Provides guidance to management in:
formulating the basic strategies for
achieving targets set by the Board;
putting in place the infrastructure for
control and operational risk management
systems that assess risks on an Chairman: Jaime Augusto Zobel de Ayala
integrated cross-functional approach, Members: Ernest L. Cu, Gerardo C. Ablaza, Jr., Mark Chong Chin Kok,
Executive and review and assess the adequacy and Samba Natarajan
of Globe Telecoms operational risk
management process;
considering and/or completing mergers,
acquisitions and strategic investments;
undertaking strategic projects and
significant transformation initiatives.

Supports corporate governance of


the company by fulfilling its oversight
responsibility relating to:
the integrity of the financial statements
and the financial reporting process and
principles;
internal controls;
the qualifications, independence,
remuneration, and performance of the Chairman - Independent Director: Manuel A. Pacis
Audit independent auditors; Members - Independent Directors: Saw Phaik Hwa
staffing, focus, scope, performance, and Rex Ma. A. Mendoza
and effectiveness of the internal audit
function;
risk management; and compliance
with legal, regulatory, and corporate
governance requirements
functions as separate level risk
committee

Assists the Board of Directors in governance


Chairman - Independent Director: Rex Ma. A. Mendoza
Compensation and matters relating to compensation and benefits
of Directors, Key Officers, and personnel of Members: Fernando Zobel de Ayala, Romeo L. Bernardo,
Remuneration and Mark Chong Chin Kok
the Corporation.

Ensures unbiased nomination of


directors and officers. Chairman - Independent Director: Rex Ma. A. Mendoza
Nomination Undertakes the process of identifying Members: Romeo L. Bernardo, Mark Chong Chin Kok,
the quality of directors aligned with the and Gerardo C. Ablaza, Jr.
corporations strategic directions.

Oversees the Corporations financial policy


and strategy, including capital structure,
dividend policy, acquisitions and divestments, Chairman: Delfin L. Lazaro
treasury activities, tax strategy and Members: Fernando Zobel de Ayala, Romeo L. Bernardo,
Finance and Samba Natarajan
compliance, retirement fund contributions,
and financing proposals brought to the Board
for approval.

LIFESTYLE 37
attendance of board of directors
TOTAL MEETINGS BOARD COMMITTEE Members PRESENT ABSENT
Jaime Augusto Zobel de Ayala 9 -
Mark Chong Chin Kok 8 1
9 Executive Gerardo C. Ablaza, Jr. 6 3
Ernest L. Cu 9 -
Samba Natarajan1 6 1

5
Manuel A. Pacis -
4
Saw Phaik Hwa2 -
5 Audit
Rex Ma. A. Mendoza3
4
-
1
Romeo L. Bernardo4 -

2
Rex Ma. A. Mendoza -
1
Fernando Zobel de Ayala5 -
Compensation and 2
2 Remuneration
Mark Chong Chin Kok
2
-
Romeo L. Bemardo -
1
Gerardo C. Ablaza, Jr.5 -

Rex Ma. A. Mendoza 3 -


Nomination Mark Chong Chin Kok 3 -
3 Committee Gerardo C. Ablaza, Jr. 2 1
Romeo L. Bemardo 3 -

Delfin L. Lazaro 5 -
Romeo L. Bernardo 5 -
5 Finance Committee
Fernando Zobel de Ayala 4 1
Samba Natarajan1 4 -

1
Mr. Samba Natarajan was elected Member on 07 April 2015
2
Ms. Saw Phaik Hwa was elected Member on 07 April 2015
3
Mr. Rex Ma. A. Mendoza was elected Member on 07 April 2015
4
Mr. Romeo L. Bernardo served as Member until 07 April 2015
5
Mr. Fernando Zobel de Ayala was appointed Member of the Compensation and Remuneration Committee on 07 April 2015 and replaced Mr. Gerardo C. Ablaza, Jr. in the said Committee

Board Performance specific duties, responsibilities, and accountabilities of each


The Board conducts an annual self-assessment exercise through Board member assessed as provided in the company By-Laws,
a self-assessment questionnaire given to each director to Manuals, Charters, and governing policies. The self-assessment
ensure the effectiveness of their governance, to reflect on the exercise is facilitated by the Compliance Officer. An annual
performance of top management including the President and executive session also takes place dedicated to evaluating and
CEO, to highlight specific strengths, and to identify areas of discussing matters concerning the Board, including evaluating
improvement. It also provides a venue for the Board members the companys performance and an independent review of its
to identify priorities for the Board and the company for the management team.
succeeding year. The assessment is comprised of appraisal
of the Board, of individual directors, of the different Board MANAGEMENT G4.35, G4.36, G4.47, G4.48, G4.49, G4.51, G4.52

Committees, as well as of the management. The questionnaire The President and CEO is accountable to the Board for the
covers a thorough evaluation criteria focusing on structure, development and recommendation of strategies, and the
efficiency, and effectiveness of the Board, participation and execution of the defined strategic imperatives. The President
engagement of each Board member, contribution of each and CEO is assisted by our Key Officers, who form part of
Board member to their respective Committees, as well as our Senior Leadership Team (SLT). The SLT is also composed
the performance of management. The criteria also reflect the of other group and division heads who support the President

L I F ES T Y L E 38
and CEO and our Key Officers in upholding their roles and Corporate Objectives
responsibilities for our company and stakeholders. In 2015, Globe aimed to disrupt the telco arena through
The Office of Strategy Management (OSM) reports to transformative customer experiences, from enhancement in our
the President and CEO and oversees the company's strategy self-service channels to expansion of the Globe GEN3 stores,
management processes from strategy formulation to execution that deliver relevant value.
and performance tracking linked to the company's rewards We continue to envision a strong business by maximizing
system. our core revenue and optimizing profitability. To create a
To monitor and report on the environmental and social wonderful world for our people, business, and nation, we
impacts of the business operations, a Chief Sustainability will also continue to collaborate with partners and develop
Officer (CSO) was created in 2015. Concurrently, our infrastructure to optimize the quality of our services and
CSO is also the Senior Vice President of our Corporate enhance the coverage of our network. These may include, but
Communications Group who reports directly to the President are not limited to, building cell sites, establishing fiber-optic
and CEO and is a member of the SLT. technology in cities and subdivisions around the country, and
We review and formulate our strategic priorities annually launching a new product or service.
which then guide the formulation of the key business strategies
and goals for the year. Using the balanced scorecard framework, Remuneration of the Executive Director
each business group identifies financial and non-financial and Senior Management
objectives, and sets targets and initiatives to achieve them as Our remuneration philosophy and framework is designed to
reflected in the groups' Terms of Reference (TOR). To ensure attract, retain, and engage talents. It is designed to support the
line of sight, the group TORs are cascaded to all employees, business strategies and enhance the value of the organization.
making sure that everyone understands and appreciates their We encourage and nurture a strong performance-
contribution to the group goals. oriented culture; recognize and reward talents who
Key programs, projects, and major organizational initiatives demonstrate and create value for the organization
are taken up at the SLT, composed of the President and CEO, We position ourselves as a preferred employer in
Key Officers with the exception of the Corporate Secretary, providing compelling total rewards experience
and the heads of each major business units and support groups. encompassing continuous learning and development;
All budgets and major capital expenditures must be approved competitive and market-driven compensation; pay for
in accordance with the company's limits of authority and by performance; and core and innovative benefits to meet
the CEO prior to endorsement to the Board for approval. The personal and family needs.
Chief Operating Adviser and Chief Legal Adviser also provide In order to support our rewards philosophy, our targeted
inputs to the SLT as required. The SLT meets at least once a reward strategies are as follows:
week. Adopt a total rewards approach, using both the tangible
Management is mandated to provide complete and accurate and intangible aspects of rewards to drive the Globe
information on the operations and affairs of the company employment experience
in a timely manner. Management is also required to prepare Market driven to attract and retain top talent in the
financial statements for each preceding financial year in business
accordance with the Philippine Financial Reporting Standards Operate on a single-platform-differentiated-application
(PFRS). Management's statement of responsibility with regard approach to accommodate different talent segments
to the company's financial statements is included in this annual Promote relevant reward programs that will be sensitive
report. Apart from economic aspects, environmental and to employee life cycles and experiences
social aspects are reviewed by our CSO yearly as well. These Practice transparency, clarity, and consistency in our
aspects are then disclosed in our sustainability report which is reward delivery
published at the same time as our annual report.

LIFESTYLE 39
Annual remuneration reviews are conducted considering Corporate and Business unit targets are financial/operational
the company, business unit, and individual performance. It is targets set in order to support the overall business goals and
also reviewed vis--vis market rates and our financial capability thereby increasing our value as a company. This incentive plan
is considered for any incentive payout. Performance evaluations drives us to work together toward achieving common goals and
for Senior Management were made according to these encourages performance in the company. The award size for
considerations. this incentive is differentiated by the employees level such that
Current remuneration initiatives allow for certain incentives higher incentive multiple is at stake as the Senior Management
to be withheld in any year should an executive fail to meet moves up the organization.
performance requirements or be involved in any misconduct
and given a disciplinary action resulting to suspension or Long Term Incentive Plan
demotion. The new Long Term Incentive Plan was created to replace
the Employee Stock Option which was last awarded in 2009.
Remuneration Components Meanwhile, the Executive Stock Option Plan is discussed
The remuneration structure of the Senior Management is in Note 18 of our Notes to the Consolidated Financial
composed of four main componentsFixed Remuneration, Statements. The new plans primary objective is to drive long-
Benefits, Short Term Incentives (Performance Bonus), and term performance in a highly competitive market by aligning
Long Term Incentives. The structure is designed such that the management interest with the shareholders interest. It also aims
variable component increases as the executive moves up in the to motivate participants to sustain high levels of contribution.
organization. Furthermore, it is designed to attract and retain key executives
whose contributions are essential to Globe Telecoms growth
Fixed Remuneration and profitability through a rewards scheme that fosters a
The fixed remuneration is composed of the base salary and is sense of genuine loyalty among employees and belongingness
reflective of the value of the role in the market and the value of within the Globe community thereby retaining these talents
the role compared to the other roles in the organization. Other even after payouts are given out. Lastly, the plan should propel
factors that come into play in the base salary are individual shareholder value through superior business performance driven
performance, qualifications, and experience that the executive by happy and satisfied employees.
brings into the company. The incentive is delivered through a performance share-
based plan that awards executives with company shares
Benefits contingent upon the achievement of specified long-term goals
We provide benefits that are consistent with local market over a specified performance period.
practice and that are relevant to meet the personal and family The plan allows for overlapping performance periods
needs of the Senior Management. Included here are medical to support rolling multi-year business plans and employee
benefits for in-patient and out-patient care, life insurance, retention. It has a three-year performance period to support
retirement benefits, and car and car-related expenses. business planning cycle covering January 1, 2014 to January 1,
2016.
Short Term Incentives (Performance Bonus) To ensure alignment of Senior Managements interest to
The short-term incentive plan is Globe Telecoms Variable Pay that of the company, the plan includes a stock ownership
Program for non-sales, non-unionized employees. The incentive requirement where the Senior Management are required to
is determined by the achievement of performance targets that maintain shares equivalent to 75% to 100% of their annual
are set at the beginning of the performance year. It considers base salary.
delivery of corporate, business unit, and individual performance
targets that are defined annually. This is usually paid out to ACCOUNTABILITY AND AUDIT
employees within the second quarter of the year following The Audit Committees roles and responsibilities are defined
the confirmation of all performance targets and individual clearly in the Audit Committee Charter approved by the
performance.

L I F ES T Y L E 40
Board. The Committee supports our corporate governance The Committee ensures tenders for independent audit
by fulfilling its oversight responsibility relating to: a) the services are conducted on a regular basis. The Audit
integrity of the financial statements and the financial Committee recommends the appointment, retention,
reporting process and principles; b) internal controls; c) the or discharge of the independent auditors, and reviews
qualifications, independence, remuneration, and performance and recommends audit fees or the remuneration of the
of the independent auditors; d) staffing, focus, scope, independent auditors to the full Board. The Board,
performance, and effectiveness of the internal audit function; in turn, submits the appointment of the independent
e) risk management; and with legal, regulatory, and corporate auditors and audit fees for approval of the stockholders
governance requirements. Management however, has primary at the ASM. The amount of audit fees is disclosed in this
responsibility for financial statements and reporting process, Annual Report.
internal controls, legal and regulatory compliance, and risk On an annual basis, the Committee reviews the
management. independent auditors performance and assesses the
All members of the Audit Committee are appointed by independent auditors' qualifications, skills, resources,
the Board. The committee is composed of three members, all effectiveness, and independence. To limit the possible
of whom are independent directors. As such, an independent risk of conflict of interest, the Committee also reviews
director also chairs the Audit Committee. and approves in advance the proportion of audit services
The Audit Committee meets at least four times during the vs. non-audit services performed by the independent
year and invites non-members, including the President and auditors; and the corresponding audit fees vs. non-audit
CEO, Chief Finance Officer (who is also the Chief Risk Officer fees paid to the independent auditors, in relation to
{CRO}), independent auditors, internal auditors, and other key the SEC regulation on permitted vs. not permitted
persons involved in company governance, to attend meetings services to be rendered by independent auditors and the
where necessary. During these meetings: significance of the fees to the total service revenues of
The Committee reviews the financial statements and the independent auditors firm and the companys total
all related disclosures and reports certified by the consultancy expenses, respectively.
Chief Finance Officer, and released to the public and/ The Committee reviews the plans, activities, staffing,
or submitted to the SEC for compliance with both and organizational structure, and assesses the
the internal financial management handbook and effectiveness of the internal audit function.
pertinent accounting standards, including regulatory The Committee reviews the results of managements
requirements. The Committee, after its review of the quarterly and annual risk assessments based on reports
quarterly unaudited and annual audited consolidated provided by the CRO-led Enterprise Risk Management
financial statements of Globe Telecom, Inc. and Services team covering information on risk exposures
Subsidiaries, endorses these to the Board for approval. and risk management activities, and as supported by
The Board of Directors, in turn, reviews, approves, and results of Internal Audit reviews.
affirms the true and fair representation of the annual The Committee reviews and discusses with the
audited consolidated financial statements and presents management, the internal auditors and the independent
the same in the Annual Stockholders Meeting (ASM). auditors; and reports to the Board of Directors,
The Audit Committee also approves the work plan on an annual basis, the adequacy and effectiveness
of the Globe Internal Audit, as well as the overall of the companys internal controls system and risk
scope and work plan of the independent auditors. management systems.
The Committee meets with the internal auditors and The collective responsibility over our risk management
independent auditors and discusses the results of their oversight rests with the Board of Directors. To delineate the
audits, ensuring that management is taking appropriate scope of such responsibility, the various Board committees
corrective actions in a timely manner, including are designated with oversight function on specific risks. The
addressing internal controls and compliance issues. Executive Committee has oversight on corporate strategic risks,
technology, and operational risk management, putting in place

LIFESTYLE 41
the infrastructure for risk management systems that assess risks assessment and any ensuing action plans formulated to improve
on an integrated cross-functional approach; reviews and assesses the Committees performance are reported to the Board.
the adequacy of our strategic, technology, and operational risk
management processes, jointly with Management. The Finance Internal Audit
Committee oversees our financial risk management, including It is our policy to establish and support an Internal Audit
risks related to capital structure, acquisitions and divestments, function as a fundamental part of our corporate governance
treasury activities, tax strategy, and compliance. The Audit practices. Internal Audit is a service, providing an independent,
Committee provides oversight of the financial reporting objective assurance, and consulting function within Globe, and
and operational risks specifically on financial statement and sharing our common goal of creating and enhancing value for
reporting, internal controls, legal or regulatory compliance, our stakeholders, through a systematic approach in evaluating
corporate governance, risk management, and fraud risks. The the effectiveness of our risk management, internal control, and
CRO-led Enterprise Risk Management Services team provides governance processes. Globe Internal Audit (IA) assists and
the Audit Committee with periodic reports on risk exposures supports Management in continuously instilling and nurturing
and risk management activities by our SLT, while Globe the Control Self-Assessment (CSA) environment at Globe
Internal Audit provides assurance on the effectiveness of the risk through facilitation of self-assessment exercises among various
management system and processes. business groups. The Audit Committee regards its relationship
The Board designated the Audit Committee as the overall with Internal Audit as having a vital role in supporting the
risks aggregator for all of the Board committees, enabling an Audit Committee in the effective discharge of its oversight role
integrated approach to an enterprise-wide risk management and responsibilities.
oversight at Board level and a coordinated view of risks across Globe IA performs its auditing functions faithfully by
the enterprise. The Audit Committee reports regularly to the maintaining independence from Management and controlling
Board of Directors on our risk management efforts, providing shareholders as it reports functionally to the Board, through
the Board with a more collaborative and effective review of the Audit Committee and administratively, to the President
risks across the company and assurance over our overall risk and CEO. The Committee, having appointed the Chief Audit
management, that aids the Board in making strategic decisions Executive, also concurs in his/her replacement, reassignment, or
for the company. dismissal.
With guidance provided by the Board, Management Globe IA maintains, reviews, and assesses the adequacy of its
remains primarily responsible for the development of the design Charter annually to ensure conformance with the International
and implementation of risk management plans and frameworks, Standards for the Professional Practice of Internal Auditing (the
policies, and systems intended to address the identified risks. Standards) and appropriateness for enabling good corporate
The Audit Committee reports after each meeting and governance. Any amendments to the Charter are submitted to
provides a copy of the minutes of its meetings to the Board. the Audit Committee for approval.
To ensure compliance with regulatory requirements and Globe IA adopts a risk-based audit approach in developing
assess the appropriateness of the existing Charter for enabling its annual work plan ensuring that all risks, mapped to
good corporate governance, the Committee also reviews and eTOM-based processes, with integrated risk assessments
assesses the adequacy of its Charter annually, seeking Board for processes across the enterprise, are captured in the audit
approval for any amendments. The most recent Charter was universe. Globe IAs annual work plan is re-assessed quarterly
approved by the Board in February 2015. to consider emerging risks and the changing dynamics of the
The Committee conducts an annual assessment of its telecommunications business, thereby allowing maximum and
performance to benchmark its practices against the expectations timely coverage of key/critical risk areas. The Audit Committee
set out in the approved Charter, in compliance with our reviews and approves the annual work plan and all deviations
Manual of Corporate Governance, SEC Memo Circular No. and ensures that internal audit examinations cover at least the
4 (Series of 2012), and aligned with the ACGS and the SEC evaluation of adequacy and effectiveness of risk management
Revised Code of Corporate Governance. The results of the self- and control processes encompassing the companys governance,

L I F ES T Y L E 42
operations, information systems, reliability and integrity auditors. The most recent tender bid process was conducted in
of financial and operational information, effectiveness and Q4/2014. Also, the company conducts on an annual basis an
efficiency of operations, safeguarding of assets and compliance independent auditors performance appraisal. From the results,
with laws, rules, and regulations. The Audit Committee also the Audit Committee evaluates and proposes to the Board for
ensures that audit resources are adequately allocated to and endorsement and approval of the stockholders, the appointment
focused on the areas of highest risk. of the independent auditors. The endorsement is presented to
The Audit Committee meets with the internal auditors, and the stockholders for approval at the ASM. The representatives
discusses the results of their audits, ensuring that management of the independent auditors are expected to be present at the
is taking appropriate corrective actions in a timely manner, ASM and have the opportunity to make a statement on the
including addressing risk management, internal controls, companys financial statements and results of operations if they
regulatory, and compliance issues. The Audit Committee also desire to do so. The auditors are also expected to be available to
receives periodic reports on the status of internal audit activities, respond to appropriate questions during the meeting.
key performance indicators accomplishments and quality In the meeting last April 7, 2015, the shareholders
assurance, and improvement programs. appointed the accounting firm of Navarro Amper & Co./
Globe IA governs its internal audit activities in conformance Deloitte Philippines (NA/DP), an affiliate of Deloitte Southeast
with the Institute of Internal Auditors Code of Ethics, and our Asia Ltd. (a member firm of Deloitte Touche Tohmatsu
Code of Conduct. To ensure consistent conformance with the Limited) as the Independent Auditors of Globe Telecom and
Standards, Globe IA subjected its activities to its 2nd external Subsidiaries (Globe Group) for the calendar year 2015. NA/DP
Quality Assurance Review (QAR) in 2013 which resulted in replaced SGV & Co., a member firm of Ernst & Young (EY)
a Generally Conforms rating, the highest rating that can be who served as the independent auditors of the Globe Group
achieved in the QAR process. for more than 30 years. The change in independent auditors is
Geared toward excellence, Globe IA provides for continuing consistent with our thrust on good corporate governance.
professional and personal development for all internal auditors There were no disagreements with the companys
to equip them in the conduct of reviews, with focus on independent auditors on any matter of accounting principles or
acquiring expertise on Globe Telecoms business processes, practices, financial statement disclosures, or auditing scope or
network and IT systems, internal controls, new accounting and procedures.
auditing standards, and regulatory updates. In addition, Globe Fees approved in connection with the audit and audit-
IA has been actively participating in Ayala Group and Singtel related services rendered by NA/DP and SGV & Co. pursuant
Internal Audit Network that aims to benchmark and share to the regulatory and statutory requirements for the years ended
knowledge, leading global best practices including information 31 December 2015 and 2014 amounts to P15.36 million and
on methodology, process improvement, and audit tools to P16.40 million, inclusive of 7.5% and 10% out-of-pocket
develop a network of world-class, multi-skilled, internal audit expenses (OPE), respectively.
professionals. In 2015, Deloitte Philippines was not engaged to perform
non-audit related service for Globe. There were no non-audit
External Audit fees incurred for the said year.
The company engages the services of independent auditors to The Audit Committee has an existing policy to review and
conduct an audit and obtain reasonable assurance on whether to pre-approve the audit and non-audit services rendered by our
the financial statements and relevant disclosures are free from independent auditors. It does not allow the Globe Group to
material misstatements. The independent auditors are directly engage the independent auditors for certain non-audit services
responsible to the Audit Committee in helping ensure the expressly prohibited by SEC regulations to be performed by
integrity of the companys financial statements and reporting independent auditors for its audit clients. These safeguards are
process. kept in place to ensure that the independent auditors maintain
It is the practice of the company every three years or sooner the highest level of independence from the company, both in
to tender bid for the external audit services of independent fact and appearance.

LIFESTYLE 43
The aggregate fees billed by NA/DP are shown below (with Non-Audit Fees
comparative figures for 2014 from SGV & Co. and EY India): In 2015, NA/DP was not engaged to perform non-audit related
service. There were no non-audit fees incurred for the said year.
In 2014, non-audit fees are charges pertaining to reviews of
NA/DP SGV data migration, test strategies and plans, and IT Transformation
Programs incurred by the Company. These also include charges
(Amount in millions of pesos) 2015 2014 for validation of stockholders votes, trainings and seminars
rendered by SGV & Co. and its affiliates. Non-audit fees in
Audit and Audit-Related Fees1 P15.36 P16.40
2014 do not outweigh fees for audit and audit-related services.
The fees presented above include out-of-pocket expenses
incidental to the Independent Auditors' services.
Non-Audit Fees
ETHICS AND INTEGRITY G4.12, G4.41, G4.56, G4.57, G4.58

EY India - 4.94 We respect the rights of our stakeholders. We have adopted


a Code of Conduct, and promulgated policies governing the
SGV - 5.59 following matters: (i) Conflict of Interest, (ii) Whistleblowers,
(iii) Insider Trading, (iv) Related Party Transactions and
- 10.53
(v) Health, Safety, and Welfare of Employees. We also have
existing formal policies concerning unethical, corrupt, and
Total P15.36 P26.93
other prohibited practices covering our employees, members
1
Excludes 2015 audit fees for GTI HK of P687K (P503K in 2014) performed by Deloitte of the Board, subsidiaries, and affiliates. These policies serve as
HK and EY HK, respectively; P308K (P277K in 2014) and for GT EU; P556K (P465K in
2014) for GT UK audit services performed by Wellden and Turnbull LLP; and 2015 audit guide to matters involving work performance, dealings with
services for GT SG of P215 performed by Ardent employees, customers and suppliers, handling of assets, records
and information, avoidance of conflict of interest situations
Audit and Audit-Related Fees and corrupt practices, as well as the reporting and handling of
Represent audit of Globe Groups annual financial statements complaints from whistleblowers. These documents are the key
and review of quarterly financial statements in connection to the balance of control and governance at the company. These
with the statutory and regulatory filings or engagements for policies, together with the Anti-Corruption Policy, Policy on
the years ended 2015 and 2014. NA/DP was not engaged to Related Party Transactions, and others, are also on the company
perform audit-related services for 2015. For 2014, SGV & Co. website for investors and other stakeholders to refer to at their
performed assurance and related services that are reasonably convenience.
related to the performance of the audit or review of the
Companys 2014 financial statements pursuant to the regulatory Customer Welfare
requirements. We put our customers first. We truly make a difference through
superior, end-to-end customer experience brought to life by a
Tax Fees genuine culture of service and caring. We embed service into
The Company has not engaged NA/DP and SGV & Co. our Globe culture, as well as to our vendor partner, sustaining
for any tax-related services for fiscal years 2015 and 2014, the momentum of our Circle of Happiness where our happy
respectively. There were no tax fees incurred for the said years. employees create happy customers. Practices of our culture
transformation are reflected in "Our culture of service section.

L I F ES T Y L E 44
Employee Welfare Relationships with suppliers are also highly valued, with
We are committed to provide the best protection for the each considered a business partner. We continue to recognize
health and safety of our employees. We do the same to and foster strong business relations with our partners through
the communities surrounding our operations. It is the the Business Partner Awards. Vendors also provide learning
managements primary objective and the employees individual opportunity through plant visits and technology briefings.
and collective responsibility to meet this commitment. To this Conversely, Vendor Clinics are initiated for selected vendors to
end, we shall: help improve their performance and competitiveness.
Continuously assess all health and safety hazards
in the workplace and provide programs towards its Environmental Sustainability Policy
eliminations; We are committed to promote environmental sustainability
Comply to all occupational safety and health news by reducing the impact of our business operations to the
applicable to our telecommunication business; environment and we shall achieve this together with the help
Train and motivate our employees to work in a safe of our employees, business partners, and clients. We have
manner and encourage our business partners to adopt robust systems in place to manage our environmental impact
these principles; and integrate these into our corporate social responsibility
Report our occupational safety and health performance management. The policy and practices on environmental
to our stakeholders; value chain are reflected in the reducing waste to protect the
Conduct a regular review of our management system environment and improving energy efficiency sections.
to ensure that the commitments of this policy are being
delivered; and that we strive for continual improvement. Community Interaction
Practices of this policy are reflected under the providing a Through Globe Bridging Communities, the Corporate Social
healthy and safe workplace section. Responsibility platform of Globe and our subsidiaries, we
aim to transform underserved communities nationwide
Rewards or Compensation Policy through relevant and innovative solutions that harness the
We attract, retain, and engage our talents to support our power of collaboration and inclusivity through information
business strategies and enhance value of the organization and communications technology. The objective is to ensure
through our remuneration philosophy and framework. sustainability by creating shared value across our employees,
customers, and our stakeholders in areas where we operate.
Vendor Audit As our business continues to grow, we contribute to nation-
We follow socially responsible procurement practices for building and shareholder value with an engaged and empowered
vendors. The team maximizes value through commodity workforce committed to do a Globe of good.
management, selection of best-in-class suppliers, and pursuit We adopt best practices of ISO 26000 Social Responsibility
of process excellence in procurement and supply chain enabling us to operate in a socially responsible way across
management. Vendor partners undergo a comprehensive the organization and seek continuous innovative solutions in
accreditation process which includes assessment of their legal, creating a wonderful world. ISO 26000 helps businesses and
technical, and financial capability from business continuity to organizations translate principles into effective actions and
conflict of interest, safety, health, and environmental policies. shares best practices relating to social responsibility, globally.
Grounded on the practice of fair, ethical, and governance Practices of this policy can be seen in the expanding avenues
policies, opportunity is equitably provided to the appropriate of learning, increasing productivity and prosperity, banking
suppliers through competitive bidding and auctions. the unbanked, and building resilience against calamities
Proposals are evaluated on the basis of best-value including a sections.
consideration of their environmental and social policies and
practices. Given equivalent proposals, preference for purchase
award is given to local suppliers.

LIFESTYLE 45
Conflict of Interest festivities. The form is then submitted to employees respective
Globe is above board and, at all times, exercises discretion, group heads who will decide whether the gift shall be returned
prudence, and mature judgment when entering transactions for or kept by the employee or be surrendered to Human Resources
the company. In carrying out their duties with integrity and in Group for possible use during company events.
the interest of the company, it is the duty of board members We conduct periodic lectures and seminars on anti-
to withdraw themselves from discussions that put them in corruption initiatives by Human Resources Group to all
a conflicted situation. It is the obligation of every regular employees.
employee, officers and directors of Globe, and our subsidiaries,
including consultants/project hires seconded to or engaged on a Whistle-blowing
full-time basis by Globe, to declare and divulge in writing to the We are committed to compliance with laws and regulations
company his own involvement in any conflict of interest with to which we are subject and conduct our business in
the company. Our Code of Conduct provides the definition, accordance with ethical standards. All officers and employees
guidelines, and procedures, including the reportorial of any of the company, and all suppliers and business partners of
such circumstance, involving conflict of interest. the company, are thus required to observe and practice high
In general, conflict of interest will be deemed to exist where standards of business and personal ethics in the conduct of their
an employee has or may possibly have a financial or personal duties and responsibilities.
interest divergent with or in conflict with his professional Through various channels which includes a hotline (0917-
obligations, or where financial or other personal considerations 8189934), portal, an e-mail address (gt_whistleblower@globe.
may compromise, or have the appearance of compromising com.ph) as well as a specific group under the HR Employee
the employee's judgment in the administration, management, Relations department, we provide a mechanism that allows
decision-making, and discharge of his official functions. employees and even third parties to report suspected violations
Personal interest is not confined to the personal involvement of of company policies by an employees, officers, directors, and
the employee himselfit may also arise from the employee's partners, on unethical and corrupt practices, misappropriation
family or close personal relationship with a contractor, sub- of company assets, fraudulent reporting practices, and other
contractor, customer, competitor, creditor, or any other entity violations of the company Code of Conduct, Stock Transaction
that does business with the company. Policy, Code of Corporate Governance, and Securities
At the start of the year, the Globe Human Resource Group Regulation Code. Disclosuresin whatever form, including
requires all employees to submit the Related Party Disclosure verbalmade in good faith will be investigated according to
Form, regardless if an employee has any declaration or none. the protocols established in this policy and protected by keeping
the information confidential. The identity and source of the
Anti-corruption information are likewise protected to the extent required by law.
The employee, by virtue of his employment, is bound not These are by no means the only channels by which
to betray that trust by seeking to gain any undue personal disclosures may be received. Persons or units within the
or pecuniary advantage (other than the rightful proceeds of organization who receive disclosures shall, however, forward
employment) from his dealings with or for and in behalf of or relay the disclosures to Security and Enterprise Risk
Globe. Management for activities involving third-party contractor
Our employees maintain the highest standards of honesty and Employee Relations for activities involving an employee.
and professional conduct. Seeking undue financial and material ERM designates a complaint administrator who is in charge
advantage from transactions with Globe is a breach of trust of administering the portal, and receiving, collating, and
between the employee and the company. submitting all disclosures to the Disclosure Committee, who is
Employees are reminded through internal communications composed of the companys Corporate Secretary, HR, Internal
channel to fill out gift disclosures especially during national Audit, ERM, and Legal Services. If and when disclosure
involves a member of the Board or ERM or the complaint

L I F ES T Y L E 46
administrator, the disclosure shall be transmitted directly to for each RPT. Such disclosure is also made publicly available
the Corporate Secretary for handling. Meanwhile, if disclosure by the corporation, for the benefit of all shareholders and
involves the Disclosure Committee, the disclosure will then be other stakeholders, through our website and such other media
endorsed to the Board. channels as applicable.
Once disclosure is submitted, the Whistleblower shall Shareholders, including minority shareholders, and other
receive a notice that the complaint has been received and that stakeholders are provided with proper guidelines and procedures
it shall be processed in accordance with the policy. Disclosures for right of action and remedies that are readily accessible in
will then be investigated by either ERM or ER depending on order to redress the conduct of the corporation (e.g. Facebook
the activity. If with financial and reputation risk, Security and page, Twitter account, e-mail account, and hotline numbers), as
ERM will forward the report to DC for proper endorsement necessary.
to the Office of the President, Audit Committee, and Legal The independent directors form the independent committee
for possible criminal case/action. Meanwhile, for employee that is tasked to review and monitor material RPTs, among
related activities, ER will implement appropriate disciplinary others, to ensure our best interest, our shareholders, and all
proceedings in accordance with due process. If with financial other stakeholders, and that the RPTs are executed with fair
(P1 million and up) and reputation risk, ER will do the same and transparent terms prior to endorsement to the Board for
and forward to DC for proper endorsement to the Office of the approval.
President, Audit Committee, and Legal for possible criminal Non-compliance with any of the provisions of the policy
case/action. The whistleblower will also receive an update if no on RPT shall result in the nullification of any agreement
merits were found on the complaint filed. or contract involved in the execution of the RPT. A
director, officer, employee, or Related Party is subject to the
Insider Trading corresponding procedures and penalties under our Code of
We restrict trading of securities (buying or selling) by covered Conduct and relevant laws, as applicable.
persons considered to have knowledge of material information, In 2015, members of the Board agreed to vote in accordance
during the blackout period, except in accordance with this with the decision of the three independent directors in
policy. resolving a matter on voting preferred shares to further exercise
We also prohibit key officers and employees with access to independence and integrity at the Board level.
the quarterly results in the course of its review, from trading in
company shares 10 trading days before and three trading days Creditors Rights
after any structured report/disclosure, and three trading days It is our policy to protect the rights of our creditors by
before and three trading days after an unstructured report/ maintaining, at all times, our good credit standing. We thus
disclosure. strictly observe contractual obligations, and regard fair and
truthful disclosure and transparency of financial records and
Related Party Transactions (RPTs) dealings of utmost importance to assure creditors of our
We disclose, review, and approve related party transactions, in continued credit worthiness. Our periodic reports to our
accordance with the principles of transparency and fairness, creditors such as our latest certified Financial Statements,
to ensure that they are at arms length, the terms are fair, and Certificate of No Default, and CFO Certification in compliance
they will inure to the best interest of the corporation and its with financial ratios ensure the Creditors of the companys
subsidiaries or affiliates and their shareholders. financial soundness.
The RPTs are disclosed in our financial statement (page We provide prompt and accurate reports of our financial
106), annual reports, and other applicable filings in accordance standing to creditors by providing them our financial and
with the relevant rules and issuance of the SEC and other operating results, Management Discussion and Analysis, and
applicable regulatory bodies. The disclosure includes, but is Financial Statements on a periodic basis that allow the creditors
not limited to, the name of the related party, relationship to continuously evaluate and monitor our performance and
with the corporation for each RPT, and the nature and value credit standing.

LIFESTYLE 47
Moreover, we adopted an expanded corporate governance privacy; prevent loss, theft, or use for unauthorized purposes;
approach in managing business risks. A Revised Enterprise and comply with the requirements of the law. Permission is
Risk Management Policy was developed to provide a better granted to electronically copy and print hard copy portions
understanding of the different risks that could threaten the from our company for the sole purpose of customers to view or
achievement of our vision, mission, strategies, and goals. The pay their own Globe Telecom bills. Any other use of materials
policy also highlights the vital role that each individual plays on our website, including reproduction for purposes other than
in the organization from the senior management to the staff those noted above, modification, distribution, or republication,
in managing risks and in ensuring that the company's business without our prior written permission is strictly prohibited.
objectives are attained. With this, it assures the creditors that As communications over the internet may not be secure,
we are proactive in managing our risks and are committed we make reasonable and appropriate security arrangements
to sustaining the growth of the company. As part of the and measures that use a variety of physical, electronic, and
implementation, we regularly submit our quarterly financial procedural safeguards to protect Customer Data. For example,
results to the PSE and SEC. we protect and keep information submitted through our
The loan agreements with banks and other financial website safe using a secured server behind a firewall, encryption,
institutions provide for certain restrictions and requirements and other appropriate security controls. When information is
with respect to, among others, maintenance of financial ratios entered through our website, we encrypt the information using
and percentage of ownership of specific shareholders, incurrence Secure Sockets Layer (SSL) technology so that it cannot be
of additional long-term indebtedness or guarantees and read as the information travels over the internet. We regularly
property encumbrances. review our information collection, storage, and processing
practices, including physical security measures, to guard against
Board Diversity Policy unauthorized access to our system and unauthorized alteration,
In addition to the qualifications, disqualifications, and other disclosure, or destruction of information we hold.
criteria set forth in our corporate documents and relevant Among other safeguards, we keep our records as accurate
law in relation to the nomination and election of members of as possible. If customer personal information is wrong, we give
the Board, we are committed to promote and observe diverse ways to update it. Registered customers may access account
membership among our directors. details and correct personal information by contacting Globe
The Board of Directors, led by the Chairman, encourages Customer Care (+632 7301000 or 211 using your mobile
our shareholders to nominate candidates who will diversify phone) or his/her designated relationship manager, as may be
membership in the Board. Therefore, as company policy, no applicable; or by visiting any Globe Store or our website at
director or candidate for directorship shall be discriminated www.globe.com.ph. Contact details of our Privacy Officer are
upon by reason of gender, age, disability, ethnicity, and likewise publicly-available through our website and effective
nationality, or political, religious or cultural backgrounds. procedures are in place in case of a report or complaint on data
privacy or intellectual property. Rest assured, we do our utmost
Privacy Policy and Intellectual Property Rights to comply with relevant rules and laws on data privacy and
Our Privacy Policy outlines our policy in relation to the intellectual property rights.
collection, use, and protection of Customer Data to provide
customers and other stakeholders with a wonderful experience. DISCLOSURE AND TRANSPARENCY G4.49

We will notify all customers and relevant stakeholders with any Our management is continuously committed to high
update on our Privacy Policy by posting it on our website for standards of disclosure, transparency, and accountability. The
easy reference. management established the sustainability policy and reviews
We respect customer and stakeholder privacy and its adequacy at the highest level periodically and allocated
intellectual property. As such, we secure and protect Customer resources to ensure effective implementation. The practice
Data with proper safeguards to ensure confidentiality and

L I F ES T Y L E 48
of sustainability reporting was implemented as a means addition to the Annual Shareholders Meeting, we extend
to provide fair, accurate, and meaningful assessment of its various venues for stakeholders to communicate effectively
overall performance on triple bottom line (viz. Economic, with us through the conduct of analysts' briefings, ad-hoc
Environment, and Social) responsibility to our stakeholders briefings, investor conferences, media briefings, one-on-one
including investors. or small group meetings, and investor days that are organized
As a listed company in the PSE and PDEx, with reportorial by our IR Department and/or Corporate Communications
requirements, rules, and applicable laws as well as regulations of Group or in partnership with our shareholders, broker,
relevant regulatory agencies, we aim to provide a fair, accurate, or other partner institutions. All stakeholders, including
complete, and meaningful assessment of our companys institutional shareholders, are likewise encouraged to attend
financial performance and prospects through the annual report, our stockholders meetings and engage with us through our
quarterly financial reports, and analyst presentations. We various communication channels. Other than keeping the
practice regular disclosure of our financial results. Quarterly company website up-to-date, these venues provide another
financial results are immediately disclosed after the approval by means for us to discuss our quarterly financial results,
the Board to PSE and SEC. Quarterly and year-end financial announcements, material disclosures and other relevant
statements and detailed management discussion and analysis information with stakeholders. In the past years, we have been
are filed within 45 and 105 calendar days, respectively, from further streamlining communication efforts and opening up
the end of the financial period. Our financial reporting several new customer touchpoints, enabling them to interact
disclosures are in compliance with the PSE and SEC requisites. with us at their convenience. Among other enhancements,
Beginning last year, we have driven management and respective we utilized e-mail, live chat, SMS, website, and social media
departments to release our audited financial statements within channels (e.g., Facebook, Twitter, Instagram) to provide our
60 days from financial year-end, in compliance with the ACGS customers with real-time information and quicker responses
standard that is earlier than the local regulatory deadline. These to concerns. A conference call facility is set up during analysts'
reports are made available to the analysts after disclosure and briefings and meetings to enable wider participation among
posting on the companys website. shareholders and other stakeholders. We also participate in both
In case of mergers, acquisitions, and/or takeovers requiring local and international investor conferences, which host various
shareholders' approval, the board of directors of the offeree shareholders and other stakeholders. Details and information
company shall appoint an independent party to evaluate the on these conferences are published on our corporate website.
fairness of the transaction price. Such shall be disclosed in our We have sustained this convenient and accessible line of
financial statement and relevant reports. We shall also ensure communication through our IR Program in the last financial
our compliance with applicable law, rules, and regulations year and will continue to enhance this in the succeeding years.
prescribed by the SEC and the PSE. Any market-sensitive
information such as dividend declaration is also disclosed to Financial Performance Indicator
the SEC and PSE and then released through various modes of We are committed to efficiently manage our resources
communication. and enhancing shareholder value. We regularly review our
Finally, on the corporate governance pillar of disclosure performance against our operating and financial plans and
and transparency, we recognize the importance of regular strategies, and use key performance indicators to monitor our
communication with our investors, and are committed to progress.
high standards of disclosure, transparency, and accountability Except for net income, our financial performance indicators
through our Investor Relations (IR) program. Our IR Program are not measurements in accordance with Philippine Financial
is geared toward fulfilling our commitment to a transparent Reporting Standards (PFRS) and should not be considered
disclosure regime and accessibility for all stakeholders. In as an alternative to net income or any other measure of
performance which are in accordance with PFRS.

LIFESTYLE 49
% of
Voting % of Voting Non-Voting Total % of Total
STOCKHOLDERS COMMON % OF COMMON Non-Voting
Preferred Preferred Preferred Outstanding Outstanding
Preferred

Ayala Corp 40,351,591 30.40% - 0.00% - 0.00% 40,351,591 12.96%

Singtel 62,646,487 47.19% - 0.00% - 0.00% 62,646,487 20.13%

Asiacom - 0.00% 158,515,016 100.00% - 0.00% 158,515,016 50.93%

Directors,
206,209 0.15% 5 0.00% 47,500 0.24% 205,032 0.07%
Officers, ESOP

Public 29,538,480 22.25% - 0.00% 19,952,500 99.76% 49,539,297 15.92%

Total 132,742,767 100.00% 158,515,021 100.00% 20,000,000 100.00% 311,257,423 100.00%

Non-financial performance indicator operating results, cash flows, debt covenants, capital expenditure
We also use a non-financial performance indicator to measure levels, and liquidity. The payment of dividends in the future will
the success of the business and emphasize our commitment to depend upon our earnings, cash flow, and financial condition.
sustainability. These include: (1) employee engagement score; We in our regular conduct of business enter into transactions
(2) customer satisfaction; (3) environmental and social impacts; with our major stockholders, Ayala Corporation and Singtel,
among others. These indicators are disclosed in this report, venturers, and certain related parties. More extensive discussion
aligned with the Global Reporting Initiative (GRI). on our dividends is in Items 17.3 to 17.5 of the Notes to
Consolidated Financial Statements (page 214-216).
Dividend Policy
We declare dividends to our common stockholders on a regular Ownership Structure G4.7
basis as may be determined by the Board of Directors. We We regularly disclose the top 100 shareholders of our common
return to our shareholders, dividends equivalent to 75% to and preferred equity. Disclosure is also made of the security
90% of the prior year's core net income. Dividends declared on ownership of certain record and beneficial owners who hold
our stocks are payable in cash or in additional shares of stock. more than 5% of our common and preferred shares. Finally,
As a policy and as much as practicable, we observe a 30-day the shareholdings and percentage ownership of the directors
period for the payment of dividends to shareholders from the and key officers are disclosed in the Definitive Information
declaration date of such dividends. Statement sent to the shareholders prior to the ASM.
The Board regularly reviews our dividend policy, including
the frequency of its distribution, taking into account our DEALINGS IN SECURITIES
We have adopted strict policies and guidelines for trades
involving the companys shares made by directors and
Declaration payable
Per Share1 Amount2 record date key officers and those with access to material non-public
Date date
Nov 6, Nov 24, Dec 4,
information. Directors and key officers and those with access
20.75 2,754.41
2015 15 2015 to the quarterly results in the course of its review are prohibited
Aug 3, Aug 17, Sep 2, from trading Globe shares starting from the time when
20.75 2,754.37
2015 2015 2015
quarterly results are internally reviewed until after we publicly
May 12,
20.75 2,754.35
May 26, Jun 11, disclose its results. Notices of trading blackouts are regularly
2015 2015 2015
issued to the directors and key officers concerned and to those
Feb 5, Feb 18, Mar 4, with access to such material non-public information.
20.75 2,754.22
2015 2015 2015
Also, all directors and key officers are required, within
1
In pesos
2
In millions of pesos three trading days upon change in ownership of securities, to
submit a report on their trades to the Compliance Officer for
immediate submission/disclosure to the SEC and the PSE.

L I F ES T Y L E 50
Globe Telecom Board of Directors
2015 Beginning
Title of Class and Nature of 2015 End Balance in Company Shares
Balance in Company
Ownership Change/s in Shareholdings as of 31 December 2015
Shares
Common (direct) 2 - 2
Jaime Augusto Zobel de Ayala
Common (indirect) 1 - 1

Common (direct) 22,741 - 22,741


Gerardo C. Ablaza, Jr.
Common (indirect) 38,974 - 38,974

Mark Chong Chin Kok Common (indirect) 2 - 2

Common (direct) 65,255 - 65,255

Common (indirect) - 1,000 (A) December 15, 2015 1,000


Ernest L. Cu
Voting Preferred (direct) 1 - 1

Non-voting Preferred (indirect) 16,700 - 16,700

Common (direct) 1,079 1,079 (D) April 1, 2015 aa

Romeo L. Bernardo Common (indirect) 2,659 2,159 (D) April 1, 2015 500

Voting Preferred (indirect) 1 - 1

Common (direct) 1 - 1
Delfin L. Lazaro
Non-voting Preferred (indirect) 2,800 - 2,800

Fernando Zobel de Ayala Common (indirect) 1 - 1

Samba Natarajan Common (direct) - 2 (A) April 7, 2015 2

Rex Ma. A. Mendoza Voting Preferred (direct) 1 - 1

Saw Phaik Hwa Voting Preferred (direct) - 1 (A) April 7, 2015 1

Common (indirect) 100 - 100


Manuel A. Pacis
Voting Preferred (direct) 1 1

Globe Telecom Key Officers


Common (direct) 4,322 - 4,322
Alberto M. de Larrazabal
Non-voting Preferred (direct) 2,000 - 2,000

Common (indirect) 51,838 - 51,838


Gil B. Genio
Non-voting Preferred (direct) 20,000 - 20,000

Renato M. Jiao - - - -

Common (indirect) 21,415 2,500 (D) April 7, 2015 18,915


Rebecca V. Eclipse
Non-voting Preferred (direct) 4,000 - 4,000

Vicente Froilan M. Castelo Common (direct) 814 - 814

Carmina J. Herbosa Non-voting Preferred (direct) 2,000 - 2,000

Bernard P. Llamzon - - - -

Solomon M. Hermosura Common (direct) 20 - 20

Marisalve Ciocson-Co Common (direct) 1,539 - 1,539

Rosemarie Maniego-Eala Common (indirect) 3 - 3

Maria Aurora Sy-Manalang Common (direct) 179 - 179

(A) Acquired
(D) Disposed of

LIFESTYLE 51
BOARD OF DIRECTORS

L I F ES T Y L E 52
Jaime Augusto Zobel de Ayala
Mr. Zobel, 56, Filipino, has served as Chairman of the Board 2008. At the cusp of the new millennium, Mr. Cu spurred
since December 1996 and a Director since March 1989. He is the beginning of the BPO business model for the Philippines,
the Chairman and CEO of Ayala Corporation. He also holds to be widely regarded as one of the founding fathers of BPO
the following positions: Chairman of Bank of the Philippine in the Philippines. Lauding his pioneering spirit, and drawing
Islands, and Integrated Micro-Electronics, Inc.; Co-Chairman great highlight to his career then was a recognition from Ernst
of Ayala Foundation, Inc.; Vice Chairman of Ayala Land, Inc. & Young in 2003 as the ICT Entrepreneur of the Year. Mr.
and AC Energy Holdings, Inc.; Chairman of Harvard Business Cu has a Bachelor of Science Degree in Industrial Management
School Asia-Pacific Advisory Board and Asia Business Council; Engineering from De La Salle University in Manila, and an
Vice Chairman of the Makati Business Club, and member of M.B.A. from the J.L. Kellogg Graduate School of Management,
the Harvard Global Advisory Council, Mitsubishi Corporation Northwestern University.
International Advisory Committee, JP Morgan International
Council, International Business Council of the World Mr. Cu is not a Director of any other listed company.
Economic Forum; Philippine Representative for APEC Business
Advisory Council. He graduated with B.A. in Economics (with Fernando Zobel de Ayala
honours) degree from Harvard College in 1981 and obtained an
MBA from the Harvard Graduate School of Business in 1987. Mr. Zobel, Filipino, 55, has served as Director since October
1995. He is the President and Chief Operating Officer of Ayala
Directorship in other listed companies: Ayala Corporation; Corporation, one of the Philippines' largest conglomerates
Bank of the Philippine Islands; Integrated Micro-Electronics, involved in real estate, financial services, telecommunications,
Inc.; Manila Water Company; and Ayala Land, Inc. All listed water, electronics, automotive, international investments,
on the Philippine Stock Exchange. business process outsourcing, power generation, and transport
infrastructure. He is also Chairman of Ayala Land and
Ernest L. Cu Manila Water Company and Vice Chairman of the executive
committee of Bank of the Philippine Islands; Co-Chairman
Ernest Cu, 55, Filipino, has served as Director since April 2009. of Ayala Foundation, which has projects in education, art
He is currently the President and Chief Executive Officer of and culture, environment and sustainable development. Mr.
Globe Telecom, Inc. Mr. Cu joined Globe in October 2008 Zobel is also a member of the INSEAD East Asia Council and
as Deputy CEO, and was officially appointed President and the World Presidents' Organization; member of the Board of
Chief Executive Officer on 2 April 2009. Since then, he has Habitat for Humanity International and the Chairman of the
been passionately driving a sweeping transformation across steering committee of Habitat for Humanity's Asia Pacific
the company, including modernizing its network and IT Capital Campaign. He also serves on the Board of Trustees
infrastructure, creating a strong collaborative and service- of the Asia Society. He is involved in the Harvard Club of the
oriented culture, and product innovations in its mobile Philippines, Makati Business Club, Management Association
business. Under Mr. Cus visionary leadership, Globe has of the Philippines, and Philippine-Singapore Business Council.
outperformed industry growth with the company breaking Mr. Zobel is a Board member of the National Museum, Caritas
records across all key product groups, brands and market Manila, the foundation of the Roman Catholic Church,
segments, now recognized as the number 1 mobile brand in the Pilipinas Shell Corporation, and Pilipinas Shell Foundation.
country. In 2015, Mr. Cu was named Best CEO by Finance Mr. Zobel holds a liberal arts degree from Harvard College
Asia for the second time, the last one in 2010. Moreover, for and a Certificate in International Management from INSEAD,
the third year in a row, he was recognized as one of the 100 France.
most influential telecom leaders worldwide by London-based
Global Telecoms Business Magazine Power 100. In 2014, Directorship in other listed companies: Ayala Corporation;
Mr. Cu was honored as the Telecommunications Executive of Bank of the Philippine Islands; Ayala Land, Inc.; Manila Water
the Year by the International Business Awards (Stevies). Mr. Company; and Integrated Micro-Electronics, Inc. All listed on
Cu also earned international accolade in 2012 as CEO of the the Philippine Stock Exchange.
Year by Frost & Sullivan Asia Pacific. Prior to Globe, Mr. Cu
was President and CEO of SPi Technologies from 1997 to

LIFESTYLE 53
BOARD OF DIRECTORS

L I F ES T Y L E 54
Gerardo C. Ablaza, Jr. Delfin L. Lazaro
Mr. Ablaza, 62, Filipino, has served as Director since June Mr. Lazaro, 69, Filipino, has served as Director since January
1997. Mr. Ablaza is currently the President and CEO of 1997. His other significant positions include: Chairman
Manila Water since June 30, 2010 where he is responsible for of Philwater Holdings Company, Inc., Atlas Fertilizer &
overseeing the financial and operational growth within Manila Chemicals Inc., Chairman and President of AC Energy
Waters service areas in the Metro Manila east zone and in its Holdings, Inc. (formerly Michigan Power) and A.C.S.T.
expansion areas. He is a Senior Managing Director of Ayala Business Holdings, Inc.; Director of Ayala Corporation, Ayala
Corporation and a member of the Ayala Group Management Land, Inc., Integrated Micro-Electronics, Inc., Manila Water
Committee, a post he has held since 1998. Mr. Ablaza also Co., Inc., Ayala DBS Holdings, Inc., Probe Productions,
serves as director for subsidiaries of Manila Water both local Inc. and Empire Insurance Company; and Trustee of Insular
and international, including Manila Water Philippine Ventures, Life Assurance Co., Ltd. He was named Management Man
Inc., Boracay Island Water Company, Inc., Laguna AAA Water of the Year 1999 by the Management Association of the
Corporation, Manila Water International Solutions, Inc., Clark Philippines for his contribution to the conceptualization and
Water Corporation, Manila Water Total Solutions Corporation, implementation of the Philippine Energy Development Plan
Manila Water Asia Pacific Pte. Ltd., Manila Water South Asia and to the passage of the law creating the Department of
Holdings Pte. Ltd., Kenh Dong Water Holdings Pte. Ltd., Energy. He was also cited for stabilizing the power situation
Thu Duc Water Holdings Pte. Ltd, and North-West of Saigon that helped the country achieve successive high growth levels up
Holdings Pte. Ltd. He is also a member of the Board of to the Asian crisis in 1997. Mr. Lazaro earned his Bachelor of
Trustees of the Manila Water Foundation, Inc. He also serves Science in Metallurgical Engineering from the University of the
as director for Hochiminh City Infrastructure Investment Joint Philippines, and his Masters of Business Administration (with
Stock Company, Azalea International Ventures Partners Ltd., distinction) from the Harvard Graduate School of Business.
Asiacom Philippines, Inc., LiveIt Investment Ltd.; AC Energy
Holdings, Inc., Purefoods International Ltd., A.C.S.T. Business Directorship in other listed companies: Ayala Corporation;
Holdings, Inc., AC Intrastructure Holdings Corporation and Ayala Land, Inc.; Integrated Micro-Electronics, Inc.; and
Ayala Retirement Fund Holdings, Inc. He is also a member Manila Water Company. All listed on the Philippine Stock
of the Board of Trustees of Ayala Foundation, Inc. From April Exchange.
1998 to April 2009, Mr. Ablaza was the President and CEO of
Globe Telecom, Inc. He was also the Chairman of the Board
of Directors of Innove Communications Inc., a wholly owned
Mark Chong Chin Kok
subsidiary of Globe Telecom Inc. from October 2003 to April
2009. Before joining the Ayala Group, Mr. Ablaza was Vice- Mr. Chong, 52, Singaporean, previously served as a Director
President and Country Business Manager for Philippines and for one year, from 6 October 2009 to 8 October 2010. He
Guam of Citibank, N.A. for its Global Consumer Banking was elected again as Director at the Annual Stockholders
Business (1994-1997), Vice President for Consumer Banking Meeting on 16 April 2013. Mr. Chong was appointed
of Citibank, N.A. Singapore (1994-1995). In 2004, Mr. CEO of International, Group Consumer, of Singapore
Ablaza was recognized by CNBC as the Asia Business Leader Telecommunications Limited (Singtel) on 14 January 2013 to
of the Year, making him the first Filipino CEO to win the oversee the growth of Singtel Groups international affiliates,
award. In the same year, he was awarded by Telecom Asia as strengthen its relationship with overseas partners, and drive
the Best Asian Telecom CEO. In 2013, he was recognized for regional initiatives for scale and synergies. Prior to this
his consistent leadership and innovation across the banking, appointment, he was Chief Operating Officer of Advanced
investment, telecommunications and utility service industries Info Service Plc (AIS), the Groups associate in Thailand, in
through the Citi Distinguished Alumni Award for Leadership charge of sales and marketing products, network operations, IT
and Ingenuity. He is the first and the only Filipino to be solutions, customer and services management. He has also held
awarded with such an honor. Mr. Ablaza graduated summa cum senior executive roles in the Consumer, Enterprise and Network
laude from the De La Salle University in 1974 with a degree groups in Singtel. Mr. Chong graduated with a Bachelor of
in Liberals Arts, Major in Mathematics (Honors Program). As Electronics Engineering and Master in Research in Electronic
one of the most accomplished graduates of his alma mater, he Systems from ENSERG, Grenoble, France and obtained
sits as a member of the Board of Trustees in various De La Salle his Master of Business Administration from the National
schools in the country. University of Singapore. He is also a senior fellow with the
Singapore Computer Society.
Mr. Ablaza is a Director of Manila Water Company, Inc.,
listed on the Philippine Stock Exchange and Hochiminh City Mr. Chong is a Director of Bharti Infratel, a public listed
Infrastructure Investment Joint Stock Company, listed on the company in India.
Ho Chi Minh Stock Exchange.

LIFESTYLE 55
BOARD OF DIRECTORS

L I F ES T Y L E 56
Samba Natarajan Romeo L. Bernardo
Mr. Natarajan, 50, US citizen, was elected as Director on 7 Mr. Bernardo, 61, Filipino, has served as Director since
April 2015. He is currently the Managing Director of Dig- September 2001. He is Managing Director of Lazaro Bernardo
ital Enterprise of Singapore Telecommunications Limited. Tiu and Associates (LBT), a financial advisory firm based in
In this role, he is responsible for identifying, executing, and Manila. He is also a GlobalSource economist in the Philippines.
operationalising growth opportunities from emerging digital He is Chairman of ALFM Family of Funds and Philippine
Stock Index Fund. He is likewise a director of several companies
and technology trends such as Cloud, Cyber Security, Analyt-
and organizations including Aboitiz Power, BPI, RFM
ics, Internet of Things (IoT), Machine-to-Machine (M2M), Corporation, Philippine Investment Management (PHINMA),
and Anything-as-a-service that are rapidly changing the way Inc, Philippine Institute for Development Studies (PIDS),
enterprises (B2B) and their customers (B2B2C) interact and BPI-Philam Life Assurance Corporation, National Reinsurance
collaborate in their everyday lives. Prior to this, he was a Corporation of the Philippines (NRCP) and Institute for
Partner with McKinsey & Co., where he most recently led the Development and Econometric Analysis. He is a member of the
Telecoms, Media and Technology (TMT) practice for South Philippine World Bank Advisory Group and a member of the
East Asia, with 15 years of management consulting experience Panel of Conciliators of the International Centre for Settlement
in North America & Asia. He had deep advisory and coun- of Investment Disputes. He previously served as Undersecretary
seling relationships with boards, CEOs and management teams of Finance and as Alternate Executive Director of the Asian
across leading telecom service providers, sovereign wealth funds, Development Bank. He was an Advisor of the World Bank and
the IMF (Washington D.C.). Mr. Bernardo holds a degree in
regulators in South East Asia (including Singapore, Indonesia,
Bachelor of Science in Business Economics from the University
Malaysia, Philippines), and Australia. Mr. Samba also has of the Philippines (magna cum laude) and a Masters Degree in
wide range of advisory experience on issues of strategy, growth, Development Economics at Williams College from Williams
portfolio optimization, regulation, commercial, M&A due dili- College in Williamstown, Massachusetts.
gence, organization and internal process improvements. He has
been invited to moderate at CommunicAsia, including at the Directorship in other listed companies: Aboitiz Power; Bank
Inter-Ministerial Forum involving a panel of several ministers of the Philippine Islands; RFM Corporation; and National
and CEOs of telecoms in Asia. Mr. Natarajan also has more Reinsurance Corporation of the Philippines. All listed on the
than eight (8) years of prior experience in banking & invest- Philippine Stock Exchange.
ment services, with significant operational experience in setting
up offshore operations and developing a new range of invest-
ment products. From 1988 to 1996 he was connected with
Citibank, New York/Chicago handling investment products for
offshore clients, International Client group; Citibank, Mumbai/
Chennai handling Core Banking Operations, Off-shoring and
Outsourcing; Citibank, Singapore /Manila handling Business
Development, for Non-Resident Indian New Markets (Asia).
Mr. Natarajan graduated with a Bachelor of Engineering, Major
in Electrical Engineering (EE), summa cum laude equivalent
from the Birla Institute of Technology & Science, Pilani, India
and obtained his Post Graduate Diploma in Management at
Indian Institute of Management. Ahmedabad. Mr. Natarajan
holds an MBA degree, Dual Major in Strategic Management &
Finance from The Wharton School, University of Pennsylvania,
where he was a Palmer Scholar and a Ford Fellow.

Mr. Natarajan is not a Director of any other listed company.

LIFESTYLE 57
BOARD OF DIRECTORS

L I F ES T Y L E 58
Saw Phaik Hwa Rex Ma. A. Mendoza
Ms. Saw, 61, Singaporean, was elected as Director on 7 April Mr. Mendoza, 53, Filipino, was elected as Director on 8 April
2015. She was the Group CEO of Auric Pacific Group, listed 2014. He is the founder and Managing Director of Rampver
on the Mainboard of the Singapore Exchange, which has diverse Financials, a financial services firm and the leading non-bank
business interests ranging from distribution of fast moving mutual funds distributor in the country. He was previously
consumer food, food manufacturing and retailing, management the Senior Adviser to the AIA Group CEO for Marketing and
of restaurant and food court operations to other strategic Distribution. AIA Group Limited is the leading Pan-Asian
investments including fund investment. The Group operates insurance company and is the parent firm of the Philippine
in various countries throughout Asia including Singapore, American Life and General Insurance Company (Philam Life).
Malaysia, Indonesia, Hong Kong and China. Ms. Saw will be Prior to this position, he was the President and Chief Executive
retiring as its CEO effective from 1 May 2015 but will remain Officer of Philam Life, Chairman of The Philam Foundation,
as a consultant with the Lippo Group of companies, and will Inc. and Vice Chairman of BPI Philam Life Assurance
continue to advise the Group on various matters. Ms. Saw is Company. Prior to rejoining Philam Life, he was Senior Vice
also a Director of Hour Glass Limited. Prior to this, Ms. Saw President and Chief Marketing and Sales Officer of Ayala
was the President and CEO of SMRT Corporation Ltd between Land, Inc. He was also Chairman of Ayala Land International
December 2002 to January 2012, Singapores first multi- Sales, Inc., President of Ayala Land Sales, Inc., and Avida Sales
modal public transport service provider. During her tenure, Corporation. He currently serves as Director of The Freeport
she had enhanced the public travel experience in Singapore by Area of Bataan, Esquire Financing, Inc., Seven Tall Trees
introducing commuter-centric initiatives and adding lifestyle Events, Inc., and the Cullinan Group. He has a Masters Degree
conveniences at stations to make public transport a choice in Business Management with distinction from the Asian
mode of travel for all. She also was instrumental in broadening Institute of Management and was one of the 10 Outstanding
SMRTs geographical footprint as well as establishing SMRTs Graduates of his batch at the University of the Philippines
presence overseas with the opening of offices in the Middle where he obtained a BSBA degree with a double major in
East and China which serve as springboards to opportunities marketing and finance. He was awarded Most Distinguished
in those regions. For the period 1984 to 2002, Ms. Saw was Alumnus of the University of the Philippines Cesar E.A. Virata
the Regional President in charge of businesses in Singapore, School of Business last December 2013. He is also a fellow
Indonesia, and Malaysia for DFS Venture Singapore. Ms. Saw with distinction at the Life Management Institute of Atlanta,
holds a Second Upper Class Honours in Biochemistry from Georgia, USA, a Registered Financial Planner and a four-time
the University of Singapore and has attended the Advanced member of the Million Dollar Round Table. Mr. Mendoza was
Management Programme, University of Hawaii. a professor of Marketing and Computational Finance at the
De La Salle University Graduate School of Business. He taught
Ms. Saw is a Director of Hour Glass Limited, listed on the strategic marketing, services marketing and services strategy. He
Singapore Stock Exchange. has served as Chairman of the Marketing Department and was
awarded as one of the Universitys most outstanding professors.
Manuel A. Pacis
Mr. Mendoza is not a Director of any other listed company.
Mr. Pacis, 71, Filipino, has served as Independent Director
since April 20111. He was formerly a Vice President for Finance
of the Procter & Gamble Company (P&G) in Cincinnati, Ohio
and was named Vice President-Comptroller, Internal Controls
of P&G Worldwide. As such, among his many functions and
responsibilities included leadership for financial auditing,
accounting, financial and strategy management of the company.
He held positions of increasing responsibility in the Philippines,
the US, Mexico, China, and Japan including Chief Financial
Officer of P&G Asia, and a Global Business Unit (GBU). He
also served as Vice President for Internal Controls Worldwide
and Financial Systems Worldwide at P&G. His wide-ranging
experiences throughout his business career have included
leadership roles in corporate governance, strategic planning,
internal audit, management systems / IT, M&A, joint ventures,
and finance & accounting. Mr. Pacis graduated with a Bachelor
of Business Administration (BBA), magna cum laude, from the
University of the East in 1963.
1
SEC Memorandum Circular No. 9, series of 2011 sets the term limit for independent directors, effective
Mr. Pacis is not a Director of any other listed company. January 2, 2012. Mr. Pacis has served the company as independent director for three years and 11 months, and
remains qualified to serve the company as such.

LIFESTYLE 59
on continuity and consistency
Risk
RISK MANAGEMENT
G4.2, G4.14, G4.45, G4.46

G
lobe Telecom believes that effective Risk Management Given the overlapping oversight functions of the various
(RM) practices are crucial to sustaining our committees, and to enable an integrated and holistic approach
profitability and resiliency as a company. Hence, we to RM oversight at the Board level, the Board has designated
ensure that RM remains a core capability and an integral part of the Audit Committee as the overall consolidator of risks for
how decisions are made in the organization to deliver value to all the committees. The Audit Committee regularly reports to
our shareholders. the Board of Directors on our RM efforts, thus, providing the
We live out our RM philosophy via three key pillars, Board with a more coordinated and effective review of risks
Culture, Structure, and Process. across the company and assurance over our overall RM. To that
Culture We strive to build a risk aware culture by effect, the Audit Committee functions as a separate level risk
setting appropriate tone at the top, defining clear committee.
accountability for risks, espousing transparency and
timeliness in sharing risk information, enabling risk- Management
adjusted decisions, recognizing appropriate risk-taking With guidance provided by the Board, our management is fully
attitudes, and embedding the right risk skills across the responsible for decision-making over the day-to-day affairs of
organization. Globe including the design, development, and implementation
Structure We strive to establish an organizational of the RM strategies, policies, and systems intended to address
structure that supports strong corporate governance, the identified risks.
clearly defines risk-taking responsibility and authority,
facilitates ownership and accountability for risk-taking, Chief Risk Executive
and ensures proper segregation of duties. The President and Chief Executive Officer (CEO) acting as the
Process We strive to institutionalize sound Chief Risk Executive (CRE) is ultimately responsible for ERM
processes that facilitate the identification, assessment, priorities, including strategies, tolerances and policies which he
quantification, mitigation, management, monitoring, recommends to the Board for approval. The CRE:
and communication of risks at the enterprise and Acts as the final enforcer of the ERM process
operational level. We also strive to review our RM Establishes organizational structure, assigns authority,
processes and policies on a continuing basis to and designates management of key risks to Risk
ensure that we remain robust and relevant, through owners to ensure that the RM activities are carried out
benchmarking against industry and global best practices. effectively
Reviews the continuing effectiveness and relevance
Roles and Responsibilities of the ERM framework, processes, organization, and
Board of Directors tolerances, as assisted by the Chief Risk Officer
The Board of Directors oversees and conducts an annual Ensures that RM activities are linked to the Risk owners
review of our material controls, covering operational, financial, Key Result Areas
and compliance areas and overall RM systems. The overall
responsibility for our RM oversight rests with the Board. To
enable the Board to effectively discharge our RM function,
various Board committees have been designated to provide RM
oversight for specific risk areas.

L I F ES T Y L E 62
board risk management oversight
EXECUTIVE COMMITTEE AUDIT COMMITTEE FINANCE COMMITTEE
Provides oversight on corporate Provides oversight on financial Provides oversight on the
strategic risks, technology, and reporting risks Company's financial risk
operational risks Provides oversight on operational management including risks
Provides guidance in setting up risks, specifically on financial related to capital structure,
integrated and cross-functional risk statements and reporting, acquisitions, divestments, treasury
management systems and controls internal controls, legal or activities, tax strategy, and
infrastrusture regulatory compliance, corporate compliance
Reviews, jointly with management, governance, risk management,
the adequacy of risk management and fraud
processes for strategic, operational, Consolidates risks for all
and technology risks committees for Board review

Chief Risk Officer The CRO reports quarterly to the Board through the Audit
The Chief Finance Officer (CFO) and concurrent Chief Risk Committee regarding our critical risks and key mitigation
Officer (CRO) supports the CRE at the Management level. The strategies.
CRO ensures that:
Risk Management processes and activities are embedded Enterprise Risk Management Services Division
in policies, business cycles, and operational decisions The Enterprise Risk Management Services Division (ERMSD),
Responsibilities for managing specific risks by Senior headed by a Risk Management Program Officer, supports the
Management are clear CRO in undertaking his role. Key functions of the ERMSD
The level of risk accepted by the company is appropriate include:
An effective control environment exists for the company Developing and implementing programs to embed RM
as a whole discipline in the organization
The Audit Committee and the Board are provided Facilitating Senior Managements annual risk assessment
periodic information on the results of the annual exercise and reporting the results thereof
risk assessment exercise, status of top risks, key Coordinating with Risk owners to gather updates on
risk mitigation activities, key risk and performance the status of risks and Risk management/mitigation
indicators, and emerging risks that could impact the activities
attainment of our objectives Facilitating the execution of Line Managements risk and
controls assessment exercise through the Operational
Risk Management program

LIFESTYLE 63
Internal Audit appropriately managed. This process includes a review made
The Internal Audit Team provides assurance on the effectiveness by Senior Management, and a review by the Business Unit and
of RM systems and processes. Internal Audits examinations Functional Group Level Leaders. Senior Management monitors
cover a regular evaluation of adequacy and effectiveness of RM enterprise level risks such as strategic risks, major program risks,
and control processes encompassing the companys governance, and regulatory risks while the business unit and group level
operations, information systems, reliability and integrity leaders monitor the operational, legal, and project risks.
of financial and operational information, effectiveness and Our key RM activities include:
efficiency of operations, safeguarding of assets and compliance Identification of top enterprise risks
with laws, and rules and regulations. Prioritization of risks based on the degree of impact to
business objectives and the likelihood of occurrence
Risk Owner Scenario and mitigation planning
The Risk owner has overall accountability for the assigned risk/s Business continuity planning
and is granted authority to enable effective management of a Crisis planning and management
particular risk. The Risk owners function also includes: Program risk management
Understanding the risk/s and determining its drivers Monitoring and reporting on the status of risks and
Planning for and executing appropriate RM strategies corresponding RM plans
and plans Identification, assessment and management of
Securing required resources needed to effectively manage operational risks by line management
the risks Establishment of operational risk thresholds for
Monitoring and reviewing the level of risk exposures and monitoring
continuing relevance of RM strategies and plans An enterprise wide assessment of risks is performed by
Providing timely updates on the status of RM activities Senior Management and key leaders as part of our annual
to concerned stakeholders planning and budgeting process, which are reported to and
reviewed by the Board. This assessment focuses on identifying
Risk Management Approach the key risks that threaten the achievement of our business
The ISO 31000 framework for Risk Management is used as the objectives at corporate and business unit level, as well as
basis for our ERM process. The established processes also ensure the assignment of risk owner/s and development of plans
that compliance processes and procedures are effectively guided in managing such risks. The established strategies and plans
by the RM policy. to address the risks are continuously developed, updated,
Globe has institutionalized a process to closely monitor improved, and reviewed for effectiveness. On a regular basis,
the RM plans and actions being taken to address critical Senior Management discusses the current risk levels and status
risks, including the establishment of key risk indicators and of implementation of mitigation plans.
key performance indicators to ensure that critical risks are

L I F ES T Y L E 64
We also established an Operational Risk Management Political and Socio-Economic Risks
(ORM) program which is a coordinated end-to-end process to Our growth and profitability may be influenced by the overall
identify, assess, treat, monitor, and report operational risks for political and economic situation of the Philippines. Any
effective and informed business decisions. Management believes political instability in the Philippines could negatively affect the
that ORM is an essential foundation for a strong ERM process countrys general economic conditions which, in turn, could
as it reinforces the lines of defense against key operational risks. adversely affect our business, financial condition or results
Senior Management is apprised of the results of ORM reviews, of operations, including the ability to enhance the growth of
particularly, the most significant risks for inputs on strategies its customer base, improve its revenue base, and implement
and action plans and guidance on issues needing further review. its business strategies. The change of administration in the
When necessary, we seek external technical support to aid upcoming national and local elections poses uncertainties which
our Management and Board in the performance of their duties may or may not have a negative impact on our operations.
and responsibilities including RM. A regular environmental scanning exercise is performed
to ensure the identification of any uncertainties arising
Globe Principal Risks from political and socio-economic factors. This is to enable
The achievement of our key business objectives can be affected management to implement appropriate risk mitigation plans.
by a wide array of risk factors. Some of these risk factors are
universal such that these affect not only Globe but also other Financial Markets Risk
businesses within and outside the telecommunications industry, Foreign Exchange Risk
including minority shareholders and other stakeholders. The Exposure to foreign exchange risks remains a risk to Globe.
risks vary widely and the occurrence of some are beyond Our foreign exchange risk results primarily from movements of
our control. There may also be risks that are either presently the Philippine peso against the US dollar (USD) with respect to
unknown or not currently assessed as significant, which may our USD-denominated financial assets, liabilities, revenues, and
later prove to be material. However, we aim to mitigate the expenditures.
exposures through appropriate RM strategies, strong internal There are no assurances that declines in the value of the peso
controls and capabilities, close monitoring of risks and will not occur in the future or that the availability of foreign
mitigation plans. The section below sets out the principal risk exchange will not be limited. Recurrence of these conditions
types: may adversely affect our financial condition and results of
operations.

LIFESTYLE 65
Interest Rate Risk We continue to assert our market position through the
In order to fund our major expenditures, Globe has entered in launch of innovative products and services that are relevant
various short and long-term debt obligations, which exposes us and responsive to the needs of the customers and focusing on
to the risk of changes in interest rates. superior customer experience. We also partner with leading
Our exposure to interest rate risk and currency risk are providers of content, mobile messaging, social media, and other
being managed by: popular applications in order to provide products and services
Using a mix of fixed and variable rate debt, targeting a that anticipate and cater to shifting customer preferences.
defined debt-to-equity ratio
Entering into interest rate swaps, in which we agree to Customer Preference and Technology Shift Risk
exchange, at specified intervals, the difference between Our ability to recognize and quickly respond to changes in
fixed and variable interest amounts calculated by customer preferences by upgrading our existing infrastructure
reference to an agreed-upon notional principal amount and systems may impact our competitiveness in the
Using a combination of natural hedges and derivative marketplace.
hedging to manage its foreign exchange exposure Mobile data applications and the rising popularity of
We also regularly evaluate our projected and actual cash smartphones and mobile and connected devices are key
flows and continuously assess conditions in the financial contributors to the explosion of data traffic. This phenomenon
markets for opportunities to pursue fund raising activities, in will eventually put a strain on our network capacity as well
case any requirements arise. as the supporting back-end systems impacting customer
experience negatively.
Competition Risk Our business, product and technical teams continue
Traditional Competition to keep abreast of the latest innovations and trends in
Competition remains intense in the Philippine telecommunications technologies, devices, and gadgets.
telecommunications industry amidst a maturing mobile market The information and insights gathered are considered in the
and high growth data business. We continue to play against roadmap of future products and services and our network
an incumbent operator seeking to dominate the market with and IT infrastructure evolution. Proper timing of investments
aggressive offerings through affordable pricing/plans and in technology and infrastructure always consider its strategic
attractive product/device bundles and prepare ourselves for implications, velocity of technology cycles, and customer
a new entrant who wants a piece of the growing mobile data adaption.
market by offering cheaper services. Globe will be enhancing our data network by deploying
new mobile and data technologies, increasing our network
Alternative Competition capacities and coverage and modernizing the fixed line data
The competitiveness of the industry is further underlined by infrastructure.
cheap alternatives to communication such as instant messaging,
social network services, voice over internet protocol, among
others, accelerated by the increasing market penetration of
smartphones and internet-capable mobile devices.

L I F ES T Y L E 66
Change Program Risk Damage to our reputation and erosion of brand equity
Globe is in the process of transforming our businesses and could also be triggered by the inability to swiftly and adequately
such changes permeate into our Network and IT systems handle negative social media sentiments on our products
and supporting processes. Crucial changes in our network and services triggered by various factors such as unfavorable
infrastructure are being pursued mainly to improve network customer experience, among others.
quality, anticipate the surge in voice and data traffic, decrease Regular process effectiveness and efficiency reviews on
total cost of ownership and make the network robust enough existing customer impacting processes are being conducted to
to meet future needs. IT transformation programs are set to identify and address existing gaps, thus minimizing exposure to
re-engineer our IT systems and key processes to enhance our reputational risks arising from problem areas. Front line staff are
ability to deliver superior customer experience and understand regularly trained to enable them to effectively handle customer
what our customers value, while being able to roll out products cases. On the other hand, close monitoring of customers online
to the market in a more efficient and effective manner. sentiments is being performed to quickly detect customer issues
Should our ambitious and complex transformation being surfaced in social media and be able to manage them early
programs fail to achieve the desired outcomes, we could on.
ultimately lose market share thus impacting our financial
results. Regulatory Risk
We have institutionalized the appropriate program We are regulated by the NTC for our telecommunications
governance organizations with senior management oversight business, and by the SEC and the BSP for other aspects of our
and accountability to ensure program risks are properly business. The introduction of, changes in, or the inconsistent
considered and managed with the end objective of improving application of laws or regulations from time to time, may
customer experience. We ensure that a competent program materially affect our operations, and ultimately our earnings
office and project organization is in place for major change which could impair our ability to service debt. There is no
programs. Supporting processes have been established to closely assurance that the regulatory environment will support any
monitor and provide a venue for regular progress updates, increase in our business and financial activity.
alignment of efforts, discussion of critical implementation issues The government recently formed the Philippine
and challenges, and help ensure successful execution of our Competition Commission (PCC) whose primary mandate is to
change programs. level the playing field among businesses and holds the power to
penalize anti-competitive agreements, mergers and acquisitions,
Reputational Risk and abuse of market dominance. This development creates
We are recognized as one of the Philippines top companies uncertainties in the industry that may have an impact on our
providing innovative services and delivering superior customer market position.
experience while maintaining a socially responsible business. We manage our regulatory risks through regular monitoring
We are exposed to reputational risks which may result from our of regulatory rulings especially those that could negatively
actions or that of our competitors; indirectly due to the actions impact our businesses and proactive engagement with the
of an employee; or consequently through actions of outsourced regulators.
partners, suppliers, or joint venture partners.

LIFESTYLE 67
Human Capital Risks Compliance Risks
We are exposed to risks in staffing our critical functions with Revenue Leakage
competent management and technical expertise. Our greatest We are inherently vulnerable to revenue leakage with the
asset is our people and our success is largely dependent on dynamic changes in networks and IT systems and the multitude
our ability to attract highly skilled personnel and to retain of its service/bundle/plan offerings given the pace at which new
and motivate our best employees. Our people is the glue that offers are launched in the market.
brings everything together which is why it is crucial to ensure We continuously improve controls in our revenue assurance
that we are able to acquire the right people and enhance their processes in order to prevent and/or detect cases of revenue
exceptional abilities further. leakages. Prior to the launch or cut-over of new products,
Various people-related programs designed to engage and services, and new systems, appropriate revenue assurance
motivate employees are being implemented in order to retain controls are already embedded in system capabilities and
and attract key talents. We also conduct an annual survey manual processes.
to determine the level of employee engagement across the
organization. Below norm employee engagement criteria Fraud
are analyzed to determine employees key concerns, and We run the risk of falling victim to fraud perpetrated by
correspondingly, implement programmed interventions to unscrupulous persons or syndicates either to avail of free
address such concerns and ensure sustainable engagement. services, to take advantage of device offers, or defraud our
customers. With the increased complexity of technologies,
Organizational Agility Risk network elements, and IT infrastructure, new types of fraud
Leading the digital lifestyle for our customers and diversification that are more difficult to detect or combat could also arise.
of our business portfolio is critical to maintain our market This risk also involves irregularities in transactions or activities
competitiveness. Failure to drive the entire organization to executed by employees for personal gain.
quickly adapt work practices and make the right shift in skills We have institutionalized processes and built capabilities
and competencies necessary for us to lead in the digital space that enable the early detection, close monitoring, and timely
and forge into adjacent spaces may lead to missed business reporting of various instances of fraudulent activities.
opportunities.
We have initiated cultural change programs that focus on Business Disruptions
customer centricity and innovation. Opportunistic hiring of The quality and continued delivery of our services are highly
talents required for innovation and new investment areas are dependent on our network and IT infrastructure which are
also carefully considered. Further, through Kickstart Ventures, vulnerable to damages caused by extreme weather disturbances,
we invest in building to scale, the technical foundation of natural calamities, fire, acts of terrorism, intentional damage,
digital and tech start-up businesses operating in the Philippines. malicious acts, and other similar events which could negatively
We continue to build the right leadership structures and system impact the attainment of revenue targets and our reputation.
team that will support an agile, future-ready, and customer- We are enhancing our incident and crisis management plans
centric organization. and capabilities and have incorporated disaster risk reduction
and response objectives in our business continuity planning.

L I F ES T Y L E 68
Cyber Threats
The cyber security landscape is rapidly evolving and users
are heavily relying on digitized information and sharing vast
amounts of data across complex and inherently vulnerable
networks. This exposes us to various forms of cyber attacks
which could result in disruption of business operations, damage
to reputation, legal and regulatory fines, and customer claims.
New technologies and systems being installed in the
name of advanced capabilities and processing efficiencies may
introduce new risks which could outpace the organizations
ability to properly identify, assess, and address such risks.
Further, new business models that rely heavily on global
digitization, use of cloud, big data, mobile, and social media
exposes the organization to even more cyber attacks.
We continue to strengthen and enhance our existing
security detection, vulnerability and patch management,
configuration management, identity access management,
events monitoring, data loss prevention, and network/end-user
perimeter capabilities to ensure that cyber threats are effectively
managed.

Data Privacy
In the course of regular business, we acquire personal
information of our customers and retain the same in our
IT systems. Existing laws require that these information be
adequately protected against unauthorized access and/or
disclosure. The risk of data leakage is high with the level of
empowerment granted to in-house and outsourced employees
handling sales and after sales transactions to enable the efficient
discharge of their functions.
Employee awareness on data protection and loss prevention
is reinforced through regular corporate dissemination channels.
Further, employees are made accountable for maintaining
the confidentiality of data handled, including disclosures and
information shared in various social media platforms. Controls
over processes that require handling of customers personal
information are being tightened, coupled with enhancements in
existing security capabilities to prevent compromise of customer
data.

LIFESTYLE 69
keeping the promise of tomorrow
Sustainability
Discussion on Management Approach G4.18

G
lobe is committed to transparent sustainability Finally, the commitment of Globe to key material
reporting and wants to provide information in a sustainability areas is evident through recovery and buy-back
way that is of value to our different stakeholders. initiatives that address Environment indicators, direct financial
Our report has been prepared in accordance with the GRI G4 gains for Economic indicators, robust employee training and
guidelines and is also drawn against the 2030 UN Sustainable engagement programs that address Labor Practice indicators,
Development Goals. diversity at the workplace for Human Rights, multi-channel
We recognize that the economic, social, and environmental platforms to define customer satisfaction and a suite of products
issues that face the world can impact our business and our for digital inclusion that pertain to Product Responsibility, and
stakeholders. We also recognize that our business and the significant community relations programs that answer Society
businesses of our clients and suppliers can affect these same indicators.
issues.
Our report covers each sustainability focus area defined
by the company as its framework that include Care for the Materiality G4.15, G4.18, G4.19, G4.20, G4.21, G4.43

Environment, Care for our People, Positive Societal Impact, In December of 2015, we revisited the important issues
and a Digital Nation. The management approach of economic which are critical and relevant to our operations as well
performance is covered by the Corporate Governance and as our stakeholders. We used a methodology based on the
Management Discussion & Analysis sections. Global Reporting Initiative (GRI) G4 sustainability reporting
Globe has a process in place to help the business identify guidelines to identify and refresh the issues that are material to
its material issues for reporting. Material issues and an update Globe and its key stakeholders.
on the Stakeholder map were defined through the consultancy The issues that emerged from the interviews and workshops
services of ThePurposeBusiness, Ltd founded in Hong Kong. are mapped onto a materiality matrix to help visualize their
The Materiality Analysis and Stakeholder Engagement exercises relative importance to us and our stakeholders. A list of
were done late 2015 and outcome of which will be realized and concerns raised by certain stakeholders which are currently
reported on in 2016. Globe has also improved its reporting this not prioritized by Globe respondents is also presented, which
year by including key issues of interest for each Stakeholder we will continue to address and respond to. This prioritization
group and were plotted with a materiality perspective, following supports our strategic decision-making and directs our
GRI G4 aspects. reporting.

GRI Steps & Principles Methodology


Reviewed our previous stakeholder engagement results; identified objectives and
expectations as well as material changes to business operations; re-categorization of
stakeholder set; identified and scheduled interviews based on the new stakeholder sets
Identification
identified
Stakeholder Inclusiveness, Sustainability
Context, Completeness Globe Senior Leaders as well as representatives of new stakeholder sets identified key
issues through our GRI-referenced worksheet. The worksheet was a list of
GRI-referenced aspects of issues that are material to our sustainability performance

Prioritization Consolidated responses from the Senior Leaders and stakeholders GRI worksheet, and
Materiality, Sustainability Context interviews from stakeholders

Validation Compared prioritization of issues according to Globe and those that are of importance to
Completeness, Stakeholder Inclusiveness stakeholders

Review Feedback and inputs from the process will be communicated back to the Sustainability
Completeness, Materiality working committee and Senior Leaders as part of strategy planning

L I F ES T Y L E 72
1
Stakeholders raised the following issues as their top areas of concern

ISSUES2 DESCRIPTION
Customer Data Protection and Privacy Customer privacy and data losses that may lead to fraud and/or other cyber threats

Economic Impacts and Financial Performance Direct and indirect economic impact on significant locations of operations

Learning and Development Expand the knowledge base of our employees and partners through trainings and lifelong learning

Overall Customer Experience and Service Measure the level of engagement and satisfaction of our customers; how are we addressing their needs

Environmental Responsibility Compliance to various environmental standards of our value chain and our partners

Compliance to laws designed for regulating anti-competitive behavior, anti-trust, or monopoly practices;
Responsible Business Operations managing risks of incidents of corruption within and outside the organization
Occupational health and safety of our people and our frontline and service vendor partners; as well as our
Health & Safety customers

Human Rights Equal opportunities for all; mitigating forced and child labor throughout the operations

Employee Welfare People engagement with the company by looking into compensation, benefits, etc.

Community Development and Public Service Local community engagement, impact assessment, and development programs

Product & Service Labelling Accessible and adequate information on products and/or services that will make informed purchasing choices

Efficiency of our network infrastructure in terms of quality, reliability, coverage, connectivity, and accuracy in
Network Investment terms of billing and usage
Vendors contracted by the organization compliance to environmental, social, labor, and human rights policies
Responsible Supply Chain Processes and practices
Transparent disclosure of all information, especially on products and/or services, so as not pose a risk to reputa-
Company & Brand Reputation tion, customer loyalty, and satisfaction
Readiness, in terms of preparedness and response, of the company toward our people and customers during
Disaster Risk, Response and Preparedness disaster
2
Issues are not based on any prioritization or ranking

LIFESTYLE 73
Stakeholder Engagement G4.24, G4.25, G4.26, G4.27 result, stakeholders were now grouped into eight categories:
Due to the shift in the behavior of our stakeholders, we decided customers, frontline vendor partner, service vendor partner,
to conduct a full stakeholder engagement exercise in 2015. government, parent companies and affiliates, employees, media,
To start off, we revisited the members of our Sustainability and disaster respondents. We took into account the expectations
Working Committee and expanded the representatives from of our stakeholders, whose opinions and inputs we carefully
those identified in 2012. The committee then identified their listened to.
respective stakeholders based on their level of influence in terms
of environmental, social, and governance performances. As a

CUSTOMERS

DISASTER MEDIA
RESPONDENTS

FRONTLINE
ka-globe VENDOR
PARTnER

PARENT
COMPANIES/ GOVERnMENT
AFFiLIATES
SERVICE
VENDOR
partner

L I F ES T Y L E 74
Stakeholder
Mode of Engagement Issues How we address them
Group
Program launches Overall customer experience and Experiential press launches like the WWG quarterly
Forums service series
Conferences and meetings Company reputation and citizenship Quarterly investor relations, media briefings, and
E-mail correspondence and updates Public service Annual Stockholders Meeting
Media Focus group discussions Annual Media Excellence Awards in Visayas and
Mindanao
Annual Tatt Awards nationwide
Ayala Group Corporate Communications Council

Customer hotlines and other self-service Network investment Continuous network modernization program
channels and/or touchpoints Company reputation and citizenship Ongoing migration of all line of business into one
Satisfaction and engagement surveys Overall customer experience and business support systems (BSS) platform
Field visits service Expansion of Globe GEN3 Stores
Customers Company product launches Environmental responsibilities Enhancement of self-service channels
Knowledge Management System (KMS)
Service culture program to employees and vendor
partners

Engagement surveys Empowerment and accountability Globe University


Independent development plan Total rewards and benefits Customer First Circle
discussion Engagement activities Internal communication channels
Performance evaluation Learning and development Everyday Leadership program
Ka-Globe Planning, meeting, and/or kick-offs Company reputation and citizenship Quarterly townhalls
Strategy alignment Working relationship Various interest clubs
Ayala ASSIST app, centralized emergency mobile
application

Conference, meetings, and/or electronic Network investment Transparent and timely submission of compliance
dialogue Compliance reports
Government Compliance with laws and regulations Environmental responsibilities Mobile and ICT solutions
Partnerships Internal and external audits (i.e. quarterly network
service test with NTC)

Meetings Disaster preparedness, response and Community-based disaster risk reduction and
risk management management program
Compliance Mobile and ICT solutions
Disaster Nationwide participation of emergency safety drills
Respondents and other disaster-related government initiatives
Participation in the GSMA Humanitarian Connectivity
Charter

Board and committee meetings Economic impact Internationally recognized Enterprise Risk
Parent Management practices
ISO 22301:2012 Societal securityBusiness
Companies continuity management systems
or Affiliates Quarterly investors briefing and Annual
Stockholders Meeting

Meetings and alignment Responsible supply chain process OHSAS 18001: Occupational health and safety
Service Operations review and audit Disaster preparedness, response and standard
Vendor risk management Improved internal procurement process and protocol
In-house service training for vendor partners
Partner
(i.e. Service Culture-Building Programs; Service
Education Program)

Vendor engagement survey Responsible supply chain process Improved internal procurement process and protocol
Townhalls Engagement activities In-house service training for vendor partners
Frontline Learning and development (i.e. Service Culture-Building Programs; Service
Vendor Education Programs for frontliners)
Partner Extend Business Continuity Plan for stores for
regional operations support during disasters

LIFESTYLE 75
Transforming Societies

A
ccording to GSM Associations (GSMA) report, According to the same report, the Philippines has an ICT
Building Digital Societies in Asia, citizens living in a index of 4.0, making it a part of the group of nations tagged
digital society at a more advanced level are connected as Transforming Digital Societies, which include Vietnam,
to disparate industries, institutions, and infrastructure Malaysia, Thailand, and Indonesia. These are nations where
simultaneously over a digital platform, and are able to interact personalized services are available to the customers and are at
with them in new ways that create value for all the parties early stages of interconnectivity among industries, institutions,
involved. With individual access to digital technologies, people and infrastructure. As the leading telecommunications company
are able to get more personalized solutions to their needs while in the Philippines, we understand the need for us to become the
increasing convenience in everything they do. purveyor of the Filipino digital lifestyle and help the country
Asia, the most diverse region in the world in terms of advance as a digital society.
economic and information and communications technology Digital services also have the potential to help solve key
(ICT) development, is home to some of the worlds biggest challenges that Asian countries face. Many of these countries
economies and most connected countries like South Korea and are struggling to cope with mounting social and economic
Hong Kong. In contrast, it also contains a number of countries challenges brought about by rapid population growth, lack of
with low connectivity levels and relatively small economies.

L I F ES T Y L E 76
"Globe should be seen as an enabler of
individuals and institutions to grow and
be successful, stretching itself into new
industries to catalyze success. Because of the
strength of the brand, Globe can educate
and become part of the fabric of social
development, addressing greater good. The
company has to be engaged in the creation
of wealth and value."
Jaime Augusto Zobel de Ayala,
Globe Telecom Chairman "Access to information is now a human
right, and you [Globe] are the vehicle
access to essential services, inefficient utilization of available of this knowledge sharing. You are part
resources, increasing pressure on existing infrastructure and
of society and have to be aware of your
services, and huge humanitarian and economic costs from
natural disasters. Thus, when the United Nations proposed the contributions to society."
17 Sustainable Development Goals in September, we saw the Gamaliel Cordoba, National
opportunity to make a difference and help create a society that
Telecommunications Commission (NTC)
provides a more fulfilling and purposeful life through digital
technology. Commissioner
The future that we envision is one that provides equal
opportunities when it comes to education, employment,
and access to healthcare. Its where people feel safe at home
or at work, and are protected from calamities. Its also where
everyone is free to pursue the things that make them happy,
where everyone lives in a society thats inclusive instead of
exclusive, prosperous instead of wanting, and one that puts
people, profit, and the conservation of the environment in
equilibrium.
Here is a picture of that future. And its a lot closer now
than you might think.

LIFESTYLE 77
Making Healthcare Affordable and Accessible
Ensure healthy lives and promote well-being for all at all ages

months. Calls made from Globe landline phones nationwide


are free while calls from Globe or TM mobile phones are
charged at only P1 per minute. Calls made from non-Globe
landlines within Metro Manila are free while calls from outside
Metro Manila are charged regular NDD rates. Similarly, calls
from non-Globe or non-TM mobile phones are charged regular
cross-network rates.

PATIENT by AGE GROUP

A
ny society that aims to be productive and innovative
relies on healthy citizens. But with under-resourced
public hospitals, poor health infrastructure, costly
medical consultations, and only 70,000 doctors3 serving a 19% 41% 17% 19% 1% 2%
population of some 100 million, providing basic and affordable <18 19-35 36-50 51-70 71+ Unknown

healthcare in the Philippines remains to be an enormous


challenge.
In August, we launched KonsultaMD nationwide, our first
foray into the life services industry. Subscriber of the service
enjoy 24/7 service manned by licensed Filipino doctors that
provide medical assessment, basic healthcare, and permissible
medication over the phone. Genera l Medicine
A sufficient number of doctors is on duty to cover three
shifts to provide advice on cases relating to general and family Pediatrics

health, pediatrics, and general medical inquiries. From its soft


Medica l Injury
launch in July, we have over 16,000 active subscribers and have
answered a total of 951 successful health-related consultations.
OB-Gynecolog y
For as little as P150, Globe postpaid subscribers can enroll
up to four household members to the program. Meanwhile, Ears, Nose, and Throat
prepaid subscribers can enrol themselves for as little as P15 per
week, P60 per month, P120 for two months, or P180 for three

3
Approximate number of registered doctors from Philippine Medical Association

L I F ES T Y L E 78
"Many mobile network operators around
the world have already tried or started to
offer healthcare solutions based on their
local context. KonsultaMD underscores the
role of telecommunications in transforming
the way healthcare is provided worldwide.
Through information and communications
technology (ICT), KonsultaMD will be
able to provide practical solutions in a cost
effective manner while enjoying the benefits
of modern healthcare."
Maridol Ylanan, Global Telehealth, Inc. CEO

KonsultaMD was made possible through our partnership the shortage in the number of qualified radiology technicians
with Salud Interactiva, a company that has been in the around the world, particularly emerging markets like the
telehealth business in Mexico for 20 years. This enables us to Philippines. Kickstart has also invested in Medix, a cloud-
combine our ICT expertise with their industry experience to based clinic management service. Initially designed for dental
create healthcare solutions that will truly benefit Filipinos, practices, it has eventually developed an electronic medical
especially those who lack sufficient access to basic health record platform that's already being used in hospitals and clinics
services. This is only the beginning for us and we are working in the Philippines, in addition to being the system used by the
hard to make our services even better. Ayala Corporation's chain of community clinics called Family
In addition to KonsultaMD, we have made two strategic Doc.
investments in the healthtech sector through our wholly owned
subsidiary, Kickstart Ventures.
First is Lifetrack Medical Systems, which is a digital
healthcare startup that makes radiology readings from x-rays,
CT scans, and MRIs more accessible and affordable through
their unique radiology software platform. This helps address

LIFESTYLE 79
Expanding Avenues of Learning
Ensure inclusive and equitable quality education and
promote lifelong learning opportunities for all

A
nation's economic development depends largely on
the level and quality of education of its citizens. When
they receive better education and achieve higher Global Filipino School Mapping1
levels of learning, they have better chances of moving up the
economic ladder.
Developments in technology, particularly mobile internet 6 gfs luzon
adoption and the availability of affordable data-capable
phones and tablets, have made it easier for both students and
teachers to access a vast library of information previously out
8 gfs visayas
of their reach. Students can go beyond what they learned in
the classroom with just a few clicks. Teachers benefit too, 6 gfs mindanao
because the information they get from the internet can make
for more interesting and enriching lessons. Meanwhile, tablets
and internet-capable phones enable anyone to access the
information they need whenever and wherever possible.
However, figures from the Department of Education
(DepEd) Education Management Information System Division
show that only 12,121 or 25.9% of the country's 46,739 public
11 global filipino teachers
schools have internet access7,800 for elementary schools
and 4,321 for high schools. This means that more than three
quarters of public schools are missing out on the benefits that 32,228 students benefitted
having internet access provides. Lack of adequate infrastructure
is one of the reasons for this, which consequently slows down
the progression of our country's human capital. 781 teachers trained
Globe has been a longtime advocate of education.
This pushed us to give Filipino especially those who are
1
Data is a cumulative figure since 2012
underprivileged yet deserving more access to educational
opportunities through ICT and setting up an environment
that's conducive to learning. Then there is the Global Filipino School (GFS) program.
Text2Teach, in partnership with Ayala Foundation, is our Since 2012, this has transformed select public schools into
first large-scale effort in advancing mobile learning to boost centers of ICT excellence and creates teacher training hubs that
quality education since 2008. Using our network, teachers can aim to increase understanding and effective usage of ICT in the
access, download, and store videos and materials for Grade 5 classroom.
and 6 students in subjects around english, math, science, and As of end 2014, we have transformed a total of 11 schools
values education to their mobile devices and connect it to a into GFS across the country, including Bilar National High
normal TV or a video projector to play the videos to a class. School in Bohol, City Central in Cagayan de Oro City, and
With a wide selection of materials, the program truly makes New Ormoc National High School in Ormoc City; benefitting
significant contribution in the learning of the underserved and estimated 32,000 students nationwide. Through our
schools and communities in the country. To date, there are partnership with the DepEd and selected public schools, we
1,493 Text2Teach recipient schools with 7,465 trained teachers, have been able to provide unparalleled online connectivity, a
benefitting 315,600 students.

L I F ES T Y L E 80
Globe Mobile Laboratory package, and 21st Century Teaching technologies, and resources" among other things.
Methods using ICT in the classroom. Before the year ended, Teachers are also trained on ICT education and project-
we closed a partnership with Ayala Foundation, Inc. to connect based learning through the Global Filipino Teachers (GFT)
nine more schools nationwide into GFS, totaling 20 schools in program so they can maximize the resources provided to their
2015. school. To further extend quality education, mentors impart
The 21st Century Teaching Method is based on P21's their 21st century teaching skills to their peers through the
Framework for 21st Century Learning. This defines and shows GFT lead program. To date, we were able to train 781 teachers
student outcomes or the skills and knowledge that students from the program; 279 were trained by our GFT teachers and
need to succeed in the 21st century, not only in the classroom 502 were trained by our partner Coalition for Better Education
but also in their work, life, and in the society in which they live. (CBE).
Support systems complement these outcomes, which ensure Apart from preparing public schools for 21st century
students master the skills required of them. learning, we also find ways to showcase how technology can
The GFS falls under two student outcomesLearning and make learning even more exciting. In partnership with The
Innovation Skills, and Information, Media, and Technology Mind Museum, we developed a mobile application called
Skills. With Learning and Innovation Skills, students are The Mind Museum App to increase interest in science and
trained to be creative, think critically, communicate, and appreciation toward the different initiatives that The Mind
collaborate in preparation for a more complex work and life Museum accomplishes. Launched during World Teachers'
environments ahead of them. Meanwhile, the Information, Day in October 5, the app features a guide on its 250 different
Media, and Technology Skills outcome helps students use exhibit pieces, questions ranging from K to 12 topics that stir
the wealth of information available to them today more students' curiosity, and do-it-yourself experiments that both
effectively. These outcomes are supported by 21st Century teachers and students can try in the classroom or at home.
Learning Environments, the support system which aims to
provide all students with equal access to "quality learning tools,

LIFESTYLE 81
In addition, Kickstart Ventures donated P1.5 million to the "Education is probably the most impactful
Bonifacio Art Foundation, Inc. (BAFI)The Mind Museum's long-term development goal that technology
parent companyto fund the design, construction, and
management of The Maker Studio Pilipinas. It is an educational
can aid. In terms of relevance, Filipinos
package composed of two components. First is a set of modules place education at the top of their
that encourage individuals seven years old and above to create priorities as a means to equalize access to
and build their own inventions using available resources. Then
there is a mobile maker space where people can access creative
opportunities and lift families from poverty.
learning materials, which can be deployed within or outside the There are also clear opportunities in content
museum. and access, the latter being particularly
Kickstart's donation aims to provide an extraordinary
educational experience that inspires better understanding of addressable through mobile
science by the public, creates engagement, and builds a feeder and broadband infrastructure."
system for tech talent.
Mike Frausing, Globe Senior Advisor of
To push the boundaries in the learning innovation and
transforming the full spectrum of our education systems, Enterprise and IT Enabled Services Group
we launched the Globe Education Solutions suite in 2015.
The suite provides life-long learning by combining our vast Finally, our partnership with Flipside Publishing Services,
infrastructure with solutions provided by top companies in the Inc. can increase adoption of the use of electronic booksalso
education sectorBrightspace of D2L, Educube of Globals, known as e-booksthrough solutions such as conversion,
and Flipside. aggregation, branding, retailing, publishing, and distribution of
Brightspacean integrated learning platformcan increase e-books for the Philippine educational system. We also lent our
student engagement, personalize students' learning experience, support for Flipside in introducing the Philippine Educational
and enable teachers to fine-tune their teaching methods through E-book Reader (PEER), an e-reader app where users can read
data-driven analytics. and buy e-books using their desktop, Android, or iOS device.
Meanwhile, Educube helps school administrators streamline As of end 2015, there are a total of 286 books for sale in the
their business processes using Educube's Enterprise Resource Flipside library (http://flipreads.com) from 78 contributors.
Planning designed specifically for schools. With this kind of We also distributed free collections of over 1,200 e-books with
system built in, schools will be able to automate and integrate 35 different BISAC subject headings to libraries in Manila,
all of their administrative services, including staff and student Caliraya, and Ilocos Norte. In addition, we donated over 250
information, admissions, enrolment, fees management, payroll, digital libraries to 158 academic libraries from schools and
attendance, and grading system. universities and 22 government institution and public libraries
throughout the country through our partnership with the
Philippine Librarians Association, Inc.

L I F ES T Y L E 82
Providing a Healthy and Safe Workplace G4-LA5, G4-LA6

Promote sustained, inclusive, and sustainable economic growth,


full and productive employment, and decent work for all

G
lobe employees are integral to our success as a of our eligible employees took control of their health through
company. We thus put a premium on ensuring availment of their APE. Our in-house health adviser then uses
their health and safety in their place of work and the result of the examination to provide personalized wellness
even outside of it. We do this through our strict adherence to programs to each employee and the quarterly consultations
government's Occupational Safety and Health (OSH) standards that track the progress of the program. In September, we also
and the OHSAS 18001 Occupational Health & Safety introduced a licensed dietician who can guide employees on
Management Systems Standards, as well as a host of other how to eat right based on their specific circumstances. As of end
related programs. 2015, 122 employees engaged with the dietitian and jumpstart
We currently have two OHSAS-certified facilitiesour a healthier lifestyle. Meanwhile, our partnership with Maxicare
Valero office and GTI. However, the same safety practices and ensures that employees get the best in-patient and outpatient
standards apply to our other sites as well. This ensures that we coverage they deserve.
minimize everyone's exposure to risk and accidents, including There are various employee engagement activities as well
contractors, vendors, visitors to our sites, and our employees. to promote the well-being of our employees. Those who are
Weve seen a decrease in incidents, which includes motor vehicle housed in the Globe Tower have access to an indoor gym with
and/or office-related injuries, from regular Globe employees daily specialized classes ranging from Yoga to TRX. As another
because of proactive OHSAS standard implementation and alternative, employees can get special discounts at leading gyms
safety training courses. There are no reported accidents4, fatality, through our partnership with the likes of Fitness First and
and disabling injury in 2015. Gold's Gym. Those who love sports can also join competitions
such as the Ayala Group-wide sportsfest, basketball, and
bowling tournaments.
With regard to safety, we disseminate and make public to
our employees, through our intranet, a Safety, Health, and
number of incidents Environmental Management System (SHEMS) manual that
covers mitigation of operational risks and a proactive approach
2015 2014 to creating a safer workplace, such as correct ergonomics at
work and avoiding serious illnesses. We also assigned and
trained around 15% of our total employees to assess all health
165 221 and safety hazards in the workplace and communities, and
proactively created programs to address these incidents.

health & safety committee members

Our Occupational Safety and Health Policy guide us


2015 2014
in protecting the health and safety of our employees and
the surrounding communities where we operate. Part of
769 696
11% of total 11% of total
implementing this policy is the annual physical examination workforce workforce

(APE) that all employees are required to have. In 2015, 97%

4
Accidents are uncontrolled events that results to lost of days work of employees due to injury

LIFESTYLE 83
training courses
training courses
Defensive
Defensive
DrivingDriving

Defensive
Defensive
DrivingDriving
for off-road
for off-road

Industrial climbing,
Industrial climbing,
hauling and and
hauling roperope
access
access

Industrial first-aid
Industrial first-aid
and basic life support
and basic life support

Water safety
Water safety
and rescueand rescue

Aside from the Health & Safety Committee, regular safety Emergency
Emergency preparedness
preparedness
drills and trainings are also performed to ingrain in each and and response
response for Stores
for Stores
employee best practices and standards that must be followed in
case of an emergency. Throughout the year, we have conducted Articulated
Articulated vehicle:
vehicle:
training courses which spread out in 17 batches with a total of Driving course
Driving course
240 participants composed of our regular employees in 2015.
The most significant drill of the year was our participation
in the Shake Drill led by the Metro Manila Development
Authority held on July 30. It was a Metro Manila-wide
simulation of a 7.2-magnitude earthquake originating from
the West Valley Fault System in the National Capital Region.
A total of 17 sites participated in this drill11 of which are
Globe sites and the remaining six being Bayantel sitesand
involved over 7,000 employees, occupants, and visitors in those
sites. It was the first time this type of drill was conducted on
this scale, and it featured high employee turnout, especially in
The Globe Tower (98%), Globe Telecom Pioneer (94%), and
Valero Telepark (89%).

L I F ES T Y L E 84
Increasing Productivity and Prosperity
G4-EC8, G4-SO2

Promote sustained, inclusive, and sustainable economic growth,


full and productive employment, and decent work for all

M
icro, small, and medium enterprises (MSMEs) Shopify makes e-commerce much easier. Merchants use
provide jobs and more opportunities for financial the platform to manage every aspect of their businessfrom
growth to millions of Filipinos. According to the products to orders to customers, selling online, in retail stores,
Philippine Institute for Development Studies (PIDS), 99.6% and on the go. Accounts have a dashboard that business owners
of enterprises in the Philippines are MSMEs, which employ can use to manage their inventory, track their orders, and
62% of the countrys workforce. A huge majority of these are monitor their sales. We can also link up businesses with other
micro enterprises, comprising 91.55% of the total number of services such as a payment gateway and courier services to
enterprises, followed by small with 7.66%, medium enterprises streamline their operations further.
with 0.40%, and finally large enterprises with 0.39%.
Despite the status of MSMEs as the countrys main
economic driver, many face challenges that usually include the
lack of access to finance, technology, and skills, as well as supply
chain problems. We help them overcome these challenges
through Globe myBusiness, which supplies business owners
with all the ICT tools they need to efficiently run and grow
their enterprises.
First there's myWebsite where MSMEs are able to build
online presence with their own customized website at a price
point suited for small businesses. Their business can now be
search optimized to reach a wider audience. The service comes
with a free 30-day trial.
Meanwhile, the Google Apps for Work suite provides
businesses with essential tools to get their work done, including
a personalized business e-mail on the Gmail platform, Google
Hangouts for video meetings and group messaging, and Physical stores can also start accepting credit and debit card
Google Drive for creating and collaborating on documents, payments with Globe Charge, a card reader that attaches to a
spreadsheets, and presentations over the cloud system. smartphone or tablet. Getting the device is easier too because it
We also help simplify inventory tracking with has fewer requirements, a low service fee, a downloadable app
myShopkeeper which employs a paperless inventory tracking for easy setup, and features next-day deposit to their account.
system. It also creates a centralized dashboard for inventory As it is already a growing expectation, establishments can
and sales transactions organized for the business owners. It can provide WiFi access to their customers with myBusiness WiFi
improve transaction time and efficiency especially for repetitive Hub. It has a built-in printer that generates and prints logins
tasks and can make re-stocking easier with its stock balance and passwords for customers. Up to 20 users can connect to the
feature. WiFi Hub simultaneously, and businesses can choose to provide
When it comes to reducing physical documents, MSMEs access based on either time or volume consumed.
can use Canvas. It's a digital form builder that businesses can To top off all of these tools and features, the Globe
use to create, organize, file, and process documents online that myBusiness postpaid plans also give businesses more flexibility
eliminate paperwork. They can customize their own forms or when it comes to staying connected online through our various
choose from over 16,000 templates to get them up and running data offers. Businesses can get all-day access to app bundles
instantly. through the myBIZ App. They can choose specific bundles for
messaging, shopping, travel, and fitness as deemed fit for their
own needs.

LIFESTYLE 85
Moreover, we find ways in bringing our solutions closer to expanded to serve different types of businesses developers and
entrepreneurs nationwide through events like Globe myBusiness startups to large companies as served by Globe Business.
Day. We held the first one in Cauayan, Isabela, since it is Businesses enjoy a number of benefits when they transition
considered as one of the country's first smarter cities as declared to cloud computing, including considerable savings and
by the Department of Science and Technology (DOST), to increased productivity. This is because this solution offers
enable businesses to avail of our solutions as well as to educate scalability where businesses can adapt immediately to the needs
them on running their business. We pooled different sectors of their customers without upgrading their infrastructure.
and government units for the learning sessions to encourage Meanwhile, productivity is improved as this technology allows
participants to run their own business. The event also featured employees to access files and collaborates wherever they are in
franchising options for people who were still unsure about the the world.
type of business that they want to set up. Events like these not
only help us promote our products, but more importantly boost
the growth of enterprises in regions outside of Metro Manila. "Making these business solutions readily
available to SMEs is a big step to help them
discover new ways to reach their customers
and grow their businesses. In a way, we
are helping them realize that these digital
solutions are not as complex to use but
can actually make their operations more
cost-efficient and reliable over traditional
business processes."
Martha Sazon, Globe Small and Medium
Business Group Senior Vice President
As more organizations adopt new business models related to
mobility, cloud computing, the Internet of Things (IoT), and More importantly, cloud computing addresses the issue
the Internet of Everything (IoE), the enterprise is becoming an of sustainability as it gives businesses the option to forego
amorphous environment. expensive data centers that require considerable energy to run.
Globe Business, through our information and That is why when businesses choose cloud computing, it is
communication technology (ICT) arm, commits to not only they who win, but the environment as well. These
revolutionize and build up Philippine enterprises and environmentally conscious actions can also have an effect on
business organizations through ICT. We help them realize the evaluations conducted by rating agencies, helping boost the
the importance of ICT in making them more efficient and company's image.
productive so they can succeed and expand their reach globally. These are the same benefits that our CloudSolutions
As early as 2011, Globe broke ground as the first product provides to businesses, regardless of their size and scale
telecommunications company to offer infrastructure cloud of operations. They can avail of these services: (a) Infrastructure-
computing solutions in the country. Cloud computing has as-a-Service (IaaS), (b) Infrastructure Services, and (c) Software-
become an important factor for any service that requires as-a-Service (SaaS).
information coming from a digital network. In the past, IaaS helps organizations save up on their file storage costs
this was only limited to private enterprises, but it has since and equipment by using a virtual environment where business-

L I F ES T Y L E 86
critical information can be stored. Doing so enables them to let
go of cumbersome and expensive physical hardware or servers.
Globe enables businesses to use IaaS by providing them with
a Virtual Private Cloud (VPC). Here, our virtual servers are
hosted in our data centers where consumers can store or launch
their own private cloud resources.
This service is flexible as well, because consumers can scale
their own requirements by customizing the service's vCPU,
vRAM, storage, and other components.
Our CloudSolutions also comes with a Dedicated Private
Cloud (DPC) service where businesses can build their
own private cloud by leveraging pre-configured and tested
components. Additionally, the solution also leases customizable
Dedicated Server Hosting to clients.
Then there's our Disaster-Recovery-as-a-Service (DRaaS)
solution. This protects our clients' data and their applications in
case of natural or man-made disasters. We also expanded sustainable livelihood opportunities
On top of IaaS, DRaaS, and SaaS solutions, we also provide for vocational students in collaboration with Educational
Back-up-as-a-Service (BaaS), Google Apps for Work, Microsoft Development Center (EDC), a global non-profit organization
Office 365, Canvas, PayrollCloud, and DocumentCloud which addresses some of the world's most urgent challenges
solutions for businesses that wish to fully utilize cloud in education, health, and international development. Through
computing. EDC's Accelerating Work Achievement and Readiness for
Then there's AdSpark, a Philippine digital solutions Employment (AWARE) program, we hosted 54 technical-
startup and a wholly owned subsidiary of Globe, which vocational students from Benigno Ninoy Aquino High School
helps entrepreneurs tap into their customers online through (BNAHS) and Eulogio "Amang" Rodriguez Vocational
affordable digital marketing and advertising. In 2015, AdSpark School to improve their work readiness by sharing EDC's ICT
acquired social marketing company Socialytics to provide expertise.
better understanding of social media analytics and metrics to Students received five-day mentoring on the latest
improve performance on digital platforms. technologies, shadowed our technicians, and received hands-
LocalUp, formed under the AdSpark and Globe umbrella is on training on various hardware processes, as well as software
a Digital Marketing Agency dedicated to bringing SMEs online. installation. These activities expose the students to new
LocalUp focuses on helping Small & Medium Businesses technologies and develop their knowledge and skills in ICT.
establish themselves in the local digital landscape through To generate additional income opportunities for the BoP,
search optimization and SMS marketing that enable localized we continued with the AMAX caravan in partnership with
and targeted campaigns for their consumers. the Department of Social Welfare and Development (DSWD)
Of course, our work doesn't end there. We continue to through their 4Ps program.
increase productivity at the Bottom of the Pyramid (BoP) Meanwhile, as we further promote the digital lifestyle, we
through our sustainable livelihood program. In 2015, we helped partnered with Kiva, a company with a mission to connect
generate P12.7 million in revenues for the sector, which is people through lending to alleviate poverty, our customers can
about a 92% increase from the previous year, by providing them easily send funds through GCash to people from local micro-
ICT connection, capacity building support and market access. enterprising programs under agriculture, services, food, and
We also enhanced our program strategy and partnered with the retail sector. Beneficiaries of this program include Negros
KIVA and other organizations which contributed to the increase Women for Tomorrow Foundation, BagoSphere, and Paglaum
in revenue. Multipurpose Cooperative, among others.

LIFESTYLE 87
Banking the Unbanked
Promote sustained, inclusive, and sustainable economic growth,
full and productive employment, and decent work for all

L
ack of access to financial services remains a common Since our launch in 2004, GCash has evolved from a
problem among Filipinos. According to Bangko mobile wallet into a digital money transmitting business
Sentral ng Pilipinas (BSP), four out of ten Filipino service. There are 2.32 million GCash account holders who can
adults put aside money to save. Sixty-eight percent of those receive monetary transfer that can either be used for purchase,
who saved money keep their savings at home, 33% saved in to pay for specific things like load and bills, or it can also
banks, 7.5% in cooperatives, and 2.6% in group savings, also be withdrawn in cash from our 7,555 Globe partner outlets
known as paluwagan. As much as 12% of municipalities in the nationwide. There are 1.2 million account holders carded with a
Philippines remain unserved. GCash Mastercard, who enjoy the benefits of cashless shopping
These factors make obtaining credit difficult for the and online purchases on sites where credit cards are usually
unserved and underserved, which is why many are forced to required. The PowerPay+ product simplifies salary disbursement
borrow from informal sources such as family, relatives, and for business owners and handling of employees loans.
friends (62%) and informal lenders (10%). Meanwhile, getting With more Filipinos taking their business online, the lack of
remittances from overseas poses challenges as well due to high secure payment platforms needs to be addressed. Globe Charge
bank transaction costs and the time and effort needed to pick enables businesses to accept credit card payments using a small
up the remittance from outlets. device that can easily be connected to a data-capable phone.
Mynt, a wholly owned subsidiary of Globe Telecom, aims to The system is more convenient than manual point-of-sale
build a unified Globe financial services structure that provides (POS) systems and be activated on public WiFi or a mobile
those financial services that previously were not available to data subscription to operate the service. As of December 2015,
most Filipinos. The continuing shift to a digital lifestyle presents we have 3,110 merchants utilizing the service.
a unique opportunity for us to boost financial inclusion in the
Philippines with the use of mobile technology.

gcash partner outlets


P P unbanked
unbanked cities
cities gcash partner outlets
andandmunicipalities
municipalities1 1
luzon
5,567
0 %0 %NCRNCR 6 %6%CALABARZON
CALABARZON
luzon 5,567
visayas
954
8 %8 %central
central
luzon
luzon 6565% %carcar visayas 954
mindanao
1,034
7171% %eastern
eastern
visayas
visayas
9393% %armm
armm mindanao 1,034
BSP Financial Inclusion in the Philippines 1Q2013
1

L I F ES T Y L E 88
More than a million Filipinos who ride the Light Rail "This move underpins our commitment
Transit (LRT) and Metro Rail Transit (MRT) daily can finally to help drive mobile money adoption
enjoy the combined convenience of paying for their MRT
and LRT fares plus engaging in cashless shopping and bills
by removing barriers between different
payments with the new GCash beep Mastercard. providers. We advocate mobile money
GCash beep Mastercard is the first value-added card to be interconnection to lower cost, increase
beep ready, allowing cardholders to load and pay for their MRT
and LRT trips easily, while maintaining the functionality of
convenience, and formalize cross-border
an ATM and debit card. The tap, swipe, and shop feature also remittance flows."
makes it easy for customers to just tap the card to pay for their John Rubio, Mynt President and CEO
fares, swipe their card for purchases, and even shop online for
apps and online goods. Currently, the beep card can be used
at any of the 33 million Mastercard merchants worldwide, technology, we will provide our customers with instant access to
LRT and MRT lines, and select partner establishments. Since payments, disbursements, e-commerce, insurance, investments,
our launch in October 2015, there are approximately 30,980 and remittances, while also providing an ultra convenient
GCash beep Mastercards sold. and safe way to store and access their funds. By leveraging on
Working with BPI BanKO, we also offer microloans to technology and alternative credit scoring models, we will also
commercial loan programs for entrepreneurs who wants to scale eliminate informal lending and drive loans that are quick and
up their businesses. For the year 2015, we have disbursed easy with affordable rates.
P300 million loans to around 9,000 borrowers. By being the center of our customer's financial lives, we will
Mynt will pioneer initiatives that enables financial services do our part to enable every Filipino's digital lifestyle.
previously not available to most Filipinos. Through mobile

LIFESTYLE 89
Giving Equal Opportunities to All
G4-9, G4-10, G4-11, G4-LA1, G4-LA9, G4-LA12, G4-HR4

Promote sustained, inclusive, and sustainable economic growth,


full and productive employment, and decent work for all

A
t Globe, we promote a culture of collaboration in
diversity, which gives us a significant edge as our EMPLOYEE PROFILE 2015
customers shift to a digital lifestyle. Through this kind
BY AGE
of culture, we are able to draw from a wide range of ideas and UNDER 30 YRS OLD 1,543
experiences that help us shape products and services that are
better suited to what our customers need.
We welcome every employee regardless of their gender, age, 30-50 YRS OLD 5,116
religion, or ethnicity. Our full-time employee of 6,864, 11%
higher than the previous year due to our Bayantel merger, is
almost evenly balanced as 53% are male, while the remaining OVER 50 YRS OLD 205
47% are female. At the board level, one female executive sits
as independent director. In addition, five of our 11 key officers BY region
are female, proof that both men and women receive equal luzon 5,772
opportunities in our organization.
Under the internal employee tiering, Globe recognizes the visayas 656
right of employees to form organization for the purpose of
collective bargaining. In Globe, employees under our collective
bargaining unit (CBU) are part of Globe Telecom Employees mindanao 436
Union - Federation of Free Workers (GTEU-FFW). These
ensure our compliance to the Department of Labor and

L I F ES T Y L E 90
Employment's Collective Bargaining Agreement (CBA). And
part of our CBA, there is a Labor Management Council, a
venue where Management and the Union, discuss and resolve
issues pertaining to productivity, policy, and customer service. A
grievance committee is also established to process any grievance
that may arise from time to time in accordance with the
grievance machinery. We do not discriminate, interfere, restrain,
or coerce any CBU in exercising their right as a member of the
union.

percentage of cbu employees1


2015 2014
volunteering by the numbers
217 359
3.16% of total 5.81% of total
workforce workforce
2,342 unique Globe
employees

Excluding Innove Communications and G-Xchange, Inc.


1
23 singtel and
optus employees

We also look after our employees welfare by offering impact


flexible benefit plans to suit individual needs from healthcare,
security, financial to value-added benefits. As for our part-time
employees, we still treat them as one family. Even though they
58 schools
reached 16 lgus
served 40 ngos
benefitted

do not enjoy the full suite of benefits that a regular employee


can, they are at least covered by statutory benefits. 44 other
other
govt
agencies
govt
agencies
engaged 22,686 beneficiaries1

For a holistic personal development, we also offer


volunteering opportunities to support our employees Data is based on information provided by the volunteers
1

advocacies. Guided by our employee volunteer manual,


they may choose from either activity-based or skill-based giving them a competitive advantage in their area of expertise.
volunteering. Volunteer time-off are provided to enable them to To further strengthen our commitment to this initiative, weve
share in their desire to contribute to social development. come up with new programs and courses in 2015 and renovated
We believe that education is a great equalizer. Every the entire fifth floor of our old office, Globe Telecom Pioneer,
employee is believed to have leadership potential regardless to our very own Globe University. This provides employees with
of their rank and stature. We thus give every Globe employee an environment more conducive to learning, and at the same
access to continuous learning development through Globe time enables us to increase the number of employees we can
University. It develops their leadership and managerial skills, accommodate.

LIFESTYLE 91
"Globe Telecom strongly believes that in order to
Training hours per employee best serve our customers, we should have highly
engaged employees who excel in their own field
EXECUTIVES and heads of expertise. By investing in our people, we are
able to outperform competition, be first in the
12 hours
per
per headcount
headcount
market, and provide customers with the most
20% vs 2014
innovative mobile solutions and
managersand
managers and specialist
specialist and cbus superior customer experience."
senior specialist
senior specialist and cbus
Renato Jiao, Globe Chief Human Resource Officer
1818hours
2525hours
hours
per headcount
hours
per headcount
per headcount
per headcount
127% vs 2014 157% vs 2014
157% vs 2014
127% vs 2014

2015 Sustainable Engagement score1


Anchored on our leadership and functional competencies,
we have introduced five new academiesSales and Marketing, 5% vs Global High Performing Norm
7% vs Global Telecommunication Norm
Technical, Leadership, Professional Development, and
Cultureto build competencies and to accelerate talent pools
89%
89% 4% vs Philippine National Norm
6% vs Ayala Group Philippine Norm
necessary in setting up for the next Globe. This initiative has
resulted in a 120%5 increase in total employee training hours in 1
Towers Watson

2015 compared to 2014, based on the ratio of training hours


per headcount.
At the end of the day, it boils down to engaging our
employees to keep them committed and connected to their
work to give our customers that wonderful experience. We
recognize and reward our employees through spot recognition
and our annual employee awards for a job well done. In 2015,
Globe once again received above norm of an overall sustainable
engagement score of 89%, 2% higher than 2014.
Equality also means that everyone has equal responsibilities
when it comes to upholding the company's values and
reputation. The Globe Code of Conduct remains the guide
of our Board of Directors and all employees, including our
subsidiaries and affiliates in this aspect. This involves practices
such as online resources on whistle-blowing, information
security protocols, and honesty and integrity practices. As
we take cases such as corruption, bribery, and extortion
seriously, we impose sanctions on any employee proven to have
committed such acts.
5
In 2014, ratio of training hours is at 10 hours per headcount; while in 2015,
22 hours per headcount

L I F ES T Y L E 92
Fostering Connectivity G4-EC7

Build resilient infrastructure, promote inclusive


and sustainable industrialization, and foster innovation

O "Globe is committed in investing in and


ver the past years, we have invested in a robust
network infrastructure to enable an enjoyable digital
lifestyle, empower businesses with digital capabilities,
developing its mobile broadband network,
enhance productivity, and make them globally competitive. understanding the needs of a growing
We reached a major milestone in late 2014 when we chunk of our customers for high-speed data
completed our rollout of HSPA+ technology, giving us 100%
3G and 4G coverage across the Philippines. In addition, we connectivity on their mobile devices as they
made strategic partnerships that put the latest broadband continue to build their lives
technology to our customers.
around a digital lifestyle."
Our partnership with Alcatel Lucent has helped further
extend our mobile ultra-broadband infrastructure in the Visayas Ernest Cu, Globe President & CEO
and Mindanao using LTE-TDD and LTE-FDD technologies.
We are also in the process of implementing LTE-CA and unparalleled digital experience. We have since tested it live
LTE-eMBMS technologies, which will increase our bandwidth in our networks 20,000 2G, 3G, and 4G cells, which saw
capacity and allow us to deliver video and multimedia services excellent results and immediate improvement on both drop call
on our LTE network, respectively. rates and our users throughput.
As we foresee an explosive growth in mobile data services In November, we also signed a five-year partnership deal
traffic, Globe became the first operator in the world to deploy with Huawei in a bid to further enhance and expand our
Huawei Technologies SingleSON (self-optimizing network) mobile network. The partnership involves planning and design
solution in March. This will enable us to manage a more of a mobile broadband network utilizing the latest state-of-the-
complex network effectively and provide our customers with art technology trends. The project also involves the creation

LIFESTYLE 93
of a mobile innovation center to yield innovative products APEC National Organizing Council Director General
and solutions that would ensure we maintain our competitive Marciano Paynor sent his commendation for the role we played
edge and leadership in the intensely competitive local in the two-day summit in a letter. "That the delegates were
telecommunications industry. able to effectively utilize communication technology in aid of
We posted one of the highest capex-to-revenue ratio in the substantive discussions made during these meetings was due to
last two years due to our aggressive upgrading and enhancing in large measure to the facilities provided through the expertise,
of our network infrastructure. At a 27% index in 2014, which attention, and assistance of your company."
rose to 28% in 2015, we were investing more compared to the Customers were able to experience world-class internet
local industry averaging only 23% in both years. In Asia, only speeds by providing them with the fastest fiber connection
Chinas capex-to-revenue ratio of 36% in 2015 and 33% in speeds at home at a more affordable price with our Platinum
2014 exceeded those of Globe based on the published financial Broadband Plans. These plans bring exceptionally fast internet
statements online of publicly listed telecommunications speeds of 50 Mbps to 1 Gbps with the fiber-to-the-home
companies in the region, which were compiled and computed technology. These come with unlimited data, no data cap, and
per country. free access to Spotify, NBA League Pass, and HOOQ. These
plans are initially available at select areas. The new pricing
scheme effectively puts the Philippines at par, if not better,
against other countries such as USA, Thailand, and Indonesia in
2015 Network Quality Index (NQI)1 78.62 terms of affordability of broadband services.
To effectively roll-out our network capacity building
postpaid prepaid tm BROADBAND program, we are seeking Open Access legislation for the
72.74 83.83 85.06 69.25 telecommunications industry to help mitigate bureaucratic
red tape and other political hurdles that stand in the way
1
The NQI model was developed in partnership with Polaris Research. In 2015, we adopted a in the deployment of telecommunication and broadband
new model; hence results from previous year are not comparable infrastructure. We are also calling for the equitable distribution
of the 700 megahertz (MHz) frequency spectrum which enables
mobile operators to reduce capital and network costs while
catastrophic outages accelerating the rollout of services at lower prices, so service
providers can address the rapidly increasing data traffic amid
growing smartphone use in the country.
2015 12 2014 18

We also showcased our capability in providing world-class


internet speeds during the Asia Pacific Economic Cooperation
(APEC) summit in November as one of the official ICT
partners. In the various meetings held in different locations
in the Philippines, we provided data allocation of 12.5
Gbps, including those held at the Philippine International
Convention Center, the World Trade Center, the Ninoy Aquino
International Airport, Clark Pampanga, Subic, Iloilo City,
Bacolod City, Boracay, and Cebu City.

L I F ES T Y L E 94
Firing Up Innovation
Build resilient infrastructure, promote inclusive
and sustainable industrialization, and foster innovation

I
nnovation is a main driver for Globe in order to remain "have greater interest in solving social problems," including lack
competitive in the local and global market. of access to credit and financial services in general, education,
"We have taken on an approach of 'innovate or perish' and healthcare.
in our company. If not, we will be driven to extinction by over- She added that the local startup community, particularly
the-top players and other emerging technology entities," Globe those in the Kickstart investment portfolio, has a helpful
president and CEO Ernest Cu said in his speech during the atmosphere where, "founders show a sincere desire to help
Amazon Web Services (AWS) Summit in Singapore in May. others."
We thus leverage the latest technologies to help us deliver Kickstartas an early-stage venture capital firm focused
our services to our customers faster and more conveniently than on digital innovationplays three key roles: (1) as an investor,
ever before. it provides critical capital and market access to support
Since 2011, we have adopted a 'cloud-first' strategy, utilizing entrepreneurs at the riskiest stage of business-building; (2)
the benefits of cloud computing to help drive down our costs. as an innovation driver, it seeks and promotes new solutions
In the same speech, Cu said that lower costs is essential to the and business models to drive business growth and address
company, "as we spend around US$650 million in capital fundamental problems at scale; and (3) as an ecosystem
expenditures annually." For Globe to become more sustainable, developer, it helps foster a national policy environment and a
"any effort where we can channel our spending from IT startup culture that is more conducive to collaboration across
resources to bolstering our modernized 3G and 4G network geographies and organisations.
will be important," he added.
Our move to the cloud has not only lowered our costs,
but has also helped us deliver our services more efficiently. For "We are looking for startups that have strategic
example, by moving our public portal such as www.globe.com.ph capabilities of value to communications and
to the cloud, we are able to adjust our capacity depending on
digital companies, in which we could invest
the traffic at any given moment, which is especially critical prior
to major phone launches. Our customers can thus continue to more significant sums at Series A round and
shop and browse through our website without any disruption to beyond to drive customer adoption and market
our service.
Of course most of the innovation we encounter nowadays
momentum. These startups can be anywhere
comes from the startup scene. Over the past three years, we in the world and this new fund underscores
have seen an explosive growth in the number of startups in our confidence that Philippine capital and the
the country, and in Southeast Asia in general. During this
period, we estimate that more than 100 Philippine startups
Philippine market will support innovation. "
have received funding or grants from institutional investors and Minette Navarrete, Kickstart Ventures President
angels, further driving expansion and innovation in this sector.
In Tech in Asia's interview with Minette Navarrete,
president of Kickstart Ventures, Inc. (www.kickstart.ph),
Ms. Navarrete observed that startups based in the Philippines,

LIFESTYLE 95
Over the past four years, Kickstart has helped foster
this much more collaborative and diverse startup culture by 25 kickstart portfolio companies1
organizing grassroots activities like their FinTech, HealthTech,
and SaaS Forums, as well as their signature monthly community ecommerce
event, #RaidTheFridge, which brings global experts into
dialogue with the startup community. Kickstart representatives
have also participated in forums here and abroad, promoting
social impact
the Philippines as an attractive startup community for tech
talent, as well as for investors and global corporate partners.
But there are challenges too, particularly with regard
to the ease of doing business, according to Navarrete. For
digital lifestyle
instance, there's no distinction in requirements to incorporate
a multibillion-dollar business and million-peso business.
Tax regulations are unclear especially around investment
instruments, and there are tough reporting standards. Kickstart
is helping propose improvements in the policy environment
through consultation and participation in forums with the saaS
National Competitiveness Council, the Department of Science
& Technology (DOST), the Department of Trade and Industry
(DTI), and with policy drivers like Senator Bam Aquino.
Despite the challenges, the local startup scene is expected
to grow further in the coming years. Kickstart, through Globe,
will continue to be at the forefront of innovative solutions that
help shape the future in the country.
Four out of the total portfolio startup companiesApptivate, Tripsiders, TrueProperty,
1
This year, we earmarked US$4 million for Kickstarts WorkInspirewere inactive as of end December 2015
Fund 1 for Seed-to Early-Stage startups, and US$50 million
as a second, new venture capital fund (Fund 2) to boost companies, and an estimated 13,000 paying customers globally.
the expansion of Growth-Stage high-potential startups. In The startups Kickstart has invested in are not confined only to
addition, we funded four early-stage startupInnovantage the Philippines, but also those based in the United States and
(www.ivantageapps.com), LoanSolutions (www.loansolutions. Israel.
ph), LifeTrack Medical Systems (www.lifetrackmedicalsystems. Training and mentoring startups also form a part of
com), and Squadzip (www.squadzip.com). Two growth-stage Kickstarts determination to give the local startup scene a
startups, meanwhile, received funding from KickstartSwitch boost. They conduct monthly business checkpoints with all
(www.switch.co) and Teridion (www.teridion.com). These their teams, and have run workshops on various subjects
grew Kickstart's portfolio of companies to 25 startups, since like Lean Startup, Growth Hacking, and Pitching. There
we started in 2012, translating to 574 jobs generated, as well are joint mentoring sessions too, such as with Amazon Web
as almost 800,000 users of the services of these portfolio Services (AWS) on information architecture, and Facebook

L I F ES T Y L E 96
on user acquisition and the use of FreeBasics. To date, 2,290
participants have joined the different mentoring and training
sessions that Kickstart conducted.
Most importantly, the local startup community benefits
from having a nurturing ecosystem, with a hub called Area 55
(referencing Kickstarts location on 55 Paseo de Roxas Avenue
in Makati City). In Area 55, important components that
make a successful startup convergethe founders themselves,
prospective investors, digital talent, potential corporate
partners, and the media that help evangelize innovation,
entrepreneurship, and investment in building the digital
economy. Moreover, its a vibrant community of innovators,
entrepreneurs, and industry leaders who are both like-minded
and have diverse opinions at the same time, allowing for more
creative ideas to emerge. The EIF is an event that brings together the country's top
The local startup scene has also begun to spread its influence business and enterprise leaders for a day of sharing, learning,
outside the country's borders. Joomajam (www.joomajam. and discussing best practices on how to remain competitive in
com), a Kickstart-funded education startup, was among the 14 today's digital age through innovation. On the event's sixth
finalists in the 2nd Singtel Group-Samsung Regional Mobile year, we invited MIT executive director Hal Gregersen as
App Challenge 2015 competition that received over 700 keynote speaker where he discussed how companies can develop
submissions from Africa, Australia, and parts of Asia, including the necessary skills to move progressively from idea to impact
the Philippines. through innovation.
Designed for parents with young children, Joomajam is an Singtel Group Enterprise CEO Bill Chang was also at the
easy-to-use educational activity pack that combines bilingual event where he spoke to industry heads, IT professionals, and
music, videos, and games focused on learning three languages key company officials on the importance of cyber security to
their Mother tongue, a global language like English, and the enterprises, and the need for them to stay one step ahead of
language of technology. In addition, mClinica (www.mclinica. online threats.
com) and Lenddo (www.lenddo.com)both Kickstart portfolio Finally there was John Wagner, Partner and Managing
companies that launched first in the Philippineshave started Director of the Boston Consulting Group, who shared his
to expand to Indonesia, Vietnam, Thailand, and India. insights on innovations and trends that shape the global
This year, #RaidtheFridge remained the most popular enterprise landscape during the EIF's CEO Breakfast Forum.
startup event in the country, conducting 12 events in three Fueling innovations and building avenues for dialogue
cities, featuring 20 speakers and 2,073 guests. among creative thinkers like we do at Globe help pave the
In addition, Kickstart organized or joined other events way toward our vision of a digital society where everyone lives
that include the Globe Enterprise Innovation Forum (EIF) in better and happier lives. Its a work thats never over, and so we
August, the Ayala ICT Summit in September, and the APEC continue to lead the march toward progress, toward prosperity,
SME Summit in November. and toward this beautiful, more wonderful world.

LIFESTYLE 97
Building Resilience Against Calamities G4-SO1

Make cities and human settlements inclusive, safe, resilient, and sustainable

T
he Philippines' location in the Pacific Ring of Fire We fortified awareness of Business Continuity Management
and the Pacific Typhoon Belt makes it prone to (BCM) by launching the #GlobeREADY campaign, which
earthquakes, volcanic eruptions, and damage caused we ran in preparation for the Metro Manila Development
by typhoons. It is a country where an average of 20 tropical Authority's (MMDA) earthquake drill in July. This involved
storms enter every year, of which about nine make a landfall. nationwide awareness sessions and forums which were graced
As a leading telecommunications company, we understand by prominent officers from the MMDA, National Disaster Risk
the importance of our role before, during, and after disasters. Reduction and Management Council (NDRRMC), and other
That is why we have strategic initiatives that help us stay local government units.
prepared in case of disruptions to our service through our
enterprise-wide6 and certified business continuity programs.
In 2015, Globe joined six telecommunications companies "To shore up our capability in assisting the
from six countries in the GSMA Humanitarian Connectivity government and various stakeholders in
Charter designed to ensure peoples access to communication
disaster mitigation, Globe has contingency
and information during a crisis in order to minimize loss of life
and aid humanitarian response. GSMA launched the charter planning and critical disaster recovery
at the Mobile World Congress in March, and is supported by mechanisms to substantially reduce
the UN Office for the Coordination of Human Affairs, the UN
network disruption in times of disaster
Emergency Telecommunications Cluster, and the International
Federation of the Red Cross and Red Crescent Societies. and thus ensure the availability of
We adopted a number of mechanisms of the charter telecommunication services. This will allow
including transmittal of free mobile alerts via SMS, first
implemented when Typhoon Koppu (Lando) struck Luzon
flow of information among emergency-
in October. We also developed a mechanism to share relevant related agencies and ensure that our
information on restoration, disruption of services, and other customers have access to these services at
preparedness initiatives. When a disaster area is cleared for
humanitarian efforts, we also provide relief services such as free
these critical times."
calls, internet, charging stations, and other relief materials. Yoly Crisanto, Globe Corporate
Globe also became the first telecommunications company Communications Senior Vice President
in the country to be re-certified in Business Continuity
on an enterprise-wide6 scale in 2015. We received from
the British Standard Institute an ISO 22301: 2012 or the In addition, we have utilized a system that the Department
Business Continuity Management System Standard, which of Science and Technology developed for threat and hazard
recognizes our implementation of best practices on business mapping. This will enable us to overlay the locations of our
resiliency based on our efforts to plan, establish, implement, stores and cell sites with the hazard map, so that we can identify
operate, monitor, review, maintain, and continually improve a potential risk areas and take the necessary precautions to
documented management system. This ensures that our clients minimize our exposure to disasters.
and stakeholders that we are equipped to survive in the event of Our mitigation plan for recovery during disasters not only
a major incident or disaster. involves securing physical structures but also prioritizing the
safety of our workforce. Without them, ensuring our quick

Globe Telecom Inc., Innove Communications, G-Xchange Inc., and Bayan Telecommunications
6

L I F ES T Y L E 98
Disaster Risk Reduction and Management (DRRM) Program,
downloaded
ayala assist app stats
1 which aims to provide them with ICT support through the
Metro Bataan Development Authority (MBDA).

6000
downloaded1 30%
30%
engagement
The program addresses the need for quick and efficient
communication during a disaster by ensuring that communities
are ready, responsive, and resilient at all times. We make this
engagement
level
level possible through TxtConnect, an SMS broadcast facility that
enables the Governor or the head of the MBDA to contact
4000 directly the different local government and barangay leaders,
registered2 and provide them with relevant and critical information during
emergencies. Each barangay will also receive SIM Cards that are
2000 included in the TxtConnect database, which will be distributed
registered2
to barangay officials. Participating officials will also receive
equipment for rescue operations.

GlobeGlobe
Telecom, Inc.
0 Through our partnership with Weather Philippines, we
conducted Weather 101 and a series of community-based
Telecom, Inc. DRRM trainings for their officers and barangay officials. These
equip barangay officials who act as first responders in the
1
Employees who downloaded the Ayala ASSIST application on their mobile device but have yet
to register community with basic knowledge on emergency procedures
2
Employees who downloaded and registered their credentials to the Ayala ASSIST applications and basic first aid so they can respond to emergencies more
effectively. We also maximized our partnership with MMDA
and efficient recovery will be impossible. Thus we constantly as they give back to our partner communities by giving free
train them to follow and enforce safety procedures, and DRR trainings focused on basic awareness during disasters or
provide them with tools they'll need when calamity strikes. emergency situations.
In July, we launched Ayala ASSISTthe Ayala Group's The MMDA is another recipient of our TxtConnect and
emergency management mobile apptogether with other internet facilities. As with the MBDA, these will help ensure
Ayala subsidiaries. Since its launch, 1,995 employees from reliable communication and enhance the organizations
Globe were registered to the Ayala ASSIST, out of the 2,445 capability in areas such as public safety and disaster response.
employees from the Ayala Group of companies. The application We have also helped build classrooms across the country,
was co-developed with Yondu, a technology solutions company including disaster-resilient ones in areas affected by Typhoon
established in 2001. Using the app, it makes it easier to alert Haiyan in 2013. Called Noah's Ark classrooms, these are
employees in times of an emergency, for people managers to designed by Habitat for Humanity to be transformed into
account for their staff, and to request for help, to name a few of evacuation centers in case of a disaster. These can accommodate
its essential features. a large number of people, and come with two toilet and
Aside from operational efficiency, we also extended our bath facilities, and a kitchen. We have constructed seven
resources to help communities prepare for emergencies in times of these classrooms in Aklan where we were tasked by the
of disaster with our community-based disaster risk reduction government through the Office of the Presidential Assistant
and management program. We partnered with the Provincial for Rehabilitation and Recovery (OPARR) as the province's
Government of Bataan for the launch of the Community-Based development partner after Haiyan.

LIFESTYLE 99
`

Climate change, public service, and business continuity are


key interconnected issues for Globe

A
s disasters hit the Philippines with closeness of Globe and Huawei is no longer vendor
increased frequency, we are expanding relationship, but partnership. We are working with
our role to help our customers stay friends."
connected before, during, and after a calamity. Given the critical role that telecommunications
When disaster strikes, the first and last thing one companies play in disaster risk reduction, Kelvin
relies on is telecommunications. People expect Art Ofrecio from the Office of the Civil Defence
Globe to always be there, said Ayala Corporation of the Philippines (OCD) said that he sees a great
Chief Financial Officer and Chief Sustainability opportunity for Globe to participate in grassroots
Officer TG Limcaoco. education of people in terms of risk assessment,
Climate change issues are of critical disaster response, and community resilience.
concern and affect how Globe allocates its Along this line, Ofrecio believes that Globe
resources, according to Mark Chong Chin Kok, should be involved directly in climate change
Board Director of Globe and CEO of Singtel mitigation and adaptation efforts. Thus, a better
International. He added, Globe has to plan on coordinated and standardized disaster reporting
maintaining its services (in times of disasters) and system must be in place, given that early or
build up the capability to restore services quickly, immediate response and accurate data analysis is
because we are a critical service during these times. critical to disaster preparedness, management, and
Rob Hansor, Director for Global Sustainability resilience. With the approval of RA10639 (free
of Huawei Technologies Technologies said "We are mobile alerts), we see the opportunity for the full-
in the telecommunications business, therefore we time engagement of Globe. Globe has been very
are in public service. When disaster strikes, it's all visible in the hearings and public consultations,
hands on deck. You go beyond the call of duty. The Ofrecio added.

L I F ES T Y L E 100
Reducing Waste to Protect the Environment G4-EN23

Ensure sustainable consumption and production patterns

ENVIRONMENTAL SUSTAINABILITY POLICY

Globe is committed to promote environmental sustainability


by reducing the impact of our business operations to the
environment and we shall achieve this together with the help
of our employees, business partners, and clients. We have
robust systems in place to manage our environment impact
and integrate them into our corporate social responsibility
management.

I
n its publication Chemicals and Waste Management We commit to:
for Sustainable Development, the United Nations Consciously move toward the continuous reduction
Development Program talks about humanitys dependence of our ecological footprints from our operations.
on the earths resources for its survival. Contrary to what many Where possible, we will move beyond regular
believe, the planet has limited supply of food, water, and other compliance and apply best practices and global
natural resources for everyone. This supply is further diminished voluntary standards on environmental and social
when people carelessly dump waste and other hazardous responsibility.
materials in the environment. Here at Globe, we try to make a Manage emissions from our energy use, particularly
difference by collecting waste we generate and recycle those that to our networks and ensure that we carry out regular
we can. assessments on how energy is consumed within our
As we continue to expand our range of products and network to monitor our climate impact and identify
services to better serve our customers, we strive to do so without opportunities to reduce it.
creating a negative impact on their health and the environment. Comply with all environmental laws and other laws
We also take a close look into our entire value chain, identify relevant to our business.
which areas produce wastespecifically solid, electronic, and Encourage and train our employees and business
hazardous wasteand ensure that these are handled correctly. partners to help us reduce our environmental impact
From our infrastructure to products that have reached their by communicating our policies and programs.
end-of-life, we find ways to collect them and properly dispose Partner with organizations which share the same
them. This commitment is cemented in our Environmental environmental values and find ways of cooperation
Sustainability Policy, which guides us in protecting the to protect the environment.
environment around our areas of operations, managing our Conduct a review of our environmental management
industrial waste, developing environmentally friendly products system to ensure that the commitment of this
and services, and minimizing our carbon footprint. policy is delivered and that we strive for continuous
We understand that by continuing to upgrade our network improvement.
and the increased penetration of mobile phones into the Report our environmental performance to our
mainstream market, electronic waste or e-waste poses an even stakeholders.

LIFESTYLE 101
mainly due to our proactive move to LED lights in our various
facilities. Used oil is another form of waste that we collect and
treat. This year, we were able to collect 844 L of used oil, down
from 3,728 L in 2014 due to a delay in our agreement with
Genetron International. Currently, the collected used oil are
stored at staging facilities and scheduled for hauling in the first
quarter of 2016.
We also began to generate and collect grease waste in
2015 due to the opening of cafeterias in our TGT Fort sites.
However, we make sure that our housekeeping partners collect
these in drums regularly, and safely store these in our materials
recovery facility, then disposed of by our accredited partner for
waste management. This follows the same practice we apply to
other types of waste that we generate, such as busted fluorescent
bigger environmental threat because this contains hazardous tubes and used oil.
metals such as lead, mercury, and cadmium. This is where our
e-waste recycling program called Project 1Phone, which was
rolled out in 2014, comes in. In this project, we collect e-waste
from our operations and customers and transport the whole lot
solid wastes generated
to our accredited partner Total Environment Solutions Asset and weighed by type1
Material Management (TES-AMM) in the Philippines. After
weigh-in, TES-AMM Philippines now ships the waste to TES- (in tons)
tonnes) 2015 2014
AMM Singapore for proper recycling. This year, we further
increased the e-waste we collected by partnering with Huawei,
recyclables 24.2 20.2
Aboitiz, Coca-Cola, and JPMorgan Chase & Co. among others, residuals 172.o 77.5
resulting in 124,572.19 kg of e-waste generated, up by 56%
compared to last years 79,968.20 kg. 196.2 97.7
Another hazardous waste that is crucial to our operations
In 2015, we included solid waste from TGT Cebu. This was on top of the four sites mentioned in 2014 - Globe
are lead acid batteries from our towers, which we also collect
1

Telecom Pioneer, Valero Telepark, GT-IT Plaza and TGT Fort


and dispose of carefully. Compared to the previous year, we
saw a 73.5% drop in the disposal of used lead acid batteries
we generated from 222,857 kg to 58,926 kg in 2015. This was
due to a delay in the renewal of contract with our accredited
wastes diverted from landfill1
recycler, Oriental & Motolite Marketing Corporation
(OMMC). These batteries are currently in our staging facilities (in percentage) 2015 2014
and scheduled for disposal in the first quarter of 2016.
Meanwhile, there was an increase in the busted fluorescent operations 12 21
lamps we generated from 1,125 in 2014 to 5,018 in 2015 from 1
In 2015, we included solid waste from TGT Cebu. This was on top of the four sites mentioned in 2014 - Globe
Telecom Pioneer, Valero Telepark, GT-IT Plaza and TGT Fort
which we generated 200,720 mg7 of liquid mercury. This was

7
Average of 40 milligrams of mercury is properly treated and disposed per piece of busted fluorescent lamp.
(Source: Dolomatrix Philippines, DENR-accredited recycler)

L I F ES T Y L E 102
We also believe in setting a good example to our customers
hazardous wastes generated so that they too may be inspired to take better care of the
and weighed by type environment. All of our regular employees who were issued
a postpaid plan are automatically enrolled to our billing on
(in kilograms) 2015 2014 mobile program, also known as paperless billing. By being in
the program, we eliminate paper waste by enabling ourselves
used lead acid battery1 58,926.0 222,857.0 to view our bill on our phones, tablet, or desktop, and enjoy
the convenience of getting our bill on time. We have also
grease waste2 8,848.5 - pushed our customers to sign up for the same program through
raffles and promos. Part of the ongoing initiative of paperless
electronic wastes3 124,572.19
124,572.2 79,968.2 campaign since 2013, we saw an increase in customers who
now prefer to receive their bills online. In return, we also saw a
59.9% reduction of paper usage just from last year alone.
192,346.7 302,825.2
We also make our business customers part of our endeavor
1
All Globe sites which produce lead acid batteries to protect the environment by encouraging them to use the
2
TGT Fort only
3
All Globe sites which produce electronic wastes Canvas application. It can reduce or do away with their need
for traditional paperwork. Users of the app can choose from
14,000 apps that range from inspection forms to work orders
to surveys, which can help cut their paper costs and achieve
used oil generated productivity savings.

(in liters) 2015 2014


used oil disposed
844 3,728
customers in paperless
and treated1
2m
1
All Globe sites which generate oil

1.5m 59.9% 1,751,223

hazwaste generated 1m
57.8% 1,095,499

694,310
0.5m
(in pieces) 2015 2014

busted flourescent lamp1 5,018 1,125 0.00


2013 2014 2015
used cartridges2 1,179 1,263
1
All Globe sites which use fluorescent lamps
2
All Globe sites which use printer cartridges

LIFESTYLE 103
Improving Energy Efficiency
G4-EN3, G4-EN6, G4-EN15, G4-EN16, G4-EN17

Take urgent action to combat climate change and its impacts

C
limate change poses a real threat to humankind as the
resulting change in weather patterns, rise in sea levels, Electricity consumption in kwh1
and its impact on the worlds oceans could lead to loss
of homes and livelihood, death of fish and other sea creatures,
and even conflict. Operations 2015 2014
(owned
The Philippines is one of the 10 countries most affected & leased 384,584,462.6 351,159,083.9
by disasters caused by climate change based on data from facilities)
the 2015 Global Climate Risk Index. It thus led 19 other
1
kWh = Running hours x (Kilo Volt Amperes x 0.8). Kilo Volt Amperes and running hours are actual numbers
countriescollectively called the Vulnerable 20 (V20) group provided by facility

in October to prepare financially for disasters and improve the


disbursement of public and private funds in those situations. One way we've done this is to revisit our existing legacy
More significantly, nearly 200 countries came together sites. Through analysis and field visits, we were able to develop
in Paris, France in December to adopt the historic Paris solutions and quick fixes that will be applied to all our sites.
Agreement. It aims to maintain the rise in global temperature Through our pilot program, these solutions yielded an average
under 2C, and to work further in limiting the increase to just of 1.6kW reduction in energy consumption per site. This
1.5C above levels before the Industrial Revolution that began translated to a 23% average decrease in consumption in the
in the mid-18th century. pilot sites. At P10/kWh8, this translates to approximately P384
We work in solidarity with the rest of the world in ensuring
that we take better care of the planet for the sake of the
generations that will come after us. We thus make every effort
to ensure that even as we improve our infrastructure to meet the
current and future needs of our customers, we do so without
compromising the welfare of the environment.
Over the past several years, we have seen a steady
rise in our customers' demand. As the country's leading
telecommunications provider, we take all the necessary steps in
order to meet their demand and ensure that our infrastructure is
ready to respond to their current and future needs.
However, these improvements and expansion often require
a tremendous amount of energy. In fact, a huge bulk of our
operational expenses come from the energy consumption of
our sites. In 2015, the total energy consumption from our
operations reached 384 million kWh, 9.52% higher than the
previous year, due to an increased number of sites and upgrades
done at some facilities such as installation of additional
resources for WiFi, local exchange carrier (LEC), and WiMAX
to respond to the needs of our customers. We have thus
undertaken programs that enable us to identify solutions that
can make our sites run more efficiently.

8
Based on average P/kWh from actual energy consumption payments at cell sites which falls between P9 to P11

L I F ES T Y L E 104
per day or P11,500 per month of savings. We also implemented
solutions such as shutting down legacy equipment, migrating
fuel consumption from
equipment outdoor, and optimizing existing free-cooling generators in liters
system, cabin vacation, and air-con shutdown.
2015 2014
Another step we undertook was using the new SingleSON
(self-optimizing network) solution that allows automatic near- diesel 8,451,856.46
8,451,856.5 11,171,497.62
11,171,497.6
real time diagnostics of our mobile broadband network and
optimizing it intelligently. It means less equipment are needed gasoline 10,729.00
10,729.0 38,820.08
38,820.1
to manage complex networks while delivering a great network
8,462,585.5 11,210,317.7
experience to our customers. Powered by a SONMaster as the
core product and engine, it detects coverage problems and
adjusts radio frequency parameters automatically.

green solutions number


"The capabilities of the SingleSON solution of sites1
in improving our networks O&M efficiency Direct Current Hybrid Power Unit (DC-HPU) 16
and performance are impressive. It will
Free Cooling System (FCS) 577
allow us to continuously deliver a great user
Fuel cell batteries 35
experience without additional manpower
resources to manage an increasingly more Lithium Ion batteries 455

complex network." 1,083


Robert Tan, Globe Chief Technical Adviser 1
Some sites may use more than one solution

Improvements dont stop at our outdoor network GHG emissions (CO2e)


infrastructure. We also look into our in-building sites design in tonnes
in tons 2015 2014
and operating models and optimize the design according to the
Transport 11,028.1 10,479.5
demand of the building or floor type, from putting equipment vehicle1
on standby mode to shutting down legacy equipment.
We further complement these measures by shifting our Gensets 25,751.8 34,110.5
power generators from traditional lead batteries to more Scope 1
environment-friendly power sources such as deep cycle batteries, from total 36,779.9 44,590.0
fuel consumed
consumed22
lithium ion batteries, diesel hybrid power units that cut diesel Scope 2
fuel usage compared to traditional generator sets, and fuel cells PURCHASED 216,345.9 199,126.8
ELECTRICTY33
ELECTRICTY
that eliminate the use of diesel altogether. All these ensure that Scope 3
we address our challenge in energy consumption in a way that BUSINESS TRAVEL 2,247.4 1,743.3
VIA AIR4
doesn't harm the environment.
Despite our efforts to further minimize our environmental 255,373.2 245,460.1
impact that contribute to climate change, we are aware that 1
Gasoline is at 69.25 kg CO2/GJ, while for diesel is at 74.01 kg CO2/GJ
we still have a lot of work ahead of us. Because of this we will 2
Emission factor for Diesel (in units of CO2 equivalent): CO2= 3026.99 ; CH4=0.41 ; N20=0.02. For Gasoline
(in units of CO2 equivalent): C02=2916.49 ; CH4=0.42 ; N20=0.03
continue to look for solutions and collaborate with our partners 3
For Luzon and Visayas = 603.20 grams CO2/kWh; For Mindanao = 286.40 grams CO2/kWh
4
a.) Short flights (<500km) = 0.15 kg/unit; b.) Medium Flight (<1600 km) = 0.12 kg/unit; c.) Long flight
to provide a safer future to everyone. (>1600 km)= 0.11 kg/unit

LIFESTYLE 105
Defining the meaning of environmental responsibility for telcos

C
limate change is a real threat to countries this aspect of businesses yet, "investors are slowly
all over the world, particularly low-lying paying attention, even while the focus is on the
coastal ones like the Philippines. This bottom line."
problem is largely driven by the worlds incessant Our partner, Huawei Technologies, also agrees
need for more energy to power homes and in having a more environmentally conscious
industries like Globe. Globe. Part of their research and development
According to Ayala Corporation Chairman efforts involve making their products green by
and CEO Jaime Augusto Zobel de Ayala, Globe building environmental objectives into their
is a big consumer of energy, and there has to be a products and services, and they would like Globe
way to be more mindful of how it uses and stores to be part of it, according to Rob Hansor, Director
energy. We have responded to this challenge for Global Sustainability of Huawei Technologies.
through our various initiatives at reducing our Huawei is serious about its commitment to
energy consumption in our offices and sites. helping save the environment. Their Solution
With further advances in technology, we shall Director for Globe Evan Xiao Yihuan said, that,
also be able to build more expansive networks sustainability to Huawei means that we operate
that consume less power and occupy a smaller efficiently and find energy savings where possible.
footprint. I think energy savings and reducing packaging and
Globe should also think of minimizing its waste (without compromising product protection
negative impact on the environment, said senior and safety) are the two important opportunities.
business reporter Doris Dumlao. She added that There is also an opportunity to strengthen e-waste
while regular consumers aren't fully aware of management.

L I F ES T Y L E 106
Protecting Our Customers Data and Privacy

A
ccording to the PNP Anti-Cybercrime Group from January to December 2015, we were able to block 26.1
(PNP ACG), they received over 1,000 cybercrime million scam and spam messages, and disconnect from service
complaints from 2013 to 2015, ranging from online 21,772 mobile numbers associated with these activities. This
scams to identity theft. Online scam has topped the list of is attributed to our filtering system adopted in the year earlier,
complaints, with 366 reported by victims of online buying/ which blocked an average of 78,000 spam and scam messages
selling, loan sharks, investment, pyramid marketing, and other a day in 2015, with a peak of 267,000 messages blocked per
forms of online fraud. day achieved in February 2015. We also made it easy for our
customers to report cases of fraudulent text messages through
our #StopSPAM site at www.globe.com.ph/stopspam. This
gained the support of the National Telecommunications
top 5 cyber threats1 Commission (NTC) by ordering companies to stop sending
spam and scam messages to our customers.

online
onlinescams
scams (39%)
(39%)
online
onlinelibel
libel(25%)
(25%)
onlinethreats
online threats (14%)
(14%)
Identity theft (13%)
Identity theft (13%)
Anti-photo and video voyeurism (9%)
Anti-photo and video voyeurism (9%)
1
Philippine National Police

According to We Are Social, there are 47 million internet


users in the Philippines and the average time spent on the
internet by users is 5.2 hours per day in their desktop and 3.2
hours per day in their mobile. They are becoming increasingly
reliant on technology from connecting with their loved ones
to online financial services. Often these things require them to
share sensitive information as part of the registration process or
to confirm their identity, information that can be a goldmine
for criminals looking to resell the data, commit fraud in the
customer's name, or take advantage of the customer's lack of
technical know-how.
That is why at Globe we do everything we can to protect
our customers and their data through a combination
technology, cooperation with law enforcement agencies, and Not all crimes we encountered required high-tech means of
social media. execution. There were also cases of individuals or groups that
Text spam and scams remain a problem among our committed fraud such as SIM swap scams, illegal recontracting
customers, but we have ramped up our fight against these with and subscription, illegal sale of modems, and cable theft.
our #StopSPAM campaign, which began in 2014. In the period

LIFESTYLE 107
"Globe will never allow the use of its
network by individuals who want to take
advantage of our customers. We expect the
numbers to increase as Globe steps up its
campaign to purge its network of spam
and scam messages."
Anton Bonifacio, Globe Chief Information
Security Officer

We were also able to catch criminals through our close


coordination with the Philippine National Police and
the National Bureau of Investigation. This includes the
apprehension of 12 individuals for illegal recontracting and
subscription fraud, 31 for the illegal sale of WiMAX modems,
and 20 for cable theft. Another one was caught for swindling
over P2 million worth of phones using falsified documents in
In a certain SIM swap scam thwarted by Globe in July applying for corporate accounts.
2015, an unscrupulous individual used the identity of a Education plays an important part too in our fight to
customer to request for a replacement of their SIM card. With protect our customers. With our #ProTECH101 campaign,
a two-step verification that requires users to provide their we inform consumers about the dangers of online crimes and
email and mobile number as an added of layer of security, provide them with tips on how to keep their accounts and other
having access to the customer's number can potentially enable valuable information safe. These tips include avoiding using
criminals to access the customer's other accounts such as e-mail weak and easy-to-guess passwords and making them aware of
addresses, bank accounts, and social media accounts. To further the vulnerabilities of using web browsers' autofill feature that
prevent similar cases in the future, we ran information drives for enable users to save and then automatically fill username and
our customers and installed CCTV cameras in all Globe Stores password fields of websites they usually visit.
nationwide. Video recorded on these cameras can be presented The feedback on the campaign has been positive so far
as evidence in police investigations and proceedings against with an estimated 14.8 million impressions from 894 Twitter
identity thieves. mentions by 373 users, based on Sysomos Media Analysis
Platform (MAP) run in 2015.

L I F ES T Y L E 108
GRI G4 CONTENT INDEX
GENERAL STANDARD DISCLOSURES
profile disclosure section page reported

Statement from the senior most Message from the Chairman


G4.1 9-15
decision maker of the organization Message from the President & CEO
Strategy & Analysis
Description of key impacts, risks
G4.2 Risk Management 62-69
and opportunities

G4.3 Name of Organization About Us 2

Transforming the Digital Lifestyle


Primary Brands, Products and / or
G4.4 Retail as the Lifestyle Hub 24-29
services
About Us

Location of Organizations
G4.5 About Us 2
Headquarter

G4.6 Number of countries of operation About Us 2

G4.7 Nature of ownership and legal form Governance 50

Markets Served (Geographic


G4.8 About Us 2
Breakdowns)

Organizational G4.9 Scale of Reporting Organization Giving Equal Opportunities to All 90-92
Profile
Number of Employees by
G4.10 Giving Equal Opportunities to All 90-92
employment contract

Percentage of Employees under


G4.11 Giving Equal Opportunities to All 90-92
collective bargaining

Describe Organizations Supply


G4.12 Governance 44-48
Chain

Report any significant changes in Globe acquired Bayan


G4.13 13
the reporting period Telecommunications (99%)

Report precautionary approach


G4.14 Risk Management 62-69
principle by organization

Externally developed EES charter &


G4.15 Materiality 72-73
Principles

List of memberships in associations


G4.16 Membership 5
/ industry associations

List of entities included in


G4.17 Organizations consolidated Conglomerate Map 4
financial statement

Reporting Parameter 5
Explain process for defining report
G4.18 Materiality 72-73
content & aspect boundaries
Discussion on Management Approach 72

List all identified material aspects in


G4.19 Materiality 72-73
process of defining report content
Identified Material For each material aspect, report Reporting Parameter 5
Aspects G4.20
aspect boundary (within) Materiality 72-73
& Boundaries
For each material aspect, report Reporting Parameter 5
G4.21
aspect boundary (outside) Materiality 72-73

Any statements from previous


G4.22 report has been restated & reason None
for restatement

Significant changes in Scope &


G4.23 Aspect boundaries from previous None
reporting period
LIFESTYLE 109
profile disclosure section page reported

List of all stakeholder groups engaged by


G4.24 Stakeholder Engagement 74-75
organization

Report basis for identification and selection of


G4.25 Stakeholder Engagement 74-75
Stakeholder stakeholders
Engagement
G4.26 Organizations approach to stakeholder engagement Stakeholder Engagement 74-75

Key topics & concerns raised through stakeholder


G4.27 Stakeholder Engagement 74-75
engagement

G4.28 Reporting Period for information provided Reporting Parameter 5

G4.29 Date of most previous report Reporting Parameter 5

G4.30 Reporting Cycle Reporting Parameter 5


Report Profile
G4.31 Contact point for questions Contact Information 295

G4.32 GRI Content Index Sheet GRI Content Sheet 109-111

Reporting Parameter Independent 5


G4.33 Policy / practice of seeking External Assurance Assurance Statement 124-126

Governance Structure of the Organization


G4.34 Governance 33-38
committees

Process for delegating authority for EES topics from


G4.35 highest governance body to Senior executives & Governance 38-40
employees

Has organization appointed an executive level


G4.36 Governance 38-40
position with EES responsibility.

Composition of highest governance body and its


G4.38 Governance 33-38
committee

Report whether the Chair of the highest governance


G4.39 Governance 33-38
body is also an executive officer

Nomination & selection process for highest


G4.40 Governance 33-38
governance body and its committees

Process in place to avoid conflict of interest at


G4.41 Governance 41, 44-48
workplace.

Governance
Measures taken to enhance collective knowledge of
G4.43 Materiality 72-73
governance body on EES topics.

Role of highest governance body in identifying EES


G4.45 Risk Management 62-69
risks, impacts & opportunities.

Role of highest governance body in reviewing


G4.46 Risk Management 62-69
effectiveness of Risk Management process for EES

Frequency of review of EES risks, impacts &


G4.47 Governance 38-40
opportunities

Highest committee or position that formally reviews


G4.48 Governance 38-40
and approves SR

38-40
G4.49 Process for communicating critical concerns Governance
48-49

G4.51 Remuneration policy of highest governance body Governance 38-40

L I F ES T Y L E 110
G4.52 Process for determining remuneration Governance 38-40
Specific STANDARD DISCLOSURES
profile disclosure section page reported

ECONOMIC

Impact of infrastructure investments


Market Presence G4-EC7
& services
Fostering Connectivity 93-94

Indirect Economic
G4-EC8 Indirect economic impacts Increasing Productivity & Prosperity 85-87
Impacts

ENVIRONMENT
Energy Consumption Within the
G4-EN3 Improving Energy Efficiency 104-105
organization
Energy
G4-EN6 Reduction in Energy Consumption Improving Energy Efficiency 104-105

Direct GHG Emissions


G4-EN15 Improving Energy Efficiency 104-105
(Scope 1)

Energy indirect GHG Emissions


Emissions G4-EN16 Improving Energy Efficiency 104-105
(Scope 2)

Other indirect GHG Emissions


G4-EN17 Improving Energy Efficiency 104-105
(Scope 3)

Total Weight of Waste by type and Reducing Waste to Protect the


Effluents & Waste G4-EN23 101-103
disposal method Environment

LABOR PRACTICES

Total number & rate of employee turnover


Employment G4-LA1 by age group, gender & region Giving Equal Opportunities to All 90-92

Percentage of total workforce represented


G4-LA5 in health and safety committee Providing a Healthy and Safe Workplace 83-84
Occupational Health
& Safety
Rates & type of injury, occupational
G4-LA6 diseases, fatalities by region Providing a Healthy and Safe Workplace 83-84

Average hours of training per year per


Training & Education G4-LA9 employee by employee category Giving Equal Opportunities to All 90-92

Composition of governance bodies and


Diversity & Equal
G4-LA12 employees according to gender, age group, Giving Equal Opportunities to All 90-92
Opportunities minority group and other diversity indicators

HUMAN RIGHTS
Freedom of Operations Identified in which Right to exercise
freedom of association and collective bargaining
Association & G4-HR4 may be at significant risk and actions taken to Giving Equal Opportunities to All 90-92
Collective Bargaining support these rights.

SOCIETY
Percentage of operations with implemented
G4-SO1 local community engagement, impact, Building Resilience against Calamities 98-99
assessments and developing programs
Community
Operations with significant actual & negative
G4-SO2 impact on local community Increasing Productivity & Prosperity 85-87

PRODUCT RESPONSIBILITY

Product & Service Results of surveys measuring Ongoing Commitment to


G4-PR5 20-21
Labeling customer satisfaction Exceptional Service

Partially reported
Fully reported
Digital nation
Care for the environment
Care for our people
Positive societal impact

LIFESTYLE 111
creating wealth to share value
Financial Performance
Management Discussion and Analysis

continued success. Even excluding Bayans revenues in the


Results of Operations second half of 2015, our consolidated service revenues grew to
2015 2014 yoy change P110.8 billion, up a solid 12% from the same period last year.
Mobile revenues grew by 9% year-on-year, reaching P85.1
net operating revenues billion in 2015 from 2014s P78.1 billion, driven by strong
119,969 103,236 16% revenues across all mobile brands. Our postpaid revenues posted
a 7% growth from the same period of 2014, which sustains our
service revenues
leadership in this segment as shown by the significant year-
113,679 99,025 15% on-year expansion in our customer base boosted by the strong
take up of our new myLifestyle Plans. TM, our mass-market
mobile1
brand, likewise increased revenues by 14% year-on-year while
85,105 78,069 9% Globe Prepaid revenues posted a solid growth of 8%. At the end
broadband2 of December 2015, our mobile subscriber base breached the
50-million milestone, reaching 52.9 million, which translates
17,458 12,687 38%
to a 20% increase from the 44 million subscribers we reported
fixed line data
voice33 in 2014. Our record-level gross acquisitions during the year
40% and lower churn rates in both prepaid brands helped drive this
7,698 5,480
growth.
fixed line voice
data44 The continued upsurge in our mobile data revenues has
3,418 2,789 23% helped us sustain our growth. Our mobile data service revenues
reached P22.1 billion in 2015, 55% higher than the P14.3
non-service revenues billion reported a year ago, as we continue to be the brand of
6,290 4,211 49% choice for the Filipinos digital lifestyles. Our unflagging efforts
in improving our 3G, HSPA+ and LTE networks, and various
1
Includes mobile voice, SMS and data revenues
data product launches and promotions throughout the year,
Includes revenues from wired, fixed wireless, and fully mobile broadband services
such as Free FB + Viber with prepaid & GoSURF promos,
2

3
Includes international and domestic data services, corporate internet access, and data center solutions
Includes revenues from landline and DUO services
Spotify with free games and FB and GoSURF offers with bigger
4

data volume allocation and free games, and other programs have
FINANCIAL PERFORMANCE contributed to this growth significantly. In addition, mobile
Globe Telecom, Inc. registered another record year, as we posted voice increased 6% year-on-year, despite the challenges posted
our highest full-year consolidated service revenues of P113.7 by the declining international voice business, which partially
billion, 15% higher than the previous record level of P99.0 offset the 10% decline in our SMS revenues.
billion we set in 2014. Our revenues peaked in the fourth Our broadband business, which now includes Bayan,
quarter, reaching a record high of P30.3 billion, up 3% from likewise sustained our growth momentum, increasing both in
last quarter and 15% higher than the same quarter in 2014. The revenues and subscriber base by 38% and 55%, respectively.
sustained revenue trajectory was driven by the solid growth in Our total broadband service revenues reached P17.5 billion in
data consumption across all segments and the consolidation of 2015, with our total subscriber base now reaching 4.3 million.
the performance of Bayan Telecommunications, Inc. (Bayan) Subscriber expansion in both our wireless (+56%) and wired
in the second half of the year. The continued rise in the number broadband (+48%) solutions, given the favorable customer
of both our mobile and broadband subscribers, our consumer response to our various Tattoo on-the-go and
and corporate clients increasing demand for mobile data and Tattoo@home broadband offerings, bundling broadband plans
high-speed internet connectivity, as well as our well-executed with access to premium content such as Spotify, NBA League
product launches during the year have paved the way for our Pass and HOOQ drove our impressive growth in revenues.

L I F ES T Y L E 114
Even excluding the impact of Bayans consolidation in the 4% year-on-year to P15.1 billion from P14.5 billion in 2014.
second half of 2015, our full year broadband service revenues Excluding Bayans results, our net income and core net income
would have still increased by 27% year-on-year, growing to as of end-December 2015 still grew robustly by 22% and 5%,
P16.1 billion in 2015 from the P12.7 billion recorded a year respectively, compared to 2014.
ago. Consolidated Return on Average Equity (ROE) registered
Our fixed line data business also improved year-on-year by at 29% as of end-December 2015, compared to 28% in 2014
40% to reach P7.7 billion in 2015 from the P5.5 billion we using net income and based on average equity balances for the
posted in 2014, as demand for data connectivity continues to year ended. Using annualized core net income excluding the
surge, impacting customer expansion, circuit count increase, effects of non-recurring expenses, foreign exchange loss, one-
and higher usage. The strong demand for internet and domestic time gains on net income, return on average equity for the year
leased lines, as well as cloud computing solutions, contributed just ended was at 27% compared to 30% in 2014.
to the revenue growth in our fixed data business. The growth Consolidated basic earnings per common share were
was likewise driven by the impact of consolidating Bayans fixed P120.11 and P98.64, while consolidated diluted earnings per
line data revenues starting the third quarter of 2015. Traditional common share were P119.92 and P98.41 as of end-December
fixed line voice revenueswhich now includes Bayanalso 2015 and 2014, respectively.
posted a 23% increase year-on-year at P3.4 billion as of end Our balance sheet and cash flows remain strong with ample
2015 due to the continued popularity of the broadband liquidity and gearing comfortably within bank covenants.
bundled plans with subscribers preference for value-based offers Our consolidated assets as of December 31, 2015
and low-priced plans. Excluding Bayans revenues, fixed line amounted to P195.7 billion compared to P179.5 billion in
data and fixed line voice increased year-on-year by 21% and 2014. Consolidated cash, cash equivalents, and short term
8%, respectively. investmentsincluding investments in assets available for sale
We posted another record-level consolidated EBITDA for and held to maturity investmentswas at P11.8 billion as of
the full year of 2015 at P45.8 billion, up a robust 17% from end-December 2015 compared to P16.8 billion as of end-
a year ago. Our total operating expenses and subsidy grew in December 2014.
step with our revenues, which is higher by 14% year-on-year Net cash flows provided by operating activities for 2015
from P59.8 billion last year to P67.9 billion, as we continued were at nearly P36.0 billion, slightly lower by 1% year-on-year.
to reinvest our gains to support our growing subscriber base Meanwhile, our net cash used in investing activities
and the expansion of our data network. EBITDA margin was amounting to P32.6 billion was 61% higher than last year.
at 40%, on par with the previous years margin. Excluding the Consolidated cash capital expenditures as of end of December
impact of Bayans results for the last two quarters of the year, 2015 amounted to P32.1 billion, up by 51% from last years
the consolidated EBITDA for the year would have reached P21.2 billion.
P44.8 billion, which is still a solid 14% improvement from the Consolidated net cash from financing activities amounting
previous year. to P8.4 billion was 21% higher from last year. Consolidated
Driven by the growth in our EBITDA, and coupled with total debt, likewise, increased by 11% from P65.3 billion at
our lower non-operating expenses for this year, we posted the end of 2014 to reach P72.2 billion at the end of December
an all-time high in net income at P16.5 billion, 23% higher 2015.
against the P13.4 billion reported in 2014. The growth in our
net income was also aided by one-time gains coming from the MOBILE
sale of 51% equity stake in Yondu, Inc. (Yondu) and the Globe provides digital mobile communication services
acquisition of a 98.6% stake in Bayan. Our core net income, nationwide using a fully digital network based on the Global
which excludes the impact of non-recurring charges, including System for Mobile Communication (GSM) technology. We
these one-time gains from the transactions mentioned earlier, provide voice, data, and value-added services to our mobile
foreign exchange and mark-to-market charges, likewise grew by subscribers through three major brands--Globe Postpaid, Globe
Prepaid, and TM.

LIFESTYLE 115
Mobile service revenueswhich accounted for 75% of with GoSURF2499. For a richer data experience, myLifestyle
our consolidated service revenues for the yearrose to P85.1 Plan customers can also choose from any of the Lifestyle Packs,
billion, up 9% from last years level of P78.1 billion, due to the which includes Music (Spotify), Productivity (Work Bundle
strong revenue contributions from mobile data (+55%) and the for access to Evernote, Gmail, Yahoo Mail, and Globe Cloud),
continued subscriber expansion across all mobile brands. We Life (Navigation Bundle, Explore Bundle for access to Agoda,
closed the year with a total mobile subscriber base of 52.9 Cebu Pacific, PAL, and Trip Advisor; and Shopping Bundle
million, up 20% from 44.0 million subscribers last year. This for access to Amazon, AyosDito, eBay, OLX, and Zalora), and
was mainly driven by the sustained strong acquisitions Social (Chat Bundle for access to Viber, Facebook Messenger,
of our prepaid (Globe Prepaid) and mass market brands KakaoTalk, Line, WeChat, and WhatsApp; Photo Bundle for
(TM). Combined, Globe Prepaid and TM gross acquisitions access to Instagram, InstaSize, Photo Grid, and Photo Repost;
comprised 98% of acquired SIMs during the period. The ChatApp for access to Viber or Facebook Messenger; and
increase in gross additions was boosted by the continued success standalone access to Facebook or Twitter). Moreover, they
of our myLifestyle plans, which are bundled with the latest can also get extra calls and texts to other networks, as well as
devices from Apple and Samsung (iPhone 6s/iPhone 6s Plus/ landline and international services with the Classic Packs.
Samsung S6 Edge Plus, Note 5). With the improvement of Globe Postpaid remained the leader in the postpaid segment
overall churn rates in 2015 to 6.11% from 6.46% in 2014, full of the market given the continued growth in our acquisitions
year net incremental subscribers were up by 60% year-on-year of high-quality subscribers throughout the year, closing 2015
from 5.6 million in 2014 to a robust 8.9 million net additions with over 2.4 million subscribers from nearly 2.3 million last
this period. year. The success of the MyLifestyle plan bundled with a wide
range of the latest devices, as well as the innovative deals and
Globe Postpaid promotions launched in 2015, helped boost gross additions
Globe Postpaid leads the overall postpaid market with various to reach a new record high of 982,457 in 2015, which is 18%
plan offerings. Over the years, these plans evolved in order higher than the previous record of 835,290 reported a year
to cater to the changing needs, lifestyles, and demands of our ago. Full year net incremental postpaid subscribers stood at
subscribers. 139,094, 41% lower than 2014 level of 236,719, due to the
To sustain our market leadership in 2015, we launched a higher churn rate in 2015 (3.1%) against last years 2.3%.
revolutionary postpaid plan offer, the new myLifestyle Plan, in Globe Postpaid ARPU of P1,139 was slightly lower by 2%
order to boost the digital lifestyle experience of our customers from last years level of P1,164. Meanwhile, Globe Postpaid
who have fully embraced data and content usage on their subscriber acquisition cost (SAC) increased year-on-year by
mobile phones. The new myLifestyle Plan gives customers 2% from last years P8,700 to P8,878 in 2015, driven by the
access to an easier and simplified plan offer starting at P499 successful launch of iPhone 6S, iPhone 6S Plus and Samsung
a month which comes with built-in unlimited calls and texts Note 5 in the fourth quarter of the year. Globe Postpaid
to Globe and TM plus freebies such as the Navigation Bundle SAC remain recoverable within the 24-month contract of the
which gives customers all day, all month access to applications postpaid plans.
such as Waze, Grab, Google Maps, MMDA, and Accuweather,
1 GB Globe Cloud for easy and hassle-free storage of files and Prepaid
photos, and Gadget Care that allows customers to protect their Globe Prepaid and TM are the prepaid brands of Globe. Globe
devices against theft and accidental damage. On top of the Prepaid is focused on the mainstream market while TM caters
base P499/month plan, Globe postpaid customers can avail of to the value-conscious segment of the market. Each brand is
add-on services like Surf Packs for their mobile internet needs, positioned at different market segments to address the needs of
which are bundled with exclusive access to Spotify and/ or NBA our subscribers by offering them affordable innovative products
League Pass. Customers can choose from GoSURF99 for 100 and services.
MB of mobile internet monthly to as much as 15 GB monthly

L I F ES T Y L E 116
Globe Prepaid institution using their mobile phone. To keep the momentum,
Globe Prepaid gross acquisitions slightly increased by 1% GCash continues to improve its existing portfolio of services
in the fourth quarter to 4.9 million against the 4.8 million and introduce groundbreaking services to extend reach to a
gross additions in the previous quarter, bringing the full year bigger segment of customers.
gross additions to 18.6 million, 17% higher than the 15.9 In March 2015, GCash partnered with GrabTaxi to allow its
million recorded in 2014. The strong acquisitions were driven drivers to receive reimbursements through the GCash GrabTaxi
by the brands aggressive acquisition efforts, value for money card.
promotions, the successful Free Facebook + Viber campaign During the second quarter of 2015, G-Xchange Inc. and
in the first quarter of the year and the popularity of GoSURF IXBase, Inc., an IT solutions provider forged a partnership
data bundles. With the decline in churn in 2015 of 5.9% from during the period to make GCash as the disbursement facility
6.4% in 2014, full year net incremental subscribers increased capturing 20,000 employees from various companies in
by 148% to reach 3.6 million this period from 1.4 million in Visayas and Mindanao. Likewise, Globe Charge and GCash
2014. MasterCard were made available in Boracay during the second
Globe Prepaid ARPU declined year-on-year from P130 in quarter. This enabled partner merchants in Boracay to finally
2014 to only P122 in 2015. Globe Prepaid SAC, likewise, were accept card payments via the Globe Charge, and for customers
significantly lower year-on-year by 38%, and Globe Prepaid to enjoy exclusive partner merchant deals with the use of GCash
SAC remained recoverable within a months ARPU. Mastercard.
In the third quarter of the year, the Company launched the
TM GCash beep Mastercard, the first value-added card to be beep
TM generated its highest gross acquisitions in 2015, registering ready, allowing cardholders to load and pay for their MRT
24.8 million new SIMs, up 18% year-on-year from the 21.1 and LRT trips easily. It is not only a reloadable contactless tap
million last year. Similar to Globe Prepaid, the free Facebook and go card for LRT/MRT passengers but is also accepted as a
+ Viber promo and sustained aggressive acquisition efforts payment option in popular online shopping sites and in almost
boosted acquisitions throughout the year. Coming from the 33 million establishments worldwide which recognize the
very strong acquisition coupled with the decline in churn Mastercard brand. At the same time, because it has a GCash
rates in 2015 from 7.0% to 6.5%, full year net incremental account, it can be used to buy prepaid Globe/TM phone load,
subscribers improved by 33% from 3.9 million in 2014 to 5.2 send money to any Globe/TM user for free, receive remittances,
million in 2015. ARPU was down by 8% year-on-year with the and even withdraw cash from any automated teller machine
continued shift from regular pay-as-you-use service to unlimited (ATM). The GCash beep Mastercard allows balance and
and value offers. TM SAC was down year-on-year by 14%, and transaction monitoring to ensure that everything is properly
remained recoverable within a months ARPU. recorded.
As of end-December 2015, GCash now has the largest
GCash remittance network in the country with 8,239 active GCASH
GCash continues to establish its presence in the mobile remittance partners and 11,839 cash-in and cash-out outlets
commerce industry. GCashs initial thrust towards money- nationwide.
transfers, purchase of goods and services from retail outlets, and
sending and receiving domestic and international remittances Rewards
have spurred alliances in the field of mobile commerce. From We have a loyalty and rewards program called My Rewards,
a regular remittance service back in 2004, it has evolved into My Globe for Globe Prepaid subscribers, TM Astig Rewards
a total mobile money solution that carries a wide portfolio of for TM subscribers and Tattoo+ Rewards for Tattoo Broadband
payment options for its customers. Today, GCash allows Globe subscribers. Globe Postpaid subscribers can earn points based
and TM subscribers to send money, pay bills, buy load, enjoy on their monthly billed amounts in excess of their Monthly
rebates, shop online, play games, and donate to to their favorite Subscription Fee (MSF). Subscribers have the option to redeem

LIFESTYLE 117
rewards instantly, or accumulate points to avail of higher value and forwarding, special numbers, and voicemail. For corporate
rewards. Redeemed points in the form of telecom services is and enterprise customers, we offer voice solutions that include
netted out against revenues whereas points redeemed in the regular and premium conferencing, enhanced voice mail, IP-
form of non-telco services such as gift certificates and other PBX solutions, and domestic or international toll-free services.
products are reflected as a marketing expense. At the end With our cutting-edge Next Generation Network (NGN),
of each period, Globe estimates and records the amount of Globe Business Voice solutions offer enterprises a bevy of fully-
probable future liability for unredeemed points. managed traditional and IP-based voice packages that can be
In 2014, Globe Postpaid launched the Globe Blue or customized to their needs.
Platinum Rewards Cards. The new cards can also work as Our fixed line data services include end-to-end data
a GCash Mastercard which can be used to shop anywhere solutions customized according to the needs of businesses. Our
within the Philippines and even abroad. Membership to product offerings include international and domestic leased line
Globe Blue is given to postpaid customers who spend an services, wholesale and corporate internet access, data center
average of P2,000-P3,499 per month over a 12-month services, and other connectivity solutions tailored to the needs
period. Meanwhile, membership to the Globe Platinum is of specific industries.
given to postpaid customers who subscribe to plan P3,799 or Our international data services provide corporate and
spend an average of P3,500-P4,999 over a 12-month period. enterprise customers with the most diverse international
Finally, membership to Platinum Elite Rewards card is given connectivity solutions. Our extensive data network allow
to postpaid customers who subscribe to All Net P5,000 or customers to manage their own virtual private networks,
P10,000; roaming P5,000 or P10,000 or spend an average of subscribe to wholesale internet access via managed international
P5,000 and above over a 12-month period. Special perks may private leased lines, run various applications, and access other
vary depending on the plan subscription. networks with integrated voice services over high-speed,
redundant, and reliable connections. In addition to bandwidth
access from multiple international submarine cable operators,
Broadband and Fixed Line Business we also have two international cable landing stations situated in
We also offer a full range of fixed line communication different locales to ensure redundancy and network resiliency.
services, wired and wireless broadband access, and end-to-end Our domestic data services include data center solutions
connectivity solutions customized for consumers, SMEs (Small such as business continuity and data recovery services, 24x7
& Medium Enterprises), large corporations, and businesses. monitoring and management, dedicated server hosting,
Our fixed line voice services include local, national and maintenance for application-hosting, managed space, and
international long distance calling services in postpaid and carrier-class facilities for co-location requirements and dedicated
prepaid packages through our Globelines brand. Subscribers hardware from leading partner vendors for off-site deployment.
get to enjoy toll-free rates for national long distance calls Other fixed line data services include premium-grade access
with other Globelines subscribers nationwide. Additionally, solutions combining voice, broadband, and video offerings
postpaid fixed line voice consumers enjoy free unlimited dial- designed to address specific connectivity requirements. These
up internet from their Globelines subscriptions. Low-MSF include Broadband Internet Zones (BIZ) for broadband-to-
(monthly service fee) fixed line voice services bundled with room internet access for hotels, and Internet Exchange (GiX)
internet plans are available nationwide and can be customized services for bandwidth-on-demand access packages based on
with value-added services including multi-calling, call waiting average usage.

L I F ES T Y L E 118
Globe Business also launched Cloud Solutions that allows selected areas where DSL is not yet available, we offer Tattoo
an organization's infrastructure to match the elasticity of the WiMAX, a fixed wireless broadband service that uses our
business climate and increase its business agility. The new WiMAX network. Meanwhile, for consumers who require a
cloud capabilities were the first large-scale, private and public- fully mobile, internet-on-the-go broadband connection, Tattoo
ready, next generation cloud in Asia. We offer Software-as-a- On-the-Go allows subscribers to access the internet using
Service or SaaS, which include a suite of business applications HSPA+, 3G with HSDPA, EDGE, GPRS or WiFi at various
that leverage on the power of cloud to help enterprises improve hotspots nationwide using a plug-and-play USB modem. This
their business operations such as: service is available in both postpaid and prepaid packages. In
Globe Mail - a low-cost hosted email solution with addition, consumers in selected urban areas who require faster
features such as File storage and sharing, Instant connections have the option to subscribe to Tattoo Torque
messaging, Music, photo, and video storage and sharing, broadband plans using leading edge GPON (Gigabit Passive
Whiteboard sharing, and Media player; Optical Network) technology with speeds of up to 100 Mbps.
Google Apps for Work - a cloud-based productivity In 2015, we--through our home broadband brand Tattoo-
suite that helps businesses and its employees connect -have unveiled our latest roster of broadband plans for new
and get work done from anywhere on any device; customers to further grow our customer base. With the new
Office 365 which has applications that are always up to broadband plans, customers get exclusive access to a portfolio of
date and accessible from virtually anywhere; entertainment content which allows them to watch movies and
Canvas Mobile Forms - enables businesses to replace basketball games, as well as stream music at the comfort of their
expensive and inefficient paper forms with powerful homes. As an online entertainment service provider, HOOQ
mobile forms on their smartphones and tablets; boasts of an extensive content library with thousands of movies,
Google Drive for Work - a new premium offering for television episodes and shows available for users to watch,
businesses that includes all the services in Google Apps including titles from partners Sony Pictures and Warner Bros.
for business plus unlimited storage, advanced audit Entertainment. With Spotify, the world's most popular music
reporting, new security controls, and Google Vault; streaming service, customers get the best music experience
PayrollCloud application - is an end-to-end SaaS with access to over 20 million songs. On the other hand, the
Payroll System; NBA League Pass allows customers to watch basketball games
Document Cloud - allows companies to manage, access, along with highlights, stats, and other features. Then with our
and store business-related content through a virtual partnership with Disney, Globe customers will now have access
enterprise storage system; to an array of Disney content offerings (whose brands include
Globe HealthCloud - an end-to-end web-based Disney, Pixar, Marvel, Star Wars and global leader in short-
health ICT solution that enables real-time, secure, and form video, Maker Studios) including long- and short-form
convenient access to health information programming, interactive content and games, theatrical releases,
We offer wired, fixed wireless, and fully mobile internet- and retail promotions. Finally, we introduced Tattoo Platinum
on-the-go services across various technologies and connectivity Fibre-Fast deals this year giving those who subscribed to Tattoo
speeds for our residential and business customers. Tattoo@ Platinum plans (on 50 Mbps, 100 Mbps and 150 Mbps plans)
Home consists of wired or DSL broadband packages bundled special discounts up to 50% off on their MSF for the first 12
with voice, or broadband data-only services which are available months. Each plan comes with premium access to Spotify,
with download speeds ranging from 1 Mbps up to 15 Mbps. In HOOQ, and NBA League Pass.

LIFESTYLE 119
Our fixed line and broadband revenues ended the year on-the-go and Tattoo@home broadband offerings, bundling
with P28.6 billion, up 36% compared to 2014 as a result of broadband plans with access to premium content such as
the strong growth in our customer base, which reached to 4.3 Spotify, NBA League Pass and HOOQ. Even excluding the
million subscribers as of end-December 2015. The remarkable impact of Bayans consolidation in the second half of 2015, our
revenue growth and customer uptake throughout the year full year broadband service revenues would have still increased
was partially driven by our various broadband products and by 27% year-on-year, growing to P16.1 billion in 2015 from
packages bundled with exclusive access to entertainment the P12.7 billion recorded a year ago.
content (HOOQ, NBA League Pass, Disney). Our fixed line data segmentexcluding Bayancontinued
Another contributor to this years positive year-on-year its revenue growth with P6.6 billion, 21% higher year-on-year
growth was Bayans consolidation starting on the third quarter and 4% growth quarter-on-quarter fueled by strong demand
of 2015. Excluding the impact of Bayans consolidation, our for domestic and international leased line services, sustained
total fixed and broadband revenues reached P25.7 billion as of circuit base expansion, and the increasing popularity of cloud-
end December of 2015still a remarkable 23% increase from a based services, such as data storage and solutions-based cloud
year ago. computing. Likewise, including Bayans result as of end-
Our broadband business, which now includes Bayan, December of 2015, the fixed line data segment showed a 40%
likewise sustained its growth momentum, increasing both in growth year-on-year.
revenues and subscriber base by 38% and 55% respectively. Our total fixed line voice revenues likewise improved year-
Total broadband service revenues reached P17.5 billion in on-year by 23% due mainly to expansion in subscriber base,
2015, with total subscriber base now reaching 4.3 million. both organically given the popularity of bundled broadband
The impressive growth in revenues was driven by subscriber plans and the impact of Bayans consolidation starting on the
expansion in both wireless (+56%) and wired broadband third quarter of 2015. Even without the aid of Bayans results,
(+48%) solutions, given the favorable customer response to our our fixed line voice still grew by 8% from a year ago.
various Tattoo

L I F ES T Y L E 120
Report of the Audit Committee to the Board of Directors
For the Year Ended 31 December 2015
Pursuant to the Audit Committee Charter, the Committee supports corporate governance through its oversight responsibilities relative to:
a) the integrity of financial statements and financial reporting processes and principles; b) internal controls; c) the qualifications, remuneration,
selection, performance and independence of external auditors; d) staffing, focus, scope, performance, and effectiveness of the internal audit function; e)
risk management; and (f) compliance with legal, regulatory, and corporate governance requirements. Management however has primary responsibility
for financial statements and reporting processes, internal controls, legal and regulatory compliance, risk management and corporate governance.

For 2015, the Audit Committee reports:


An independent director chairs the Audit Committee.
We had five (5) meetings. The Chief Financial Officer (CFO), Chief Audit Executive (CAE) and the appointed Independent Auditors Navarro
Amper/Deloitte Philippines (NA/DP) attended the Committee meetings. The President & Chief Executive Officer (CEO) and other members of
Management attended committee meetings as needed, based on the meeting agenda.
The Committee held a separate executive session with the CEO, Chief Commercial Officer, Chief Technology and Information Officer and CFO in
December 2015 to gain an overview of business strategy, technologies and risks.
The Committee Chairman met with the CEO regularly during Board meeting week. During the year, he also had briefing sessions with other
members of Management.
We reviewed and discussed quarterly unaudited financial statements and the audited annual financial statements of Globe Telecom, Inc. and
Subsidiaries (Globe Group), including Managements Discussion and Analysis of Financial Condition and Results of Operations with the CFO,
Internal Auditors and NA/DP.
We reviewed and discussed updates on Sweden Programs focusing on closure of Phase 1 implementation, placing ownership and
accountability with the Business, and completion of Phase 2 or Prepaid deployment without major glitches. We also discussed the status of
Optimus Program on the completion of enterprise reporting capability.
We reviewed and discussed plans and updates on mobile and wireline network expansion projects.
We discussed challenges on service creation, credit and billing processes and Management initiatives to address the same.
We reviewed and discussed the highest corporate risks identified by the Enterprise Risk Management Services, focusing on competition, data
traffic upsurge, cyber and information security, business continuity, fraud, regulatory, among others. Measures to manage these risks were
reported.
We reviewed and discussed fraud detections and losses for 2015 and anti-fraud measures implemented by Management.
We reviewed and discussed with the Corporate and Legal Services Group Head relevant regulatory and legal updates.
We reviewed and discussed updates on the transformation program for Information Security and Data Privacy. We noted Managements ongoing
efforts to protect sensitive data and company information in light of global hacking incidents and the recently enacted Data Privacy Law.
We discussed with the Companys Internal Auditors and Independent Auditors the overall scope of, and plans for, their respective 2015 audits,
approved the same and reviewed their performance relative to the audit plans.
We discussed the reports of NA/DP on financial statements and compliance to financial reporting standards and their observations on internal
controls. No material control weaknesses were noted by NA/DP.
We discussed the results and reports of Internal Controls Division reviews, involvement and contributions in key Globe projects,
implementation of audit recommendations and initiatives for capability building. Overall, processes and risk management controls are
continuously being improved.
We reviewed the effectiveness of the internal audit function ensuring compliance with International Standards for the Professional Practice of
Internal Auditing (ISSPIA) and providing value to the Company. We concluded that Internal Controls Divisions resources are allocated to
review areas of highest risk and support key enterprise projects.
We assessed and discussed the Audit Committees performance for 2015 to confirm that the Committee continues to meet Board,
Management and shareholder expectations.
NA/DP did not perform non-audit services for the Globe Group in 2015.

Based on the reviews and discussions referred to above, the Audit Committee recommends that the audited financial statements be included in
the Annual Report for the year ended 31 December 2015 for filing with the Securities and Exchange Commission.

We also recommend the re-appointment of NA/DP as the Globe Groups Independent Auditors for 2016 based on its satisfactory initial year
performance.

We confirm that the Company's internal controls and risk management systems are adequate and effective in all material respects.

4 February 2016

LIFESTYLE 121
L I F ES T Y L E 122
LIFESTYLE 123
Independentassurancestatement

Scopeandapproach
Globe Telecom, Inc. commissioned DNV GL AS Philippines Branch (DNV GL) to undertake independent
assuranceofthe2015AnnualandSustainabilityReport(theReport)fortheyearended31December2015.

We performed our work using DNV GLs assurance methodology VeriSustainTM1, which is based on our
professionalexperience,international assurancebestpracticeincludingInternationalStandardonAssurance
Engagements 3000 (ISAE 3000). We evaluated the performance data at a high level using the reliability
principle together with available collated data. The performance data in scope included economic,
environmentalandsocialdata.

Financialinformationfromtheannualreportwasexcludedasthesehadbeenindependentlyauditedbya3rd
party accountant, the following sections were also excluded from the scope of assurance Management
Discussion and Analysis, as this was a summary of the 20IS figure submitted to regulatory authorities
(PhilippinesStockExchangeSecuritiesandExchangeCommission).

WeunderstandthatthereportedfinancialdataandinformationarebasedondatafromGlobeTelecom,Inc.s
AuditedFinancialStatements[postedFebruary26,2016],whicharesubjecttoaseparateindependentaudit
process.ThereviewoffinancialdatatakenfromtheAuditedFinancialStatementsisnotwithinthescopeof
ourwork.

Weplannedandperformedourworktoobtaintheevidenceweconsiderednecessarytoprovideabasisfor
ourassuranceopinion.Weareprovidingalimitedlevelofassurance.Theproceduresperformedinalimited
assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable
assurance engagement; and consequently, the level of assurance obtained in a limited assurance
engagement is substantially lower than the assurance that would have been obtained had a reasonable
assuranceengagementbeenperformed.DNVGLconductedtheassurancebasedonreportingprinciples.

The scope of assurance carried out by DNV GLs multidisciplinary team of sustainability and assurance
specialistscoveredoperationsofGlobeTelecom,Inc.GlobeFintechInnovations,Inc.,KickstartVentures,Inc.,
InnoveCommunications,andGXchange,Inc.inthePhilippines.

ResponsibilitiesoftheDirectorsofGlobeTelecom,Inc.andoftheassurance
providers
TheDirectorsofGlobeTelecom,Inc.havesoleresponsibilityforthepreparationoftheReport.Inperforming
ourassurancework,ourresponsibilityistothemanagementofGlobeTelecom,Inc.;howeverourstatement
representsourindependentopinionandisintendedtoinformallofGlobeTelecom,Inc.stakeholders.DNVGL
wasnotinvolvedinthepreparationofanystatementsordataincludedintheReportexceptforthisAssurance
Statement.
WehavenoothercontractwithGlobeTelecom,Inc.andthisisthefirstyearthatwehaveprovidedassurance.
DNVGLsassuranceengagementsarebasedontheassumptionthatthedataandinformationprovidedbythe
clienttousaspartofourreviewhavebeenprovidedingoodfaith.DNVGLexpresslydisclaimsanyliabilityor
coresponsibilityforanydecisionapersonoranentitymaymakebasedonthisAssuranceStatement.

Basisofouropinion
Weundertookthefollowingactivitiesaspartoftheassuranceprocess:

1
TheVeriSustainprotocolisavailableuponrequestatwww.dnvgl.com/assurance/reporting/verification.html

Page 1 of 3
L I F ES T Y L E 124
Review of the current sustainability issues that could affect Globe Telecom, Inc. and are of interest to
stakeholders;
ReviewofGlobeTelecom,Inc.approachtostakeholderengagementandrecentoutputsofastakeholder
engagement process conducted through a third party that included the vendors, government, parent
companiesandaffiliates,andmediaanddisasterrespondents.Stakeholderengagementwithemployees
andcustomerswascarriedoutdirectlybyGlobeTelecom,Inc.;
ReviewofinformationprovidedtousbyGlobeTelecom,Inc.onitsreportingandmanagementprocesses;
Interviews with selected Directors and senior managers responsible for management of sustainability
issuesandreviewofselectedevidencetosupportissuesdiscussed.DNVGLwasfreetochoosepersonnel
from various functions for the interview so as to ensure adequate coverage of the report. Functions
interviewed included Human Resources, Enterprise Risk Management, Corporate Communications,
PropertyManagement,andCorporateSocialResponsibility;
Site visits to Globe Telecom, Inc HQ, Globe Fintech Innovations, Inc. and Kickstart Ventures, Inc., were
carried out for review of process and systems. Globe Fintech Innovations and Kickstart Ventures both
contributedstoriesfortheReport;
Review of supporting evidence for key claims and data in the report. Our checking processes were
prioritised according to materiality and we based our prioritisation on the materiality of issues at a
consolidatedcorporatelevel;
Reviewoftheprocessesforgatheringandconsolidatingthespecifiedperformancedata.

Opinion
On the basis of the work undertaken, nothing came to our attention to suggest that the Report does not
properly describe Globe Telecom, Inc.s adherence to the Principles for defining Report Content in GRI G4.
DNV GL believes that the report is in line with the Core requirements of the GRI G4 Guidelines. Further
conclusionsandobservationsontheadoptionofreportingprinciplesandspecifiedperformanceinformation
aremadebelow.

Limitations
The engagement excludes the sustainability management, performance and reporting practices of Globe
Telecom,Inc.associatedcompanies,suppliers,contractorsandanythirdpartiesmentionedintheReport.The
company position statements and key addresses are excluded from the scope of our work. DNV GL did not
interviewexternalstakeholdersaspartofthisAssuranceEngagement.Economicperformancesbasedonthe
financialdatawerecrosscheckedwithinternaldocumentsandtheauditedconsolidatedfinancialstatements.
Limiteddepthofevidencegatheringincludinginquiryandanalyticalproceduresandlimitedsamplingatlower
levelsintheorganizationwereapplied.ThebaselinedataforEnvironmentalandSocialperformancearenot
verified,whiletheaggregateddataatthecorporatelevelareusedfortheverification.

Observations
Withoutaffectingourassuranceopinionwealsoprovidethefollowingobservations:
Theverificationteamhasobservedthatthereisgeneralawarenessofsustainabilitycontextacrossalldifferent
levelsoftheorganization.FurtheropinionswithregardstotheadherencetothefollowingPrinciplesaremade
below;

Materiality
Globe Telecom, Inc. has identified four focus areas such as Care for the Environment, Care for our People,
PositiveSocietalImpact,andaDigitalNationbasedoninternalconsultationwithprojectandoperatingteams,
media research on the recurring themes, and customer surveys. The corresponding GRI performance
indicatorswiththefourfocusareasareaddressedintheReport.Acomprehensivematerialityassessmentwas
completed only in late 2015 and will only be implemented for the Sustainability Report to be published in
2017. The materiality assessment process is presented with illustration in the Report under the section

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Materiality.Intheprioritizationofmaterialaspects,GlobeTelecom.,Inc.could,inthefuture,alsoconsider
incorporatingstakeholderviewsandexpectationsoftheirsubsidiaries.

Completeness
TheReporthascoveredthesustainabilitystrategy,managementapproachandsustainabilityperformancesof
GlobeTelecom,Inc.ThecurrentreportingboundariesaredependentonsubsidiariesthatGlobeTelecom,Inc.,
has ownership of, and not where it may exercise management control. Globe Telecom, Inc. could consider
includinginitsboundariesallentitiesthatgeneratesignificantsustainabilityimpactsandthoseoverwhichit
exercisessignificantinfluence.

AccuracyandReliability
ThedocumentallowsthereadertoexamineboththepositiveandthenegativetrendofGlobeTelecom,Inc.
performance in 2015. Globe Telecom, Inc. has selected, compiled and reported information in a relatively
consistentmanner.Thestakeholdercananalyzechangesinthesustainabilityperformanceovertime.Thedata
usedforreportingofthesustainabilityperformancepresentedintheReportiscollectedfromthesubsidiaries
byacentrally,dedicatedfunctioninGlobeTelecom,Inc.headquartersandconsolidatedforreporting,whichis
acommonapproachusedbylargecompanies.Anyerrorsormisstatementsidentifiedduringtheengagement
were corrected prior to the Report being published. Data owners were able to demonstrate the origin and
interpretationofthedatainareliablemanner.Thedatawasidentifiableandtraceable.

DisclosureofManagementApproach.
GlobeTelecom,Inc.hasprovidedinitsdisclosureofmanagementapproach,thefourfocusareaswhichform
the basis of their reported materiality aspects for this Report. Globe Telecom, Inc. has also explained why
thesetopicsarematerialandinitiativesthatthecompanyhastakentomanagethesematerialissues.Globe
Telecom, Inc. could consider in the future, to have commitments, goals and targets identified for short,
mediumandlongtem,andreportingonperformanceagainstthesegoalsandtargets.

OpportunitiesforImprovement
We believe that the outcome of the recent materiality assessment in this sustainability report could have
improved the economic, social and governance indicators covered. With regards to the reporting principles,
we noted that Globe Telecom, Inc. is working on further alignment of its sustainability report and material
indicatorstoofGRIG4,andalsoalignmentoftheDMAtorecentlyidentifiedmaterialissues.

ForandonbehalfofDNVGLASPhilippinesBranch
30March2016



GraceCheah AntonioAstone
LeadVerifier Reviewer
DNVGLBusinessAssurance DNVGLBusinessAssurance

DNV GL Business Assurance is part of DNV GL Group and a global provider of certification, verification,
assessment and training services, helping customers to build sustainable business performance.
www.dnvgl.com

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-69-

The following table presents the summarized financial information of the BPI Globe BanKO
as at December 31, 2015 and 2014 and for the years ended December 31, 2015 and 2014.

December 31, 2015 December 31, 2014


(In Thousand Pesos)
Statement of Financial Position:
Current assets, including cash and cash equivalents 402,079 1,097,312
Noncurrent assets 267,985 222,343
Current liabilities 537,155 1,291,002
Equity 132,909 28,652

2015 2014
Statement of Comprehensive Loss:
Revenue 97,997 85,534
Cost and expenses 333,728 670,824
Loss before tax (235,731) (585,290)
Income tax benefit (11,284) (25,912)
Total comprehensive loss /Net loss for the year (224,447) (559,378)
Globe Groups share in net loss for the year (89,779) (219,006)

10.5 Investment in BMPL


Globe Telecom and other leading Asia Pacific mobile operators (JV partners) signed an
Agreement in 2004 (JV Agreement) to form a regional mobile alliance, which will operate
through a Singapore-incorporated company, BMPL. The JV Company is a commercial
vehicle for the JV partners to build and establish a regional mobile infrastructure and common
service platform and deliver different regional mobile services to their subscribers.
Globe Group has a ten percent (10%) stake in BMPL. The other joint venture partners each
with equal stake in the alliance include SK Telecom, Co. Ltd., Advanced Info Service Public
Company Limited, Bharti Airtel Limited, Maxis Communications Berhad, Optus Mobile Pty.
Limited, Singapore Telecom Mobile Pte, Ltd., Taiwan Mobile Co. Ltd., PT Telekomunikasi
Selular and CSL Ltd. Under the JV Agreement, each partner shall contribute USD4.00
million based on an agreed schedule of contribution. Globe Telecom may be called upon to
contribute on dates to be determined by the JV. On November 25, 2014, Globe Telecom
received a return of capital amounting to USD1.40 million.
As of December 31, 2015 and 2014, the carrying value of the investment in BMPL amounted
to 29.80 million and 21.21 million, respectively.
The following table presents the summarized financial information of the BMPL as at
December 31, 2015 and 2014 and for the years ended December 31, 2015 and 2014.

2015 2014
(In Thousand Pesos)
Statement of Financial Position:
Current assets, including cash and cash equivalents 357,616 323,583
Noncurrent assets 28,403 28,097
Current liabilities 91,630 142,769
Equity 294,389 208,911
Statement of Comprehensive Income:
Revenue 223,156 208,122
Cost and expenses 155,768 156,370
Total comprehensive income/ Net income for the year 67,388 51,752
Globe Groups share in net income for the year 6,550 6,066

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GLOBE STORES
GMA GATEWAY
SM NORTH EDSA 3/F Gateway Mall, Araneta Center, Cubao Quezon City
4/F Cyberzone Bldg., New SM Annex, SM City North Edsa, EASTWOOD MALL
Quezon City 2/F Eastwood Mall, Eastwood City, Cyberpark, E. Rodriguez
UP TECHNO STORE Avenue, Bagumbayan, Quezon City
UP Ayalaland TechnoHub Diliman, Commonwealth, SHANGRI-LA
Quezon City G/F Shangri-la Plaza, EDSA cor. Shaw Boulevard,
SM ANGONO Mandaluyong City
2/F SM Angono Mall, Manila East Road, Angono, Rizal PODIUM
TRINOMA 5/F The Podium Building, ADB Avenue, Ortigas Center,
M1 Unit 1034, Trinoma Mall, EDSA, Quezon City Mandaluyong City
SM NOVALICHES ROBINSONS GALLERIA
2/F SM City Novaliches, Quirino Highway, San Bartolome 2, G/F East Wing, Robinsons Galleria Mall, EDSA cor. Ortigas
Novaliches, Quezon City Avenue, Quezon City
SM MARIKINA GREENHILLS
G/F Cyberzone, SM City Marikina, Marcos Highway, G/F V Mall, Greenhills Shopping Center, Ortigas Avenue, San
Calumpang, Marikina City Juan
SM FAIRVIEW GREENBELT 4
3/F Cyberzone, SM City Fairview, Quirino Highway Cor. 2/F Greenbelt 4, Ayala Center, Makati City
Regalado Avenue, Brgy. Greater Lagro, Novaliches, Quezon SM MAKATI
City 4/F Concourse Area, SM Makati Department Store, Ayala
SM TAYTAY Center, Makati City
2/F Building B, SM City Taytay, Manila East Road, Taytay, TOWER ONE
Rizal Mezzanine, Unit C Makati Stock Exchange, Ayala Tower One,
SM MASINAG Ayala Avenue cor. Paseo de Roxas, Makati City
2/F Cyberzone, SM City Masinag, Marcos Highway, Antipolo GLORIETTA
City G/F Glorietta 3, Ayala Center, Makati City
SM VALENZUELA THE GLOBE TOWER
3/F SM Super Center Valenzuela, McArthur Highway, The Globe Telecom Bldg., 32nd St. 7th Ave., Bonifacio Global
Valenzuela City City, Taguig
AYALA FAIRVIEW MARKET MARKET
3054-3054A, 3/F Quirino Highway cor. Maligaya Drive, Brgy. 4/F Market Market, Bonifacio Global City, Taguig
Pasong Putik, Novaliches Q.C. ROCKWELL
SM MEGAMALL Level R2 Power Plant Mall, Rockwell, Makati City
4/F Cyberzone, SM Megamall Building B, Ortigas Center, SM AURA
Pasig City Unit 434, 4/F SM Aura Premiere, 26th Street cor. McKinley
SM LIGHT Parkway, Brgy. Fort Bonifacio, Global City, 1630, Taguig City
Unit 136, G/F SM Light Mall, Boni Ave., Mandaluyong City ALPHA LAND
ALI MALL CUBAO G/F Alphaland Southgate Mall, EDSA cor. Pasong Tamo
UG/F, Ali Mall II, Araneta Center, Cubao, Quezon City Extension, Makati City
QUEZON AVENUE SM BICUTAN
Unit 103-A, G/F National Bookstore Inc., Quezon Avenue, 2/F SM City Bicutan Building B, Dona Soledad Avenue, Brgy.
Quezon City Don Bosco, Bicutan, Paranaque City

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SM MALL OF ASIA SM BALIUAG
2/F North Parking Building, SM Mall of Asia, Pasay City Unit 141, G/F SM City Baliwag, Doa Remedios Trinidad
SM SAN LAZARO Highway, Brgy. Pagala Baliuag, Bulacan
3/F SM City San Lazaro, Felix Huertas cor. A.H. Lacson Sts, SM PAMPANGA
Sta. Cruz, Manila Unit 129, Cyberzone SM City, City of San Fernando,
SM MANILA Pampanga
LG/F Cyberzone, SM City Manila, Arroceros cor. Marcelino SM CABANATUAN
Sts, Manila 2/F Cyberzone SM City Cabanatuan, Maharlika Highway,
SM SOUTHMALL Cabanatuan City
3/F Cyberzone, SM Southmall Alabang-Zapote Road, Las Pinas HARBOR POINT Microstore
City Unit 1012, G/F Harbor Point Mall, Rizal Ave., Subic Bay
SM SUCAT Freeport Zone, Olongapo City
3/F SM Supercenter Sucat, Sucat Road, Paranaque City CONCEPCION Microstore
ROBINSONS PLACE MANILA Unit 2, G/F Suarez Bldg., Timbol St., San Nicolas, Concepcion,
4/F Pedro Gil Wing, Robinsons Place Manila, Pedro Gil cor. Tarlac
Adriatico Sts, Ermita, Manila Gapan Microstore
BINONDO 2/F Waltermart Mall, Bayanihan, Gapan City, Nueva Ecija
3/F, Lucky China Town Mall, Calle Felipe cor. La Chombre Sts, GUAGUA Microstore
Barangay 293, Zone 28, Binondo, Manila Plaza Burgos, Guagua Pampanga
SM STA. MESA TUGUEGARAO
3/F SM City Sta. Mesa, Ramon Magsaysay Blvd. cor. Araneta, Unit 79, Chowking Bldg., Balzain Road, Tuguegarao City,
Sta. Mesa, Manila Cagayan Valley
SM BF HOMES PUREGOLD LAOAG
3/F Cyberzone Area, SM City, BF Paranaque Puregold Bldg., J.P. Rizal St., Laoag City, Ilocos Norte 2900
SAN FERNANDO, LA UNION
LUZON G/F La Union Provincial Administrative Commercial Bldg.,
SM TARLAC
Quezon Ave., 2500 San Fernando, La Union
Unit 345, 3/F Cyberzone, SM City, McArthur Highway, Tarlac
City DAGUPAN
SM MARILAO G/F 127 Nepo Mall Dagupan, Arellano St., Dagupan,
Unit 219, 2/F SM City Marilao, Km. 21 Brgy. Ibayo, Pangasinan
McArthur Highway, Bulacan VIGAN
SM CLARK Collegio Business Center, Mart 1 Nueva Segovia St., Vigan City
Unit 203-204, 2/F SM City Clark, Clarkfield, Pampanga SM ROSALES
SM OLONGAPO Unit IT112, G/F SM City Rosales, MacArthur Highway, Brgy.
Unit 306, 3/F SM City Olongapo, Brgy. Pagasa Magsaysay Carmen East, Rosales, Pangasinan
Drive, Olongapo City SM BAGUIO
CABANATUAN Unit 349 & 350, 3/F SM City Baguio, Luneta Hill, Upper
GL-4B NE Pacific Mall, Km. 111, Maharlika Highway, Session Road, Baguio City
Cabanatuan City, Nueva Ecija HYPERMART LAOAG Microstore
SM SAN FERNANDO G/F SM Hypermarket, F. R. Castro Cor. Paco Roman St. Laoag
Unit 314, 3/F SM City San Fernando, V. Tiomico St., Brgy. City, Ilocos Norte 2900
Poblacion, City of San Fernando, Pampanga

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SM BACOOR Pinamalayan Microstore
324-325, 3/F Cyberzone Area SM City Bacoor, Tirona FCA Bldg. 2, Mabini St., Zone 3, Pinamalayan, Or. Mindoro
Highway cor. Aguinaldo Highway, Bacoor, Cavite Citimart-Bauan Microstore G/F Citimart Bauan, Kap. Ponso
SM MOLINO St., Bauan, Batangas
Unit 213, 2/F SM Supercenter Molino, Molino IV, Bacoor, SM NAGA
Cavite Unit 212, 2/F SM City Naga Central Business II, Brgy.
SM ROSARIO Triangulo, Naga City
Unit 237, 2/F SM City Rosario, Gen. Trias Drive, Rosario SM LUCENA
Cavite CZ 014, 3/F Cyberzone SM Lucena, Dalahican cor. Pagbilao
SM DASMARINAS Roads, Lucena City
E204, 2/F SM Dasmarias, Governor Drive 1, Brgy. Sampaloc LEGASPI
Dasmarias, Cavite 2/F Pacific Mall, Landco Business Park, Bitano, Legaspi City
PUERTO PRINCESA SM SAN PABLO
Unit 1, G/F GETAN Square, 273 Rizal Ave., Puerto Princesa, 2/F SM San Pablo, Maharlika Highway, San Pablo City
Palawan LCC Iriga Microstore
SM MUNTINLUPA 2/F LCC Mall, Highway 1, San Francisco, Iriga City
Unit 240, 2/F SM Supercenter Muntinlupa, National Road, TABACO MS
Tunasan, Muntinlupa City G/F VSP Bldg., Riosa St., Brgy. Divino Rostro, Tabaco City,
ALABANG TOWN CENTER Albay
2/F Alabang Town Center, Madrigal cor. Commerce Ave.,
Alabang, Muntinlupa VISAYAS
AYALA CEBU
FESTIVAL SUPERMALL Active Zone, Ayala Center Cebu, Cebu Business Park, Cebu
08 & XS-09, 3/F Filinvest Festival Supermall, Filinvest City 6000
Corporate City, Alabang Muntinlupa SM SEASIDE
The District, Ayala Mall Imus 3/F Cyberzone, South Road Properties (SRP), Mambaling,
Cebu City
Unit 112B, G/F The District, Ayala Mall, Imus, Cavite SM CEBU
CALAPAN 2/F Cyberzone, SM City Cebu Northwing, North Reclamation
G/F Homemark Bldg., JP Rizal St., Camilmil, Calapan City, Area, Cebu City 6000
Or. Mindoro SM CONSOLACION
SM BATANGAS 201-Q, 2/F Cyberzone, SM City Consolacion, Lamac,
Units 229 & 230, 2/F SM City Batangas, Pastor Village, Consolacion Cebu 6001
Pallocan West, Batangas City ELIZABETH MALL
SM LIPA 3/F Elizabeth Mall, N. Bacalso cor. Keon Kilat Sts, Cebu City
2/F SM City Lipa, Ayala Highway, Brgy. Marawoy, Lipa City, 6000
Batangas 4217 GAISANO TABUNOK
SM CALAMBA 2FF-17, 2/F Gaisano Grand Fiesta Mall, Highway Tabunok,
2/F Cyberzone SM City Calamba, National Highway, Brgy. Talisay City, Cebu 6045
Real, Calamba City GAISANO ISLAND MALL
SM STA. ROSA G/F Annex-5 Gaisano Island Mall, Pajo, Lapu-lapu City, Cebu
2/F Cyberzone SM City Sta. Rosa, Brgy. Tagapo, Sta. Rosa City, 6015
Laguna SM ILOILO
2/F SM City Iloilo, B. Aquino Ave., Mandurriao, Iloilo City
5000

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ROBINSONS ROXAS 3/F Gaisano Mall, Roxas Ave., Villa Verde, Iligan City 9200
2/F Robinsons Place, Pueblo de Panay, Roxas City, Capiz 5800 VALENCIA
SM BACOLOD Unit 215, 2/F NVM Mall, Sayre Highway, Valencia City,
Unit 209-210, 2/F Cyberzone, North Wing SM City, Bukidnon 8709
Reclamation Area, Bacolod City 6100 OZAMIS
AYALA BACOLOD B-5, G/F Gaisano Ozamis City Mall, cor. Rizal Ave. & Zamora
Stall F123, G/F The District North Point, Talisay Highway, Extension, Ozamiz City, Misamis Occidental 7200
Brgy. Zone 15, Talisay City, Negros Occidental 6115 PAGADIAN
SM DELGADO L/G Gaisano Capital, San Pedro District, Pagadian City 7016
G/F SM Delgado cor. Valeria & Delgado Sts., Iloilo City 5000 DAVAO ABREEZA
ROBINSONS BACOLOD 3/F Abreeza Mall, JP Laurel Avenue, Davao City 8000
3/F Robinsons Place, Mandalagan, Bacolod City 6100 COTABATO CITY
DUMAGUETE BPI Bldg. Makakua St., Cotabato City 9600
Space 276-279, 2/F Robinsons Dumaguete, Calindagan, TAGUM
Dumaguete City, Negros Oriental 6200 3/F Gaisano Mall of Tagum National Highway, Tagum City
GAISANO ILOILO 8100
2/F Gaisano City, La Paz, Iloilo City 5000 SM LANANG
BORACAY Unit C3-150, 3/F Cyberzone, SM lanang Premier, JP Laurel
Block C, Unit 1-2A Phase 2, D'Mall De Boracay, Balabag, Ave. Bajada, Davao City 8000
Malay, Aklan 5608 SM GENSAN
ISLAND CITY MALL Unit CY01-03, 3/F SM Mall of Gensan, Santiago Blvd., cor.
LG/F Island City Mall, Dao District, Tagbilaran City 6300 San Miguel Street, General Santos City 9500
ROBINSONS TACLOBAN SM DAVAO
G/F Annex Bldg., Robinson's Place Tacloban, National 2/F Cyberzone, SM Annex Bldg., SM City Davao, Ecoland,
Highway, Tabuan, Marasbaras Tacloban City, Leyte 6500 Quimpo Blvd., Davao City 8000
CALBAYOG ZAMBOANGA
Unit #2, Crown Bldg., Magsaysay Blvd., Calbayog City, Door 2&3, ARV Bldg., San Jose Road, Zamboanga City 7000
Western Samar 6710 KORONADAL
MAASIN 4/F KCC Mall of Marbel, Gensan Drive, Koronadal City,
G/F (beside main entrance), Pering Chai Bio Bldg., Tomas South Cotabato 9506
Oppos St., Tunga-Tunga, Maasin City 6600

MINDANAO
SM CAGAYAN DE ORO
Unit 313, 3/F SM CITY CDO, Gran via St. cor Mastersons
Ave., Cagayan De Oro City 9000
CDO LIMKETKAI
North Concourse, Limketkai Mall, Lapasan, Cagayan de Oro
City 9000
AYALA CENTRIO
2/F Ayala Centrio Mall, Lapasan, Cagayan de Oro City 9000
BUTUAN
3/F Gaisano Mall, J.C. Aquino Ave., Butuan City 8600
ILIGAN

LIFESTYLE 293
Lif e s ty l e LIFE e ve ry day
HO W WE L I V E FU L LY W H AT W E M A K E O F I T W H AT K E E P S U S G O IN G

LIFEST YLE As p i r at i on s GROWTH


W H AT W E MA K E H A P P E N W H AT W E A C H IE V E TO G E T H E R
Transforming experience through
connections. Cultivating memories from
relationships that define us. This is the
way we live, and this is how we push
forward.

Flow, an installation by the artist Libor


Sostak, uses hand-blown glass elements
that resemble dynamic movement. It
echoes information rushing in virtual
and infinite space, creating a wonderful
world.

This enables a digital lifestyle flowing


through every Filipinoconnecting us CO M M IT M E N T FO RWA R D
W H AT W E N U RT U R E W H E R E T H E F U T U R E TA K E S U S
to better possibilities. We charge ahead,
inspiring progress and opportunity.
We nourish passion as we create value.
When we revolutionize the modern
landscape, we lead a bright future for all.

L I F ES T Y L E 294
Project Lead
Ma. Yolanda Crisanto, APR Stock Trading Information
Globe Telecom is listed on the
Project Manager Philippine Stock Exchange
Roland Ferrer Ticket symbol: GLO

Project Assistant SUBSIDIARIES


Kristel Or-Tan
Innove Communications, Inc.
18th Floor, Innove IT Plaza
Collaborators Samar Loop corner Panay Road
Jan Lester Olao Bianca Wong Cebu Business Park
Jose Mari Fajardo Nature Calderon 6000 Cebu City
Emily San Gabriel Aileen Burgos Trunkline: (032) 415-8822 / (032) 730-2000
Rasia Tan Jacq Fuentes
Joan Pauleen Go Vinchi Syquia G-Xchange, Inc.
Anthony Gonzales Minette Navarrete 24th Floor, The Globe Tower
Winny Ko Pia Bernal 32nd St. cor. 7th Ave.
Maria Virginia Tolentino-Uy Fernando Esguerra Bonifacio Global City, Taguig
Dada Dyquiangco Apple Evangelista Website: www.globe.com.ph/gcash
Robert Gonzales Rofil Magto
Lynn Atanacio-Cano Miguel Bermundo Yondu
Rizza Salvino Amor Macalalad 7th Floor, Panorama Tower
Lyn Sebial Patrick Erestain 34th Street corner Lane A
Nio Guardino John Rubio Bonifacio Global City, Taguig City
Bernadette Jimenez Nia Angela Gonzales Trunkline: (02) 847-2732 locals 133, 134 & 135
Peterson Fernandez Chris Manguera Website: http://www.yondu.com/
Joven Cabingao Ronald Testa
Beng Bernal Marc Arthur Garcia Kickstart Ventures, Inc.
Christine Blabagno Michelle Catoto 55 Paseo de Roxas Avenue
Mike Andrade De Guzman Benjo Garcia Makati City
Alberto Arago Andrea Tan Trunkline: (02) 625-8723
Website: www.kickstart.ph
Photography
Wig Tysmans Asticom Technology, Inc.
9th Floor, 139 Corporate Center
Concept, Design, Writing, and Layout 139 Valero St. Makati City
Medium3

SHAREHOLDER SERVICES
CORPORATE INFORMATION For inquiries regarding dividend payments, change of address, account
status, and lost/damaged stock
Head Office certificates, please contact our stock transfer agent:
Globe Telecom, Inc.
The Globe Tower Bank of the Philippine Islands
32nd St. cor. 7th Ave. (BPI) Stock Transfer Office
Bonifacio Global City, Taguig 16th Floor, BPI Building
Trunkline: (02) 730-2000 Ayala Avenue corner Paseo de Roxas
Website: www.globe.com.ph Makati City
Tel. (02) 816-9067 / (02) 816-9321
Office of Corporate Secretary Fax. (02) 845-5515
28th Floor, The Globe Tower
32nd St. cor. 7th Ave. For further information regarding the annual report, please contact:
Bonifacio Global City, Taguig
Email: [email protected] Ma. Yolanda C. Crisanto, APR
Senior Vice President, Corporate Communications
Investor Relations Email: [email protected]
10th Floor, The Globe Tower
32nd St. cor. 7th Ave.
Bonifacio Global City, Taguig
Email: [email protected]

Corporate Communications
26th Floor, The Globe Tower
32nd St. cor. 7th Ave.
Bonifacio Global City, Taguig
Email: [email protected]

LIFESTYLE 295
THE GLOBE TOWER
32nd Street corner 7th Avenue
Bonifacio Global City, Taguig, 1634 Philippines
Tel (632) 730 2000
www.globe.com.ph
COVER SHEET
P W 0 0 0 0 1 1 7 7
SHEET
G L O B E T E L E C O M , I N C .

(Company's Full Name)

2 7 / F T H E G L O B E T O W E R

3 2 N D S T R E E T C O R N E R 7 T H A V E N U E

B O N I F A C I O G L O B A L C I T Y T A G U I G
(Business Address: No. Street City / Town / Province)

ROSEMARIE MANIEGO-EALA 797-2000


Contact Person Company Telephone Number

1 2 3 1 1 7 A 0 4 0 8
Month Day FORM TYPE Month Day
Fiscal Year Annual Meeting

Year
Secondary License Type, if Applicable

Applicable

Dept. Requiring this Doc. Amended Articles Number/Section

Total Amount of Borrowings

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

purposes
@ Globe Telecom, Inc.
The Globe Tower
32nd Street corner 7th Avenue
Bonifacio Global City
Taguig, Philippines

+632.7972000
\ www.gLobe.com.ph
14 April 2016

Securities and Exchange Commission


SEC Building, EDSA, Greenhills,
Mandaluyong City, Metro Manila

Gentlemen/Mesdames:

Globe Telecom, Inc. SEC 17-A R>(sport for the Fiscal Year ended December 31, 2015

In compliance with bEC rules and regLlati


lations, we are pleased to submit four (4) copies of
Globe Telecom, Inc.'s SEC 17-A repor| kit
kit for the fiscal year ended December 31, 2015.

Each kit contains the following docurr ents:

1. 2015 Annual and Sustainability Repor


t;
t with Ai dited Financial Statements for the fiscal year ended
2. SEC Form 17-A Repor
December 31, 2015;
3. SEC Form - Annual Corporate Governance Report (ACGR) for the year 2015; and,
4. Annexes to the ACGR for the \ ear 2015 with information as of December 31, 2015.

We trust that you will find the aforementioned documents to be in good order.

Very truly yours, |

an| Lester O. Olano


Vice President
Financial Planning and Analysis

End: a/s
SEC Number: 1177
File Number: ____

GLOBE TELECOM, INC.

27th Floor, The Globe Tower


32nd Street corner 7th Avenue,
Bonifacio Global City, Taguig 1634
(632) 797-2000

SEC Form 17-A

FOR THE FISCAL YEAR ENDED

31 DECEMBER 2015
Bonifacio Global City. Taquiq City Postal Cnrtp- 1B

SECURIT1 IES AND EXCHANGE COMMI

SEC FOI
> ANNUAL REPORT PURSUANT ro section
SECTION 141 OF (pORPORATIC
I
ACT AND

1 @ For the fiscal year ended: 31 December 2015

2- SEC Identification Number: 1177

3- BIR Tax Identification No. 000-76!l-480-OOO

4- Exact name of registrant as specified in its charter: Globe Telecom. Inc.

5. Province, Country or other jurisdicjon ofjncorporation or organization: Philippines

6. Industry Classification Code: __[ (SEC Use Only)


6. Industry Classification Code: (SEC Use Only)

7. Address of principal office: 27th F oof. The Globe Tower 32nd Street corner 7th Avenue
Bonifacio Global City. Taguiq City
Postal Code: 1634
8. Registrant's telephone number: {&
@2\ 797-2000
9. Former name, former address, and former fiscal year: N/A

10. Securities registered pursuant to S< ictions 4 and 8 of the RSA

Title of Each Class Par Value No. of Shares Amount


Common (4 50 132,742,767 P 6,637,138,350
Voting Preferred 5 158,515,021 792,575,105
Non-Voting Preferred I 50 20,000,000 1,000,000,000
311,239,788 P 8,429,713^455"

11. Are any or all of these securities list id on the Philippine Stock Exchange? Yes ( x ] No [ ]

12. Check whether the registrant:

(a) has filed all reports required to be fi


led by Section 11 of the Revised Securities Act (RSA) and RSA
is26 and 141 ofThe Cornnr
jsw"' v- [ xTths (or foNrof]shorter period that the atinn (V.r
^^ f=/vfn... nu:i:@:@ @ @
^K'srsa
reports): Yes [ x J

(b) has been subject t


o such filing requin :ments for the past 90 days: Yes [ x ]
No[ ]
13. Aggregate market value of the voting stock held by non-affiliates of the registrant as of 31 December
2015: P54.7 billion

0
TABLE OF CONTENTS

PART I BUSINESS AND GENERAL INFORMATION .............................................................. 1


ITEM 1. BUSINESS ....................................................................................................................... 1
ITEM 2. PROPERTIES ................................................................................................................. 36
ITEM 3. LEGAL PROCEEDINGS.................................................................................................... 39
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ........................................ 43
PART II OPERATIONAL AND FINANCIAL INFORMATION ................................................. 44
ITEM 5. ISSUERS EQUITY, MARKET PRICE, DIVIDENDS AND RELATED STOCKHOLDER MATTERS .... 44
ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF OPERATIONS ......................................... 50
For The Financial Year Ended 2015.................................................................................... 50
For The Financial Year Ended 2014.................................................................................... 84
PART III CONTROL AND COMPENSATION INFORMATION ............................................ 117
ITEM 7. DIRECTORS AND KEY OFFICERS .................................................................................. 117
ITEM 8. EXECUTIVE COMPENSATION ........................................................................................ 125
ITEM 9. SECURITY OWNERSHIP OF CERTAIN RECORD, BENEFICIAL OWNERS & MANAGEMENT .... 132
ITEM 10. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................................. 133
PART IV CORPORATE GOVERNANCE .............................................................................. 134
PART V SUSTAINABILITY ................................................................................................... 135
ITEM 11. ENVIRONMENTAL IMPACT ........................................................................................... 135
ITEM 12. PEOPLE MANAGEMENT............................................................................................... 138
ITEM 13. SOCIETAL IMPACT ...................................................................................................... 141
SIGNATURES .......................................................................................................................... 149
PART VI EXHIBITS AND SCHEDULES ............................................................................... 150
INDEX TO EXHIBITS ............................................................................................................... 151
PART I BUSINESS AND GENERAL INFORMATION
Any reference in this report to we, us, our, Company means the Globe Group including its
wholly-owned subsidiaries and references to Globe mean Globe Telecom, Inc., the parent
company, not including its wholly-owned subsidiaries. Also, unless otherwise stated or the context
indicates otherwise, references to Board of Directors, committees, management, directors, officers
and stockholders are references to the Board of Directors, committees, management, directors,
officers and stockholders of Globe and references to the Bylaws, Articles of Incorporation or other
documents are references to the Bylaws, Articles of Incorporation or other documents of Globe.

Item 1. Business

Globe Telecom, Inc. is a major provider of telecommunications services in the Philippines,


supported by over 6,800 employees and over 1 million retailers, distributors, suppliers, and
business partners nationwide. The Company operates one of the largest and most technologically-
advanced mobile, fixed line and broadband networks in the country, providing reliable, superior
communications services to individual customers, small and medium-sized businesses, and
corporate and enterprise clients. Globe currently has about 53 million mobile subscribers, over 4
million broadband customers, and over 1 million landline subscribers.

Globes principal executive offices are located at the The Globe Tower, 32nd Street corner 7 th
Avenue, Bonifacio Global City, Taguig, Metropolitan Manila, Philippines.

Globe is one of the largest and most profitable companies in the country, and has been consistently
recognized both locally and internationally for its corporate governance practices. It is listed on the
Philippine Stock Exchange under the ticker symbol GLO and had a market capitalization of US$5.3
billion as of the end of December 2015.

The Companys principal shareholders are Ayala Corporation and Singapore Telecom, both
industry leaders in their respective countries. Aside from providing financial support, this
partnership has created various synergies and has enabled the sharing of best practices in the
areas of purchasing, technical operations, and marketing, among others.

Globe is committed to being a responsible corporate citizen. Globe BridgeCom, the companys
umbrella corporate social responsibility program, leads and supports various initiatives that (1)
promote education and raise the level of computer literacy in the country, (2) support
entrepreneurship and micro-enterprise development particularly in the countryside, and (3) ensure
sustainable development through protection of the environment and excellence in operations. Since
its inception in 2003, Globe BridgeCom has made a positive impact on the lives of thousands of
public elementary and high school students, teachers, community leaders, and micro-
entrepreneurs throughout the country. For its efforts, Globe BridgeCom has been recognized and
conferred several awards and citations by various Philippine and international organizations.

The Globe Group is composed of the following companies:

Globe Telecom, Inc. (Globe) provides mobile telecommunications services;

Innove Communications Inc. (Innove), a wholly-owned subsidiary, provides fixed line


telecommunications and broadband services, high-speed internet and private data networks
for enterprise clients, services for internal applications, internet protocol-based solutions and
multimedia content delivery;

G-Xchange, Inc. (GXI), a wholly-owned subsidiary, provides mobile commerce services


under the GCash brand;

GTI Business Holdings, Inc. (GTI) is a wholly-owned subsidiary with authority to provide
VOIP services. Its wholly-owned subsidiaries are: GTI Corporation (GTIC US), a company
organized under the General Corporation Law of the State of Delaware for the purpose of
engaging in any lawful act or activity; Globe Telecom HK Limited (GTHK), a limited
company organized under the Companies Ordinance of Hong Kong; Globetel European
Limited and its subsidiaries namely: UK Globetel Limited, a private limited company under

1|SEC FORM 17-A


the Companies Act of 2006, wherein the registered address is in England and Wales;
Globe Mobile' Italy S.r.l. (GMI), a limited liability company to perform, directly, and/or
through its subsidiaries, services such as voice calling, SMS, MMS, load top-up and
mobile data to Filipinos based in, or visiting Italy with registered address in Milan, Italy;
and Globetel Internacional European Espaa, S.L., a company with registered address in
Barcelona, Spain;

Kickstart Ventures, Inc. (Kickstart), a wholly-owned subsidiary, is a pioneering business


incubator designed to provide aspiring technopreneurs with funds and facilities, mentorship
and market access needed to build new businesses; Kickstarts subsidiary is Flipside
Publishing Services, Inc. (FPSI) which was consolidated in February 2014;

Asticom Technology, Inc. a wholly-owned subsidiary is a system integrator and information


technology services provider to domestic and international markets.

Globe Capital Venture Holdings, lnc. (GCVHI), a wholly-owned subsidiary, is a holding


company through which strategic businesses and initiatives are intended to be
consolidated. GCVH was incorporated on June 2015. GCVHI's subsidiaries are Globe
Fintech Innovations, Inc. (GFI) and Adspark Holdings, Inc.(AHI); and

Bayan Telecommunications, Inc. (Bayan), is a provider of data and communications


services such as dedicated domestic and international leased lines, frame relay services,
Internet access, and other managed data services like Digital Subscriber Lines (DSL).
BTI's subsidiaries are: Radio Communications of the Philippines, Inc. (RCPI), Alarmnet,
Inc. (Alarmnet), Telecoms Infrastructure Corp. of the Philippines (Telicphil), Sky Internet,
Incorporated (Sky Internet), BTI Global Communications Japan, Inc. (BTI - Japan), BTI
Global Communications Ltd. (BTI - UK), and NDTN Land, Inc. (NLI).

The Company is a grantee of various authorizations and licenses from the National
Telecommunications Commission (NTC) as follows: (1) license to offer and operate facsimile, other
traditional voice and data services and domestic line service using Very Small Aperture Terminal
(VSAT) technology; (2) license for inter-exchange services; and (3) Certificate of Public
Convenience and Necessity (CPCN) for: (a) international digital gateway facility (IGF) in Metro
Manila, (b) nationwide digital cellular mobile telephone system under the GSM standard (CMTS-
GSM), (c) nationwide local exchange carrier (LEC) services after being granted a provisional
authority in June 2005, and (d) international cable landing stations located in Nasugbu, Batangas
and Ballesteros, Cagayan.

A. Business Development and Corporate History

In 1928, Congress passed Act No. 3495 granting the Robert Dollar Company, a corporation
organized and existing under the laws of the State of California, a franchise to operate wireless
long distance message services in the Philippines. Subsequently, Congress passed Act No. 4150
in 1934 to transfer the franchise and privileges of the Robert Dollar Company to Globe Wireless
Limited which was incorporated in the Philippines on 15 January 1935.

Globe Wireless Limited was later renamed as Globe-Mackay Cable and Radio Corporation (Globe-
Mackay). Through Republic Act (RA) 4630 enacted in 1965 by Congress, its franchise was
further expanded to allow it to operate international communications systems. Globe-Mackay was
granted a new franchise in 1980 by Batasan Pambansa under Batas Pambansa 95.

In 1974, Globe-Mackay sold 60% of its stock to Ayala Corporation, local investors and its
employees. It offered its shares to the public on 11 August 1975.

In 1992, Globe-Mackay merged with Clavecilla Radio Corporation, a domestic telecommunications


pioneer, to form GMCR, Inc. (GMCR). The merger gave GMCR the capability to provide all forms
of telecommunications to address the international and domestic requirements of its customers.
GMCR was subsequently renamed Globe Telecom, Inc. (Globe).

2|SEC FORM 17-A


In 1993, Globe welcomed a new foreign partner, Singapore Telecom, Inc. (STI), a wholly-owned
subsidiary of Singapore Telecommunications Limited (SingTel), after Ayala and STI signed a
Memorandum of Understanding.

In 2001, Globe acquired Isla Communications Company, Inc. (Islacom) which became its wholly-
owned subsidiary effective 27 June 2001. In 2003, the National Telecommunications Commission
(NTC) granted Globes application to transfer its fixed line business assets and subscribers to
Islacom, pursuant to its strategy to integrate all of its fixed line services under Islacom.
Subsequently, Islacom was renamed as Innove Communications, Inc. (Innove).

In 2004, Globe invested in G-Xchange, Inc. (GXI), a wholly-owned subsidiary, to handle the mobile
payment and remittance service marketed under the GCash brand using Globes network as
transport channel. GXI started commercial operations on 16 October 2004.

In November 2004, Globe and seven other leading Asia Pacific mobile operators (JV partners)
signed an agreement (JV agreement) to form Bridge Alliance. The joint venture company operates
through a Singapore-incorporated company, Bridge Mobile Pte. Limited (BMPL) which serves as a
commercial vehicle for the JV partners to build and establish a regional mobile infrastructure and
common service platform to deliver different regional mobile services to their subscribers. The
Bridge Alliance currently has a combined customer base of over 250 million subscribers among its
partners in India, Thailand, Hong Kong, South Korea, Macau, Philippines, Malaysia, Singapore,
Australia, Taiwan and Indonesia.

In 2005, Innove was awarded by the NTC with a nationwide franchise for its fixed line business,
allowing it to operate a Local Exchange Carrier service nationwide and expand its network
coverage. In December 2005, the NTC approved Globes application for third generation (3G) radio
frequency spectra to support the upgrade of its cellular mobile telephone system (CMTS) network
to be able to provide 3G services. The Company was assigned with 10-Megahertz (MHz) of the 3G
radio frequency spectrum.

On 19 May 2008, following the approval of the NTC, the subscriber contracts of Touch Mobile or
TM prepaid service were transferred from Innove to Globe which now operates all wireless prepaid
services using its integrated cellular networks.

In August 2008, and to further grow its mobile data segment, Globe acquired 100% ownership of
Entertainment Gateway Group (EGG), a leading mobile content provider in the Philippines. EGG
offers a wide array of value-added services covering music, news and information, games, chat
and web-to-mobile messaging.

On 25 November 2008, Globe formed GTI Business Holdings, Inc. (GTIBH) primarily to act as an
investment company.

On October 30, 2008, Globe, the Bank of the Philippine Islands (BPI) and Ayala Corporation (AC)
signed a memorandum of agreement to form a joint venture that would allow rural and low-income
customers access to financial products and services. Last October 2009, the Bangko Sentral ng
Pilipinas (BSP) approved the sale and transfer by BPI of its shares of stock in Pilipinas Savings
Bank, Inc. (PSBI), formalizing the creation of the venture. Globes and BPIs ownership stakes in
PSBI is at 40% each, while ACs shareholding is at 20%. The partners plan to transform PSBI (now
called BPI Globe BanKO, Inc.) into the countrys first mobile microfinance bank. The banks initial
focus will be on wholesale lending to other microfinance institutions but will eventually expand to
include retail lending, deposit-taking, and micro-insurance. BPI Globe BanKO opened its first
branch in Metro Manila in the first quarter of 2011 and now has 6 branches nationwide, over 2,000
partner outlets, 261,000 customers and over P2.4 billion in its wholesale loan portfolio.

On March 2012, Globe launched Kickstart Ventures, Inc. (Kickstart) to help, support and develop
the dynamic and growing community of technopreneurs in the Philippines. Kickstart is a business
incubator that is focused on providing aspiring technopreneurs with the efficient environment and
the necessary mechanisms to start their own business. Since its launch, Kickstart has 10
companies in its portfolio covering the digital media and technology, and web/mobile platform space.

3|SEC FORM 17-A


On October 2013, following the court's approval of the Amended Rehabilitation Plan (jointly filed by
Globe and Bayantel in May 2013), Globe acquired a 38% interest in Bayantel by converting
Bayantel's unsustainable debt into common shares. This follows Globe's successful tender offer for
close to 97% of Bayantel's outstanding indebtedness as of December 2012. As part of the amended
rehab plan and pending regulatory approvals, Globe would further convert a portion of its
sustainable debt into common shares of Bayantel, bringing up its stake to around 56%. On October
2014, Globe Telecom received a copy of the temporary restraining order (TRO) issued by the Court
of Appeals (CA) stopping the National Telecommunications Commissions (NTC) proceedings in
connection with the bid of Globe Telecom Inc. to take over Bayan Telecommunications Inc.
(Bayantel). Despite the lapse of the Temporary Restraining Order (TRO) last December 9, 2014,
the Court of Appeals has advised the NTC to refrain from conducting any proceedings in connection
with the bid of Globe assume majority control of Bayantel.

On June 3, 2014, Globe signed an agreement with Azalea Technology, Inc. and SCS Computer
Systems, acquiring the entire ownership stake in Asticom. Asticom, a systems integrator and
information technology services provider to domestic and international markets, is 49% owned by
Azalea, a 100%-owned subsidiary of Ayala Corporation and 51% owned by SCS Computer
Systems, a subsidiary of Singapore Telecom.

On June 15, 2015, Globe Telecom lnc. disclosed the approval to create a wholly-owned holding
company through which new and strategic businesses are intended to be made and consolidated.
The creation of this holding company aims to provide more focus on developing and growing said
businesses.

On July 20, 2015, Globe Telecom, lnc. ("Globe") has agreed to purchase from Bayan
Telecommunications Holdings, Corporation ("BTHC') and Lopez Holdings, Corporation ("LHC") all
the equity in the capital stock of Bayan Telecommunications, lnc. ("Bayan") that is held by BTHC
and LHC, valued at approximately Php 1.83 Billion (the "Transaction"). The Transaction follows the
conversion by Globe of Bayan debt into equity provided under the resolution of Bayan's
Rehabilitation Court (Regional Trial Court Branch 158 Pasig City) in SEC Case 03-25 dated 27
August 2013, and approved by the National Telecommunications Commission on 2 July 2015, as
previously disclosed. The transaction involves up to 70,763,707 Bayan shares and increases
Globe's equity interests in Bayan from 56.87% to 98.57% of outstanding capital stock.

On July 3, 2015, loan receivables from BTI were revalued, in accordance with the Master
Restructuring Agreement, comprising of principal and interest due until 2023, with quarterly interest
payments and semi-annual principal payments.

On November 12, 2015, Globe received the resolution from the rehabilitation court granting its
motion for the termination of the rehabilitation proceedings involving Bayan. The resolution sets a
key milestone for Bayan, wherein it successfully exits rehabilitation and provides key steps for
Globe to continue to unlock opportunities for synergies with Bayan.

Globe Telecom, Inc. (Globe), Ayala Corporation (AC) and Bank of the Philippine Islands (BPI)
signed an agreement on August 27, 2015 to turn over full ownership of BPI Globe BanKO (BanKO)
to BPI, one of the majority owners of the joint venture. Pending completion of regulatory and
business requirements (including the issuance of a fairness opinion on the share valuation), the
agreement will result in the countrys first mobile phone-based savings bank becoming a wholly-
owned and managed subsidiary of BPI. It is expected that BPI will assume full ownership in BanKO
by year-end. Despite the change in shareholder structure, BanKO will continue to provide broader
and more competitive access to funds and critical financial services to the underbanked, as it has
done in its five years of operation. Globe and AC will sell their respective 40% and 20% stakes in
BanKO to BPI, which already owns 40% of BanKO.

Xurpas Inc. signed an agreement with Globe Telecom on September 1, 2015, investing Php900
Million for a 51% equity stake in Yondu Inc. Upon signing of the Deed of Absolute Sale of Shares
and Subscription Agreement last September 15, 2015, Xurpas paid Php900 Million in cash for the
original subscription and purchase of Yondu shares owned by Globe totalling 22,950 shares at a
valuation of Php39,215 per share, which was determined based on the negotiations between the
parties. The investment solidifies the Globe and Xurpas partnership in the internet and digital space
and will transform Yondu into a regional arm for digital content distribution and other technology

4|SEC FORM 17-A


driven services. The strategic alliance of Globe and Xurpas in Yondu bolsters Globes track record
of partnering with leading digital players to strengthen its position as the purveyor of the Filipino
digital lifestyle.

On September 1, 2015, Yondu Inc. and GCVHI entered into a Deed of Assignment to assign the
formers interest in Global Telehealth, Inc. (GTHI) to GCVHI for a total consideration of 15 million.

On September 15, 2015, Globe Telecom sold its controlling interest in Yondu for a total
consideration of 670 million. On the same date, Yondu issued additional 5,000 common shares
from its unissued authorized capital stock to a third party which further dilutes Globe Telecoms
ownership interest to 49% as of September 2015.

There was no bankruptcy, receivership or similar proceedings initiated during the past four years.

B. Business Segments

1. Mobile Business

Globe provides digital mobile communication services nationwide using a fully digital network based
on the Global System for Mobile Communication (GSM) technology. It provides voice, data and
value-added services to its mobile subscribers through three major brands: Globe Postpaid, Globe
Prepaid and TM.

Postpaid

Globe Postpaid leads the overall postpaid market with various plan offerings. Over the years, these
plans evolved in order to cater to the changing needs, lifestyles and demands of its subscribers.

Sustaining its market leadership in 2015, Globe launched a revolutionary postpaid plan offer, the
new myLifestyle Plan, to boost the digital lifestyle experience of its customers who have fully
embraced data and content usage on their mobile phones. The new myLifestyle Plan gives
customers access to an easier and simplified plan offer starting at P499 a month which comes with
built-in unlimited calls and texts to Globe & TM plus freebies such as the Navigation Bundle which
gives customers all day, all month access to apps such as Waze, Grab Taxi, Google Maps, MMDA,
and Accuweather, 1 GB Globe Cloud for easy and hassle-free storage of files and photos, and
Gadget Care that allows customers to protect their devices against theft and accidental damage.
On top of the base P499/month plan, Globe postpaid customers can avail of add-on services like
Surf Packs for their mobile internet needs, which are bundled with exclusive access to Spotify and/
or NBA League Pass. Customers can choose from GoSurf99 for 100MB of mobile internet monthly
to as much as 15GB monthly with GoSurf499. For a richer data experience, myLifestyle Plan
customers can also choose from any of the Lifestyle Packs, which includes Music (Spotify),
Productivity (Work Bundle for access to Evernote, Gmail, Yahoo Mail, and Globe Cloud), Life
(Navigation Bundle, Explore Bundle for access to Agoda, Cebu Pacific, PAL, and Trip Advisor; and
Shopping Bundle for access to Amazon, AyosDito, eBay, OLX, and Zalora), and Social (Chat
Bundle for access to Viber, Facebook Messenger, KakaoTalk, Line, WeChat, and WhatsApp; Photo
Bundle for access to Instagram, InstaSize, Photo Grid, and Photo Repost; ChatApp for access to
Viber or Facebook Messenger; and standalone access to Facebook or Twitter). Moreover, they
can also get extra calls and texts to other networks, as well as landline and international services
with the Classic Packs.

Prepaid

Globe Prepaid and TM are the prepaid brands of Globe. Globe Prepaid is focused on the
mainstream market while TM caters to the value-conscious segment of the market. Each brand is
positioned at different market segments to address the needs of the subscribers by offering
affordable innovative products and services.

In February 2012, the Company introduced a self-service menu that provides Globe prepaid
subscribers easy access to avail of the latest promos and services of Globe by simply dialing *143#.
In early 2013, this menu was further developed with Globe Prepaid's GoSAKTO which allows the
subscribers to build their own promos (call, text and surf promos) that is best suited for their needs

5|SEC FORM 17-A


and lifestyle. In the third quarter of 2014, the Company brought even more innovation to beef up
its product portfolio by expanding its popular promo GoSAKTO. With the expanded GoSAKTO,
Globe Prepaid customers can personalize their call, text and surfing needs for 1 day, 2 days, 3
days, 7 days, 15 days or even for 30 days. They can also select the type and number of call minutes
and texts they need and adjust data allocation (in MBs) of mobile surfing the way they want it.

Globe Prepaid and TM subscribers can reload airtime value or credits using various reloading
channels including prepaid call and text cards, bank channels such as ATMs, credit cards, and
through internet banking. Subscribers can also top-up via AutoLoad Max retailers nationwide, all
at affordable denominations and increments. A consumer-to-consumer top-up facility, Share-A-
Load, is also available to enable subscribers to share prepaid load credits via SMS.

GCash

Globe also provides its subscribers with mobile payment and remittance services under the GCash
brand. GCash transforms a mobile phone into a virtual wallet, enabling secure, fast, and convenient
way to transfer money at a cost of a text message. This service enables our subscribers to perform
international and domestic remittance transactions, pay fees, utility bills, income taxes, avail of
micro-finance transactions, donate to charitable institutions, and buy Globe prepaid reloads. A wide
network of local and international partnerships has been established over the years including
government agencies, utility companies, cooperatives, insurance companies, remittance
companies and commercial establishments, in order to make GCash an accepted mode of payment
for various products and services.

Loyalty & Rewards Program

Globe has a loyalty and rewards program called My Rewards, My Globe for Globe Prepaid
subscribers, TM Astig Rewards for TM subscribers and Tattoo+ Rewards for Tattoo Broadband
subscribers. Globe Postpaid subscribers can earn points based on their monthly billed amounts in
excess of their Monthly Subscription Fee. Subscribers have the option to redeem rewards instantly,
or accumulate points to avail of higher value rewards.

Redeemed points in the form of telecom services is netted out against revenues whereas points
redeemed in the form of non-telco services such as gift certificates and other products are reflected
as marketing expense. At the end of each period, Globe estimates and records the amount of
probable future liability for unredeemed points.

In 2014, Globe Postpaid launched the Globe Blue or Platinum Rewards Cards. The new cards can
also work as a GCash Mastercard which can be used to shop anywhere within the Philippines and
even abroad. Membership to Globe Blue is given to postpaid customers who spend an average of
P2,000-P3,499 per month over a 12-month period. Meanwhile membership to the Globe Platinum
is given to postpaid customers who subscribe to plan P3,799 or spend an average of P3,500-
P4,999 over a 12-month period; and membership to Platinum Elite Rewards card is given to
postpaid customer who subscribe to All Net P5,000 or P10,000; roaming P5,000 or P10,000 or
spend an average of P5,000 and above over a 12-month period. Special perks may vary depending
on the plan subscription.

(a) Mobile Voice

Globe's voice services include local, national and international long distance call services. It has
one of the most extensive local calling options designed for multiple calling profiles. In addition
to its standard, pay-per-use rates, subscribers can choose from bulk and unlimited voice
offerings for all-day or off-peak use, and in several denominations to suit different budgets.

Globe keeps Filipinos connected wherever they may be in the world, made possible by its tie-
up with 736 roaming partners in 236 calling destinations worldwide. Globe also offers roaming
coverage on-board selected shipping lines and airlines, via satellite. Through its Globe
Kababayan program, Globe provides an extensive range of international call and text services
to allow OFWs (Overseas Filipino Workers) to stay connected with their friends and families in
the Philippines. This includes prepaid and reloadable call cards and electronic PINs available in
popular OFW destinations worldwide.

6|SEC FORM 17-A


(b) Mobile SMS, Mobile Browsing and Value-Added Services

Globe's Mobile SMS service includes local and international SMS offerings. Globe also offers
various bucket and unlimited SMS packages to cater to the different needs and lifestyles of its
postpaid and prepaid subscribers.

Globe's Mobile Browsing services allow subscribers to access the internet using their internet-
capable handsets, devices or laptops with USB modems. Data access can be made using
various technologies including LTE, HSPA+, 3G with HSDPA, EDGE and GPRS. In 2014, the
Company spearheaded the shift from unlimited time-based data plans to volume-based
consumable plans, geared towards improving the mobile data experience of its subscribers and
ensures the most appropriate pricing of data. Instead of unlimited mobile internet SuperSurf,
Globe and TM subscribers can choose from a variety of GoSurf consumable data plans, ranging
from P15 for 30 MB to P2,499 for 15 GB per month.

Globe's Value-Added Services offers a full range of downloadable content covering multiple
topics including news, information, and entertainment through its web portal. Subscribers can
purchase or download music, movie pictures and wallpapers, games, mobile advertising,
applications or watch clips of popular TV shows and documentaries as well as participate in
interactive TV, do mobile chat, and play games, among others. Additionally, Globe subscribers
can send and receive Multimedia Messaging Service (MMS) pictures and video, or do local and
international 3G video calling.

Through Globe's partnership with major banks and remittance companies, and using Globe's
pioneering GCash platform, subscribers can perform mobile banking and mobile commerce
transactions. Globe subscribers can complete international and domestic remittance
transactions, pay fees, utility bills and income taxes, avail of micro-finance transactions, donate
to charitable institutions, and buy Globe prepaid load credits using its GCash-activated SIM.

2. Fixed Line and Broadband Business

Globe offers a full range of fixed line communications services, wired and wireless broadband
access, and end-to-end connectivity solutions customized for consumers, SMEs (Small & Medium
Enterprises), large corporations and businesses.

(a) Fixed Line Voice

Globe's fixed line voice services include local, national and international long distance calling
services in postpaid and prepaid packages through its Globelines brand. Subscribers get to
enjoy toll-free rates for national long distance calls with other Globelines subscribers nationwide.
Additionally, postpaid fixed line voice consumers enjoy free unlimited dial-up internet from their
Globelines subscriptions. Low-MSF (monthly service fee) fixed line voice services bundled with
internet plans are available nationwide and can be customized with value-added services
including multi-calling, call waiting and forwarding, special numbers and voice mail. For
corporate and enterprise customers, Globe offers voice solutions that include regular and
premium conferencing, enhanced voice mail, IP-PBX solutions and domestic or international toll
free services. With the Company's cutting-edge Next Generation Network (NGN), Globe
Business Voice solutions offer enterprises a bevy of fully-managed traditional and IP-based
voice packages that can be customized to their needs.

(b) Fixed Line Data

Fixed line data services include end-to-end data solutions customized according to the needs of
businesses. Globe's product offerings include international and domestic leased line services,
wholesale and corporate internet access, data center services and other connectivity solutions
tailored to the needs of specific industries.

Globe's international data services provide corporate and enterprise customers with the most
diverse international connectivity solutions. Globe's extensive data network allow customers to
manage their own virtual private networks, subscribe to wholesale internet access via managed

7|SEC FORM 17-A


international private leased lines, run various applications, and access other networks with
integrated voice services over high-speed, redundant and reliable connections. In addition to
bandwidth access from multiple international submarine cable operators, Globe also has two
international cable landing stations situated in different locales to ensure redundancy and
network resiliency.

The Company's domestic data services include data center solutions such as business
continuity and data recovery services, 24x7 monitoring and management, dedicated server
hosting, maintenance for application-hosting, managed space and carrier-class facilities for co-
location requirements and dedicated hardware from leading partner vendors for off-site
deployment.

Other fixed line data services include premium-grade access solutions combining voice,
broadband and video offerings designed to address specific connectivity requirements. These
include Broadband Internet Zones (BIZ) for broadband-to-room internet access for hotels, and
Internet Exchange (GiX) services for bandwidth-on-demand access packages based on average
usage.

Globe Business also launched Cloud Solutions that allows an organization's infrastructure to
match the elasticity of the business climate and increase its business agility. The new cloud
capabilities were the first large-scale, private and public-ready, next generation cloud in Asia.
Globe offers Software-as-a-Service or SaaS, which include a suite of business applications that
leverage on the power of cloud to help enterprises improve their business operations such as:

Globe Mail - a low-cost hosted email solution whose features include File storage and
sharing, Instant messaging, Music, photo, and video storage and sharing, Whiteboard
sharing and Media player;
Google Apps for Work - A cloud-based productivity suite that helps businesses and its
employees connect and get work done from anywhere on any device;
Office 365 which has applications that are always up to date and accessible from
virtually anywhere;
Canvas Mobile Forms - which enables businesses to replace expensive and inefficient
paper forms with powerful mobile forms on their smartphones and tablets;
Google Drive for Work - is a new premium offering for businesses that includes all the
services in Google Apps for business plus unlimited storage, advanced audit reporting,
new security controls and Google Vault
PayrollCloud application - which an end-to-end SaaS Payroll System;
Document Cloud - allows companies to manage, access and store business-related
content through a virtual enterprise storage system;
Globe HealthCloud - an end-to-end web-based health ICT solution that enables real-
time, secure and convenient access to health information

Moreover, the Company offers Infrastructure Services that provide consulting, managed
services, and integrated solutions to establish agile and flexible IT environments. This enables
customers through a strategy covering assessment through design, implementation,
management and optimization to reach a true end-to-end solution. These are: Backup-as-a-
Service platform which is the most advanced backup and restoration software that enables
continuous data protection, local off-site storage and managed services to industries,
enterprises as well as small and medium businesses; Disaster-Recovery-as-a-Service platform
to address the infrastructure replacements to improve uptime of applications and data in
instances of natural or man-made disasters.

Furthermore, Infrastructure-as-a-Service is also offered to corporate clients such as: Virtual


Private Cloud which allows them to acquire processing power without the high cost of purchasing
dedicated servers; and Dedicated-Private-Cloud which reduces the complexity of cloud
computing by leveraging pre-configured and fully-tested components.

(c) Broadband

Globe offers wired, fixed wireless, and fully mobile internet-on-the-go services across various
technologies and connectivity speeds for its residential and business customers. Tattoo@Home

8|SEC FORM 17-A


consists of wired or DSL broadband packages bundled with voice, or broadband data-only
services which are available with download speeds ranging from 1 Mbps up to 15 Mbps. In
selected areas where DSL is not yet available, Globe offers Tattoo WiMAX, a fixed wireless
broadband service using its WiMAX network. Meanwhile, for consumers who require a fully
mobile, internet-on-the-go broadband connection, Tattoo On-the-Go allows subscribers to
access the internet using HSPA+, 3G with HSDPA, EDGE, GPRS or Wi-Fi at various hotspots
nationwide using a plug-and-play USB modem. This service is available in both postpaid and
prepaid packages. In addition, consumers in selected urban areas who require faster
connections have the option to subscribe to Tattoo Torque broadband plans using leading edge
GPON (Gigabit Passive Optical Network) technology with speeds of up to 100 Mbps.

The Company officially launched its Long-Term Evolution (LTE) broadband service in
September 2012 with the Tattoo Black Postpaid Plans. The nomadic broadband plans are
equipped with an LTE dongle or LTE superstick that deliver browsing speeds of up to 42 Mbps
and come with personalized customer handling services such as a dedicated hotline, a
relationship manager, and many other perks.

In 2013, Globe Telecom expands its Long Term Evolution (LTE) footprint as Tattoo Home
Broadband, brings the latest internet technology to households, allowing subscribers to surf the
internet at ultrafast speeds within the comfort of their homes. With home broadband LTE,
households have access to high-speed internet ideal for watching high-definition videos,
downloading and uploading large files, seamless video and music streaming, and voice-over-
internet-protocol or VOIP calling with clear quality. This LTE service is backed by the largest
4G network in the country deployed by Globe. Unlimited broadband bundles with free calls to
Globe and TM was offered during the year starting at Plan 1099 at 1 Mbps up to Plan 4999 at
15 Mbps. Meanwhile, internet-only plans that connect at 3 and 5 Mbps are available at Plan 999
and 1999 respectively, both with unlimited web access. Also in the same year, affordable
android tablets were offered bundled with a free Wi-Fi stick which can be availed in both postpaid
plans and prepaid. Also, Tattoo 4G Flash with surfing speeds of up to 7.2 Mbps were introduced
to the market. LTE plans starting at P1,299 were made available with a Free LTE dongle or pay
a one-time fee of P2,000 for an upgrade to a mobile Wi-Fi device. Tattoo consumable plans
were further improved with more browsing hours and an option to upgrade to a mobile Wi-Fi
device. Another Tattoo revolutionary promo offer during 2013 was the most affordable tablet
bundles, whereby its subscribers can get free three devices with unlimited internet browsing and
mobile text and call.

In 2014, the widest range of Tattoo Prepaid mobile Wi-Fi devices was made available at
affordable prices. Tattoo Postpaid likewise introduced the best value tablet bundle with no
upfront cash out and Postpaid Tattoo Plan with free LTE stick (Plan 999) or LTE Mobile WiFi
(Plan 1299). Meanwhile, Tattoo Home Broadband unleashed the fastest broadband connection
as it upgrades its speeds within the same and more affordable plan. Starting at Plan 1599, the
formerly 3 Mbps Tattoo Home Broadband bundle has been upgraded to a faster and more
reliable 5 Mbps speed. Moreover, Tattoo Platinum, the premium broadband product continued
its expansion to provide fiber powered home broadband experience powering up the community
in Rockwell Makati with the ultra-high speed home broadband service. Together with residents
from Forbes, Urdaneta, Bel-Air and Serendra, Rockwell residents may now enjoy speeds of up
to 1 Gbps. Tattoo Platinum currently offers speeds of up to 50 Mbps at Plan 2499, 100 Mbps at
Plan 3499, 200 Mbps at Plan 4499, 500 Mbps at Plan 7499, and 1 Gbps at Plan 9499. Being
the first to launch the Gigabit-capable Passive Optical Network (GPON) internet service in the
Philippines, Tattoo Platinum comes with exclusive offers all for Free such as Globe landline,
Globe-to-Globe landline NDD calls, Unlicalls to Globe and TM mobile, 4-port modem + Wi-Fi
router and a Tattoo Postpaid Stick with 40 surfing hours per month. Beyond these, Tattoo
Platinum subscribers may enjoy exclusive perks and privileges such as priority servicing in
Globe Stores and Hotline, dedicated relationship managers for Plan 4999 and up, and discounts
to partner merchants and concierge services. During the last quarter of 2014, Tattoo Postpaid
launched gadget bundle offers with no upfront cashout and low monthly fees and each bundle
comes with free three (3) months Spotify Premium subscription of 1GB data per month, bluetooth
speaker, mobile Wi-Fi device and 1GB Globe Cloud. Likewise, Tattoo Prepaid SIM portfolio was
re-launched with the new LTE Combi-SIM (regular & micro SIM) and LTE Tri-SIM (regular, micro
& nano SIM) with speeds of up to 42 Mbps plus freebies.

9|SEC FORM 17-A


In 2015, the Company, through its home broadband brand Tattoo, has unveiled its latest roster
of broadband plans for new customers with a strong bid to attract more customers and further
grow its customer base. With the new broadband plans, customers get exclusive access to a
portfolio of entertainment content which allows them to watch movies and basketball games, as
well as stream music at the comfort of their homes. As an online entertainment service provider,
HOOQ boasts of an extensive content library with thousands of movies, television episodes and
shows available for users to watch, including titles from partners Sony Pictures and Warner Bros.
Entertainment. With Spotify, the world's most popular music streaming service, customers get
the best music experience with access to over 20 million songs. On the other hand, the NBA
League Pass allows customers to watch basketball games along with highlights, stats and other
features. Likewise, with Walt Disney partnership, Globe customers will now have access to an
array of Disney content offerings (whose brands include Disney, Pixar, Marvel, Star Wars and
global leader in short-form video, Maker Studios) including long- and short-form programming,
interactive content and games, theatrical releases and retail promotions. Meanwhile, Tattoo
Platinum Fibre-Fast deals were introduced during the year giving those who subscribed to
Tattoo Platinum plans (on 50Mbps, 100Mbps and 150Mbps plans) a special discounts up to 50%
off on their monthly service fee (MSF) for the first 12 months. Each plan comes with premium
access to Spotify, Hooq, and NBA League Pass.

C. Sales and Distribution

Globe has various sales and distribution channels to address the diverse needs of its subscribers.

1. Independent Dealers

Globe utilizes a number of independent dealers throughout the Philippines to sell and distribute its
prepaid wireless services. This includes major distributors of wireless phone handsets who usually
have their own retail networks, direct sales force, and sub-dealers Dealers are compensated based
on the type, volume and value of reload made in a given period. This takes the form of fixed
discounts for prepaid airtime cards and SIM packs, and discounted selling price for phonekits.
Additionally, Globe also relies on its distribution network of over 1 million AutoloadMax retailers
nationwide who offer prepaid reloading services to Globe, TM, and Tattoo subscribers.

2. Globe Stores

As of December 31, 2015, the Company has a total of 231 Globe Stores all over the country where
customers are able to inquire and subscribe to wireless, broadband and fixed line services, reload
prepaid credits, make GCASH transactions, purchase handsets and accessories, request for
handset repairs, try out communications devices, and pay bills. The Globe Stores are also
registered with the Bangko Sentral ng Pilipinas (BSP) as remittance outlets.

In line with the Companys thrust to become a more customer-focused and service-driven
organization, Globe departed from the traditional store concept which is transactional in nature and
launched the redesigned Globe Store which carries a seamless, semi-circular, two-section design
layout that allows anyone to easily browse around the product display as well as request for after
sales support. It boasts of a wide array of mobile phones that the customers can feel, touch and
test. There are also laptops with high speed internet broadband connections for everyone to try.
The Globe store has an Express Section for fast transactions such as modification of account
information and subscription plans; a Full-Service Section for more complex transactions and
opening of new accounts; and a Cashier Section for bill payments. The store also has a self-help
area where customers can, among others, print a copy of their bill, and use interactive touch
screens for easy access to information about the different mobile phones and Globe products and
services. Globe stores also include NegoStore areas, which serve as additional sales channels for
current and prospective Globe customers. Moreover, select stores also have Tech Coaches or
device experts that can help customers with their concerns on their smartphones. The Company
opened the first concept store in Greenbelt 4 in 2010 and accelerated its roll-out throughout 2011,
averaging 4-5 new stores a month.

In 2012, Globe introduced other store formats in response to the need for more customer service
channels to accommodate more subscribers availing of Globe postpaid, prepaid and internet
services. The new store formats - the premium dealership store, pop-up store, microstore, kiosk,

10 | S E C F O R M 1 7 - A
and store-on-the-go were carefully designed based on demographics, lifestyle and shopping
behaviors of its customers, each providing a different retail mix and experience to subscribers.

In 2013, Globe opened 50 concept stores and will open more concept stores in the country as part
of its commitment to a wonderful customer service experience.

In 2014, Globe simultaneously unveiled its Generation 3 flagship stores in SM North EDSA, Quezon
City, Manila and in Limketkai Mall, Cagayan de Oro. Designed by Tim Kobe, the founder and CEO
of Eight, Inc. and designer of Apple Stores, the Globe Gen3 stores features reconfigurable and
interactive elements, all designed to empower the growing digital lifestyle of customers. The stores
feature four lifestyle zones music, entertainment, productivity, and life each with their own
interactive kiosks.

Continuing with its journey of transforming customer experience, Globe opened two more Gen3
stores in 2015. On July 2015, Globe opened its third Gen3 store in Ayala Center, Cebu and on
August 2015, opened its fourth Gen3 and first two-storey store in Greenbelt, Makati.

3. Customer Facing Units

To better serve the various needs of its customers, Globe is organized along three key customer
facing units (CFUs) tasked to focus on the integrated mobile and fixed line needs of specific market
segments. The Company has a Consumer CFU with dedicated marketing and sales groups to
address the needs of individual retail customers, and a Business CFU (Globe Business) focused
on the needs of big and small businesses. Globe Business provides end-to-end mobile and fixed
line solutions and is equipped with its own technical and customer relationship teams to serve the
requirements of its client base. In early 2011, Globe organized an International Business Group to
serve the voice and roaming needs of overseas Filipinos, whether transient or permanent. It is
tasked to grow the Companys international revenues by leveraging on Globes product portfolio
and developing and capitalizing on regional and global opportunities.

4. Others

Globe also distributes its prepaid products SIM packs, prepaid call cards and credits through
consumer distribution channels such as convenience stores, gas stations, drugstores and
bookstores. Lower denomination IDD prepaid loads are also available in public utility vehicles,
street vendors, and selected restaurants and retailers nationwide via the IDD Tingi load, an
international voice scratch card in affordable denominations.

11 | S E C F O R M 1 7 - A
D. Operating Revenues

Gross Operating Revenues by Business Year Ended 31 December


Segment
% of % of % of
(in Php Mn) 2015 2014 2013
total total total
Service Revenues
Mobile. 85,105 71% 78,069 76% 72,764 76%
Voice1.. 36,862 31% 34,684 34% 32,367 34%
SMS2 26,136 22% 29,079 28% 28,794 30%
Mobile Browsing and Other Data3.. 22,107 18% 14,306 14% 11,603 12%
Fixed Line and Broadband 28,574 24% 20,956 20% 17,736 19%
Broadband4 17,458 15% 12,687 12% 10,440 11%
Fixed Line Data5 7,698 6% 5,480 5% 4,691 5%
Fixed Line Voice6...... 3,418 3% 2,789 3% 2,605 3%
Service Revenues*..... 113,679 95% 99,025 96% 90,500 95%
Non Service Revenues.. 6,290 5% 4,211 4% 4,641 5%
Operating Revenues*. 119,969 100% 103,236 100% 95,141 100%
1 Mobile voice service revenues include the following:
a) Prorated monthly service fees on consumable minutes of postpaid plans;
b) Subscription fees on unlimited and bucket voice promotions including the expiration of the unused value of
denomination loaded;
c) Charges for intra-network and outbound calls in excess of the consumable minutes for various Globe Postpaid plans,
including currency exchange rate adjustments, or CERA, net of loyalty discounts credited to subscriber billings; and
d) Airtime fees for intra network and outbound calls recognized upon the earlier of actual usage of the airtime value or
expiration of the unused value of the prepaid reload denomination (for Globe Prepaid and TM) which occurs between
3 and 120 days after activation depending on the prepaid value reloaded by the subscriber net of (i) bonus credits and
(ii) prepaid reload discounts; and revenues generated from inbound international and national long distance calls and
international roaming calls; and
e) Mobile service revenues of GTI.

Revenues from (a) to (d) are reduced by any payouts to content providers.

2 Mobile SMS revenues consist of local and international revenues from value-added services such as inbound and outbound
SMS and MMS, infotext, and subscription fees on unlimited and bucket prepaid SMS services, net of any interconnection or
settlement payouts to international and local carriers and content providers.

3 Mobile browsing and other data service revenues consist of local and international revenues from value-added services
such as mobile internet browsing and content downloading, mobile commerce services, other add-on VAS, and service
revenues of GXI and EGG, net of any interconnection or settlement payouts to international and local carriers and content
providers.

4 Broadband service revenues consist of the following:


a) Monthly service fees of wired, fixed wireless, and fully mobile broadband data only and bundled voice and data
subscriptions;
b) Browsing revenues from all postpaid and prepaid wired, fixed wireless and fully mobile broadband packages in excess
of allocated free browsing minutes and expiration of unused value of prepaid load credits;
c) Value-added services such as games; and
d) Installation charges and other one-time fees associated with the service.

5 Fixed Line data service revenues consist of the following:


a) Monthly service fees from international and domestic leased lines;
b) Other wholesale transport services;
c) Revenues from value-added services; and
d) One-time connection charges associated with the establishment of service.

6 Fixed Line voice service revenues consist of the following:


a) Monthly service fees;
b) Revenues from local, international and national long distance calls made by postpaid, prepaid fixed line voice
subscribers and payphone customers, as well as broadband customers who have subscribed to data packages
bundled with a voice service. Revenues are net of prepaid and payphone call card discounts;
c) Revenues from inbound local, international and national long distance calls from other carriers terminating on Globes
network;
d) Revenues from additional landline features such as caller ID, call waiting, call forwarding, multi-calling, voice mail,
duplex and hotline numbers and other value-added features;
e) Installation charges and other one-time fees associated with the establishment of the service; and
f) Revenues from DUO and SUPERDUO (fixed line portion) services consisting of monthly service fees for postpaid and
subscription fees for prepaid subscribers.
g) 2011 service revenues have been restated to reflect the change in the presentation of outbound revenues to be at
gross of interconnect expenses (from net previously).

12 | S E C F O R M 1 7 - A
Globes mobile business contributed P85.1 billion in 2015 accounting for 75% of total service
revenues, 9% higher compared to last years level of P78.1 billion. Its mobile voice service revenues
amounted to P36.9 billion in 2015, contributing 43% of total mobile service revenues. Mobile SMS
service revenues, down by 10% year-on-year, contributed P26.1 billion in 2015. Mobile browsing
and other services, on the other hand, posted strong revenue growth of 55% compared to last
years level and contributed P22.1 billion in 2015.

Accounting for the remaining 25% of total service revenues, Globes fixed line and broadband
business experienced a robust 36% growth, registering P28.6 billion in 2015, compared to P21
billion in 2014. Broadband and Fixed Line Data contributed revenues of P12.7 billion and P5.5
billion in 2014, respectively.

E. Competition

1. Industry, Competitors and Methods of Competition

(a) Mobile Market

The Philippine mobile market has expanded to a total industry SIM base of 118 million. But
despite an industry penetration rate of over 110% as of December 31, 2015, the market is
continuously expanding due to the rise in the demand for more non-traditional services
especially in the form of mobile internet browsing. With the growing penchant of Filipinos for
smartphones, the mobile browsing business in the Philippines presents more opportunities for
revenue growth. Aside from the possible area of growth in the industry through the switch of
prepaid subscribers to postpaid, mobile data usage of both prepaid and postpaid subscribers
continues to be a promising market that is to be developed and penetrated in the coming years.
As of 2015, approximately 95% of industry subscribers remain prepaid, albeit significant growth
in the postpaid segment over the last three years.

The Philippine government liberalized the communications industry in 1993, after a framework
was developed to promote competition in the industry and accelerate the development of the
telecommunications market. Ten (10) operators were granted licenses to provide CMTS
services Globe, Innove (previously Isla Communications, Inc. or Islacom), Bayan
Telecommunications, Inc. (Bayantel), Connectivity Unlimited Resources Enterprises (CURE),
Digitel Telecommunications Philippines, Inc. (Digitel), Express Telecom (Extelcom),
MultiMedia Telephony, Inc., Next Mobile (NEXTEL), Pilipino Telephone Corporation (Piltel)
and Smart Communications, Inc. (Smart). Nine of the ten operators continued on to operate
commercially except for Bayantel, which have yet to roll out their CMTS services commercially.

When Sun Cellular, Digitels mobile brand, entered the market in 2003, it introduced to the
market value-based unlimited call and text propositions, allowing it to build subscriber scale over
time. With the markets preference for these value-based unlimited and bulk call and text
services, Globe and Smart responded by creating a new set of value propositions for their
subscribers. Today, with the high level of mobile penetration, driven in part by the prevalence
of multi-SIMming (i.e., individuals having two SIMs), and the continued shift of consumer
preferences to unlimited and bulk offers, the competition in the mobile market remains intense,
albeit in a more rational environment.

The mobile market continued to grow as shown in the table below. With an estimated cumulative
base of 117.87 million SIMs, the mobile industry grew by 5% and reached 115% nominal
penetration. Globe ended 2015 with a SIM base of 52.9 million, with an estimated SIM share of
approximately 44.9%, up from 38.7% in 2014.

13 | S E C F O R M 1 7 - A
Mobile Subscribers Penetration Rates Growth Rate
(Mn) (%)
1998 1.62 2.5 43%
1999 2.68 3.8 65%
2000 5.26 8.6 96%
2001 10.53 14.2 100%
2002 15.17 19.0 44%
2003 22.31 27.3 47%
2004 32.87 39.4 47%
2005 34.61 40.6 5%
2006 42.04 48.3 21%
2007 54.86 61.2 30%
2008 68.03 74.6 24%
2009 75.43* 82.3 11%
2010 86.15* 93.0 14%
2011 93.74* 98.7 9%
2012 102.99* 106.4 10%
2013 108.52* 110.0 5%
2014 113.89* 116.0 5%
2015 117.87* 115.2 3%
* Estimated end of year figures.
Source: National Telecommunications Commission (Statistical Data 2007), publicly available information and
Company estimates

Since 2000, the mobile communications industry has experienced a number of consolidations
and ushered in new entrants, namely:

In 2000, Philippine Long Distance and Telephone Company (PLDT) acquired and
consolidated Smart and Piltel, complementing the formers fixed line businesses with
the latters wireless businesses. Subsequently in 2008, PLDT, through Smart,
purchased CURE, one of the four recipients of 3G licenses awarded by the NTC, and
has since launched another wireless brand in the market in Red Mobile, further
heightening competition in the market at that time.

In October 2011, PLDT also acquired 99.4% of the outstanding common stock of Digitel,
which owns the Sun Cellular brand, thereby allowing it to control over two-thirds of the
industry subscribers. As a condition of PLDTs acquisition of Digitel, PLDT returned to
the NTC the 3G license in CURE, which is expected to be re-auctioned in the near-term.

In 2008, San Miguel Corporation (SMC), partnering with Qatar Telecom, bought
interests in Liberty Telecom Holdings, Inc. (Liberty) and announced plans to enter the
mobile and broadband businesses.

In 2010, SMC acquired 100% stake in Bell Telecommunication Philippines, Inc.


(BellTel), after acquiring shares in three companies that own the shares of BellTel.
Also in 2010, SMC purchased a 40% stake in Eastern Telecommunications Philippines,
Inc. (ETPI) to expand its telecommunications services. SMC subsequently gained a
majority stake of ETPI in 2011. It now owns 77.7% of the telecommunications company.

In 2012, NTC has granted BellTel, San Miguel Corporations mobile telephony arm, an
extension to its operating license to provide cellular mobile telephone system (CMTS)
service in the country for another three years.

In 2001, Globe acquired Islacom (now Innove). Globe, likewise, acquired approximately
96.5% of the total debt of Bayantel, in December 2012. In October 2013, Globe
converted a portion of the debt it holds in Bayantel into a 38% interest in the latter, based
on the Amended Rehabilitation Plan approved by the Rehabilitation Court in August of
the same year. Upon obtaining relevant and regulatory approvals, Globe would further
convert debt into a total 56.6% share of the common stock of Bayantel.

14 | S E C F O R M 1 7 - A
In May 2013, ABS-CBN Convergence, Inc. (ABS-C, formerly Multimedia Telephony,
Inc.) announced the launch of its mobile brand, ABS-CBN Mobile. The launch of the
new mobile brand is being supported through a network sharing agreement with Globe,
wherein the latter provides network capacity and coverage to ABS-C on a nationwide
basis. ABS-C formally launched the brand in November 26, 2013.

Today, only the PLDT Group and the Globe Group have built significant bases of mobile
subscribers.

(b) Fixed Line Market

The fixed line market expanded by 9% with the number of lines in service estimated at 3.37
million lines as of December 31, 2015 with PLDTs subscriber market share at 68%, followed by
Globe (26%) and Bayantel (6%), which has since been consolidated with Globe during second
half of 2015.

Fixed Line Voice

There are at least eight major local exchange carriers (LEC) in the Philippines with licenses to
provide local and domestic long distance services. Each LEC operator (other than PLDT and
Globe, both of whom are authorized to provide nationwide fixed line services) is assigned service
areas in which it must install the required number of fixed lines and provide service. The NTC
has created 15 such service areas in the Philippines. Rates for local exchange and domestic
long distance services are deregulated and operators are allowed to have metered as well as
flat monthly fee tariff plans for the services provided.

Competition in the fixed line voice market intensified over the past years as the major players,
Globe, Bayantel, and PLDT introduced fixed wireless voice services with limited mobile phone
capabilities to take advantage of the increasing preference for mobile services. Fixed wireless
services were initially offered in postpaid versions in selected areas where there were no
available fixed line facilities but prepaid kits were eventually made available as coverage was
expanded.

Fixed Line Data

The fixed line data business is a growing segment of the fixed line industry. As the Philippine
economy grows, businesses are increasingly utilizing new networking technologies and the
internet for critical business needs such as sales and marketing, intercompany communications,
database management and data storage. The expansion of the local IT Enabled Service (ITES)
industry which includes call centers and Business Process Outsourcing (BPO) companies has
also helped drive the growth of the corporate data business.

Dedicated business units have been created and organized within the Company to focus on the
mobile and fixed line needs of specific market segments and customers be they residential
subscribers, wholesalers and other large corporate clients or smaller scale industries. This
structure has also been driven by Globes corporate clients preferences for integrated mobile
and fixed line communications solutions.

(c) Broadband Market

Broadband continues to be a major growth area for the local telecom industry. Total industry
broadband subscribers grew by 35%, from 7.09 million in 2014 to 9.58 million in 2015. The
aggressive network roll-out of the various operators, the wider availability of affordable prepaid
broadband packages, as well as lower USB internet sticks, PC and tablet prices were the main
drivers of subscriber growth. Operators used both wired and wireless technologies to serve the
growing demand for internet connectivity.

While household penetration rates remains low, competition continues to intensify as telecom
operators aim to capture the market by accelerating the rollout of broadband network to provide

15 | S E C F O R M 1 7 - A
subscribers with faster internet connection and introducing more affordable and bundled
offerings.

As of end 2015, consolidated Globe had 2.9 million subscribers, up by 48% from the prior year.
The Companys subscriber share was estimated at 45.4%, up from 41.7% in 2014. The
combined subscribers of PLDT and Digitel numbered 5.2 million, holding approximately 56% of
the subscribers, down from 60% the prior year. Globe and the PLDT Group accounted for about
99% of cumulative subscribers. Wireless broadband subscribers account for around 81% of the
combined broadband subscribers of Globe and the PLDT Group.

In February 2010, Liberty Telecoms Holdings, Inc, a partnership between San Miguel
Corporation and Qtel Group of Qatar Telecom, launched its WiMAX broadband service under
the brand name Wi-Tribe. It ended the year with an estimated 70,000 subscribers.

(d) International Long Distance Market

Consistent with global trends where international traffic is migrated to alternative means of
communication, particularly over-the-top (OTT) applications like Skype, among others, total
inbound international long distance (ILD) traffic for the year was lower against last years levels.
International long distance providers in the Philippines generate revenues from both inbound
and outbound international call traffic whereby the pricing of calls is based on agreed
international settlement rates. Similarly, settlement rates for international long distance traffic
are based on bilateral negotiations. Commercial negotiations for these settlement rates are
settled using a termination rate system where the termination rate is determined by the
terminating carrier (e.g. Philippines) in negotiation with the originating foreign correspondent.

To date, there are eleven licensed international long distance operators, nine of which directly
compete with Globe for customers. Both Globe and Innove offer ILD services which cover
international calls between the Philippines and over 200 calling destinations. To drive growth in
this segment, the Company offers discounted call rates to popular calling destinations, sustains
its usage campaigns and marketing efforts for OFW SIM packs, and ensures the availability of
popular prepaid load denominations.

2. Principal Competitive Strengths of the Company

(a) Market Leadership Position

Globe is a major provider of telecommunications services in the Philippines. It is a strong player


in the market and operates one of the largest and most technologically-advanced mobile, fixed
line and broadband networks in the country, providing reliable, superior communications
services to individual customers, small and medium-sized businesses, and corporate and
enterprise clients. Globes distinct competitive strengths include its technologically advanced
mobile, fixed line and broadband network, a substantial subscriber base, high quality customer
service, a well-established brand identity and a solid track record in the industry.

(b) Strong Brand Identity

The Company has some of the best-recognized brands in the Philippines. This strong brand
recognition is a critical advantage in securing and growing market share, and significantly
enhances Globes ability to cross-sell and push other product and service offerings in the market.

(c) Financial Strength and Prudent Leverage Policies

Globes financial position remains strong with ample liquidity, and gearing comfortably within
bank covenants. At the end of 2015, Globe had total interest bearing debt of P72.2 billion
representing 55% of total book capitalization. Consolidated gross debt to equity ratio is within
the 2:1 debt to equity limit prescribed by its debt covenants. Additionally, debt to EBITDA is also
well within the 3:1 covenant level. Approximately 76% of its debt is in pesos while the balance
of 24% is denominated in US dollars. Expected US dollar inflows from the business offset any
unhedged US dollar liabilities, helping insulate Globes balance sheet from any volatilities in the
foreign exchange markets.

16 | S E C F O R M 1 7 - A
Globe intends to maintain its strong financial position through prudent fiscal practices including
close monitoring of its operating expenses and capital expenditures, debt position, investments,
and currency exposures.

(d) Proven Management Team

Globe has a strong management team with the proven ability to execute on its business plan
and achieve positive results. With its continued expansion, it has been able to attract and retain
senior managers from the telecommunications, consumer products and finance industries with
experience in managing large scale and complex operations.

(e) Strong Shareholder Support

The Companys principal shareholders are Ayala Corporation (AC) and Singapore Telecom
(STI), both industry leaders in the country and in the region. Apart from providing financial
support, this partnership has created various synergies and has enabled the sharing of best
practices in the areas of purchasing, technical operations, and marketing, among others.

F. Suppliers

Globe works with both local and foreign suppliers and contractors. Equipment and technology
required to render telecommunications services are mainly sourced from foreign countries. Its
principal suppliers, among others, are as follows:

The Companys suppliers of mobile equipment include Nokia Solutions and Networks (Finland);
Ericsson Radio Systems AB (Sweden), Alcatel-Lucent (France), and Huawei Technologies Co.,
Ltd. (China). For transmission and IP equipment, Company has partnered with NEC (Japan),
Alcatel-Lucent (France), ECI Telecom, Ltd. (Israel), Aviat Networks (USA), Cisco (USA). For the
Companys network modernization program, Huawei was selected as the primary partner given its
technical expertise and strong track record of success in international markets. Huawei has
likewise committed to establish a Joint Innovation Center (JIC) that would bring the latest
technological developments and help further the Companys service innovation initiatives all
focused in providing relevant and customizable services for our various customer segments.

For fixed line and broadband, Globes principal equipment suppliers include Fujitsu Ltd. (Japan),
Alcatel-Lucent Technologies (France), NEC (Japan), AT&T Global (US), British Telecom (UK),
Huawei Technologies Co., Ltd. (China), ZTE Corporation (China). Singapore Telecom (Singapore),
and Tellabs (USA/Singapore).

For the Companys IT modernization program, Globe has selected Amdocs, the leading provider of
customer experience systems and services, to improve and upgrade Globes Business Support
Systems (BSS) and enterprise data warehouse. As part of the transformation program, Amdocs is
tasked to manage and consolidate all of Globes legacy systems onto a single Business Support
System (BSS) platform. This will enable the Company to manage its customer relationships better
across all it various product offerings, simplify business processes and shorten the time to deliver
bundled and more innovative products to the market.

G. Customers

Globe has a large subscriber base across the country. The Company ended 2015 with over 52.9
million mobile subscribers/SIMs, comprised of 2.4 million postpaid and 50.5 million prepaid
subscribers. Meanwhile, Globe has over 1.1 million fixed line voice subscribers and around 4.3
million broadband customers.

No single customer and contract accounted for more than 20% of the Companys total sales in
2015.

17 | S E C F O R M 1 7 - A
H. Transactions with Related Parties

Globe Telecom and Innove, in their regular conduct of business, enter into transactions with their
major stockholders, AC and Singtel, venturers and certain related parties. These transactions,
which are accounted for at market prices normally charged to unaffiliated customers for similar
goods and services, include the following:

Entities with joint control over Globe Group AC and Singtel

Globe Telecom has interconnection agreements with Singtel. The related net traffic settlements
receivable (included in Receivables account in the consolidated statements of financial
position) and the interconnection revenues earned (included in Service revenues account in
the consolidated statements of comprehensive income) are as follows:

(In Thousand Pesos) 2015 2014 2013


Traffic settlements receivable net P
= 22,824 P
= 79,191 P
= 201,216
Interconnection revenues 725,635 784,965 921,540
Interconnection costs 50,346 112,976 116,477

Globe Telecom and Singtel have a technical assistance agreement whereby Singtel will provide
consultancy and advisory services, including those with respect to the construction and
operation of Globe Telecoms networks and communication services (see Note 25.6 of the FS),
equipment procurement and personnel services. In addition, Globe Telecom has software
development, supply, license and support arrangements, lease of cable facilities, maintenance
and restoration costs and other transactions with Singtel.

The details of fees (included in repairs and maintenance under the General, selling and
administrative expenses account in the consolidated statements of comprehensive income)
incurred under these agreements are as follows:

(In Thousand Pesos) 2015 2014 2013


Technical assistance fee P
= 67,907 P
= 160,534 P
= 163,004
Maintenance and restoration costs
57,551 63,695 61,841
and other transactions
Software development, supply,
7,069 19,642 16,681
license and support

The outstanding balances due to Singtel (included in the Accounts payable and accrued expenses
account in the consolidated statements of financial position) arising from these transactions are as
follows:

(In Thousand Pesos) 2015 2014 2013


Technical assistance fee P
= 57,967 P
= 135,877 P
= 35,775
Maintenance and restoration costs
and other transactions 8,985 10,882 20,695
Software development, supply,
license and support - - 4,014

Globe Telecom earns subscriber revenues from AC. The outstanding subscribers receivable
from AC (included in Receivables account in the consolidated statements of financial position)
and the amount earned as service revenue (included in the Service revenues account in the
consolidated statements of comprehensive income) are as follows:

(In Thousand Pesos) 2015 2014 2013


Subscriber receivables P
= 12,215 P
= 9,662 P
= 14,761
Service revenues 19,338 18,990 14,107

Globe Telecom reimburses AC for certain operating expenses. The net outstanding liabilities
to (included in Accounts payable and accrued expenses account in the consolidated

18 | S E C F O R M 1 7 - A
statement of financial position) and the amount of expenses incurred (included in the General,
selling and administrative expenses account in the consolidated statements of comprehensive
income) are as follows:

(In Thousand Pesos) 2015 2014 2013


General, selling and administrative P
= 48,743 P
= 37,135 P
= 7,768
expenses
Accounts payable and accrued expenses 50 755

Joint Ventures in which the Globe Group is a Venturer

Globe Telecom has preferred roaming service contract with BMPL. Under this contract, Globe
Telecom will pay BMPL for services rendered by the latter which include, among others,
coordination and facilitation of preferred roaming arrangement among JV partners, and
procurement and maintenance of telecommunications equipment necessary for delivery of
seamless roaming experience to customers. Globe Telecom also earns or incurs commission
from BMPL for regional top-up service provided by the JV partners. The net outstanding
liabilities to BMPL related to these transactions amounted to 3.11 million and 2.37 million
as of December 31, 2015 and 2014, respectively. Balances related to these transactions
(included in General, selling and administrative expenses account in the consolidated
statements of comprehensive income) amounted to 18.68 million, 23.76 million and 3.76
million, as of December 31, 2015, 2014 and 2013, respectively.

In October 2009, the Globe Group entered into an agreement with BPI Globe BanKO for the
pursuit of services that will expand the usage of GCash technology. As a result, the Globe
Group recognized revenue amounting to 8.96 million, 6.13 million and 0.54 million in 2015,
2014 and 2013, respectively. The related receivables amounted to 7.47 million and 14.86
million in 2015 and 2014, respectively.

Transactions with the Globe Group Retirement Plan (GGRP)

In 2007, Globe Telecom, Innove and GXI pooled its plan assets for single administration by
the GGRP, which was created for the management of the retirement fund. The decisions of
the GGRP are made through collective decision of the Board of Trustees.

The plan is funded by contributions as recommended by the independent actuary on the


basis of reasonable actuarial assumptions. These assumptions and the funded status of the
pension plan are disclosed in Note 18.2.

The funded status for the pension plan of Globe Group as of December 31, 2015 and 2014
amounted to 3,063.12 million and 2,321.20 million, respectively (see Note 18.2).

The fair value of plan assets by each class held by the retirement fund, on a pooled basis
follows:

2015 2014
(In Thousand Pesos)
Cash and cash equivalents P
= 192,982 P
= 143,746
Investment in fixed income securities 1,199,764 1,129,892
Investment in equity securities 1,755,411 1,636,204
Loans and receivables 968,782 968,000
Liabilities (968,782) (968,000)
Balance at end of year P
= 3,418,157 P
= 2,909,842

All equity and debt instruments held, except for investment in preferred shares of HALO Group,
debt securities issued by private corporations and long-term negotiable certificates of deposit,
have quoted prices in active market. The remaining plan assets do not have quoted market
prices in active market.

19 | S E C F O R M 1 7 - A
Loans and receivables consist of interest and dividend receivables, receivable on securities
sold to brokers and loan granted by the plan to BHI.

Liabilities pertain to interest and trust fee payables, accrued professional fees and loan granted
to the plan by Globe Telecom.

As of December 31, 2015 and 2014, the pension plan assets of the retirement plan include
shares of stock of Globe Telecom with total fair value of 31.20 million and 26.32 million, and
shares of stock of other related parties with total fair value of 144.07 million and 111.55
million, respectively. Gains arising from these investments amounted to 11.75 million, 12.91
million and 8.34 million in 2015, 2014 and 2013, respectively.

In 2008, the Globe Group granted a short-term loan to the GGRP amounting to 800.00 million
with interest at 6.20%. Upon maturity in 2009, the loan was rolled over until September 2014
with interest at 7.75%. Further, in 2009, the Globe Group granted an additional loan to the
retirement fund amounting to 168.00 million which bears interest at 7.75% and is due also in
September 2014.

On September 16, 2014, the maturity of the outstanding balance of loan receivable from GGRP
amounting to 968.00 million was extended to September 11, 2017 and the interest rate was
reduced to 5% per annum effective on September 11, 2014. Interest income amounted to
49.07 million, 68.02 million and 76.26 million in 2015, 2014 and 2013, respectively (see
Note 19).

The retirement plan utilized the loan to fund its investments in BHI, a domestic corporation
organized to invest in media ventures. BHI has controlling interest in Altimax Broadcasting Co.,
Inc. (Altimax) and Broadcast Enterprises and Affiliated Media Inc. (BEAM), respectively.

On August 13 and December 21, 2009, the Globe Group granted five-year loans amounting to
250.00 million and 45.00 million, respectively, to BHI at 8.275% interest. The 250.00 million
loan is covered by a pledge agreement whereby in the event of default, the Globe Group shall
be entitled to offset whatever amount is due to BHI from any unpaid fees to BEAM from the
Globe Group. The 45.00 million loan is fully secured by a chattel mortgage agreement dated
December 21, 2009 between Globe Group and BEAM (see Note 25.5). Interest income
amounted to 8.04 million, 11.30 million and 13.72 million in 2015, 2014 and 2013,
respectively (see Note 19 of the attached Notes to the Consolidated Financial Statements).

On August 13, 2014, the maturity of the outstanding balance of loan receivable from BHI
amounting to 158.62 million was extended to August 13, 2017 and the interest rate was
reduced to 5% per annum effective August 14, 2014 (see Note 11 of the Attached Notes to the
Consolidated Financial Statements).

On February 1, 2009, the Globe Group entered into a memorandum of agreement (MOA) with
BEAM for the latter to render mobile television broadcast service to Globe subscribers using
the mobile TV service. As a result, the Globe Group recognized an expense (included in
Professional and other contracted services) amounting to 190.00 million in 2015 and
155.00 million in 2014 and 2013. Effective January 1, 2015, BEAM charged an increased
service fee rate to Globe Group as a result of an amendment to the MOA.

On October 1, 2009, the Globe Group entered into a MOA with Altimax for the Globe Groups
co-use of specific frequencies of Altimaxs for the rollout of broadband wireless access to the
Globe Groups subscribers. As a result, the Globe Group recognized an expense (included in
General, selling and administrative expenses account in the consolidated statements of
comprehensive income) amounting to 90.00 million in 2014 and 2013.

On October 1, 2009, the Globe Group entered into a MOA with Altimax for the Globe Groups
co-use of specific frequencies of Altimaxs for the rollout of broadband wireless access to the
Globe Groups subscribers. As a result, the Globe Group recognized an expense (included in
General, selling and administrative expenses account in the consolidated statements of
comprehensive income) amounting to 24.85 million in 2015 and 40.88 million in 2014 and
2013.

20 | S E C F O R M 1 7 - A
Transactions with Yondu

As a result of Globe Telecoms sale of its controlling stake in Yondu, transactions are recognized
in the consolidated statement of financial position starting September 16, 2015.

The Globe Group has a VAS sharing agreement with Yondu. Under the agreement, Yondu is
entitled to a 30% share on revenue (included in the Service revenues account of the parent
company statements of comprehensive income) for providing mobile contents to Globe and TM
subscribers. The Globe Groups payout to Yondu on mobile content transactions for the period
September 16, 2015 to December 31, 2015 amounted to 78.85 million.

Yondu also provides various enterprise solutions-based services to the Globe Group for network,
platform and applications development under its Business Process Outsourcing Unit (BPO) and
mobile content. The Globe Groups related expenses for the period September 16, 2015 to
December 31, 2015 amounted to 39.32 million, out of which 1.49 million were capitalized.

The outstanding balances of receivable and payables resulting from transactions with Yondu
amounted to 74.23 million and 373.54 million, respectively, as of December 31, 2015. Dividends
receivable amounting to 266.49 million was recognized in the consolidated financial statements
as of December 31, 2015.

Transactions with other related parties

Globe Telecom has money market placements and bank balances, and subscriber receivables
(included in Cash and cash equivalents and Receivables accounts in the consolidated
statements of financial position, respectively) and earns service revenues (included in the Service
revenues account in the consolidated statements of comprehensive income) from its other related
parties namely, Ayala Land Inc., Ayala Property Management Corporation, Bank of the Philippine
Islands, Manila Water Company, Inc., Integrated Microelectronics, Inc., Stream Global Services,
Inc., HR Mall Inc., Honda Cars, Inc., Isuzu Automotive Dealership, Inc., Accendo Commercial Corp.,
Affinity Express Philippines, Inc., Alveo Land Corp., Asian IOffice Properties,Inc., Avida Land Corp.,
Avida Sales Corporation, Ayala Hotels, Inc., Ayala Plans, Inc., Ayala Systems Technology, Inc.,
Cebu Holdings, Inc., Makati Development Corp., myAyala.com, Inc., North Triangle Depot
Commercial Corp., PSI Technologies, Inc., Roxas Land Corp, Serendra, Inc., Station Square East
Commercial Corp., Ten Knots Development, KHI ALI Manila, Inc., Lagoon Development Corp.,
Subic Bay Town Center, Inc., Ayala Aviation Corporation, Laguna AAA Water Corp., Liveit Solution,
Inc., Liveit Investments, Ltd., Integreon, Inc., Arvo Commercial Corp., Amaia Land Corp., Michigan
Power, Philippine Intergrated Energy Solutions, Inc., Southcrest Hotel Ventures, Inc., Bonifacio
Hotels and Crestview E-Office.

The balances with other related parties are recorded under the following accounts:

(In Thousand Pesos) 2015 2014 2013


Cash and cash equivalents P
= 1,621,045 P
= 1,385,635 P
= 166,074
General, selling and administrative expenses 208,351 171,873 346,280
Property and Equipment 59,417 64,300 60,437
Revenues 509,715 479,923 439,702
Accounts payable and accrued expenses 23,527 15,454 72,440
Subscriber receivables (included in Receivables
account) 204,226 218,837 212,391

The balances under General, selling and administrative expenses and Property and equipment
accounts consist of expenses incurred on rent, utilities, customer contract services, other
miscellaneous services and purchase of vehicles, respectively.

These related parties are either controlled or significantly influenced by AC.

21 | S E C F O R M 1 7 - A
Transactions with Key Management Personnel of the Globe Group

The Globe Groups compensation of key management personnel by benefit type are as follows:

(In Thousand Pesos) 2015 2014 2013


Short-term employee benefits P
= 185,000 P
= 237,100 P
= 157,272
Share-based payments 31,282 9,649 15,151
Post-employment benefits 52,960 30,466 18,090
P
= 269,242 P
= 277,215 P
= 190,513

There are no agreements between the Globe Group and any of its directors and key officers
providing for benefits upon termination of employment, except for such benefits to which they may
be entitled under the Globe Groups retirement plans.

The Globe Group has no non-interest bearing short-term loans to its key management personnel
in 2015 and 2014, respectively.

The summary of balances arising from related party transactions for the relevant financial year (in
thousands) are presented in the next pages:

22 | S E C F O R M 1 7 - A
2015

Amount/Volume Outstanding Balance \


Property Cash and Amounts Amounts
and Cash Owed by Owed to
Cost and Equipment Equivalents Related Related
Revenues Expenses (Note 7) (Note 30) Parties Parties Terms Conditions
Entities with joint control
over Globe Group
AC P
= 19,338 P
= 48,743 =
P =
P P
= 12,215 P
= 50 Interest-free, settlement in cash Unsecured, no impairment

Singtel 675,289 132,527 22,824 66,952 Interest-free, settlement in cash Unsecured, no impairment

Jointly controlled entities


BMPL 18,681 3,113 Interest-free, settlement in cash Unsecured, no impairment

BPI Globe BanKO 8,965 7,468 Interest-free, settlement in cash Unsecured, no impairment

Associate
Yondu 40,961 39,317 318,711 373,538 Interest-free, settlement in cash Unsecured, no impairment

Other related parties


GGRP 49,071 968,000 3 years, 5%, settlement in cash Unsecured, no impairment

BHI 8,041 158,620 3 years, 5%, settlement in cash The P


= 250.00 million is covered
by a pledge agreement while
the P
= 45.00 million is fully
secured by chattel mortgage
agreement

BEAM 190,000 Interest-free, settlement in cash

Altimax 24,847 Interest-free, settlement in cash

Key management personnel 269,242 Unsecured, no impairment

Others 509,715 208,351 59,417 1,621,045 204,226 23,527 Interest-free, excluding cash and Unsecured, no impairment
cash equivalents, settlement in
cash

Total P
= 1,311,380 P
= 931,708 P
= 59,417 P
= 1,621,045 P
= 1,692,064 P
= 467,180

23 | S E C F O R M 1 7 - A
2014

Amount/Volume Outstanding Balance


Property Cash and Amounts Amounts
and Cash Owed by Owed to
Cost and Equipment Equivalents Related Related
Revenues Expenses (Note 7) (Note 30) Parties Parties Terms Conditions
Entities with joint control
over Globe Group
AC P
= 18,990 P
= 37,135 =
P =
P P
= 9,662 P
= 755 Interest-free, settlement in cash Unsecured, no impairment

Singtel 671,989 243,871 79,191 146,759 Interest-free, settlement in cash Unsecured, no impairment

Jointly controlled entities


BMPL 23,765 2,367 Interest-free, settlement in cash Unsecured, no impairment

BPI Globe BanKO 6,812 7,160 Interest-free, settlement in cash Unsecured, no impairment

Associate
BTI 504,671 5,000 4,443,956 80,334 Loan receivable - 20 years, Unsecured, no impairment
9.60% to 11.55%; lease capacity
provisioning - interest-free,
settlement in cash

Other related parties


GGRP 68,015 968,000 3 years, 5%, settlement in cash Unsecured, no impairment

BHI 11,304 158,620 3 years, 5%, settlement in cash , The P


= 250.00 million is covered
by a pledge agreement while
the P
= 45.00 million is fully
secured by chattel mortgage
agreement.

BEAM 155,000 Interest-free, settlement in cash

Altimax 40,880 Interest-free, settlement in cash

Key management personnel 277,215 Interest-free, excluding cash and


cash equivalents, settlement in
cash Unsecured, no impairment

Others 479,923 171,873 64,300 1,385,635 218,837 15,454 Interest-free, excluding cash and
cash equivalents, settlement in
cash Unsecured, no impairment

Total P
= 1,761,704 P
= 954,739 P
= 64,300 P
= 1,385,635 P
= 5,885,426 P
= 245,669

24 | S E C F O R M 1 7 - A
I. Licenses, Patents, and Trademarks

Globe currently holds the following major licenses:

Service Type of Date Issued or Last Expiration Date


License Extended
Globe
Wireless CPCN (1) July 22, 2002 December 24, 2030
Local Exchange Carrier CPCN (1) July 22, 2002 December 24, 2030
International Long Distance CPCN (1) July 22, 2002 December 24, 2030
Interexchange Carrier CPCN (1) February 14, 2003 December 24, 2030
VSAT CPCN (1) February 6, 1996 February 6, 2021
International Cable Landing CPCN (1) October 19, 2007 December 24, 2030
Station & Submarine Cable
System (Nasugbu, Batangas)
International Cable Landing CPCN (1) June 29, 2010 December 24, 2030
Station & Submarine Cable
System (Ballesteros, Cagayan)

Innove Type of Date Issued or Last Expiration Date


License Extended
Wireless CPCN (1) July 22, 2002 April 10, 2017
Local Fixed line CPCN (1) July 22, 2002 April 10, 2017
International Long Distance CPCN (1) July 22, 2002 April 10, 2017
Interexchange Carrier CPCN (1) April 30, 2004 April 10, 2017

Bayantel Type of Date Issued or Last Expiration Date


License Extended
Local Exchange Carrier
(a) Quezon City, Malabon & CPCN (1) (a) July 9, 1999 (a) July 8, 2024
Valenzuela, all in M.M.,
Albay, Camarines Norte,
Camarines Sur,
Catanduanes, Sorsogon
& Masbate, all in Bicol
Region
(b) Manila, Caloocan, CPCN (1) (b) May 3, 2007 (b) August 9, 2021
Navotas
(c) Tacloban City, Tanauan CPCN (1) (c) March 16, 2004 (c) March 15, 2029
and Palo, Leyte & Sogod,
Southern Leyte
(d) Leyte (Abuyog, Baybay, CPCN (1) (d) March 18, 2008 (d) August 9, 2021
Burauen, Carigara,
Dulag, Hilongos, Isabel,
Palompon & Hilaga)
Eastern Samar (Guiuan
& Borongan) Western
Samar (Catbalogan &
Basey) Southern Leyte
(Maasin)
(e) Antique, Iloilo, Bohol, PA (e) March 9, 1998 (e) July 25, 2006 (2)
Bukidnon, Misamis
Occidental, Misamis,
Zamboanga del Sur,
Davao del Norte, Davao
del Sur, Davao Oriental,
Saranggani, South
Cotabato and Surigao del
Sur
(f) Aklan, Capiz (including PA (f) November 18, 2004 (f) May 1, 2006 (2)
Roxas City), Guimaras,
Negros Occidental
(including cities of
Bacolod and Bago),
Negros Oriental
(including Dumaguete

25 | S E C F O R M 1 7 - A
City), Cebu (including
cities of Cebu, Lapu-Lapu
and Mandaue),
Zamboanga del Norte,
Surigao del Norte
(including Surigao City),
Tagbilaran City, Cagayan
de Oro City and Tagum
City
(g) Butuan City, Agusan del PA (g) December 14, 1998 (g) June 14, 2005 (2)
Norte & Agusan del Sur
VSAT CPCN (1) January 11, 2001 January 10, 2026
International Gateway Facility CPCN (1) April 19, 1996 April 18, 2021
Trunked Mobile Radio System CPCN (1) April 2, 1998 April 1, 2023
Domestic Data and Voice CPCN (1) April 10, 2008 August 9, 2021
Communications
1
Certificate of Public Convenience and Necessity. The term of a CPCN is co-terminus with the franchise term.
2 Motion for Extension of PA still pending with the NTC. No roll-out to justify the PA extension

In July 2002, the NTC issued CPCNs to Globe and Innove which allow the Company to operate
respective services for a term that will be predicated upon and co-terminus with the Companys
congressional franchise under RA 7229 (Globe) and RA 7372 (Innove). Globe was granted permanent
licenses after having demonstrated legal, financial and technical capabilities in operating and
maintaining wireless telecommunications systems, local exchange carrier services and international
gateway facilities. Additionally, Globe and Innove have exceeded the 80% minimum roll-out compliance
requirement for coverage of all provincial capitals, including all chartered cities within a period of seven
years.

Globe also registered the following brand names with the Intellectual Property Office, the independent
regulatory agency responsible for registration of patents, trademarks and technology transfers in the
Philippines: Globe, Globe Life Device, Globe Load, Globe Commerce, Globe International, Globe
Platinum, Globe Kababayan, Globe Plans, Globe Calls, Globe Labs, Globe GCash, Connected 24ever
and Device, Gloo Netwrkz, Globe Landline Postpaid Plus, Globe Share-A-Load, Globe Kababayan,
Globe Broadband, Globe Telecom, Pixlink, Unlichat, Appzone, Tipidd, Wizard, Duo Mobile Plus
Landline in One, Astig Ang Signal ng TM, Globe Tattoo, Globe Duo, Astig Ang Signal, Republika Ng
TM Astig Tayo Dito, Tattoo, Astig, Astig Rewards, Astigunli, Astig Load, Astig Pabonus Reward, TM
Diskarte, Immortalload, AstigTawag, Astigtxt, Todo Bigay Habambuhay, Duoplus, Load4life, Call4Life,
Text4Life, Globe Text, Todo Text, Globe Tattoo Youniverse, Immortaltxt, Superduo, Tattoo, Globe All
you Can, Ka-Globe Retailer Club, and Muzta!, Ang Wordlwidest, Globe for You, Globe Life, Globe
Content, My Rewards.MyGobe, Tattoo Superstick, Super Unli Call and Text, Tattoo Stick, Tattoo Myfi,
Tattoo Torque, Tattoo Live Without Limits, Globe Life, Enjoy Your Way, I Globe and Heart Device,
Tattoo@Home, Enjoy Your Platinum Your Way, Tattoo DSL, Enjoy Your Globe International Your Way,
Enjoy Your Globe Postpaid Your Way, Enjoy Your Prepaid Your Way, Globe Platinum & Device,
Powersurf, M.Globe, Tattoo Wimax, M2M Solutions, SuperallTxt, Globe Business M2M Solutions, Go
Lang Ng Go, Globe Mobile Internet and Globe Life Device, Globe Load and Globe Life Device, Globe
My Super Surf Plan and Device, Tattoo Stylista, Tattoo Explorer, Globe Gcash and Globe Life Device,
Globe Mobile Internet, Tattoo Player, Guaranteed Globe, Guaranteed Happy, Talk2Globe Your Way,
My Rewards, My Globe Logo, Globe Business Infrastructure-as-a-Service, Tattoo Flash, Globe
Business Cloud Solutions, Globe Business Storage-as-a-Service, Guaranteed Globe. Guaranteed
Happy Logo, Tattoo 3G Sonic, Tattoo Sonic, You're On Logo, Globe Plans, Forever, Globe Bizcam,
Globe Pisonet, Trunklite, Web Builder, Globe MyBusiness and Globe Life Device, Globe MyBusiness,
TxtConnect, Yo!, Yo, Cloud Solutions, Globe MyBusiness Gadget Group Plan, MyWebsite, Adspark,
Globe Appmarket, Digital Connectors, Airfair, GMovies, Gocery, Park Ninja, , Seats, Globe Prepaid
#LevelUPPH, #LevelUPPH, #NextLevelKa Tournament, TM Barkada Congress, Barkada Congress,
Digimall and Rollover.

Further, Globe also applied and registered the following brand names: Globe Telecom (Australia,
Taiwan, Japan, Singapore, Macau, Austria, Belgium, Cyprus, Czech Republic, Denmark, Estonia,
Finland, France, Germany, Great Britain, Greece, Hungary, Ireland, Italy, Latvia, Lithuania,
Luxembourg, Malta, Netherlands, Poland, Portugal, Slovak Republic, Slovenia, Spain, Sweden, Korea,
Canada, China, Saudi Arabia), Globe and Globe Life Device (Hong Kong, Taiwan, Singapore, Japan,
Austria, Belgium, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Great Britain,
Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal,

26 | S E C F O R M 1 7 - A
Slovak Republic, Slovenia, Spain, Sweden, Macau, Qatar, UAE, USA, Saudi Arabia), Globe GCash
(Singapore, Hong Kong, United Kingdom, Taiwan, Japan, Macau, Austria, Belgium, Cyprus, Czech
Republic, Denmark, Estonia, Finland, France, Germany, Great Britain, Greece, Hungary, Ireland, Italy,
Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Slovak Republic, Slovenia, Spain,
Sweden, Qatar, Korea, UAE, Saudi Arabia, New Zealand, Ireland, Lebanon, Denmark, Sweden,
Switzerland, Israel), Globe Kababayan (Singapore, Hong Kong, Taiwan, United Kingdom, Australia,
Japan, Macau, USA, Saudi Arabia, Austria, Belgium, Cyprus, Czech Republic, Denmark, Estonia,
Finland, France, Germany, Great Britain, Greece, Hungary, Ireland, Italy, Latvia, Lithuania,
Luxembourg, Malta, Netherlands, Poland, Portugal, Slovak Republic, Slovenia, Spain, Sweden,
Malaysia, UAE, Italy, Korea, Taiwan), Globe Autoload Max (Norway, Singapore, Austria, Belgium,
Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Great Britain, Greece,
Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Slovak
Republic, Slovenia, Spain, Sweden, Japan, Hong Kong), Globe M-Commerce Hub (Taiwan, Singapore,
Korea, Austria, Belgium, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Great
Britain, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland,
Portugal, Slovak Republic, Slovenia, Spain, Sweden, Australia, Macau, Qatar, Malaysia), Muzta, and
Smiley With Salakot Device (Japan, UK, Australia, Kuwait, USA, Saudi Arabia, Bahrain, UAE), Smiley
with Salakot (Japan, United Kingdom, Australia, USA, Saudi Arabia, Bahrain, UAE), and Muzta
(Bahrain, UAE, Canada, Qatar, Saudi Arabia, UAE), GCash Remit and Logo (Austria, Belgium, Cyprus,
Czech Republic, Denmark, Estonia, Finland, France, Germany, Great Britain, Greece, Hungary,
Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Slovak Republic,
Slovenia, Spain, Sweden. Lebanon, Japan, Switzerland, Macau, Hong Kong, Taiwan, New Zealand,
China, Japan, Israel), GCash Express and Logo (Hong Kong, Singapore, Taiwan, Malaysia), Globe
Load (Austria, Belgium, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Great
Britain, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland,
Portugal, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Macau).

Globe subsidiaries have applied/registered their respective marks with the Intellectual Property Office,
namely:

Innove registered "Innove Communications",


Gxchange registered "GXchange,",
Globe Fintech Innovations, Inc. applied Mynt, First Loan for Everyone, Fuse, and A Fresh Look at
Money;
Asticom Technology, Inc. applied Asticom
Global Telehealth, Inc. applied Konsulta MD.

Gxchange, Inc. and UTI Pty Ltd. have registered in the Philippines the following:

1. Person-to-Person Virtual Cash Transfer Transaction Using Mobile Phones;


2. A Method of Converting Cash into Virtual Cash and Loading it to Mobile Phone Cash Account;
3. A Method of Cashless, Cardless Purchase Transaction Using Mobile Phones; and
4. A Method of Converting Virtual Cash into Cash and Deducting it to Mobile Phone Cash Account.

Gxchange, Inc. and UTI Pty Ltd. have likewise registered the following patents in the United States:

1. Person-to-Person Virtual Cash Transfer Transaction Using Mobile Phones; and


2. A Method of Converting Virtual Cash into Cash and Deducting it to Mobile Phone Cash Account

Gxchange, Inc. and UTI Pty Ltd. have likewise filed the following patent applications in Indonesia,
Singapore and Europe.

1. Person-to-Person Virtual Cash Transfer Transaction Using Mobile Phones;


2. A Method of Converting Cash into Virtual Cash and Loading it to Mobile Phone Cash Account;
3. A Method of Cashless, Cardless Purchase Transaction Using Mobile Phones; and
4. A Method of Converting Virtual Cash into Cash and Deducting it to Mobile Phone Cash Account.

Globe has applied the patent for Systems and/or Methods for Authorizing and Facilitating Third-Party
Withdrawals or Payment with the Intellectual Property Office.

27 | S E C F O R M 1 7 - A
J. Government approvals/regulations

The Globe Group is regulated by the NTC under the provisions of the Public Service Act (CA 146),
Executive Order (EO) 59, EO 109, and RA 7925. Under these laws, Globe is required to do the following:

a) To secure a CPCN/PA from the NTC for those services it offers which are deemed regulated
services, as well as for those rates which are still deemed regulated, under RA 7925.

b) To observe the regulations of the NTC on interconnection of public telecommunications networks.

c) To observe (and has complied with) the provisions of EO 109 and RA 7925 which impose an
obligation to rollout 700,000 fixed lines as a condition to the grant of its provisional authorities for
the cellular and international gateway services.

d) Globe remains under the supervision of the NTC for other matters stated in CA 146 and RA 7925
and pays annual supervision fees and permit fees to the NTC.

On October 19, 2007, the NTC granted Globe a CPCN to operate and maintain an International Cable
Landing Station and submarine cable system in Nasugbu, Batangas.

On May 19, 2008, Globe Telecom, Inc. announced that the National Telecommunications Commission
(NTC) has approved the assignment by its wholly-owned subsidiary Innove Communications
(Innove) of its Touch Mobile (TM) consumer prepaid subscriber contracts in favor of Globe. Globe would
be managing all migrated consumer mobile subscribers of TM, in addition to existing Globe subscribers
in its integrated cellular network.

On September 11, 2008, the NTC granted Globe a CPCN to operate and maintain an International
Cable Landing Station in Ballesteros, Cagayan Province.

K. Research and Development

Globe did not incur any research and development costs from 2010 to 2015.

L. Compliance with Environmental Laws

The Globe Group complies with the Environmental Impact Statement (EIS) system of the Department
of Environment and Natural Resources (DENR) and pays nominal filing fees required for the
submission of applications for Environmental Clearance Certificates (ECC) or Certificates of Non-
Coverage (CNC) for its cell sites and certain other facilities, as well as miscellaneous expenses
incurred in the preparation of applications and the related environmental impact studies. The Globe
Group does not consider these amounts material.

Globe has not been subject to any significant legal or regulatory action regarding non-compliance to
relevant environmental regulations.

M. Employees

The Globe Group has 6,864 active regular employees as of December 31, 2015, of which about 3.16%
or 217 are covered by a Collective Bargaining Agreement (CBA) through the Globe Telecom
Employees Union (GTEU).

Breakdown of employees by main category of activity from 2013 to 2015 are as follows:

Employee Type 2015 2014 2013


Rank & File, CBU 2,572 2,347 2,365
Supervisory 2,442 2,167 2,074
Managerial 1,386 1,239 1,131
Executives 464 429 417
Total * 6,864 6,182 5,987
*Includes Globe, Innove, & GXI (excluding Secondees)

28 | S E C F O R M 1 7 - A
In conformance with the Department of Labor and Employments (DOLE) Collective Bargaining
Agreement (CBA), the Globe Telecom Employees Union-Federation of Free Workers (GTEU-FFW)
remains active to pledge the right of every Ka-Globe to form a collective bargaining unit. All employees
are allowed to participate in CBA and through GTEU-FFW, everyone is informed and made aware of
the mandate during employee orientations.

The Company has a long-standing, healthy, and constructive relationship with the GTEU characterized
by industrial peace. It is a partnership that mutually agrees to focus on shared goals one that has in
fact allowed the attainment of higher levels of productivity and consistent quality of service to customers
across different segments.

Strong partnership and mutual understanding between the company and the union has been
continuously demonstrated throughout the years. In fact, throughout the many changes and
transformations initiated by the Company to achieve its goals, the union has been there, working hand
in hand with the Company in support of its business goals.

GTEU and Globe have a 5-year collective bargaining agreement for year 2011-2015, a testament to
the strong and peaceful relationship between the two.

Globe Telecom complies with RA 7160 Special Protection of Children Against Child Abuse,
Exploitation and Discrimination Act and observance of the principles of the Human Rights Act and Child
Labor Law. Benchmarking such regulations generate a happy workplace without presenting any fear of
discrimination or violation towards any employee. The company does not condone the violation of the
rights of indigenous people, nor does the company promote any operational activities that would pose
hazardous risks or damages to children or young employees.

The wonderful world of Globe provides a happy and safe workplace and alongside, implements certain
rules and policies to promote good conduct and behavior. Hence, employees who fail to follow the
Globe Code of Conduct (COC) are given corresponding sanctions. This is to protect the companys
interests to be able to consistently create a wonderful world for everyone. The sanctions especially
apply to major offenses related to corruption, extortion, bribery or any form that disrespects the
corporate values of the company. From the beginning, employees will be obliged to declare in writing
any involvement or endeavors that may potentially raise conflict with the company. Failure to do so will
subject the employee for a possible outright dismissal.

Globe continues to explore new ways to enhance employee productivity and realize operating
efficiencies. The Company believes that these initiatives will improve corporate agility, enhance Globes
overall competitiveness and strengthen its position as a service leader in the telecom industry, thereby
enhancing shareholder value.

N. Risk Factors

1. Foreign Exchange Risk

Globes foreign exchange risk results primarily from movements of the Philippine peso (PHP) against
the US dollar (USD) with respect to its USD-denominated financial assets, liabilities, revenues and
expenditures. Approximately 13% of its total service revenues are in USD while substantially all of its
capital expenditures are in USD. In addition, 24% and 22% of debt as of December 31, 2015 and 2014,
respectively, are denominated in USD before taking into account any swap and hedges.

Globes foreign exchange risk management policy is to maintain a hedged financial position after taking
into account expected USD flows from operations and financing transactions. It enters into short-term
foreign currency forwards and long-term foreign currency swap contracts in order to achieve this target.

The Company mitigates its foreign exchange risk through the following:

First, the Company has foreign currency-linked revenues which include those (a) billed in foreign
currency and settled in foreign currency; (b) billed in pesos at rates linked to a foreign currency tariff
and settled in pesos, or (c) fixed line monthly service fees and the corresponding application of the

29 | S E C F O R M 1 7 - A
Currency Exchange Rate Adjustment (CERA) mechanism under which Globe has the ability to pass
the effects of local currency depreciation to its subscribers.

Second, Globe enters into short-term currency forwards to manage foreign exchange exposure related
to foreign currency denominated monetary assets and liabilities while it enters into long term foreign
currency and interest rate swap contracts to manage foreign exchange and interest rate exposures of
certain long term foreign currency denominated loans.

There are no assurances that declines in the value of the Peso will not occur in the future or that the
availability of foreign exchange will not be limited. Recurrence of these conditions may adversely affect
Globes financial condition and results of operations.

2. Political and Socio-Economic Risks

The growth and profitability of Globe may be influenced by the overall political and economic situation
of the Philippines.

(a) Economic Considerations

Ever since the first quarter of 2014, GDP growth has been increasing, ending with a 5.8% full-
year growth for the year end December 2015. Starting slow at 5% during the first quarter, growth
eventually reached 6.3% by the end of the fourth quarter. This was mostly driven by the Service
Sector, particularly Real Estate, Renting & Business Activities and Transport, Storage, and
Communication. Mining & Quarrying and Construction also contributed to this growth. The 5.8%
full-year GDP growth ended higher than the estimated 5.7% by International Monetary Fund
(IMF).

Looking into the different sectors in the supply side, Service Sector drove the full-year growth with
a jump to 6.7% from 5.9% in 2014. Other Services led the growth with 8%, followed by Transport,
Storage & Communication with 7.9%. Real Estate, Renting & Business Activities ended with 7.3%
while Trade and Repair of Motor Vehicles, Motorcycles, Personal and Household Goods came in
close with 6.9%. Financial Intermediation dropped from 7.2% last year to 5.7% this year, as well
as Public Administration & Defense; Compulsory Social Security dropping from 3.6% in 2014 to
0.6% in 2015.

Also contributing to the full-year GDP growth is the Industry Sector with 6% despite decreasing
from the 7.9% in 2014. Construction remained the highest contributing subsector despite the
decrease from 9.9% in 2014 to 8.9% in 2015. Manufacturing likewise decreased from 8.3% to
5.7% in 2015. Meanwhile, Electricity, Gas & Water Supply increased from 2.8% to 4.8%, being
the only subsector under the Industry Sector that increased in growth rate in 2015 as Mining &
Quarrying reached a negative growth rate of -1.3%.

The Agricultural, Hunting, Forestry and Fishing Sector remains to be the least contributor with
0.2% growth. This is a huge 88% decrease from the 1.6% growth rate in 2014. Agriculture and
Forestry decreased to 0.7% from 2% in 2014 while Fishing further pushed its growth rate down
to -1.8% in 2015 from -0.4% in 2014.

Transitioning to the demand side, government spending picked up its pace and increased by
453% from 1.7% to 9.4% in 2015. There is also an increase in Public and Private Investments as
it reached a growth rate of 13.6% with investments in Construction and Durable Equipment driving
the growth. This then translated to higher employment and income rates, Household
Consumption therefore increased to 6.2%.

According to Secretary Arsenio Balisacan, current Economic Planning Secretary and NEDA
Director-General, the country has a six-year real GDP growth of 6.2%, highest since the late 70s.
He also added that investments efforts in creating job and higher income in the past few decades
have not been as consistent as the current administrations. According to him, there is still so
much to improve, especially the Agricultural Sector which has proven to be vulnerable to natural
disasters. Moreover, though the countrys economy has shown to be promising in the future, the
administration, both current and future, has to face challenges in sustaining the programs,
building the socioeconomic resiliency of the nation, and keeping the economic growth.

30 | S E C F O R M 1 7 - A
In April 2015, Standard & Poors reaffirmed the countrys long-term sovereign credit rating of BBB
Stable. In September 2015, Fitch has granted the country a BBB- Positive while Moodys granted
a Baa2 Stable rating last December 2015. All these ratings are well within the investment grade
showing that the country has adequate payment capacity with moderate credit risk.

Economic experts expect Investments and Private consumptions to maintain solid growth in 2016.
Domestic demand likewise is expected to increase following the coming National elections on
May 2016.

For the year 2016, the government budget reached P3 trillion, 36.8% of which is going to the
social services sector. Among the government agencies, Department of Education received the
biggest allocation with P411.9 billion followed by Department of Public Works and Highways with
P384.3 billion. The national budget has doubled since 2010.

The positive outlook on demand and increasing budget of the government are two factors that
can positively contribute to Globes operations and its ability to expand its network and eventually,
subscriber base.

(b) Political Considerations

The Philippines has from time to time experienced political, social and military instability. In
February 1986, a peaceful civilian and military uprising ended the 21-year rule of President
Ferdinand Marcos and installed Corazon Aquino as President of the Philippines. Between 1986
and 1989, there were a number of attempted coups dtat against the Aquino administration, none
of which was successful.

Political conditions in the Philippines were generally stable during the mid to late 1990s following
the election of Fidel Ramos as President in 1992. His successor, Joseph Estrada was the subject
of various allegations of corruption. He was eventually ousted from office following impeachment
proceedings, mass public protests and the withdrawal of support by the military on corruption
charges. Following President Estradas resignation, then Vice President Gloria Macapagal Arroyo
was sworn in as President on January 20, 2001. President Arroyo was subjected to various
impeachment complaints during her term. These impeachment complaints involved various
allegations including the manipulation of the results of the presidential election in 2004, corruption
and bribery. These complaints have fueled mass protests led by various cause-oriented groups
calling for the President to resign.

The Philippines held its most recent elections in May 2010, which marked the first attempt of the
Commission on Elections to implement a computerization of the national elections that includes
presidential, legislative and local positions. The elections have been deemed a success, with the
automation of the process and the relative decrease in election-related violence adding credibility
to the results. In June 2010, Benigno Noynoy Aquino III was inaugurated as the 15 th President
of the Philippines. The son of the late former President Corazon Aquino garnered over 40% of
the vote and has injected the country with renewed optimism.

In May 2013, the Philippines held its midterm elections where 12 of the 24 seats of the Senate
and all of the seats of the House of Representatives were elected. The officials elected were
sworn in on June 30, 2013, midway through President Benigno Aquino IIIs term of office.

On the judiciary, following the impeachment of the Chief Justice of the Philippine Supreme Court,
Renato Corona in 2012, President Aquino III immediately appointed Supreme Court Associate
Justice Ma. Lourdes Sereno as the new Chief Justice of the Supreme Court. She is the first
female and the second youngest Chief Justice in the countrys history. Her appointment gives
hope of reform and transparency in the justice system of the Philippines. Her accomplishments
as the Chief Justice are yet to be determined given that she is expected to be in position for the
next 16 years.

It was in mid-2013 and early 2014 that the Pork Barrel Scam made noises that resulted to citizens
questioning the credibility of our government. President Aquino, who initially continued the Priority
Development Assistance Fund (PDAF) legacy upon election, decided to abolish it given the rise

31 | S E C F O R M 1 7 - A
of this major issue that can possibly cripple the Philippine government. The Pork Barrel Scam
began when whistleblowers revealed the P10B-scam involving several government officials and
Janet Lim-Napoles, a business owner of several companies that serve different agencies. The
witness claimed that Napoles offered a portion of the PDAF to commissioners in exchange of the
authority to redirect the funds. Since then, several witness testimonies in court hearings and
investigations continue to reveal pieces on this issue.

One notable event in 2015 is the APEC Leadership Summit that Manila hosted in November.
With all the leaders of the world coming to the Philippines, the countrys own leaders implemented
strict rules on how the Filipinos should go about their daily business for the week. Roads were
closed. Lanes were freed up for the leaders vehicles. Informal settlers were swept away. There
was Manila-wide cleaning of roads and walls. But despite all these complaints from the Filipinos
affected, APEC opened the eyes of the nation to economic opportunities that the world can
potentially create with these 21 countries coming together. By hosting APEC, the Philippines
gained the opportunity to showcase its strengths and ability as a country and as a nation. This
will in effect increase the attention to the Philippines in an investment perspective for the other
nations.

However, in the coming May 2016 elections, it is expected that the whole political landscape of
the Philippines will change. With the presidential candidates having different focuses on their
campaign, the kind of tone that will be set in the next 6 years of leadership is vast and
unpredictable. And despite the recent improvements in the countrys political and economic
systems brought about by the Aquino administration, there can be no assurance that the future
political environment in the Philippines will be stable or future governments will adopt economic
policies conducive to sustaining economic growth. The growth and profitability of Globe may be
influenced by the overall political and economic situation of the Philippines. Any political instability
in the Philippines could negatively affect the countrys general economic conditions which in
turn could adversely affect Globes business, financial condition or results of operations.

3. Industry and Operational Risks

(a) Competitive Industry

Competition remains intense in the Philippine telecommunications industry as current operators


seek to increase market share with aggressive offerings while new entrants serve to further
heighten the competitive dynamics amidst a maturing mobile market. Today, Globes principal
competitor is the PLDT Group (composed of PLDT, Smart and Digitel), becoming a two-player
market following PLDTs acquisition of Digitel in October 2011.

The Philippine telecommunications industry continues to be dominated by the mobile segment


which contributed an estimated 62% of the total industry revenues in 2015. Nominal penetration
rate is now estimated at 115% from 113% in 2014. Industry revenue growth has slowed in recent
years, growing 3.9% in 2015, slightly higher than the 3.7% growth recorded last year.

The continued growth and development of the mobile industry will depend on many factors. Any
significant economic, technological or regulatory development could result in either a slowdown
or growth in demand for mobile services and may impact Globes business, revenues and net
income. Globes mobile revenues in 2015 and 2014 accounted for 75% and 79%, respectively of
its total service revenues.

(b) Regulatory Risk

The Globe Group is regulated by the NTC for its telecommunications business, and by the SEC
and the BSP for other aspects of its business. The introduction of, changes in, or practicality of
implementation of certain laws or regulations from time to time, may materially affect the
operations of Globe, and ultimately the earnings of the Company which could impair its ability to
service debt. There is no assurance that the regulatory environment will support any increase in
business and financial activity for Globe.

32 | S E C F O R M 1 7 - A
Globe manages its regulatory risks through proactive engagement with regulators and regular
monitoring of circulars and orders especially those that could negatively impact its businesses.

(c) Technology Shift Risk

Globe offers products and services which are dependent on the latest technological
trends. Globe Telecoms inability to identify, align or adapt to emerging technologies that drive
shifts in customer preference and consider the impact of new devices to existing technology
infrastructure and investments may place it in a competitively disadvantageous position resulting
to non-attainment of revenue and growth targets.

Globe Telecoms business, product and technical teams continue to keep abreast of the latest
innovations and trends in telecommunications technologies, devices and gadgets. The
information and insights gathered are considered in the roadmap of future products and services
and Globe Telecoms Network and IT infrastructure evolution. Proper timing of investments in
technology and infrastructure always consider its strategic implications, velocity of technology
cycles and subscriber adaption.
(d) Change Program Risk

Globe is in the process of transforming its Network infrastructure mainly to improve network
quality, anticipate the surge in voice and data traffic, decrease total cost of ownership and make
the network robust enough to meet future needs. On the other hand, the IT transformation is
envisioned to re-engineer Globe Telecoms IT systems and key processes to enhance its ability
to deliver superior customer experience while being able to roll out products to the market in a
more efficient and effective manner.

Should Globe Telecoms ambitious and complex transformation programs prove to be


unsuccessful, or fail to achieve the desired outcomes, Globe could ultimately lose market share
thus impacting its financial results.

Globe has institutionalized the appropriate program governance organization with senior
management oversight and accountability to ensure program risks are properly considered and
managed with the end objective of improving customer experience. Supporting processes have
been established to closely monitor and provide a venue for regular progress updates, alignment
of efforts, discussion of critical implementation issues and challenges and help ensure successful
execution of its change programs.

(e) Reputational Risk

Globe is recognized as one of the Philippines top companies which provides innovative voice,
SMS and data services, delivers superior customer sales and after sales experience, and
maintains a socially responsible philosophy. Given the prevailing industry landscape and
considering quickly shifting customer loyalty, Globe is exposed to reputational risk which may
result from the actions of the company itself or its competitors; indirectly due to the actions of an
employee or consequently through outsourced partners, suppliers or joint venture partners.

Damage to Globe Telecoms reputation and erosion of brand equity could also be triggered by
the inability to swiftly and adequately handle negative traditional and social media sentiments on
Globe Telecoms products and services resulting from unfavorable customer experience.

Regular process effectiveness and efficiency reviews on existing customer-impacting processes


and policies are being conducted to identify and address existing gaps, thus minimizing exposure
to reputational risks arising from problem areas. Front line staff are regularly trained to enable
them to effectively handle customer cases. On the other hand, close monitoring of customers
online sentiments is being performed to quickly detect subscriber issues being surfaced in social
media and be able to manage them early on.

(f) Compliance Risks

(i) Revenue Leakage

33 | S E C F O R M 1 7 - A
Globe is inherently vulnerable to revenue leakage with the dynamic changes in networks and
IT systems and the multitude of its service offerings given the pace at which new offers are
launched in the market.

Globe is continuously improving controls in its revenue assurance processes in order to


prevent and/or detect cases of revenue leakages. Prior to the launch of new products,
services and new systems, appropriate revenue assurance controls are already embedded in
system capabilities and manual processes.

(ii) Fraud

Globe runs the risk of falling victim to fraud perpetrated by unscrupulous persons or syndicates
either to avail of free services, to take advantage of device offers or defraud its
customers. With the increasing complexity of technologies, network and IT architecture, new
types of fraud are becoming more difficult to detect. This risk also involves irregularities in
transactions or activities performed by Globe Telecoms employees for personal gain.

Globe has institutionalized processes and built capabilities that enable the early detection,
close monitoring and timely reporting of various instances of fraudulent activities.

(iii) Business disruptions

Globe Telecoms continued delivery of quality services are highly dependent on network and
IT infrastructure which are vulnerable to damages caused by extreme weather disturbances,
natural calamities, fire, acts of terrorism, intentional damage, malicious acts and other similar
events which could negatively impact the attainment of revenue targets and damage its
reputation.

Globe is enhancing its crisis management plans and capabilities and has incorporated
disaster risk reduction and response objectives in its business continuity planning.

(iv) Cyber Threats

The cyber security landscape is rapidly evolving and users are heavily relying on digitized
information and sharing vast amounts of data across complex and inherently vulnerable
networks. This exposes Globe to various forms of cyber-attacks which could result in
disruption of business operations, damage to reputation, legal and regulatory fines and
customer claims.

New technologies and systems being installed in the name of advanced capabilities and
processing efficiencies may introduce new risks which could outpace the organizations ability
to properly identify, assess and address such risks. Further, new business models that rely
heavily on global digitization, use of cloud, big data, mobile devices and social media increase
the organizations exposure to cyber-attacks.

Globe continues to strengthen and enhance its existing security detection, vulnerability and
patch management, configuration management, identity access management, events
monitoring, data loss prevention and network/end-user perimeter capabilities to ensure that
cyber threats are effectively managed.

(v) Data Privacy

Globe, in the course of regular business acquires personal information of its subscribers and
retains the same in its IT systems. Existing laws require that these information be adequately
protected against unauthorized access and or/disclosure. The risk of data leakage is high with
the level of empowerment granted to in-house and outsourced employees handling sales and
after sales transactions to enable the efficient discharge of their functions.

Employee awareness on data protection and loss prevention is reinforced through regular
corporate dissemination channels. Further, employees are made accountable for maintaining
the confidentiality of data handled, including disclosures and information shared in various

34 | S E C F O R M 1 7 - A
social media platforms. Controls over processes that require handling of subscribers
personal information are being tightened, coupled with enhancements in existing security
capabilities to prevent compromise of subscriber data.

(g) Human Capital Risks

Globe Telecoms greatest asset is its people and its success is largely dependent on its ability to
attract highly skilled personnel and to retain and motivate its best employees. Globe Telecoms
people is the glue that brings everything together which is why it is crucial to ensure that the
company is able to acquire the right people and enhance their exceptional abilities further.

Various people-related programs designed to engage and motivate employees are being
implemented in order to retain and attract key talents. Globe also conducts an annual survey to
determine the level of employee engagement across the organization. Below norm employee
engagement criteria are analyzed to determine employees key concerns, and correspondingly,
implement programmed interventions to address such concerns and ensure sustainable
engagement.

(h) Organizational Agility Risk

In order to maximize the opportunities that may arise from the quickly-evolving changes in the
telecommunications industry, diversification of the business portfolio is critical to maintain Globe
Telecoms market competitiveness. Failure to drive the entire organization to quickly adapt to
changes and make the right shift in skills and mindsets to take on new investments may lead to
missed business opportunities.

Globe has initiated cultural change programs that focus on customer centricity and cultivating
forward-looking risk aware mindsets. Opportunistic hiring of talents required for innovation and
new investment areas are also carefully considered. Further, through Kickstart Ventures, Globe
invests in building to scale, the technical foundation of digital and tech start-up businesses
operating in the Philippines.

O. Management of Risks

Cognizant of the dynamism of the business and the industry and in line with its goal to continuously
enhance value for its stakeholders, Globe Telecom has put in place a robust risk management process.

As part of its annual planning cycles, senior management and key leaders regularly conduct an
enterprisewide assessment of risks focused on identifying the key risks that could threaten the
achievement of Globes business objectives, both at the corporate and business unit level, as well as
specific plans to mitigate or manage such risks.

Risks are prioritized, depending on their impact to the overall business and the effectiveness by which
these are managed. Risk mitigation strategies are developed, updated and continuously reviewed for
effectiveness, and are also monitored through various control mechanisms.

Globe employs a two-dimensional view of risk monitoring. Business unit or functional group level
leaders regularly monitor the status of operational, legal, financial, project risks that may threaten the
achievement of defined business outcomes and are accountable for the completion of the approved
mitigation plans meant to address the risks to the business. Senior managements oversight of
enterprise level risks includes strategic risks, major programme risks, regulatory risks and the status of
risk mitigation plans as they relate to the attainment of key business objectives. (For additional
information on Risk Management see Item 12. Risk Management under Part IV - Corporate Governance
section)

P. Debt Issues

For details on Globe Groups Notes payable and Long Term debt, see Note 14 of the attached Notes
to the 2015 Audited Financial Statements.

35 | S E C F O R M 1 7 - A
Item 2. Properties

A. Buildings and Leasehold Improvements

Effective 27 August 2013, Globe transferred its Head Office to The Globe Tower, 32nd Street corner 7th
Avenue, Bonifacio Global City, Taguig from Globe Telecom Plaza, Mandaluyong City.

Globe also owns several floors of Pioneer Highlands Towers 1 and 2, located at Pioneer Street in
Mandaluyong City. In addition, the Company also owns host exchanges in the following areas: Bacoor,
Batangas, Ermita, Iligan, Makati, Mandaluyong, Marikina, Cubao-Aurora, among others.

The Company leases office spaces along Sen. Gil Puyat Avenue, EDSA and Ermita for its technical,
administrative and logistics offices and host exchange, respectively. It also leases the space for most
of its Globe Stores, as well as the Companys base stations and cell sites scattered throughout the
Philippines.

Globes existing business centers and cell sites located in strategic locations all over the country are
generally in good condition and are covered by specific lease agreements with various lease payments,
expiration periods and renewal options. As the Company continues to expand its network, Globe intends
to lease more spaces for additional cell sites, stores, and support facilities with lease agreements,
payments, expiration periods and renewal options that are undeterminable at this time. (For additional
details on Buildings and Leasehold Improvements see Note 7 of the attached notes to the 2015 Audited
Financial Statements)

B. Telecommunications Equipment

As of 31 December 2015, the Company has mobile switching centers, 2G, 3G and 4G mobile switching
systems, transit switching centers and home location registers located in key areas nationwide. It also
utilizes a number of short messaging service centers, multimedia messaging service centers and a
wireless application protocol gateway to handle its SMS and value-added services traffic.

The infrastructure for Innoves fixed telephone service includes a number of telephone switching
exchanges and remote switching units in key locations in Metro Manila, the National Capital Region,
Visayas and Mindanao.

For its international and domestic long distance telephony business, Globe has a number of toll
switching systems in the National Capital Region, Visayas and Mindanao. It also operates international
gateway facilities to serve its international connectivity requirements.

Globe also has a national transmission network that includes a microwave Synchronous Digital
Hierarchy (SDH) backbone that stretches from the northern part of Luzon to the southern part of
Mindanao, supplemented by leased fiber optic networks in urban areas. Globe also established,
operates and maintains a FOBN linking the Luzon, Visayas and Mindanao island groups to complement
its microwave facilities and which offers flexibility for future telecommunications technology including
broadband, GPRS, 3G and broadband data transmission. In November 2009, Globe completed work
on its 2nd FOBN which is expected to provide additional capacity and improve redundancy to its existing
FOBN.

Last November 2011, Globe announced a landmark mobile network modernization program that
significantly improve network quality and customer experience, increase capacity, drive down costs, as
well as prepare the network to meet the needs of customers today and in the future. Given the growing
demand for bandwidth-heavy services, this modernization program aims to bring significant
improvements to network capacity leading to improved reliability, ease of access and pervasive
coverage. This modernization includes upgrading to a more efficient and HSPA+ and LTE-ready
network by deploying single-cabinet base stations with more efficient energy and site footprint, and
Software Defined Radio (SDR) base stations that support multiple technologies and allows for flexible
and quick capacity expansion for future need. The transport facilities will also be upgraded to a more
resilient, all-IP architecture to improve scalability and traffic efficiency through increased fiberization of
access and fringe core network and deployment of 40/100Gbps Dense Wavelength Division Multiplex
(DWDM) transport backbone.

36 | S E C F O R M 1 7 - A
In 2013, Globe completed the first phase of the network modernization and is now focused on the
fiberization of the remaining balance of the targeted sites for improved network scalability and traffic
handling capacity. In addition, Globe is building more sites to boost capacity and fill in identified gaps
to improve network coverage and performance.

In June 2014, Globe achieved 100% 3G coverage for its subscribers. Furthermore, in September 2014,
Globe completed the roll-out of its 4G HSPA+ infrastructure, providing subscribers with faster and more
reliable wireless internet connectivity.

C. Investments in Cable Systems

To provide resiliency and geographic diversity, Globe has also invested in several submarine cable
systems, which the Company either owns or leases a share of the systems total capacity. Investments
in cable systems include the cost of the Globe Groups ownership share in the capacity of certain cable
systems under Construction & Maintenance Agreements; or indefeasible rights of use (IRUs) under
Capacity Purchase Agreements.

To date, Globe has investments in the following cable systems (shown below with their major
connectivity paths):

APCN2 Asia Pacific Cable Network-2 (Trans-Asian region);


China-U.S. (connects North Asia, mainly China to the United States);
C2C City-to City (Trans-Asian region);
SEA-ME-W3 Southeast Asia-Middle East-Western Europe;
SJC Southeast Asia Japan Cable System connects Singapore, Brunei, Hong Kong, China
Mainland, Japan and the Philippines, with options to extend to Thailand
TGN-IA Tata Global Network Intra Asia cable system - connects the Philippines to Japan,
Hong Kong, Vietnam, and Singapore with onward connectivity via the TGN-Pacific network to
the United States; and
SEA US (Southeast Asia-United States) connects Philippines, Indonesia, Guam, and United
States

The Company also has an international cable landing station located in Nasugbu, Batangas that directly
accesses the C2C cable network, a 17,000 kilometer long submarine cable network linking the
Philippines to Hong Kong, Taiwan, China, Korea, Japan and Singapore. Globe has separately
purchased capacity in the C2C cable network which it subsequently transferred to its subsidiary, Innove.

Additionally, Globe has acquired capacities, either through lease or IRU, in selected cable systems
where the Company is not a consortium member or a private cable partner. These include capacities
in East Asia Crossing (EAC), and Fiber Optic Link Around the Globe (FLAG), among others.

On 17 March 2009, Globe formally opened its second international cable landing station in Ballesteros,
Cagayan with the Company being the exclusive landing party in the Philippines to the Tata Global
Network Intra Asia (TGN-IA) cable system. TGN-IA is a 6,700 kilometer trans-Asian submarine cable
system that links the Ballesteros, Cagayan cable landing station in the Philippines to Japan, Hong Kong,
Vietnam, and Singapore with onward connectivity via the TGN-Pacific network to Guam and the United
States.

On 1 October 2013, the Southeast Asia-Japan Cable (SJC) System was formally launched where Globe
is the exclusive landing party in the Philippines. The SJC System is one of the highest capacity systems
in the world (supporting an initial design capacity of 28 terabits per second, the fastest speed an
undersea cable system can provide). This enhances the Companys global link to support businesses
and consumers increasing demand for high-speed internet and connectivity. Globe joins some of the
biggest names in the industry including Brunei International Gateway Sendirian Berhad (BIG), Google,
SingTel, KDDI, PT Telekomunikasi Indonesia International (Telin), China Mobile, China Telecom, China
Telecom Global Limited (an affiliate of China Telecom), Donghwa Telecom Co., Ltd., and TOT of
Thailand, in this consortium.

On August 2014, Globe Telecom joined a consortium of international telecommunications companies


to build a $250 million cable system directly connecting Southeast Asia and United States. Expected

37 | S E C F O R M 1 7 - A
for completion in the last quarter of 2016, the SEA-US undersea cable system will provide superior
latency, delivering an additional 20Terabits per/second capacity, utilizing the latest 100 gigabits per
second transmission equipment. Such additional capacity will cater to the exponential growth of
bandwidth between the two continents.

For more information on the Companys properties and equipment, refer to Note 7 of the attached notes
to the consolidated financial statements.

38 | S E C F O R M 1 7 - A
Item 3. Legal Proceedings

a) On 23 July 2009, the NTC issued NTC Memorandum Circular (MC) No. 05-07-2009 (Guidelines
on Unit of Billing of Mobile Voice Service). The MC provides that the maximum unit of billing for the
cellular mobile telephone service (CMTS) whether postpaid or prepaid shall be six (6) seconds per
pulse. The rate for the first two (2) pulses, or equivalent if lower period per pulse is used, may be
higher than the succeeding pulses to recover the cost of the call set-up. Subscribers may still opt
to be billed on a one (1) minute per pulse basis or to subscribe to unlimited service offerings or any
service offerings if they actively and knowingly enroll in the scheme. In compliance with NTC MC
05-07-2009, Globe refreshed and offered to the general public its existing per-second rates that, it
bears emphasizing, comply with the NTC Memorandum Circular. Globe made per second charging
for Globe-Globe/TM-TM/Globe available for Globe Subscribers dialing prefix 232 (GLOBE) OR 803
plus 10-digit TM or Globe number for TM subscribers. The NTC, however, contends that Globes
offering does not comply with the circular and with the NTCs Order of 7 December 2009 which
imposed a three-tiered rate structure with a mandated flag-down of P3.00, a rate of P0.4375 for the
13th to the 160th second of the first minute and P0.65 for every 6-second pulse thereafter. On 9
December 2009, the NTC issued a Cease and Desist Order requiring the carriers to refrain from
charging under the previous billing system or regime and refund consumers.

Globe maintains that the Order of the NTC of 7 December 2009 and the Cease and Desist Order
are void as being without basis in fact and law and in violation of Globes rights to due process.
Globe, Smart, Sun and CURE all filed petitions before the Court of Appeals seeking the nullification
of the questioned orders of the NTC. On 18 February 2010, the Court of Appeals issued a
Temporary Restraining Order preventing the NTC from enforcing the disputed Order.

On 25 May 2010, the CA issued a writ of preliminary injunction directing the NTC to cease and
desist from enforcing their assailed Order/s. On 28 December 2010, the CA rendered a Decision
declaring the questioned decisions invalid for being violative of the Petitioners right to due process,
among others. The Petitioners and the NTC filed their respective Motions for Partial
Reconsideration. The motions were DENIED by the CA in an Order dated 19 January 2012. Due
to lack of material time, the NTC and the Petitioners seasonably filed their respective Motions for
Extension of Time to File Petition for Review with the Supreme Court. Globe filed its Petition on 12
March 2012. The other Movants are expected to file their respective petitions within the month of
March 2012.

Globe believes that its legal position is strong and that its offering is compliant with the NTCs
Memorandum Circular 05-07-2009, and therefore believes that it would not be obligated to make a
refund to its subscribers. If, however, Globe would be held as not being in compliance with the
circular, Globe may be contingently liable to refund to any complaining subscribers any charges it
may have collected in excess of what it could have charged under the NTCs disputed Order of 7
December 2009, if indeed it is proven by any complaining party that Globe charged more with its
per second scheme than it could have under the NTCs 6-second pulse billing scheme stated in the
disputed Order. Management has no estimate of what amount this could be at this time.

b) On 22 May 2006, Innove received a copy of the Complaint of Subic Telecom Company (Subictel),
Inc., a subsidiary of PLDT, seeking an injunction to stop the Subic Bay Metropolitan Authority and
Innove from taking any actions to implement the Certificate of Public Convenience and Necessity
granted by SBMA to Innove. Subictel claimed that the grant of a CPCN allowing Innove to offer
certain telecommunications services within the Subic Bay Freeport Zone would violate the Joint
Venture Agreement (JVA) between PLDT and SBMA. The Supreme Court ordered the
reinstatement of the case and has forwarded it to the NTC-Olongapo for trial. The trial is now on-
going

c) PLDT and its affiliate, Bonifacio Communications Corporation (BCC) and Innove are in litigation
over the right of Innove to render services and build telecommunications infrastructure in the
Bonifacio Global City. In the case filed by Innove before the NTC against BCC, PLDT and the Fort
Bonifacio Development Corporation (FBDC), the NTC has issued a Cease and Desist Order
preventing BCC from performing further acts to interfere with Innoves installations in the Bonifacio
Global City.

39 | S E C F O R M 1 7 - A
In the case filed by PLDT against the NTC in Branch 96 of the Regional Trial Court (RTC) of Quezon
City, where PLDT sought to obtain an injunction to prevent the NTC from hearing the case filed by
Innove, the RTC denied the prayer for a preliminary injunction and the case has been set for further
hearings. PLDT has filed a Motion for Reconsideration and Globe has intervened in this case. In
a resolution dated 28 October 2008, the RTC QC denied BCCs motion for the issuance of a
temporary restraining order (TRO). On 14 October 2013, the RTC issued an order dismissing the
complaint. On 21 October 2013, PLDT elevated the case to the Court of Appeals where the same
is still pending resolution.

In the case filed by BCC against FBDC, Globe Telecom and Innove, Bonifacio Communications
Corp. before the Regional Trial Court of Pasig, which case sought to enjoin Innove from making
any further installations in the BGC and claimed damages from all the parties for the breach of the
exclusivity of BCC in the area, the court did not issue a Temporary Restraining Order and has
instead scheduled several hearings on the case. The case was dismissed by the RTC Pasig.

On 11 November 2008, Bonifacio Communications Corp. (BCC) filed a criminal complaint against
the officers of Innove Communications Inc., the Fort Bonifacio Development Corporation (FBDC)
and Innove contractor Avecs Corporation for malicious mischief and theft arising out of Innoves
disconnection of BCCs duct at the Net Square buildings. The accused officers filed their counter-
affidavits and are currently pending before the Prosecutors Office of Pasig. The case is still
pending resolution with the Office of the City Prosecutor.

On 21 January 2011, BCC and PLDT filed with the Court of Appeals a Petition for Certiorari and
Prohibition against NTC, et al. seeking to annul the Orders of the NTC dated 28 October 2008
directing BCC, PLDT and FBDC to comply with the provisions of NTC MC 05-05-02 and the CEASE
AND DESIST from performing further acts that will prevent Innove from implementing and providing
telecommunications services in the Fort Bonifacio Global City pursuant to the authorization granted
by the NTC. BCC and PLDT anchor their petition on the grounds that: 1) the NTC has no jurisdiction
over BCC it being a non-telecommunications entity; 2) the NTC violated BCC and PLDTs right to
due process; and 3) there was no urgency or emergency for the issuance of the cease and desist
order. The case is pending with the court of appeals.

On April 25, 2011, Innove Communications filed its comment on the case filed by PLDT that seeks
to ban all Globe services from the Bonifacio Global City before the CAs Tenth Division. In its
comment, Globe argued that it is in the publics best interest that open access and free competition
among telecom operators be allowed at the Bonifacio Global City.

On August 16, 2011, the Ninth Division of the CA ruled that PLDTs case against Innove and the
National Telecommunications Commission (NTC) lacked merit, and thus denied the petition and
dismissed the case. PLDT and its co-petitioner, BCC file their motion for reconsideration. The same
is still pending resolution.

d) Other Developments

Globe Telecom and other leading Asia Pacific mobile operators (JV partners) signed an agreement
in 2004 (JV Agreement) to form a regional mobile alliance, which will operate through a Singapore-
incorporated company, BMPL. The JV company is a commercial vehicle for the JV partners to build
and establish a regional mobile infrastructure and common service platform and deliver different
regional mobile services to their subscribers. Globe Group has a ten percent (10%) stake in BMPL.
The other joint venture partners each with equal stake in the alliance include SK Telecom, Co. Ltd.,
Advanced Info Service Public Company Limited, Bharti Airtel Limited, Maxis Communications
Berhad, Optus Mobile Pty. Limited, Singapore Telecom Mobile Pte, Ltd., Taiwan Mobile Co. Ltd.,
PT Telekomunikasi
Selular and CSL Ltd. Under the JV Agreement, each partner shall contribute USD4.00 million based
on an agreed schedule of contribution. Globe Telecom may be called upon to contribute on dates
to be determined by the JV. On November 25, 2014, Globe Telecom received a return of capital
amounting to USD1.40 million. As of December 31, 2015 and 2014, the carrying value of the
investment in BMPL amounted to 29.44 million and 21.21 million, respectively.

40 | S E C F O R M 1 7 - A
Bayan Telecommunications, Inc.

Globe Telecom, Inc. and Bayan Telecommunications, Inc. (BTI) obtained approval from the NTC
for the joint use of the frequencies 1750-1760 MHz / 1845-1855 MHz originally assigned to BTI.
The joint-use agreement will enable Globe to address increasing demand for voice, short message
and mobile data services, and allow BTI to be able to offer mobile telecommunications services
nationwide.

In another development, the Company announced in November 2012 that it has obtained the
approval by its Board of Directors to commence offers to purchase (the Debt Offers) up to 100%
of the financial obligations of BTI and subsidiary Radio Communications of the Philippines, Inc.
(RCPI) to their respective financial creditors. The Debt Offers were concluded last 22 December
2012, wherein Globe secured the acceptance of 93.66% of the holders of the unsecured financial
indebtedness of BTI under the US$ 13.5% bonds originally due in 2006; 98.26% of the outstanding
other financial indebtedness owed by BTI; and 100% of the outstanding financial indebtedness
owed by RCPI, based on outstanding aggregate principal amount under the terms of the
rehabilitation plan of BTI and RCPI. BTI has been subject to court-supervised rehabilitation
proceedings since 2003. The current rehabilitation plan anticipates that BTI and RCPI will remain
in rehabilitation until 2023. Globe intends to apply with the rehabilitation court to amend the terms
of the rehabilitation plan in the interest of assuring BTIs long-term sustainability.

Meanwhile, Globe has also commenced separate discussions with the controlling shareholders of
BTI regarding a wide range of commercial arrangements including a potential acquisition by Globe
of an equity interest in BTI. The approval of the National Telecommunications Commission is
required to complete the acquisition. The parties remain in discussions on the terms of the
commercial arrangements including the price and other conditions under which the acquisition may
be effected. No definitive arrangement has been executed at this time.

Subsequently, last May 30, 2013, Globe, Bayan Telecommunications Holdings Corporation, the
controlling shareholder of BTI, and BTI jointly filed a motion with the court having jurisdiction over
BTI's debts. The motion seeks to significantly restructure BTI's financial debt in order to prevent the
recurrence of default and ensure BTI's continued viability. Following Globe's tender offers for the
BTI debt in 2012, Globe currently holds approximately 96.5% of the total financial indebtedness of
BTI. The joint motion is intended to achieve a successful rehabilitation of BTI at the earliest possible
date.

The current outstanding principal amount of this debt is approximately the equivalent of US$423.3
million. BTI's operations have not generated sufficient revenue to continue making the debt
payments under its existing rehabilitation plan. This has been attributed to a decline in revenue
from traditional fixed line services offered by BTI, increasing competitive pressures in the
telecommunications industry and BTI's inability to make any considerable capital investments while
under its high debt burden. The restructuring would, upon confirmation by the court, significantly
decrease this through a conversion of up to 69% of the debt into BTI shares. As restructured, the
outstanding principal debt balance would be reduced to approximately US$131.3 million, assuming
the debt to equity conversions occur to their fullest extent. The restructuring, including the debt to
equity conversion feature, would apply to all of BTIs creditors equally upon receipt of certain
regulatory approvals, including the confirmation of the court.

By acquiring the BTI debt, Globe sought to enable BTI's continued viability as a telecommunications
provider. For Globe's part, such a restructuring would allow Globe to further strengthen collaborative
efforts with BTI in respect of their local exchange networks, corporate data and broadband
businesses. Ensuring that BTI remains a going concern would allow both companies to become
more competitive in the current industry environment. On the part of BTI, a restructuring of its debt
and the entry of Globe as a shareholder as well as a Creditor will enable BTI to unlock and maximize
potential of its key business assets and capabilities, and help accelerate its rehabilitation. Globe
appreciates further that BTI's continued operations benefits all of its employees, suppliers,
stakeholders and public telecommunications customers in the Philippines as a whole.

On September 2013, Globe received a Resolution issued by Branch 158 of the Regional Trial Court
in Pasig City. This is the court having jurisdiction over the debts of BTI and its corporate
rehabilitation proceedings. The Resolution granted the joint motion filed by Globe and BTI to amend

41 | S E C F O R M 1 7 - A
current debt restructuring plan and implement a new Master Restructuring Agreement for all BTIs
creditors. The Amendments principally involve a conversion of up to 69% of the debt into BTI shares
comprising up to 56.6% of BTIs capital stock, on a fully diluted basis. Assuming that debt to equity
conversion occur to their fullest extent, the Amendments will reduce BTIs outstanding principal
debt by 69% from the equivalent of approximately US$423.3 to approximately US$131.3 million.
The Amendments also facilitate the entry of Globe into BTI as a shareholder and are expected to
assure BTIs successful rehabilitation. In addition to Globe, the debt to equity conversion of the new
debt restructuring terms will apply to all BTIs creditors.

On October 1, 2013, Globe Telecom acquired 38% interest in BTI following the conversion of its
unsustainable debt (Tranche B) into 45 million common shares based on the confirmation of the
court dated August 27, 2013 of the Amended Rehabilitation Plan. Globe Telecom will further convert
its share of the Tranche A debt upon certain regulatory approvals. Globe Telecoms acquisition of
BTI is intended to increase its current data and DSL businesses using BTIs existing platform.

On October 10, 2014, Globe Telecom received a copy of the temporary restraining order (TRO)
issued by the Court of Appeals (CA) stopping the National Telecommunications Commissions
(NTC) proceedings in connection with the bid of Globe Telecom Inc. to take over Bayan
Telecommunications Inc. (Bayan).

In a six-page resolution penned by Associate Justice Manuel Barrios, the CAs Special Seventeenth
Division granted the very urgent motion filed by the Philippine Long Distance Telephone Co. (PLDT)
for the issuance of a TRO enjoining the implementation of the orders issued by the NTC on
November 27, 2013, December 13, 2013, and July 3, 2014, which allowed the continuation of the
proceedings in connection with Globe and Bayans joint application for regulatory approval and
denied the petitioners motion to dismiss or suspend the same.

The appellate court held that PLDT, which is chaired by businessman Manuel V. Pangilinan, being
a stakeholder in the telecommunications industry, has a clear right to be protected on account of
the States policy to protect all telecommunication companies from unfair competition and to due
process.

On October 30, 2014, the Philippine Long Distance and Telephone Company (PLDT) urged the
government to auction the unused frequencies of Bayan Telecommunications Inc. (Bayan). In a
disclosure to the Philippine Stock Exchange, PLDT cited that Bayans franchise specifically
prohibits the transfer, sale or assignment of any right or privilege granted it without the approval of
Congress (under Section 13 of Republic Act 3259).

Globe Telecom insists that the issue at hand is PLDTs bid to delay the corporate rehabilitation of
Bayan Telecommunications (Bayan) through their petition of TRO. Atty. Froilan Castelo, General
Legal Counsel of Globe clarified that a congressional approval is no longer needed since Globe
acquisition of Bayan only involves transfer of shares of stocks much like when PLDT purchased
Digitel.

Despite the lapse of the Temporary Restraining Order (TRO) last December 9, 2014, the Court of
Appeals has advised the NTC to refrain from conducting any proceedings in connection with the
bid of Globe assume majority control of Bayan. The CA said that, due to the numerous pleadings
filed and the fact that the NTC has yet to file its main comment on the petition filed by PLDT, the
application for preliminary injunction by the latter has yet to be resolved.

On April 2015, the CA, has given the NTC the green light to continue its proceedings in connection
with the bid of Globe Telecom Inc. to take over Bayan. In a nine-page decision penned by Associate
Justice Manuel Barrios, the CAs Former Special 17th Division denied the petition for certiorari filed
by PLDT seeking the nullification of the orders issued on November 27, 2013; December 13, 2013;
and July 3, 2014 by the respondent NTC. The orders allowed the continuation of the proceedings
in connection with Globe and Bayans joint application for regulatory approval and denied the
petitioners motion to dismiss or suspend the same.

On July 2, 2015, the Company disclosed that the National Telecommunications Commission (NTC)
approved the joint application filed by Globe Telecom, lnc. (Globe) and Bayan Telecommunications,
lnc. (Bayan) to authorize Globe to convert its debt holdings in Bayan into equity which will result in

42 | S E C F O R M 1 7 - A
a controlling interest by the former of at least 54% of the latter's outstanding shares. The joint
application was filed in October 2013 pursuant to Section 20(h) of Commonwealth Act No. 146,
pursuant to the Resolution of Bayan's Rehabilitation Court (Regional Trial Court Branch 158 Pasig
City) in SEC Case 03-25 dated 27 August 2013.

Bayan has been under a court-assisted corporate rehabilitation since 2003 and on 27 August 2013,
the Regional Trial Court confirmed the Amendment of Bayan's Rehabilitation Plan wherein Globe,
as Bayan's principal creditor, will be authorized to convert its debt holdings into a controlling interest
of at least 54% in Bayan's outstanding shares.

On July 20, 2015, Globe Telecom, Inc. (Globe) has agreed to purchase from Bayan
Telecommunications Holdings, Corporation (BTHC) and Lopez Holdings, Corporation ("LHC") all
the equity in the capital stock of Bayan Telecommunications, lnc. ("Bayan") that is held by BTHC
and LHC, valued at approximately Php 1.83 Billion (the "Transaction"). The Transaction follows the
conversion by Globe of Bayan debt into equity provided under the resolution of Bayan's
Rehabilitation Court (Regional Trial Court Branch 158 Pasig City) in SEC Case 03-25 dated 27
August 2013, and approved by the National Telecommunications Commission on 2 July 2015, as
previously disclosed. The Transaction involves up to 70,763,707 Bayan shares and increases
Globe's equity interests in Bayan from 56.87% to 98.57% of outstanding capital stock.

On July 3, 2015, loan receivables from BTI were revalued, in accordance with the Master
Restructuring Agreement, comprising of principal and interest due until 2023, with quarterly interest
payments and semi-annual principal payments.

On November 12, 2015, Globe received the resolution from the rehabilitation court granting its
motion for the termination of the rehabilitation proceedings involving Bayan. The resolution sets a
key milestone for Bayan, wherein it successfully exits rehabilitation and provides key steps for
Globe to continue to unlock opportunities for synergies with Bayan.

On December 18, 2015, the Court of Appeals has denied the plea of Manuel V. Pangilinan led
Philippine Long Distance Telephone Co. (PLDT) to reverse its earlier decision allowing the National
Telecommunications Commission (NTC) to continue its proceedings inconnection with the bid of
Globe to take over Bayan. In a three-page resolution penned by Associate Justice Manuel Barrios,
the CAs Former Special Seventeenth Division denied the motion for reconsideration filed by PLDT
urging the appellate court to set aside its March 26, 2015, ruling. The CA, in the said decision,
denied the petition for certiorari filed by PLDT seeking the nullification of the orders issued on
November 27, 2013; December 13, 2013; and July 3, 2014, by the respondent NTC. The orders
allowed the continuation of the proceedings in connection with Globes and Bayans joint application
for regulatory approval and denied the petitioners motion to dismiss the joint application. The CA
said PLDT did not raise new issues that would warrant the reversal of its decision.

Details on these transactions have been extensively discussed in the disclosures filed with the SEC
and PSE and may be accessed from the PSE and Company websites.

Item 4. Submission of Matters to a Vote of Security Holders

Except for matters taken up during the annual meeting of stockholders, there was no other matter
submitted to a vote of security holders during the period covered by this report.

43 | S E C F O R M 1 7 - A
PART II OPERATIONAL AND FINANCIAL INFORMATION
Item 5. Issuers Equity, Market Price, Dividends and Related Stockholder Matters

A. Capital Stock

2015 2014
Shares Amount Shares Amount
(In Thousand Pesos and Number of Shares)
Voting Preferred stock - P
= 5 per share 160,000 P
= 800,000 160,000 P
= 800,000
Non-Voting Preferred stock - P= 50 per share 40,000 2,000,000 40,000 2,000,000
Common stock - P = 50 per share 148,934 7,446,719 148,934 7,446,719

Globe Telecoms issued and subscribed capital stock consists of:

2015 2014
Shares Amount Shares Amount
(In Thousand Pesos and Number of Shares)
Voting Preferred stock - P
= 5 per share 158,515 P
= 792,575 158,515 P
= 792,575
Non-Voting Preferred stock - P= 50 per share 20,000 1,000,000 20,000 1,000,000
Common stock - P = 50 per share 132,743 6,637,138 132,733 6,636,654
Total capital stock P
= 8,429,713 P
= 8,429,229

1. Preferred Stock

Non-Voting Preferred Stock

On February 10, 2014, the Globe Telecoms BOD approved the amendment of Articles of
Incorporation (AOI) to reclassify 31 million of unissued common shares with par value of 50 per
share and 90 million of unissued voting preferred shares with par value of 5 per share into a
new class of 40 million non-voting preferred shares with par value of 50 per share.

On April 8, 2014, the stockholders approved the issuance, offer and listing of up to 20 million
non-voting preferred shares, with an issue volume of up to 10 billion. The non-voting preferred
shares shall be redeemable, non-convertible, non-voting, cumulative and may be issued in
series.

On June 5, 2014, the Securities and Exchange Commission (SEC) approved the amendment of
AOI to implement the foregoing reclassification of shares.

On August 8, 2014, the SEC approved the offer of non-voting preferred perpetual shares and on
August 15, 2014, the 20 million non-voting preferred shares were fully subscribed and issued.
Subsequently, the shares were listed at the Philippines Stock Exchange (PSE) on August 22,
2014.

Proceeds from preferred issuance were used to partially finance capital expenditures.

Non-voting preferred stock has the following features:

(a) Issued at 50 par;


(b) Dividend rate to be determined by the BOD at the time of issue;
(c) Redemption - at Globes option at such times and price(s) as may be determined by
the BOD at the time of issue, which price may not be less than the par value thereof
plus accrued dividends;
(d) Eligibility of investors - Any person, partnership, association or corporation regardless
of nationality wherein at least 60% of the outstanding capital stock shall be owned by
Filipino
(e) No voting rights;
(f) Cumulative and non-participating;

44 | S E C F O R M 1 7 - A
(g) No pre-emptive rights over any sale or issuance of any share in Globe Telecoms capital
stock; and
(h) Shares shall rank ahead of the common shares and equally with the voting preferred
shares in the event of liquidation.

Voting Preferred Stock

Voting Preferred stock has the following features:


(a) Issued at P = 5 par;
(b) Dividend rate to be determined by the BOD at the time of issue;
(c) One preferred share is convertible to one common share starting at the end of the
10th year of the issue date at a price to be determined by the Globe Telecoms BOD at
the time of issue which shall not be less than the market price of the common share
less the par value of the preferred share;
(d) Call option - Exercisable any time by Globe Telecom starting at the end of the 5th year
from issue date at a price to be determined by the BOD at the time of issue;
(e) Eligibility of Investors - Only Filipino citizens or corporations or partnerships wherein
60% of the voting stock or voting power is owned by Filipino;
(f) With voting rights;
(g) Cumulative and non-participating;
(h) Preference as to dividends and in the event of liquidation; and
(i) No preemptive right to any share issue of Globe Telecom, and subject to yield
protection in case of change in tax laws.

The dividends for preferred shares are declared upon the sole discretion of the Globe Telecoms
BOD.

2. Common Stock

The roll forward of outstanding common shares is as follows:

2015 2014 2013


Shares Amount Shares Amount Shares Amount
(In Thousand Pesos and Number of Shares)

At beginning of year 132,733 P


= 6,636,654 132,596 P
= 6,629,785 132,406 P
= 6,620,291
Exercise of stock options 10 484 137 6,869 190 9,494
At end of year 132,743 P
= 6,637,138 132,733 P
= 6,636,654 132,596 P
= 6,629,785

B. Market Information

The Companys common equity is traded at the Philippine Stock Exchange (PSE) under the ticker
symbol GLO.

On August 2014, the Company issued Series A Non-Voting Perpetual Preferred shares. The shares
are being traded in the Philippine Stock Exchange under the ticker GLOPP.

Below are the quarterly high and low prices in the last two (2) fiscal years.

COMMON SHARES
Price Per Share (PHP)
Calendar Period High Low
2014
First Quarter 1,785 1,605
Second Quarter 1,740 1,600
Third Quarter 2,008 1,623
Fourth Quarter 1,780 1,602
2015

45 | S E C F O R M 1 7 - A
First Quarter 2,040 1,712
Second Quarter 2,702 2,062
Third Quarter 2,674 2,348
Fourth Quarter 2,372 1,750

NON-VOTING PREFERRED SHARES


Price Per Share (PHP)
Calendar Period High Low
2014
Third Quarter 507 485
Fourth Quarter 502 492

2015
First Quarter 515 497
Second Quarter 530 507
Third Quarter 535 516
Fourth Quarter 528 518

The price information as of latest practicable trading date (as of March 16, 2016):
P2,082 per common share
P515 per non-voting preferred share

C. Holders

There are approximately 3,222 holders of common shares, 6 holders of voting preferred shares, and
11 holders of non-voting preferred shares as of 31 December 2015.

The following are the top 20 registered holders of the Companys securities:

Common Stock:

Percentage
No. of Common owned out of
Stockholder Name
Shares total outstanding
common shares
1 Singapore Telecom Intl. Pte. Ltd. 62,646,487 47.19%
2 Ayala Corporation 40,351,591 30.40%
3 PCD Nominee Corp. (Non-Filipino) 19,906,739 15.00%
4 PCD Nominee Corp. (Filipino) 9,028,201 6.80%
5 Guillermo D. Luchangco 24,000 0.02%
6 The First National Co., Inc. 21,001 0.02%
7 Cedar Commodities, Inc. 12,900 0.01%
8 GTESOP98053 10,000 0.01%
9 GTESOP98055 10,000 0.01%
9 GTESOP98058 10,000 0.01%
9 GTESOP98063 10,000 0.01%
9 GTESOP98054 10,000 0.01%
9 Bernadette Say Go 10,000 0.01%
9 GTESOP98056 10,000 0.01%
9 GTESOP98057 10,000 0.01%
9 GTESOP98059 10,000 0.01%
9 GTESOP98060 10,000 0.01%
9 GTESOP98061 10,000 0.01%
9 GTESOP98062 10,000 0.01%
9 GTESOP98064 10,000 0.01%
9 Florentino P. Feliciano 9,487 0.01%

46 | S E C F O R M 1 7 - A
10 R. Nubla Securities Inc. 8,405 0.01%
11 Ferdinand M. Dela Cruz 8,174 0.01%
12 Jose Tan Yan Doo 8,071 0.01%
13 Ma. Teresa V. Teng 8,015 0.01%
14 Alfonso S. Teh 6,000 0.00%
15 Pan Malayan Management & Investment Corp. 5,991 0.00%
16 Guillermo D. Luchangco 5,500 0.00%
17 Agro Resources & Development 5,330 0.00%
18 Ramon Nonato Aesquivel, Jr. 5,084 0.00%
19 Evelyn M. Macatangay 5,036 0.00%
20 Victor Gaw 4,910 0.00%

Voting Preferred Stock:

Percentage
No. of Preferred (of Voting
Stockholder Name
Shares Preferred
Shares)
1 Asiacom Philippines, Inc. 158,515,016 100.00%
2 Ernest L. Cu 1* 0.00%
3 Manuel A. Pacis 1* 0.00%
4 Rex Ma. A. Mendoza 1* 0.00%
5 Saw Phaik Hwa 1* 0.00%
6 Romeo L. Bernardo 1* 0.00%
* Nominee shares

Non-Voting Preferred Stock:

Percentage
No. of Preferred (of Non-
Stockholder Name
Shares Preferred
Shares)
1 PCD Nominee Corp. Filipino 19,850,950 99.25%
2 PCD Nominee Corp. Non-Filipino 113,800 0.57%
3 First Life Financial Co. Inc. 20,000 0.10%
4 Tan Ben Cuevo and/or Tan Imelda Toralba 4,000 0.02%
5 Yao Wilson Ang 3,000 0.02%
6 Robles Ma. Theresa Frasco 2,150 0.01%
7 Chong Darius Chua and/or See Katrina Ong 2,000 0.01%
8 Henry Dy Tan or Sherley Gargantos Tan 2,000 0.01%
9 Macabuhay Angelo De Guzman 1,000 0.01%
10 Lim Iris Veronica Go 600 0.00%
11 Teh Afonso S 500 0.00%

D. Dividends

Dividends declared by the Company on its stocks are payable in cash or in additional shares of stock.
The payment of dividends in the future will depend upon the earnings, cash flow and financial condition
of the Company and other factors.

1. Stock Dividends

Stock dividends, which come in the form of additional shares of stock, are subject to approval
by both the Company's Board of Directors and the Company's stockholders. No stock dividends
have been distributed since the 25% stock dividend back in 2002.

2. Cash Dividends

Cash dividends are subject to approval by the Company's Board of Directors but no stockholder
approval is required. Total cash dividends distributed per common share for the past 3 years
are listed below.

47 | S E C F O R M 1 7 - A
a. Common shares

CASH DIVIDEND (Per Share)

AMOUNT
DECLARATION DATE RECORD DATE PAYMENT DATE
(Php)
33.50 February 5, 2013 February 19, 2013 March 12, 2013
33.50 August 6, 2013 August 22, 2013 September 13, 2013
37.50 February 10, 2014 February 26, 2014 March 20, 2014
18.75 August 5, 2014 August 19, 2014 September 4, 2014
18.75 November 11, 2014 November 25,2014 December 11, 2014
20.75 February 4, 2015 February 18, 2015 March 4, 2015
20.75 May 12, 2015 May 26, 2015 June 11, 2015
20.75 August 3, 2015 August 17, 2015 September 2, 2015
20.75 November 6, 2015 November 24, 2015 December 4, 2015

b. Voting Preferred shares

AMOUNT
DECLARATION DATE RECORD DATE PAYMENT DATE
(Php)
0.15 November 8, 2013 November 22, 2013 December 8, 2013
0.17 November 11, 2014 November 25, 2014 December 11, 2014
0.21 November 6, 2015 November 24, 2015 December 4, 2015

c. Non-Voting Preferred shares

AMOUNT
DECLARATION DATE RECORD DATE PAYMENT DATE
(Php)
13.00 December 12, 2014 January 26, 2015 February 22, 2015
13.00 May 12, 2015 August 10, 2015 August 22, 2015
13.00 December 11, 2015 January 26, 2016 February 22, 2016

Cash Dividends Declared After Balance Sheet Date

On 5 February 2016, Globes Board of Directors approved the declaration of the first quarter
cash dividend of P22.00 per common share payable on March 4, 2016 to shareholders on
record as of February 22, 2016. The first quarter cash dividend payment total is about P
= 2.9
billion.

3. Restrictions on Retained Earnings

The total unrestricted retained earnings available for dividend declaration amounted to
5,203.49 million as of December 31, 2015. This amount excludes the undistributed net
earnings of consolidated subsidiaries, accumulated equity in net earnings of joint ventures
accounted for under the equity method, and unrealized gains recognized on asset and liability
currency translations and unrealized gains on fair value adjustments. The Globe Group is also
subject to loan covenants that restrict its ability to pay dividends (see Note 14).

E. Recent Sale of Unregistered or Exempt Securities, including recent issuance of


securities constituting an exempt transaction

There were no private placements undertaken in the past three years.

48 | S E C F O R M 1 7 - A
F. Minimum Public Ownership

GLOBE TELECOM, INC.


Computation of Public Ownership as of December 31, 2015

Number of Shares
Common
Number of Issued and Outstanding Shares 132,742,767
Less:
% to total
I/O Shares Common
Directors
Sub-total 0.0969 % 128,579

Officers
Sub-total 0.0585 % 77,630

Principal Stockholders
Asiacom Phils., Inc.
Direct - % 0
Singapore Telecom Int'l. Pte Ltd
Direct 47.1939 % 62,646,487
Ayala Corporation
Direct 30.3983 % 40,351,591
Sub-total 77.5922 % 102,998,078

Others
Sub-total - % -

TOTAL 77.7476 % 103,204,287

Total Number of Shares Owned by the Public 29,538,480

PUBLIC OWNERSHIP PERCENTAGE


Total Number of Shares Owned by the Public

29,538,480 shares = 22.25%


132,742,767 shares

Number of Issued and Outstanding Shares = 132,742,767

Number of Outstanding Shares = 132,742,767


Number of Treasury Shares = 0
Number of Listed Shares
Common Shares = 132,742,767
Voting Preferred Shares = 158,515,021
Non-Voting Preferred Shares = 20,000,000

Number of Foreign-Owned Shares


Common Shares = 82,561,559
Preferred "A" Shares = 0
Non-Voting Preferred Shares 113,800
Foreign Ownership Level (%)- on voting shares = 28.35%
Foreign Ownership Level (%)- on all Outstanding shares
= 26.56%
Foreign Ownership Limit (%) = 40%

49 | S E C F O R M 1 7 - A
Item 6. Managements Discussion and Analysis of Operations

For The Financial Year Ended 2015

GROUP FINANCIAL HIGHLIGHTS

Globe Group
Year on Year Bayan1
Globe Globe Last (Standalone)
YoY Change (%)
Conso ex-Bayan Year
Results of Operations (Php Mn) 31-Dec 31-Dec 31-Dec vs. Globe vs. Globe 31-Dec
2015 2015 2014 Conso ex-Bayan 2015
Operating Revenues 119,969 117,131 103,236 16% 13% 3,175
Service Revenues 113,679 110,842 99,025 15% 12% 3,174
Mobile 85,105 85,105 78,069 9% 9% -
Broadband 17,458 16,107 12,687 38% 27% 1,352
Fixed line Data 7,698 6,619 5,480 40% 21% 1,389
Fixed line Voice 3,418 3,011 2,789 23% 8% 433
Non-Service Revenues 6,290 6,289 4,211 49% 49% 1
Costs and Expenses 74,162 72,345 63,965 16% 13% 2,153
Cost of Sales 13,665 13,646 10,661 28% 28% 19
Operating Expenses 60,497 58,699 53,304 13% 10% 2,134
EBITDA 45,807 44,786 39,271 17% 14% 1,022
EBITDA Margin 40% 40% 40% 32%
Depreciation 21,133 20,169 18,123 17% 11% 832
EBIT 24,674 24,617 21,148 17% 16% 190
EBIT Margin 22% 22% 21% 6%
Non-Operating Charges 1,207 (1,279) 1,765 -32% -172% (359)
Net Income After Tax (NIAT) 16,484 16,310 13,372 23% 22% (165)
Core Net Income2 15,126 15,223 14,489 4% 5% (5)
1
Standalone Bayan financial results, gross of intercompany transactions between Globe and Bayan
2
Core net income is net income after tax (NIAT) but excluding foreign exchange and mark-to-market gains (losses), and
non-recurring items

Full year consolidated service revenues once again reached a new record high of P113.7 billion
from P99.0 billion last year due to the anticipated rise in data consumption across Globes mobile,
broadband, and fixed line data businesses. Mobile revenues were up by 9% to P85.1 billion from
last years P78.1 billion, due to the continued solid growth on Globe Postpaid (+7%), Globe Prepaid
(+8%) and the Companys mass market brand TM (+14%). This was likewise supported by the
robust 20% mobile subscriber base expansion year-on-year to 52.9 million from 44.0 million last
year. Broadband, fixed line data and fixed line voice revenues, likewise, sustained its double-digit
growth year-on-year, posting a 38%, 40% and 23% year-on-year increase, respectively, driven by
robust subscriber growth and increased demand for data connectivity for both its consumer and
corporate clients. The strong revenue performance was also aided by the consolidation of Bayan
results in the second half of the year. Even excluding the impact of Bayans consolidation,
consolidated gross service revenues were still up by a solid 12% year-on-year to P110.8 billion.

Total operating expenses and subsidy increased by 14% year-on-year to P67.9 billion from P59.8
billion a year ago, as Globe continued to re-invest gains in revenues to support subscriber and data
network expansion. The increase in operating expenses was driven by higher subscriber
acquisition costs, given record-level gross acquisitions in 2015 and increased re-contracting
volumes. Costs were also incurred to support the expansion of Globes 3G, HSPA+ and LTE
networks, as leases for sites, repairs and maintenance and services costs were all up year-on-year.
This was likewise impacted by the consolidation of Bayan in the last two quarters of 2015. Even
excluding Bayan, actual year-on-year increase on operating expenses and subsidy was at 11%.

Consolidated EBITDA of the Globe Group reached another record high of P45.8 billion, besting last
years previous record of P39.3 billion, partly due to the consolidation of Bayan, which provided an
EBITDA upside of P1.0 billion for the second half of 2015. EBITDA margin for 2015 was at 40%,

50 | S E C F O R M 1 7 - A
in line with this years guidance and on par with last years EBITDA margin, as the overall revenue
gains fully covered for the increase in expenses.

Total depreciation expenses for 2015 posted a 17% increase to P21.1 billion from the P18.1 billion
reported in 2014, given asset additions related to Globes capital expenditure programs in 2015 and
the consolidation of Bayans depreciation expenses in the second semester of the year, which
amounted to P832 million. Furthermore, the growth in depreciation expenses was also due to
relatively low depreciation charges in 2014, owing to the full depreciation of certain assets by the
end of 2013.

Overall, total operating costs including depreciation charges, rose to P89.0 billion or 14% higher
than the P77.9 billion reported in 2014. Excluding Bayans costs, total operating expenses
increased by 11% year-on-year.

Non-operating charges declined by 32% year-on-year mainly driven by the impact of one-time gains
booked in the second half of 2015, coming from the sale of a 51% stake in Yondu to Xurpas,
Inc.(Xurpas), including the fair market valuation adjustment on Globe's remaining 49% stake in
Yondu, and valuation adjustments upon the acquisition of a 98.6% stake in Bayan in July 2015.
These one-time adjustments offset the impact of higher net interest expenses and foreign exchange
losses during the year.

The Globe Group closed the year with a record high consolidated net income of P16.5 billion, up a
solid 23% from last years previous record of P13.4 billion, driven by the strong EBITDA growth and
lower non-operating charges. Excluding the non-recurring expenses, foreign exchange losses and
one-time gains, core net income after tax reached P15.1 billion as of end-December 2015, up a
solid 4% from the P14.5 billion reported in 2014.

As of the end-December 2015, total cash capital expenditures stood at about P32.1 billion
(approximately $704 million), 51% higher than last year's level of P21.2 billion. The increase in
capital expenditures was partially driven by the delay in capex cash flows in the latter part of 2014,
which spilled into 2015. To date, Globe has a total of 28,336 base stations, including over 18,300
4G1 base stations to support the requirements of its subscribers for 2G, 3G and 4G services.

1
Includes HSPA+, WiMax and LTE

51 | S E C F O R M 1 7 - A
GROUP OPERATING REVENUES BY SEGMENT

Globe Group
Year on Year Bayan1
(Standalone)
Globe Globe
Last Yr YoY Change (%)
Conso ex-Bayan
Operating Revenues 31-Dec 31-Dec 31-Dec vs. vs. Globe 31-Dec
By Business (Php Mn) 2015 2015 2014 Globe
Conso ex-Bayan 2015
Mobile 89,980 89,980 81,050 11% 11% -
Service Revenues 85,105 85,105 78,069 9% 9% -
Non-Service Revenues 4,875 4,875 2,981 64% 64% -

Fixed Line and Broadband 29,989 27,151 22,186 35% 22% 3,175
Service Revenues 28,574 25,737 20,956 36% 23% 3,174
Non-Service Revenues 1,415 1,414 1,230 15% 15% 1

Total Operating Revenues 119,969 117,131 103,236 16% 13% 3,175


1
Standalone Bayan financial results, gross of intercompany transactions between Globe and Bayan

The Globe Group ended the year with total operating revenues of close to P120.0 billion, up 16% from
the P103.2 billion recorded last year. This was driven by strong service revenue growth, which was up
15% year-on-year to reach P113.7 billion from P99.0 billion a year ago.

Mobile service revenues, which accounted for 75% of consolidated service revenues for the year just
ended, rose to P85.1 billion, up 9% from last years level of P78.1 billion, due to the strong revenue
contributions from mobile data (+55%) and the continued subscriber expansion across all mobile
brands.

Globes broadband and fixed line businesses which comprise 25% of consolidated service revenues
continued its double digit growth year-on-year due to robust broaband subscriber expansion and the
continued demand for data connectivity across consumers and corporates. Broadband revenues stood
at P17.5 billion as of the end of December this year from P12.7 billion last year. Globe ended the year
with 4.3 million broadband subscribers, up by 55% from 2014.

Mobile non-service revenues increased year-on-year by 64%. Fixed line and broadband non-service
revenues, likewise showed an increase compared to the previous year by 15% on the back of strong
broadband acquisitions.

52 | S E C F O R M 1 7 - A
MOBILE BUSINESS

For the Year Ended

31-Dec 31-Dec YoY


Mobile Service Revenues (Php Mn)
2015 2014 Change
(%)
Service
Voice 1.... 36,862 34,684 6%
SMS2 .. 26,136 29,079 -10%
Mobile Browsing and Other Data3. 22,107 14,306 55%
Mobile Service Revenues *.. 85,105 78,069 9%
1
Mobile voice service revenues include the following:

a) Prorated monthly service fees on consumable minutes of postpaid plans;


b) Subscription fees on unlimited and bucket voice promotions including the expiration of the unused value of
denomination loaded;
c) Charges for intra-network and outbound calls in excess of the consumable minutes for various Globe Postpaid plans,
including currency exchange rate adjustments, or CERA, net of loyalty discounts credited to subscriber billings; and
d) Airtime fees for intra network and outbound calls recognized upon the earlier of actual usage of the airtime value or
expiration of the unused value of the prepaid reload denomination (for Globe Prepaid and TM) which occurs between 3
and 120 days after activation depending on the prepaid value reloaded by the subscriber net of (i) bonus credits and (ii)
prepaid reload discounts; and revenues generated from inbound international and national long distance calls and
international roaming calls; and
e) Mobile service revenues of GTI.

Revenues from (a) to (e) are reduced by any payouts to content providers.
2
Mobile SMS revenues consist of local and international revenues from value-added services such as inbound and outbound
SMS and MMS, infotext, and subscription fees on unlimited and bucket prepaid SMS services, net of any interconnection or
settlement payouts to international and local carriers and content providers.
3
Mobile browsing and other data service revenues consist of local and international revenues from value-added services such
as mobile internet browsing and content downloading, mobile commerce services, other add-on VAS, and service revenues of
GXI and EGG, net of any interconnection or settlement payouts to international and local carriers and content providers.

Mobile Voice

Mobile voice revenues, which accounted for 43% of total mobile service revenues, grew by 6% to P36.9
billion from P34.7 billion in 2014, due to the continued popularity of unlimited and bulk domestic voice
subscriptions, offsetting the decline in pay-per-use domestic voice and international voice services.

Globe remains the only operator in the country that offers per-second voice charging with Globes Super
Sakto Calls and TMs Sulit Segundo which allow subscribers to make a local call for only P0.15 per
second. The Company continues to provide attractive and affordable bulk voice offers such as Tawag
236 for 20-minute consumable calls for only P20 for Globe Postpaid and Globe Prepaid subscribers
and TMs TodoTawag 15/15 service for 15-minute on-net call for only P15. TM subscribers may also
subscribe to SuliTawag for only P5 for 3-minute Globe and TM network calls and TM Dagdag Call worth
P5 which is an add-on service to subscribers registered to TMs text promotions that provides 3-minute
on-net calls. Likewise, GoCall100 was made available via GoSakto which provide Globe Prepaid
subscribers 500 minutes of on-net calls to Globe/TM for only P100 for 7 days. Meanwhile, TM
subscribers may choose Unlicall15 which gives its subscribers unlimited calls to all Globe and TM
subscribers for as low as P15 valid for 1 day.

Meanwhile, for Filipinos who wish to stay connected with their loved ones abroad, Globe continues to
offer its pioneering per-second charging for international voice calls, IDD Sakto Calls for both Globe
Postpaid and Globe Prepaid subscribers. Globe Prepaids GoTipIDD service remains to be the lowest
per-minute IDD rates in the market. In addition, Globe also provides a bucket IDD service to popular
and selected overseas destinations with its IDD Tingi promotion, while offering its TipIDD card at
various Globe distribution channels. The Companys international voice services also include Super
IDD, an unlimited call service for 24 hours to select destinations worldwide, and Go IDD for IDD calls
to the US mainland, Canada, China, Hawaii, Hong Kong, Singapore, and Thailand for as low as P1.50
per minute for only P200, valid for 30 days. Likewise, Globe Duo International was made available

53 | S E C F O R M 1 7 - A
in the market which provides registered Globe Postpaid and Globe Prepaid subscribers with virtual
US landline numbers which they can use to communicate with their loved ones in the USA. Families
and friends in the USA in turn may call their loved ones back in the Philippines and be charged at
domestic US rates. This service was further expanded to cover Korea, Canada and UK with the
launch of Globe DUO Korea, Globe DUO Canada and Globe DUO UK where it assigns a Korean,
Canadian or UK number to a Globe/TM mobile number in the Philippines which subscribers may use
to call friends and loved ones in Korea, Canada and UK directly while enjoying local
(Korea/Canada/UK) domestic calling rates. In the same manner, incoming calls from Korea, Canada
and UK to Duo numbers registered in the Philippines are also charged at local Korean, Canadian and
UK rates. Globe Duo Korea, Globe Duo Canada and Globe Duo UK are available to Globe Postpaid,
Globe Prepaid, and TM subscribers. In addition during the last quarter of 2013, TM launched
TipIDD30 which offer four (4) minutes of international calls to Saudi, UAE, Kuwait, Bahrain, Italy, UK,
Australia and Japan for only P30 a day. In 2014, Globe Duo International was again expanded to
include Japan and Spain with the launch of Duo Japan and Duo Spain, which allows calls from Japan
or Spain to the Philippines, via a Japanese and Spain number assigned to a Globe or TM mobile
number, to be charged on local rates.

The Company also provides its subscribers with the best possible mix of voice, SMS, and mobile
browsing services through its combo packages. For Globe Prepaid, subscribers have the choice to
avail of GoUnli offers, which provides unlimited SMS to all networks as well as unlimited on-net calls,
and unlimited use of Facebook or Go AllNet promos, which provides unlimited SMS to all networks,
plus calls to Globe/TM and calls to all networks and consumable mobile browsing. The GoUnli25,
provides unlimited texts and calls to Globe/TM, unlimited Facebook plus a choice of one free app
(Twitter, Instagram, Google, Yahoo, Viber, Foursquare, WeChat) for P25/day; plus P5 users can add
unlimited access to 2 more sites (Tumblr, Yahoo, Google, Viber, Foursquare, Snapchat) or add P10
for unlimited access to 5 more sites (Sulit, Instagram, Yahoo, Google, Viber, Foursquare, WeChat,
Kakao snapchat, Pinterest). Meanwhile, GoUNLI30 gives its subscriber unlimited calls to Globe/TM
and unlimited allnet texts, plus free unlimited chat with the best chat apps for only P30. Subscribers
can call their friends abroad using Viber, enjoy real-time IM conversations via FB Messenger, send
cute, animated stickers using Kakao, and even leave personalized walkie-talkie voice messages
using WeChat. Other chat apps like Whatsapp, Line and GMessage can also be used for free, with
no Wi-Fi needed. GoUnli20 was likewise introduced to the market which offers unlimited calls to Globe
and TM, 20 texts to all networks, and 15MB of mobile data, good for 1 day. Globe Prepaid subscribers
may also opt to subscribe to GoUnli50, which offers unli calls to Globe/TM, unli all-net texts, and
50MB of surfing for 3 days for only P50. Meanwhile, Go All-Net promotions include GoAllNet25 which
gives its subscribers unlimited texts to all networks, 75 mins of calls to Globe/TM, 5 mins of calls to
all networks and 5MB Facebook for P50 good for 1 day. Also available are GoAllNet70, GoAllNet200,
GoAllNet300, and GoAllNet500 for all-net offers valid for 3, 7, 15 and 30 days, respectively.
SuperAllTxtPlus20 which provides its customers 250 local texts to All networks, plus 10 minutes voice
calls (Globe/TM) for one day.

The Company likewise offers Globe Prepaid subscribers with the option to subscribe to Super Unli All
Txt 25, which allows unlimited calls and SMS to all networks, 10 minutes of calls to Globe or TM
numbers, and 1 hour of mobile internet for only P25/day. Also availalbe is SuperAllTxtPlus 20 which
provides, 250 all network texts plus 10 minutes Globe/TM calls or GoTXT19Plus, whereby subscribers
can send unlimited texts to all networks, make 20 minutes of calls to Globe/TM, and surf up to 15MB
for only P19 valid for 1 day.

For TM on the other hand, subscribers can choose from a wide array of unlimited and bucket offers
which will best fit their budget and lifestyle. TM subscribers can avail of Combo10 which offer unlimited
on-net SMS, 10-minute calls to TM/Globe plus 50 all-net texts for only P10 a day or avail of Combo15
to get unlimited on-net SMS, 50 all-network text service, and 10 consumable minutes within the TM and
Globe networks for 2 days and Combo20 if they want to get unlimited on-net SMS and 50 all network
SMS and 20 minutes on-net calls valid for three (3) days. Bucket text and call services are likewise
available for as low as P15 for an unlimited on-net SMS and bulk on-net voice calls with Astigcombo15
which gives unlimited on-net texts and 50 minutes on-net calls for P15 a day. Unlitawag15 remains
available which provides unlimited calls to Globe/TM. In 2015, TM introduced the Extend all-you-can
promo which gives all TM subscribers the option to extend all TM call and text promos up to 30 times
by simply texting EXTEND to 8888 before their current promo expires. ComboAll10 was likewise
introduced to the market which provides unlimited texts and 50 minutes of calls to TM/Globe plus 50
texts to all networks for only P10 per day.

54 | S E C F O R M 1 7 - A
Mobile SMS

Mobile SMS revenues, which accounted for 31% of total mobile service revenues, closed the year at
P26.1 billion, lower than the P29.1 billion recorded in the same period last year. The year-on-year
decline in SMS revenues was due to the impact of increasing popularity of over-the-top (OTT) chat
applications such as Facebook Messenger, Whatsapp, Viber and other chat applications, offering
avenues for messaging to our subscribers outside of SMS services.

Globe showcases a comprehensive line up of mobile SMS services ranging from unlimited and bucket
text services. Globe continues to provide its prepaid subscribers with all-day unlimited on-net SMS
with UnliTxt and AstigTxt, respectively. Globe Postpaid and Globe Prepaid subscribers may get 30
days of unlimited on-net text service by subscribing to SuperTxt. TM subscribers can likewise subscribe
to other variants of the AstigTxt offering for unlimited on-net SMS valid for 2 days, 3 days, or 5 days.
For on-net bucket SMS offers, Globe continues to provide SuliTxt which allows 100 and 25 text
messages for a single day subscription. The Company also offers all-network text services such as My
SuperTxt All, an unlimited text service for 30 days available for postpaid subscribers and UnliTxtAll20
for a 1-day unlimited SMS to all networks for TM subscribers. All network bucket text services are
likewise available with Globe Prepaids SuperAllTxt for 250 SMS and TMs AstigTxtAll for 150 SMS,
both valid for a day. Meanwhile, in response to the markets clamor for prepaid offers with longer
validity periods, Globe Prepaid introduced via GoSakto GoUnlitxt49 which offers its subscribers
unlimited on-net texts to Globe/TM for only P49. Likewise, AstigItxt20 was introduced in the market
which gives TM subscribers 30 international and all-network texts for only P20 valid for 1 day. In 2014,
TM introduced UnliAllNet10 which provides its subscribers with unlimited texts to all networks for P10
a day. Dagdagtxt for additional 100 all-network texts added to an UnliCall promo for only P5 a day was
likewise launched. With TMs continued dedication of giving its subscribers more wonderful offers, TM
introduced UnliTxt10 (T10) during the third period of 2014 which provides unlimited texts to TM/Globe
subscribers for two (2) days for only P10. Also, for a minimal price of P5, TM subscribers may opt to
add to the UnliTxt10 promo 15 minutes of calls to TM/Globe or unlimited text to TM/Globe to the
UnliTawag15 promo. In 2015, TM introduced the Extend all-you-can promo which gives all TM
subscribers the option to extend all TM call and text promos up to 30 times by simply texting EXTEND
to 8888 before their current promo expires.

Mobile Browsing and Other Data

Mobile browsing and other data revenues, which accounted for 26% of total mobile service revenues,
stood at P22.1 billion as of end-December 2015, up by an impressive 55% from P14.3 billion a year
ago. The significant growth in mobile data revenues was driven by the increasing popularity of the
GoSurf promos, which provide premium content such as Spotify and free games, among others, along
with their data subscriptions, the positive outcome of the sustained free Facebook and free Viber
promotions, and enhanced network experience from our expanded 3G, HSPA+ and LTE networks.

Over the years, Globe has pioneered efforts in introducing product and promotions that cater to the
customers digital preferences, enabling Globe to be the brand of choice in the world of data. This was
done through collaborative partnerships with global giants in the world of content. In 2012, the
Company partnered with internet giant Google to provide free access to Google mobile services.
Taking this a step further, Globe worked with Google to provide its subscribers the ability to charge
purchases of applications to their postpaid bill or prepaid load, bypassing the need for credit cards and
enhancing the convenience for Globe and TM customers. Likewise, the Company was able to tailor-
made lifestyle packages for all its subscribers to meet their social networking needs and crowd-sourced
content (via Facebook and Wattpad), chatting and digital communication (Viber), music (Spotify), sports
(NBA) and media (HOOQ and Walt Disney).

Globes mobile browsing services include the new consumable mobile internet plan GoSurfwhich
gives its subscribers bulk megabytes of mobile data consumable per kilobyte for as low as P10/day.
The GoSurf data plans were introduced to the market in 2014, with the Companys strategy to shift from
unlimited time-based data plans to volume-based consumable plans and improve the mobile data
experience of its subscribers. Globe and TM subscribers can choose from a variety of GoSurf
consumable data plans, ranging from P10 for 30 MB per day to P2,499 for 15 GB per month. With
every GoSurf data plan, subscribers can get free access to Spotify, one of the worlds most popular
music streaming services, to stream music all day, listen to their favorite songs and create playlists

55 | S E C F O R M 1 7 - A
from Spotifys over 30 million songs and share them with the world anytime, anywhere. Subscribers
who register to GoSurf99 and below get free music streaming on Spotify Basic, while those who register
to GoSurf299 and above get free music streaming on Spotify Premium. With a Spotify Premium
account, users can enjoy ad-free listening experience, play any song on-demand, listen to the highest
audio quality, and download music and listen even on offline mode. During the first quarter of 2015,
the GoSurf offers were improved in order to include HOOQ (a choice between GoSurf with Spotify
Basic or GoSurf with Spotify Premium or HOOQ) available to Prepaid, Postpaid and Tattoo. With the
Companys partnership with HOOQ, (a start-up joint venture between Singtel, Sony Pictures Television
and Warner Bros. Entertainment), all Globe customers will get to enjoy unlimited online streaming
access, offline viewing option and download to thousands of movies and TV series from Hollywood
partners (Sony Pictures Television and Warner Bros. Entertainment) and major local studios (ABS-
CBN, GMA, Viva Communications, Regal Entertainment), via any device including computers,
smartphones and tablets. All GoSurf plans are automatically bundled with the Globe No Bill Shock
Guarantee, so subscribers who exceed their monthly MB allocations will never pay more than P1,500
for GoSURF plans 99 to 999 and P3,000 for GoSURF plans 1799 and 2499. Also during the first half
of the year, GoSurf offers were even made better giving its subscribers bigger data volume allocation
and free games. New GoSurf299 now provides 1.5 GB plus 1GB for worry-free gaming and Premium
Spotify or HOOQ valid for 30 days; and GoSurf499 now offers 3GB plus 1GB for worry-free gaming
and Premium Spotify or HOOQ valid for 30 days.

Meanwhile, unlimited chat offers (UnliChat25 valid for 1 day and UnliChat299 valid for 30 days) are
also available for Globe Prepaid subscribers. Say more with stickers, emoticons, voice messages, and
IM conversations with GMESSAGE, Viber, FB Messenger, KakaoTalk, WeChat, WhatsApp, and LINE
even without a WiFi connection. For unlimited access to Facebook, Super Facebook and TM Astig
Facebook are available for only P10 a day for its Globe Prepaid and TM subscribers. Furthermore,
Globe Prepaid and TM subscribers who want a full Viber experience with unlimited high-definition voice
calls and unlimited chat can avail of Viber20 for P20 a day and those who want unlimited Viber chat
only can either avail of Viber10, a one day variant for only P10 or Viber30 for five days unlimited Viber
chat for P30. Aside for these, Globe Prepaid or TM customer may opt to avail of site bundles to enjoy
24-hour unlimited access to various websites of their choice for only P20 per day such as Social20 (24-
hour unlimited access to m.facebook.com, multiply.com/m and mobile.twitter.com); Fun20 (24-hour
unlimited mobile entertainment when you access m.youtube.com and m.facebook.com), and Mail20
(24-hour unlimited access to Facebook, Yahoo Mail, Gmail and Jobstreet). In addition, Piso Videos
was likewise introduced in the latter part of 2014 to provide Globe and TM subscribers access to videos
on their cellphones for as low as P1 per video.

In addition, starting June 18, 2015, all Globe Postpaid, Prepaid and TM customers can charge their
Windows Mobile Store purchases straight to their postpaid bill or prepaid load. This was made possible
with the Company recent expansion of its Direct Carrier Billing (DCB) service to include customers on
Microsoft Lumia smartphones running on the Windows operating system (OS). The new Windows
Mobile Store direct carrier billing service gives Microsoft Lumia and Windows phone users an easy,
convenient, and secure channel to download and purchase their choice of mobile applications and in-
app content without the need for a credit card.

Moreover, the Company continues its drive to position the Philippines as the Digital Lifestyle Capital of
the World by giving customers free access to Facebook and Viber with their favorite Globe call, text,
and surf promos. Starting September 1, 2015, all Globe Postpaid, Prepaid, TM and Tattoo customers
can enjoy free access to Facebook and Viber when subscribed to promos including GoSurf variants
and other existing call and text promos such as GoUnli, AllNetcombo and TMSulitxt, among others
without the need for a Wi-Fi connection. Globe Prepaid and TM customers subscribed to their promos
will automatically get free access Facebook. Postpaid customers on the other hand, can opt-in by
texting free FB ON to 8888. Alongside Facebook, the browsing experience is made even better with
free access to Viber. Customers can enjoy sending stickers, chatting with friends and groups, and
staying connected with other Viber users around the world. Those registered to a Globe text promo can
get Free Viber chat, which includes sending and receiving messages, as well as stickers, doodles, and
photos. Exploring public chat is also free. When registered to a call or surf promo, customers can enjoy
Free Viber chat, complete with voice and video calls. Postpaid customers can instantly enjoy Free Viber
call and chat for the entire promo duration.

In addition, as part of its commitment to enable the Filipino digital lifestyle, the Company launched
Spotify 5 (1 day) and Spotify 99 (30 days) last December 15, 2015 to allow access to Spotify more

56 | S E C F O R M 1 7 - A
affordable over the holiday season. Globe subscribers can avail for a limited time only of Spotify
Premium for only P5 valid for 1 day or P99 valid for 30 days . With Spotify Premium, users can listen
to songs offline, play songs on demand, enjoy ad-free listening, listen to amazing sound quality, and
play songs on home speakers. To register, Globe prepaid, postpaid, and TM customers can text SP5
for 1-day Premium access (promo until Jan. 11, 2016 only) or SP9930D 30-day access (promo until
march 11, 2016 only) to 8888. Spotify can also be enjoyed for free with any of the GoSurf data plans,
starting at GoSurf10 for Spotify Basic.

The key drivers for the mobile business are set out in the table below:

For the Year Ended


31-Dec 31-Dec YoY
Change
2015 2014 (%)
Cumulative Subscribers (or SIMs) Net (End of period).. 52,933,455 44,040,844 20%
Globe Postpaid 1. 2,401,351 2,262,257 6%

Prepaid .... 50,532,104 41,778,587 21%


Globe Prepaid 22,861,549 19,281,720 19%
TM 27,670,555 22,496,867 23%

Net Subscriber (or SIM) Additions... 8,892,611 5,565,714 60%


Globe Postpaid.. 139,094 236,719 -41%

Prepaid .... 8,753,517 5,328,995 64%


Globe Prepaid 3,579,829 1,445,279 148%
TM 5,173,688 3,883,716 33%

Average Revenue Per Subscriber (ARPU)


ARPU 2
Globe Postpaid 1,139 1,164 -2%

Prepaid
Globe Prepaid.. 122 130 -6%
TM.. 73 79 -8%

Subscriber Acquisition Cost (SAC)


Globe Postpaid.... 8,878 8,700 2%

Prepaid
Globe Prepaid.. 16 26 -38%
TM.. 12 14 -14%
Average Monthly Churn Rate (%)
Globe Postpaid 3.1% 2.3%

Prepaid
Globe Prepaid.. 5.9% 6.4%
TM.. 6.5% 7.0%
1
As of 4Q 2015, Globe had a total of 3.02 million wireless postpaid subscribers which include 2.4 million mobile telephony and
0.62 million wireless broadband customers. This is higher compared to the 2.95 million wireless postpaid subscribers as of
3Q 2015. Mobile telephony revenues are reflected under Mobile Service Revenues while wireless broadband revenues
are included under Broadband.
2
ARPU is computed by dividing recurring gross service revenues (gross of interconnect expenses) segment by the average
number of the segments subscribers and then dividing the quotient by the number of months in the period.

Globe closed the year with a total mobile subscriber base of 52.9 million, up 20% from 44.0 million
subscribers last year. Fourth quarters gross subscriber acquisitions registered a new quarterly-high of
11.6 million subscribers, 3% higher than the last quarters previous record-level performance and 14%

57 | S E C F O R M 1 7 - A
higher than the fourth quarter of 2014. This was mainly driven by the sustained strong acquisitions of
the Companys prepaid (Globe Prepaid) and mass market brands (TM). Combined, Globe Prepaid and
TM gross acquisitions comprised 98% of acquired SIMs during the period. The increase in gross
additions was boosted by continued success of the myLifestyle plans bundled with the latest devices
from Apple and Samsung (iPhone 6s/iPhone 6s Plus/ Samsung S6 Edge Plus, Note 5). With the
improvement of overall churn rates in 2015 to 6.11% from 6.46% in 2014, full year net incremental
subscribers were up 60% year-on-year increase from 5.6 million in 2014 to a robust 8.9 million net
additions this period.

The succeeding sections cover the key segments and brands of the mobile business Globe Postpaid,
Globe Prepaid and TM.

Globe Postpaid

Globe Postpaid remained the leader in the postpaid segment of the market given the continued growth
in acquisitions of high-quality subscribers throughout the year, closing 2015 with over 2.4 million
subscribers from nearly 2.3 million last year. The success of the MyLifestyle plan bundled with a wide
range of the latest devices, as well as the innovative deals and promotions launched in 2015, helped
boost gross additions to reach a new record high of 982,457 in 2015, 18% higher than the previous
record of 835,290 reported a year ago. Full year net incremental postpaid subscribers stood at 139,094,
41% lower than 2014 level of 236,719, due to the higher churn rate in 2015 (3.1%) against last years
2.3%.

In line with the strategy to grow the postpaid business, Globe Postpaid has successfully unveiled its
best-ever offers for the new iPhone 6s and iPhone 6s Plus last November 2015, giving its customers
the most complete digital experience with a full-packed postpaid plan bundle with a lower monthly plan
at a shorter contract period. The iPhone 6s 16GB was made available at Plan 1799 with P450 monthly
cashout while iPhone 6s Plus 16GB at Plan 1799 with P650 monthly cashout, both on a 24-month
contract period. With Plan 1799, customers can enjoy the best-value postpaid plan package with bigger
data allocation and free access to exclusive content for a complete digital experience. Under the
postpaid plan bundle, customers get 10GB (until Dec. 31, 2015 only) of mobile data per month for worry-
free connectivity, access to non-stop music, movies, and games with free access to Spotify Premium,
HOOQ and top mobile games for 3 months, free access to Facebook, Viber and Instagram for 24
months, and unlimited calls to Globe and TM and unlimited texts to all networks all for 24 months.
Customers also get exclusive deals together with their postpaid plans that include free Gadget Care for
30 days; free 1GB of Globe Cloud storage for 24 months.

Globe Postpaid ARPU of P1,139 was slightly lower by 2% from last years level of P1,164.

Globe Postpaid subscriber acquisition cost (SAC) increased year-on-year by 2% from last years P8,700
to P8,878 in 2015, driven by the successful launch of iPhone 6S, iPhone 6S Plus and Samsung Note 5
in the fourth quarter of the year. On a quarterly basis, Globe Postpaid SAC increased by 17% to P10,384
from P8,895 in the third quarter of the year. Globe Postpaid SAC remain recoverable within the 24-
month contract of the postpaid plans.

Prepaid

Globes prepaid segment, which includes the Globe Prepaid and TM brands, accounts for 95% of its
total mobile subscriber base. As of end-December 2015, cumulative prepaid subscribers stood at about
50.5 million, 21% better than last years level of 41.8 million.

A prepaid subscriber is recognized upon the activation and use of a new SIM card. The subscriber is
provided with 60 days (first expiry) to utilize the preloaded SMS value. If the subscriber does not reload
prepaid credits within the first expiry period, the subscriber retains the use of the mobile number but is
only entitled to receive incoming voice calls and text messages for another 120 days (second expiry).
The second expiry is 120 days from the date of the first expiry. However, if the subscriber does not
reload prepaid credits within the second expiry period, the account is permanently disconnected and
considered part of churn. The first expiry periods of reloads vary depending on the denominations,
ranging from 3 days for P10 and lower to 60 days for load ranging from P150 P250 to maximum of
120 days for over P300 reloads. The first expiry is reset based on the longest expiry period among

58 | S E C F O R M 1 7 - A
current and previous reloads. Under this policy, subscribers are included in the subscriber count until
churned.

In 2009, the National Telecommunications Commission (NTC) published Memorandum Circular 03-07-
2009 which promulgates the extension of the validity periods of prepaid reloads effective July 19, 2009.
Under the new pronouncement, the first expiry periods now range from 3 days for P10 or below to 120
days for reloads amounting to P300 and above. The second expiry remains at 120 days from the date
of the new first expiry periods.

The succeeding sections discuss the performance of the Globe Prepaid and TM brands in more detail.

a. Globe Prepaid

Globe Prepaid gross acquisitions slightly increased by 1% in the fourth quarter to 4.9 million against
the 4.8 million gross additions in the previous quarter, bringing the full year gross additions to 18.6
million, 17% higher than the 15.9 million recorded in 2014. The strong acquisitions were driven by the
brands aggressive acquisition efforts, value for money promotions, the successful Free Facebook +
Viber campaign in the first quarter of the year and the popularity of GoSurf data bundles. With the
decline in churn in 2015 of 5.9% from 6.4% in 2014, full year net incremental subscribers increased by
148% to reach 3.6 million this period from 1.4 million in 2014.

During the fourth quarter of 2015, the free Facebook + Viber campaign was extended until March 31,
2016. In addition, the Company partnered with the global phone manufacturer OPPO in order to drive
increase in the mobile internet penetration in the country. The partnership between Globe and OPPO
began with the launch of the OPPO Mirror 5 which was offered with a free Globe Prepaid SIM plus
100MB data per month for two months. Also, customers availing themselves of the 5-inch screened,
metal-clad OPPO R7 Lite in a prepaid kit get a free Globe Prepaid SIM loaded with 100MB data per
month for two months.

Globe Prepaid ARPU declined year-on-year from P130 in 2014 to only P122 in 2015. Globe Prepaid
SAC, likewise, were significantly lower year-on-year by 38%,and Globe Prepaid SAC remained
recoverable within a months ARPU.

b. TM

TM generated its highest gross acquisitions in 2015, registering 24.8 million new SIMs, up 18% year-
on-year from the 21.1 million last year. Similar to Globe Prepaid, the free Facebook + Viber promo and
sustained aggressive acquisition efforts boosted acquisitions throughout the year. Coming from the
very strong acquisition coupled with the decline in churn rates in 2015 from 7.0% to 6.5%, full year net
incremental subscribers improved by 33% from 3.9 million in 2014 to 5.2 million in 2015.

TM ARPU was down by 8% year-on-year with the continued shift from regular pay-as-you-use service
to unlimited and value offers. TM SAC was down year-on-year by 14%, and remained recoverable
within a months ARPU.

59 | S E C F O R M 1 7 - A
GCash

GCash continues to establish its presence in the mobile commerce industry. GCashs initial thrust
towards money-transfers, purchase of goods and services from retail outlets, and sending and receiving
domestic and international remittances has spurred alliances in the field of mobile commerce. From a
regular remittance service back in 2004, GCash has evolved into a total mobile money solution that
carries a wide portfolio of payment options for its customers. Today, GCash allows Globe and TM
subscribers to send money, pay bills, buy load, enjoy rebates, shop online, play games, and donate to
to their favorite institution using their mobile phone. To keep the momentum, GCash continues to
improve its existing portfolio of services and introduce groundbreaking services to extend reach to a
bigger segment of customers.

In 2011, Globe increased the number of establishments that offer GCash as an alternative and efficient
payment mode. Quick Delivery tapped GCash to be its newest payment mode to make it easier, safer
and more convenient to order food from Metro Manilas top restaurants, specialty stores, and even wine
merchants. The largest local chain of movie theaters, SM Cinema, was able to launch the first mobile
ticketing service in the country through GCash, allowing moviegoers to purchase tickets online, pay via
GCash, and redeem movie tickets at the cinemas using their mobile phones. GCash likewise
strengthened its presence in the mobile money transfer business by establishing partnerships with
various institutions. Globe partnered with Ericsson to integrate GCash into the new Ericsson Money
Services making GCash one of the first partners for this innovative end-to-end mobile money solution.
The Company also inked a partnership with US-based IDT Corporation which will enable GXI to
strengthen its GCash Remits international remittance service by facilitating connectivity between
traditional money transfer operators and GCash utilizing IDTs economical corridor routing, transaction
settlement and foreign currency exchange services. Globe, through GXI, also partnered with Japans
Softbank Corp. through its subsidiary SBPS for an affordable, convenient, and secure remittance
service that will allow Filipinos living and working in Japan to remit money to the Philippines via the
GCash platform. The Company likewise set up a partnership with Xpress Money, a leading global
instant money transfer brand, to further extend the latters strong payout network in the Philippines.
With this tie-up, beneficiaries of Xpress Money Cash Pick Up remittances can now claim their money
from the network of GCash Remit outlets nationwide.

The efficiency of GCashs mobile cash transfer system was recognized by various government agencies
and socially-oriented organizations such as DSWD (Department of Social Welfare and Development),
Simbahang Lingkod ng Bayan (SLB), and the United Nations World Food Programme (WFP). In 2011,
GCash Remit was tapped by DSWD and Land Bank of the Philippines for the distribution of the
governments Conditional Cash Transfers (CCT). The GCash platform was also utilized by SLB, a
church-based, Jesuit-led organization, as a donation channel for its relief operations for typhoon victims.
The WFP meanwhile named GCash as a benchmark for their operations worldwide. WFP is the worlds
largest humanitarian agency fighting hunger worldwide. To improve its efficiency in delivering
assistance, WFP has tapped Globe through its GCash mobile technology platform for the fast, secure
and low-cost delivery of financial assistance to families who were severely affected by calamities. The
partnership flourished with Globe providing the necessary platform to facilitate the Cash-for-Work
program and other relief and recovery operations by the WFP.

In 2012, Globe launched GCash PowerPay+ to provide an additional channel to facilitate mobile
transactions. GCash PowerPay+ is a funds disbursement service linked to a Globe or TM SIM and
comes with an optional insurance coverage. With GCash PowerPay+,users enjoy mobile money
services like sending money, buying Globe or TM airtime load with a 10% rebate, and paying bills at
the speed of a text message without the need to cash-in to ones GCash account. It also allows 24/7
withdrawal from any of the Automated Teller Machines (ATMs) nationwide, cashless shopping through
Megalink, BancNet and ExpressNet point of sale and financial assistance for accidental death and burial
assistance, life cover, residential fire, and ATM theft. Globe has also launched GCash Remit Service
to provide mobile subscribers a quick, affordable and convenient way to send and receive domestic and
international remittances. Meanwhile, for electronic banking services, GCash secured a partnership
with Philippine Savings Bank (PSBank), the thrift banking arm of the Metrobank Group, to enhance its
electronic banking channels. Through GCash, PSBank accountholders can do various financial
transactions such as payments, account inquiries and reloading from their PSBank account to their
enrolled GCash wallet and vice-versa. In the same manner, Globe partnered with UnionBank of the
Philippines (UnionBank) for its eMoneyXchange service that will allow customers to link their UnionBank
accounts to their GCash mobile wallets enabling UnionBank clients with EON, E-Wallet, ePayCard and

60 | S E C F O R M 1 7 - A
UnionBank regular savings and checking accounts to transfer funds to and from their GCash wallets
through their UnionBank account via SMS. To further complement its mobile wallet functions, Globe
partnered with American Express to launch the GCash American Express Virtual Card. The prepaid
virtual card is linked to a subscribers GCash mobile wallet and allows users to shop conveniently online
from both local and international sites that accept American Express. Further, it gives the user a
personalized US shipping address to allow delivery of purchases right at their doorstep via My Shopping
Box. My Shopping Box is an online package-forwarding service that offers cost effective shipping
solutions for online shoppers and merchants. It also provides a personalized US address where
packages can be forwarded to, and flexible shipping options by air or sea, depending on the users
needs. Also, GCash American Express Virtual Pay, allows gamers to purchase credits for their Xbox,
PlayStation (plus other consoles) even if they dont have credit cards. GCash American Express Virtual
Pay offers an alternative payment solution to gamers.

In 2013, Globe achieved another milestone with its partnership with Home Development Mutual Fund
(HDMF) or the PAG-IBIG Fund to allow their over 12.6 million members to transact with Pag-ibig via
GCash, making it easy and more convenient for them to facilitate their Pag-Ibig transactions. Also,
GCash can now be used to purchase load even for other mobile networks via *143#. In addition, real
property tax payments can now be done via GCash available in Quezon City and Valenzuela; buy
through blink coupon codes for subscribers to experience unlimited Movie and TV show streaming; or
convert Gcash to rewards points.

In 2014, GCash can also be used at Puregold to pay for groceries, bills and for cash remittances. All
GCash subscribers and Puregold's Tindahan ni Aling Puring members composed of sari-sari store
owners, carinderia operators, food resellers, and bulk buyers can avail of any GCash service at any
Puregold outlet (Cash-in/Cash-out, Domestic Remittance - Send and Receive Money, International
Remittance, Bills Payment, and POS Payment). Also, Gcash launched Globe Charge, a mobile point-
of-sale (mPOS) service last March 27, 2014 which turns the subscribers smartphone into a credit card
terminal that enables them to accept debit and credit card payments.

GCash has also maximized the exponential growth of financial cards as the preferred mode of payment.
With this, GCash unveiled its very own GCash MasterCard that is ideal for those who do not yet own a
credit card or a debit card. The GCash MasterCard is a reloadable prepaid card that one can easily use
to swipe and pay just like any other credit card. Linked to ones GCash account, it can be used to shop
and pay across 33 million MasterCard-enabled establishments worldwide.

In March 2015, Gcash partnered with GrabTaxi to allow its drivers to receive reimbursements through
the GCash GrabTaxi card.

During the second quarter of 2015, G-Xchange Inc. and IXBase, Inc., an IT solutions provider forged a
partnership during the period to make Gcash as the disbursement facility capturing 20k employees from
various VISMIN companies. Likewise, Globe Charge and GCash MasterCard was made available in
Boracay during the second quarter. Partner merchants in Boracay can now accept card payments via
the Globe Charge and also customers can enjoy exclusive partner merchant deals with the use of
Gcash Mastercard.

In the third quarter of the year, the Company launched the GCash beep Mastercard, the first value-
added card to be beep ready, allowing cardholders to load and pay for their MRT and LRT trips easily.
Globe GCash beep Mastercard is not only a reloadable contactless tap and go card for LRT/MRT
passengers but is also accepted as a payment option in popular online shopping sites and in almost 33
million establishments worldwide which recognize the mastercard brand. At the same time, because it
has a GCash account, it can be used to buy prepaid Globe/TM phone load, send money to any
Globe/TM user for free, receive remittance, and even withdraw cash from any automated teller machine
(ATM). The GCash beep Mastercard allows balance and transaction monitoring to ensure that
everything is properly recorded.

As of end-December 2015, GCash now has the largest remittance network in the country with 8,239
active GCash remittance partners and 11,839 cash-in and cash-out outlets nationwide.

61 | S E C F O R M 1 7 - A
FIXED LINE AND BROADBAND BUSINESS

Globe Group
Year on Year Bayan
Globe Globe (Standalone)
Last Yr YoY Change (%)
Conso ex-Bayan
Service Revenues (Php Mn) 31-Dec 31-Dec 31-Dec vs. vs. Globe 31-Dec
2015 2015 2014 Globe
Conso ex-Bayan 2015
Service
Broadband 1 17,458 16,107 12,687 38% 27% 1,352
Fixed line Data 2 7,698 6,619 5,480 40% 21% 1,389
Fixed line Voice 3 3,418 3,011 2,789 23% 8% 433
Fixed Line & Broadband Service Revenues 28,574 25,737 20,956 36% 23% 3,174
1
Broadband service revenues consist of the following:

a) Monthly service fees of wired, fixed wireless, and fully mobile broadband data only and bundled voice and data
subscriptions;
b) Browsing revenues from all postpaid and prepaid wired, fixed mobile and fully mobile broadband packages in excess of
allocated free browsing minutes and expiration of unused value of prepaid load credits;
c) Value-added services such as games; and
d) Installation charges and other one-time fees associated with the service.
2
Fixed line data service revenues consist of the following:

a) Monthly service fees from international and domestic leased lines;


b) Other wholesale transport services;
c) Revenues from value-added services; and
d) One-time connection charges associated with the establishment of service.
3
Fixed line voice service revenues consist of the following:

a) Monthly service fees;


b) Revenues from local, international and national long distance calls made by postpaid, prepaid fixed line voice subscribers and
payphone customers, as well as broadband customers who have subscribed to data packages bundled with a voice service.
Revenues are net of prepaid and payphone call card discounts;
c) Revenues from inbound local, international and national long distance calls from other carriers terminating on Globes network;
d) Revenues from additional landline features such as caller ID, call waiting, call forwarding, multi-calling, voice mail, duplex and
hotline numbers and other value-added features;
e) Installation charges and other one-time fees associated with the establishment of the service; and
Revenues from DUO and SUPERDUO (Fixed line portion) service consisting of monthly service fees for postpaid and
subscription fees for prepaid.

62 | S E C F O R M 1 7 - A
Broadband

Globe Group
Year on Year
Bayan
Globe Globe ex-
Last Yr YoY Change (%)
Conso Bayan
31-Dec 31-Dec 31-Dec vs. Globe vs. Globe 31-Dec
2015 2015 2014 Conso ex-Bayan 2015
Cumulative Broadband
Subscribers
Wireless 1 3,670,647 3,670,647 2,350,991 56% 56% -
Wired 647,496 491,160 437,132 48% 12% 156,336
Total (end of period) 4,318,143 4,161,807 2,788,123 55% 49% 156,336
1
Includes fixed wireless and fully mobile broadband subscribers.

The Globe Groups fixed line and broadband revenues ended the year with P28.6 billion, up 36%
compared to 2014 as a result of the strong growth in its customer base, which reached to 4.3 million
subscribers as of end-December 2015. The remarkable revenue growth and customer uptake
throughout the year was partially driven by the various broadband products and packages bundled with
exclusive access to entertainment content (HOOQ, NBA League Pass, Disney).

Another contributor to this years positive year-on-year growth was Bayans consolidation starting the
third quarter of 2015. Excluding the impact of Bayans consolidation, total Globes fixed and broadband
revenues reached P25.7 billion as of end December of 2015, still a remarkable 23% increase from a
year ago.

As part of its efforts to uplift the state of internet services in the country by giving customers access to
a faster internet experience with lower monthly service fees (MSF), the broadband business unveiled
during the fourth quarter of the year, its new roster of home broadband plans powered by fiber-to-the-
home (FFTH) technology, providing customers the fastest fiber connection speeds at home now
available at a more affordable price. With the new Globe Platinum Broadband Plans, home broadband
customers can enjoy a broadband plan with internet speeds of up to 50Mbps at Plan 2499, 100Mbps
at Plan 3499, 200Mbps at Plan 4499, 500Mbps at Plan 7499, and 1Gbps at Plan 9499.

Fixed Line Data

Globe ex-Bayan
For the Year Ended
31-Dec 31-Dec YoY
Service Revenues (Php Mn) Change
2015 2014
(%)
Fixed line Data
International 1,290 1,101 17%
Domestic 2,942 2,546 16%
Others 1 2,387 1,833 30%
Total Fixed line Data Service Revenues 6,619 5,480 21%
1
Includes revenues from value-added services such as internet, data centers and bundled services.

The fixed line data segment (excluding Bayan) continued its revenue growth with P6.6 billion, 21%
higher year-on-year and 4% growth quarter-on-quarter fueled by strong demand for domestic and
international leased line services, sustained circuit base expansion, and the increasing popularity of
cloud-based services, such as data storage and solutions-based cloud computing. Likewise, including
Bayans result as of end-December of 2015, the fixed line data segment showed a 40% growth year-
on-year.

63 | S E C F O R M 1 7 - A
Fixed Line Voice

Globe Group
Year on Year
Bayan
Globe Globe ex-
Last Yr YoY Change (%)
Conso Bayan
31-Dec 31-Dec 31-Dec vs. vs. Globe 31-Dec
2015 2015 2014 Globe
Conso ex-Bayan 2015

Cumulative Voice Subscribers


1,136,290 950,158 762,181 49% 25% 186,132
Net (End of period) 1
1
Includes DUO and SuperDUO subscribers

Globes total fixed line voice revenues likewise improved year-on-year by 23% due mainly to expansion
in subscriber base, both organically given the popularity of bundled broadband plans and the impact of
Bayan consolidation starting the third quarter of 2015. Even without the aid of Bayans results, Globes
fixed line voice still grew by 8% from a year ago.

OTHER GLOBE GROUP REVENUES

International Long Distance (ILD) Services

Globe Group
For the Year Ended
31-Dec 31-Dec YoY
ILD Revenues and Minutes Change
2015 2014
(%)
Total ILD Revenues (Php Mn) ... 10,037 11,100 -10%

Average Exchange rates for the period (Php to US$1) 45.290 44.348 2%

Both Globe and Innove offer ILD voice services which cover international call services between the
Philippines to 236 destinations with 736 roaming partners. This service generates revenues from both
inbound and outbound international call traffic, with pricing based on agreed international termination
rates for inbound traffic revenues and NTC-approved ILD rates for outbound traffic revenues.

On a consolidated basis, ILD voice revenues from the mobile and fixed line businesses declined year
on year by 10% attributed to the impact of the migration of international traffic through alternative
channels that make use of internet-based applications (viber, skype, line, yahoo, etc.). On a sequential
basis, ILD revenues also declined by 6%.

Meanwhile, Globe sustained its promotion on OFW SIM packs and the discounted call rate offers such
as IDD Sakto Calls (per-second IDD), TipIDD card, and IDD Tingi the first bulk IDD service which can
be purchased via registration and through AMAX retailers nationwide. In addition, The Filipino Seafarer
SIM enables Filipino seafarers around the world to keep in touch with their loved ones back home at
cheaper rates for as low as US$0.20 per minute while sending SMS for only US$0.10 per sms.
Subscribers who will avail of the SIM will get two numbers in one SIM an international mobile number
and a Philippine Globe mobile number. Globe and TM subscribers calling the Globe Seafarer SIM are
only charged at local rates. The Globe Local UK SIM card alternatively gives Filipinos one affordable
rate of only 10 pence for each call or text sent to Globe or TM number in the Philippines as well as calls
and text to all UK networks. Subscribers also pay only 10 pence for every MB of mobile internet.
Moreover, Globe local Italy SIM was later introduced to give Filipino communities in Italy can now enjoy
calls to Globe in the Philippines for just five Euro cents per minute, the lowest among all Italian mobile
operators.

During the first quarter of 2015, Globe launched $1 calls from US to the Philippines allowing Filipinos
with relatives in the USA to enjoy calling their loved ones and friends here in the Philippines for only $1

64 | S E C F O R M 1 7 - A
for 100 minutes. Likewise, The Company partnered with Du in the United Arab Emirates to provide
OFWs with the best call rate to Globe and TM in the Philippines. Cost of 36 fils per minute is 20%
cheaper than the regular rate of 45 fils per minute. Du has almost 50% market share in the UAE with
6.5 million mobile subscribers.

In the second quarter of 2015, the Company launched Globe Prepaid Roam Surf, a flat rate offer for
unlimited data roaming service to its prepaid customers. This offer allowed prepaid customers to
access the internet abroad for an entire 24-hour cycle, making their data connectivity experience more
seamless and worry-free. Roam Surf for Globe Prepaid offers customers the ability to choose from
three variants, P599 for 24 hours, P1797 for 3 full days and P2995 for 5 full days. Customers can dial
*143# and access the International and Roaming menu to register to the service without having to
memorize registration keywords.

In the third quarter of 2015, the Company widen its global footprint and reaches out to more Filipinos
around the world through its new partnership with global telecommunications operator, Orange, to
launch the new Libon Out "Philippines with Globe" package offer. Libon was developed by Orange
Group, headquartered in Paris, France. The Libon app features "Libon Out" calls with rechargeable
minutes to make international calls to over 140 destinations around the world. Filipinos from around
the world using the Libon app, an all-in-one communication application for iPhone and Android that
provides free unlimited Libon to Libon HD calls, chats, and voicemail to a variety of international
destinations, can enjoy a "Libon Out" package for only US$25.99, inclusive of 1,000 minutes of calls or
P1.30 per minute rate to any Globe and TM number in the Philippines. This is 67% lower compared to
other app-to-Globe per minute rate. From August 26 to September 9, 2015, customers who register to
the Libon app will also enjoy free 100 minutes of calls to Globe and TM numbers in the Philippines to
celebrate the partnership.

In addition, Globe reinforces its partnership with Japan's Brastel Co., Ltd., International Communication
Operator through the launch of a new co-branded OTT service which allows users to save up to 68%
in calling rates. Globe and Brastel entered into a business alliance agreement in February this year as
strategic partners in Japan to offer a co-branded reloadable calling card for calls to Globe and TM
numbers in the Philippines at a preferential rate. Starting August 1, 2015, Globe and TM customers
have access to affordable calls via Brastel's 050 Free application with rates of just 10 yen per minute,
from its current price of 32 yen per minute when calling from a mobile with 0091 prefix.

Roam Unli Call & Text available to Globe Postpaid subscribers were recently upgraded givng its
subscribers unlimited calls and texts while roaming in Australia, India, Indonesia, Singapore, Thailand,
and UAE (P499 perday; P1399 for 3days and P2299 for 5days).

In the last quarter of 2015, Globe with its partnership with Maxis Malaysia, launched a collect calling
service to the 600 thousand overseas Filipinos in Malaysia via Ree IDD. Also in order to expand its
Duo Internationals subscriber base, the Company together with the Philippine National Bank (PNB)
offered PNBs 300 thousand overseas Filipino remittance customers a 90% off discount when they try
the Duo International service. A free Globe prepaid sim was also given to remittance beneficiaries in
the Philippines to strengthen the Globe calling circle.

65 | S E C F O R M 1 7 - A
GROUP OPERATING EXPENSES

Globe ended the year with total costs and expenses, including depreciation charges at P = 89.0 billion or
14% higher from P
= 77.9 billion a year ago, largely driven by higher marketing spend, rent expense, and
services and other costs. Higher spending across all other expense accounts was largely to support
management strategies, business, subscriber and data-network expansion.

Globe Group
Year on Year Bayan1
Globe Globe ex- (Standalone)
(Php Mn) Last Yr YoY Change (%)
Conso Bayan
31-Dec 31-Dec 31-Dec vs. vs. Globe 31-Dec
2015 2015 2014 Globe ex-Bayan
Conso 2015
Cost of Sales 13,665 13,646 10,661 28% 28% 19
Less: Non-service Revenues 6,290 6,289 4,211 49% 49% 1
Subsidy 7,375 7,357 6,450 14% 14% 18

Interconnect 9,008 8,976 8,430 7% 6% 52


Selling, Advertising and Promotions 6,283 6,087 5,470 15% 11% 197
Re-contracting 3,311 3,311 2,531 31% 31% -
Staff Costs 9,761 9,317 8,666 13% 8% 444
Utilities, Supplies & Other
4,785 4,612 4,482 7% 3% 173
Administrative Expenses
Rent 4,932 4,691 4,116 20% 14% 558
Repairs and Maintenance 4,796 4,496 4,100 17% 10% 300
Provisions 3,037 2,970 3,610 -16% -18% 114
Services and Others 14,584 14,239 11,899 23% 20% 296
Operating Expenses 60,497 58,699 53,304 13% 10% 2,134

Depreciation and Amortization 21,133 20,169 18,123 17% 11% 832

Costs and Expenses 89,005 86,225 77,877 14% 11% 2,984


1
Standalone Bayan financial results, gross of intercompany transactions between Globe and Bayan

Interconnect

Interconnect charges for the year rose by 7% to P= 9.0 billion from the P
= 8.4 billion in 2014, due to
increased internetwork usage from all-network bundle promo offers, notably from the efforts in TM to
drive acquisition and usage of its SIMs.

Subsidy

Subsidy expenses grew 14% to P = 7.4 billion from P


= 6.5 billion reported a year ago as a result of record-
breaking levels of postpaid acquisitions, in both mobile and broadband, as well as, the popularity of
high-end smartphones, like the iPhone 6s and iPhone 6s Plus, which was launched in the fourth quarter
of 2015.

Marketing

Accounting for 9% of total operating expenses and subsidy, selling, advertising, and promotion
expenses grew 15% to P = 6.3 billion from P
= 5.5 billion a year ago, driven by an increase in commissions
following higher gross acquisitions in mobile postpaid and broadband for the year. In addition,
advertising and promotional expenses also grew due to increased media placements, more intensive
product launches (Apple iPhone 6s and iPhone 6s Plus, Samsung S6 edge+), partnerships
(YouTube, Disney, HooQ, NBA, free FB & Viber, Wattpad), and sponsorships (Madonna, Slipstream,
Ironman, Starwars). Included in the total marketing spend for the year is costs related to Bayans
operations amounting to P = 196 million; excluding Bayans costs, selling, advertising, and promotion
expenses would have risen by 11% year-on-year.

SEC Form 17Q 1Q 2014 66


Re-contracting

Globes re-contracting costs for the year likewise grew to P


= 3.3 billion, a 31% year-on-year increase from
the P
= 2.5 billion re-contracting costs posted last year, owing to the increased volume of re-contracting
subscribers. Re-contracting costs for the year accounted for almost 5% of total operating expenses and
subsidy.

Staff Costs

Staff costs increased 13% from P = 8.7 billion in 2014 to P


= 9.8 billion in 2015 mainly due to the 5% growth
in average headcount, higher corporate and sale incentives, and the consolidation of Bayan results in
the second half of the year. Excluding the impact of Bayan, staff costs would have grown 8% from last
years level. Staff costs accounted for 14% of total operating expenses and subsidy for the year.

Utilities, Supplies and Other Administrative Expenses

Utilities, supplies, and other administrative expenses, which contribute 7% of total operating expenses
and subsidy, also reported an increase of 7%, totaling P = 4.8 billion, a 7% increase from the P
= 4.5 billion
in 2014. The increase was mainly driven by increased utility costs due to higher electricity consumption
and increased travel costs from local transportation expenses for product launches and events. This
was partially offset by lower fuel requirements, lower fuel prices, and lower supplies costs.

Rent

Rent expenses for the year 2015 was at P = 4.9 billion a 20% increase from P
= 4.1 billion reported in 2014.
This accounts for 7% of total operating expenses and subsidy. The growth in lease expenses was driven
by the expansion of the network and the increase in renewed lease rates on our cell sites. This was
also partly increased by the consolidation of Bayan in the second half of the year. Excluding Bayan,
rent expenses would have grown 14% to P = 4.7 billion.

Provisions

This account includes provisions related to trade, non-trade and traffic receivables and inventory.
Overall, provisions account for 4% of total operating expenses and subsidy. Total provisions for the
year declined to P = 3.0 billion, 16% lower than the P
= 3.6 billion reported in 2014. The decrease in
provisions in 2015 were mostly due to lower inventory obsolescence, as last years provisions included
obsolescence of Blackberry and other old handset models. The decline was also driven a reversal in
provisions for traffic related to other networks.

Repairs and Maintenance

Repairs and maintenance costs for the year stood at P


= 4.8 billion, a 17% increase from the P
= 4.1 billion
reported a year ago. This was driven by maintenance costs for licenses of product bundles that contain
entertainment suites (HOOQ, Disney, iConcert, Youtube). In addition, Globe also incurred higher
communication equipment maintenance, as well as corrective and preventive maintenance on various
relocations. All in all, repairs and maintenance accounted for 7% of total operating expenses and
subsidy.

Services and Others

Accounting for 21% of total operating expenses and subsidy, services and expenses grew 23% to
P
= 14.6 billion from P
= 11.9 billion driven by higher contracted and consultancy fees as well as increased
customer contact center charges from higher volume of customer calls. In addition, there were also
increased costs for taxes and permits in relation to purchases of subsidiaries. These were partially offset
by a decline in network taxes and licenses.

67 | S E C F O R M 1 7 - A
Depreciation and Amortization

Depreciation and amortization expenses for the year grew 17% to P = 21.1 billion from P
= 18.1 billion
reported in 2014. Of the P= 3.0 billion increase in depreciation and amortization, around P = 832 million is
attributable to Bayan. The remaining P = 2.0 billion was largely driven by increased depreciation costs
following asset additions throughout the year, given our capital expenditure programs in 2015.

OTHER INCOME STATEMENT ITEMS

Other income statement items include net financing costs, net foreign exchange gain (loss), interest
income, and net property and equipment-related income (charges) as shown below:

Globe Group
Year on Year Bayan1
(Standalone))
Globe Globe ex-
(Php Mn) Last Yr YoY Change (%)
Conso Bayan
31-Dec 31-Dec 31-Dec vs. Globe vs. Globe 31-Dec
2015 2015 2014 Conso ex-Bayan 2015
Financing Costs
Interest Expense (2,774) (2,737) (2,326) 19% 18% (152)
Loss on derivative instruments - - - - - (7)
Swap costs and other financing (142) (142) (240) -41% -41% -
costs Exchange Loss (net)
Foreign (457) (236) - - - (222)
(3,373) (3,115) (2,566) 31% 21% (381)
Other Income
Gain on derivative instruments 20 27 71 -72% -62% -
Foreign Exchange gain (net) - - 1 -100% - -
Interest Income 519 632 683 -24% -7% 1
Others net 1,627 1,177 46 3437% 2458% 21
Total Income (Other Expenses) (1,207) (1,279) (1,765) -32% -28% (359)
1
Standalone Bayan financial results, gross of intercompany transactions between Globe and Bayan

The Globe Groups non-operating charges declined by 32% year-on-year mainly driven by the impact
of one-time gains booked in the second half of 2015, coming from the sale of a 51% stake in Yondu
to Xurpas, Inc. (Xurpas), including the fair market valuation adjustment on Globe's remaining 49%
stake in Yondu, and valuation adjustments upon the acquisition of a 98.6% stake in Bayan in July
2015. These one-time adjustments offsets the impact of higher net interest expenses and foreign
exchange losses during the year.

(See related discussion on derivative instruments and swap costs in the Foreign Exchange and
Interest Rate Exposure section).

68 | S E C F O R M 1 7 - A
Liquidity and Capital Resources

Globe Group
31-Dec 31-Dec YoY
Change
2015 2014 (%)
Balance Sheet Data (Php Mn)
Total Assets . 195,680 179,507 9%
Total Debt 72,229 65,276 11%
Total Stockholders Equity. 59,398 54,538 9%

Financial Ratios (x)


Total Debt to EBITDA . 1.51 1.66
Debt Service Coverage 5.18 2.92
Interest Cover (Gross) 12.24 13.22
Debt to Equity (Gross) 1.22 1.20
Debt to Equity (Net) 1 .. 1.02 0.89
Total Debt to Total Capitalization (Book) 0.55 0.54
Total Debt to Total Capitalization (Market) .... 0.22 0.21
1
Net debt is calculated by subtracting cash, cash equivalents and short term investments from total debt.

Globes balance sheet and cash flows remain strong with ample liquidity and gearing comfortably
within bank covenants.

Globe Groups consolidated assets as of 31 December 2015 amounted to P195.7 billion compared
to P179.5 billion in 2014. Consolidated cash, cash equivalents and short term investments (including
investments in assets available for sale and held to maturity investments) was at P11.8 billion as of
end December of 2015 compared to P16.8 billion as of end December 2014.

Globe ended the year with gross debt to equity ratio on a consolidated basis at 1.22:1 and is well
within the 2:1 debt to equity limit dictated by Globes debt covenants. Meanwhile net debt to equity
ratio was at 1.02:1 as of end December 2015 and 0.89:1 as of end December 2014.

Globes current ratio was at 0.72:1 as of 31 December 2015 and 0.77:1 as of 31 December 2014,
which are at par with industry standards. While Globes average current ratio was below the SECs
minimum of 1:1, Globe believes it has more than sufficient cash flows from operations to meet its debt
maturities, currently and prospectively.

The financial tests under Globes loan agreements include compliance with the following ratios:

Total debt to equity not exceeding 2:1;


Total debt to EBITDA not exceeding 3:1;
Debt service coverage 1 exceeding 1.3 times; and
Secured debt ratio 2 not exceeding 0.2 times.

As of 31 December 2015, Globe is well within the ratios prescribed under its loan agreements.

1
Debt service coverage ratio is defined as the ratio of EBITDA to required debt service, where debt service includes
subordinated debt but excludes shareholder loans.
2
Secured debt ratio is defined as the ratio of the total amount for the period of all present consolidated obligations for payment,
whether actual or contingent which are secured by Permitted Security Interest as defined in the loan agreement to the total
amount of consolidated debt.

69 | S E C F O R M 1 7 - A
Consolidated Net Cash Flows

Globe Group
31-Dec 31-Dec YoY
(Php Mn) change
2015 2014 (%)
Net Cash from Operating Activities 35,952 36,455 -1%
Net Cash from Investing Activities. (32,560) (20,216) 61%
Net Cash from Financing Activities. (8,406) (6,942) 21%

Net cash flows provided by operating activities for the year just ended were at nearly P36.0 billion,
slightly lower by 1% year on year.

Meanwhile, net cash used in investing activities amounting to P32.6 billion, was 61% higher than last
year. Consolidated cash capital expenditures as of end of December 2015 amounted to P = 32.1 billion,
up by 51% from last years P
= 21.2 billion.

Globe Group
31-Dec 31-Dec YoY
change
(Php Mn) 2015 2014 (%)
1
Capital Expenditures (Cash) 32,130 21,235 51%
Increase (decrease) in Liabilities related to Acquisition of PPE (1,728) 5,749 -130%
Total Capital Expenditures2. 30,402 26,984 13%

Total Capital Expenditures / Service Revenues 2 (%) 27% 27%


1
Cash capital expenditures-property & equipment and intangibles as of report date
2
Consolidated capital expenditures include property and equipment, intangibles and capitalized borrowing costs acquired as of
report date regardless of whether payment has been made or not.

Consolidated net cash from financing activities amounting to P8.4 billion was 21% higher from last
year. Consolidated total debt, likewise, increased by 11% from P= 65.3 billion at the end of 2014 to
reach P
= 72.2 billion at the end of December 2015.

54% of US$ consolidated loans have been effectively converted to PHP via US$200Mln in currency
hedges. After swaps, effectively 11% of total debt is in USD.

Below is the schedule of debt maturities for Globe for the years stated below based on total
outstanding debt as of 31 December 2015:

Principal *
Year Due
(US$ Mn)

2016 170
2017 222
2018. 165
2019 236
2020 through 2025. 746
Total. 1,539
* Principal amount before debt issuance costs.

On March 9, 2015, Globe Telecom signed a Php7 Billion Term Loan with Philippine National Bank. The
proceeds of the loan were used to partially finance Globe's capital expenditures and general corporate
requirements.

On October 1, 2015, Globe Telecom signed a USD45 Million Term Loan and a Php5 Billion Term Loan
with Metrobank. The proceeds of the loans were used to finance Globes capital expenditures.

Stockholders equity as of end of December 2015 was higher by 9% from P54,538 million in 2014 to
P59,398 million this period. Globes capital stock consists of the following:

70 | S E C F O R M 1 7 - A
Voting Preferred Shares
Voting Preferred stock at a par value of P5 per share of which 158.5 million shares are outstanding out
of a total authorized of 160 million shares.

The dividends for voting preferred stock are declared upon the sole discretion of the Globe Telecoms
BOD.

To date, none of the voting preferred shares have been converted to common shares.

Non-Voting Preferred stock


Non-Voting Preferred stock at a par value of P50 per share of which 20 million shares are issued out of
a total authorized of 40 million shares.

Common Shares
Common shares at par value of P50 per share of which 132.7 million are issued and outstanding out of
a total authorized of 149 million shares.

Cash Dividends
The dividend policy of Globe Telecom as approved by the Board of Directors is to declare cash
dividends to its common stockholders on a regular basis as may be determined by the Board. The
dividend payout rate is reviewed annually by the Board of Directors, taking into account the companys
operating results, cash flows, debt covenants, capital expenditure levels and liquidity.

On November 8, 2011, the Board of Directors amended the Companys dividend policy to be based on
core instead of reported net income. Pay-out range remains at 75% to 90%. This is to ensure that
dividends will remain sustainable and yields competitive despite the expected near-term decline in net
income that would result from the accelerated depreciation charges related to assets that will be
decommissioned as part of the Companys network and IT transformation programs. As currently
defined, core net income excludes all foreign exchange, mark-to-market gains and losses, as well as
non-recurring items.

On August 6, 2013, the Board of Directors approved the proposed change in the frequency of the cash
dividend distribution from semi-annual to quarterly. On December 10, 2013, the Company announced
that the quarterly cash dividend distribution will be implemented beginning in the third quarter of 2014.

On May 12, 2015, the Board of Directors of the company has approved the declaration of the second
quarter cash dividend of P20.75 per common share payable on June 11, 2015 to shareholders on record
as of May 26, 2015. The second quarter cash dividend payment total is about P2.75 billion. On an
annualized basis, this represents about 76% of 2014 core net income.

On the same date, the BOD approved the declaration of the second semi-annual cash dividend for
holders of its non-voting preferred shares on record as of August 10, 2015. The amount of the cash
dividend shall be at a fixed rate of 5.2006% per annum calculated in respect of each share by reference
to the offer price of 500.00 per share on a 30/360 day basis for the six-month dividend period. Total
amount of the cash dividend was paid on August 22, 2015.

On August 3, 2015, the Board of Directors of the company has approved the declaration of the third
quarter cash dividend of P20.75 per common share payable on September 2, 2015 to shareholders on
record as of August 17, 2015. The third quarter cash dividend payment total is about P2.75 billion. On
an annualized basis, this represents about 76% of 2014 core net income.

On November 6, 2015, Globes Board of Directors approved the declaration of annual cash dividend
payable to voting preferred stockholders of record as of November 24, 2015. The amount of the cash
dividend will be based on the average 30-day PDST-R2, as computed by the Philippine Dealing and
Exchange Corporation plus 2%. Total dividends was paid on December 4, 2015.

On December 11, 2015, Globes Board of Directors approved the declaration and payment of cash
dividends for the Companys non-voting preferred shares. The amount of the cash dividend shall be at
a fixed rate of 5.2006% per annum calculated in respect of each share by reference to the offer price

71 | S E C F O R M 1 7 - A
of P500.00 per share on a 30/360 day basis for the six-month dividend period. The Record Date is on
January 26, 2016 and Payment Date is on February 22, 2016.

Return on Average Equity (ROE)

Consolidated Return on Average Equity (ROE) registered at 29% as of end-December 2015, compared
to 28% in 2014 using net income and based on average equity balances for the year ended. Using
annualized core net income excluding the effects of non-recurring expenses, foreign exchange loss,
one-time gains on net income, return on average equity for the year just ended was at 27% compared
to 30% of 2014.

Earnings Per Share (EPS)

Consolidated basic earnings per common share were P120.11 and P98.64, while consolidated diluted
earnings per common share were P119.92 and P98.41 as of end-December 2015 and 2014,
respectively.

72 | S E C F O R M 1 7 - A
Financial Risk Management

FOREIGN EXCHANGE EXPOSURE

Foreign exchange risks are managed such that USD inflows from operations (transaction exposures)
are balanced or offset by the net USD liability position of the company (translation exposures). Globe
Groups objective is to maintain a position which results in, as close as possible, a neutral effect to the
P&L relative to movements in the foreign exchange market.

Transaction exposures

Globe has natural net US$ inflows arising from its operations. Consolidated foreign currency-linked
revenues1 were at 13% and 16% of total service revenues for the periods ended 31 December 2015
and 2014, respectively. In contrast, Globes foreign-currency linked expenses were at 10% and 9% of
total operating expenses for the same periods ended, respectively.

The US$ flows are as follows:


2015
US$ and US$ Linked Revenues 14.77 billion
US$ Operating Expenses 5.09 billion
US$ Net Interest Expense 0.20 billion

Due to these net US$ inflows, an appreciation of the Peso has a negative impact on Globes Peso
EBITDA. Globe occasionally enters into forward contracts to hedge against a peso appreciation.

Realized loss from forward contracts that matured in 2015 amounted to P32.06 million.

There were no outstanding forward contracts as of December 2015.

1
Includes the following revenues:
(1) billed in foreign currency and settled in foreign currency, and
(2) billed in Pesos at rates linked to a foreign currency tariff and settled in Pesos

Translation Exposures

Globes foreign exchange translation exposures results primarily from movements of the Philippine
Peso (Php) against the U.S. Dollars (USD) with respect to USD-denominated financial assets, USD-
denominated financial liabilities and certain USD-denominated revenues. Majority of revenues are
generated in Php, while substantially all of capital expenditures are in USD.

Globe also has US$ assets and liabilities which are revalued at market rates every period. These are
as follows:

December 2015
US$ Assets US$177 million
US$ Liabilities US$734 million
Net US$ Liability Position US$557 million

The movement on the effect on income before income tax is a result of a change in the fair value of
derivative financial instruments not designated in a hedging relationship and monetary assets and
liabilities denominated in US dollars, where the functional currency of the Group is Philippine Peso.
Although the derivatives have not been designated in a hedge relationship, they act as a commercial
hedge and will offset the underlying transactions when they occur. The movement in equity arises from
changes in the fair values of derivative financial instruments designated as cash flow hedges.

The Globe Groups foreign exchange risk management policy is to maintain a hedged financial position,
after taking into account expected USD flows from operations and financing transactions. Globe
Telecom enters into short-term foreign currency forwards and long-term foreign currency swap
contracts in order to achieve this target.

73 | S E C F O R M 1 7 - A
Globe entered into cross currency swaps amounting to US$125 million in 2013, US$165 million in 2014
and US$200 million in 2015 to hedge the FX and interest rate risk on some of its USD loans. The MTM
of the swap contracts stood at a gain of P992 million as of end-December 2015.

Globe entered into principal only swaps amounting to US$45Mln in 4Q 2015 to hedge the foreign
exchange risks on its USD loans. The MTM of the swap contracts stood at a loss of P4 million as of
end-December 2015.

INTEREST RATE EXPOSURE

Interest rate exposures are managed via targeted levels of fixed versus floating rate debt that are meant
to achieve a balance between cost and volatility. Globes policy is to maintain between 44-88% of its
peso debt in fixed rate, and between 31-62% of its US$ debt in fixed rate.

There were no outstanding interest rate swap contracts as of December 2015.

As of end-December 2015, 78% (excluding short-term debt) of peso debt is fixed, while 55% of USD
debt is fixed after swaps.

CREDIT EXPOSURES FROM FINANCIAL INSTRUMENTS

Outstanding credit exposures from financial instruments are monitored daily and allowable exposures
are reviewed quarterly.

For investments, the Globe Group does not have investments in foreign securities (bonds, collateralized
debt obligations (CDO), collateralized mortgage obligations (CMO), or any instruments linked to the
mortgage market in the US). Globes excess cash is invested in short term bank deposits.

The Globe Group also does not have any investments or hedging transactions with investment banks.
Derivative transactions as of the end of the period are with large foreign and local banks. Furthermore,
the Globe Group does not have instruments in its portfolio which became inactive in the market nor
does the company have any structured notes which require use of judgment for valuation purposes.

VALUATION OF DERIVATIVE TRANSACTIONS

The company uses valuation techniques that are commonly used by market participants and that have
been demonstrated to provide reliable estimates of prices obtained in actual market transactions. The
company uses readily observable market yield curves to discount future receipts and payments on the
transactions. The net present value of receipts and payments are translated into Peso using the foreign
exchange rate at time of valuation to arrive at the mark to market value. For derivative instruments with
optionality, the company relies on valuation reports of its counterparty banks, which are the companys
best estimates of the close-out value of the transactions.

Gains (losses) on derivative instruments represent the net mark-to-market (MTM) gains (losses) on
derivative instruments. As of 31 December 2015, the MTM value of the derivatives of the Globe Group
amounted to a gain of P1,011 million while net loss on derivative instruments arising from changes in
MTM reflected in the consolidated income statements amounted to P12 million.

To measure riskiness, the Company provides a sensitivity analysis of its profit and loss from financial
instruments resulting from movements in foreign exchange and interest rates. The interest rate
sensitivity estimates the changes to the following P&L items, given an indicated movement in interest
rates: (1) interest income, (2) interest expense, (3) mark-to-market of derivative instruments. The foreign
exchange sensitivity estimates the P&L impact of a change in the USD/PHP rate as it specifically
pertains to the revaluation of the net unhedged liability position of the company, and foreign exchange
derivatives.

74 | S E C F O R M 1 7 - A
1. Any events that will trigger direct or contingent financial obligation that is material to the
company, including any default or acceleration of an obligation:

Contingencies

a. On October 10, 2011, the NTC issued Memorandum Circular No. 02-10-2011 titled
Interconnection Charge for Short Messaging Service requiring all public telecommunication
entities to reduce their interconnection charge to each other from P0.35 to P0.15 per text, which
Globe Telecom complied as early as November 2011. On December 11, 2011, the NTC One
Stop Public Assistance Center (OSPAC) filed a complaint against Globe Telecom, Smart and
Digitel alleging violation of the said MC No. 02-10-2011 and asking for the reduction of SMS
off-net retail price from P1.00 to P0.80 per text. Globe Telecom filed its answer maintaining the
position that the reduction of the SMS interconnection charges does not automatically translate
to a reduction in the SMS retail charge per text.

On November 20, 2012, the NTC rendered a decision directing Globe Telecom to:
1. Reduce its regular SMS retail rate from P1.00 to not more than P0.80;
2. Refund/reimburse its subscribers the excess charge of P0.20; and
3. Pay a fine of P200.00 per day from December 1, 2011 until date of compliance.

On May 7, 2014, NTC denied the Motion for Reconsideration (MR) filed by Globe Telecom last
December 5, 2012 in relation to the November 20, 2012 decision. Globe Telecoms assessment is
that Globe Telecom is in compliant with the NTC Memorandum Circular No. 02-10-2011. On June
9, 2014, Globe Telecom filed petition for review of the NTC decision and resolution with the Court
of Appeals (CA).
The CA granted the petition in a resolution dated September 3, 2014 by issuing a 60-day temporary
restraining order against Memorandum Circular 02-10-2011 by the NTC. On October 15, 2014,
Globe Telecom posted a surety bond to compensate for possible damages as directed by the CA.
b. On 22 May 2006, Innove received a copy of the Complaint of Subic Telecom Company (Subictel),
Inc., a subsidiary of PLDT, seeking an injunction to stop the Subic Bay Metropolitan Authority and
Innove from taking any actions to implement the Certificate of Public Convenience and Necessity
granted by SBMA to Innove. Subictel claimed that the grant of a CPCN allowing Innove to offer
certain telecommunications services within the Subic Bay Freeport Zone would violate the Joint
Venture Agreement (JVA) between PLDT and SBMA.
The Supreme Court ordered the reinstatement of the case and has forwarded it to the NTC
Olongapo for trial. The case is now being tried before the Olongapo RTC.
c. PLDT and its affiliate, Bonifacio Communications Corporation (BCC) and Innove and Globe
Telecom are in litigation over the right of Innove to render services and build telecommunications
infrastructure in the Bonifacio Global City. In the case filed by Innove before the NTC against BCC,
PLDT and the Fort Bonifacio Development Corporation (FBDC), the NTC has issued a Cease and
Desist Order 100 preventing BCC from performing further acts to interfere with Innoves installations
in the Bonifacio Global City.
In the case filed by PLDT against the NTC in Branch 96 of the Regional Trial Court (RTC) of Quezon
City, where PLDT sought to obtain an injunction to prevent the NTC from hearing the case filed by
Innove, the RTC denied the prayer for a preliminary injunction and the case has been set for further
hearings. PLDT has filed a Motion for Reconsideration and Globe Telecom has intervened in this
case. In a resolution dated October 28, 2008, the RTC QC denied BCCs motion for the issuance
of a temporary restraining order (TRO). The case is still pending with the QC RTC.
In the case filed by BCC against FBDC, Globe Telecom and Innove, Bonifacio Communications
Corp. before the Regional Trial Court of Pasig, which case sought to enjoin Innove from making any
further installations in the BGC and claimed damages from all the parties for the breach of the
exclusivity of BCC in the area, the court did not issue a Temporary Restraining Order and has
instead scheduled several hearings on the case. The defendants filed their respective motions to
dismiss the complaint on the grounds of forum shopping and lack of jurisdiction, among others. On
30 March 2012, the RTC of Pasig, as prayed for, dismissed the complaint on the aforesaid grounds.
Dissatisfied with the decision of the RTC, BCC and PLDT elevated the case to the Court of Appeals.
On 18 May 2012, The Court of Appeals dismissed the case. On July 6, 2012, BCC and PLDT filed

75 | S E C F O R M 1 7 - A
a petition for review on certiorari with the Supreme Court on July 6, 2012. Innove filed its Comment
thereon on 6 December 2012. The case is still pending resolution with the Supreme Court.
On 11 November 2008, Bonifacio Communications Corp. (BCC) filed a criminal complaint against
the officers of Innove Communications Inc., the Fort Bonifacio Development Corporation (FBDC)
and Innove contractor Avecs Corporation for malicious mischief and theft arising out of Innoves
disconnection of BCCs duct at the Net Square buildings. The accused officers filed their counter
affidavits and are currently pending before the Prosecutors Office of Pasig. The case is still pending
resolution with the Office of the City Prosecutor.
On 21 January 2011, BCC and PLDT filed with the Court of Appeals a Petition for Certiorari and
Prohibition against NTC, et al. seeking to annul the Orders of the NTC dated 28 October 2008
directing BCC, PLDT and FBDC to comply with the provisions of NTC MC 05-05-02 and the CEASE
AND DESIST from performing further acts that will prevent Innove from implementing and providing
telecommunications services in the Fort Bonifacio Global City pursuant to the authorization granted
by the NTC. BCC and PLDT anchor their petition on the grounds that: 1) the NTC has no jurisdiction
over BCC it being a non-telecommunications entity; 2) the NTC violated BCC and PLDTs right to
due process; and 3) there was no urgency or emergency for the issuance of the cease and desist
order. The case is pending with the court of appeals.
On April 25, 2011, Innove Communications, filed its comment on the case filed by PLDT that seeks
to ban all Globe Telecom services from the Bonifacio Global City before the CAs Tenth Division. In
its comment, Globe Telecom argued that Innove is duly authorised to provide services in the BGC,
that BCC and PLDT have no right to maintain their monopolistic hold of the BGC
telecommunications market; and it is in the publics best interest that open access and free
competition among telecom operators be allowed at the Bonifacio Global City.
On August 16, 2011, the Ninth Division of the CA ruled that PLDTs case against Innove and the
National Telecommunications Commission (NTC) lacked merit, and thus denied the petition and
DISMISSED the case. PLDT and its co-petitioner, BCC file their motion for reconsideration. The
same is still pending resolution.
d. On July 23, 2009, the NTC issued NTC Memorandum Circular (MC) No. 05-07-2009 (Guidelines
on Unit of Billing of Mobile Voice Service). The MC provides that the maximum unit of billing for the
CMTS whether postpaid or prepaid shall be six (6) seconds per pulse. The rate for the first two (2)
pulses, or equivalent if lower period per pulse is used, may be higher than the succeeding pulses
to recover the cost of the call set-up. Subscribers may still opt to be billed on a one (1) minute per
pulse basis or to subscribe to unlimited service offerings or any service offerings if they actively and
knowingly enroll in the scheme.
On December 28, 2010, the Court of Appeals (CA) rendered its decision declaring null and void and
reversing the decisions of the NTC in the rates applications cases for having been issued in violation
of Globe Telecom and the other carriers constitutional and statutory right to due process. However,
while the decision is in Globe Telecoms favor, there is a provision in the decision that NTC did not
violate the right of petitioners to due process when it declared via circular that the per pulse billing
scheme shall be the default.

Last January 21, 2011, Globe Telecom and two other telecom carriers, filed their respective
Motions for Partial Reconsideration (MR) on the pronouncement that the Per Pulse Billing
Scheme shall be the default. The MR is pending resolution as of February 5, 2016.

The Globe Group is contingently liable for various claims arising in the ordinary conduct of business
and certain tax assessments which are either pending decision by the courts or are being
contested, the outcome of which are not presently determinable. In the opinion of management and
legal counsel, the possibility of outflow of economic resources to settle the contingent liability is
remote.

76 | S E C F O R M 1 7 - A
2. Causes of any material change from period to period: 2015 vs. 2014

Assets

Current

A Cash and cash equivalents Higher net investing and financing cash flow coupled with lower
net operating cash flow contributed to the P4.9B decline in cash

B Receivable- Increase of P7.7B is mainly due to the consolidation of Bayantel increasing the
total volume of billed subscribers. The increase in the Globe subscriber base in 2015 also
contributed to the increasing number of billings, notably from the mobile, fixed line voice, and
broadband segments

C Allowance for Doubtful Accounts Increase of P3.0B is attributable to the consolidation of


Bayantel, as well as the increase in provisions for mobile and broadband subscribers
throughout the year

D Traffic Settlement Decrease of P319M is driven by higher remittances and an increase in


data and roaming traffic. An increase in foreign traffic also contributed to the decline.
E Other Receivables- Slight P24M decrease is mainly due to higher collections over billings to
Dealers credit, AR credit cards, and others. This was slightly offset by additional other
receivables from Bayantels consolidation

F Allowance for Doubtful Accounts (Traffic and others) Higher Allowance for Doubtful
Accounts (Traffic and others) is mainly due to the consolidation of Bayantel, which contributed
majority of the P320M increase but was offset by a decrease in Globes allowance

G Prepayments and Other Current Assets Decrease of P720M is mainly due to net DP for
reversals, coupled with a decrease in current portion of long-term debt and offset by an
increase in prepayments, miscellaneous receivables, and dividend receivable from Yondu

H Allowance for Doubtful Accounts (Non-Trade) Slight decrease of P23M mostly from the
reversal of provisions for net advances from vendors who have become inactive within the
year

I Inventories and Supplies Increase of P1.5B is attributable to increased purchases, mostly


of inventory handsets, devices, and accessories (iPhone 6s, iPhone 6s Plus, Samsung
Galaxy S6)

J Allowance for Inventory Losses Increase of P191M is due to higher provisions for defective
and obsolete handsets, modems, accessories and spare parts

K Derivative Assets Increase is attributable to higher mark to market gain of cash flow hedge
swaps

Noncurrent

L Fixed Assets Increase of P11.8B is largely due higher acquisitions over depreciation, factoring
in the consolidation of Bayantels net fixed assets, which contributed approximately P6.1B.

M Intangible Assets The P6.6B increase is attributable to the acquisition of various telecom
computer software and licenses, as well as the recognition of new intangible assets from the
consolidation of Bayantel amounting to P1.7B. This was partially offset by write-off and
reclassification of certain intangible assets to property, plant, and equipment

N Investment in Joint Venture and Associates The P1.0B increase is driven by additional capital
supplied to AF Payments Inc, (AFPI), share in net gain of Bridge Mobile Alliance (BMA), and new
investment in Tech Global (which has yet to begin operations). Additionally, Yondu was divested
77 | S E C F O R M 1 7 - A
and is now recognized as an associate, with its value now contributing to the increase. These
increases were offset by share in net loss of associates (AFPI, BanKo)

O Goodwill Increase of P827M is due to the consolidation of Bayantel, which resulted in goodwill
of P1.1B and was offset by a derecognition of goodwill (P327M) from the divestment of Yondu

P Other Investments The P313M increase pertains mostly to increased investments in Kickstart
Ventures, Inc. (KVI) to fund the various startup companies in its portfolio and was partially offset
by the write off of other investments.

Q Deferred Tax Asset Decrease is due to increased depreciation offset by increased provisions
and write-off, forex, accrued manpower, pension, and decreased capitalized cost for a total of
P852M. Deferred tax liability effect of gain on sale of Yondu (P79M) contributed to the increase
and was offset by Bayantels consolidation (P153M).

R Misc. Deposits and Others Significant P4.1B decrease is due to the elimination of Globes
receivable from Bayantel starting July 2015, following the consolidation

Liabilities

Current

S Trade Creditors- Increase of P2.1B is mainly driven by increased purchases of handsets and
accessory inventory items plus increased number of local trade creditors due to the
consolidation of Bayantel

T Liabilities to Partner Establishments Decrease of P3.1B is mainly attributable to higher


Gcash withdrawals over Gcash received

U Traffic Settlement Payable - Decrease of P738M is mainly driven by local traffic settlements
to Smart, Digitel and other carriers, offset by foreign traffic and higher accruals in data and
roaming

V Other Creditors Increase of P795M is mostly driven by stale and cancelled checks as well
as increased payables for VAS providers (HOOQ, Spotify)

W Taxes Payable- Increase of P1.0B is due to higher output VAT, overseas communication
taxes, and withholding taxes

X Income Taxes Payable- Slight decrease of P68M is attributable to lower provisions over
payments

Y Provisions Increase of P759M is largely driven by Bayantels consolidation and offset by


Globes higher reversals of real property tax and national taxes over accruals

Z Accrued Expenses- The P3.4B increase is attributable to higher accrual of professional fees,
lease, licenses, utilities, repair and maintenance, call center services, security, and other
contracted services

AA Accrued Interest on Loans- Slight P7M decrease is due to lower accruals over reversals and
payments

AB Accrued project Cost- Decline of P1.2B is driven by reversal of accruals related to our network
modernization program which has since been completed
AC Derivative Liabilities- Increase of P16M is mainly due to the consolidation of Bayantel

AD Unearned Revenues- The P328M increase is attributable to the consolidation of Bayantel,


which contributed to advanced MSF and deferred installation revenue

78 | S E C F O R M 1 7 - A
AE Dividends Payable- Pertains to dividends declared on December 2015 for preferred non -
voting shares to be paid in January 2016

AF Current Portion of Long Term Debt Bank P1.8B increase in bank debt was due to availment
of P7B loan from PNB, P2.1B loan and P3B loan from MBTC, offset by payments of other
loans

Noncurrent

AG Net Deferred Tax Liability- Reclassification due to net deferred tax asset position.

AH Long Term Debt (Bank) - Increase in bank debt was due to availment of P7B loan from
PNB, P2.1B loan and P3B loan from MBTC, offset by payments of other loans

AI Other Long-term Liabilities - Increase of P1.0B is attributable to additional accrual for


Pension obligation and provisions for asset retirement obligation

79 | S E C F O R M 1 7 - A
3. Description of material commitments and general purpose of such commitments. Material
off-balance sheet transactions, arrangements, obligations and other relationships with
unconsolidated entities or other persons created during the period.

For details on material commitments and arrangements, see Notes 25 in the attached Notes to the
Financial Statements.

Agreements and commitments with suppliers


The Globe Group has entered into agreements with various suppliers for the development or
construction, delivery and installation of property and equipment. Under the terms of these
agreements, advance payments and downpayments are made to suppliers upon submission of
invoice in compliance with the required performance bonds and issuance of purchase orders or
signed contracts. While the development or construction is in progress, project costs are accrued
based on the project status. Billings are based on the progress of the development or construction
and advance payments are being applied proportionately to the milestone billings. When
development or construction and installation are completed and the property and equipment is
ready for service, the value of undelivered goods or services from the related purchase orders is
accrued.
The accrued project costs as of December 31, 2015 and 2014 included in the Accounts payable
and accrued expenses account in the consolidated statements of financial position amounted to
20,862.12 million and 22,015.72 million, respectively (see Note 12). As of December 31, 2015
and 2014, the consolidated expected future billings on the unaccrued portion of purchase orders
issued amounted to 44,786.69 million and 36,381.74 million, respectively. The settlement of
these liabilities is dependent on the payment terms and project milestones agreed with the suppliers
and contractors. As of December 31, 2015 and 2014, the unapplied advances made to suppliers
and contractors relating to purchase orders issued amounted to 4,522.78 million and 5,731.12
million, respectively (see Note 6).

Agreement with C2C/Pacnet


In 2001, Globe Telecom signed a cable equipment supply agreement with C2C as the supplier. In
March 2002, Globe Telecom as a lessor entered into an equipment lease agreement for the said
equipment with GB21 Hong Kong Limited (GB21).
Subsequently, GB21, in consideration of C2Cs agreement to assume all payment obligations
pursuant to the lease agreement, assigned all its rights, obligations and interest in the equipment
lease agreement to C2C. As a result of the said assignment of payables by GB21 to C2C, the
Globe Telecoms liability arising from the cable equipment supply agreement with C2C was
effectively converted into a noninterest bearing long-term obligation accounted for at net present
value under PAS 39 starting 2005.
In January 2003, the Globe Telecom received advance lease payments from C2C for its use of a
portion of the Globe Telecoms cable landing station facilities. Based on the amortization schedule,
the Globe Telecom recognized lease income amounting to 6.39 million, 12.26 million and
12.26 million for the years ended December 31, 2015, 2014 and 2013.
On November 17, 2009, Globe Telecom and Pacnet Cable Ltd. (Pacnet), formerly C2C, signed a
memorandum of agreement (MOA) to terminate and unwind their Landing Party Agreement dated
August 15, 2000 (LPA). The MOA further requires Globe Telecom, being duly licensed and
authorized by the NTC to land the C2C Cable Network in the Philippines and operate the C2C
Cable Landing Station (CLS) in Nasugbu, Batangas, Philippines, to transfer to Pacnets designated
qualified partner, the license of the C2C CLS, the CLS, a portion of the property on which the CLS
is situated, certain equipment and associated facilities thereof.
In return, Pacnet will compensate Globe Telecom in cash and by way of C2C cable capacities
deliverable upon completion of certain closing conditions. The MOA also provided for novation of
abovementioned equipment supply and lease agreements and reciprocal options for Globe
Telecom to purchase future capacities from Pacnet and Pacnet to purchase backhaul and ducts
from Globe Telecom at agreed prices.
In the second quarter of 2010, the specific equipment, portion of the property and facilities, and the
liabilities associated with the transfer were identified, classified and shown separately in the
consolidated statement of financial position as Assets classified as held for sale and Liabilities

80 | S E C F O R M 1 7 - A
directly associated with the assets classified as held for sale.

In 2013, the Globe Group ceased to classify its non-current assets as held for sale due to
substantial delay in the completion of the transaction. Globe Group recognized a catch -up
depreciation amounting to 397.0 million for the year ended December 31, 2013.

Construction Maintenance Agreement for South-East Asia Japan Cable System (SJC)

In April 2011, the global consortium of telecommunication companies formed to build and operate
the South-East Asia Japan Cable (SJC) system officially started the construction of the project that
will link Brunei, China Mainland, Hong Kong, Philippines, Japan, and Singapore with options to
extend to Thailand. The SJC consortium is composed of the Globe Group and nine other
international carriers. The Globe Telecoms investment for this project amounts to USD63.91
million and total expenditures incurred was at 100% as of 2014 (see Note 7).

Network Sharing Arrangement with ABS-CBN Convergence Inc


On May 27, 2013, Globe Telecom, Innove and ABS-CBN Convergence Inc. (ABS-C) entered into
a network sharing arrangement in order to provide capacity and coverage for new mobile telephony,
data and value-added services to be offered by ABS-C nationwide to its subscribers using shared
network and interconnect assets of the parties.
This arrangement will enable Globe Telecom, Innove and ABS-C to improve public service by
enhancing utility, capacity, inter-operability and quality of mobile and local exchange telephone and
data services to the public and allow ABS-C to modernize its existing service and expand to a retail
base on top of its existing subscriber base.

On May 31, 2013, NTC approved the network sharing agreement and co-use of the number blocks
assigned to Globe Telecom.

Shareholders and dealership agreement with Taodharma


In March 2013, Globe Telecom entered into a Shareholders Agreement among four other entities
to incorporate Taodharma Inc.
Globe Telecom subscribed for the 25% preferred shares of Taodharma amounting to P = 55.00 million
which has been fully paid up as of August 2013 (see Note 11). Tao shall carry on the business of
establishing, operating and maintaining retail stores in strategic locations within the Philippines that
will sell telecommunications or internet-related services, and devices, gadgets, accessories or
embellishments in connection and in accordance with the terms and conditions of the Dealer
Agreement executed among all of the entities.
In March 2013, Globe Telecom also entered into an exclusive dealership arrangement with Tao
that included provisions to build and open retail outlet stores scattered across in cities and other
major high-traffic locations nationwide.
As of December 31, 2015 and 2014, Globe Group has recognized P = 141.02 million and P
= 139.96
million representing share on costs classified under Intangible assets and goodwill - net in the
consolidated statements of financial position (see Note 8).

Deed of Assignement of Certificate of Public Convenience and Necessity by Worldwide


Communication Inc. (WWCI)
On July 5, 2013, the NTC approved the Deed of Assignment (DoA) dated February 13, 2013
executed by WWCI in favor of Globe Telecom. Through the DoA, WWCI assigned and transferred
its entire interest including the operation of its Trunk Radio Network, the Certificate of Public
Convenience and Necessity granted by the NTC and the pertinent permits necessary to operate
the trunk radio to Globe Telecom. The total consideration under the said original DoA was 30.00
million.
On April 1, 2014, Globe Telecom and WWCI signed the Supplemental Agreement to the DoA for
final consideration of 150.00 million to be paid in tranches upon fulfillment of stated conditions.
Conditions include reassignment and reallocation of Radio Station Licenses and issuance of
associated Frequency Assignment Sheets in the name of Globe Telecom. Pending compliance on

81 | S E C F O R M 1 7 - A
the conditions, payments will be recorded as advances classified under Prepayments and other
current assets in the consolidated statements of financial position.
On January 29, 2015, WWCI and Globe Telecom have agreed to wind down the transaction as the
conditions for closing can no longer be met. WWCI was not able to pay the advances made by
Globe Telecom amounting to 45.00 million due on December 31, 2015. WWCI is negotiating
settlement of advances by surrendering certain frequencies and assets. As of December 31, 2015,
assessment of assets is still on going.

Southeast Asia United States (SEA - US) Project


Globe Telecom has joined a consortium of seven international telecommunication companies for
the construction of a new submarine cable system directly connecting Southeast Asia and the
United States. Other members of the consortium include PT Telekomunikasi Indonesia International
(Telin), Telkom USA, RAM Telecom International (RTI), Hawaiian Telcom, and Teleguam Holdings
(GTA). The 15,000-kilometer cable system would link Manado in Indonesia, Davao in the
Philippines, Piti in Guam, Oahu in Hawaii, and Los Angeles in California, providing superior latency
delivering additional 20 terabits per second (Tbps), utilizing 100 gigabits per second (Gbps)
transmission equipment. Globe Telecom and GTIC US is spending more than US$80 million for the
SEA-US undersea cable system slated for completion in the last quarter of 2016.
On March 17, 2015, Globe Telecom provided a written guaranty to NEC Corporation (NEC)
pursuant to the supply contract of the cable system between GTIC US and NEC. Globe Telecom
unconditionally guarantees the full and punctual performance by GTIC US of its payment
obligations up to an aggregate amount of US$46.23 million, less any payments made in accordance
with the terms and conditions of the contract. A default by GTIC US to pay any guaranteed
obligation under the contract is a condition that will render the guaranty exercisable. Total payments
amounted to US$9.55 million for the period ended December 31, 2015.

Facilities-based Operations License granted to Globetel Singapore Pte. Ltd (GTSG)

On November 25, 2014, Globetel Singapore Pte. Ltd. (GTSG) applied for a facilities-based
operations license (FBO) with Infocommunications Development Authority in Singapore (IDA) which
was subsequently granted on January 7, 2015. Under this license, GTSG was required to provide
IDA with the performance bond for the aggregate amount of US$75,400 to secure its obligation to
fulfill the three performance milestones of installation of equipment required to support Southeast
Asia Japan cable system and activation of its capacity between Singapore, Philippines and
Hongkong. GTSG has fulfilled the first two milestones. On April 28, 2015, IDA returned the two
bank guarantees pertaining to the first two milestones totaling to US$45,400 while the remaining
USD30,000 is due from IDA which is payable in 2016.

Services-based Operator License granted to Globe Telecom HK Limited (GTHK)

On March 17, 2015, Globe Telecom HK Limited (GTHK) has applied for a services-based operator
license (SBO) with the Office of the Communications Authority in Hong Kong (OFCA) which was
subsequently approved on May 7, 2015. GTHK is licensed to provide a public telecommunications
service and establish and maintain a telecommunications system.

Agreements with HOOQ Digital Pte. Ltd. (HOOQ)


On February 25, 2015, Globe Telecom entered into a 5 year service and content distribution
contract with HOOQ.
Under the agreement, HOOQ will provide content to Globe Telecom, in the form of video, movies
or other form of content, which Globe Telecom may sell to its subscribers. The service may be
provided either on transaction or subscription basis. Globe Telecom shall pay a service fee for
every active subscriber in each month, or a minimum net subscriber guaranty of 257.70 million for
the first 3 contract years.
Globe Telecom also undertakes to provide advertising and promotions support at a minimum
amount of $3 million, for the first three (3) contract years. For this purpose, HOOQ granted Globe
Telecom a non-exclusive and royalty free right to use the HOOQ trade mark.

82 | S E C F O R M 1 7 - A
License agreements with Walt Disney Company (Southeast Asia) Pte. Limited (Disney)
On July 1, 2015, Globe Telecom and Disney entered into a several license agreements for a period
of five (5) years. Under the agreements, Globe Telecom is granted the right to market, reproduce
and distribute Disneys products to the public through its distribution channels. In consideration,
Globe Telecom agreed to pay royalty of fifty percent (50%) of its net revenues, with minimum
commitment guarantee amounting to US$48.41 million including a guaranteed non-returnable, non-
refundable advance on a quarterly basis amounting to US$0.17 million. As of December 31, 2015,
the total amount accrued under general, selling and administrative line item in the condensed
consolidated statement of comprehensive income amounted to US$0.62 million.

Agreements with Huawei International, Pte. Ltd.


In 2014, Globe Telecom and Innove engaged Huawei for a period of ten (10) years to perform the
design, engineering, manufacture, assembly and delivery of certain equipment and all its ancillary
equipment and related software and documentation, and to provide services, including subsequent
training and technical support, in an end-to-end full-turn key outcome based technical solution.
Globe Telecom is spending a total of 1,911.46 million for the services and US$92.32 million for
the equipment.

Agreements with Spotify AB (Spotify)


On March 13, 2014, Globe Telecom entered into a 2 year service agreement with Spotify to provide
ad-free desktop, portable music streaming and conditional download service. During the term,
Globe Telecom shall spend US$2.25 million worth of advertising budget and at least US$400,000
in purchasing in-client advertising inventory from Spotify. For each month of the term, Globe
Telecom shall pay an amount equal to the monthly fees which includes hard bundle fee, soft bundle
fee and standalone subscription fee. In addition, Globe Telecom commits to pay a total minimum
guarantee of US$1.75 million which shall be recouped against the actual fees paid and payable for
the service subscriptions. Total payments net of revenue share amounted to 33.77 million and
65.28 million for the period ended December 31, 2015 and 2014, respectively.

4. Seasonal Aspects that have a material effect on the FS

No seasonal aspects that have a material effect on the financial statements.

83 | S E C F O R M 1 7 - A
For The Financial Year Ended 2014

GROUP FINANCIAL HIGHLIGHTS

Globe Group
For the Year Ended

31-Dec 31-Dec YoY


Results of Operations (Php Mn)
2014 2013 Change
(%)
Net Operating Revenues .... 103,236 95,141 9%
Service Revenues... 99,025 90,500 9%
Mobile ..... 78,069 72,764 7%
Broadband.... 12,687 10,440 22%
Fixed line Data..... 5,480 4,691 17%
Fixed line Voice . 2,789 2,605 7%
Non-Service Revenues.. 4,211 4,641 -9%
Costs and Expenses ... 63,965 58,627 9%
Cost of Sales 10,661 9,953 7%
Operating Expenses .. 53,304 48,674 10%
EBITDA 39,271 36,514 8%
EBITDA Margin.. 40% 40%
Depreciation 18,123 27,478 -34%
Affected by network modernization.. 1,623 9,066 -82%
Others 16,500 18,412 -10%
EBIT . 21,148 9,036 134%
EBIT Margin 21% 10%
Non-Operating Charges .... 1,765 2,172 -19%
Net Income After Tax (NIAT) .. 13,372 4,960 170%
Core Net Income 1 . 14,489 11,617 25%
1
Core net income is net income after tax (NIAT) but excluding foreign exchange and mark-to-market gains (losses), and
non-recurring items

Full year consolidated service revenues once again reached a historic-high, registering at P99.0
billion from P90.5 billion last year due to the continued positive growth of Globes mobile,
broadband, and fixed line data businesses. Mobile revenues were up by 7% to P78.1 billion from
last years P72.8 billion, still led by Globe Postpaid and the Companys mass market brand TM,
which grew by 11% and 14%, respectively. The increase in mobile revenues was supported by
the expansion in Globes mobile subscriber base, which increased 14% year-on-year to 44.0 million
from 38.5 million last year. Broadband, fixed line data and fixed line voice revenues, likewise,
posted a 22%, 17% and 7% growth as against last year's levels, respectively, as the cumulative
customer base continued to grow year-on-year, coupled with the acceptance of Globes customer-
centric product offers.

Total operating expenses and subsidy increased by 11% year-on-year to P59.8 billion from P54.0
billion, as Globe continued to re-invest gains to support the growing subscriber base and the
expansion of Globes 3G, HSPA+ and 4G network. The increase in operating expenses was driven
by higher subscriber acquisition costs, given the record-level mobile postpaid gross acquisitions in
2014. Other drivers for the increase in operating expenses were higher trade provisions, staff-costs
and services expenses.

2014 consolidated EBITDA reached a record P39.3 billion, up by 8% or P2.8 billion against last
years P36.5 billion. Full year EBITDA margin stood at 40%, which is in line with managements
earlier guidance. The overall revenue gains fully covered for the upsurge in expenses, which was
spent to support the growing subscriber base and the demand for an expanded data network.

84 | S E C F O R M 1 7 - A
Total depreciation expenses as of end-December reached P18.1 billion, 34% lower than the P27.5
billion in 2013, as bulk of the accelerated depreciation charges related to the modernization projects
were already incurred last year. Accelerated depreciation charges as of end-December of 2014
were significantly lower at P1.6 billion against the P9.1 billion incurred in 2013. Normal depreciation
of assets was likewise lower at P16.5 billion from P18.4 billion last year, as older assets were
already considered end-of-life by year-end of 2013.

Overall, total operating costs including depreciation charges, declined by 4% year-on-year to only
P77.9 billion in 2014 from P81.5 billion a year ago.

Non-operating charges declined year-on-year by 19% to P1.8 billion in 2014 from P2.2 billion last
year, driven by this years foreign exchange gain position (against the foreign exchange losses last
year), mitigating the increase in interest expenses.

Globe closed the year with a historic-high consolidated net income of P13.4 billion, almost three
times the P5.0 billion net income recorded last year. This was mainly driven by the solid EBITDA
growth, lower depreciation charges across normal course depreciation and accelerated
depreciation expenses, net forex and mark-to-market gains recognized during the period.
Excluding the non-recurring accelerated depreciation expenses and foreign exchange and mark-
to-market gains, core net income after tax reached P14.5 billion as of end-December 2014, a robust
25% improvement from the P11.6 billion in 2013.

As of end-December 2014, total cash capital expenditures stood at about P21.1 billion, 27% lower
than last year's level of P29.0 billion. To date, Globe has a total of 25,150 base stations, including
over 15,000 4G1 base stations to support the requirements of its subscribers for 2G, 3G and 4G
services. Although lower than the earlier guidance of $650 million for 2014, the shortfall was mainly
timing-driven and is expected to flow through the early parts of 2015, as acceptance of the assets
and the CAPEX programs are made.

1
Includes HSPA+, WiMax and LTE
85 | S E C F O R M 1 7 - A
GROUP OPERATING REVENUES BY SEGMENT

For the Year Ended

Operating Revenues By Businesses (Php Mn) 31-Dec 31-Dec YoY


2014 2013 Change
(%)
Mobile 81,050 76,597 6%
Service Revenues 78,069 72,764 7%
Non-Service Revenues 2,981 3,833 -22%

Fixed Line and Broadband 22,186 18,544 20%


Service Revenues *.. 20,956 17,736 18%
Non-Service Revenues 1,230 808 52%
Total Operating Revenues 103,236 95,141 9%

Globe Group ended 2014 with total operating revenues of P103.2 billion, up 9% from the P95.1 billion
recorded last year. This was driven by strong service revenue growth, which was up 9% year-on-year
to reach P99.0 billion from P90.5 billion a year ago.

Mobile service revenues, which accounted for 79% of consolidated service revenues as of end-
December, increased to P78.1 billion, up by 7% from last years level of P72.8 billion. The mobile
business continued its growth trend driven mainly by higher revenue contributions from mobile browsing
and other value-added services and voice. Likewise, growth was complemented by the strong
subscriber growth due to the sustained acquisition efforts across all three Globe brands.

The rapid growth momentum for Globes Broadband and fixed line businesses which comprise 21% of
consolidated service revenues continued in 2014 with both broadband and fixed line data growing in
double digits at 22% and 17% year-on-year, respectively. Traditional fixed voice revenues likewise,
continued its positive year-on-year growth of 7%. Broadband revenues stood at P12.7 billion as of the
end of December this year from P10.4 billion last year. Globe ended the year with 2.8 million broadband
subscribers, up by 37% from 2013. The sustained subscriber growth was driven mainly by the
availability of compelling offers with varying internet speeds that best fit the customers budget, needs,
and lifestyle.

Mobile non-service revenues declined year-on-year by 22%. Fixed line and broadband non-service
revenues, however showed an increase compared to the previous year by 52% on the back of strong
broadband acquisitions.

86 | S E C F O R M 1 7 - A
MOBILE BUSINESS

For the Year Ended

31-Dec 31-Dec YoY


Mobile Service Revenues (Php Mn)
2014 2013 Change
(%)
Service
Voice
1.... 34,684 32,367 7%
SMS2...... 29,079 28,794 1%
Mobile Browsing and Other Data3. 14,306 11,603 23%
Mobile Service Revenues
*.. 78,069 72,764 7%
1
Mobile voice service revenues include the following:

f) Prorated monthly service fees on consumable minutes of postpaid plans;


g) Subscription fees on unlimited and bucket voice promotions including the expiration of the unused value of
denomination loaded;
h) Charges for intra-network and outbound calls in excess of the consumable minutes for various Globe Postpaid plans,
including currency exchange rate adjustments, or CERA, net of loyalty discounts credited to subscriber billings; and
i) Airtime fees for intra network and outbound calls recognized upon the earlier of actual usage of the airtime value or
expiration of the unused value of the prepaid reload denomination (for Globe Prepaid and TM) which occurs between 3
and 120 days after activation depending on the prepaid value reloaded by the subscriber net of (i) bonus credits and (ii)
prepaid reload discounts; and revenues generated from inbound international and national long distance calls and
international roaming calls; and
j) Mobile service revenues of GTI.

Revenues from (a) to (e) are reduced by any payouts to content providers.
2
Mobile SMS revenues consist of local and international revenues from value-added services such as inbound and outbound
SMS and MMS, infotext, and subscription fees on unlimited and bucket prepaid SMS services, net of any interconnection or
settlement payouts to international and local carriers and content providers.
3
Mobile browsing and other data service revenues consist of local and international revenues from value-added services such
as mobile internet browsing and content downloading, mobile commerce services, other add-on VAS, and service revenues of
GXI and EGG, net of any interconnection or settlement payouts to international and local carriers and content providers.

Mobile Voice

Mobile voice revenues, which accounted for 44% of total mobile service revenues, posted a year-on-
year increase of 7% given the continued popularity of unlimited and bulk domestic voice subscriptions,
offsetting the declines in domestic pay-per-use voice and international voice services. Against the third
quarter, mobile voice revenues, likewise, registered a 5% increase, an effect driven primarily by
seasonality.

Globe remains the only operator in the country that offers per-second voice charging with Globes Super
Sakto Calls and TMs Sulit Segundo which allow subscribers to make a local call for only P0.15 per
second. The Company continues to provide attractive and affordable bulk voice offers such as Tawag
236 for 20-minute consumable calls for only P20 for Globe Postpaid and Globe Prepaid subscribers
and TMs TodoTawag 15/15 service for 15-minute on-net call for only P15. TM subscribers may also
subscribe to SuliTawag for only P5 for 3-minute Globe and TM network calls and TM Dagdag Call worth
P5 which is an add-on service to subscribers registered to TMs text promotions that provides 3-minute
on-net calls. Likewise, GoCall100 was made available via GoSakto which provide Globe Prepaid
subscribers 500 minutes of on-net calls to Globe/TM for only P100 for 7 days. Also, TM launched during
the first quarter of 2014, UNLICALL15 which gives its subscribers unlimited call to all Globe and TM
subscribers for as low as P15 valid for 1 day. Globe Prepaid on the other hand, launched during the
second quarter of 2014, GoUnli20 which offers unlimited calls to Globe and TM, 20 texts to all networks,
and 15MB of mobile data, good for 1 day.

Meanwhile, for Filipinos who wish to stay connected with their loved ones abroad, Globe continues to
offer its pioneering per-second charging for international voice calls, IDD Sakto Calls for both Globe

87 | S E C F O R M 1 7 - A
Postpaid and Globe Prepaid subscribers. Globe Prepaids GoTipIDD service remains to be the lowest
per-minute IDD rates in the market. In addition, Globe also provides a bucket IDD service to popular
and selected overseas destinations with its IDD Tingi promotion, while offering its TipIDD card at various
Globe distribution channels. The Companys international voice services also include Super IDD, an
unlimited call service for 24 hours to select destinations worldwide, and Globe Duo International, which
provides registered Globe Postpaid and Globe Prepaid subscribers with virtual US landline numbers
which they can use to communicate with their loved ones in the USA. Families and friends in the USA
in turn may call their loved ones back in the Philippines and be charged at domestic US rates. This
service was further expanded to cover Korea, Canada and UK with the launch of Globe DUO Korea,
Globe DUO Canada and Globe DUO UK where it assigns a Korean, Canadian or UK number to a
Globe/TM mobile number in the Philippines which subscribers may use to call friends and loved ones
in Korea, Canada and UK directly while enjoying local (Korea/Canada/UK) domestic calling rates. In
the same manner, incoming calls from Korea, Canada and UK to Duo numbers registered in the
Philippines are also charged at local Korean, Canadian and UK rates. Globe Duo Korea, Globe Duo
Canada and Globe Duo UK are available to Globe Postpaid, Globe Prepaid, and TM subscribers. In
addition during the last quarter of 2013, TM launched TipIDD30 which offer four (4) minutes of
international calls to Saudi, UAE, Kuwait, Bahrain, Italy, UK, Australia and Japan for only P30 a day. In
2014, Globe Duo International was further expanded to include Japan and Spain with the launch of Duo
Japan in the first quarter and Duo Spain in the second quarter which allows calls from Japan or Spain
to the Philippines, via a Japanese and Spain number assigned to a Globe or TM mobile number, to be
charged on local rates.

The Company also provides its subscribers with the best possible mix of voice, SMS, and mobile
browsing services through its combo packages. For Globe Prepaid, subscribers have the choice to
avail of All-Unli Trio60, SuperUnliAllTxt 25, SuperAll Txt 20, Super Combo 20 and All Net Combo.
Another option that Globe Prepaid subscribers may choose to avail of is GoUnli, which provides
unlimited SMS to all networks as well as unlimited on-net calls, and unlimited use of Facebook. The
Company likewise offers Immortal Trio to Globe Prepaid subscribers to allow 50 on-net SMS, 5 all-
network texts and 5 minutes of on-net calls for only P25 per subscription. Globe Prepaid subscribers
also have the option to subscribe to UnliTingi to get unlimited all-network texts, unlimited on-net calls,
and unlimited mobile browsing valid for 1 hour for only P5. SuperUnli, which allows unlimited calls and
SMS within the Globe and TM networks, is also available for one day subscription for Globe Prepaid
subscribers for only P25. Another industry-shaking innovation from Globe Prepaid is the launch of
GoSakto in 2013 which empowers the subscribers and gives them the flexibility to tailor-fit their prepaid
promo based on their calling, texting and surfing needs for the day, week or month. On top of this,
subscribers can even name the offer they created and share it among their friends on Facebook to
allow their friends to register to the same promo. Additionally, Globe, in partnership with Viber, launched
several value-for-money service offerings in order to give its Globe Prepaid subscribers a richer mobile
experience. GoUnli25, which offers the all-time favorite unlimited on-net voice and texts was made
even better with free unlimited Viber Chat offered at the same price of P25. Likewise, Globe Prepaids
GoUnli30 which allows unlimited all-network SMS, unlimited on-net call and unlimited Facebook valid
for a day was further improved during the third quarter of 2013 to include the best Chat Apps for the
same price of P30. Globe Prepaid subscribers can call their friends abroad using Viber, enjoy real-time
IM conversations via FB Messenger, send cute, animated stickers using Kakao, and even leave
personalized walkie-talkie voice messages using WeChat! Other chat apps like Whatsapp, Line and
GMessage can also be used for free with NO WIFI needed. In second quarter of 2014, The GoUnli25
was re-launched giving unlimited texts and calls to Globe/TM, unlimited Facebook, plus a choice of one
free app (from the following: twitter, instagram, google, yahoo, viber, foursquare) still at P25/day.
However, this same offer was further improved during the third quarter, to offer unlimited text to all
networks versus previous offer of on-net texts only, plus unlimited calls to Globe and TM and free Viber
for the same price of P25 per day.

For TM on the other hand, subscribers can choose from a wide array of unlimited and bucket offers
which will best fit their budget and lifestyle. Among the Unlimited Promo, TM subscribers can avail of
UnliCombo for as low as P15 for 1 day if they want to get unlimited on-net calls from 11PM to 6AM the
following day and unlimited on-net SMS for 24 hours. Alternatively, they can subscribe to UnliCombo20
if they want to get unlimited on-net calls from 10 PM to 5 PM the following day and unlimited on-net
SMS for 24 hours. Subscribers may also opt to choose a 2-day unlimited on-net SMS with Astigtxt15.
Bucket text and call services are likewise available for as low as P10 for an unlimited on-net SMS and
bulk on-net voice calls with AstigCombo10. Astigcombo15 is also available which gives unlimited on-
net texts and 30 minutes on-net calls for P15 a day. TM subscribers may avail of Combo15 to get

88 | S E C F O R M 1 7 - A
unlimited on-net SMS, 50 all-network text service, and 10 consumable minutes within the TM and Globe
networks for 2 days as well as Combo20 which offer unlimited on-net texts to Globe/TM plus 50 All-net
texts and 20 minutes calls to Globe/TM for only P20. Unlicombo20 was likewise introduced during the
second quarter of 2014, which provides unlimited texts to TM/Globe subscribers for 24 hours plus
unlimited calls to TM/Globe subscribers from 10 PM to 5 PM the following day. On top of this, TM
subscribers can now extend for another 24 hours their favorite TM promo for only P5.

Mobile SMS

Mobile SMS revenues, which accounted for 37% of total mobile service revenues, closed the year at
P29.1 billion, 1% above from P28.8 billion of end 2013, driven by the continued popularity of bucket and
unlimited promotions offsetting the declines in regular SMS and international SMS. On a sequential
basis, mobile SMS revenues improved by 4% quarter-on-quarter.

Globe showcases a comprehensive line up of mobile SMS services ranging from unlimited and bucket
text services to combo voice, SMS and surf promotions. Globe continues to provide its prepaid
subscribers with all-day unlimited on-net SMS with UnliTxt and AstigTxt, respectively. Globe Postpaid
and Globe Prepaid subscribers may get 30 days of unlimited on-net text service by subscribing to
SuperTxt. TM subscribers can likewise subscribe to other variants of the AstigTxt offering for unlimited
on-net SMS valid for 2 days, 3 days, or 5 days. For on-net bucket SMS offers, Globe continues to
provide SuliTxt which allows 100 and 25 text messages for a single day subscription. The Company
also offers all-network text services such as My SuperTxt All, an unlimited text service for 30 days
available for postpaid subscribers and UnliTxtAll20 for a 1-day unlimited SMS to all networks for TM
subscribers. All network bucket text services are likewise available with Globe Prepaids SuperAllTxt
for 250 SMS and TMs AstigTxtAll for 150 SMS, both valid for a day. Meanwhile, in response to the
markets clamor for prepaid offers with longer validity periods, Globe Prepaid likewise introduced via
GoSakto GoUnlitxt49 which offer its subscribers unlimited on-net texts to Globe/TM for only P49. TM
subscribers may avail of Combo10 and Combo15 to get unlimited on-net SMS, 50 all-network text, and
10 consumable minutes to TM and Globe subscribers. Likewise, AstigItxt20 was introduced in the
market during the last quarter of 2013 which gives TM subscribers 30 international and all-network texts
for only P20 valid for 1 day. In 2014, TM introduced UNLIALLNET10 which provides its subscribers
with unlimited texts to all networks for P10 a day. In addition, Globe Prepaid also introduced
GoTXT19Plus which gives its subscribers unlimited texts to all networks, 20 minutes of calls to
Globe/TM, and 15MB of mobile internet for only 19 pesos. Dagdagtxt for additional 100 all-network
texts added to an UnliCall promo for only P5 a day was likewise launched by TM during the period.
With TMs continued dedication of giving its subscribers more wonderful offers, TM introduced
UNLITXT10 (T10) during the third period of 2014 which provides unlimited texts to TM/Globe
subscribers for two (2) days for only P10. Also, for just a minimal price of P5, TM subscribers may opt
to add to the UNLITXT10 promo 15 minutes of calls to TM/Globe or unlimited text to TM/Globe to the
UNLITAWAG15 promo.

Mobile Browsing and Other Data

Mobile browsing & other data revenues, which accounted for 18% of total mobile service revenues
increased to P14.3 billion as of end 2014, up 23% from P11.6 billion of 2013. On a sequential basis,
mobile browsing & other data revenues increased by 2% compared to prior quarter. The sustained
positive growth in revenues was mostly driven by the continuous demand for data services, the
popularity of data-driven products and applications, and the continuing shift among consumers to a
digital lifestyle. This was further boosted by the increased pervasiveness of Globes 3G, HSPA+ and
LTE networks and the proliferation of data-enabled smartphones. The overwhelming success of the
Free Facebook campaigns launched in November 2013 to April 2014 and re-launched in October
2014 to November 2014 -- helped spur the revenue growth and boost mobile browsing habit among
Globes subscribers.

Globes mobile browsing services include consumable mobile browsing for as low as P15 for 1 hour
with Prepaid Power Surf for its Globe Prepaid and TM subscribers. Prepaid and Postpaid subscribers
can avail of different Power Surf variants: 50MB for only P99, 300 MB for only P299 and 1GB for only
P499. All Power Surf plans are automatically bundled with the Globe No Bill Shock Guarantee, so
subscribes who exceed their monthly MB allocations will never pay more than P999. For unlimited
access to Facebook, Super Facebook and TM Astig Facebook are available for only P10 a day for its
Globe Prepaid and TM subscribers. Meanwhile, Globe and TM Prepaid subscribers who want a full

89 | S E C F O R M 1 7 - A
Viber experience with unlimited high-definition voice calls and unlimited chat can avail of Viber20 for
P20 a day and those who want unlimited Viber chat only can either avail of Viber10, a one day variant
for only P10 or Viber30 for five days unlimited Viber chat for P30. Prepaid subscribers who just want
unlimited access to messaging applications (Viber, Whatsapp, Line, FB Messenger, Kakao etc.) may
opt to register to Unlichat25 for only P25. In the second quarter of 2014, the GoSurf with Spotify
consumable internet variants was also made available to the TM subscribers for as low as P10 per day.
TM likewise, introduced P2 Facebook promo to all TM subscribers during the second quarter of 2014,
which allows those registered to selected TM offers (Astigtxt, astigcombo, sulitxt or any GoSurf variants)
to avail of the unlimited Facebook for only P2.

The Company likewise spearheaded the shift from unlimited time-based data plans to volume-based
consumable plans, geared towards improving the mobile data experience of its subscribers and ensures
the most appropriate pricing of data. Instead of unlimited mobile internet SuperSurf, Globe and TM
subscribers can choose from a variety of GoSurf consumable data plans, ranging from P15 for 20 MB
to P2,499 for 15 GB per month. With every GoSurf data plan, subscribers can get free access to Spotify,
one of the worlds most popular music streaming services, to stream music all day, listen to their favorite
songs and create playlists from Spotifys 30 million songs and share them with the world anytime,
anywhere. Subscribers who register to GoSURF99 and below get free music streaming on Spotify
Basic, while those who register to GoSURF299 and above get free music streaming on Spotify
Premium. With a Spotify Premium account, users can enjoy ad-free listening experience, play any song
on-demand, listen to the highest audio quality, and download music and listen even on offline mode.

To seed mobile browsing habit among our subscribers, the Company gave all its subscribers (Globe
Postpaid, Globe Prepaid, and TM) free mobile phone access to Facebook from October 31, 2013 to
April 30, 2014. A milestone in the Philippine telecommunications industry, Globe worked closely with
Facebook to enable customer experience innovations for the best free Facebook offer (users can post,
like, comment, chat, add friends, upload photos, share posts, and more on Facebook) without the need
for Wi-Fi. This campaign is in line with Globes strategy to bring more people online and overcome the
fear of using mobile internet, and increase the habit of mobile browsing and surfing over Globes
improved 3G, HSPA+ and LTE networks. Globe has since re-launched the said offer twice for a two-
month period starting October 2014 to November 2014 and for a one-month period in January 2015 to
February 2015; the last promotion was further enhanced by including free access to Viber, one of the
most popular messaging applications among Globe subscribers.

The Company likewise, made purchasing on Google Play Store easier and more convenient.
Progressively rolled out since August 20, 2014, Globe Postpaid, Prepaid and TM customers now have
the ability to purchase any application or in-app item on the Google Play Store and charge the cost
directly to either their prepaid load or postpaid bill, bypassing the need for credit cards and enhancing
the convenience for Globe customers.

In addition, Globe launched Piso Videos to provide Globe and TM subscribers access to videos on
their cellphones for as low as P1 per video. Subscribers can access the service by simply texting
PISO to 8888 or visit http://m.pisomall.com.ph for free.

In another pioneering effort, Globe announced during the latter part of 2014 its comprehensive and
multi-year partnership with the National Basketball Association (NBA). With the partnership, Globe, TM
and Tattoo subscribers can enjoy NBA-related promotions and premium content and access new and
unique product offerings from the NBA like the recent launch of the Globe-NBA Raffle Promo giving
all Globe/Tattoo Prepaid, Globe/Tattoo Postpaid, TM, and/or Tattoo@Home customers who have
availed of any featured Globe-NBA promo from December 1, 2014 to March 15, 2015 a chance to earn
raffle entries to get a chance to watch their favorite NBA teams live.

Meanwhile, GoSURF50 was also launched during the last quarter of 2014, giving its subscribers 250
MB of mobile internet for three (3) days for only P50, plus an extra 50 MB solely for NBA Game Time,
Wattpad, and Piso Mall and 400 MB of Spotify Basic.

90 | S E C F O R M 1 7 - A
The key drivers for the mobile business are set out in the table below:

For the Year Ended


31-Dec 31-Dec YoY
Change
2014 2013 (%)
Cumulative Subscribers (or SIMs) Net (End of period).. 44,040,844 38,475,130 14%
Globe Postpaid 1. 2,262,257 2,025,538 12%

Prepaid .... 41,778,587 36,449,592 15%


Globe Prepaid 19,281,720 17,836,441 8%
TM 22,496,867 18,613,151 21%

Net Subscriber (or SIM) Additions... 5,565,714 5,356,095 4%


Globe Postpaid . . 236,719 291,070 -19%

Prepaid .... 5,328,995 5,065,025 5%


Globe Prepaid 1,445,279 1,396,299 4%
TM 3,883,716 3,668,726 6%

Average Revenue Per Subscriber (ARPU)


ARPU 2
Globe Postpaid 1,164 1,199 -3%

Prepaid
Globe Prepaid.. 130 141 -8%
TM.. 79 85 -7%

Subscriber Acquisition Cost (SAC)


Globe Postpaid.... 8,700 7,473 16%

Prepaid
Globe Prepaid.. 26 40 -35%
TM.. 14 27 -48%
Average Monthly Churn Rate (%)
Globe Postpaid 2.3% 1.9%

Prepaid
Globe Prepaid.. 6.4% 5.7%
TM.. 7.0% 6.6%
1
As of 4Q 2014, Globe had a total of 2.75 million wireless postpaid subscribers which include 2.26 million mobile telephony
and 0.49 million wireless broadband customers. This is higher compared to the 2.63 million wireless postpaid subscribers
as of 3Q 2014. Mobile telephony revenues are reflected under Mobile Service Revenues while wireless broadband
revenues are included under Broadband.
2
ARPU is computed by dividing recurring gross service revenues (gross of interconnect expenses) segment by the average
number of the segments subscribers and then dividing the quotient by the number of months in the period.

Globe closed the year with a total mobile subscriber base of 44.0 million, up 14% from 38.5 million
subscribers last year. Fourth quarters gross subscriber acquisitions registered a quarterly-high of 10.1
million subscribers, 14% higher than last quarter, driven by the record acquisitions of the Companys
prepaid (Globe Prepaid) and mass market brands (TM). Combined, Globe Prepaid and TM gross
acquisitions comprised 98% of acquired SIMs during the period. Postpaid gross acquisition in the fourth
quarter was the second highest acquisition for the year, coming from the third quarters record-level
gross additions. The increase in gross additions was boosted in part by the competitive promotions
launched during the quarter, including the two-month Free Facebook campaign, which covered the
periods from October 3 to November 30. Despite the elevated churn rate as of end December of 2014
of 6.46% from 5.95% of 2013, full year net incremental subscribers posted a 4% year-on-year increase
from 5.4 million in 2013 to 5.6 million net additions this period.

91 | S E C F O R M 1 7 - A
The succeeding sections cover the key segments and brands of the mobile business Globe Postpaid,
Globe Prepaid and TM.

Globe Postpaid

Globe Postpaid maintained its leadership on this segment of the market with the continued growth in
acquisitions throughout the year, closing 2014 with nearly 2.3 million subscribers from 2.0 million last
year. The continued success of the fully customizable postpaid plans bundled with the latest devices
from Apple and Samsung, plus the recent launch of the Lifestyle bundles, which gives the subscriber
a better choice for their mobile internet requirements, helped improve gross additions to reach 835,290
as of full year 2014, 17% higher than 711,190 a year ago. Full year net incremental postpaid
subscribers stood at 236,719, 19% lower than 2013 level of 291,070, due to the elevated level of churn
in the second quarter of 2014. During the said quarter, Globe disconnected approximately 71 thousand
customers that were affected by Globes migration into its new billing system in March last year, and
those affected by typhoon Yolanda that hit the Southern Philippines in the latter part of 2013.

In line with the strategy to grow the postpaid business, Globe Postpaid successfully launched the new
iPhone 6 and iPhone 6 Plus last November 2014. Given its long-standing partnership with Apple, the
Company was able to provide a complete suite of compelling offers and exclusive privileges for a total
digital experience for Philippine consumers. The iPhone 6 (16GB) was made available at Plan 1299
with P800 monthly cashout good for 24 months, while the iPhone 6 Plus (16GB) was offered at Plan
1299 with P1,000 monthly cashout also for 24 months, payable through major credit cards at 0%
interest. Both plan offers come with 3GB of GoSURF mobile data monthly, Photo Bundle for unlimited
access to Instagram, Photo Repost, Photo Grid, and Instasize, 20 minutes of calls to all networks, 400
texts to all networks, free 3 months of access to Spotify Premium, and free Gadget Care coverage for
1 month. Alongside its launch, Globe Postpaid brought back its highly-successful Reset Program, a
Globe-first, which allows existing postpaid customers to renew or extend their existing account to get
the iPhone 6 or iPhone 6 Plus. This means that if a subscriber's 24-month contract is still not up for
renewal to get a new device, a corresponding "reset fee" can be settled to get the latest device under
the same postpaid line. The reset program was made available until December 31, 2014.

Meanwhile, the Company introduced more ways to customize the Globe Postpaid plans with the
Lifestyle Bundles, which provide mobile internet offers for Globe Postpaid for as low as 99 pesos for 30
days. Lifestyle Bundles are designed for those who access just a few apps or sites specific to their
needs at work, school, or their interests and hobbies. It also comes with additional freebies like free
exclusive in-app stickers, special photo app filters, discounts at specialty shops, vouchers and more.
The Lifestyle bundle can be availed for as low as Plan 299, giving subscribers options to access different
bundles, such as the Navigation Bundle, Chat Bundle, Photo Bundle, Work Bundle, Shopping Bundle.

Globe Postpaid ARPU of P1,164 was 3% lower than last years P1,199.

Globe Postpaid subscriber acquisition cost (SAC) increased year-on-year by 16% from last years
P7,473 to P8,700 as of end 2014, due to the changing mix of the plans, where a growing portion of the
gross additions came from plans with mid- to high monthly service fees. This was likewise boosted by
the launch of iPhone 6/6 Plus and Samsung Note 4 during the fourth quarter. On a quarterly basis,
Globe Postpaid SAC increased by 37% to P9,602 from P7,004 in the third quarter of the year following
the launch of the iPhone 6/6 Plus and Samsung Note 4 during the last quarter. Globe Postpaid SAC,
either on a year-to-date basis or on a quarterly basis, remained recoverable within the 24-month
contract period

Prepaid

Globes prepaid segment, which includes the Globe Prepaid and TM brands, accounts for 95% of its
total mobile subscriber base. As of end-December 2014, cumulative prepaid subscribers stood at about
41.8 million, 15% better than last years level of 36.4 million.

A prepaid subscriber is recognized upon the activation and use of a new SIM card. The subscriber is
provided with 60 days (first expiry) to utilize the preloaded SMS value. If the subscriber does not reload
prepaid credits within the first expiry period, the subscriber retains the use of the mobile number but is
only entitled to receive incoming voice calls and text messages for another 120 days (second expiry).

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The second expiry is 120 days from the date of the first expiry. However, if the subscriber does not
reload prepaid credits within the second expiry period, the account is permanently disconnected and
considered part of churn. The first expiry periods of reloads vary depending on the denominations,
ranging from 3 days for P10 and lower to 60 days for load ranging from P150 P250 to maximum of
120 days for over P300 reloads. The first expiry is reset based on the longest expiry period among
current and previous reloads. Under this policy, subscribers are included in the subscriber count until
churned.

In 2009, the National Telecommunications Commission (NTC) published Memorandum Circular 03-07-
2009 which promulgates the extension of the validity periods of prepaid reloads effective July 19, 2009.
Under the new pronouncement, the first expiry periods now range from 3 days for P10 or below to 120
days for reloads amounting to P300 and above. The second expiry remains at 120 days from the date
of the new first expiry periods.

The succeeding sections discuss the performance of the Globe Prepaid and TM brands in more detail.

a. Globe Prepaid

Globe Prepaid gross acquisitions substantially increased by 17% or 623,741 new SIMs in the fourth
quarter against the 3.7 million gross additions in the previous quarter, bringing the full year gross
additions in 2014 to reach 15.9 million or 20% higher than 2013 level of 13.2 million. This was mainly
driven by strong acquisition campaigns, sustained market-relevant promotions and the successful Free
Facebook campaign during several months of the year. Despite the elevated churn in 2014 of 6.37%
vs. 5.75% in 2013, full year net incremental subscribers improved by 4% to 1,445,279 from 1,396,299
in 2013. The increased churn in the second half of 2014 was anticipated, due to the disconnection of
non-paying customers who took advantage of the free Facebook campaign during the first four months
of the year.

In the fourth quarter of 2014, Globe Prepaid, introduced another first for prepaid customers when it
launched the affordable gadget bundles beyond its customizable prepaid promos dubbed Globe
Prepaid GoGadgets. Now prepaid subscribers can upgrade to a smartphone at a discount (ranging
from P1,699 to P7,899), and get their money back with every subscription to a GoGadgets promo until
the phone they purchased is almost free. GoGadgets also gives its customers the freedom to choose
their preferred prepaid promo (combos that include either unlimited texts to all networks with some
minutes of on-net voice and MBs of data, or unlimited intra calls with intra texts and MBs of data) with
option to avail of a 7, 15 or 30-day validity. Globe Prepaid customers can also select from among a
6, 12, 18 or 24-month registration period. There will be rebates per promo registration, and the total
rebate that the customer can avail of will depend on the commitment period the customer will select
(the longer the commitment period, the bigger the rebate). Promo period is from November 6, 2014
March 31, 2015. Meanwhile, GoSURF50 was also launched during the period, giving its subscribers
250 MB of mobile internet for three (3) days for only P50, plus an extra 50 MB solely for NBA Game
Time, Wattpad, and Piso Mall and 400 MB of Spotify Basic.

Globe Prepaid ARPU declined by 8% year-on-year resulting from the revenue dilution from unlimited
and bucket service offerings as well as the inclusion of non-paying or low-denomination subscribers
who took advantage of the Free Facebook promotion offered during the year. However, compared to
previous quarter, Globe Prepaid ARPU improved by 3% to P132 from P128 in the third quarter of the
2014. Globe Prepaid SAC, on the other hand, were significantly lower than last year. Against last
quarter, Globe Prepaid SAC increased by 48% due to higher ads and promo spending coupled with
increase in commissions. Globe Prepaid SAC remained recoverable within a months ARPU.

b. TM

TM on the other hand, generated its highest gross acquisitions for the year achieving a record high of
5.6 million new SIMs or 12% better than previous quarter level of 5.0 million and even higher than its
previous best of 5.4 million in the second quarter of 2014. Similar to Globe Prepaid, the free Facebook
promo boosted the fourth quarter acquisition and TMs ramp-up in project executions during the year in
order to match competition acquisition efforts. This brings the full year total gross additions to reach
21.1 million, up 24% from nearly 17 million in 2013. TMs sustained growth momentum was boosted
by the different value-for-money product launches throughout the year. Coming from the very strong

93 | S E C F O R M 1 7 - A
acquisition, even with the elevated churn rates as of end December 2014, full year net incremental
subscribers still improved by 6% from 3.7 million in 2013 to 3.9 million in 2014.

During the last quarter of the year, registration to any TM promo allows its subscribers to enjoy free all-
day surfing to Wattpad up to 30MB per day, by simply texting Free Wattpad to 8888.

TM ARPU was down by 7% year-on-year with the continued shift from regular pay-as-you-use service
to unlimited and value offers. TM SAC, however, was down by 48% year-on-year while higher by 55%
quarter-on-quarter. TM SAC remained recoverable within a months ARPU.

GCash
GCash continues to establish its presence in the mobile commerce industry. GCashs initial thrust
towards money-transfers, purchase of goods and services from retail outlets, and sending and
receiving domestic and international remittances has spurred alliances in the field of mobile
commerce.

Today, GCash allows Globe and TM subscribers to pay or transact for the following using their mobile
phone:

domestic and international remittances


utility bills
interest and amortization of loans
insurance premiums
donations to various institutions and organizations
sales commissions and payroll disbursements
school tuition fees
micro tax payments and business registration
electronic loads and pins
online purchases
airline tickets

In addition to the above transactions, GCash is also used as a wholesale payment facility. In 2011,
Globe increased the number of establishments that offer GCash as an alternative and efficient payment
mode. Quick Delivery tapped GCash to be its newest payment mode to make it easier, safer and more
convenient to order food from Metro Manilas top restaurants, specialty stores, and even wine
merchants. The largest local chain of movie theaters, SM Cinema, was able to launch the first mobile
ticketing service in the country through GCash, allowing moviegoers to purchase tickets online, pay via
GCash, and redeem movie tickets at the cinemas using their mobile phones.

In October 2010, Globe launched the GCash Card, the countrys first customizable ATM card linked to
a mobile wallet. This gives subscribers 24/7 access to GCash and allows them to withdraw funds via
any of the Bancnet, Megalink, ExpressNet or Encash Automated Teller Machines (ATMs) nationwide.
In addition, the GCash Card is the only customizable ATM Card in the country where subscribers can
make their own personalized ATM card design or choose from a variety of design templates.

In 2011, GCash further strengthened its presence in the mobile money transfer business by establishing
partnerships with various institutions. Globe partnered with Ericsson to integrate GCash into the new
Ericsson Money Services making GCash one of the first partners for this innovative end-to-end mobile
money solution. The Company also inked a partnership with US-based IDT Corporation which will
enable GXI to strengthen its GCash Remits international remittance service by facilitating connectivity
between traditional money transfer operators and GCash utilizing IDTs economical corridor routing,
transaction settlement and foreign currency exchange services. Globe, through GXI, also partnered
with Japans SOFTBANK Corp. through its subsidiary SBPS for an affordable, convenient, and secure
remittance service that will allow Filipinos living and working in Japan to remit money to the Philippines
via the GCash platform. The Company likewise set up a partnership with Xpress Money, a leading
global instant money transfer brand, to further extend the latters strong payout network in the
Philippines. With this tie-up, beneficiaries of Xpress Money Cash Pick Up remittances can now claim
their money from the network of GCash Remit outlets nationwide.

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In 2012, Globe launched GCash PowerPay+ to provide an additional channel to facilitate mobile
transactions. GCash PowerPay+ is a funds disbursement service linked to a Globe or TM SIM and
comes with an optional insurance coverage. With GCash PowerPay+,users enjoy mobile money
services like sending money, buying Globe or TM airtime load with a 10% rebate, and paying bills at
the speed of a text message without the need to cash-in to ones GCash account. It also allows 24/7
withdrawal from any of the Automated Teller Machines (ATMs) nationwide, cashless shopping through
Megalink, BancNet and ExpressNet point of sale and financial assistance for accidental death and burial
assistance, life cover, residential fire, and ATM theft. Globe has also launched GCash Remit Service
to provide mobile subscribers a quick, affordable and convenient way to send and receive domestic and
international remittances.

Meanwhile, for electronic banking services, GCash secured a partnership with Philippine Savings Bank
(PSBank), the thrift banking arm of the Metrobank Group, to enhance its electronic banking channels.
Through GCash, PSBank accountholders can do various financial transactions such as payments,
account inquiries and reloading from their PSBank account to their enrolled GCash wallet and vice-
versa. In the same manner, Globe partnered with UnionBank of the Philippines (UnionBank) for its
eMoneyXchange service that will allow customers to link their UnionBank accounts to their GCash
mobile wallets enabling UnionBank clients with EON, E-Wallet, ePayCard and UnionBank regular
savings and checking accounts to transfer funds to and from their GCash wallets through their
UnionBank account via SMS.

To further complement its mobile wallet functions, Globe partnered with American Express to launch
the GCash American Express Virtual Card. The prepaid virtual card is linked to a subscribers GCash
mobile wallet and allows users to shop conveniently online from both local and international sites that
accept American Express. Further, it gives the user a personalized US shipping address to allow
delivery of purchases right at their doorstep via My Shopping Box. My Shopping Box is an online
package-forwarding service that offers cost effective shipping solutions for online shoppers and
merchants. It also provides a personalized US address where packages can be forwarded to, and
flexible shipping options by air or sea, depending on the users needs. Also, GCash American Express
Virtual Pay, allows gamers to purchase credits for their Xbox, PlayStation (plus other consoles) even if
they dont have credit cards. GCash American Express Virtual Pay offers an alternative payment
solution to gamers.

To reach out to a wider audience and complement the increased smartphone penetration, beginning
third quarter of 2012, the Company has made the GCash mobile wallet available and accessible via the
App Store and Google Play for subscribers to download the application for free.

The efficiency of GCashs mobile cash transfer system was recognized by various government agencies
and socially-oriented organizations such as DSWD (Department of Social Welfare and Development),
Simbahang Lingkod ng Bayan (SLB), and the United Nations World Food Programme (WFP). In 2011,
GCash Remit was tapped by DSWD and Land Bank of the Philippines for the distribution of the
governments Conditional Cash Transfers (CCT). A total of about P4.5 billion worth of CCT were
distributed to beneficiary families in over 9,000 barangays nationwide via its domestic cash pick-up
service. The GCash platform was also utilized by SLB, a church-based, Jesuit-led organization, as a
donation channel for its relief operations for typhoon victims. The WFP meanwhile named GCash as a
benchmark for their operations worldwide. WFP is the worlds largest humanitarian agency fighting
hunger worldwide. WFP is currently involved in the disaster relief operations for typhoon Sendong
victims in Mindanao. To improve its efficiency in delivering assistance, WFP has tapped Globe through
its GCash mobile technology platform for the fast, secure and low-cost delivery of financial assistance
to families who were severely affected by calamities. The partnership flourished with Globe providing
the necessary platform to facilitate the Cash-for-Work program and other relief and recovery operations
by the WFP. Through GCash, WFP discovered a new and efficient way of providing financial assistance
to help families restore and rebuild their lives.

On June 19, 2013, Globe achieved another milestone with its partnership with Home Development
Mutual Fund (HDMF) or the PAG-IBIG Fund to allow their over 12.6 million members to transact with
Pag-ibig via GCash, making it easy and more convenient for them to facilitate their Pag-Ibig
transactions. Pag-Ibig members can now easily pay their monthly mandatory savings and housing
loans anytime, anywhere using their GCash wallets linked to their Globe or TM phones, eliminating the
need to go to a Pag-Ibig office or an accredited payment center.

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Also, GCash can now be used to purchase load even for other mobile networks via *143#. In addition,
CitiExpress and Unilink, as new GCash express partners, started offering GCash express cards to their
customers.

Moreover, GCash, is set to expand its network service in the country by growing its user base with the
recent partnership with TORCHe Global Marketing, Inc. (TGMI), a marketing consultancy firm focused
on helping companies reach out to the widest possible consumer base through the latest technologies
in mobile commerce and advertising. GCash services that will be made available for use of TGMI
affiliates include PowerPay+ Card, Buy Load service and Gcash outlets.

During the last quarter of 2013, several initiatives on GCash were launched in order to expand its
portfolio of services including real property tax payments via GCash available in Quezon City and
Valenzuela; buy through blink coupon codes for subscribers to experience unlimited Movie and TV
show streaming; or convert Gcash to rewards points. In addition, subscribers can now also apply for
BanKO loan via GCash with low interest rate, fast approval and hassle-free loan payments. Loan credit
and collection will be through their GCashPowerPay+wallet.

In 2014, GCash may now be used at Puregold to pay for groceries, bills and for cash remittances. All
GCash subscribers and Puregold's Tindahan ni Aling Puring members composed of sari-sari store
owners, carinderia operators, food resellers, and bulk buyers can avail of any GCash service at any
Puregold outlet. These GCash services include Cash-in/Cash-out, Domestic Remittance (Send and
Receive Money), International Remittance, Bills Payment, and POS Payment. The availability of GCash
in Puregold branches is set to provide convenience to Puregold shoppers who have GCash accounts
as well as to Tindahan ni Aling Puring members in claiming their remittances, sending money within the
Philippines, and paying their bills through Puregold's Customer Service area at a Puregold branch
nearest them.

Also, Globe Charge Mobile Card Reader was likewise introduced to the market last March 27, 2014
which turns the subscribers smartphone into a credit card terminal that enables them to accept debit
and credit card payments. Powered by GXI's safe and secure platform, Globe Charge harnesses the
integration of a smartphone and an innovative mobile card reader into a mobile point-of-sale (POS) unit,
empowering small and medium businesses (SMBs) with a convenient payment device and eliminating
the need for traditional and more expensive card terminals. Globe Charge is available through Globe
myBusiness sales representatives and at Globe Stores in most SM Malls in Metro Manila, The Globe
Tower in Bonifacio Global City, Greenhills, Glorietta, and Trinoma. SMB owners can get the Globe
Charge mobile card reader for free at Plan 999, which comes with a Samsung Galaxy Win, surfing-
texting-calling combos, plus consumables.

Also, G-Xchange, Inc. (GXI) further expands its reach nationwide as it partners with Rural Net, Inc.
(RNet) during the second quarter of 2014 to help create a platform designed to grow the businesses of
rural banks, cooperatives and other agencies across the Philippines. The collaboration between GXI
and RNet is giving birth to the Philippines first 3-in-1 card called CashKO. This will deliver to the rural
banks and cooperatives industries affordable mobile phone and internet banking with ATM functionality
all powered by Globe GCash.

Also, GCash launched GCash Libre Pera Padala promo during the third quarter which allows its users
to send money free of charge. Instead of the Php1 charge for every Php100 GCash sent, GCash
registered customers can now have the money transferred for free, regardless of the amount. No need
to register! The free rate will immediately apply when you send money via GCash during the promo
period. With GCash Libre Pera Padala promo, there's a safer, convenient and practical way to take
care for your loved ones and friends. GCash Price is Right promo was likewise launched in August
until October of 2014. Guess the correct value of the Item of the Week and win. Php5 service fee will
be charged for every entry.

The GCash Mastercard is the newest reloadable prepaid card from GCash which gives its customers
another convenient and safer way to shop in retail or online stores in the Philippines or anywhere in the
world even without a credit card.

MagLoad via GCash Promo was also launched during the fourth quarter giving twenty high-transaction
GCash customers the chance to win different gadgets, entertainment systems, gift certificates and
airtime load. Additionally, several exclusive deals and tie-ups with Jaro Pawnshop, Prime Asia

96 | S E C F O R M 1 7 - A
Pawnshop and Pure Gold were done in order to push and encourage cash-in or cash-out, load and
remittance transactions during the period. Moreover, the GCash AMEX Virtual Pays annual
subscription of P250 was waived starting November 14, 2014 until December 31, 2015.

As of end-December 2014, GCash now has the largest remittance network in the country with more
than 7,700 active GCash remittance partners and 15,255 cash-in and cash-out outlets nationwide.

BPI Globe BanKo

On October 9, 2009, the Company announced that the BSP has approved the sale and transfer by
Bank of the Philippine Islands (BPI) of its shares of stock in Pilipinas Savings Bank, Inc. (PSBI) that will
result in the ownership of PSBI as follows: 40% each for BPI and Globe Telecom and 20% for Ayala
Corporation (AC). On October 23, 2009 the official name of PSBI was changed to BPI Globe BanKo,
Inc. after getting the approval of both the BSP and the Securities and Exchange Commission (SEC).
BPI Globe BanKo, Inc. is the countrys first mobile microfinance bank.

BPI Globe BanKo, Inc. opened its first branch last February 2010, and added 5 provincial branches
located in Dipolog, Dumaguete, Lucena, Naga and Tacloban. While the banks initial focus is on
wholesale lending to other microfinance institutions, it is now expanding into retail banking products and
services to include micro-savings, micro-lending, and insurance.
In 2011, BPI Globe BanKO, Inc. launched an innovative product that does not only generate healthy
financial returns, but also gives depositors an opportunity to help those in the low-income segment by
helping create a solid base for their savings and investments. Called the BanKO Social Initiative (BSI)
Deposit, the product is a passbook-based, regular savings account which pays 4.5% interest per annum
on a quarterly basis. The minimum deposit requirement is P100,000 with a hold-out period of at least
6 months. The BSI Deposit account, which does not charge depositors with documentary stamp taxes,
is also insured with the PDIC for amounts up to P500,000 per depositor.

In 2013, BPI-Globe Banko, partnered with the US Agency for International Development, in helping
rural communities gain access to formal financial services (i.e. cash in and cash out transactions, bills
payment, airtime loading, money remittance, and micro-insurance purchase) using their mobile phones.

In 2014, Globe BanKO improved the ability of BanKO customers to make cash-in and cash-out
transactions in almost all Gcash outlets nationwide, further expanding the banking of network of Globe
BanKO to complement the wider Globe BanKO network.

Globe BanKO launched during the quarter Ka-BanKO Panalo Milyonaryo Edition, where all new bank
account holders who use their accounts for any of the BanKO transactions (i.e., buy load, send money,
pay bills, buy insurance or international remittance) can win through a raffle as much as P1 million. The
promo ended last September 30, 2014.

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FIXED LINE AND BROADBAND BUSINESS

For the Year Ended


Service Revenues (Php Mn) 31-Dec 31-Dec YoY
Change
2014 2013
(%)
Service
Broadband 1.. 12,687 10,440 22%
Fixed line Data 2 5,480 4,691 17%
Fixed line Voice 3 . 2,789 2,605 7%
Fixed Line and Broadband Service Revenues................. 20,956 17,736 18%
1
Broadband service revenues consist of the following:

e) Monthly service fees of wired, fixed wireless, and fully mobile broadband data only and bundled voice and data
subscriptions;
f) Browsing revenues from all postpaid and prepaid wired, fixed mobile and fully mobile broadband packages in excess of
allocated free browsing minutes and expiration of unused value of prepaid load credits;
g) Value-added services such as games; and
h) Installation charges and other one-time fees associated with the service.
2
Fixed line data service revenues consist of the following:

e) Monthly service fees from international and domestic leased lines;


f) Other wholesale transport services;
g) Revenues from value-added services; and
h) One-time connection charges associated with the establishment of service.
3
Fixed line voice service revenues consist of the following:

f) Monthly service fees;


g) Revenues from local, international and national long distance calls made by postpaid, prepaid fixed line voice subscribers
and payphone customers, as well as broadband customers who have subscribed to data packages bundled with a voice
service. Revenues are net of prepaid and payphone call card discounts;
h) Revenues from inbound local, international and national long distance calls from other carriers terminating on Globes
network;
i) Revenues from additional landline features such as caller ID, call waiting, call forwarding, multi-calling, voice mail, duplex
and hotline numbers and other value-added features;
j) Installation charges and other one-time fees associated with the establishment of the service; and
k) Revenues from DUO and SUPERDUO (Fixed line portion) service consisting of monthly service fees for postpaid and
subscription fees for prepaid.

Broadband

For the Year Ended


31-Dec 31-Dec YoY
Change
2014 2013
(%)
Cumulative Broadband Subscribers
Wireless 1 .... 2,350,991 1,653,647 42%
Wired. 437,132 378,255 16%
Total (end of period) 2,788,123 2,031,902 37%
1
Includes fixed wireless and fully mobile broadband subscribers.

Globes Broadband segments ended 2014 with P12.7 billion, up 22% compared to 2013 as a result
of the strong growth in its customer base, which reached to nearly 2.8 million subscribers as of end-
December 2014. This remarkable revenue performance resulted from the continued aggressive
acquisitions campaigns and new competitive bundled plans launched throughout the year.

Globe continued to introduce innovative content offers and various device plays in order to remain
relevant to customers. During the fourth quarter of 2014, Tattoo Postpaid launched gadget bundle
offers with no upfront cashout and low monthly fees (Acer Iconia A1 at P749/month; Lenovo A3300
at P799/month; Samsung Tab3 7 Lite at 849/month and Lenovo Yoga at P1,099/month). All gadget
bundles come with Free three (3) months Spotify Premium subscription of 1GB data per month,
Bluetooth speaker, mobile Wi-Fi device and 1GB Globe Cloud. Likewise, Tattoo Prepaid sustained
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its best tablet bundle offers with free mobile Wi-Fi and savings as much as P1,995. Taking the next
step from 3G to LTE, Tattoo Prepaid SIM portfolio was re-launched with the new LTE Combi-SIM
(regular & micro SIM) and LTE Tri-SIM (regular, micro & nano SIM) with speeds of up to 42 Mbps
plus freebies. LTE Combi-SIM is available for only P40 with Free 50 MB worth of data + Basic Spotify
access of 200 MB, valid for one (1) day, while LTE Tri-SIM is available for only P75 with Free 250 MB
worth of data + Basic Spotify access of 400 MB, valid for three (3) days.

Fixed Line Data

Globe Group
For the Year Ended
31-Dec 31-Dec YoY
Service Revenues (Php Mn) Change
2014 2013
(%)
Fixed line Data
International .. 1,101 928 19%
Domestic .. 2,546 2,232 14%
Others 1 1,833 1,530 20%
Total Fixed line Data Service Revenues.. 5,480 4,691 17%
1
Includes revenues from value-added services such as internet, data centers and bundled services.

The fixed line data segment continued its revenue growth with P5.5 billion, 17% higher year-on-year
and 9% growth quarter-on-quarter due to the increased circuit count and increasing demand for data
connectivity among its corporate clients including those in the financial services, retail, offshoring and
outsourcing industries.

Fixed Line Voice

Globe Group
For the Year Ended
31-Dec 31-Dec YoY
Change
2014 2013
(%)
Cumulative Voice Subscribers - 762,181 594,527 28%
Net (End of period)1.....................................................
Average Revenue Per Subscriber (ARPU) 2............................. 342 335 2%
Average Monthly Churn Rate ................................. 2.02% 4.85%
1
Includes DUO and SuperDUO subscribers
2
ARPU is computed by dividing recurring gross service revenues (gross of interconnect expenses) segment by the average
number of the segments subscribers and then dividing the quotient by the number of months in the period.

Total fixed line voice revenues likewise posted growth of 7% year-on-year bringing total revenues to
close the year at P2.8 billion from the P2.6 billion in the previous year, caused primarily by the continued
popularity of bundled internet and landline plans at competitive price points.

99 | S E C F O R M 1 7 - A
OTHER GLOBE GROUP REVENUES

International Long Distance (ILD) Services

Globe Group
For the Year Ended
31-Dec 31-Dec YoY
ILD Revenues and Minutes Change
2014 2013
(%)
Total ILD Revenues (Php Mn) ... 11,100 11,957 -7%

Average Exchange rates for the period (Php to US$1) 44.348 42.188 5%

Both Globe and Innove offer ILD voice services which cover international call services between the
Philippines to more than 230 destinations with 731 roaming partners. This service generates revenues
from both inbound and outbound international call traffic, with pricing based on agreed international
termination rates for inbound traffic revenues and NTC-approved ILD rates for outbound traffic
revenues.

On a consolidated basis, ILD voice revenues from the mobile and fixed line businesses declined year
on year by 7%, driven by the continuously decline in ILD traffic, which is consistent with global trends
which was mainly affected by the internet-based free call & text applications.

To mitigate the decline, Globe sustained its promotion on OFW SIM packs and the discounted call rate
offers such as IDD Sakto Calls (per-second IDD), TipIDD card, and IDD Tingi the first bulk IDD service
which can be purchased via registration and through AMAX retailers nationwide. This is available in
two denominations: P20 for 5-minute calls to US, Canada, Hong Kong Singapore and Taiwan, and P30
for 3-minute calls to Saudi Arabia, UAE and Kuwait. In addition, The Filipino Seafarer SIM enables
Filipino seafarers around the world to keep in touch with their loved ones back home at cheaper rates
for as low as US$0.20 per minute while sending SMS for only US$0.10 per sms. Subscribers who will
avail of the SIM will get two numbers in one SIM an international mobile number and a Philippine
Globe mobile number. Globe and TM subscribers calling the Globe Seafarer SIM are only charged at
local rates. The Globe Local UK SIM card alternatively gives Filipinos one affordable rate of only 10
pence for each call or text sent to Globe or TM number in the Philippines as well as calls and text to all
UK networks. Subscribers also pay only 10 pence for every MB of mobile internet. Moreover, Globe
once again expanded its international footprint with the launch of Globe local Italy SIM last November
24, 2013. Filipino communities in Italy can now enjoy calls to Globe in the Philippines for just five Euro
cents per minute, the lowest among all Italian mobile operators. In 2014, Globe Duo International was
further expanded to include Japan and Spain with the launch of Duo Japan in the first quarter and Duo
Spain in the second quarter which allows calls from Japan or Spain to the Philippines, via a Japanese
and Spain number assigned to a Globe or TM mobile number, to be charged on local rates.

In order to strengthen Globes retail presence in Italy, a second international Globe store was opened
in Rome last December 7, 2014. This will cater to the needs of the 50,000 OFWs as well as Pinoy
tourists in the Eternal City. In addition, Globe launched a prepaid calling card in Japan with affordable
rates to call the Philippines through its partnership with Brastel, a telco based in Tokyo Japan. The
prepaid rechargeable card is available at major convenience stores in Japan such as Family Mart and
7-Eleven. Also, as a holiday treat during the Christmas season, Globes International business
partnered with Line giving its users worldwide Free calls to Globe and TM mobile subscribers in the
Philippines from December 24, 2014 to January 1, 2015.

100 | S E C F O R M 1 7 - A
GROUP OPERATING EXPENSES

Globe ended the year with total costs and expenses, including depreciation charges at P = 77.9 billion or
4% lower from P = 81.5 billion a year ago, largely driven by lower depreciation charges and interconnect
costs. Higher spending across all other expense accounts was largely to support management
strategies, business, subscriber and data-network expansion, and post-Yolanda restoration activities.
On a sequential basis, total operating spend increased by 15% to P = 21.8 billion from P
= 19.0 billion in the
third quarter of 2014 due to higher spending on marketing and re-contracting, following the launch of
the iPhone 6/6 Plus and Samsung Note 4, higher provisions, services and other catch-up accruals that
are usually booked in the fourth quarter.

Globe Group
For the Year Ended
Costs and Expenses (Php Mn) 31-Dec 31-Dec YoY
Change
2014 2013
(%)
Cost of sales. 10,661 9,953 7%
Less: Non-service revenues.. 4,211 4,641 -9%
Subsidy............................................. 6,450 5,312 21%

Interconnect............................ 8,430 9,280 -9%


Selling, Advertising and Promotions 5,470 4,483 22%
Re-contracting............................ 2,531 2,532 -
Staff Costs ... 8,666 7,473 16%
Utilities, Supplies & Other Administrative Expenses........................ 4,482 4,399 2%
Rent............................. 4,116 3,535 16%
Repairs and Maintenance. 4,100 3,657 12%
Provisions .. 3,610 2,457 47%
Services and Others......................... 11,899 10,858 10%
Operating Expenses 53,304 48,674 10%

Depreciation and Amortization. 18,123 27,478 -34%


Affected by network modernization 1,623 9,066 -82%
Others.. 16,500 18,412 -10%
Costs and Expenses...
77,877 81,464 -4%

Interconnect
Interconnect charges declined year-on-year by 9% to only P = 8.4 billion from P
= 9.3 billion in 2013, driven
by decreasing inter-network traffic usages largely on promo offers coupled by discounts from roaming
partners. The continued surge in Globes mobile subscriber base has led to the decreasing inter-
network traffic largely coming from domestic core services given various intra-network offers.

Subsidy
Total subsidy increased by 21% year-on-year to P = 6.5 billion from P
= 5.3 billion last year, on account of
strong postpaid and broadband gross activations coupled with the continued shift in plan mix to mid- to
high-ARPU plans as partly offset by the recognition of supplier-provided volume incentives booked in
the third quarter of 2014.

Marketing
Selling, advertising and promotions, which account for 9% of total operating expenses and subsidy,
grew by 22% to P = 5.5 billion this period from P
= 4.5 billion as of end-December 2014. The growth in
selling, advertising and promotions costs were driven by increased commissions following higher
activations coupled with increased spend on direct marketing, online placements, merchandising
materials and production costs supporting various projects (ie. Go Sakto, TMs Thematic Offer
(Pisomall, Wattpad), Spotify, NBA, iPhone 6/6+, Free FB, Google Play) and advertising expenses from
the launch of the Apple iPhone 6 and iPhone 6 Plus and Samsung Note 4 in the fourth quarter of the
year.

101 | S E C F O R M 1 7 - A
Re-contracting
Total re-contracting costs on were flat year-on-year at P= 2.5 billion. On a sequential basis however, re-
contracting costs increased by 54% from P = 533 million in the third quarter to P
= 821 million this period,
which is consistent with seasonal trend given launch of new devices from Apple and Samsung (iPhone
6 and iPhone 6 Plus and Samsung Note 4).

Staff Costs
Staff costs which accounted for 15% of total operating expenses and subsidy, increased by 16% to P =
8.7 billion as of end-December 2014 from P= 7.5 billion last year, due to the 3% increase in headcount to
support the growing subscriber base and network infrastructure. The increase in staff costs were also
driven by higher corporate and sales incentives, exercised employee stock options and higher pension
costs.

Utilities, Supplies and Other Administrative Expenses


Utilities, supplies and other administrative expenses grew 2% year-on-year driven by higher power
generated charges and Yolanda-related fuel consumption, increased costs for product peripherals and
other supplies, spare parts and other tools as partly offset by lower taxes mainly from NTC spectrum
users fees, licenses and permits.

Rent
Rent expenses, which account for 7% of operating expenses and subsidy, increased by 16% year-on-
year and quarter-on-quarter due to higher renewal rates for existing sites, the effect of the larger mobile
and data network, affecting cell site leases, IP ports, co-locations and local tie-lines, and the increased
number of leased service vehicle units.

Provisions
This account includes provisions related to trade, non-trade and traffic receivables and inventory.
Overall, total provisions increased to P
= 3.6 billion as of end-December 2014 or 47% higher than the P
=
2.5 billion reported a year ago, coming largely on trade coupled with higher non-trade and inventory-
related provisions. The increase in trade provisions was driven by the continued strong revenue
contribution of Globe Postpaid, which now contributes 38% of total mobile revenues.

Repairs and Maintenance


Repairs and maintenance, which accounted for 7% of total operating expenses and subsidy stood at
P
= 4.1 billion as of end-December 2014 or 12% higher against the P = 3.7 billion last year, given the
increased costs related to maintenance agreements for Globes information technology system and
support facilities and building improvements on stores facelift as cushioned with lower blackberry fees.

Services and Others


Services and other expenses which accounted for 20% of total operating expenses and subsidy grew
by 10% year-on-year from P = 10.9 billion in 2013 to P= 11.9 billion this period, driven by increased
professional consultancy fees, contracted services, freight charges for hauling of installation materials
and fuel for typhoon Yolanda-affected areas, and handling equipment.

Depreciation and Amortization


Depreciation and amortization expenses significantly declined year-on-year by 34% from P = 27.5 billion
in 2013 to only P
= 18.1 billion as of end December 2014. Drop in depreciation and amortization expenses
were largely driven by lower accelerated depreciation charges as the bulk of the said costs had already
been incurred in 2013. Total accelerated depreciation charges declined to P = 1.6 billion as of end-
December 2014 from P = 9.0 billion in 2013. Normal-course depreciation charges were likewise lower
year-on-year, mainly on lower replacement costs for disposed assets.

102 | S E C F O R M 1 7 - A
OTHER INCOME STATEMENT ITEMS

Other income statement items include net financing costs, net foreign exchange gain (loss), interest
income, and net property and equipment-related income (charges) as shown below:

Globe Group
For the Year Ended
Non-operating Income / Expense (Php Mn) 31-Dec 31-Dec YoY
Change
2014 2013
(%)
Financing Costs
Interest Expense (2,326) (2,092) 11%
Loss on derivative instruments - (89) -100%
Swap costs and other financing costs (240) (245) -2%
Foreign Exchange Loss - (486) -100%
(2,566) (2,912) -12%
Other Income
Gain on derivative instruments 71 - 100%
Foreign Exchange gain 1 - 100%
Interest Income 683 688 -1%
Others net 46 52 -12%
Total Income (Other Expenses) (1,765) (2,172) -19%

The Globe Groups non-operating charges declined by 19% year-on-year to P1.8 billion as of end-
December 2014 from P2.2 billion in 2013. The reduction in non-operating charges was mainly driven
by this years forex gain position compared to prior years loss.

(See related discussion on derivative instruments and swap costs in the Foreign Exchange and
Interest Rate Exposure section).

103 | S E C F O R M 1 7 - A
Liquidity and Capital Resources
Globe Group
31-Dec 31-Dec YoY
Change
2014 2013 (%)
Balance Sheet Data (Php Mn)
Total Assets . 179,507 159,079 13%
Total Debt . 65,276 69,301 -6%
Total Stockholders Equity.. 54,538 41,639 31%

Financial Ratios (x)


Total Debt to EBITDA . 1.66 1.90
Debt Service Coverage... 2.92 2.83
Interest Cover (Gross) 13.22 12.54
Debt to Equity (Gross) 1.20 1.66
Debt to Equity (Net) 1 .. 0.89 1.49
Total Debt to Total Capitalization (Book) 0.54
0.62
.
Total Debt to Total Capitalization (Market) ..... 0.21 0.24
1
Net debt is calculated by subtracting cash, cash equivalents and short term investments from total debt.

Globes balance sheet and cash flows remain strong with ample liquidity and gearing comfortably within
bank covenants. Globes gearing ratios showed improvements against end of 2013.

Globe Groups consolidated assets as of 31 December 2014 amounted to P179.5 billion compared to
P159.1 billion in 2013. Consolidated cash, cash equivalents and short term investments (including
investments in assets available for sale and held to maturity investments) was at P16.8 billion as of end
December of 2014 compared to P7.4 billion as of end December 2013.

Globe ended the year with gross debt to equity ratio on a consolidated basis at 1.20:1 and is well within
the 2:1 debt to equity limit dictated by Globes debt covenants. Meanwhile net debt to equity ratio was
at 0.89:1 as of end December 2014 and 1.49:1 as of end December 2013.

The financial tests under Globes loan agreements include compliance with the following ratios:

Total debt to equity not exceeding 2:1;


Total debt to EBITDA not exceeding 3:1;
Debt service coverage 1 exceeding 1.3 times; and
Secured debt ratio 2 not exceeding 0.2 times.

As of 31 December 2014, Globe is well within the ratios prescribed under its loan agreements.

1
Debt service coverage ratio is defined as the ratio of EBITDA to required debt service, where debt service includes
subordinated debt but excludes shareholder loans.
2
Secured debt ratio is defined as the ratio of the total amount for the period of all present consolidated obligations for
payment, whether actual or contingent which are secured by Permitted Security Interest as defined in the loan agreement to
the total amount of consolidated debt. Globe has no secured debt as of 31 December 2014.
104 | S E C F O R M 1 7 - A
Consolidated Net Cash Flows

Globe Group
31-Dec 31-Dec YoY
(Php Mn) change
2014 2013 (%)
Net Cash from Operating Activities 36,455 33,960 7%
Net Cash from Investing Activities. (20,216) (28,095) -28%
Net Cash from Financing Activities. (6,942) (5,476) 27%

Net cash flows provided by operating activities for the year just ended were at P36.5 billion, up by 7%
year on year.

Meanwhile, net cash used in investing activities amounting to P20.2 billion, was 28% lower from last
year. Consolidated cash capital expenditures as of end of December 2014 amounted to P = 21.1 billion,
down by 27% from last years P= 29.0 billion.

Globe Group
31-Dec 31-Dec YoY
change
(Php Mn) 2014 2013 (%)
1..
Capital Expenditures (Cash) 21,120 28,999 -27%
Increase (decrease) in Liabilities related to Acquisition of PPE 5,864 6,781 -14%
Total Capital Expenditures2 26,984 35,780 -25%

Total Capital Expenditures / Service Revenues 2 (%) 27% 40%


1
Cash capital expenditures property and equipment acquired as of report date
2
Consolidated capital expenditures include property and equipment, intangibles and capitalized borrowing costs acquired as of
report date regardless of whether payment has been made or not.

Consolidated net cash from financing activities amounting to P6.9 billion was higher from last year.
The additional funds from the issuance of non-voting preferred in August of 2014 was partly offset by
higher repayments of borrowings, payments of dividends to stockholders, and interest payments.
Consolidated total debt, likewise, decreased by 6% from P = 69.3 billion at the end of 2013 to only
P
= 65.3 billion at the end of December 2014.

51% of US$ consolidated loans have been effectively converted to PHP via US$165Mln in currency
hedges. After swaps, effectively 11% of total debt is in USD.

Below is the schedule of debt maturities for Globe for the years stated below based on total
outstanding debt as of 31 December 2014:

Principa
l*
Year Due
(US$
Mn)

2015 .. 137
2016... 171
2017 223
2018 .. 163
2019 through 2023.. 772
Total
1,466
.
* Principal amount before debt issuance costs.

On March 6, 2013, Globe Telecom signed a USD 75 million 3-year term loan with floating interest rate
with Bank of Tokyo - Mitsubishi UFJ, Ltd., Singapore Branch as lender. The purpose of the loan is to
fund Globe Telecoms capital expenditures.

105 | S E C F O R M 1 7 - A
On March 22, 2013, Globe Telecom signed a USD 120 million 7-year term loan with floating interest
rate with Metrobank as lender to finance Globe Telecoms capital expenditures.

On July 17, 2013, the Globe Group issued P = 7,000.00 million fixed rate bond. The amount comprises
P
= 4,000.00 million and P
= 3,000.00 million bonds due in 2020 and 2023, with interest rate of 4.8875% and
5.2792%, respectively. The net proceeds of the issue were used to partially finance the Globe Groups
capital expenditure requirements in 2013.

On July 29, 2013, Globe Telecom signed a USD 40 million 3-year term loan with floating interest rate
with Mizuho Bank Ltd. as lender to prepay and refinance certain debts.

On December 4, 2013, Globe Telecom signed a P = 7,000.00 million 7-year term loan credit facility with
fixed interest rate with Land Bank of the Philippines as lender. The proceeds of the loan was used to
partially finance Globe Telecoms general financing and corporate requirements for capital
expenditures.

On February 10, 2014, the Board of Directors approved the amendment of the Companys Articles of
Incorporation to reclassify thirty one (31,000,000) million unissued common shares with par value of
P
= 50.00 per share and ninety (90,000,000) million unissued voting preferred shares with par value of
P
= 5.00 per share into a new class of forty (40,000,000) million non-voting preferred shares with par value
of P
= 50.00 per share. The non-voting preferred shares shall be redeemable, non-convertible, non-voting,
cumulative and may be issued in series.

Further on April 8, 2014, the Board of Directors approved the issuance, offer and listing of up to twenty
(20) million non-voting preferred shares, with an issue volume of up to P
= 10.00 billion pesos.

On June 6, 2014, the Securities and Exchange Commission approved the amendment of the Seventh
Article of the Companys Articles of Incorporation to implement the foregoing reclassification of shares.
At the Stockholders meeting held on April 8, 2014, the Stockholders representing at least two thirds of
the outstanding capital stock, considered and approved the (i) amendment to the Seventh Article of the
Articles of Incorporation, and (ii) the issuance, offering and listing of up to twenty (20) million non-voting
preferred shares.

On August 8, 2014, Globe received the approval of the Securities and Exchange Commission to offer
non-voting perpetual preferred shares with the aggregate issue size of P7.0 Billion with an
oversubscription option up to P3.0 Billion.

As and if declared by the Globe Board, dividends on the preferred shares shall be at a fixed rate of
5.2006% per annum calculated in respect of each preferred share in relation to the offer price of by
reference to the offer price of P500 per share. Unless the preferred shares are redeemed by the
Company on the 7th year from issue date (the Rate Re-Setting Date), the applicable dividend rate for
all following dividend periods after the Rate Re-Setting Date shall be higher of (a) the prevailing
Dividend Rate on the Rate Re-Setting Date or (b) the sum of (i) the Reference Rate applicable for the
Rate Re-Setting Date, and (ii) a spread of 3.25%. The offer period was from August 11 to 15, 2014.

On August 18, 2014, Globe Telecom, Inc. Series A Non-Voting Perpetual Preferred shares with an
aggregate issue size of P7.0 Billion with an oversubscription option up to P3.0 Billion were fully
subscribed as of end of the offer period August 15, 2014. The Preferred Shares was listed in the
Philippine Stock Exchange (with ticker symbol of GLOPP) last August 22, 2014 for the full amount of
Php 10 Billion.

As of September 30, 2014, the remaining balance of the proceeds from the non-voting preferred shares
offering amounts to P8.4 Billion. The net proceeds will be used by the Company to partially finance its
capital expenditure requirements for 2014 related to transformation capital expenditures, data-related
capital expenditures and other capital expenditures.

As of December 31, 2014, the remaining balance of the proceeds from the non-voting preferred shares
offering amounts to P2.5 Billion.

Stockholders equity as of end-December 2014 was higher by 31% from P41,639 million to P54,538
million this period. Globes capital stock consists of the following:

106 | S E C F O R M 1 7 - A
Voting Preferred Shares

Voting Preferred stock at a par value of P = 5 per share of which 158 million shares are outstanding
out of a total authorized of 160 million shares.

Voting Preferred stock has the following features:


a. Issued at P5 par;
b. Dividend rate to be determined by the BOD at the time of Issue;
c. One preferred share is convertible to one common share starting at the end of the 10th year of
the issue date at a price to be determined by the Globe Telecoms BOD at the time of issue
which shall not be less than the market price of the common share less the par value of the
preferred share;
d. Call option Exercisable any time by Globe Telecom starting at the end of the 5th year from
issue date at a price to be determined by the BOD at the time of the issue;
e. Eligibility of Investors Only Filipino citizens or corporations or partnerships wherein 60% of
the voting stock of voting power is owned by Filipino;
f. With voting rights;
g. Cumulative and non-participating;
h. Preference as to dividends and in the event of liquidation; and
i. No preemptive right to any share issue of Globe Telecom, and subject to yield protection in
case of change in tax laws.

The dividends for voting preferred stock are declared upon the sole discretion of the Globe
Telecoms BOD.

To date, none of the voting preferred shares have been converted to common shares.

Non-Voting Preferred stock

Non-Voting Preferred stock at a par value of P = 50 per share of which 20 million shares are issued
out of a total authorized of 40 million shares.

Non-Voting Preferred stock has the following features:


a. Issued at P50 par;
b. Dividend rate to be determined by the BOD at the time of issue which may be fixed or variable.
The Board of Directors shall prescribe the cumulation or non-cumulation of dividends, the date
or dates of cumulation or accrual but dividends shall be deemed to be cumulative from date of
issue unless otherwise specified in the resolution creating such series, the conditions and
restrictions, if any, on the payment of dividends. The Non-Voting Preferred Shares shall not
participate in dividends declared as regards any other class of Shares
c. Eligibility of Investors - The Non-Voting Preferred Shares may be owned or subscribed by or
transferred to any person, partnership, association or corporation regardless of nationality,
provided, that, at any time, at least 60% of the outstanding capital stock of the Corporation shall
be owned by citizens of the Philippines or by partnerships, associations, entities or corporations
60% of the capital stock of which is owned and controlled by citizens of the Philippines or as
may be required for the Corporation to comply with applicable nationality restrictions prescribed
by law;
d. Voting Rights - The Non-Voting Preferred Shares shall have no right to vote except on all
corporate matters where the law grants such voting right;
e. Redemption The Non-Voting Preferred Shares shall be redeemable at the option of the
Corporation at such times and price(s) as may be determined by the Board of Directors at the
time of issue, which price may not be less than the par value thereof plus accrued dividends.
Any shares redeemed or purchased by the Corporation shall be recorded as treasury stock and
may be re-issued in the future. The Board of Directors shall determine the terms and conditions
of a retirement or sinking fund, if any, for the purchase or redemption of the shares of such
series;
f. Liquidation Preference - In the event of liquidation, the Non-Voting Preferred Shares shall rank
ahead of the Common Shares and equally with the Voting Preferred Shares. The Board of
Directors shall prescribe the amount which shares of such series shall be entitled to receive in
the event of any liquidation, dissolution or winding up of the Corporation, which shall not exceed

107 | S E C F O R M 1 7 - A
the consideration received therefore plus accrued and unpaid dividends thereon nor be less
than the par value thereof;
g. Pre-emptive Rights - The Non-Voting Preferred Shares shall not have any pre-emptive rights
over any sale or issuance of any share in the Corporations capital stock; and
h. Other Features - The Non-Voting Preferred Shares shall have such other terms and conditions,
preferences, rights, restrictions and qualifications not be inconsistent herewith, as may be
determined by the Board of Directors.

Common Shares
Common shares at par value of P = 50 per share of which 132 million are issued and outstanding out
of a total authorized of 149 million shares.

Cash Dividends
The dividend policy of Globe Telecom as approved by the Board of Directors is to declare cash
dividends to its common stockholders on a regular basis as may be determined by the Board. The
dividend payout rate starting 2006 is approximately 75% of prior years net income payable semi-
annually in March and September of each year. This is reviewed annually, taking into account Globe
Telecoms operating results, cash flows, debt covenants, capital expenditure levels and liquidity.

On November 6, 2009, the Board of Directors amended the dividend payment rate from 75% to a range
of 75% - 90% of prior years net income.

On November 8, 2011, the Board of Directors amended the Companys dividend policy to be based on
core instead of reported net income. Pay-out range remains at 75% to 90%. This is to ensure that
dividends will remain sustainable and yields competitive despite the expected near-term decline in net
income that would result from the accelerated depreciation charges related to assets that will be
decommissioned as part of the Companys network and IT transformation programs. As currently
defined, core net income excludes all foreign exchange, mark-to-market gains and losses, as well as
non-recurring items.

On August 6, 2013, the Board of Directors approved the proposed change in the frequency of the cash
dividend distribution from semi-annual to quarterly beginning first quarter of 2014. The quarterly cash
dividends will continue to be based on the policy of 75%-90% of prior years core net income. The
amended frequency in the payouts will provide the Company with the better cash planning and liquidity
management and at the same time ensure a more consistent dividend distribution to the shareholders.

On December 10, 2013, the Company announced that the quarterly cash dividend distribution will be
implemented beginning in the third quarter of 2014 instead of the first quarter of 2014.

The dividend payout rate is reviewed annually by the Board of Directors, taking into account the
companys operating results, cash flows, debt covenants, capital expenditure levels and liquidity.

On 10 February 2014, the Board of Directors approved the declaration of the 1st semi-annual cash
dividend of P37.50 per common share, payable to shareholders on record as of 26 February 2014.
Total dividends of about P4.97 billion were paid on 20 March 2014.

On 5 August 2014, the Board of Directors of the company has approved the declaration of the third
quarter cash dividend of P18.75 per common share payable on September 4, 2014 to shareholders on
record as of August 19, 2014. The third quarter cash dividend payment total is about P2.5 billion. On
an annualized basis, this represents about 86% of 2013 core net income.

On 11 November, the Board of Directors of the company has approved the declaration of the fourth
quarter cash dividend of P18.75 per common share payable on December 11, 2014 to shareholders on
record as of November 25, 2014. The fourth quarter cash dividend payment total is about P2.5 billion.
On an annualized basis, this represents about 86% of 2013 core net income.

Consolidated Return on Average Equity (ROE) registered at 28% as of end-December 2014, compared
to 11% in 2013 using net income and based on average equity balances for the year ended. Using
annualized core net income excluding the effects of accelerated depreciation on net income, return on
average equity for the year just ended was at 30% compared to 27% of 2013.
108 | S E C F O R M 1 7 - A
Accordingly, consolidated basic earnings per common share were P100.60 and P37.25, while
consolidated diluted earnings per common share were P100.36 and P37.22 as of end-December 2014
and 2013, respectively.

Financial Risk Management

FOREIGN EXCHANGE EXPOSURE

Foreign exchange risks are managed such that USD inflows from operations (transaction exposures)
are balanced or offset by the net USD liability position of the company (translation exposures). Globe
Groups objective is to maintain a position which results in, as close as possible, a neutral effect to the
P&L relative to movements in the foreign exchange market.

Transaction exposures

Globe has natural net US$ inflows arising from its operations. Consolidated foreign currency-linked
revenues1 were at 16% and 17% of total service revenues for the periods ended 31 December 2014
and 2013, respectively. In contrast, Globes foreign-currency linked expenses were at 9% and 8% of
total operating expenses for the same periods ended, respectively.

The US$ flows are as follows:


2014
US$ and US$ Linked Revenues P15.37 billion
US$ Operating Expenses P3.86 billion
US$ Net Interest Expense P0.22 billion

Due to these net US$ inflows, an appreciation of the Peso has a negative impact on Globes Peso
EBITDA. Globe occasionally enters into forward contracts to hedge against a peso appreciation.

Realized gain from forward contracts that matured in 2014 amounted to P4.74 million.

There were no outstanding forward contracts as of December 2014.

1
Includes the following revenues:
(1) billed in foreign currency and settled in foreign currency, and
(2) billed in Pesos at rates linked to a foreign currency tariff and settled in Pesos

109 | S E C F O R M 1 7 - A
Translation Exposures

Globe also has US$ assets and liabilities which are revalued at market rates every period. These are
as follows:

December 2014
US$ Assets US$231 million
US$ Liabilities US$544 million
Net US$ Liability Position US$312 million

For accounting purposes, the foreign currency assets and liabilities are revalued at the exchange rate
at the end of each reporting period. As of December 31, 2014, the Philippine Peso stood at P44.74 to
US dollar. The current operations yielded a total of P0.88 million net foreign exchange gain arising
mainly from settlement of the Globe Group's foreign currency denominated trade receivables and
payables.

Globe entered into cross currency swaps amounting to US$125 million in April 2013 and US$40 million
in February 2014 to hedge the FX and interest rate risk on some of its USD loans. The MTM of the
swap contracts stood at a gain of P515 million as of end-December 2014.

INTEREST RATE EXPOSURE

Interest rate exposures are managed via targeted levels of fixed versus floating rate debt that are meant
to achieve a balance between cost and volatility. Globes policy is to maintain between 44-88% of its
peso debt in fixed rate, and between 31-62% of its US$ debt in fixed rate.

As of end-December 2014, Globe has a total of P2.0 billion in PHP interest rate swaps and $165 million
in cross currency swaps that were entered into contracts to achieve these targets. The US$ and Peso
swaps fixed some of the Companys outstanding floating rate debts with quarterly or semi-annual
payment intervals up to April 2020.

As of end-December 2014, 69% (excluding short-term debt) of peso debt is fixed, while 51% of USD
debt is fixed after swaps.

The MTM of the interest swap contracts (not including the currency swap contracts) stood at a loss of
P23 million as of end-December 2014.

110 | S E C F O R M 1 7 - A
CREDIT EXPOSURES FROM FINANCIAL INSTRUMENTS

Outstanding credit exposures from financial instruments are monitored daily and allowable exposures
are reviewed quarterly.

For investments, the Globe Group does not have investments in foreign securities (bonds, collateralized
debt obligations (CDO), collateralized mortgage obligations (CMO), or any instruments linked to the
mortgage market in the US). Globes excess cash is invested in short term bank deposits.

The Globe Group also does not have any investments or hedging transactions with investment banks.
Derivative transactions as of the end of the period are with large foreign and local banks. Furthermore,
the Globe Group does not have instruments in its portfolio which became inactive in the market nor
does the company have any structured notes which require use of judgment for valuation purposes.

VALUATION OF DERIVATIVE TRANSACTIONS

The company uses valuation techniques that are commonly used by market participants and that have
been demonstrated to provide reliable estimates of prices obtained in actual market transactions. The
company uses readily observable market yield curves to discount future receipts and payments on the
transactions. The net present value of receipts and payments are translated into Peso using the foreign
exchange rate at time of valuation to arrive at the mark to market value. For derivative instruments with
optionality, the company relies on valuation reports of its counterparty banks, which are the companys
best estimates of the close-out value of the transactions.

Gains (losses) on derivative instruments represent the net mark-to-market (MTM) gains (losses) on
derivative instruments. As of 31 December 2014, the MTM value of the derivatives of the Globe Group
amounted to a gain of P493.73 million while net loss on derivative instruments arising from changes in
MTM reflected in the consolidated income statements amounted to P75.56 million.

To measure riskiness, the Company provides a sensitivity analysis of its profit and loss from financial
instruments resulting from movements in foreign exchange and interest rates. The interest rate
sensitivity estimates the changes to the following P&L items, given an indicated movement in interest
rates: (1) interest income, (2) interest expense, (3) mark-to-market of derivative instruments. The
foreign exchange sensitivity estimates the P&L impact of a change in the USD/PHP rate as it specifically
pertains to the revaluation of the net unhedged liability position of the company, and foreign exchange
derivatives.

111 | S E C F O R M 1 7 - A
2. Any events that will trigger direct or contingent financial obligation that is material to the
company, including any default or acceleration of an obligation:

Contingencies

On October 10, 2011, the NTC issued Memorandum Circular No. 02-10-2011 titled Interconnection
Charge for Short Messaging Service requiring all public telecommunication entities to reduce their
interconnection charge to each other from P = 0.35 to P
= 0.15 per text, which Globe complied as early
as November 2011. On December 11, 2011, the NTC One Stop Public Assistance Center (OSPAC)
filed a complaint against Globe, Smart and Digitel alleging violation of the said MC No. 02-10-2011
and asking for the reduction of SMS off-net retail price from P= 1.00 to P
= 0.80 per text. Globe filed its
Answer maintaining the position that the reduction of the SMS interconnection charges does not
automatically translate to a reduction in the SMS retail charge per text.

On November 20, 2012, the NTC rendered a decision directing Globe to:

1. Reduce its regular SMS retail rate from P


= 1.00 to not more than P= 0.80;
2. Refund/reimburse its subscribers the excess charge of P = 0.20; and
3. Pay a fine of P
= 200.00 per day from December 1, 2011 until date of compliance.

On May 7, 2014, NTC denied the Motion for Reconsideration (MR) filed by Globe last
December 5, 2012 in relation to the November 20, 2012 decision. Globes assessment is that the
Company is in compliant with the NTC Memorandum Circular No. 02-10-2011. On June 9, 2014,
Globe filed petition for review of the NTC decision and resolution with the Court of Appeals
(CA).

The CA granted the petition in a resolution dated September 3, 2014 by issuing a 60-day temporary
restraining order against Memorandum Circular 02-10-2011 by the NTC. On October 15, 2014,
Globe posted a surety bond to compensate for possible damages as directed by the CA.

On 22 May 2006, Innove received a copy of the Complaint of Subic Telecom Company (Subictel),
Inc., a subsidiary of PLDT, seeking an injunction to stop the Subic Bay Metropolitan Authority and
Innove from taking any actions to implement the Certificate of Public Convenience and Necessity
granted by SBMA to Innove. Subictel claimed that the grant of a CPCN allowing Innove to offer
certain telecommunications services within the Subic Bay Freeport Zone would violate the Joint
Venture Agreement (JVA) between PLDT and SBMA. The Supreme Court ordered the
reinstatement of the case and has forwarded it to the NTC-Olongapo for trial. The case is now being
tried before the Olongapo RTC.

PLDT and its affiliate, Bonifacio Communications Corporation (BCC) and Innove and Globe
Telecom are in litigation over the right of Innove to render services and build telecommunications
infrastructure in the Bonifacio Global City. In the case filed by Innove before the NTC against BCC,
PLDT and the Fort Bonifacio Development Corporation (FBDC), the NTC has issued a Cease and
Desist Order 100 preventing BCC from performing further acts to interfere with Innoves installations
in the Bonifacio Global City.

In the case filed by PLDT against the NTC in Branch 96 of the Regional Trial Court (RTC) of Quezon
City, where PLDT sought to obtain an injunction to prevent the NTC from hearing the case filed by
Innove, the RTC denied the prayer for a preliminary injunction and the case has been set for further
hearings. PLDT has filed a Motion for Reconsideration and Globe has intervened in this case. In a
resolution dated 28 October 2008, the RTC QC denied BCCs motion for the issuance of a
temporary restraining order (TRO). The case is still pending with the QC RTC.

In the case filed by BCC against FBDC, Globe Telecom and Innove, Bonifacio Communications
Corp. before the Regional Trial Court of Pasig, which case sought to enjoin Innove from making any
further installations in the BGC and claimed damages from all the parties for the breach of the
exclusivity of BCC in the area, the court did not issue a Temporary Restraining Order and has
instead scheduled several hearings on the case. The defendants filed their respective motions to
dismiss the complaint on the grounds of forum shopping and lack of jurisdiction, among others. On
30 March 2012, the RTC of Pasig, as prayed for, dismissed the complaint on the aforesaid grounds.
Dissatisfied with the decision of the RTC, BCC and PLDT elevated the case to the Court of Appeals.
On 18 May 2012, The Court of Appeals dismissed the case. On July 6, 2012, BCC and PLDT filed

112 | S E C F O R M 1 7 - A
a petition for review on certiorari with the Supreme Court on July 6, 2012. Innove filed its Comment
thereon on 6 December 2012. The case is still pending resolution with the Supreme Court.

On 11 November 2008, Bonifacio Communications Corp. (BCC) filed a criminal complaint against
the officers of Innove Communications Inc., the Fort Bonifacio Development Corporation (FBDC)
and Innove contractor Avecs Corporation for malicious mischief and theft arising out of Innoves
disconnection of BCCs duct at the Net Square buildings. The accused officers filed their counter
affidavits and are currently pending before the Prosecutors Office of Pasig. The case is still pending
resolution with the Office of the City Prosecutor.

On 21 January 2011, BCC and PLDT filed with the Court of Appeals a Petition for Certiorari and
Prohibition against NTC, et al. seeking to annul the Orders of the NTC dated 28 October 2008
directing BCC, PLDT and FBDC to comply with the provisions of NTC MC 05-05-02 and the CEASE
AND DESIST from performing further acts that will prevent Innove from implementing and providing
telecommunications services in the Fort Bonifacio Global City pursuant to the authorization granted
by the NTC. BCC and PLDT anchor their petition on the grounds that: 1) the NTC has no jurisdiction
over BCC it being a non telecommunications entity; 2) the NTC violated BCC and PLDTs right to
due process; and 3) there was no urgency or emergency for the issuance of the cease and desist
order. The case is pending with the court of appeals.

On April 25, 2011, Innove Communications, filed its comment on the case filed by PLDT that seeks
to ban all Globe services from the Bonifacio Global City before the CAs Tenth Division. In its
comment, Globe argued that Innove is duly authorised to provide services in the BGC, that BCC
and PLDT have no right to maintain their monopolistic hold of the BGC telecommunications market;
and it is in the publics best interest that open access and free competition among telecom operators
be allowed at the Bonifacio Global City.

On August 16, 2011, the Ninth Division of the CA ruled that PLDTs case against Innove and the
National Telecommunications Commission (NTC) lacked merit, and thus denied the petition and
DISMISSED the case. PLDT and its co-petitioner, BCC file their motion for reconsideration. The
same is still pending resolution.

On July 23, 2009, the NTC issued NTC Memorandum Circular (MC) No. 05-07-2009 (Guidelines
on Unit of Billing of Mobile Voice Service). The MC provides that the maximum unit of billing for
the cellular mobile telephone service (CMTS) whether postpaid or prepaid shall be six (6)
seconds per pulse. The rate for the first two (2) pulses, or equivalent if lower period per pulse is
used, may be higher than the succeeding pulses to recover the cost of the call set-up.
Subscribers may still opt to be billed on a one (1) minute per pulse basis or to subscribe to
unlimited service offerings or any service offerings if they actively and knowingly enroll in the
scheme.

On December 28, 2010, the Court of Appeals (CA) rendered its decision declaring null and void
and reversing the decisions of the NTC in the rates applications cases for having been issued
in violation of Globe and the other carriers constitutional and statutory right to due process.
However, while the decision is in Globes favor, there is a provision in the decision that NTC did
not violate the right of petitioners to due process when it declared via circular that the per pulse
billing scheme shall be the default.

Last January 21, 2011, Globe and two other telecom carriers filed their respective Motions for
Partial Reconsideration (MR) on the pronouncement that the Per Pulse Billing Scheme shall be
the default. The MR is pending resolution as of February 4, 2015.

The Globe Group is contingently liable for various claims arising in the ordinary conduct of
business and certain tax assessments which are either pending decision by the courts or are
being contested, the outcome of which are not presently determinable. In the opinion of
management and legal counsel, the possibility of outflow of economic resources to settle the
contingent liability is remote.

113 | S E C F O R M 1 7 - A
3. Causes of any material change from period to period: 2014 vs. 2013

Assets

Current

A Increase in cash and cash equivalents Increase of P9.3B is mostly driven by additional
funding from issuance of preferred non-participating shares, lower net capital expenditure
payments, and higher cash from operations and partially reduced by lower net proceeds from
borrowings and higher dividend payments.

B Receivable- Increase of P3.7B mainly due to increased billings over collections, increase in
data services and larger subscriber base in 2014.

C Allowance for Doubtful Accounts Increase of P1.4B is attributable to additional provisions


for billed and corporate subscribers.

D Traffic Settlement Increase of P500M is driven by higher revenue and low remittances
received from foreign carriers

E Other Receivables- P136M decrease is mainly due to higher collections over billings to
Dealers credit, AR credit cards, and others.

F Allowance for Doubtful Accounts (Traffic and others) Decreased by P90M largely due to
additional provisions for traffic disputes

G Prepayments and Other Current Assets Decrease mainly due to reclassification of loans
to Globe Group Retirement Plan and Bethlehem Holdings, Inc. to other non-current assets,
advances to contractors.

H Inventories and Supplies Decreased mainly due to issuance of handsets, devices, modems
and accessories over purchases but offset by purchases of nomadic broadband devices

I Allowance for Inventory Losses Decreased largely due to provided provision to cover
defective stocks and additional provision policy.

Noncurrent

J Fixed Assets Increase is attributable to acquisition of various telecom equipment, building and
leasehold improvements and furniture, fixtures and equipment. This is offset by the depreciation
of various property, plant, and equipment.

K Intangible Assets The P1.8B increase is attributable to additions to various software and
licenses

L Investment in Joint Venture and Associates The increase mainly pertains to new investment in
AF Consortium and additional investments in Globe BanKo.

M Deferred Tax Asset Increase in net DTA is mainly due to significant 2014 movement in AR
Provision, pension, accrued manpower cost and OCI Pension offset by depreciation and
capitalized cost.

N Derivative Assets - Increase in current derivative assets pertains to termination of embedded


derivative with mark to market loss outstanding in the previous year and forward rate differences
mainly attributable to additional cross currency swap-USD and MTM gains of existing CCS-USD.

O Misc. Deposits and Others- Increase pertains mainly to loans to GGRP and BHI that were
reclassed from Prepayments and Other Current Assets and were extended for 3 more years.
This is coupled by BTI forex revaluation adjustment but decreased due to bond principal and
interest remittance from Bayantel.

114 | S E C F O R M 1 7 - A
Liabilities

Current

P Trade Creditors- Decrease is mainly driven by GRIR accounts coupled by net payments to local
contractors. This is offset by increase in liability to foreign and local suppliers.

Q Liabilities to Partner Establishments - Increase is due to higher cash in (Gcash received) of


subscribers and dealers over cash out (Gcash withdrawn) from various partner establishments
as of year to date.

R Traffic Settlement Payable - Decrease is mainly driven by settlements to Smart and Digitel for
undisputed portion settlement over billings. This is coupled by impact of net TSR/TSP offsetting.

S Taxes Payable- Increase is due to higher output VAT and final withholding taxes offset by
overseas communication tax.

T Income Taxes Payable- Increased due to income tax provision in the fourth quarter

U Provisions Increase is attributable to accruals in 2014 for 2008 probable losses for real
property taxes (RPT) & national taxes and probable losses for labor cases as of 2013.

V Accrued Expenses- Increase is due to higher accruals for, maintenance lease, manpower
services, other contracted services and others offset by Utilities due to clean up of 2013 and
prior accruals.

W Accrued Interest on Loans- Increase is due to higher accrual of interest in 2014 over reversals
from previous months.

X Accrued project Cost- Increase is brought by additions in Mobile Telephony and decrease in
wireline. The increase in Mobile Telephony is mainly due to network transformation initiatives.

Y Derivative Liabilities- Decrease is mainly due to reduced notional amount of IRS PHP non-hedge
during the period.

Z Unearned Revenues- Significant increase is mainly driven by reclassification of Advanced MSF


Billed from Other Creditor to Unearned Revenues

AA Dividends Payable- Pertains to dividends declared last December 12, 2014 for preferred non -
voting shares amounting to P260M.

AB Notes Payable- The decrease is mainly due to net repayment of Short Term Bank Loans coupled
by forex revaluation.

AC Current Portion of Long Term Debt Bank - Increase in bank debt was mainly attributable to
loan availments, amortization of debt issue cost and bond premium. This is coupled by forex
revaluation (as a result of weakening of peso) and offset by loan repayments.

Noncurrent

AD Net Deferred Tax Liability- Reclassification due to net deferred tax asset position.

AE Long Term Commercial Paper- - Increase in bank debt was mainly attributable to loan
availments, amortization of debt issue cost and bond premium. This is coupled by forex
revaluation (as a result of weakening of peso) and offset by loan repayments.

AF Long Term Debt (Bank) - Increase is due to loan availments

AG Other Long-term Liabilities - Increase is attributable to additional accrual for Pension


obligation and provisions for ARO.

115 | S E C F O R M 1 7 - A
5. Description of material commitments and general purpose of such commitments. Material
off-balance sheet transactions, arrangements, obligations and other relationships with
unconsolidated entities or other persons created during the period.

For details on material commitments and arrangements, see Notes 13 in the attached Notes to the
Financial Statements.

Agreements and commitments with suppliers


The Globe Group engaged the services of various suppliers for the upgrade of its wireless, data
and telephony network. In partnership with an equipment and service provider and the appointment
of a project and program manager, Globe Group undertook a transformation upgrade and overhaul
of its business support systems, engaging a solution partner for this USD790.00 million
modernization project.

Deed of Assignment of Certificate of Public Convenience and Necessity by Wordwide


Communication Inc. (WWCI)

On July 5, 2013, the NTC approved the Deed of Assignment (DoA) dated February 13, 2013
executed by WWCI in favor of Globe Telecom. Through the DoA, WWCI assigned and
transferred its entire interest including the operation of its Trunk Radio Network, the Certificate
of Public Convenience and Necessity granted by the NTC and the pertinent permits necessary
to operate the trunk radio to Globe Telecom. The total consideration under the said original
DoA was 30.00 million.

On April 1, 2014, Globe Telecom and WWCI signed the Supplemental Agreement to the DoA
for final consideration of 150.00 million to be paid in tranches upon fulfillment of stated
conditions.

Conditions include reassignment and reallocation of Radio Station Licenses and issuance of
associated Frequency Assignment Sheets in the name of Globe Telecom. Pending compliance
on the conditions, payments will be recorded as advances classified under Prepayments and
other current assets in the interim consolidated statements of financial position.

On January 29, 2015, WWCI and Globe Telecom have agreed to wind down the transaction as
the conditions for closing can no longer be met. The advances made amounting to 45.00
million will be due to Globe Telecom on or before July 31, 2015 (see Note 6 in the attached
Notes to the Financial Statements).

Southeast Asia-United States Project

Globe has joined a consortium of seven international telecommunication companies for the
construction of a new submarine cable system directly connecting Southeast Asia and the
United States. Other members of the consortium include PT Telekomunikasi Indonesia
International (Telin), Telkom USA, RAM Telecom International (RTI), Hawaiian Telcom, and
Teleguam Holdings (GTA). The 15,000-kilometer cable system would link Manado in Indonesia,
Davao in the Philippines, Piti in Guam, Oahu in Hawaii, and Los Angeles in California, providing
superior latency delivering additional 20 terabits per second (Tbps), utilizing 100 gigabits per
second (Gbps) transmission equipment. Globe and GTI Corporation is spending more than $80
million for the SEA-US undersea cable system slated for completion in the last quarter of 2016.

6. Seasonal Aspects that have a material effect on the FS

No seasonal aspects that have a material effect on the financial statements.

116 | S E C F O R M 1 7 - A
PART III CONTROL AND COMPENSATION INFORMATION
Item 7. Directors and Key Officers

A. Board of Directors

As of December 31, 2015


Name Position
Jaime Augusto Zobel de Ayala Chairman
Gerardo C. Ablaza, Jr. Co-Vice Chairman
Mark Chong Chin Kok Co-Vice Chairman
Ernest L. Cu Director, President and Chief Executive Officer
Romeo L. Bernardo Director
Delfin L. Lazaro Director
Samba Natarajan Director
Fernando Zobel de Ayala Director
Rex Ma. A. Mendoza Independent Director
Saw Phaik Hwa Independent Director
Manuel A. Pacis Independent Director

Nominees to the Board of Directors (2016-2017)


Jaime Augusto Zobel de Ayala
Mark Chong Chin Kok
Ernest L. Cu
Romeo L. Bernardo
Delfin L. Lazaro
Fernando Zobel de Ayala
Rex Ma. A. Mendoza Nominee for Independent Director
Manuel A. Pacis Nominee for Independent Director
Samba Natarajan
Saw Phaik Hwa Nominee for Independent Director
Jose Teodoro K. Limcaoco

Jaime Augusto Zobel de Ayala, Mr. Zobel, 56, Filipino, has served as Chairman of the Board since
December 1996 and a Director since March 1989. He is the Chairman and CEO of Ayala Corporation.
He also holds the following positions: Chairman of Bank of the Philippine Islands, and Integrated Micro-
Electronics, Inc.; Co-Chairman of Ayala Foundation, Inc.; Vice Chairman of Ayala Land, Inc. and AC
Energy Holdings, Inc.; Chairman of Harvard Business School Asia-Pacific Advisory Board and Asia
Business Council; Vice Chairman of the Makati Business Club, and member of the Harvard Global
Advisory Council, Mitsubishi Corporation International Advisory Committee, JP Morgan International
Council, International Business Council of the World Economic Forum; Philippine Representative for
APEC Business Advisory Council. He graduated with B.A. in Economics (with honours) degree from
Harvard College in 1981 and obtained an MBA from the Harvard Graduate School of Business in 1987.

Directorship in other listed companies: Ayala Corporation; Bank of the Philippine Islands;
Integrated Micro-Electronics, Inc.; Manila Water Company; and Ayala Land, Inc. All listed on the
Philippine Stock Exchange.

Gerardo C. Ablaza, Jr. Mr. Ablaza, 62, Filipino, has served as Director since June 1997. Mr. Ablaza
is currently the President and CEO of Manila Water since June 30, 2010 where he is responsible for
overseeing the financial and operational growth within Manila Waters service areas in the Metro Manila
east zone and in its expansion areas. He is a Senior Managing Director of Ayala Corporation and a
member of the Ayala Group Management Committee, a post he has held since 1998. Mr. Ablaza also
serves as director for subsidiaries of Manila Water both local and international, including Manila Water
Philippine Ventures, Inc., Boracay Island Water Company, Inc., Laguna AAA Water Corporation, Manila
Water International Solutions, Inc., Clark Water Corporation, Manila Water Total Solutions Corporation,
Manila Water Asia Pacific Pte. Ltd., Manila Water South Asia Holdings Pte. Ltd., Kenh Dong Water
Holdings Pte. Ltd., Thu Duc Water Holdings Pte. Ltd, and North-West of Saigon Holdings Pte. Ltd. He
is also a member of the Board of Trustees of the Manila Water Foundation, Inc. He also serves as
director for Azalea International Ventures Partners Ltd., Asiacom Philippines, Inc., LiveIt Investment

117 | S E C F O R M 1 7 - A
Ltd.; AC Energy Holdings, Inc., Purefoods International Ltd., A.C.S.T. Business Holdings, Inc., AC
Intrastructure Holdings Corporation and Ayala Retirement Fund Holdings, Inc. He is also a member of
the Board of Trustees of Ayala Foundation, Inc. From April 1998 to April 2009, Mr. Ablaza was the
President and CEO of Globe Telecom, Inc. He was also the Chairman of the Board of Directors of
Innove Communications Inc., a wholly owned subsidiary of Globe Telecom Inc. from October 2003 to
April 2009. Before joining the Ayala Group, Mr. Ablaza was Vice-President and Country Business
Manager for Philippines and Guam of Citibank, N.A. for its Global Consumer Banking Business (1994-
1997), Vice President for Consumer Banking of Citibank, N.A. Singapore (1994-1995). In 2004, Mr.
Ablaza was recognized by CNBC as the Asia Business Leader of the Year, making him the first Filipino
CEO to win the award. In the same year, he was awarded by Telecom Asia as the Best Asian Telecom
CEO. In 2013, he was recognized for his consistent leadership and innovation across the banking,
investment, telecommunications and utility service industries through the Citi Distinguished Alumni
Award for Leadership and Ingenuity. He is the first and the only Filipino to be awarded with such an
honor. Mr. Ablaza graduated summa cum laude from the De La Salle University in 1974 with a degree
in Liberals Arts, Major in Mathematics (Honors Program). As one of the most accomplished graduates
of his alma mater, he sits as a member of the Board of Trustees in various De La Salle schools in the
country.

Mr. Ablaza is a Director of Manila Water Company, Inc., listed on the Philippine Stock Exchange
and Hochiminh City Infrastructure Investment Joint Stock Company, listed on the Hochiminh
Stock Exchange.

Mark Chong Chin Kok. Mr Chong, 52, Singaporean, previously served as a Director for one year,
from 6 October 2009 to 8 October 2010. He was elected again as Director at the Annual Stockholders
Meeting on 16 April 2013. Mr Chong was appointed CEO of International, Group Consumer, of
Singapore Telecommunications Limited (Singtel) on 14 January 2013 to oversee the growth of Singtel
Groups international affiliates, strengthen its relationship with overseas partners, and drive regional
initiatives for scale and synergies. Prior to this appointment, he was Chief Operating Officer of
Advanced Info Service Plc (AIS), the Groups associate in Thailand, in charge of sales and marketing
products, network operations, IT solutions, customer and services management. He has also held
senior executive roles in the Consumer, Enterprise and Network groups in Singtel. Mr. Chong
graduated with a Bachelor of Electronics Engineering and Master in Research in Electronic Systems
from ENSERG, Grenoble, France and obtained his Master of Business Administration from the National
University of Singapore. He is also a senior fellow with the Singapore Computer Society.

Mr. Chong is a Director of Bharti Infratel, a public listed company in India.

Ernest L. Cu. Ernest Cu, 55, Filipino, has served as Director since April 2009. He is currently the
President and Chief Executive Officer of Globe Telecom, Inc. Mr. Cu joined Globe in October 2008 as
Deputy CEO, and was officially appointed President and Chief Executive Officer on 2 April 2009. Since
then, he has been passionately driving a sweeping transformation across the company, including
modernizing its network and IT infrastructure, creating a strong collaborative and service-oriented
culture, and product innovations in its mobile business. Under Mr. Cus visionary leadership, Globe has
outperformed industry growth with the company breaking records across all key product groups, brands
and market segments, now recognized as the number 1 mobile brand in the country. In 2015, Mr. Cu
was named Best CEO by Finance Asia for the second time, the last one in 2010. Moreover, for the
third year in a row, he was recognized as one of the 100 most influential telecom leaders worldwide by
London-based Global Telecoms Business Magazine Power 100. In 2014, Mr. Cu was honored as the
Telecommunications Executive of the Year by the International Business Awards (Stevies). Mr. Cu also
earned international accolade in 2012 as CEO of the Year by Frost & Sullivan Asia Pacific. Prior to
Globe, Mr. Cu was President and CEO of SPi Technologies from 1997 to 2008. At the cusp of the new
millennium, Mr. Cu spurred the beginning of the BPO business model for the Philippines, to be widely
regarded as one of the founding fathers of BPO in the Philippines. Lauding his pioneering spirit, and
drawing great highlight to his career then was a recognition from Ernst & Young in 2003 as the ICT
Entrepreneur of the Year. Mr. Cu has a Bachelor of Science Degree in Industrial Management
Engineering from De La Salle University in Manila, and an M.B.A. from the J.L. Kellogg Graduate School
of Management, Northwestern University.

Mr. Cu is not a Director of any other listed company.


Romeo L. Bernardo. Mr. Bernardo, 61, Filipino, has served as Director since September 2001. He
is Managing Director of Lazaro Bernardo Tiu and Associates (LBT), a financial advisory firm based in
118 | S E C F O R M 1 7 - A
Manila. He is also a GlobalSource economist in the Philippines. He is Chairman of ALFM Family of
Funds and Philippine Stock Index Fund. He is likewise a director of several companies and
organizations including Aboitiz Power, BPI, RFM Corporation, Philippine Investment Management
(PHINMA), Inc, Philippine Institute for Development Studies (PIDS), BPI-Philam Life Assurance
Corporation, National Reinsurance Corporation of the Philippines (NRCP) and Institute for Development
and Econometric Analysis. He is a member of the Philippine World Bank Advisory Group and a member
of the Panel of Conciliators of the International Centre for Settlement of Investment Disputes. He
previously served as Undersecretary of Finance and as Alternate Executive Director of the Asian
Development Bank. He was an Advisor of the World Bank and the IMF (Washington D.C.). Mr. Bernardo
holds a degree in Bachelor of Science in Business Economics from the University of the Philippines
(magna cum laude) and a Masters Degree in Development Economics at Williams College from
Williams College in Williamstown, Massachusetts.

Directorship in other listed companies: Aboitiz Power; Bank of the Philippine Islands; RFM
Corporation; and National Reinsurance Corporation of the Philippines. All listed on the
Philippine Stock Exchange.

Delfin L. Lazaro. Mr. Lazaro, 69, Filipino, has served as Director since January 1997. His other
significant positions include: Chairman of Philwater Holdings Company, Inc., Atlas Fertilizer &
Chemicals Inc., Chairman and President of AC Energy Holdings, Inc. (formerly Michigan Power) and
A.C.S.T. Business Holdings, Inc.; Director of Ayala Corporation, Ayala Land, Inc., Integrated Micro-
Electronics, Inc., Manila Water Co., Inc., Ayala DBS Holdings, Inc., Probe Productions, Inc. and Empire
Insurance Company; and Trustee of Insular Life Assurance Co., Ltd. He was named Management Man
of the Year 1999 by the Management Association of the Philippines for his contribution to the
conceptualization and implementation of the Philippine Energy Development Plan and to the passage
of the law creating the Department of Energy. He was also cited for stabilizing the power situation that
helped the country achieve successive high growth levels up to the Asian crisis in 1997. Mr. Lazaro
earned his Bachelor of Science in Metallurgical Engineering from the University of the Philippines, and
his Masters of Business Administration (with distinction) from the Harvard Graduate School of Business.

Directorship in other listed companies: Ayala Corporation; Ayala Land, Inc.; Integrated Micro-
Electronics, Inc.; and Manila Water Company. All listed on the Philippine Stock Exchange.

Samba Natarajan. Mr. Natarajan, 50, US citizen, was elected as Director on 7 April 2015. He is
currently the Managing Director of Digital Enterprise of Singapore Telecommunications Limited. In this
role, he is responsible for identifying, executing, and operationalising growth opportunities from
emerging digital and technology trends such as Cloud, Cyber Security, Analytics, Internet of Things
(IoT), Machine-to-Machine (M2M), and Anything-as-a-service that are rapidly changing the way
enterprises (B2B) and their customers (B2B2C) interact and collaborate in their everyday lives. Prior
to this, he was a Partner with McKinsey & Co., where he most recently led the Telecoms, Media and
Technology (TMT) practice for South East Asia, with 15 years of management consulting experience in
North America & Asia. He had deep advisory and counseling relationships with boards, CEOs and
management teams across leading telecom service providers, sovereign wealth funds, regulators in
South East Asia (including Singapore, Indonesia, Malaysia, Philippines), and Australia. Mr. Samba also
has wide range of advisory experience on issues of strategy, growth, portfolio optimization, regulation,
commercial, M&A due diligence, organization and internal process improvements. He has been invited
to moderate at CommunicAsia, including at the Inter-Ministerial Forum involving a panel of several
ministers and CEOs of telecoms in Asia. Mr. Natarajan also has more than eight (8) years of prior
experience in banking & investment services, with significant operational experience in setting up
offshore operations and developing a new range of investment products. From 1988 to 1996 he was
connected with Citibank, New York/Chicago handling investment products for offshore clients,
International Client group; Citibank, Mumbai/Chennai handling Core Banking Operations, Off-shoring
and Outsourcing; Citibank, Singapore /Manila handling Business Development, for Non-Resident Indian
New Markets (Asia). Mr. Natarajan graduated with a Bachelor of Engineering, Major in Electrical
Engineering (EE), summa cum laude equivalent from the Birla Institute of Technology & Science, Pilani,
India and obtained his Post Graduate Diploma in Management at Indian Institute of Management.
Ahmedabad. Mr. Natarajan holds an MBA degree, Dual Major in Strategic Management & Finance from
The Wharton School, University of Pennsylvania, where he was a Palmer Scholar and a Ford Fellow.

Mr. Natarajan is not a Director of any other listed company.


119 | S E C F O R M 1 7 - A
Fernando Zobel de Ayala. Mr. Zobel, Filipino, 55, has served as Director since October 1995. He is
the President and Chief Operating Officer of Ayala Corporation, one of the Philippines' largest
conglomerates involved in real estate, financial services, telecommunications, water, electronics,
automotive, international investments, business process outsourcing, power generation, and transport
infrastructure. He is also Chairman of Ayala Land and Manila Water Company and Vice Chairman of
the executive committee of Bank of the Philippine Islands; Co-Chairman of Ayala Foundation, which
has projects in education, art and culture, environment and sustainable development. Mr. Zobel is also
a member of the INSEAD East Asia Council and the World Presidents' Organization; member of the
Board of Habitat for Humanity International and the Chairman of the steering committee of Habitat for
Humanity's Asia Pacific Capital Campaign. He also serves on the Board of Trustees of the Asia
Society. He is involved in the Harvard Club of the Philippines, Makati Business Club, Management
Association of the Philippines, and Philippine-Singapore Business Council. Mr. Zobel is a Board
member of the National Museum, Caritas Manila, the foundation of the Roman Catholic Church,
Pilipinas Shell Corporation, and Pilipinas Shell Foundation. Mr. Zobel holds a liberal arts degree from
Harvard College and a CIM from INSEAD, France.

Directorship in other listed companies: Ayala Corporation; Bank of the Philippine Islands; Ayala
Land, Inc.; Manila Water Company; and Integrated Micro-Electronics, Inc. All listed on the
Philippine Stock Exchange.

Rex Ma. A. Mendoza. Mr. Mendoza, 53, Filipino, was elected as Director on 8 April 2014. He is the
founder and Managing Director of Rampver Financials, a financial services firm and the leading non-
bank mutual funds distributor in the country. He was previously the Senior Adviser to the AIA Group
CEO for Marketing and Distribution. AIA Group Limited is the leading Pan-Asian insurance company
and is the parent firm of the Philippine American Life and General Insurance Company (PhilamLife).
Prior to this position, he was the President and Chief Executive Officer of Philam Life, Chairman of The
Philam Foundation, Inc. and Vice Chairman of BPI Philam Life Assurance Company. Prior to rejoining
Philam Life, he was Senior Vice President and Chief Marketing and Sales Officer of Ayala Land, Inc.
He was also Chairman of Ayala Land International Sales, Inc., President of Ayala Land Sales, Inc., and
Avida Sales Corporation. He currently serves as Director of The Freeport Area of Bataan, Esquire
Financing, Inc., Seven Tall Trees Events, Inc., and the Cullinan Group. He has a Masters Degree in
Business Management with distinction from the Asian Institute of Management and was one of the 10
Outstanding Graduates of his batch at the University of the Philippines where he obtained a BSBA
degree with a double major in marketing and finance. He was awarded Most Distinguished Alumnus of
the University of the Philippines Cesar E.A. Virata School of Business last December 2013. He is also
a fellow with distinction at the Life Management Institute of Atlanta, Georgia, USA, a Registered
Financial Planner and a four-time member of the Million Dollar Round Table. Mr. Mendoza was a
professor of Marketing and Computational Finance at the De La Salle University Graduate School of
Business. He taught strategic marketing, services marketing and services strategy. He has served as
Chairman of the Marketing Department and was awarded as one of the Universitys most outstanding
professors.

Mr. Mendoza is not a Director of any other listed company.

Saw Phaik Hwa. Ms. Saw, 61, Singaporean, was elected as Director on 7 April 2015. She was the
Group CEO of Auric Pacific Group, listed on the Mainboard of the Singapore Exchange, which has
diverse business interests ranging from distribution of fast moving consumer food, food manufacturing
and retailing, management of restaurant and food court operations to other strategic investments
including fund investment. The Group operates in various countries throughout Asia including
Singapore, Malaysia, Indonesia, Hong Kong and China. Ms. Saw will be retiring as its CEO effective
from 1 May 2015 but will remain as a consultant with the Lippo Group of companies, and will continue
to advise the Group on various matters. Ms. Saw is also a Director of Hour Glass Limited. Prior to this,
Ms. Saw was the President and CEO of SMRT Corporation Ltd between December 2002 to January
2012, Singapores first multi-modal public transport service provider. During her tenure, she had
enhanced the public travel experience in Singapore by introducing commuter-centric initiatives and
adding lifestyle conveniences at stations to make public transport a choice mode of travel for all. She
also was instrumental in broadening SMRTs geographical footprint as well as establishing SMRTs
presence overseas with the opening of offices in the Middle East and China which serve as
springboards to opportunities in those regions. For the period 1984 to 2002, Ms. Saw was the Regional
120 | S E C F O R M 1 7 - A
President in charge of businesses in Singapore, Indonesia, and Malaysia for DFS Venture Singapore.
Ms. Saw holds a Second Upper Class Honours in Biochemistry from the University of Singapore and
has attended the Advanced Management Programme, University of Hawaii.

Ms. Saw is a Director of Hour Glass Limited, listed on the Singapore Stock Exchange.

Manuel A. Pacis. Mr. Pacis, 71, Filipino, has served as Independent Director since April 2011 1. He
was formerly a Vice President for Finance of the Procter & Gamble Company (P&G) in Cincinnati, Ohio
and was named Vice President-Comptroller, Internal Controls of P&G Worldwide. As such, among his
many functions and responsibilities included leadership for financial auditing, accounting, financial and
strategy management of the company. He held positions of increasing responsibility in the Philippines,
the US, Mexico, China, and Japan including Chief Financial Officer of P&G Asia, and a Global Business
Unit (GBU). He also served as Vice President for Internal Controls Worldwide and Financial Systems
Worldwide at P&G. His wide-ranging experiences throughout his business career have included
leadership roles in corporate governance, strategic planning, internal audit, management systems / IT,
M&A, joint ventures, and finance & accounting. Mr. Pacis graduated with a Bachelor of Business
Administration (BBA), magna cum laude, from the University of the East in 1963.

Mr. Pacis is not a Director of any other listed company.

Jose Teodoro L. Limcaoco, Mr. Limcaoco, Filipino, 53, is the Chief Finance Officer and Finance Group
Head of Ayala Corporation since April 2015. He is the Chairman of Ayala Healthcare Holdings, Inc.,
Ayala Hotels, Inc., Darong Agricultural and Development Corporation, Zapfam Inc., and Water Capital
Works, Inc. He is President of Liontide Holdings, Inc. and of Philwater Holdings Company, Inc. He is
a Director of AC Energy Holdings, Inc., Ayala Aviation Corporation, Ayala Education, Inc., Asiacom
Philippines, Inc., AG Counselors Corporation, Michigan Holdings, Inc., BPI Globe Banko, LICA
Management Inc., and Just For Kids, Inc. and an Independent Director of the SSI Group, Inc. He is a
director of Ayala Automotive Holdings Corporation effective January 19, 2016. He joined Ayala
Corporation as a Managing Director in 1998. Prior to his appointment as CFO in April 2015, he held
various responsibilities including President of BPI Family Savings Bank, President of BPI Capital
Corporation, Officer-in-Charge for Ayala Life Assurance, Inc. and Ayala Plans, Inc., Trustee and
Treasurer of Ayala Foundation, Inc., President of myAyala.com, and CFO of Azalea Technology
Investments, Inc. He has held prior positions with JP Morgan & Co. and with BZW Asia. He graduated
from Stanford University with a BS Mathematical Sciences (Honors Program) in 1984 and from the
Wharton School of the University of Pennsylvania with an MBA (Finance and Investment Management)
in 1988.

Mr. Limcaoco is an Independent Director of SSI Group, Inc., listed on the Philippine Stock
Excange.

1SEC Memorandum Circular No. 9, series of 2011 sets the term limit for independent directors, effective January 2, 2012. Mr.
Pacis has served the Company as Independent Director for 3 years and 11 months, and remains qualified to serve the Company
as such.
121 | S E C F O R M 1 7 - A
B. Key Officers as of 31 December 2015

The key officers and consultants of the Company are appointed by the Board of Directors and their
appointment as officers may be terminated at will by the Board of Directors. The table below shows the
name and position of our key officers as of 31 December 2015.

Key Officers Globe


Name Position
Ernest L. Cu 1 President and Chief Executive Officer
Alberto M. de Larrazabal Chief Commercial Officer
Chief Technology and lnformation Officer (CTIO), Chief Strategy
Gil B. Genio Officer and Chief Operating Officer for lnternational and Business
Markets
Rosemarie Maniego-Eala Acting Chief Finance Officer, Treasurer, and Chief Risk Officer
Vicente Froilan M. Castelo General Legal Counsel
Rebecca V. Eclipse Chief Customer Experience Officer
Carmina J. Herbosa Chief Audit Executive
Renato M. Jiao Chief Human Resources Officer
Maria Aurora Sy-Manalang Chief Information Officer
Compliance Officer and Assistant Corporate Secretary and VP, Legal
Marisalve Ciocson-Co
Services
Bernard P. Llamzon EVP, Consumer Sales
Solomon M. Hermosura Corporate Secretary

Consultants
Name Position
Daniel James Horan Senior Advisor for Consumer Business
Rodolfo A. Salalima Chief Legal Counsel and Senior Advisor
Robert Tan Chief Technical Advisor
1
Member, Board of Directors.

Alberto M. de Larrazabal. Mr. de Larrazabal, 60, Filipino, is the Chief Commercial Officer (CCO). As
CCO, Mr. de Larrazabal will drive the integration and execution of our strategies across all commercial
units, including marketing, sales and channels, and product development for all segments of business.
He joined Globe in June 2006 as Head of the Treasury Division. He become the company's Chief
Finance Officer in April 2010 . Mr. De Larrazabal has had over two decades of extensive experience
as a senior executive in Finance, Business Development, Treasury Operations, Joint Ventures, Mergers
and Acquisitions, as well as Investment Banking and Investor Relations. He became the Chief Finance
Officer in Prior to joining Globe, he held such positions as VP and CFO of Marsman Drysdale Corp.,
VP and Head of the Consumer Sector JP Morgan, Hong Kong, and SVP and CFO of San Miguel
Corporation.

Gil B. Genio. Mr. Genio, 56, Filipino, is Globe Telecoms Chief Technology and lnformation Officer
(CTIO). As CTIO, Mr. Genio leads all network, technology and information organizations and drives
the overall vision, development and execution of architecture and strategies, proactively responding to
our business and market demands. He is concurrently the Chief Strategy Officer. He also performs
other legal entity functions for Globe such as CEO of subsidiaries Innove Communications and Bayan,
as well as board member of G-Exchange, Globe Capital Ventures, Flipside Publishing Services Inc.,
Asticom, Global Telehealth Inc., AdSpark and Kickstart Ventures. Among his previous jobs in Globe
was Chief Financial Officer, followed by stints as group head for fixed networks, carrier services and
business customers. Gil is a Managing Director at Ayala Corporation. Before joining Globe and Ayala,
Mr. Genio had spent more than 11 years with Citibank in the Philippines, Singapore, Japan and Hong
Kong, with stints in financial control, risk management, product development, audit and market risk
management. Mr. Genio obtained a Masters in Business Management, graduating With Distinction,
from the Asian Institute of Management. He holds a Bachelor of Science degree in Physics, magna
cum laude, from the University of the Philippines. Gil is currently Chairman of GSM Association Asia
Pacific

122 | S E C F O R M 1 7 - A
Rosemarie Maniego-Eala. Ms. Eala, 45, Filipino, is the Acting Chief Finance Officer, Treasurer and
Chief Risk Officer. She joined Globe in February 1998. Her previous positions in the company were
Assistant Vice President for Financial Planning and Analysis, President of G-Xchange Inc. (mobile-
commerce subsidiary), and Senior Vice President for International Business. She has had extensive
experience in financial planning and analysis, capital markets fund raising, joint ventures, mergers and
acquisitions, investor relations, strategic planning, business development, and setting up and managing
start-ups. Prior to joining Globe, Ms. Eala was Deputy Research Head for Natwest Markets. Ms. Eala
earned her Bachelor of Arts in Management Economics from the Ateneo de Manila University.

Vicente Froilan M. Castelo. Mr. Castelo, 51, Filipino, has served as General Legal Counsel and Head
of the Corporate and Legal Services Group of Globe since April 2011. He is a veteran in the practice
of law, and is one of the pioneers in the practice of Law in the telecommunications and information
communication technology field. He earned his Bachelor of Laws from San Beda College and is the
President of the Telecommunications and Broadcast Attorneys of the Philippines. He joined Globe
Telecom as the Head of Regulatory Affairs in July 1998.

Rebecca V. Eclipse. Ms. Eclipse, 53, Filipino, is the Chief Customer Experience Officer of the Office
of Strategy Management and Customer Experience. She joined Globe in March 1995. Ms. Eclipse has
over 25 years of experience in the telecommunications industry, holding key leadership roles in financial
management, revenue assurance and fraud, internal controls, business operations to strategy
development and management, process and quality management and, more importantly today,
customer experience transformation. Prior to this, she also draws from her consulting, risk
management, financial management and auditing experience from SGV & Co, as well as Eastern
Telecoms and Oceanic Wireless Network.

Carmina J. Herbosa. Ms. Herbosa, 49, Filipino, is the Chief Audit Executive. She joined Globe in
February 2012. Ms. Herbosa is a Certified Public Accountant, a Certified Internal Auditor (US CIA) and
a Certified Control Self-Assessment Auditor (US CCSA). Ms. Herbosa has more than 15 years of
financial and audit experience having held management positions in Procter & Gamble in Asia, Europe,
and the US. Prior to joining Globe, Ms. Herbosa was based in China as Senior Director for Internal
Audit for Asia and EMEA of Whirlpool Corporation. Ms. Herbosa earned her Bachelor of Science in
Business Administration and Accountancy, cum laude, from the University of the Philippines, and her
Master of Business Administration from the Kellogg School of Management, Northwestern University.

Renato M. Jiao. Mr. Jiao, 60, Filipino, is the Chief Human Resources Officer. He joined Globe in June
2010. Mr. Jiao has over 30 years of experience in general management and leveraging leading-edge
technologies, processes and human capital for competitive advantage. He is a seasoned HR
Practitioner with 15 years of experience in multi-functional HR practice areas. Mr. Jiao also held various
significant positions in Procter and Gamble (Philippines), Inc. and Procter and Gamble Asia Pte
Ltd. Prior to joining Globe, he was President of IBM Business Services, Inc. Mr. Jiao earned his
Bachelor of Science degree in Mechanical Engineering from the University of the Philippines.

Maria Aurora Sy-Manalang. Ms. Sy-Manalang, 40, Filipino, is currently the Chief Information Officer.
She is a certified Project Management Professional (PMP) with more than 20 years working experience
in the Information Technology and Telecommunications industry. Her area of expertise includes project
management, platform management, software and product development and management, training,
and education. Ms. Sy-Manalang joined Globe in 2005. She has since then handled various leadership
roles in the organization, the most recent of which was Head of Product Management. While working
with Globe, she has been instrumental in standardizing the product design and delivery process;
through her guidance, the Product Management division evolved into an enterprise resource, driving
better synergies within and across the organization. Prior to joining Globe, she gained product
management experience as IBM/Lotus Product Manager at Tech Pacific, and had overall responsibility
for the iPlanet software business of Sun Microsystems in the Philippines (since then re-branded as Sun
Java Enterprise System) covering Sales, Pre-sales, Technical Support and Channels. Ms. Sy-
Manalang holds a Bachelor of Science degree in Computer Science specializing in Information
Technology from De La Salle University, and a Master of Business Administration degree from Ateneo
Graduate School of Business.

Marisalve Ciocson-Co. Ms. Co, 45, Filipino, has served as Compliance Officer and Assistant
Corporate Secretary of Globe since July 2010. She is also the Vice President of Law and Compliance
Division of the Corporate and Legal Services Group. Ms. Co graduated Cum Laude with a degree in

123 | S E C F O R M 1 7 - A
Bachelor of Arts in Political Science from the University of the Philippines-Diliman and received her
Juris Doctor (Law) degree from Ateneo de Manila University College of Law.

Bernard P. Llamzon. Mr. Llamzon, 55, Filipino, is the Executive Vice President of Consumer Sales
Division since August 2012. He joined Globe in October 2006 to handle Sales and Distribution for
wireless products and has since then created a track record of operational excellence and effective
execution. Mr. Llamzon is a veteran in the field of Sales and Distribution with significant contributions
in the beverage, tobacco and telecommunications industries. Deriving from 27 years of experience, he
possesses broad and deeply-applied knowledge on all sales channel types, practices the disciplines of
a global company, has a well-developed local network, and has tested leadership over a large sales
organization. Mr. Llamzon holds a bachelors degree in Commerce, major in Business Management
from De La Salle University, and has attended the Management Development Program of the Asian
Institute of Management and INSEADs World Class Business Manager Program.

Solomon M. Hermosura. Mr. Hermosura, 53, Filipino, is the Corporate Secretary of Globe. He
assumed his role in July 2010. Mr. Hermosura is a Managing Director of Ayala Corporation and a
member of its Management Committee and the Ayala Group Management Committee. He is the
General Counsel, Corporate Secretary and Compliance Officer of Ayala Corporation, and the CEO of
Ayala Group Legal. He also serves as Group General Counsel and Corporate Secretary of Ayala Land,
Inc., and as Corporate Secretary of Manila Water Company, Inc., Integrated Micro Electronics, Inc.,
Ayala Foundation, Inc., and a number of other companies in the Ayala Group; and as member of the
Boards of Directors of a number of companies in the Ayala Group. Mr. Hermosura graduated
valedictorian with Bachelor of Laws degree from San Beda College in 1986 and placed third in the 1986
Bar Examinations.

Daniel James Horan. Mr. Horan, 44, Australian, is the Senior Advisor for Consumer Business Group.
He joined Globe in December 2013. Mr. Horan, is a Multinational Commercial Director who has lived
and worked across seven countries in Asia Pacific, Europe and the Middle East with leading global
companies such as Vodafone, AXIS and Sony Corporation, developing a digital lifestyle for consumers
and the commercial models. Mr. Horan has been leading digital transformations across these
communications companies, partnering with companies like Facebook, Viber, Whats app, Google,
Spotify, NBA, Disney and more. Mr. Horan studied in the Henley Management College in United
Kingdom and had further management studies from the International Institute for Management
Development in Switzerland.

Rodolfo A. Salalima. Mr. Salalima, 68, Filipino, is the Chief Legal Counsel and Senior Advisor. He
joined Globe in 1993. Before his current appointment, Mr. Salalima was Globes Senior Vice President
and Head of Corporate and Regulatory Affairs Group and served as its Assistant Corporate Secretary.
He had previously worked as a Managing Director of the Ayala Corporation. From 1992 to 1996, he
served as the first President, Chairman and Founding Director of the Telecommunications and
Broadcast Attorneys of the Philippines, Inc. (TELEBAP). In 2000-2002, he served as President of the
Philippine Electronics & Telecommunications Federation, Inc. (PETEF). Mr. Salalima is currently the
President of the Philippine Chamber of Telecommunications Operators, Inc. (PCTO) and a Director in
the Telecoms Infrastructure Corporation of the Philippines (TELICPHIL) and Innove Communications,
Inc. He earned his Bachelor of Laws degree, CUM LAUDE, and Bachelor of Arts degree (Philosophy),
Magna Cum Laude, both from the San Beda College, Manila. Presently, he teaches Remedial Law in
the San Beda College of Law.

Robert Tan. Mr. Tan, 63, Singaporean, is currently the Chief Technical Advisor for Globe Telecom
responsible for managing all the wireless and wireline network to support consumer and business. He
successfully implemented the rollout of Globes large-scale wireless network modernization undertaking
and now overseeing the rollout of nationwide deployment of LTE TDD/FDD. Mr. Tan has over 3
decades of professional and executive-level experience in the telecommunications industry within the
Asia Pacific Region. Prior to his appointment to Globe in December 2010, Mr. Tan was Head of the
Transmission and Facilities Engineering group of SingTel Optus for seven years. He also managed the
Mobile Deployment and Support Services group which played a critical role in supporting the explosive
growth of the wireless broadband business. He joined SingTel in 1975 where he built his expertise in
Transmission and Access Engineering, including extensive experience in technical due diligence work
that involves the operational and engineering assessment of companies for acquisition and strategic
partnership.

124 | S E C F O R M 1 7 - A
C. Family Relationships

The Chairman, Jaime Augusto Zobel de Ayala and a Director, Fernando Zobel de Ayala, are brothers.

There are no known family relationships between the current members of the Board of Directors and
key officers other than the above.

D. Significant Employee

The Company considers all its employees to be significant partners and contributors to the business.

E. Involvement in Certain Legal Proceedings

(1) Directors, Officers - None of the directors, officers or members of the Companys senior
management had during the last five years, been subject to any of the following:

(a) any bankruptcy, petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two (2) years prior to
the time;

(b) any conviction by final judgment of any offense in any pending criminal proceeding, domestic
or foreign, excluding traffic violations and other minor offenses;

(c) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court
of competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business, securities,
commodities, or banking activities; and

(d) found by a domestic or foreign court of competent jurisdiction (in a civil action), the Commission
or comparable foreign body, or a domestic or foreign exchange or electronic marketplace or
self-regulatory organization, to have violated a securities or commodities law, and the judgment
has not been reversed, suspended or vacated.

Item 8. Executive Compensation

A. Standard Arrangements

Directors

Article II Section 6 of the Companys By-Laws provides:

SECTION 6. COMPENSATION OF DIRECTORS - Directors as such may receive, pursuant to a


resolution of the stockholders, fees and other compensation for their services as directors, including,
without limitation, their services as members of committees of the Board of Directors (As amended on
April 12, 2011).

The stockholders ratified a resolution at its meeting held on 8 April 2014 authorizing the increase in the
compensation of Directors, except executive directors, from 100,000 to 200,000 for every Board
meeting and Stockholders meeting attended. The compensation of Directors will remain at P100,000
for every committee meeting attended or such meetings other than those mentioned above.
Additionally, executive directors do not receive per-diem remuneration.

The Company has no other arrangement with regard to the remuneration of its existing directors and
officers aside from the compensation received as herein stated.

125 | S E C F O R M 1 7 - A
Key Officers

The total annual compensation (salary and other variable pay) of the CEO and other senior officers of
the Company (excluding its subsidiaries) amounted to 185 million in 2015 and 176 million in 2014.
The projected total annual compensation for 2016 is 197 million.

The total annual compensation paid to all senior personnel (Executives) of the Company (excluding
its subsidiaries) amounted to 2,103 million in 2015 and 1,961 million in 2014. The projected total
annual compensation for 2016 is 2,261 million.
The total annual compensation for key officers and managers of the Company includes basic salaries,
guaranteed bonuses and variable pay (performance-based annual incentive) are shown below.

Salary Other Annual


Bonus
Name and Principal Position Year (in Compensation
(in Millions)
Millions) (in Millions)
Ernest L. Cu1
President & Chief Executive
Officer
Alberto M. de Larrazabal1
Chief Commercial Officer3
Rebecca V. Eclipse1
Chief Customer Experience
Officer
Gil B. Genio1
Chief Technology and
Information Officer3
Renato M. Jiao1
Chief Human Resource Officer
CEO & Most Highly Actual 2014 87 89 0
Compensated Executive Actual 2015 94 91 0
Officers Projected 2016 99 98 0
Actual 2014 1,084 877 0
All other officers2 as a group
Actual 2015 1,195 908 0
unnamed
Projected 2016 1,293 968 0
1
CEO & Most Highly Compensated Executive Officers
2
All Other Executives
3
Mr. de Larrazabal was appointed as the new Chief Commercial Officer and Mr. Genio as the new Chief Technology and
lnformation Officer effective November 9, 2015.

The above named executive officers are covered by Letters of Appointment with the Company stating
therein their respective job functionalities, among others.

B. Other Arrangements

The Globe Group also has stock-based compensation, pension and benefit plans.

Stock Option Plans

The Globe Group has Executive Stock Option Plan (ESOP) and Long-Term Incentive Plan (LTIP). The
number of shares allocated under these plans shall not exceed the aggregate equivalent of 6% of the
authorized capital stock.

1. Executive Stock Option Plan (ESOP)

The Company offered the Executive Stock Option Plan (ESOP) to the Companys directors and
officers including key officers of its subsidiaries since April 2003.

126 | S E C F O R M 1 7 - A
Balance of
Ave Price outstanding
at date of Ave Price &
No. of Date of
Name Position grant (Exercise exercisable
Shares Grant
(Offer Price) options at
Price) end of
period
Ernest L. Cu President and Chief
Executive Officer
Alberto M. de Chief Commercial
Larrazabal Officer1
Rebecca V. Chief Customer
Eclipse Experience Officer
Gil B. Genio Chief Technology
and Information
Officer1
Renato M. Chief Human
Jiao Resource Officer

All above-named Officers as a Group 0 0 0 0 0


1
Mr. de Larrazabal was appointed as the new Chief Commercial Officer and Mr. Genio as the new Chief Technology and
lnformation Officer effective November 9, 2015.

The Company has not adjusted nor amended the exercise price of the options previously awarded
to the above named officers.

The following are the stock option grants to key executives and senior management personnel of
the Globe Group under the ESOP from 2003 to 2015:

Number of Fair Value


Options of Each Fair Value
Date of Grant Granted Exercise Price Exercise Dates Option Measurement
April 4, 2003 680,200 547.00 per 50% of options exercisable 283.11 Black-Scholes
share from April 4, 2005 to April 14, option pricing
2013; the remaining 50% model
exercisable from April 4,
2006 to April 14, 2013

July 1, 2004 803,800 840.75 per 50% of options exercisable 357.94 Black-Scholes
share from July 1, 2006 to June 30, option pricing
2014; the remaining 50% model
from July 1, 2007 to June 30,
2014
March 24, 2006 749,500 854.75 per 50% of the options become 292.12 Trinomial
share exercisable from March 24, option pricing
2008 to March 23, 2016; the model
remaining 50% become
exercisable from March 24,
2009 to March 23, 2016

May 17, 2007 604,000 1,270.50 per 50% of the options become 375.89 Trinomial
share exercisable from May 17, option pricing
2009 to May 16, 2017, the model
remaining 50% become
exercisable from May 17,
2010 to May 16, 2017

127 | S E C F O R M 1 7 - A
Number of Fair Value
Options of Each Fair Value
Date of Grant Granted Exercise Price Exercise Dates Option Measurement

August 1, 2008 635,750 1,064.00 per 50% of the options become 305.03 Trinomial
share exercisable from August 1, option pricing
2010 to July 31, 2018, the model
remaining 50% become
exercisable from August 1,
2011 to July 31, 2018

October 1, 2009 298,950 993.75 per 50% of the options become 346.79 Trinomial
share exercisable from October 1, option pricing
2011 to September 30, model
2019, the remaining 50%
become exercisable from
October 1, 2012 to
September 30, 2019

The exercise price is based on the average quoted market price for the last 20 trading days
preceding the approval date of the stock option grant.

A summary of the Globe Groups ESOP activity and related information follows:

2015 2014 2013


Weighted Weighted Weighted
Average Average Average
Number of Exercise Number of Exercise Number of Exercise
Shares Price Shares Price Shares Price
(In Thousand Number of Shares Except per Share Figures)

Outstanding, at beginning of 267 P


= 1,068.56 574 1,087.26 1,366 1,081.01
yearExercised (16) 1,111.62 (302) 1,109.96 (771) 1,085.79
Expired/forfeited - - (5) 840.75 (21) 729.82
Outstanding, at end of year 251 P
= 1,084.20 267 1,068.56 574 1,087.76
Exercisable, at end of year 251 P
= 1,084.20 267 1,068.56 574 1,087.76

The average share prices at dates of exercise of the stock options as in 2015, 2014 and 2013
amounted to 2,211.92, 1,697.34, and 1,586.10, respectively.

As of December 31, 2015 and 2014, the weighted average remaining contractual life of options
outstanding is 2.87 years and 3.87 years, respectively.

The following assumptions were used to determine the fair value of the stock options at effective
grant dates:
October 1, 2009 August 1, 2008 May 17, 2007 March 24, 2006 July 1, 2004 April 4, 2003
Share price P
= 995.00 P
= 1,130.00 P
= 1,340.00 P
= 930.00 P
= 835.00 P= 580.00
Exercise price P
= 993.75 P
= 1,064.00 P
= 1,270.50 P
= 854.75 P
= 840.75 P= 547.00
Expected volatility 48.49% 31.73% 38.14% 29.51% 39.50% 34.64%

Option life 10 years 10 years 10 years 10 years 10 years 10 years

Expected dividends 6.43% 6.64% 4.93% 5.38% 4.31% 2.70%

Risk-free interest rate 8.08% 9.62% 7.04% 10.30% 12.91% 11.46%

The expected volatility measured at the standard deviation of expected share price returns was
based on analysis of share prices for the past 365 days. Cost of share-based payments for the years

128 | S E C F O R M 1 7 - A
ended December 31, 2015, 2014 and 2013 amounted to 144.86 million, 31.84 million, and 50.00
million, respectively (See Note 16.6 of the Consolidated Financial Statements).

2. Long-Term Incentive Plan (LTIP)

In November 2014, Globe obtained approval from the Board to implement another Long-Term
Incentive Plan (LTIP) also called a Performance Share Plan (PSP). Eligible to this plan are key
executives and senior management. Under the PSP, the grantees are awarded a specific number
of shares at the start of the performance period and gets vested over a specified performance period
and contingent upon the achievement of specified long-term goals.

The following are the stock option grants to key executives and senior management personnel of
the Globe Group under the LTIP:
Fair Value
Number of of Each Fair Value
Date of Grant Grants Settlement Dates Grant Measurement
January 1, 2014 106,293 100% after 3 years subject to 1,630.35 Share Price
attainment of plan targets and
subject to stock ownership
requirements

January 1, 2015 114,392 100% after 3 years subject to 1,738.30 Share Price
attainment of plan targets and
subject to stock ownership
requirements

Pension Plan

The Globe Group has a funded, noncontributory, defined benefit pension plan covering substantially all
of its regular employees. The benefits are based on years of service and compensation on the last
year of employment.

The Plan which covers Globe Telecom, Innove and GXI employees is managed and administered by a
Board of Trustees (BOT) whose members are unanimously appointed by the Globe Group acting
through its BOD, while the BTI Plan is managed and administered by a different retirement committee
(BTRC). The BOT and BTRC are authorized to appoint one or more fund managers to hold, invest and
reinvest the assets of the Plans and execute an Investment Agreement with the said fund managers.
The Plans are held and invested by the fund managers, in accordance with the guidelines set by the
BOT and BTRC.

Under the existing regulatory framework, Republic Act 7641 mandates that a retiring qualified private
sector employee shall be entitled to receive retirement benefits under any collective bargaining
agreement and other agreements, provided that an employee's retirement benefits under said
agreements shall not be less than those provided under the same law. In the absence of a retirement
plan or agreement providing for retirement benefits of employees in the entity, a qualified private sector
employee may retire and shall be paid the retirement pay by the company in accordance with the
minimum retirement pay set out in RA 7641.

The components of pension expense (included in staff costs under General, selling and administrative
expenses account) in the consolidated statements of comprehensive income are as follows:

2015 2014 2013


(in Thousand Pesos)
Current service cost P
= 543,248 P
= 417,653 P
= 348,399

The accrued pension is as follows:


2015 2014
(in Thousand Pesos)
Present value of benefit obligation P
= 6,481,297 P
= 5,236,037

129 | S E C F O R M 1 7 - A
Fair value of plan assets (3,263,513) (2,914,842)
Liabilities recognized in the consolidated statements
of financial position P
= 3,217,784 P
= 2,321,195

The following tables present the changes in the present value of defined benefit obligation and fair value
of plan assets:

Present value of defined benefit obligation


2015 2014
(in Thousand Pesos)
Balance at beginning of year P
= 5,236,037 P
= 4,262,206
Acquired on acquisition of a subsidiary 762,121
Derecognized upon sale of controlling interest in Yondu (12,279)
Current service cost 543,248 417,653
Past service cost (518,736) -
Interest cost 247,376 208,358
Benefits paid from plan assets (84,284) (106,988)
Remeasurements in other comprehensive income:
Changes in demographic assumptions 14,390 336,002
Experience adjustments 329,424 118,806
Balance at end of year P
= 6,481,297 P
= 5,236,037

Fair value of plan assets


2015 2014
(in Thousand Pesos)
Balance at beginning of year P
= 2,914,842 P
= 2,654,907
Acquired on acquisition of a subsidiary 209,793
Derecognized upon sale of controlling interest in Yondu (5,001)
Return on plan assets (excluding amount included in net
interest) (25,889) 56,877
Contributions 217,484 172,440
Benefits paid (84,284) (106,988)
Interest income on plan assets 136,079 137,606
Settlements (98,288)
Actuarial gains (losses) (1,223)
Balance at end of year P
= 3,263,513 P
= 2,914,842
Actual Return on Plan Assets P
= 108,966 P
= 194,483

The recommended contribution for the Globe Group retirement fund for the year 2016 amounted to
521.06 million. This amount is based on the Globe Groups actuarial valuation report as of December
31, 2015.

As of December 31, 2015 and 2014, the allocation of the fair value of the plan assets of the Globe
Group follows:

2015 2014
(in Thousand Pesos)
Cash and cash equivalents 211,003 148,746
Loans receivables 969,321 968,000
Investments in fixed income securities:
Government 886,907 796,424
Corporate 341,576 200,488
Loans 5,038 4,945
Others 55,931 128,035
Investments in equity shares

130 | S E C F O R M 1 7 - A
Quoted
Holding firm 250,004 164,202
Property 153,471 133,920
Industrial 142,527 123,543
Financials 118,725 88,342
Mining and oils 11,821 30,550
Others 63,382 95,647
Unquoted 1,022,002 1,000,000
Liabilities (968,195) (968,000)
3,263,513 2,914,842

The assumptions used to determine pension benefits of Globe Group are as follows:

2015 2014
Discount rate 3.16%-4.50% 4.50%
Salary rate increase 4.50%-5.00% 4.50%

The assumptions regarding future mortality rates are based on the 1994 Group Annuity Mortality Table
developed by the Society of Actuaries, which provides separate rate for males and females.

In 2015 and 2014, the Globe Group applied a single weighted average discount rate that reflects the
estimated timing and amount of benefit payments.

The sensitivity analysis below has been determined based on reasonably possible changes of each
significant assumption on the defined benefit obligation as of December 31, 2015 and 2014, assuming
if all other assumptions were held constant:

December 31, 2015


Impact on defined benefit
Increase (decrease) obligation Increase (decrease)
(In Thousand Pesos)

Discount rates +0.50% (P


= 410,410)
-0.50% 453,299

Future salary increases +1% 941,362


-1% (787,204)

Mortality +10% (1,243)


-10% 1,243

December 31, 2014


Impact on defined benefit
Increase (decrease) obligation Increase (decrease)
(In Thousand Pesos)

Discount rates +0.50% (P


= 335,974)
-0.50% 370,470

Future salary increases +1% 772,823


-1% (646,860)

Mortality +10% (1,044)


-10% 1,044

There were no changes from the previous period in the methods and assumptions used in preparing
sensitivity analysis.

The objective of the plans portfolio is capital preservation by earning higher than regular deposit
rates over a long period given a small degree of risk on principal and interest. Asset purchases
131 | S E C F O R M 1 7 - A
and sales are determined by the plans investment managers, who have been given discretionary
authority to manage the distribution of assets to achieve the plans investment objectives. The
compliance with target asset allocations and composition of the investment portfolio is monitored
by the BOT on a regular basis.

The defined benefit retirement plan is funded by the participating companies, namely Globe, Innove
and G-Xchange. The plan contributions are based on the actuarial present value of accumulated
plan benefits and fair value of plan assets are determined using an independent actuarial valuation.

The average duration of the defined benefit obligation at the end of the reporting period is 17.67
years in 2015 and 17.38 years in 2014.

Item 9. Security Ownership of Certain Record, Beneficial Owners & Management

A. Security Ownership of Certain Record and Beneficial Owners (of more than 5%) as of 31
December 2015

Name of Beneficial No. of % of


Title of Name, address of Record Owner
Owner & Relationship Citizenship Shares total o/s
Class and Relationship with Issuer
with Record Owner Held shares6
Asiacom Philippines, Inc. 1
Voting Asiacom Philippines, Inc.
34/F Tower 1 Bldg.,Ayala Filipino 158,515,016 50.93%
Preferred (hereafter, Asiacom)
Ave.,Makati City
Singapore Telecom Intl. Pte. Ltd.
(STI) 2 Singapore Telecom Intl.
Common Singaporean 62,646,487 20.13%
31 Exeter Road, Comcentre, Pte. Ltd.
Singapore
Ayala Corporation 3
Common 34/F Tower 1 Bldg.Ayala Ave., Ayala Corporation (AC) Filipino 40,351,591 12.96%
Makati City
PCD Nominee Corp. (Non-Filipino) 4 PCD Participants acting
Common G/F Makati Stock Exch. Bldg.,Ayala for themselves or for their Various 19,906,739 6.40%
Avenue, Makati City customers 5
PCD Nominee Corp. (Filipino) PCD Participants acting
Non- Various
G/F Makati Stock Exch. Bldg.,Ayala for themselves or for their 19,850,950 6.38%
Voting Filipino
Avenue, Makati City customers
1
Asiacom Philippines, Inc. (Asiacom) is a significant shareholder of the Company. As per the Asiacom By-laws and the
Corporation Code, the Board of Directors of Asiacom has the power to decide how the Asiacom shares in Globe are to be
voted. Mr. Jaime Augusto Zobel de Ayala has been named and appointed to exercise the voting power.
2
STI, a wholly-owned subsidiary of SingTel (Singapore Telecom), is a significant shareholder of the Company. As per its By-
laws, STI, through its appointed corporate representatives, has the power to decide how the STI shares in Globe are to be
voted. Mr. Tay Soo Meng has been named and appointed to exercise the voting power.
3
Ayala Corporation (AC) is a significant shareholder of the Company. As per the AC By-laws & the Corporation Code, the
Board of Directors of AC has the power to decide how AC shares in Globe are to be voted. Mr. Jaime Augusto Zobel de Ayala
has been named and appointed to exercise the voting power.
4
The PCD Nominee Corporation is a wholly-owned subsidiary of Philippine Central Depository, Inc. and is not related to the
Company.
5
Each beneficial owner of shares through a PCD participant will be the beneficial owner to the extent of the number of shares
in his account with the PCD participant. None of the 19,906,739 common shares registered in the name of PCD Nominee
Corporation (Non-Filipino) beneficially owns more than 5% of the Companys common shares.
6 Total outstanding shares includes common, voting preferred and non-voting preferred shares.

B. Security Ownership of Directors and Management (Corporate Officers) as of 31 December


2015

Amount and Percent of


Nature of Total
Title of Class Name of Beneficial Owner Beneficial
Citizenship
Outstanding
Ownership Shares
Directors
Common (direct) Jaime Augusto Zobel de 2 0.00%
Filipino
Common (indirect) Ayala 1 0.00%
Common (direct) 1 0.00%
Delfin L. Lazaro Filipino
Non-voting Preferred (indirect) 2,800 0.00%
Common (indirect) Mark Chong Chin Kok 2 Singaporean 0.00%

132 | S E C F O R M 1 7 - A
Common (indirect) Fernando Zobel de Ayala 1 Filipino 0.00%
Common (direct) 22,741 0.01%
Gerardo C. Ablaza, Jr. Filipino
Common (indirect) 38,974 0.01%
Common (indirect) 500 0.00%
Romeo L. Bernardo Filipino
Voting Preferred (indirect) 1 0.00%
Voting Preferred (direct) Saw Phaik Hwa 1 Singaporean 0.00%
Common (direct) Samba Natarajan 2 US Citizen 0.00%
Common (indirect) 100 0.00%
Manuel A. Pacis Filipino
Voting Preferred (direct) 1 0.00%
Voting Preferred (direct) Rex Ma. A. Mendoza 1 Filipino 0.00%
Common (direct) 65,255 0.02%
Common (indirect) 4,000 0.00%
Ernest L. Cu Filipino
Voting Preferred (direct) 1 0.00%
Non-voting Preferred (indirect) 16,700 0.01%
A.
B.

Officers
Common (direct) 65,255 0.02%
Common (indirect) 4,000 0.00%
Ernest L. Cu Filipino
Voting Preferred (direct) 1 0.00%
Non-voting Preferred (indirect) 16,700 0.01%
Common (indirect) 18,915 0.01%
Rebecca V. Eclipse Filipino
Non-voting Preferred (direct) 4,000 0.00%
Common (indirect) 51,838 0.02%
Gil B. Genio Filipino
Non-voting Preferred (direct) 2,000 0.00%
Common (direct) 4,322 0.00%
Common (indirect) Alberto M. de Larrazabal 2,000 Filipino 0.00%
Non-voting Preferred (direct) 2,000 0.00%
Common (direct) Marisalve Ciocson-Co 1,539 Filipino 0.00%
Common (direct) Vicente Froilan M. Castelo 814 Filipino 0.00%
Non-voting Preferred (direct) Carmina J. Herbosa 2,000 Filipino 0.00%
Common (direct) Maria Aurora L. Sy-Manalang 179 Filipino 0.00%
Common (indirect) Rosemarie Maniego-Eala 3 Filipino 0.00%
Common (direct) Renato M. Jiao 130 Filipino 0.00%
Common (direct) Solomon M. Hermosura 20 Filipino 0.00%
All Directors and Officers as a group 240,844 0.08%

None of the members of the Companys directors and management own 2% or more of the outstanding
capital stock of the Company.

Item 10. Certain Relationships and Related Transactions

For more information, refer to Note 16 of the attached 2015 Notes to the Consolidated Financial
Statements.

133 | S E C F O R M 1 7 - A
PART IV CORPORATE GOVERNANCE

Please refer to the attached Annual Corporate Governance Report (ACGR) and our
Annual & Sustainability Report (ASR).

In compliance with SEC Memorandum Circular No. 5, Series of 2013 on the ACGR supported by SEC
Advisory dated 17 March 2016 on the Submission of the ACGR together with the Annual Report, the
Corporate Governance section of our Annual Report (SEC Form 17-A) has been replaced by our
submission of the ACGR and ASR attached herein.

All our regulatory reports and disclosures are also available on our company website
(www.globe.com.ph). We have dedicated specific pages of our website for the posting of these reports
for the easy reference of our customers, shareholders and other stakeholders. These pages include,
but are not limited to the following:

i. SEC and PSE Disclosures including the SEC Form 17-A, Annual Audited Financial
Statements, Annual Information Statement (SEC Form 20-IS) and the General
Information Sheet (GIS) under the Investor Relations Page, among others:
http://www.globe.com.ph/investor-relations/sec-filings/annual-report-17a

ii. Annual Corporate Governance Report (ACGR):


http://www.globe.com.ph/corporate-governance/acgr

iii. Annual and Sustainability Reports (ASRs):


http://www.globe.com.ph/investor-relations/annual-sustainability-reports/

iv. ASEAN Corporate Governance Scorecard (ACGS):


http://www.globe.com.ph/corporate-governance/acgs

v. Annual Stockholders Meetings (ASMs):


http://www.globe.com.ph/corporate-governance/annual-stockholders-meetings

vi. Dividend Policy and Historical Dividends:


http://www.globe.com.ph/investor-relations/stock-info/dividend-policy;
http://www.globe.com.ph/investor-relations/stock-info/historical-dividends

vii. Reports and Certifications:


http://www.globe.com.ph/corporate-governance/reports-and-certifications

viii. Related Party Transactions (RPTs):


http://www.globe.com.ph/corporate-governance/related-party-transactions

134 | S E C F O R M 1 7 - A
PART V SUSTAINABILITY

Item 11. Environmental Impact

ENERGY EFFICIENCY

Climate change poses a real threat to humankind as the resulting change in weather patterns, rise in
sea levels, and its impact on the worlds oceans could lead to loss of homes and livelihood, death of
fish and other sea creatures, and even conflict.

The Philippines is one of the 10 countries most affected by disasters caused by climate change based
on data from the 2015 Global Climate Risk Index. It thus led 19 other countries--collectively called the
Vulnerable 20 (V20) group--in October to prepare financially for disasters and improve the disbursement
of public and private funds in those situations.

More significantly, nearly 200 countries came together in Paris, France in December to adopt the
historic Paris Agreement. It aims to maintain the rise in global temperature under 2 0C, and to work
further in limiting the increase to just 1.50C above levels before the Industrial Revolution that began in
the mid-18th century.

Globe works in solidarity with the rest of the world in ensuring that we take better care of the planet for
the sake of the generations that will come after us. Thus, the company makes every effort to ensure
that even as it improves infrastructure to meet the current and future needs of our customers, it is done
without compromising the welfare of the environment.

Over the past several years, there has been a steady rise in customers demand. As the country's
leading telecommunications provider, Globe takes all the necessary steps in order to meet their demand
and ensure that its infrastructure is ready to respond to their current and future needs.

However, these improvements and expansion often require a tremendous amount of energy. In fact, a
huge bulk of Globes operational expenses come from the energy consumption of its sites. In 2015, the
total energy consumption from operations reached 384 million kWh, 9.52% higher than the previous
year, due to an increase number of sites and upgrades done at some facilities such as installation of
additional resources for WiFi, local exchange carrier (LEC), and WiMAX to respond to the needs of
customers. The company has thus undertaken programs that enable it to identify solutions that can
make its sites run more efficiently.

Electricity consumption (in kWh) 2014 2015


Operations (owned and leased facilities) 351,159,083.9 384,584,462.6

One way Globe has done this is to revisit existing legacy sites. Through analysis and field visits, the
company was able to develop solutions and quick fixes that will be applied to all sites. Through the
companys pilot program, these solutions yielded an average of 1.6kW reduction in energy consumption
per site. This translated to a 23% average decrease in consumption in the pilot sites. At P10/kWh, this
translates to approximately P384 per day or P11,500 per month of savings. Globe also implemented
solutions such as shutting down legacy equipment, migrating equipment outdoor, and optimizing
existing free-cooling system, cabin vacation, and air-con shutdown.
Another step Globe undertook was using the new SingleSON (self-optimizing network) solution that
allows automatic near-real time diagnostics of Globes mobile broadband network and optimizing it
intelligently. It means less equipments are needed to manage complex networks while delivering a great
network experience to customers. Powered by a SONMaster as the core product and engine, it detects
coverage problems and adjusts radio frequency parameters automatically.

Improvements dont stop at the companys outdoor network infrastructure. Globe also looks into its in-
building sites design and operating models and optimizes the design according to the demand of the
building or floor type, from putting equipment on standby mode to shutting down legacy equipment.

Globe further complements these measures by shifting its power generators from traditional lead
batteries to more environment-friendly power sources such as deep cycle batteries, lithium ion batteries,
diesel hybrid power units that cut diesel fuel usage compared to traditional generator sets, and fuel cells

135 | S E C F O R M 1 7 - A
that eliminate the use of diesel altogether. All these ensure that the company addresses its challenge
in energy consumption in a way that doesn't harm the environment.

Fuel consumption from generators 2014 2015


(in liters)
Diesel 11,171,497.6 8,451,856.5
Gasoline 38,820.1 10,729.0
Total 11,210,317.7 8,462,585.5

Green Solutions # of sites


Direct Current Hybrid Power Unit (DC-HPU) 16
Free Cooling System (FCS) 577
Fuel Cell Batteries 35
Lithium Ion Batteries 455
Total 1,083

GHG emissions (in tonnes CO2e) 2014 2015


Transport Vehicles 10,479.5 11,028.1
Gensets 34,110.5 25,751.8
Scope 1 from total fuel consumed 44,590.0 36,779.9
Scope 2 purchased electricity 199,126.8 216,345.9
Scope 3 business travel via air 1,743.3 2,247.4
Total 245,460.1 255,373.2

WASTE MANAGEMENT

In its publication, Chemicals and Waste Management for Sustainable Development, the United
Nations Development Program talks about humanitys dependence on the earths resources for its
survival. Contrary to what many believe, the planet has limited supply of food, water, and other natural
resources for everyone. This supply is further diminished when people carelessly dump waste and other
hazardous materials in the environment. Globe tries to make a difference by collecting waste we
generate and recycle those that we can.

As Globe continues to expand its range of products and services to better serve its customers, the
company strives to do so without creating a negative impact on their health and the environment. Globe
also takes a close look into our entire value chain, identify which areas produce waste--specifically solid,
electronic, and hazardous waste--and ensure that these are handled correctly. From infrastructure to
products that have reached their end-of-life, the company finds ways to collect and properly dispose of
them. This commitment is cemented in Globes Environmental Sustainability Policy, which guides the
company in protecting the environment around its areas of operations, managing its industrial waste,
developing environmentally friendly products and services, and minimizing its carbon footprint.

Globe understands that by continuing to upgrade its network and the increased penetration of mobile
phones into the mainstream market, electronic waste or e-waste poses an even bigger environmental
threat because this contains hazardous metals such as lead, mercury, and cadmium. This is where the
companys e-waste recycling program called Project 1Phone, which was rolled out in 2014, comes in.
In this project, e-waste is collected from the companys operations and customers and the whole lot is
transported to the companys accredited partner Total Environment Solutions Asset Material
Management (TES-AMM) in the Philippines. After weigh-in, TES-AMM Philippines now ships the waste
to TES-AMM Singapore for proper recycling. This year, Globe further increased the e-waste collected
by partnering with Huawei, Aboitiz, Coca-Cola, and JPMorgan Chase & Co. among others, resulting in
124,572.19 kg of e-waste generated, up by 56% compared to last years 79,968.20 kg.

Another hazardous waste that is crucial to operations are lead acid batteries from the companys towers,
which are also collected and disposed of carefully. Compared to the previous year, there was a 73.5%
drop in the disposal of used lead acid batteries generated from 222,857 kg to 58,926 kg in 2015. This
was due to a delay in the renewal of contract with the companys accredited recycler, Oriental & Motolite
Marketing Corporation (OMMC). These batteries are currently in staging facilities and are scheduled for
disposal in the first quarter of 2016.

136 | S E C F O R M 1 7 - A
Meanwhile, there was an increase in the busted fluorescent lamps generated from 1,125 in 2014 to
5,018 in 2015 from which the company generated 200,720 mg of liquid mercury. This was mainly due
to Globes proactive move to LED lights in our various facilities. Used oil is another form of waste that
the company collects and treats. This year, 844 L of used oil was collected, down from 3,728 L in 2014
due to a delay in the companys agreement with Genetron International. Currently, the collected used
oil is stored at staging facilities and is scheduled for hauling in the first quarter of 2016.

Globe also began to generate and collect grease waste in 2015 due to the opening of cafeterias in our
TGT Fort sites. The company makes sure that its housekeeping partners collect these in drums
regularly, and safely store these in the companys materials recovery facility, then disposed of by its
accredited partner for waste management. This follows the same practice applied to other types of
waste that the company generates, such as busted fluorescent tubes and used oil.

Solid wastes generated and weight by type 2014 2015


(in tonnes)1
Recyclables 20.2 24.2
Residuals 77.5 172.0
Total 97.7 196.2

Waste diverted from landfill 2014 2015


(in percentage)
Operations 21 12

Hazardous wastes generated and weight by


2014 2015
type (in kg)
Used lead acid battery2 222,857.0 58,926.0
Grease waste3 - 8,848.5
Electronic waste4 79,968.2 124,572.2
Total 97.7 196.2

Used oil generated 2014 2015


(in liters) 5
Used oil disposed and treated 3,728 844

Other hazardous wastes generated 2014 2015


(in pcs)
Busted fluorescent lamps 6
1,125 5,018
Used cartridges7 1,263 1,179
1
In 2015, solid waste from TGT Cebu was included. This was on top of the four sites mentioned
in 2014 - Globe Telecom Pioneer, Valero Telepark, GT-IT Plaza and TGT Fort.
2
All Globe sites which produce lead acid batteries
3
TGT Fort only
4
All Globe sites which produce electronic wastes
5
All Globe sites which generate oil
6
All Globe sites which use fluorescent lamps
7
All Globe sites which use printer cartridges

Globe also believes in setting a good example to its customers so that they too may be inspired to take
better care of the environment. Al regular employees who was issued a postpaid plan are automatically
enrolled to the billing on mobile program, also known as paperless billing. By being in the program, the
company eliminates paper waste by enabling customers to view their bill on their phones, tablet, or
desktop, and enjoy the convenience of getting their bill on time. The company has also pushed its
customers to sign up for the same program through raffles and promos. Part of the ongoing initiative of
paperless campaign since 2013, 2015 saw an increase in customers who now prefers to receive their
bills online. The company also saw a 59.9% reduction of paper usage just from last year alone.

137 | S E C F O R M 1 7 - A
2014 2015
Subscribers on paperless billing 1,095,499 1,751,223
Total number of subscribers 3,475,769 3,828,956
Total number of paper saved (pcs) 4,381,996 7,004,892
No. of reams (based on 500pcs per ream) 8,764 14,010
Total weight (based on 2kg per ream) 17,528 28,020
No, of trees saved per ton of paper recycled (annual) 5,048 8,070

Globe also makes its business customers part of its endeavor to protect the environment by
encouraging them to use the Canvas application. It can reduce or do away with their need for traditional
paperwork. Users of the app can choose from 14,000 apps that range from inspection forms to work
orders to surveys, which can help cut their paper costs by up to 75% and achieve productivity savings
of approximately P175,000 per user annually.

Item 12. People Management

Globe treats its employees and customers, as one family, collectively called Ka-Globe. Rooted from the
companys Circle of Happiness, Globes engaged employees will do what it takes to delight customers
by adopting a new service culture. The company has gained the commitment of every employee to put
the customer first and to deliver a wonderful service.

EMPLOYEE ENGAGEMENT

As Globe continues to work together in transforming its culture, measurement of employee engagement
continues to evolve as well. A satisfaction metric is no longer enough as it only measures how an
employee feels about their job and certain conditions within their employment, while engagement refers
to employees commitment and connection to work as measured by the amount of discretionary effort
they are willing to expend on behalf of their employer. Moving beyond employee satisfaction, we look
for engaged, enabled, and energized employees to deliver their best performance, and sustain it over
time.

In 2015, Globe once again received above norm of an overall sustainable engagement score of 89%,
2% higher than 2014.

Philippine National Global


Global High Performing
Norm Telecommunications
+4 +7 +5

EMPLOYEE DEVELOPMENT

Globe believes that education is a great equalizer. Every employee is believed to have leadership
potential regardless of their rank and stature. The company thus gives every Globe employee access
to continuous learning development through Globe University. It develops their leadership and
managerial skills, giving them a competitive advantage in their area of expertise. To further strengthen
its commitment to this initiative, the company has come up with new programs and courses in 2015 and
renovated the entire fifth floor of its old office, Globe Telecom Pioneer, to its very own Globe University.
This provides employees with an environment more conducive to learning, and at the same time
enables Globe to increase the number of employees it can accommodate.

Anchored on Globes leadership and functional competencies, the company has introduced five new
academies--Sales and Marketing, Technical, Leadership, Professional Development, and Culture--to
build competencies and to accelerate talent pools necessary in setting up for the next Globe. This
initiative has resulted in a 120% increase in total employee training hours in 2015 compared to 2014,
based on the ratio of training hours per headcount.

138 | S E C F O R M 1 7 - A
Training hours per employee 2014 2015
Total training hours provided to Executives and Heads 4,163 5,564
Total number of Executives and Heads 429 464

Total training hours provided to Managers and Senior Specialists 38,622 96,324
Total number of Managers and Senior Specialists 3,406 3,828

Total training hours provided to Specialists and CBUs 17,120 46,468


Total number of Specialists and CBUs 2,347 2,572

SAFE AND HEALTHY WORKPLACE

Globe employees are integral to Globes success as a company. Thus, the company puts a premium
on ensuring their health and safety in their place of work and even outside of it. This is done through
strict adherence to government's Occupational Safety and Health (OSH) standards and the OHSAS
18001 Occupational Health & Safety Management Systems Standards, as well as a host of other related
programs.

The company currently has two OHSAS-certified facilities--its Valero office and GTI. However, the same
safety practices and standards apply to the companys other sites as well. This ensures that the
company minimizes everyone's exposure to risk and accidents, including contractors, vendors, visitors
to our sites, and our employees. There has been a decrease in incidents/accidents (165 in 2015 vs.
221 in 2014) from regular Globe employees because of proactive OHSAS standard implementation and
safety training courses.

Globes Occupational Safety and Health Policy guides the company in protecting the health and safety
of its employees and the surrounding communities where it operates. Part of implementing this policy
is the annual physical examination (APE) that all employees are required to have. In 2015, 97% of
eligible employees took control of their health through availment of their APE. The companys in-house
health adviser then uses the result of the examination to provide personalised wellness programs to
each employee and the quarterly consultations that track the progress of the program. In September,
the company also introduced a licensed dietician who can guide employees on how to eat right based
on their specific circumstances. As of end 2015, 122 employees engaged with the dietitian to jump start
a healthier lifestyle. Meanwhile, the companys partnership with Maxicare ensures that employees get
the best in-patient and outpatient coverage they deserve.

There are various employee engagement activities as well to promote the wellbeing of Globe
employees. Those who are housed in the Globe Tower have access to an indoor gym with daily
specialized classes ranging from Yoga to TRX. Another alternative, employees can also get special
discounts at leading gyms through its partnership with the likes of Fitness First and Gold's Gym. Those
who love sports can also join competitions such as the Ayala Group-wide sportsfest, basketball and
bowling tournaments.

With regard to safety, the company disseminates and makes public to its employees, through its
intranet, a Safety, Health, and Environmental Management System (SHEMS) manual that covers
mitigation of operational risks and a proactive approach to creating a safer workplace, such as correct
ergonomics at work and avoiding serious illnesses. Globe also assigned and trained around 15% of
total employees to assess all health and safety hazards in the workplace and communities; and
proactively create programs to address these incidents.

2014 2015
Total No. of Health & Safety Committee Members 696 769
Total No. of Employees 6,182 6,864

Aside from the Health & Safety Committee, regular safety drills and trainings are also performed to
ingrain in each employee best practices and standards that must be followed in case of an emergency.
Throughout the year, Globe has conducted training courses which spread out in 17 batches with a total
of 240 participants composed of regular employees in 2015.

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Training courses provided throughout the year include:
Defensive driving
Defensive driving for off-road
Industrial climbing, hauling, and rope access
Industrial first-aid and basic life support
Water safety and rescue
Emergency preparedness and response for Stores
Articulated vehicle: Driving course

The most significant drill of the year was the companys participation in the Shake Drill led by the Metro
Manila Development Authority held on July 30. It was a Metro Manila-wide simulation of a 7.2-
Magnitude earthquake originating from the West Valley Fault System in the National Capital Region. A
total of 17 sites participated in this drill--11 of which are Globe sites and the remaining six being Bayantel
sites--and involved over 7,000 employees, occupants, and visitors in those sites. It was the first time
this type of drill was conducted on this scale, and it featured high employee turnout, especially in The
Globe Tower (98%), Globe Telecom Pioneer (94%), and Valero Telepark (89%).

WORKFORCE STATISTICS

Globe promotes a culture of collaboration in diversity, which gives a significant edge as customers shift
to a digital lifestyle. Through this kind of culture, the company is able to draw from a wide range of ideas
and experiences that help shape products and services that are better suited to what customers need.

Globe welcomes every employee regardless of their gender, age, religion or ethnicity. The companys
full-time employees of approximately 6,800, 11% higher than the previous year due to the Bayantel
merger, is almost evenly balanced as 53% are male, while the remaining 47% are female. At the board
level, one female executive sits as independent director. In addition, five of Globes 11 key officers are
female, proof that both men and women receive equal opportunities in the organization.

Composition of Employees

Total
Percentage
Headcount
By Age
Under 30 1,543 22%
30-50 5,116 75%
Over 50 205 3%
By Region
Luzon 5,772 84%
Visayas 656 10%
Mindanao 436 6%

Number and Rate of Employee Turnover

2014 2015
By Gender
Male 286 302
Female 226 297
By Age
Under 30 165 172
30-50 326 402
Over 50 21 25
By Region
Luzon 434 497
Visayas 48 58
Mindanao 30 44
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Under the internal employee tiering, Globe recognizes the right of employees to form organization for
the purpose of collective bargaining. In Globe, employees under its collective bargaining unit (CBU) are
part of Globe Telecom Employees Union - Federation of Free Workers (GTEU-FFW). These ensures
the companys compliance to the Department of Labor and Employment's Collective Bargaining
Agreement (CBA). And part of the CBA, there is a Labor Management Council, a venue where
Management and the Union, discuss and resolve issues pertaining to productivity, policy, and customer
service. A grievance committee is also established to process any grievance that may arise from time
to time in accordance with the grievance machinery. We do not discriminate, interfere, restrain or coerce
any CBU in exercising their right as a member of the union.

Item 13. Societal Impact

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) lies at the heart of Globe Telecom. The company believes that
integrating business with social responsibility makes the Globe brand meaningful for customers. At
Globe, CSR is not only about doing programs for environment care, human and community
development, but also to express genuine and innate care. Through Bridging Communities, Globe is
committed to creating shared value for its customers, communities and business.

Aligned with the companys Corporate Social Responsibility (CSR) policy, Globe aims to transform and
empower underserved communities through innovative solutions in order to nurture a better
environment. Globe also adopts the best practices of the international standard for social responsibility,
ISO 26000. Doing so enables the company to drive sustainability across the organization and seek
continuous innovative solutions in creating a wonderful world. The standard also serves as a guide in
integrating the companys social and environmental initiatives with its core business strategy to be a
sustainable organization.

Making Healthcare Affordable and Accessible

Any society that aims to be productive and innovative relies on healthy citizens. But with under-
resourced public hospitals, poor health infrastructure, costly medical consultations, and only 70,000
doctors serving a population of some 100 million, providing basic and affordable healthcare in the
Philippines remains to be an enormous challenge.

In August, Globe launched KonsultaMD nationwide, its first foray into the life services industry.
Subscriber of the service enjoy 24/7 service manned by licensed Filipino doctors that provide medical
assessment, basic healthcare, and permissible medication over the phone.

Sufficient number of doctors are on duty to cover three shifts to provide advice on cases relating to
general and family health, pediatrics, and general medical inquiries. From its soft launch in July,
KonsultaMD has over 16,000 active subscribers and have answered a total of 951 successful health-
related consultations.

For as little as P150, Globe postpaid subscribers can enroll up to four household members to the
program. Meanwhile, prepaid subscribers can enroll themselves for as little as P15 per week, P60 per
month, P120 for two months, or P180 for 3 months. Calls made from Globe landline phones nationwide
are free while calls from Globe or TM mobile phones are charged at only P 1 per minute. Calls made
from non-Globe landlines within Metro Manila are free while calls from outside Metro Manila are charged
regular NDD rates. Similarly, calls from non-Globe or non-TM mobile phones are charged regular cross
network rates.

KonsultaMD was made possible through Globes partnership with Salud Interactiva, a company that
has been in the telehealth business in Mexico for 20 years. This enables the company to combine its
ICT expertise with their industry experience to create healthcare solutions that will truly benefit Filipinos,
especially those who lack sufficient access to basic health services.

In addition to KonsultaMD, Globe has made two strategic investments in the healthtech sector through
its wholly-owned subsidiary, Kickstart Ventures.
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First is Lifetrack Medical Systems, which is a digital healthcare startup that makes radiology readings
from x-rays, CT scans, and MRIs more accessible and affordable through their unique radiology
software platform. This helps address the shortage in the number of qualified radiology technicians
around the world, particularly emerging markets like the Philippines. Kickstart has also invested in
Medix, a cloud-based clinic management service. Initially designed for dental practices, it has eventually
developed an electronic medical record platform that's already being used in hospitals and clinics in the
Philippines, in addition to being the system used by the Ayala Corporation's chain of community clinics
called Family Doc.

Expanding Avenues of Learning

A nation's economic development depends largely on the level and quality of education of its citizens.
When they receive better education and achieve higher levels of learning, they have better chances of
moving up the economic ladder.

Developments in technology, particularly mobile internet adoption and the availability of affordable data-
capable phones and tablets, have made it easier for both students and teachers to access a vast library
of information previously out of their reach. Students can go beyond what they learned in the classroom
with just a few clicks. Teachers benefit, too, because the information they get from the internet can
make for more interesting and enriching lessons. Meanwhile, tablets and internet-capable phones
enable anyone to access the information they need whenever and wherever possible.

However, figures from the Department of Education (DepEd) Education Management Information
System Division show that only 12,121 or 25.9% of the country's 46,739 public schools have internet
access--7,800 for elementary schools and 4,321 for high schools. This means that more than three
quarters of public schools are missing out on the benefits that having internet access provides. Lack of
adequate infrastructure is one of the reason for this, which consequently slows down the progression
of our country's human capital.

Globe has been a longtime advocate of education. This pushed the company to give Filipinos--
especially those who are underprivileged yet deserving--more access to educational opportunities
through ICT and setting up an environment that's conducive to learning.

Text2Teach, in partnership with Ayala Foundation, is Globes first large-scale effort in advancing mobile
learning to boost quality education since 2008. Using its network, teachers can access, download and
store videos and materials for Grade 5 and 6 students in subjects around english, math, science and
values education to their mobile devices and connect it to a normal TV or a video projector to play the
videos to a class. With a wide selection of materials, the program truly makes significant contribution in
the learning of the underserved schools and communities in the country. To date, there are 1,493
Text2Teach recipient schools with 7,465 trained teachers, benefitting 315,600 students.

Then there is the Global Filipino School (GFS) program. Since 2012, this has transformed select public
schools into centers of ICT excellence and create teacher training hubs that aim to increase
understanding and effective usage of ICT in the classroom.

As of end 2014, Globe has transformed a total of 11 schools into GFS across the country, including
Bilar National High School in Bohol, City Central in Cagayan de Oro City, and New Ormoc National
High School in Ormoc City; benefiting an estimated 32,000 students nationwide. Through its partnership
with the DepEd and selected public schools, the company been able to provide unparalleled online
connectivity, a Globe Mobile Laboratory package, and 21st Century Teaching Methods using ICT in the
classroom. Before the year ended, Globe closed a partnership with Ayala Foundation, Inc. to connect
9 more schools nationwide into GFS; totaling to 20 schools in 2015.

The 21st Century Teaching Method is based on P21's Framework for 21st Century Learning. This
defines and shows student outcomes or the skills and knowledge that students need to succeed in the
21st century, not only in the classroom but also in their work, life, and in the society in which they live.
Support systems complement these outcomes, which ensure students master the skills required of
them.

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The GFS falls under two student outcomes--Learning and Innovation Skills, and Information, Media,
and Technology Skills. With Learning and Innovation Skills, students are trained to be creative, think
critically, communicate, and collaborate in preparation for a more complex work and life environments
ahead of them. Meanwhile, the Information, Media, and Technology Skills outcome helps students use
the wealth of information available to them today more effectively. These outcomes are supported by
21st Century Learning Environments, the support system which aims to provide all students with equal
access to "quality learning tools, technologies, and resources" among other things.

Teachers are also trained on ICT education and project-based learning through Global Filipino
Teachers (GFT) program so they can maximize the resources provided to their school. To further extend
quality education, mentors impart their 21st century teaching skills to their peers through the GFT lead
program. To date, Globe was able to train 781 teachers from the program, 279 were trained by GFT
Teachers and 502 were trained by the companys partner Coalition for Better Education (CBE).

Apart from preparing public schools for 21st century learning, Globe also find ways to showcase how
technology can make learning even more exciting. In partnership with The Mind Museum, the company
developed a mobile application called The Mind Museum App to increase interest in science and an
appreciation towards the different initiatives that The Mind Museum accomplishes. Launched during
World Teachers' Day in October 5, the app features a guide on its 250 different exhibit pieces, questions
ranging from K to 12 topics that stir students' curiosity, and do-it-yourself experiments that both teachers
and students can try in the classroom or at home.

In addition, Kickstart Ventures donated P1.5 million to the Bonifacio Art Foundation (BAFI)--The Mind
Museum's parent company--to fund the design, construction, and management of The Maker Studio
Pilipinas. It is an educational package composed of two components. First is a set of modules that
encourage individuals seven years old and above to create and build their own inventions using
available resources. Then there is a mobile maker space where people can access creative learning
materials, which can be deployed within or outside the museum.

Kickstart's donation aims to provide an extraordinary educational experience that inspires better
understanding of science by the public, create engagement, and build a feeder system for tech talent.

To push the boundaries in the learning innovation and transforming the full spectrum of education
systems, the company launched Globe Education Solutions suite in 2015. The suite provides life-long
learning by combining our vast infrastructure with solutions provided by top companies in the education
sector--Brightspace of D2L, Educube of Globals, and Flipside.

Brightspace--an integrated learning platform--can increase student engagement, personalize students'


learning experience, and enable teachers to fine tune their teaching methods through data-driven
analytics.

Meanwhile, Educube helps school administrators streamline their business processes using Educube's
Enterprise Resource Planning designed specifically for schools. With this kind of system built in, schools
will be able to automate and integrate all of their administrative services, including staff and student
information, admissions, enrollment, fees management, payroll, attendance, and grading system.

Finally, Globes partnership with Flipside Publishing Services, Inc. can increase adoption of the use of
electronic books--also known as e-books--through solutions such as conversion, aggregation, branding,
retailing, publishing, and distribution of e-books for the Philippine educational system. We also lent our
support for Flipside in introducing the Philippine Educational E-book Reader (PEER), an e-reader app
where users can read and buy e-books using their desktop, Android, or iOS device. As of end 2015,
there are a total of 286 books for sale in the Flipside library (http://flipreads.com) from 78 contributors.
The company also distributed free collections of over 1,200 e-books with 35 different BISAC subject
headings to libraries in Manila, Caliraya, and Ilocos Norte. In addition, Globe donated over 250 digital
libraries to 158 academic libraries from schools and universities and 22 government institution and
public libraries throughout the country through our partnership with the Philippine Librarians
Association, Inc.

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MEANINGFUL PRODUCTS AND SERVICES

Increasing Productivity and Prosperity

Micro, small, and medium enterprises (MSMEs) provide jobs and more opportunities for financial growth
to millions of Filipinos. According to the Philippine Institute for Development Studies (PIDS), 99.6% of
enterprises in the Philippines are MSMEs, which employ 62% of the countrys workforce. A huge
majority of these are micro enterprises, comprising 91.55% of the total number of enterprises, followed
by small with 7.66%, medium enterprises with 0.40%, and finally large enterprises with 0.39%.

Despite the status of MSMEs as the countrys main economic driver, many face challenges that usually
include the lack of access to finance, technology, and skills, as well as supply chain problems. We help
them overcome these challenges through Globe myBusiness, which supplies business owners with all
the ICT tools they need to efficiently run and grow their enterprises.

First there's myWebsite where MSMEs are able to build online presence with their own customized
website at a price point suited for small businesses. Their business can now be search optimized to
reach a wider audience. The service comes with a free 30-day trial.

Meanwhile, the Google Apps for Work suite provides businesses with essential tools to get their work
done, including a personalized business e-mail on the Gmail platform, Google Hangouts for video
meetings and group messaging, and Google Drive for creating and collaborating on documents,
spreadsheets, and presentations over the cloud system.

Globe also helps simplify inventory tracking with myShopkeeper that employs a paperless inventory
tracking system. It also creates a centralized dashboard for inventory and sales transactions organized
for the business owners. It can improve transaction time and efficiency especially for repetitive tasks
and can make re-stocking easier with its stock balance feature.

When it comes to reducing physical documents, MSMEs can use Canvas. It's a digital form builder that
businesses can use to create, organize, file, and process documents online that eliminate paperwork.
They can customize their own forms or choose from over 16,000 templates to get them up and running
instantly.

Shopify makes e-commerce much easier. Merchants use the platform to manage every aspect of their
business from products to orders to customers, selling online, in retail stores, and on the go. Accounts
have a dashboard that business owners can use to manage their inventory, track their orders, and
monitor their sales. We can also link up businesses with other services such as a payment gateway
and courier services to streamline their operations further.

Physical stores can also start accepting credit and debit card payments with Globe Charge, a card
reader that attaches to a smartphone or tablet. Getting the device is easier too because it has fewer
requirements, a low service fee, a downloadable app for easy setup, and features next-day deposit to
their account.

As it already is a growing expectation, establishments can provide WiFi access to their customers with
myBusiness WiFi Hub. It has a built-in printer that generates and prints logins and passwords for
customers. Up to 20 users can connect to the WiFi Hub simultaneously, and businesses can choose to
provide access either on the basis of time or volume consumed.

To top off all of these tools and features, the Globe myBusiness postpaid plans also give businesses
more flexibility when it comes to staying connected online through our various data offers. Businesses
can get all-day access to app bundles through the myBIZ App. They can choose specific bundles for
messaging, shopping, travel, and fitness as deemed fit for their own needs.

Moreover, Globe finds ways to bring our solutions closer to entrepreneurs nationwide through events
like Globe myBusiness Day. The first one was held in Cauayan, Isabela, since it is considered as one
of the country's first smarter cities as declared by the Department of Science and Technology (DOST),
to enable businesses to avail of Globe solutions as well as to educate them on running their business.
Different sectors and government units were pooled for the learning sessions to encourage participants
to run their own business. The event also featured franchising options for people who were still unsure
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about the type of business that they want to set up. Events like these not only help us promote Globes
products, but more importantly boost the growth of enterprises in regions outside of Metro Manila.

As more organizations adopt new business models related to mobility, cloud computing, the Internet of
Things (IoT), and the Internet of Everything (IoE), the enterprise is becoming an amorphous
environment.

Globe Business, through its information and communication technology (ICT) arm, commits to
revolutionize and build up Philippine enterprises and business organizations through ICT. Globe
Business helps them realize the importance of ICT in making them more efficient and productive so
they can succeed and expand their reach globally.

As early as 2011, Globe broke ground as the first telecommunications company to offer infrastructure
cloud computing solutions in the country. Cloud computing has become an important factor for any
service that requires information coming from a digital network. In the past, this was only limited to
private enterprises, but it has since expanded to serve different types of businesses developers and
startups to large companies as served by Globe Business.

Businesses enjoy a number of benefits when they transition to cloud computing, including considerable
savings and increased productivity. This is because this solution offers scalability where businesses
can adapt immediately to the needs of their customers without upgrading their infrastructure.
Meanwhile, productivity is improved as this technology allows employees to access files and collaborate
wherever they are in the world.

More importantly, cloud computing addresses the issue of sustainability as it gives businesses the
option to forego expensive data centers that require considerable energy to run. That is why when
businesses choose cloud computing, it is not only they who win, but the environment as well. These
environmentally conscious actions can also have an effect on the evaluations conducted by rating
agencies, helping boost the company's image as a consequence.

These are the same benefits that our CloudSolutions product provides to businesses, regardless of
their size and scale of operations. They can avail of these services: (a) Infrastructure-as-a-Service
(IaaS), (b) Infrastructure Services and (c) Software-as-a-Service.

IaaS helps organizations save up on their file storage costs and equipment by using a virtual
environment where business-critical information can be stored. Doing so enables them to let go of
cumbersome and expensive physical hardware or servers. Globe enables businesses to use IaaS by
providing them with a Virtual Private Cloud (VPC). Here, virtual servers are hosted in the companys
data centers where consumers can store or launch their own private cloud resources.

This service is flexible as well, because consumers can scale their own requirements by customizing
the service's vCPU, vRAM, storage, and other components.

Globe Businesss CloudSolutions also comes with a Dedicated Private Cloud (DPC) service where
businesses can build their own private cloud by leveraging pre-configured and tested components.
Additionally, the solution also leases customizable Dedicated Server Hosting to clients.

Then there's our Disaster-Recovery-as-a-Service (DRaaS) solution. This protects our clients' data and
their applications in case of natural or man-made disasters.

On top of IaaS, DRaaS, and SaaS solutions, we also provide Back-up-as-a-Service (BaaS), Google
Apps for Work, Microsoft Office 365, Canvas, PayrollCloud, and DocumentCloud solutions for
businesses that wish to fully utilize cloud computing.

Then there's AdSpark, a Philippine digital solutions startup and a wholly-owned subsidiary of Globe,
which helps entrepreneurs tap into their customers online through affordable digital marketing and
advertising. In 2015, AdSpark acquired social marketing company Socialytics to provide better
understanding a social media analytics and metrics to improve performance on digital platforms.

LocalUp, formed under the AdSpark and Globe umbrella is a Digital Marketing Agency dedicated to
bringing SMEs online. LocalUp focuses on helping Small & Medium Businesses establish themselves

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in the local digital landscape through search optimization and SMS marketing that enable localized and
targeted campaigns for their consumers.

Globe continues to increase productivity at the Bottom of the Pyramid (BoP) through its sustainable
livelihood program. In 2015, the company helped generate P12.7 million in revenues for the sector,
which is about a 92% increase from the previous year, by providing them ICT connection, capacity
building support and market access. The company also enhanced its program strategy and partnered
with KIVA and other organizations which contributed to the increase in revenue.

Globe also expanded sustainable livelihood opportunities for vocational students in collaboration with
Educational Development Center (EDC), a global non-profit organization which addresses some of the
world's most urgent challenges in education, health, and international development. Through EDC's
Accelerating Work Achievement and Readiness for Employment (AWARE) program, the company
hosted 54 technical-vocational students from Benigno Ninoy Aquino High School (BNAHS) and Eulogio
"Amang" Rodriguez Vocational School to improve their work readiness by sharing EDC's ICT expertise.

Students received a five day mentoring on the latest technologies, shadowed Globe technicians, and
received hands-on training on various hardware processes, as well as software installation. These
activities exposes the students to new technologies and develops their knowledge and skills in ICT.

To generate additional income opportunities for the BoP, we continued with the AMAX caravan in
partnership with the Department of Social Welfare and Development (DSWD) through their 4Ps
program.

Meanwhile, as Globe further promotes the digital lifestyle, the company partnered with Kiva, a company
with a mission to connect people through lending to alleviate poverty. Globe customers can easily send
funds through GCash to people from local micro-enterprising programs under agriculture, services,
food, and the retail sector. Beneficiaries of this program include Negros Women for Tomorrow
Foundation, BagoSphere, and Paglaum Multipurpose Cooperative, among others.

Banking the Unbanked

Lack of access to financial services remains a common problem among Filipinos. According to Bangko
Sentral ng Pilipinas (BSP), four out of ten Filipino adults put aside money to save. 68% of those who
saved money keep their savings at home, 33% saved in banks, 7.5% in cooperatives and 2.6% in group
savings, also known as paluwagan. As much as 12% of municipalities in the Philippines remain
unserved.

These factors make obtaining credit difficult for the unserved and underserved, which is why many are
forced to borrow from informal sources such as family, relatives and friends (62%) and informal lenders
(10%). Meanwhile, getting their remittances from the overseas poses challenges as well due to high
bank transaction costs and the time and effort needed to pick up the remittance from their outlet.

Through Mynt, a wholly owned subsidiary, Globe aims to build a unified Globe financial services
structure that provides those financial services that previously were not available to most Filipinos. The
continuing shift to a digital lifestyle presents a unique opportunity for us to boost financial inclusion in
the Philippines with the use of mobile technology.

Since its launch in 2004, GCash has evolved from a mobile wallet into a digital money transmitting
business service. There are 2.32 million GCash account holders who receive monetary transfer that
can either be used for purchase, to pay for specific things like load and bills, or it can also be withdrawn
in cash from our 7,555 Globe partner outlets nationwide. Also, 1.2 million account holders are carded
with a GCash Mastercard, who enjoy the benefits of cashless shopping and online purchases on sites
where credit cards are usually required. The PowerPay+ product simplifies salary disbursement for
business owners and handling of employees loans.

With more Filipinos taking their business online, the lack of secure payment platforms needs to be
addressed. Globe Charge enables businesses to accept credit card payments using a small device that
can easily be connected to a data-capable phone. The system is more convenient than manual point-
of-sale (POS) systems and can be activated on public WiFi or a mobile data subscription to operate the
service. As of December 2015, we have 3,110 merchants are utilizing the service.
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More than a million Filipinos riding the Light Rail Transit (LRT) and Metro Rail Transit (MRT) daily can
finally enjoy the combined convenience of paying for their MRT and LRT fares plus engaging in cashless
shopping and bills payments with the new GCash beep Mastercard.

GCash beep Mastercard is the first value-added card to be beep ready, allowing cardholders to load
and pay for their MRT and LRT trips easily, while maintaining the functionality of an ATM and debit
card. The tap, swipe and shop feature also makes it easy for customers to just tap the card to pay for
their fares, swipe their card for purchases and even shop online for apps and online goods. Currently,
the beep card can be used at any of the 33 million Mastercard merchants worldwide, LRT and MRT
lines, and select partner establishments. Since our launch in October 2015, there are approximately
30,980 GCash beep Mastercards sold.
Working with BPI BanKO, Globe also offer microloans to commercial loan programs for entrepreneurs
who wants to scale-up their businesses. For the year 2015, the company has disbursed P300 million
loans to around 9,000 borrowers.

Mynt will pioneer initiatives that enables financial services previously not available to most Filipinos.
Through mobile technology, Globe will provide its customers with instant access to payments,
disbursements, e-commerce, insurance, investments, and remittances, while also providing an ultra-
convenient and safe way to store and access their funds. By leveraging on technology and alternative
credit scoring models, the company will also eliminate informal lending and drive loans that are quick
and easy with affordable rates.

Fostering Connectivity

Over the past years, Globe has invested in a robust network infrastructure to enable an enjoyable digital
lifestyle, empower businesses with digital capabilities, enhance productivity, and make them globally
competitive.

The company reached a major milestone in late 2014 when it completed its rollout of HSPA+
technology, giving 100% 3G and 4G coverage across the Philippines. In addition, Globe made strategic
partnerships that put the latest broadband technology to its customers.

Globes partnership with Alcatel Lucent has helped further extend our mobile ultra-broadband
infrastructure in the Visayas and Mindanao using LTE-TDD and LTE-FDD technologies. The company
is also in the process of implementing LTE-CA and LTE-eMBMS technologies, which will increase
bandwidth capacity and allow delivery of video and multimedia services on Globes LTE network,
respectively.

As the company foresees an explosive growth in mobile data services traffic, Globe became the first
operator in the world to deploy Huawei Technologies SingleSON (self-organizing network) solution in
March. This will enable the company to manage a more complex network effectively and provide
customers with unparalleled digital experience. Globe has since tested it live in its networks 20,000
2G, 3G, and 4G cells, which saw excellent results and immediate improvement on both drop call rates
and users throughput.

In November, Globe also signed a five-year partnership deal with Huawei in a bid to further enhance
and expand its mobile network. The partnership involves planning and design of a mobile broadband
network utilizing the latest state-of-the-art technology trends. The project also involves the creation of
a mobile innovation center to yield innovative products and solutions that would ensure Globe
maintains its competitive edge and leadership in the intensely competitive local telecommunications
industry.

Globe posted one of the highest capex-to-revenue ratio in the last two years due to aggressive
upgrading and enhancing of its network infrastructure. At a 27% index in 2014, which rose to 28% in
2015, the company was investing more compared to the local industry averaging only 23% in both
years. In Asia, only Chinas capex-to-revenue ratio of 36% in 2015 and 33% in 2014 exceeded those
of Globe based on the published financial statements online of publicly-listed telecommunications
companies in the region, which were compiled and computed per country.

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Globe also showcased its capability in providing world-class internet speeds during the Asia Pacific
Economic Cooperation (APEC) summit in November as one of the official ICT partners. In the various
meetings held in different locations in the Philippines, Globe provided data allocation of 12.5 Gbps,
including those held at the Philippine International Convention Center, the World Trade Center, the
Ninoy Aquino International Airport, Clark Pampanga, Subic, Iloilo City, Bacolod City, Boracay, and Cebu
City.

APEC National Organizing Council Director General Marciano Paynor sent his commendation for the
role Globe played in the two-day summit in a letter. "That the delegates were able to effectively utilize
communication technology in aid of substantive discussions made during these meetings was due to in
large measure to the facilities provided through the expertise, attention, and assistance of your
company."

Customers were able to experience world-class internet speeds by providing them with the fastest fiber
connection speeds at home at a more affordable price with our Platinum Broadband Plans. These plans
bring exceptionally fast internet speeds of 50 Mbps to 1 Gbps with the fiber-to-the-home technology.
These come with unlimited data, no data cap, and free access to Spotify, NBA League Pass, and
HOOQ. These plans are initially available at select areas. The new pricing scheme effectively puts the
Philippines at par, if not better, against other countries such as USA, Thailand, and Indonesia in terms
of affordability of broadband services.

To effectively roll-out Globes network capacity building program, the company is seeking Open Access
legislation for the telecommunications industry to help mitigate bureaucratic red tape and other political
hurdles that stand in the way in the deployment of telecommunication and broadband infrastructure.
We are also calling for the equitable distribution of the 700 Megahertz (MHz) frequency spectrum which
enables mobile operators to reduce capital and network costs while accelerating the rollout of services
at lower prices, so service providers can address the rapidly increasing data traffic amid growing
smartphone use in the country.

148 | S E C F O R M 1 7 - A
SIGNATURES

Pursuant t
o the requirements of Section 17 of the Code and Section 141 of the Corporation Code, this
report is signed on behalf of the issuer py the undersigned, thereunto duly authorized, in the City of
Taguig on March 31 2016.

By:

Date: 31 March 2016


Ernest L. Cu i;
President and Chief e Officer

1-*-
Date: 31 March 2016
Rosemarie Maniego-Eala I
Acting Chief Financial Officer

Date: 31 March 2016


Atty. Solomon M. Hermosurd
Corporate Secretary

I APR \ 3 2016
SUBSCRIBED AND SWORN to before ifne this day of 2016, affiants who are personally
knownto meoridentifiedthrough compe entevidence ofid entity, towit

Name P ssport or ID No. Date ofIssue Expiry Date


Ernest L. Cu EB8165201 May21, 2013 May20, 2018

Rosemar
ieManiego-Eala EC5073884 Aug26, 2015 Aug25, 2020

Solomon M. Hermosura EB2913409 July 5, 2011 July4, 2016

32nd S? \ he G'Obe T we

Roll ofAttorneys No 62287 S Sur

175
PART VI EXHIBITS AND SCHEDULES

A. Exhibits Please see accompanying Index to Exhibits in the following pages


B. Reports on SEC Form 17-C - The Company regularly files various reports on SEC Form 17-C
relative to various company disclosures. Of these, the more significant ones are as follows:

Date Title
January 8, 2015 GlobeTel Singapore secures license to offer telco services in Singapore
January 23, 2015 Notice of the Annual Stockholders Meeting
January 26, 2015 4Q14 Analysts Briefing Invite
January 30, 2015 2014 Progress Report in Disbursement of Proceeds (GLOPP)
January 30, 2015 Disclosure Regarding Peter Bithos
February 27, 2015 2014 Audited Financial Statements
March 9, 2015 Globe signs P7-B term loan with PNB
April 30, 2015 1Q15 Analysts Briefing Invite
May 5, 2015 Certification of Independent Directors
June 15, 2015 Corporate Disclosure (June 15, 2015)
July 1, 2015 Corporate Disclosure (July 1, 2015)
July 2, 2015 Corporate Disclosure (July 2, 2015)
July 9, 2015 Report on Number of Shareholders (June 2015)
July 20, 2015 2Q15 Analysts Briefing Invite
July 20, 2015 Corporate Disclosure (July 20, 2015)
July 21, 2015 Corporate Disclosure (July 21, 2015)
August 9, 2015 Report on Number of Shareholders (July 2015)
August 27, 2015 Corporate Disclosure (August 27, 2015)
September 1, 2015 Corporate Disclosure (September 1, 2015)
September 1, 2015 Corporate Disclosure (2) (September 1, 2015)
September 2, 2015 Corporate Disclosure (September 2, 2015)
September 9, 2015 Report on Number of Shareholders (August 2015)
September 15, 2015 Press Release: Globe and Xurpas formalize strategic partnership
September 17, 2015 Corporate Disclosure (September 17, 2015)
October 1, 2015 Globe signs P5Bn and US$45Mn term loan with Metrobank
October 9, 2015 Report on Number of Shareholders (September 2015)
October 26, 2015 3Q15 Analysts Briefing Invite
Nov. 6, 2015 Corporate Disclosure (November 6, 2015)
Nov. 12, 2015 Corporate Disclosure (November 12, 2015)

150 | S E C F O R M 1 7 - A
INDEX TO EXHIBITS

Description of Exhibit Remarks/Attachment


Statement of Managements Responsibility
Report of Auditors and Consolidated Financial Statements and Notes to

Consolidated Financial Statements
Independent Auditors Report on the Supplementary Schedules
Short Term Investments *
Amounts Receivable from Directors, Officers, Employees, Related

Parties and Principal Stockholders
Long-Term Investments in Securities (Non-current Marketable
Securities, Other Long Term Investments in Stocks and Other
Investments)
Deferred Charges and Others *
Long Term Debt
Indebtedness to Related Parties (Other Long term Liabilities)
Capital Stock (Specimen of stock certificate)
Plan of Acquisition, Reorganization, Arrangements, Liquidation or
*
Succession
Instruments Defining the Rights of Security Holders, Including
*
Indentures
Voting Trust Agreement *
Material Contracts *
Schedule of Unappropriated Retained Earnings as of 12/31/2015
Annual Report to Security Holders
Letter re: Director Resignation *
Report Furnished to Security Holders *
Subsidiaries to Registrant
Published Report Regarding Matters Submitted to a Vote of Security
*
Holders
Consent of Experts and Independent Counsel *
Power of Attorney *
Financial Assets
Amounts Receivable from Related Parties which are Eliminated during

the Consolidation of Financial Statements
Intangible Assets-Other Assets
Indebtedness to Related Parties
Guarantees of Securities of Other Issuers *
Capital Stock

Note: * The exhibits are either Not Applicable to the Company or require No Answer.

151 | S E C F O R M 1 7 - A
) Globe Telecom, Inc.
The Globe Tower
32nd Street corner 7th Avenue
Bonifacio Global City
Taguig, Philippines

+632.7972000
I www.globe.com.ph

STATEMENT OF MANAGEMEN 'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

The management of Globe Telecom, Inc. and Subsidiaries ("Globe Group") is responsible for the
preparation and fair presentation of the consolidated financial statements for the years ended December
31, 2015, 2014 and 2013, including 1 |he additional components attached therein, in accordance with
Philippine Financial Repor
ting Standards. This responsibility includes designing and implementing
inter
nal controls relevant to the prepar
at ion and fair presentation of the consolidated financial statements
that are free from material misstatementl whether due to fraud or error, selecting and applying appropriate
accounting policies, and making accounting estimates that are reasonable in the circumstances.

The Board of Directors reviews and approves the consolidated financial statements including the
nd submits the same to the stockholders.

Navarro Amper & Co. and SyCip G<i>rres Velayo & Co.,the independent auditors appointed by the
stockliolders for tlie period December 3 1. 2015 and 2014, respectively, have examined the consolidated
financial statements of the Globe Grout. in accordance with the Philippine Standards, on Auditing, and in
their reports to the stockliolders, havs expressed their opinion on the faiptes^'of presentation upon
completion of such examination.

JAME KUGUSTO ZOBEL DE A/YALA


y | Chairman ofthe Board

8Tt. CU x ROSEMARIE MANTEGO-EALA


President ai liief Executive Of
icer
f Acting Chief Finance Officer and Treasurer

February 5, 2016

FEB 03 _atTAGUie CITY_c.ity


SUBSCRIBED AND SWORN to befoj @e me this at 1@"1" *-" ' ' City.
affiants who are personally known to nl ie or identified through competent evidence of identit
y, to wit:

Name Passport or ID No. Date of Issue Expiry Date


Jaime Augusto Zobe] De Ayala EB6052044 July 31,2012 July 30, 2017
Ernest L. Cu EB8165201 May 21. 2013 May 20. 2018
Rosemarie Maniego-Eala EC5073884 Aug. 26. 2015 Aug. 2^202f l
MTV. CLAWSA V"fSf* ?A
*, Tt
oOMselbvnK
3a"4 Str
aa tor n 1* Avmwo
Bonlit
aio OloSral Olf, TigutS '

m nTajJMJOW7-i( 0l szr.iiulsC.nr
1BPO.R. No IO013l3'0rt.|4-Ufl>o BClIy
Roll fA otusytNo W
Non-controiling
Retained
Derivative
earnings
liabilities
interest

148,607,048 132,764,889
Total Assets
1*195,679,751 P! 79,506,952
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable and accrued expenses
12, 16.28.10 P49,827,302
Current portion of long-term debt P47.526.559
14,28.10 7,973,594
Unearned revenues 6,129,663
4 4,938,233
Income tax payable 4,609,967
Provisions
24 1,519,639 1,587.428
13 1,160,118 401,288
28.10 U 1,278 94,809
65,530,164 60.349,714

Long-termdebt-netofcurrentportion
14.28.10 64,255,264
Deferred income lax 59,146,140
24 2,211
Otherlong-term liabilities 15, 18,28.10 399
6,494,330 5,473,033
70,751,805 64,619,572
Total Liabilities
136,281,969 124,969,286
Equity
Paid-up capital
17 44,486,976
Cost of share-based payments 44,478,242
18.1
Other reserves 338,008 189,433
17,28
(1,211,513) (977,853)
17 15,778,557 10,852,478
Equity attributable to equity holders of the Pareni
59,392,028 54,542,300
5,754 (4,6341
Total Equity
59,397,782 54,537,666
Total Liabilities and Equity
P195.679.751 1*179,506,952
See accompanying Notes to Consolidated Finanei ' Statements.
(al Globe Tetecom,lnc.
ffiGtobe v
The GLobe Tower
32nd Street corner 7th Avenue,
Bonifacio GLobaL City,
Taguig, PhiLippines'1 634
+632.7912000
,i\
\rz www.gtobe.com.ph

07 January 2016

Securities and Exchange Commission


SEC Building, Mandaluyong City

Attention: Director Justina F. Callangan


Director, Corporate Governance & Finance Department

DirectorVicente Felizmenio P. Graciano, Jr.


Director, Markets & Securlfies Regulation Department

Philippine Stock Exchange, lnc.


3/F Tower One and Exchange Plaza
Ayala Triangle, Ayala Avenue, Makati City

Attention: Ms. Janet A. Encarnacion


Head, Disclosu re Department

Philippine Dealing and Exchange Corporation


37lF Tower 1, The Enterprise Center
6766 Ayala Avenue cor. Paseo de Roxas, Makati City

Attention: Ms. Vina Vanessa S. Salonga


Head - /ssuer Compliance and Disclosure Department (ICDD)

Gentlemen:

ln compliance with SEC Memorandum Circular No. 12, Series of 2014 or the Clarification for Changes and
Updates in the Annual Corporate Governance Report (ACGR), please find attached Globe Telecom, lnc.'s
Consolidated Changes in the ACGR for the year 2015.

Thank you very much

Very truly yours,

o
nce Officer, Assistant Corporate Secretary and
VP and Compliance Division
(q Gtobe Telecom, lnc.
ffi}Globe The Gl.obe Tower
32nd Street corner 7th Avenue,
Bonifacio GLobaL City,
Taguig, Phil.ippines 1 634
+632.7972O0O

@ www.gtobe.com.ph
REPUBLIC OF THE PHILIPPINES)
TAGUIG CITY )ss.

SECRETARY'S CERTIFICATE

I, MARISALVE CIOCSON-CO, being the duly elected, qualified and incumbent


Assistant Corporate Secretary of GLOBE TELECOM,INC. (the "Corporation"),

DO HEREBY CERTIFY

l. That on ll December 2015, the Board of Directors of this Corporation passed and
approved the following resolution:

"RESOLVED, to approve the Updates in the Annual


Corporate Governance Report (ACGR) for Year 2015 in
compliance with the Securities and Exchange Commission
Memorandum Circular No. 12, Series of 2014."

2. That the aforesaid resolution is a true and correct copy of its original in my
possession and custody as such Assistant Corporate Secretary and that the same has not been
revoked, amended and/or modified up to the present.

IN WITNpSS WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation this tfl. day of January 2016 at Taguig City.

CIOCSON-CO
k
Secretary

SUBSCRIBED AI\[D SWORN before me this/day of January 2016 at Taguig City,


by affiant who is presently known to me or identified through competent evidence of identity by
means of Passport No. EC2189796 issued at DFA, Manila on 24 September 2014 and expires on
23 September 2019.

Poc. No.V? :
Pase No. Z-:
no"ot No.-f,'; 00mct A%[r.
Series of K16.

I
Consolidated Changes in the ACGR
2015 Summary

Part A(1)(d)(iv)

A. BOARD MATTERS

x xxx
(d) Directorship in Other Companies

xxx

(iv) Has the company set a limit on the number of board seats in other companies (publicly listed,
ordinary and companies with secondary license) that an individual director or CEO may hold
simultaneously? In particular, is the limit of five board seats in other publicly listed companies
imposed and observed? If yes, briefly describe other guidelines:

Maximum Number of
Guidelines Directorships in other
companies
Executive Director
Non-Executive Director *Please see explanation below.
CEO

*None of Globes directors serve in more than five (5) publicly-listed companies. Globes executive
director, Mr. Ernest L. Cu, also does not serve as director or officer in any other publicly-listed company.
Furthermore, Article II (1.6) of the Companys Revised Manual of Corporate Governance provides:

1.6 Policy on Multiple Board Seats

a. The Board may consider the adoption of guidelines on the number of


directorships that its members can hold in stock and non-stock Corporations. The
optimum number should take into consideration the capacity of a director to
diligently and efficiently perform his duties and responsibilities. The Chief Executive
Officer (CEO) and other executive directors may be covered by a lower indicative
limit for membership in other boards, but in no case shall any executive director serve
as such on more than two (2) boards of publicly-listed companies outside the group. A
similar limit may apply to independent or non-executive directors who, at the same
time serve as full-time executives in other Corporations. In any case the capacity of
directors to diligently and efficiently perform their duties and responsibilities to the
boards they serve should not be compromised.

b. Any limitation in the number of directorships outside of Globe Telecom shall not
include directorships in the Corporation's subsidiaries, affiliates, parent Corporation,
and affiliates and subsidiaries of the parent Corporation.

c. Independent/non-executive directors shall not hold more than five (5) concurrent
Board directorships in publicly-listed companies.
Consolidated Changes in the ACGR
2015 Summary

Part A(1)(e)

(e) Shareholding in the Company (as of 30 September 2015)

Complete the following table on the members of the companys Board of Directors who directly and
indirectly own shares in the company. For full disclosure, this table shall reflect all classes of shares of
the company (Common, Voting Preferred*, Non-Voting Preferred**). Reference to capital stock shall
only include the total of Common (132,742,402) and Voting Preferred (158,515,021) shares:

Number of
Number of % of Capital
Name of Director Indirect Shares / Through
Direct shares Stock
(name of record owner)
Jaime Augusto Zobel de Ayala 2 1 0.0000%D
(thru AC as nominee share) 0.0000%I
Delfin L. Lazaro 1 - 0.0000%D
Mark Chong Chin Kok - 2 0.0000%I
(thru STI as nominee share)
Fernando Zobel de Ayala - 1 0.0000%I
(thru AC as nominee share)
Gerardo C. Ablaza, Jr. 22,741 38,973 0.00008%D
(thru PCD) 0.0001%I
1
(thru AC as nominee share)
Romeo L. Bernardo* - 500 0.0000%I
(thru PCD)
Samba Natarajan 2 - 0.0000%
Manuel A. Pacis* - 100 0.0000%I
(thru PCD)
Rex Ma. A. Mendoza* - - 0.00%D
Saw Phaik Hwa* - - 0.00%D
Ernest L. Cu* 66,256 - 0.0002%D
0.00%I
TOTAL 0.00038%
* Voting Preferred Shares
Note: Mr. Lazaro and Mr. Cu are also holders of non-voting preferred shares.
Consolidated Changes in the ACGR
2015 Summary

Part A(4)

x xxx

4) Other Executive, Non-Executive and Independent Directors

Does the company have a policy of ensuring diversity of experience and background of directors in the
board? Please explain.

Yes. Globes adoption of a Board Diversity Policy manifests and strengthens the Companys
commitment to ensuring diversity of experience and background at the Board level. Globe values effective
debate and discussion among its Board. As such, the Company recognizes that, among other skills and
qualifications, diversity of perspectives is an important requisite to foster independence, integrity, fair
representation and a culture of professional openness at the Board level.1 Globe believes that these are
fundamental to achieving the full potential of efficient and effective performance by the Board in carrying
out its duties and responsibilities in accordance with the objectives and vision of the Company. Therefore,
no director or candidate for directorship shall be discriminated upon by reason of gender, age, disability,
ethnicity, nationality or political, religious or cultural backgrounds. This is also included in the Companys
Manual of Corporate Governance, which is available through the company website
(http://www.globe.com.ph/documents/50301/16764017/17C_Revised+Manual+of+Corporate+Governanc
e_12May2015.pdf).

The Nomination Committee (NomCom) Charter provides that the NomCom shall encourage the
selection of a mix of competent directors, each of whom can add value and create independent judgment
to the formulation of sound corporate strategies and policies. Indeed, the current members of the Board
have diverse expertise, professional experiences and background that enable thorough examination and
deliberation of the issues and matters affecting the Company. The profiles of the directors are found in the
Board of Directors section of the Companys Annual Report as well as in the Board of Directors section
of the Companys corporate website (http://www.globe.com.ph/corporate-governance/board-of-
directors).

xxx

Define and clarify the roles, accountabilities and deliverables of the Executive, Non-Executive and
Independent Directors:

Executive Non-Executive Independent Director


Role
Accountabilities *Please see explanation below.
Deliverables

*The roles, accountabilities and deliverables of all the members of the Board of Directors as provided in
Article II (1) 1.8-1.11 of the Revised Manual of Corporate Governance apply to all Executive, Non-executive or
Independent Directors. However, Independent Directors are expected to maintain their independent judgment
in carrying out the responsibilities of a director. The Executive Director, who is the President and CEO, in addition
to his responsibilities as a Director, has general supervision of the business, affairs, and property of the Company,
and over the officers and employees. Furthermore, the Executive Director shall see that all orders and resolutions

1 2009, ICGN Global Corporate Principles, Item 2.2 (b) and (c).
Consolidated Changes in the ACGR
2015 Summary

of the Board of Directors are carried into effect.

Provide the companys definition of "independence" and describe the companys compliance to the definition.

As provided in the Companys Manual of Corporate Governance, an Independent Director is a person


independent from the Corporation, its management and major/substantial shareholders and free from any
business or other relationship which could materially interfere with his exercise of independent judgment in
carrying out his responsibilities as a director. The Companys independent directors, namely: Mr. Manuel A. Pacis,
Mr. Rex Ma. A. Mendoza and Ms. Saw Phaik Hwa have no relation with the management or the
major/substantial shareholders of the Company, and have no business or other relationships with the Company.

Does the company have a term limit of five consecutive years for independent directors? If after two years, the
company wishes to bring back an independent director who had served for five years, does it limit the term for
no more than four additional years? Please explain.

Yes. As provided in Article II, Section 1.5(f-i) of the Companys Manual of Corporate Governance:

f) Independent directors can serve as such for five (5) consecutive years;
g) After completion of the five-year service period, an Independent director shall be ineligible for election
as such in the same company unless the Independent director has undergone a cooling off eriod of
two (2) years, provided, that during such period, the Independent director concerned has not engaged
in any activity that under existing rules disqualifies a person from being elected as such in the same
company;
h) An Independent director re-elected as such in the same company after the cooling off period can
serve for another four (4) consecutive years under the conditions mentioned in 1.5), g) above;
i) An Independent director can only serve as such for a total of nine (9) years from the date of first
appointment, without prejudice to being elected as such in other companies outside of the business
conglomerate, where applicable.

None of Globes current independent directors have served the Company as such for five years or more.
Consolidated Changes in the ACGR
2015 Summary

Part A(5)(b)

x xxx

(b) Selection/Appointment, Re-election, Disqualification, Removal, Reinstatement and Suspension

Describe the procedures for the selection/appointment, re-election, disqualification, removal,


reinstatement and suspension of the members of the Board of Directors. Provide details of the
processes adopted (including the frequency of election) and the criteria employed in each procedure:

Procedure Process Adopted Criteria


a. Selection/Appointment
(i) Executive Directors
(ii) Non-Executive Directors *Please see explanation below.
(iii) Independent Directors
b. Re-appointment
(i) Executive Directors
(ii) Non-Executive Directors *Please see explanation below.
(iii) Independent Directors
c. Permanent Disqualification
(i) Executive Directors
(ii) Non-Executive Directors *Please see explanation below.
(iii) Independent Directors
d. Temporary Disqualification
(i) Executive Directors
(ii) Non-Executive Directors *Please see explanation below.
(iii) Independent Directors
e. Removal
(i) Executive Directors
(ii) Non-Executive Directors *Please see explanation below.
(iii) Independent Directors
f. Re-instatement
(i) Executive Directors
(ii) Non-Executive Directors *Please see explanation below.
(iii) Independent Directors
g. Suspension
(i) Executive Directors
(ii) Non-Executive Directors *Please see explanation below.
(iii) Independent Directors
Consolidated Changes in the ACGR
2015 Summary

*The procedure, process, and criteria for the selection/appointment and disqualification of the
members of the Board of Directors are provided for in the Companys By-Laws and the Revised Manual
of Corporate Governance (Article II). Such procedures, process and criteria apply to all Executive
Director, Non-Executive Director and Independent Directors. The President (Executive Director) shall be
chosen from among the Directors (Article III, Section 1 of the By-Laws).

Article II, Section 5 of the By-Laws provides that:

If any vacancy shall occur among the directors by reason of death, resignation,
or for any other reason, such vacancy may be filled by the remaining directors at any
meeting at which a quorum shall be present. Any such vacancy may also be filled by
the stockholders entitled to vote, by ballot, at any meeting or adjourned meeting held
during such vacancy, provided the notice of the meeting shall have mentioned such
vacancy or expected vacancy. The stockholders entitled to vote at any such meeting
may also, in case of like mention, accept the resignation of any director and fill the
vacancy thereby caused for the unexpired terms. In case of a vacancy in the Board the
remaining directors shall continue to act, but if at any time their number be reduced
to less than four, the remaining directors shall forthwith fill the vacancies or call a
special meeting of the stockholders entitled to vote for that purpose.

Also, Article II, Section 1.3 of the By-Laws lays down the procedure for the nomination of the
directors, thus:

The Corporation shall have a Nominations Committee which shall be composed


of at least three (3) members, one of whom shall be an independent director. It shall
promulgate the guidelines or criteria to govern the conduct of the nominations for
director. The nominations for directors shall be properly disclosed in the corporations
information or proxy statement or such other reports required to be submitted to the
Commission.

The Nominations shall be conducted as follows:

1. Nomination of director/s, including independent directors, shall be


conducted by the Committee prior to a stockholders meeting. All
recommendations shall be signed by the nominating stockholders
together with the acceptance and conformity by the would-be
nominees.
2. The Committee shall pre-screen the qualifications and prepare 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 director/s.
3. After the nomination, the Committee shall prepare a Final List of
Candidates which shall contain all the information about all the
nominees for directors, including independent directors, as required
under Part IV (A) of Annex C of SRC Rule 12, which list, shall be made
available to the Commission and to all stockholders through the filing
and distribution of the Information Statement, in accordance with SRC
Rule 20, or in such other reports the corporation is required to submit to
the Commission. The name of the person or group of persons who
recommended the nomination of the directors, including independent
Consolidated Changes in the ACGR
2015 Summary

directors, shall be identified in such report including any relationship


with the nominee.
4. Only nominees whose names appear on the Final List of Candidates shall
be eligible for election as Director/s. No other nominations shall be
entertained after the Final List of Candidates shall have been prepared.
No further nominations shall be entertained or allowed on the floor
during the actual annual stockholders/memberships meeting.

5. Election of Independent Director/s


i. The conduct of the election of independent director/s shall be
made in accordance with the standard election procedures of
the corporation or its by-laws.
ii. It shall be the responsibility of the Chairman of the Meeting to
inform all stockholders in attendance of the mandatory
requirement of electing independent director/s. He shall ensure
that independent director/s are elected during the
stockholders meeting.
iii. Specific slot/s for independent directors shall not be filled-up
by unqualified nominees.
iv. In case of failure of election for independent director/s, the
Chairman of the Meeting shall call a separate election during
the same meeting to fill up the vacancy.

The qualification, disqualification, temporary disqualification of directors, as well as additional


criteria for independent directors are stated in Article II, Sections 1.2, 1.3, 1.4, and 1.5 of the Revised
Manual of Corporate Governance, which reads:

1.2 Qualifications
A director of the Corporation shall have the following qualifications:
a) Ownership of at least one (1) share of the capital stock of the
Corporation;
b) A college degree or its equivalent or adequate understanding
of the telecommunication industry or sufficient experience and
competence in managing a business to substitute for such
formal education;
c) Relevant qualification, such as previous business experience,
membership in good standing in the relevant industry, and
membership in business and professional organizations.
d) Possess integrity, probity and shall be diligent and assiduous in
the performance of his functions.

1.3 Disqualifications
The following persons are disqualified from being a director of the
Corporation:
a) Any person who has been finally convicted by a competent
judicial or administrative body of the following: (i) any crime
involving the purchase or sale of securities, e.g. proprietary or
non-proprietary membership certificate, commodity futures
contract, or interest in a common trust fund, pre-need plan,
pension plan or life plan; (ii) any crime arising out of the
person's conduct as an underwriter, broker, dealer, investment
Consolidated Changes in the ACGR
2015 Summary

Corporation, investment adviser, principal distributor, mutual


fund dealer, futures commission merchant, commodity trading
advisor, floor broker; and (iii) any crime arising out of his
relationship with a bank, quasi-bank, trust company,
investment house or as an affiliated person of any of them;
b) Any person who, by reason of any misconduct, after hearing or
trial, is permanently or temporarily enjoined by order,
judgment or decree of the Commission or any court or other
administrative body of competent jurisdiction from; (i) acting
as an underwriter, broker, dealer, investment adviser, principal
distributor, mutual fund dealer, futures commission merchant,
commodity trading advisor, or a floor broker; (ii) acting as a
director or officer of a bank, quasi-bank, trust Corporation,
investment house, investment Corporation or an affiliated
person of any of them; (iii) engaging in or continuing any
conduct or practice in connection with any such activity or
willfully violating laws governing securities, and banking
activities. Such disqualification shall also apply when such
person is currently subject to an effective order of the
Commission or any court or other administrative body refusing,
revoking or suspending any registration, license or permit
issued under the Corporation Code, Securities Regulation Code,
or any other law administered by the Commission or Bangko
Sentral ng Pilipinas, or under any rule or regulation
promulgated by the Commission or Bangko Sentral ng
Pilipinas, or otherwise restrained to engage in any activity
involving securities and banking. Such person is also
disqualified when he is currently subject to an effective order
of a self-regulatory organization suspending or expelling him
from membership or participation or from association with a
member or participant of the organization;
c) Any person finally convicted judicially of an offense involving
moral turpitude, fraud, embezzlement, theft, estafa,
counterfeiting, misappropriation, forgery, bribery, false oath,
perjury or other fraudulent acts or transgressions;
d) Any person finally found by the Commission or a court or other
administrative body to have willfully violated, or willfully aided,
abetted, counseled, induced or procured the violation of, any
provision of the Securities Regulation Code, the Corporation
Code of the Philippines, or any other law administered by the
Phil SEC, or any rule, regulation or order of the Commission or
the Bangko Sentral ng Pilipinas or who has filed a materially
false or misleading application, report or registration
statement required by the Commission, or any rule, regulation
or order of the Commission;
e) Any person judicially declared to be insolvent;
f) Any person finally found guilty by a foreign court or equivalent
financial regulatory authority of acts, violations or misconduct
listed in the foregoing paragraphs; and
g) Any affiliated person who is ineligible, by reasons of
paragraphs (a) to (e) hereof to serve or act in the capacities
Consolidated Changes in the ACGR
2015 Summary

listed in those paragraphs;


h) Any person convicted by final and executory judgment of an
offense punishable by imprisonment for a period exceeding six
(6) years, or a violation of the Corporation Code, committed
within five (5) years prior to the date of his election or
appointment;
i) Any person convicted by final and executory judgment by an
appropriate court or body of a violation of the Public Service
Act (CA 146) or under any law administered by the National
Telecommunications Commission; and
j) No person shall qualify or be eligible for nomination or election
to the Board of Directors if he is engaged in any business which
competes with or is antagonistic to that of the Corporation.
Without limiting the generality of the foregoing, a person shall
be deemed to be so engaged:
i. If he is an officer, manager or controlling person of, or
the owner (either of record or beneficially) of 10% or
more of any outstanding class of shares of, any
Corporation (other than one in which the Corporation
owns at least 30% of the capital stock) engaged in a
business in the Philippines which the Board, by at least
three-fourths (3/4) vote, determines to be competitive
or antagonistic to that of the Corporation, or
ii. If he is an officer, manager or controlling person of, or
the owner (either of record or beneficially of 10% or
more of any outstanding class of shares of, any other
Corporation or entity in the Philippines engaged in any
line of business of the Corporation, when in the
judgment of the Board, by at least three-fourths (3/4)
vote, the laws against combinations in restraint of
trade shall be violated by such persons membership in
the Board of Directors; or
iii. If the Board, in the exercise of its judgment in good
faith, determines by at least three-fourths (3/4) vote
that he is the nominee of any person set forth in (ii)
or (iii)

In determining whether or not a person is a controlling person,


beneficial owner, or the nominee of another, the Board may take into
account such factors as business and family relations.

1.4 Temporary Disqualification of Directors


The following are grounds for temporary disqualification of incumbent
directors:
a) Refusal to fully disclose the extent of his business interest as
required under the Securities Regulation Code and its
Implementing Rules and Regulations. This disqualification shall
be in effect as long as his refusal persists.
b) Absence or non-participation for whatever reason(s) for more
than Fifty Percent (50%) of all meetings, both regular and
special, of the Board of Directors during his incumbency, or any
Consolidated Changes in the ACGR
2015 Summary

twelve (12) month period during said incumbency. This


disqualification applies for purposes of the succeeding election.
c) Dismissal/ termination from directorship in another listed
Corporation for cause. This disqualification shall be in effect
until he has cleared himself of any involvement in the alleged
irregularity.
d) Being under preventive suspension by the Corporation for any
reason.
e) Conviction that has not yet become final referred to in the
grounds for disqualification of directors.

Temporary disqualification shall be at the discretion of the Board and


shall require a resolution of a majority of the Board.

A temporarily disqualified director shall, within sixty (60) business days


from such disqualification take the appropriate action to remedy or
correct the disqualification. If he fails or refuses to do so for unjustified
reasons, the disqualification shall become permanent. The Board shall
consider a directors illness, death in the immediate family, or serious
accident in determining whether absence from meetings shall or shall
not be a ground for temporary disqualification under this section.

1.5 Independent directors


Independent directors shall be independent of the Corporation,
Management and major/substantial shareholders. They shall hold no
interests or relationships with the Corporation that may hinder their
independence from the Corporation or Management which would
interfere with the exercise of independent judgment in carrying out the
responsibilities of a director. An Independent director shall, within ten
(10) days from the time of his election or appointment and/or re-
election/re-appointment as a director, submit to the Corporate
Secretary a letter of confirmation stating that he holds no interests
affiliated with the Corporation, Management or controlling
shareholder. Moreover, for purposes of compliance with the legal
requirement on Independent directors
a) Officers, executives and employees of the Corporation may be
elected as directors but cannot and shall not be characterized
as Independent directors.
b) If a director elected or appointed as an Independent director
subsequently becomes an officer or employee of the
Corporation, the Corporation shall forthwith cease to consider
him as an Independent director.
c) If the beneficial security ownership of an Independent director
in the Corporation or its subsidiaries and affiliates exceeds two
percent (2%), the Corporation shall forthwith cease to consider
him as an Independent director.
d) A regular director who resigns or whose term ends on the day
of the election shall only qualify for nomination and election as
an Independent director after a two (2) year cooling off
period.
e) Persons appointed as Chairman Emeritus, Ex-Officio
Consolidated Changes in the ACGR
2015 Summary

Directors/Officer or members of any executive/Advisory Board


or otherwise appointed in a capacity to assist the Board in the
performance of its duties shall be subject to a one (1) year
cooling-off period prior to his qualification as an Independent
director.

Removal of Directors shall be in accordance with Section 28 of the Corporation Code, thus, any
director may be removed from office by a vote of the stockholders holding or representing two-thirds (2/3)
of the outstanding capital stock. Provided, that such removal shall take place either at a regular meeting of
the corporation or at a special meeting called for the purpose, and in either case, after previous notice to
stockholders of the intention to propose such removal at the meeting. A special meeting of the stockholders
for the purpose of removal of directors, must be called by the secretary on order of the president or on the
written demand of the stockholders representing or holding at least a majority of the outstanding capital
stock. Should the secretary fail or refuse to call the special meeting upon such demand or fail or refuse to
give the notice, or if there is no secretary, the call for the meeting may be addressed directly to the
stockholders by any stockholder of the corporation signing the demand. Notice of the time and place of such
meeting, as well as the intention to propose such removal, must be given by publication or by written notice
as prescribed by the Corporation Code. xxx. Removal may be with or without cause, provided that removal
without cause may not be used to deprive minority stockholders of the right of representation to which they
may be entitled under Section 24 of the Corporation Code.

In addition to the Nomination Committee Charter and as needed, the Company may also use professional
search firms or other external sources of candidates (such as director databases set up by director or shareholder
bodies) when searching for candidates to the board of directors/commissioners.
Consolidated Changes in the ACGR
2015 Summary

Part A(6)(a) and (b)

6) Orientation and Education Program

(a) Disclose detail of the companys orientation program for new directors, if any.

1. Corporate Governance Seminar Program conducted by Risks, Opportunities, Assessment and


Management, Inc. (ROAM, Inc.) on September 15, 2015 Mr. Samba Natarajan
2. Corporate Governance Orientation Program conducted by the Institute of Corporate Directors (ICD) on
August 27, 2015 Ms. Saw Phaik Hwa
3. For All Members of the Board of Directors, Senior Management and Key Officers Corporate
Governance Training Orientation Course conducted by the Ayala Group in partnership with the Institute
of Corporate Directors (ICD) on February 18, 2015.
4. Corporate Governance Briefing conducted in July 2011 by SGV & Co, and was attended by Mr. Hui
Weng Cheong and Mr. Tay Soo Meng;
5. Corporate Governance Session conducted by the Institute of Corporate Governance in May 2011, and
was attended by Mr. Manuel A. Pacis.

Courses and discussions taken up as part of the orientation program for new directors include, at the minimum,
Globe's corporate documents (e.g., Manual of Corporate Governance, Code of Conduct, Committee Charters),
Roles and Responsibilities of Directors, Globe's internal control systems and mechanisms, Globe's Risk Universe
and Coverage, Globe ownership structure, Globe table of organization, Compliance with relevant SEC regulations
on corporate governance and the ASEAN Corporate Governance Scorecard. The Company will continuously
update and develop the course and relevant discussions in accordance with regional and international corporate
governance trends as well as the SEC and PSE regulations and guidelines.

(b) State any in-house training and external courses attended by Directors and Senior Management for the
past three (3) years:

1. Corporate Governance Seminar conducted by Risks, Opportunities, Assessment and Management, Inc.
(ROAM, Inc.) on September 15, 2015 Mr. Mark Chong Chin Kok
2. Rebecca V. Eclipse Updates on Philippine Practices on Corporate Governance and Enterprise Risk
Management by SGV & Co. on 14 July 2015
3. For All Members of the Board of Directors Telco Industry Trends, Risk & Opportunities conducted by
James R. Sullivan (Director of ASEAN Research, JP Morgan Chase & Co.) on December 11, 2014
4. Executive Session among Board of Directors Globes Spectrum Strategy in December 2014
5. For Board of Directors and Key Officers Distinguished Corporate Governance Speaker Series held on
April 29, 2014
6. For All Members of the Board of Directors and Key Officers Distinguished Corporate Governance
Speaker Series held on August 19, 2014
7. For All Members of the Board of Directors, Senior Management and Key Officers Corporate
Governance Training Orientation Course conducted by the Ayala Group in partnership with the Institute
of Corporate Directors (ICD) on February 18, 2015.
8. For Executive Committee Members and Chairman of the Audit Committee Executive Committee
Strategy Workshop Part 1 held at Hotel Intercontinental Manila, Makati City on April 17, 2012.
9. For Executive Committee Members and Chairman of the Audit Committee Executive Committee
Strategy Workshop Part 2 held at Makati Shangri-la, Makati City on May 7, 2012.
10. Carmina J. Herbosa Chief Audit Executive, Internal Controls attended iLeadGlobe Executive
Development Program, 2013.
11. Carmina J. Herbosa Chief Audit Executive, Internal Controls - attended Corporate Governance training
Consolidated Changes in the ACGR
2015 Summary

provided by Institute of Corporate Directors (ICD) on March 2012.


Attended Corporate Governance and Anti-Money Laundering Act Seminar conducted by Philippine
Securities Consultancy Corporation (PHILSECC) on February 27, 2012 at Dusit Thani Hotel, Makati City.
12. Bernie Llamzon Senior Vice President, Consumer Sales attended the iLeadGlobe Executive
Development Program, 2012.
13. Atty. V. Froilan M. Castelo General Legal Counsel, Corporate and Legal Services Group Attended
Mandatory Continuing Legal Education in October 2012.
Consolidated Changes in the ACGR
2015 Summary

Part B(1) and (4)(a)

B. CODE OF BUSINESS CONDUCT & ETHICS

1) Discuss briefly the companys policies on the following business conduct or ethics affecting directors, senior
management and employees:

Business Conduct &


Directors Senior Management Employees
Ethics
*Please see explanation below.
(a) Conflict of Interest

(b) Conduct of
Business and Fair *Please see explanation below.
Dealings
(c) Receipt of gifts
*Please see explanation below.
from third parties
(d) Compliance with
Laws & *Please see explanation below.
Regulations
(e) Respect for Trade
Secrets/Use of
*Please see explanation below.
Non-public
Information
(f) Use of Company
Funds, Assets and *Please see explanation below.
Information
(g) Employment &
Labor Laws & *Please see explanation below.
Policies
(h) Disciplinary action *Please see explanation below.
(i) Whistle Blower *Please see explanation below.
(j) Conflict Resolution *Please see explanation below.

*The Employee Handbook on Code of Conduct, hereto attached as Annex B, contains the
Companys policies on the business conduct or ethics affecting directors, senior management and
employees. The same are also disclosed through the company website, which dedicates Sections
specifically for Company Policies (http://www.globe.com.ph/corporate-governance/company-policies/)
and other such policies and procedures in relation to the Companys Stakeholders
(http://www.globe.com.ph/corporate-governance/stakeholders). The policies apply to all regular
employees, officers and directors of Globe and Subsidiaries, including consultants/project hires seconded
to or engaged on a full time basis by Globe although not considered as Globe regular employee.

x xxx

4) Related Party Transactions

(a) Policies and Procedures

Describe the companys policies and procedures for the review, approval or ratification, monitoring
Consolidated Changes in the ACGR
2015 Summary

and recording of related party transactions between and among the company and its parent, joint
ventures, subsidiaries, associates, affiliates, substantial stockholders, officers and directors, including
their spouses, children and dependent siblings and parents and of interlocking director relationships of
members of the Board.

Related Party Transactions Policies and Procedures


(1) Parent Company *Please see explanation below.
(2) Joint Ventures *Please see explanation below.
(3) Subsidiaries *Please see explanation below.
(4) Entities Under Common Control *Please see explanation below.
(5) Substantial Stockholders *Please see explanation below.
(6) Officers including *Please see explanation below.
spouse/children/siblings/parents
(7) Directors including *Please see explanation below.
spouse/children/siblings/parents
(8) Interlocking director relationship *Please see explanation below.
of Board of Directors

*The Related Party Transactions (RPTs) Policy, Procedures and disclosures thereof are hereto
attached as Annex C. The policy and its procedures apply to all regular employees, officers and
directors of Globe and its Subsidiaries, including consultants/project hires seconded to or engaged on a
full time basis by Globe although not considered as Globe regular employee.

Parties are considered to be related to Globe Group if it has the ability, directly or indirectly, to
control the Group or exercise significant influence over the Group in making financial and operating
decisions, or vice versa, or where the Group and the party are subject to common control or common
significant influence. Related parties may be individuals (being members of key management personnel,
significant shareholders and/or their close family members) or entities and include entities which are
under the significant influence of related parties of the Group where those parties are individuals, and
post-employment benefit plan which are for the benefit of employees of the Group or any entity that is
a related party of the Group.

The Globe Group, in their regular conduct of business, enter into transactions with their major
stockholders, AC and STI, venturers and certain related parties. These transactions are accounted for at
market prices normally charged to unaffiliated customers for similar goods and services.

Significant related party transactions (RPTs) are submitted to the Board of Directors for approval,
upon the review and endorsement by all independent directors.

Globe discloses, reviews, and approves related party transactions, in accordance with the principles
of transparency and fairness, to ensure that they are at arm's length, the terms are fair, and they will
inure to the best interest of the company and its subsidiaries or affiliates and their shareholders. The
RPTs are disclosed in the company's financial statements, annual reports, and other applicable filings
in accordance with the relevant rules and issuance of the Securities and Exchange Commission (SEC),
Philippine Stock Exchange (PSE) and other applicable regulatory bodies. The disclosure includes, but is
not limited to, the name of the related party, relationship with the company for each RPT, the nature,
and value for each RPT. Such disclosure is also made publicly-available by the company, for the benefit
of all shareholders and other stakeholders, through the company website and such other media
channels as applicable.
Consolidated Changes in the ACGR
2015 Summary

Rights of minority shareholders are protected at all times, especially from abusive actions by, or in
the interest of controlling shareholders. Globe ensures that its policies and processes cater to the best
interest of all its shareholders, including minority shareholders, and other stakeholders. As such, all
transactions including related-party transactions that require shareholders' approval are submitted to
all shareholders, including minority shareholders, for approval.

Shareholders, including minority shareholders and other stakeholders, are provided with proper
guidelines and procedures for right of action and remedies that are readily accessible in order to redress
the conduct of the company (e.g., Facebook page, Twitter account, E-mail account, and Hotline
numbers), as necessary.

As a company policy, the independent directors form the independent committee tasked to review
and monitor material RPTs to ensure the best interest of the company, its shareholders, and all other
stakeholders, and that the RPTs are executed with fair and transparent terms prior to endorsement to
the Board for approval.

Non-compliance with any of the provisions of the policy on RPT shall result in the nullification of any
agreement or contract involved in the execution of the RPT. A director, officer, employee, or related
party is subject to the corresponding procedures and penalties under the company's Code of Conduct
and relevant laws, as applicable.
Consolidated Changes in the ACGR
2015 Summary

Part C(2)

C. BOARD MEETINGS & ATTENDANCE (for the year ended 31 December 2015)

x xxxx

2) Attendance of Directors

No. of Meetings Held No. of Meetings


Board Name %
during the year Attended
Chairman Jaime Augusto Zobel de Ayala 7 7 100%
Co-Vice Chairman Gerardo C. Ablaza, Jr. 7 5 71%
Co-Vice Chairman Mark Chong Chin Kok 7 7 100%
Member Ernest L. Cu 7 7 100%
Member Fernando Zobel de Ayala 7 7 100%
Member Romeo L. Bernardo 7 7 100%
Member Delfin L. Lazaro 7 7 100%
Member *Samba Natarajan 6 6 100%
Independent Manuel L. Pacis 7 7 100%
Independent Rex Ma. A. Mendoza 7 7 100%
Independent *Saw Phaik Hwa 6 6 100%
* Mr. Samba Natarajan and Ms. Saw Phaik Hwa were elected Director on 07 April 2015.
Consolidated Changes in the ACGR
2015 Summary

Part I(1)

I. DISCLOSURE AND TRANSPARENCY

(a) Holding 5% shareholding or more

As of 30 September 2015
Shareholder Number of Shares Percent Beneficial Owner
Asiacom Philippines, 158,515,016 54.42% Asiacom Philippines,
Inc.1 (Asiacom) (Voting Preferred) Inc. (Asiacom)
Singapore Telecom 62,646,487 (Common) 21.51% Singapore Telecom
Intl. Pte. Ltd.2 (STI) Intl. Pte. Ltd. (STI)
Ayala Corporation3 (AC) 40,351,591 (Common) 13.85% Ayala Corporation (AC)
4
PCD Nominee Corp. 28,929,489 (Common) 9.93% PCD Participants5
1
Asiacom Philippines, Inc. (Asiacom) is a significant shareholder of the Company. As per the Asiacom By-laws and the Corporation
Code, the Board of Directors of Asiacom has the power to decide how the Asiacom shares in Globe are to be voted. Mr. Jaime
Augusto Zobel de Ayala has been named and appointed to exercise the voting power.
2
STI, a wholly-owned subsidiary of SingTel (Singapore Telecom), is a significant shareholder of the Company. As per its By-laws, STI,
through its appointed corporate representatives, has the power to decide how the STI shares in Globe are to be voted.
3 Ayala Corporation (AC) is a significant shareholder of the Company. As per the AC By-laws & the Corporation Code, the Board of

Directors of AC has the power to decide how AC shares in Globe are to be voted. Mr. Jaime Augusto Zobel de Ayala has been named
and appointed to exercise the voting power.
4
The PCD Nominee Corporation is a wholly-owned subsidiary of Philippine Central Depository, Inc. and is not related to the
Company.
5
Each beneficial owner of shares through a PCD participant will be the beneficial owner to the extent of the number of shares in his
account with the PCD participant. None of the 28,929,489 common shares registered in the name of PCD Nominee Corporation, both
Filipino and Non-Filipino beneficially owns more than 5% of the Companys common shares.

As of 30 November 2015 (Capital stock refers to Common and Preferred shares)

Number of % of
Name of Senior
Number of Direct shares Indirect shares / Through Capital
Management Stock
(name of record owner)
Rebecca V. Eclipse** - 18,915 (thru PCD) 0.01%I
Gil B. Genio** - 51,838 (thru PCD) 0.02%I
Alberto M. de Larrazabal** 4,322 - 0.00%D
Marisalve Ciocson-Co 1,539 - 0.00%D
Solomon M. Hermosura 20 - 0.00%D
Bernard P. Llamzon - - 0.00%
Maria Aurora Sy-Manalang 179 - 0.00%D
Rosemarie Maniego-Eala - 3 0.00%I
TOTAL 0.03%
*Voting Preferred Shares
**Non-Voting Preferred Shares
Consolidated Changes in the ACGR
2015 Summary

Part J(1)(c) and (2)(a)

J. RIGHTS OF STOCKHOLDERS

1) Right to participate effectively in and vote in Annual Stockholders Meetings

xxx

(c) Stockholders Rights

xxx

Dividends

Declaration Date Record Date Payment Date


(Common Stock)
06 November 2015 24 November 2015 04 December 2015
03 August 2015 17 August 2015 02 September 2015
12 May 2015 26 May 2015 11 June 2015
05 February 2015 18 February 2015 04 March 2015
11 November 2014 25 November 2014 11 December 2014
05 August 2014 19 August 2014 04 September 2014
10 February 2014 26 February 2014 20 March 2014
06 August 2013 22 August 2013 22 September 2013
05 February 2013 19 February 2013 12 March 2013
6 August 2012 28 August 2012 18 September 2012
10 February 2012 24 February 2012 16 March 2012
(Preferred Stock)
06 November 2015 24 November 2015 04 December 2015
11 November 2014 25 November 2014 11 December 2014
08 November 2013 22 November 2013 08 December 2013
11 December 2012 27 December 2012 24 January 2012

xxx
Consolidated Changes in the ACGR
2015 Summary

2) Treatment of Minority Stockholders

(a) State the companys policies with respect to the treatment of minority stockholders.

Policies Implementation
As provided in Article VII of the Companys 1. Shareholder Rights
Revised Manual of Corporate Governance, on The Board shall be committed to respect the
Stockholders Right and Protection of Minority following rights of the stockholders:
Stockholders Interest.
a) Voting Right
Shareholders 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. Directors may be removed with or
without cause, but directors shall not be removed
without cause if it will deny minority shareholders
representation in the Board. Removal of directors
requires an affirmative vote of two-thirds (2/3) of
the outstanding capital of the Corporation.

b) Pre-emptive Right
All stockholders have pre-emptive rights as set
out in the Corporation Code and the Articles of
Incorporation, unless there is a specific denial of
this right in the Articles of Incorporation or an
amendment thereto. They shall have the right to
subscribe to the capital stock of the Corporation.
The Articles of Incorporation may lay down the
specific rights and powers of shareholders with
respect to the particular shares they hold, all of
which are protected by law so long as they are not
in conflict with the Corporation Code.

c) Right of Inspection
Shareholders shall be allowed to inspect
corporate books and records including minutes of
Board meeting and stock registries in accordance
with the Corporation Code and shall be provided
an annual report, including financial statements,
without cost or restrictions.

d) Right to Information
Upon request and for a legitimate purpose, a
shareholder 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
Consolidated Changes in the ACGR
2015 Summary

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
Information Statement/Proxy Statement where
these are stated must be distributed to the
shareholders before annual general meetings and
in the Registration Statement and Prospectus in
case of registration of shares for public offering
with the Commission.

The minority shareholders shall have 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.

In accordance with existing law and


jurisprudence, 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 should include such
information and, if not included, then the
minority shareholders can propose to include
such matters in the agenda of stockholders
meeting provided always that this right of access
is conditioned upon the requesting shareholder's
having a legitimate purpose for such access.

e) Right to Dividends
Shareholders have the right to receive
dividends subject to the discretion of the Board.
However, the Commission may direct the
Corporation to declare dividends when its
retained earnings is in excess of 100% of its paid-
in capital stock, except: a) when justified by
definite corporate expansion projects or
programs approved by the Board or b) 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 c) 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.

As a policy and as much as practicable, Globe shall


Consolidated Changes in the ACGR
2015 Summary

observe a 30-day period for the payment of


dividends to shareholders from the declaration
date of such dividends.

f) Appraisal Right
In accordance with the Corporation Code,
shareholders may exercise appraisal rights under
the following circumstances:

i. In case any amendment to the articles of


incorporation has the effect of changing or
restricting the rights of any stockholders 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:

ii. 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

iii. In case of merger or consolidation.

2. Duty of Directors to promote shareholders


rights -
It is the duty of the directors to promote
shareholders 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.
Article II, Section 1.3 of the By-Laws provides for The Nominations shall be conducted as follows:
the policy and procedure for the nomination of
members of the Board, which includes minority 1.) Nomination of director/s, including
shareholders. independent directors, shall be conducted by the
Committee prior to a stockholders meeting. All
recommendations shall be signed by the
nominating stockholders together with the
acceptance and conformity by the would-be
nominees.
Consolidated Changes in the ACGR
2015 Summary

xxx

3.) xxx. The name of the person or group of


persons who recommended the nomination of
the directors, including independent directors,
shall be identified in such report including any
relationship with the nominee.

xxx.

The 2015 Notice and Agenda of the Annual


Stockholders Meeting (p. 3), under Item 6.
Election of Directors (Including the Independent
Directors), provides that in accordance with the
By-Laws of the Corporation, the Manual of
Corporate Governance and the SEC Rules, any
stockholder including minority stockholders, may
submit to the Nomination Committee the names
of nominees to the Board of Directors.

Further, Globes 2014 Definitive Information


Statement (SEC Form 20-IS) states (p. 13) that
the list of nominees for the Board of Directors, to
be elected during the Annual Stockholders
Meeting on 07 April 2015, were submitted by a
minority shareholder Mr. Melchor A. Latina.

x xxx
SECURITIE: AND EXCHANGE COMMISSION

SEC FORM-ACGR

ANNUAL CORPORATE GOVERNANCE REPORT

1. Report is Filed for the Year oy

2. Exact Name of Registrant as Specified in its Charter [GLOBE TELECOM, INC]

3. [jVlETROJYJANJu]
Address of Principal Office
Postal Code

Business Address T"^ -' u ^"yl

*
4. SEC Identif
ication Number |ll77|
5. BUf
aJfSEC Use Only)

Industry Classif
ication Code

6. BIR Tax Identification Number [050-OCfo-768-480|

7. |(02).730-2000|
Issuer's Telephone number, including area code

s'^^^^^?^^^^^^^^i^^
TABLE OF CONTENTS
A. BOARD MATTERS.. 4
1) BOARD OF DIRECTORS
(a) Composition of the Board.... 4
(b) Corporate Governance Policy/ies. 5
(c) Review and Approval of Vision and Mission......... 5
(d) Directorship in Other Companies. 6
(e) Shareholding in the Company... 8
2) CHAIRMAN AND CEO.. 9
3) PLAN FOR SUCCESSION OF CEO/MANAGING DIRECTOR/PRESIDENT AND TOP KEY POSITIONS. 10
4) OTHER EXECUTIVE, NON-EXECUTIVE AND INDEPENDENT DIRECTORS. 10
5) CHANGES IN THE BOARD OF DIRECTORS 12
6) ORIENTATION AND EDUCATION PROGRAM 19

B. CODE OF BUSINESS CONDUCT & ETHICS 22


1) POLICIES. 22
2) DISSEMINATION OF CODE... 22
3) COMPLIANCE WITH CODE. 22
4) RELATED PARTY TRANSACTIONS. 23
(a) Policies and Procedures 23
(b) Conflict of Interest 23
5) FAMILY, COMMERCIAL AND CONTRACTUAL RELATIONS.. 25
6) ALTERNATIVE DISPUTE RESOLUTION 26

C. BOARD MEETINGS & ATTENDANCE.. 27


1) SCHEDULE OF MEETINGS.. 27
2) DETAILS OF ATTENDANCE OF DIRECTORS. 27
3) SEPARATE MEETING OF NON-EXECUTIVE DIRECTORS. 27
4) QUORUM REQUIREMENT 28
5) ACCESS TO INFORMATION 28
6) EXTERNAL ADVICE.. 30
7) CHANGES IN EXISTING POLICIES.. 30

D. REMUNERATION MATTERS 31
1) REMUNERATION PROCESS 31
2) REMUNERATION POLICY AND STRUCTURE FOR DIRECTORS 31
3) AGGREGATE REMUNERATION . 32
4) STOCK RIGHTS, OPTIONS AND WARRANTS.. 33
5) REMUNERATION OF MANAGEMENT... 34

E. BOARD COMMITTEES. 35
1) NUMBER OF MEMBERS, FUNCTIONS AND RESPONSIBILITIES. 35
2) COMMITTEE MEMBERS. 37
3) CHANGES IN COMMITTEE MEMBERS 42
4) WORK DONE AND ISSUES ADDRESSED 42
5) COMMITTEE PROGRAM. 43

F. RISK MANAGEMENT SYSTEM.. 44


1) STATEMENT ON EFFECTIVENESS OF RISK MANAGEMENT SYSTEM. 44
2) RISK POLICY. 45
3) CONTROL SYSTEM.. 51

G. INTERNAL AUDIT AND CONTROL 54


1) STATEMENT ON EFFECTIVENESS OF INTERNAL CONTROL SYSTEM. 54
2) INTERNAL AUDIT
(a) Role, Scope and Internal Audit Function. 54
2
(b) Appointment/Removal of Internal Auditor 57
(c) Reporting Relationship with the Audit Committee.. 57
(d) Resignation, Re-assignment and Reasons 58
(e) Progress against Plans, Issues, Findings and
Examination Trends... 58
(f) Audit Control Policies and Procedures.. 59
(g) Mechanisms and Safeguards...... 60

H. ROLE OF STAKEHOLDERS...... 61
I. DISCLOSURE AND TRANSPARENCY 67
J. RIGHTS OF STOCKHOLDERS 72
1) RIGHT TO PARTICIPATE EFFECTIVELY IN STOCKHOLDERS MEETINGS.. 72
2) TREATMENT OF MINORITY STOCKHOLDERS 80
K. INVESTORS RELATIONS PROGRAM.. 84
L. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES. 86
M. BOARD, DIRECTOR, COMMITTEE AND CEO APPRAISAL. 87
N. INTERNAL BREACHES AND SANCTIONS. 88

ANNEXES
Annex A Annual Certification of Compliance and Revised Manual of Corporate Governance
Annex B Employee Handbook on Code of Conduct
Annex C Related Party Transactions Policy and Disclosures/Report
Annex D Executive Committee Charter
Annex E Audit Committee Charter
Annex F Nomination Committee Charter
Annex G Compensation and Remuneration Committee
Annex H Finance Committee Charter
Annex I The Risk Based, Process-Focused Approach Methodology Framework
Annex J Results of the Annual Stockholders Meeting held on 07 April 2015
Annex K Report of the Audit Committee to the Board of Directors for the year ended 31 December 2014

3
A. BOARD MATTERS

1) Board of Directors (information as of 07 April 2015)

Number of Directors per Articles of Incorporation 11 (eleven)

Actual number of Directors for the year 11 (eleven)

(a) Composition of the Board

Complete the table with information on the Board of Directors:

Information as of the 07 April 2015 Annual Stockholders Meeting

Nominator in
Type
the last Elected
[Executive (ED), Date last elected
election (if ID, Date when No. of
Non-Executive If nominee, (if ID, state the
Directors Name state the first (Annual/ years
(NED) or identify the number of years
relationship elected Special served as
Independent principal served as ID)1
with the Meeting) director
Director (ID)]
nominator)

Jaime Augusto Ayala Melchor A. Mar. Annual 26 years,


NED April 07, 2015
Zobel de Ayala Corporation Latina 1989 Meeting 1 month
Asiacom
Melchor A. Jan. Annual 18 years,
Delfin L. Lazaro NED Philippines, April 07, 2015
Latina 1997 Meeting 3 months
Inc.
Oct.
Singapore 1 year;
Mark Chong Chin Melchor A. 2009; Annual
NED Telecom Intl. April 07, 2015 2 years,
Kok* Latina Apr. Meeting
Pte. Ltd. 11months
2013
Fernando Zobel Ayala Melchor A. Oct. Annual 19 years,
NED April 07, 2015
de Ayala Corporation Latina 1995 Meeting 6 months
Asiacom
Gerardo C. Melchor A. Jun. Annual 17 years,
NED Philippines, April 07, 2015
Abalaza, Jr. Latina 1997 Meeting 10months
Inc.
Asiacom
Romeo L. Melchor A. Sept. Annual 13 years,
NED Philippines, April 07, 2015
Bernardo Latina 2001 Meeting 7 months
Inc.
Singapore
Samba Melchor A. Annual
NED Telecom Intl. - April 07, 2015 -
Natarajan* Latina Meeting
Pte. Ltd.
Melchor A. Apr. Annual
Manuel A. Pacis* ID - April 07, 2015* 4 years
Latina** 2011 Meeting

Rex Ma. A. Melchor A. Apr. Annual


ID - April 07, 2015* 1 year
Mendoza* Latina** 2014 Meeting

Melchor A. Annual
Saw Phaik Hwa* ID - - April 07, 2015* -
Latina** Meeting
Asiacom
Melchor A. Apr. Annual
Ernest L. Cu ED Philippines, April 07, 2015 6 years
Latina 2009 Meeting
Inc.
*The Directors served as Globes directors for more than five years except for (a) Manuel A. Pacis, who has been an
Independent Director since April 2011 4 years of service as ID of Globe; (b) Mark Chong Chin Kok, who was a Director for 1
year from 06 October 2009 to 09 October 2010, and elected as Director again at the ASM on 16 April 2013 2 years and 11
months of service as Director of Globe; (c) Rex Ma. A. Mendoza, who was elected as Independent Director at the ASM on 08
April 2014 1 year of service as ID of Globe; (d) Samba Natarajan, who was elected for the first time at the 2015 ASM; and

1 Reckoned from the election immediately following January 02, 2012.


4
(e) Saw Phaik Hwa, who likewise was elected for the first time as an Independent Director.
**Mr. Melchor A. Latina is not related to any of the nominees.

(b) Provide a brief summary of the corporate governance policy that the board of directors has adopted.
Please emphasize the policy/ies relative to the treatment of all shareholders, respect for the rights of
minority shareholders and of other stakeholders, disclosure duties, and board responsibilities.

Globe Telecom recognizes the importance of good governance in realizing its vision, carrying
out its mission, and living out its values to create value for all its stakeholders. The impact of global
conditions and challenges further underscores the need to uphold the companys high standards of
corporate governance to strengthen its structures and processes.

As strong advocates of accountability, transparency and integrity in all aspects of the


business, the Board of Directors, management, officers, and employees of Globe commit themselves
to the principles and best practices of governance in the attainment of its corporate goals.

Globe Telecoms corporate governance practices are principally contained in the companys
Articles of Incorporation and By-Laws, complemented by the Manual of Corporate Governance. Globe
is in full compliance with the Code of Corporate Governance and all listing rules of the Philippine Stock
Exchange (PSE) and regulations adopted by the Securities and Exchange Commission (SEC). Globe also
adopts the ASEAN Corporate Governance Scorecard (ACGS) to raise its corporate governance
standards and practices.

The Companys Articles of Incorporation and By-Laws maintain the basic structure of
corporate governance while the Manual for Corporate Governance acts as its supplement. These legal
documents are the core of the Companys operational framework to its smallest detail including the
principal duties of the members of the Board with emphasis on the composition and balance of the
Board, for a diverse pool of skills and background which ensures that duties and responsibilities are
performed in a proper manner despite an increasingly competitive environment.

Globe Telecom established its Manual of Corporate Governance that is in line and compliant
with the regulations implemented by the Securities and Exchange Commission (SEC). Article VII thereof
laid down the Companys commitment to respect and promote stakeholders rights and protect
minority stockholders interest. Specifically, Art. VII (2) of the Revised Manual of Corporate
Governance provides: It is the duty of the directors to promote shareholders rights, remove
impediments to the exercise of shareholders rights and allow possibilities to seek redress for violation
of their rights.

In addition, Globe Telecom has implemented a Code of Conduct, Conflict of Interests and
Whistleblower Policy. Formal policies on Unethical, Corrupt and Other Prohibited Practices were put in
effect to guard against unbecoming activities and serve as a guide to work performance, dealings
with employees, customers and suppliers, and managing assets, records and information including the
proper reporting, handling of complaints and fraudulent reports and whistleblowers. These policies
cover employees, management and members of the Board. These documents are the key to the
balance of control and governance at Globe Telecom.

Finally, on disclosure policies, Globe Telecom recognizes the importance of regular


communication with its investors, and is committed to high standards of disclosure, transparency, and
accountability. The Company aims to provide a fair, accurate, and meaningful assessment of the
Companys financial performance and prospects through the annual report, quarterly financial
reports, and analyst presentations. In addition, any material, market-sensitive information such as
dividend declarations are also disclosed to the SEC and PSE, as well as released through various media
including press releases and Company website posting.

(c) How often does the Board review and approve the vision and mission?

The Companys Mission and Vision are regularly reviewed to ensure continued relevance
5
thereof and enable the Company to make a difference in the lives of the customers served. The
Companys Mission and Vision are embodied in the Globe Way, which was crafted in Y2010. In 2013,
Globe updated its mission, vision and values to reinforce its commitment to customers and other
stakeholders. The Board further reviewed these in the last financial year.

(d) Directorship in Other Companies

(i) Directorship in the Companys Group2

Identify, as and if applicable, the members of the companys Board of Directors who hold the
office of director in other companies within its Group:
Type of Directorship
Corporate Name of the (Executive, Non-Executive,
Directors Name
Group Company Independent). Indicate if
director is also the Chairman.
Jaime Augusto Zobel de Ayala Ayala Corporation Executive/Chairman
Asiacom Philippines, Inc. Non-Executive/Chairman
Fernando Zobel de Ayala Ayala Corporation Executive
Asiacom Philippines, Inc. Non-Executive
Ernest L. Cu Innove Communications, Inc. Non-Executive/Chairman
GTI Business Holdings, Inc. Non-Executive/Chairman
G-Xchange, Inc. Non-Executive/Chairman
Kickstart Ventures, Inc. Non-Executive
BPI Globe Banko, Inc., A Savings Non-Executive/Vice-Chairman
Bank
Asiacom Philippines, Inc. Non-Executive
Bridge Mobile Pte Ltd. Non-Executive
Asticom Technology, Inc. Non-Executive/Chairman
Delfin L. Lazaro Ayala Corporation Non-Executive
Asiacom Philippines, Inc. Non-Executive/Vice-Chairman
BPI Globe BanKO, Inc., A Savings Non-Executive
Bank
Gerardo C. Ablaza, Jr. Asiacom Philippines, Inc. Non-Executive
Romeo L. Bernardo BPI Globe BanKO, Inc., A Savings Independent
Bank

(ii) Directorship in Other Listed Companies

Identify, as and if applicable, the members of the companys Board of Directors who are also
directors of publicly-listed companies outside of its Group:

Type of Directorship
(Executive, Non-Executive,
Directors Name Name of Listed Company
Independent). Indicate if
director is also the Chairman.
Jaime Augusto Zobel de Ayala Bank of the Philippine Islands Non-Executive/Chairman
Integrated Micro-Electronics, Inc. Non-Executive/Chairman
Manila Water Company, Inc. Non-Executive
Ayala Land, Inc. Non-Executive
Gerardo C. Ablaza, Jr. Manila Water Company, Inc. Executive
Romeo L. Bernardo Bank of the Philippine Islands Independent
Aboitiz Power Corporation Independent
RFM Corporation Non-Executive
Delfin L. Lazaro Integrated Micro-Electronics, Inc. Non-Executive
Manila Water Company, Inc. Non-Executive

2 The Group is composed of the parent, subsidiaries, associates and joint ventures of the company.
6
Ayala Land, Inc. Non-Executive
Fernando Zobel de Ayala Bank of the Philippine Islands Non-Executive
Integrated Micro-Electronics, Inc. Non-Executive
Manila Water Company, Inc. Non-Executive/Chairman
Ayala Land, Inc. Non-Executive/Chairman
Saw Phaik Hwa Auric Pacific Group Limited Executive
(as indicated in the 2014 DIS) (resigning effective 1 May 2015)*
Hour Glass Limited* Non-Executive

*listed on the Singapore Stock


Exchange

(iii) Relationship within the Company and its Group

Provide details, as and if applicable, of any relation among the members of the Board of
Directors, which links them to significant shareholders in the company and/or in its group:

Name of the
Directors Name Description of the relationship
Significant Shareholder
Jaime Augusto Zobel de Ayala Corporation Director/Chairman & CEO
Ayala Asiacom Philippines, Inc. Director/Chairman
Gerardo C. Ablaza, Jr. Ayala Corporation Senior Managing Director
Asiacom Philippines, Inc. Director
Mark Chong Chin Kok Singapore Telecom Intl. Pte. Ltd. CEO, International,
Group Consumer
Samba Natarajan Singapore Telecom Intl. Pte. Ltd. Managing Director, Digital
Enterprise Singtel Ltd.
Delfin L. Lazaro Ayala Corporation Director
Asiacom Philippines, Inc. Director/President
BPI Globe BanKO, Inc., A Savings Director
Bank
Ernest L. Cu Ayala Corporation ManCom Member
Asiacom Philippines, Inc. Director
Innove Communications, Inc. Director/Chairman
GTI Business Holdings, Inc. Director/Chairman
G-Xchange, Inc. Director/Chairman
Kickstart Ventures, Inc. Director
BPI Globe BanKO, Inc., A Savings Director/Vice-Chairman
Bank
Fernando Zobel de Ayala Ayala Corporation Director/Vice-Chairman,
President and COO
Asiacom Philippines, Inc. Director
Romeo L. Bernardo BPI Globe BanKO, Inc., A Savings Independent Director
Bank

(iv) Has the company set a limit on the number of board seats in other companies (publicly
listed, ordinary and companies with secondary license) that an individual director or CEO
may hold simultaneously? In particular, is the limit of five board seats in other publicly listed
companies imposed and observed? If yes, briefly describe other guidelines:

Maximum Number of
Guidelines Directorships in other
companies
Executive Director
Non-Executive Director *Please see explanation below.

7
CEO

*None of Globes directors serve in more than five (5) publicly-listed companies. Globes executive
director, Mr. Ernest L. Cu, also does not serve as director or officer in any other publicly-listed
company. Furthermore, Article II (1.6) of the Companys Revised Manual of Corporate Governance
provides:

1.6 Policy on Multiple Board Seats

a. The Board may consider the adoption of guidelines on the number of


directorships that its members can hold in stock and non-stock Corporations.
The optimum number should take into consideration the capacity of a director
to diligently and efficiently perform his duties and responsibilities. The Chief
Executive Officer (CEO) and other executive directors may be covered by a
lower indicative limit for membership in other boards, but in no case shall any
executive director serve as such on more than two (2) boards of publicly-listed
companies outside the group. A similar limit may apply to independent or non-
executive directors who, at the same time serve as full-time executives in other
Corporations. In any case the capacity of directors to diligently and efficiently
perform their duties and responsibilities to the boards they serve should not be
compromised.

b. Any limitation in the number of directorships outside of Globe Telecom


shall not include directorships in the Corporation's subsidiaries, affiliates, parent
Corporation, and affiliates and subsidiaries of the parent Corporation.

c. Independent/non-executive directors shall not hold more than five (5)


concurrent Board directorships in publicly-listed companies.

(e) Shareholding in the Company


(as of 31 December 2015 as disclosed in the Public Ownership Report and 2015 ASR)

Complete the following table on the members of the companys Board of Directors who directly
and indirectly own shares in the company. For full disclosure, this table shall reflect all classes of
shares of the company (Common, Voting Preferred, Non-Voting Preferred). Reference to capital
stock shall only include the total Common shares (132,742,767):

Number of % of
Number of
Name of Director Indirect Shares / Through Capital
Direct shares Stock
(name of record owner)
Jaime Augusto Zobel de Ayala 2 1 0.0000%D
(thru AC as nominee share) 0.0000%I
Delfin L. Lazaro 1 - 0.00%D
Mark Chong Chin Kok - 2 0.0000%I
(thru STI as nominee share)
Fernando Zobel de Ayala - 1 0.0000%I
(thru AC as nominee share)
Gerardo C. Ablaza, Jr. 22,741 38,973 0.0171%D
(thru PCD) 0.0294%I
1 0.0000%I
(thru AC as nominee share)
Romeo L. Bernardo* - 500 0.0004%I
(thru PCD)
Samba Natarajan 2 - 0.0000%
Manuel A. Pacis* - 100 0.0001%I
(thru PCD)
Rex Ma. A. Mendoza* - - -
8
Saw Phaik Hwa* - - -
Ernest L. Cu* 65,255 1,000 0.0492%D
(thru PCD) 0.0008%I
TOTAL 0.0969%
* Holders of Voting Preferred Shares
Note: Mr. Lazaro and Mr. Cu are also holders of non-voting preferred shares.

2) Chairman and CEO

(a) Do different persons assume the role of Chairman of the Board of Directors and CEO? If no,
describe the checks and balances laid down to ensure that the Board gets the benefit of
independent views.

Yes No

Identify the Chair and CEO:

Chairman of the Board Jaime Augusto Zobel de Ayala


CEO/President Ernest L. Cu

(b) Roles, Accountabilities and Deliverables

Define and clarify the roles, accountabilities and deliverables of the Chairman and CEO.

Chairman Chief Executive Officer


Role - Preside at all meetings of the Board and - Internal control mechanisms for
render advice and counsel to the Managements operational
President/CEO; responsibility shall center on the
- schedule meetings to enable the Board CEO.
to perform its duties responsibly while - General supervision of the
not interfering with the flow of the business, affairs, and property of
Corporations operations; the Corporation, and over its
- prepare the meeting agenda in employees and officers.
consultation with the President/CEO;
- Exercise control over quality, quantity
and timeliness of the flow of information
between Management and the Board.

Accountabilities - As provided in Article III (2) a) of the - Accountable for the Corporations
Revised Manual of Corporate organizational and procedural
Governance, hereto attached as Annex controls.
A; - See that all orders and resolutions
- Assist in ensuring compliance with the of the Board of Directors are carried
Corporations guidelines on corporate into effect.
governance. - Article III (1)(a) of the Revised
Manual of the Corporate
Governance provides:
Management stands as the locus of
decision-making for the day-to-day
affairs of the Corporation. It
determines the Corporations
activities by putting the
Corporations targets in concrete
terms and by formulating the basic
9
strategies for achieving these
targets. It also puts in place the
infrastructure for the Corporations
success by establishing the following
mechanisms in its organization: i)
purposeful legal and organizational
structures that work effectively and
efficiently in attaining the goals of
the Corporation; ii) useful planning,
control, and risk management
systems that assess risks on an
integrated cross-functional
approach; iii) information systems
that are defined and aligned with it
strategy and the business goals of
the Corporation; iv) a plan of
succession that formalizes the
process of identifying, training and
selection of successors in key
positions in the Corporation.
Deliverables - As provided in Article III (2) a) of the - Submit to the Board as soon as
Revised Manual of Corporate possible after the close of each fiscal
Governance, hereto attached as Annex year, and to the stockholders at the
A; annual meeting, a complete report
- Such other responsibilities as the Board of the operations of the Corporation
of Directors may impose. for the preceding year, and state of
its affairs.
- Report to the Board from time to
time all matters within its
knowledge which the interest of the
Corporation may require to be
bought to the attention of the
Board.
- Such other responsibilities as the
Board of Directors may impose.

3) Explain how the board of directors plan for the succession of the CEO/Managing Director/President
and the top key management positions?

Performance and careers of key talent are planned at line leader level. Performance
calibration and talent reviews happen at the group Mancom level. Opportunity matching sessions are
held at the corporate level that allow identified successors to rotate jobs, go through the iLeadGlobe
development and for their line leaders to sign a development agreement with the CEO committing to
bringing the talent to a ready now state in succession.

4) Other Executive, Non-Executive and Independent Directors

Does the company have a policy of ensuring diversity of experience and background of directors in
the board? Please explain.

Yes. Globes adoption of a Board Diversity Policy manifests and strengthens the Companys
commitment to ensuring diversity of experience and background at the Board level. Globe values
effective debate and discussion among its Board. As such, the Company recognizes that, among other
skills and qualifications, diversity of perspectives is an important requisite to foster independence,

10
integrity, fair representation and a culture of professional openness at the Board level. 3 Globe believes
that these are fundamental to achieving the full potential of efficient and effective performance by
the Board in carrying out its duties and responsibilities in accordance with the objectives and vision of
the Company. Therefore, no director or candidate for directorship shall be discriminated upon by
reason of gender, age, disability, ethnicity, nationality or political, religious or cultural backgrounds.
This is also included in the Companys Manual of Corporate Governance, which is available through
the company website:
(http://www.globe.com.ph/documents/50301/16764017/17C_Revised+Manual+of+Corporate+Gover
nance_12May2015.pdf).

The Nomination Committee (NomCom) Charter provides that the NomCom shall encourage
the selection of a mix of competent directors, each of whom can add value and create independent
judgment to the formulation of sound corporate strategies and policies. Indeed, the current members
of the Board have diverse expertise, professional experiences and background that enable thorough
examination and deliberation of the issues and matters affecting the Company. The profiles of the
directors are found in the Board of Directors section of the Companys Annual Report as well as in
the Board of Directors section of the Companys corporate website:
(http://www.globe.com.ph/corporate-governance/board-of-directors).

Does it ensure that at least one non-executive director has an experience in the sector or industry the
company belongs to? Please explain.

Yes. Article II, Section 1.2(b) of the Revised Manual of Corporate Governance provides, a
director of the Corporation shall have the college degree or its equivalent or adequate understanding
of the telecommunication industry or sufficient experience and competence in managing a business to
substitute for such formal education. Currently, Mr. Mark Chong Chin Kok has years of global
telecommunications experience. Also, Mr. Gerardo C. Ablaza, Jr. was President/Chief Executive Officer
of Globe Telecom, Inc. from April 1998 to April 2009.

Define and clarify the roles, accountabilities and deliverables of the Executive, Non-Executive and
Independent Directors:

Executive Non-Executive Independent Director


Role
Accountabilities *Please see explanation below.
Deliverables

*The roles, accountabilities and deliverables of all the members of the Board of Directors as provided
in Article II (1) 1.8-1.11 of the Revised Manual of Corporate Governance apply to all Executive, Non-
executive or Independent Directors. However, Independent Directors are expected to maintain their
independent judgment in carrying out the responsibilities of a director. The Executive Director, who is the
President and CEO, in addition to his responsibilities as a Director, has general supervision of the business,
affairs, and property of the Company, and over the officers and employees. Furthermore, the Executive
Director shall see that all orders and resolutions of the Board of Directors are carried into effect.

Provide the companys definition of "independence" and describe the companys compliance to the
definition.

As provided in the Companys Manual of Corporate Governance, an Independent Director is a person


independent from the Corporation, its management and major/substantial shareholders and free from any
business or other relationship which could materially interfere with his exercise of independent judgment
in carrying out his responsibilities as a director. The Companys independent directors, namely: Mr. Manuel
A. Pacis, Mr. Rex Ma. A. Mendoza and Ms. Saw Phaik Hwa have no relation with the management or the

3 2009, ICGN Global Corporate Principles, Item 2.2 (b) and (c).
11
major/substantial shareholders of the Company, and have no business or other relationships with the
Company.

Does the company have a term limit of five consecutive years for independent directors? If after two
years, the company wishes to bring back an independent director who had served for five years, does it
limit the term for no more than four additional years? Please explain.

Yes. As provided in Article II, Section 1.5(f-i) of the Companys Manual of Corporate Governance:

f) Independent directors can serve as such for five (5) consecutive years;
g) After completion of the five-year service period, an Independent director shall be ineligible for
election as such in the same company unless the Independent director has undergone a cooling
off period of two (2) years, provided, that during such period, the Independent director
concerned has not engaged in any activity that under existing rules disqualifies a person from
being elected as such in the same company;
h) An Independent director re-elected as such in the same company after the cooling off period
can serve for another four (4) consecutive years under the conditions mentioned in 1.5), g) above;
i) An Independent director can only serve as such for a total of nine (9) years from the date of first
appointment, without prejudice to being elected as such in other companies outside of the
business conglomerate, where applicable.

None of Globes current independent directors have served the Company as such for five years 4 or
more.

5) Changes in the Board of Directors (Executive, Non-Executive and Independent Directors)

(a) Resignation/Death/Removal

Indicate any changes in the composition of the Board of Directors that happened during the
period:

Name Position Date of Cessation Reason

There was no resignation, death, or removal of any member of the Board of Directors during the
period.

(b) Selection/Appointment, Re-election, Disqualification, Removal, Reinstatement and Suspension

Describe the procedures for the selection/appointment, re-election, disqualification, removal,


reinstatement and suspension of the members of the Board of Directors. Provide details of the
processes adopted (including the frequency of election) and the criteria employed in each
procedure:

Procedure Process Adopted Criteria


a. Selection/Appointment
(i) Executive Directors
(ii) Non-Executive Directors *Please see explanation below.
(iii) Independent Directors
b. Re-appointment

4
SEC Memorandum Circular No. 9, series of 2011 sets the term limit for independent directors, effective January 2, 2012. Mr. Pacis has
served the Company as Independent Director for 3 years and 11 months, and remains qualified to serve the Company as such.

12
(i) Executive Directors
(ii) Non-Executive Directors *Please see explanation below.
(iii) Independent Directors
c. Permanent Disqualification
(i) Executive Directors
(ii) Non-Executive Directors *Please see explanation below.
(iii) Independent Directors
d. Temporary Disqualification
(i) Executive Directors
(ii) Non-Executive Directors *Please see explanation below.
(iii) Independent Directors
e. Removal
(i) Executive Directors
(ii) Non-Executive Directors *Please see explanation below.
(iii) Independent Directors
f. Re-instatement
(i) Executive Directors
(ii) Non-Executive Directors *Please see explanation below.
(iii) Independent Directors
g. Suspension
(i) Executive Directors
(ii) Non-Executive Directors *Please see explanation below.
(iii) Independent Directors

*The procedure, process, and criteria for the selection/appointment and disqualification of
the members of the Board of Directors are provided for in the Companys By-Laws and the
Revised Manual of Corporate Governance (Article II). Such procedures, process and criteria apply
to all Executive Director, Non-Executive Director and Independent Directors. The President
(Executive Director) shall be chosen from among the Directors (Article III, Section 1 of the By-
Laws).

Article II, Section 5 of the By-Laws provides that:

If any vacancy shall occur among the directors by reason of death,


resignation, or for any other reason, such vacancy may be filled by the
remaining directors at any meeting at which a quorum shall be present. Any
such vacancy may also be filled by the stockholders entitled to vote, by ballot, at
any meeting or adjourned meeting held during such vacancy, provided the
notice of the meeting shall have mentioned such vacancy or expected vacancy.
The stockholders entitled to vote at any such meeting may also, in case of like
mention, accept the resignation of any director and fill the vacancy thereby
caused for the unexpired terms. In case of a vacancy in the Board the remaining
directors shall continue to act, but if at any time their number be reduced to less
than four, the remaining directors shall forthwith fill the vacancies or call a
special meeting of the stockholders entitled to vote for that purpose.

Also, Article II, Section 1.3 of the By-Laws lays down the procedure for the nomination of the

13
directors, thus:

The Corporation shall have a Nominations Committee which shall be


composed of at least three (3) members, one of whom shall be an independent
director. It shall promulgate the guidelines or criteria to govern the conduct of
the nominations for director. The nominations for directors shall be properly
disclosed in the corporations information or proxy statement or such other
reports required to be submitted to the Commission.

The Nominations shall be conducted as follows:

1. Nomination of director/s, including independent directors, shall be


conducted by the Committee prior to a stockholders meeting. All
recommendations shall be signed by the nominating stockholders
together with the acceptance and conformity by the would-be
nominees.
2. The Committee shall pre-screen the qualifications and prepare 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 director/s.
3. After the nomination, the Committee shall prepare a Final List of
Candidates which shall contain all the information about all the
nominees for directors, including independent directors, as
required under Part IV (A) of Annex C of SRC Rule 12, which list,
shall be made available to the Commission and to all stockholders
through the filing and distribution of the Information Statement,
in accordance with SRC Rule 20, or in such other reports the
corporation is required to submit to the Commission. The name of
the person or group of persons who recommended the nomination
of the directors, including independent directors, shall be
identified in such report including any relationship with the
nominee.
4. Only nominees whose names appear on the Final List of
Candidates shall be eligible for election as Director/s. No other
nominations shall be entertained after the Final List of Candidates
shall have been prepared. No further nominations shall be
entertained or allowed on the floor during the actual annual
stockholders/memberships meeting.

5. Election of Independent Director/s


i. The conduct of the election of independent director/s
shall be made in accordance with the standard election
procedures of the corporation or its by-laws.
ii. It shall be the responsibility of the Chairman of the
Meeting to inform all stockholders in attendance of the
mandatory requirement of electing independent
director/s. He shall ensure that independent director/s
are elected during the stockholders meeting.
iii. Specific slot/s for independent directors shall not be
filled-up by unqualified nominees.
iv. In case of failure of election for independent director/s,
the Chairman of the Meeting shall call a separate election
during the same meeting to fill up the vacancy.

The qualification, disqualification, temporary disqualification of directors, as well as


additional criteria for independent directors are stated in Article II, Sections 1.2, 1.3, 1.4, and 1.5
of the Revised Manual of Corporate Governance, which reads:

14
1.2 Qualifications
A director of the Corporation shall have the following
qualifications:
a) Ownership of at least one (1) share of the capital stock of
the Corporation;
b) A college degree or its equivalent or adequate
understanding of the telecommunication industry or
sufficient experience and competence in managing a
business to substitute for such formal education;
c) Relevant qualification, such as previous business
experience, membership in good standing in the relevant
industry, and membership in business and professional
organizations.
d) Possess integrity, probity and shall be diligent and
assiduous in the performance of his functions.

1.3 Disqualifications
The following persons are disqualified from being a director of the
Corporation:
a) Any person who has been finally convicted by a
competent judicial or administrative body of the
following: (i) any crime involving the purchase or sale of
securities, e.g. proprietary or non-proprietary
membership certificate, commodity futures contract, or
interest in a common trust fund, pre-need plan, pension
plan or life plan; (ii) any crime arising out of the person's
conduct as an underwriter, broker, dealer, investment
Corporation, investment adviser, principal distributor,
mutual fund dealer, futures commission merchant,
commodity trading advisor, floor broker; and (iii) any
crime arising out of his relationship with a bank, quasi-
bank, trust company, investment house or as an affiliated
person of any of them;
b) Any person who, by reason of any misconduct, after
hearing or trial, is permanently or temporarily enjoined
by order, judgment or decree of the Commission or any
court or other administrative body of competent
jurisdiction from; (i) acting as an underwriter, broker,
dealer, investment adviser, principal distributor, mutual
fund dealer, futures commission merchant, commodity
trading advisor, or a floor broker; (ii) acting as a director
or officer of a bank, quasi-bank, trust Corporation,
investment house, investment Corporation or an
affiliated person of any of them; (iii) engaging in or
continuing any conduct or practice in connection with any
such activity or willfully violating laws governing
securities, and banking activities. Such disqualification
shall also apply when such person is currently subject to
an effective order of the Commission or any court or
other administrative body refusing, revoking or
suspending any registration, license or permit issued
under the Corporation Code, Securities Regulation Code,
or any other law administered by the Commission or
Bangko Sentral ng Pilipinas, or under any rule or
regulation promulgated by the Commission or Bangko
Sentral ng Pilipinas, or otherwise restrained to engage in

15
any activity involving securities and banking. Such person
is also disqualified when he is currently subject to an
effective order of a self-regulatory organization
suspending or expelling him from membership or
participation or from association with a member or
participant of the organization;
c) Any person finally convicted judicially of an offense
involving moral turpitude, fraud, embezzlement, theft,
estafa, counterfeiting, misappropriation, forgery, bribery,
false oath, perjury or other fraudulent acts or
transgressions;
d) Any person finally found by the Commission or a court or
other administrative body to have willfully violated, or
willfully aided, abetted, counseled, induced or procured
the violation of, any provision of the Securities Regulation
Code, the Corporation Code of the Philippines, or any
other law administered by the Phil SEC, or any rule,
regulation or order of the Commission or the Bangko
Sentral ng Pilipinas or who has filed a materially false or
misleading application, report or registration statement
required by the Commission, or any rule, regulation or
order of the Commission;
e) Any person judicially declared to be insolvent;
f) Any person finally found guilty by a foreign court or
equivalent financial regulatory authority of acts,
violations or misconduct listed in the foregoing
paragraphs; and
g) Any affiliated person who is ineligible, by reasons of
paragraphs (a) to (e) hereof to serve or act in the
capacities listed in those paragraphs;
h) Any person convicted by final and executory judgment of
an offense punishable by imprisonment for a period
exceeding six (6) years, or a violation of the Corporation
Code, committed within five (5) years prior to the date of
his election or appointment;
i) Any person convicted by final and executory judgment by
an appropriate court or body of a violation of the Public
Service Act (CA 146) or under any law administered by
the National Telecommunications Commission; and
j) No person shall qualify or be eligible for nomination or
election to the Board of Directors if he is engaged in any
business which competes with or is antagonistic to that
of the Corporation. Without limiting the generality of the
foregoing, a person shall be deemed to be so engaged:
i. If he is an officer, manager or controlling person
of, or the owner (either of record or beneficially)
of 10% or more of any outstanding class of
shares of, any Corporation (other than one in
which the Corporation owns at least 30% of the
capital stock) engaged in a business in the
Philippines which the Board, by at least three-
fourths (3/4) vote, determines to be competitive
or antagonistic to that of the Corporation, or
ii. If he is an officer, manager or controlling person
of, or the owner (either of record or beneficially
of 10% or more of any outstanding class of
shares of, any other Corporation or entity in the

16
Philippines engaged in any line of business of the
Corporation, when in the judgment of the Board,
by at least three-fourths (3/4) vote, the laws
against combinations in restraint of trade shall
be violated by such persons membership in the
Board of Directors; or
iii. If the Board, in the exercise of its judgment in
good faith, determines by at least three-fourths
(3/4) vote that he is the nominee of any person
set forth in (ii) or (iii)

In determining whether or not a person is a controlling person,


beneficial owner, or the nominee of another, the Board may take
into account such factors as business and family relations.

1.4 Temporary Disqualification of Directors


The following are grounds for temporary disqualification of
incumbent directors:
a) Refusal to fully disclose the extent of his business interest
as required under the Securities Regulation Code and its
Implementing Rules and Regulations. This disqualification
shall be in effect as long as his refusal persists.
b) Absence or non-participation for whatever reason(s) for
more than Fifty Percent (50%) of all meetings, both
regular and special, of the Board of Directors during his
incumbency, or any twelve (12) month period during said
incumbency. This disqualification applies for purposes of
the succeeding election.
c) Dismissal/ termination from directorship in another listed
Corporation for cause. This disqualification shall be in
effect until he has cleared himself of any involvement in
the alleged irregularity.
d) Being under preventive suspension by the Corporation for
any reason.
e) Conviction that has not yet become final referred to in
the grounds for disqualification of directors.

Temporary disqualification shall be at the discretion of the Board


and shall require a resolution of a majority of the Board.

A temporarily disqualified director shall, within sixty (60) business


days from such disqualification take the appropriate action to
remedy or correct the disqualification. If he fails or refuses to do so
for unjustified reasons, the disqualification shall become
permanent. The Board shall consider a directors illness, death in
the immediate family, or serious accident in determining whether
absence from meetings shall or shall not be a ground for
temporary disqualification under this section.

1.5 Independent directors


Independent directors shall be independent of the Corporation,
Management and major/substantial shareholders. They shall hold
no interests or relationships with the Corporation that may hinder
their independence from the Corporation or Management which
would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director. An Independent
director shall, within ten (10) days from the time of his election or

17
appointment and/or re-election/re-appointment as a director,
submit to the Corporate Secretary a letter of confirmation stating
that he holds no interests affiliated with the Corporation,
Management or controlling shareholder. Moreover, for purposes
of compliance with the legal requirement on Independent
directors
a) Officers, executives and employees of the Corporation
may be elected as directors but cannot and shall not be
characterized as Independent directors.
b) If a director elected or appointed as an Independent
director subsequently becomes an officer or employee of
the Corporation, the Corporation shall forthwith cease to
consider him as an Independent director.
c) If the beneficial security ownership of an Independent
director in the Corporation or its subsidiaries and
affiliates exceeds two percent (2%), the Corporation shall
forthwith cease to consider him as an Independent
director.
d) A regular director who resigns or whose term ends on the
day of the election shall only qualify for nomination and
election as an Independent director after a two (2) year
cooling off period.
e) Persons appointed as Chairman Emeritus, Ex-Officio
Directors/Officer or members of any executive/Advisory
Board or otherwise appointed in a capacity to assist the
Board in the performance of its duties shall be subject to
a one (1) year cooling-off period prior to his qualification
as an Independent director.

Removal of Directors shall be in accordance with Section 28 of the Corporation Code, thus,
any director may be removed from office by a vote of the stockholders holding or representing two-
thirds (2/3) of the outstanding capital stock. Provided, that such removal shall take place either at a
regular meeting of the corporation or at a special meeting called for the purpose, and in either case,
after previous notice to stockholders of the intention to propose such removal at the meeting. A
special meeting of the stockholders for the purpose of removal of directors, must be called by the
secretary on order of the president or on the written demand of the stockholders representing or
holding at least a majority of the outstanding capital stock. Should the secretary fail or refuse to call
the special meeting upon such demand or fail or refuse to give the notice, or if there is no secretary,
the call for the meeting may be addressed directly to the stockholders by any stockholder of the
corporation signing the demand. Notice of the time and place of such meeting, as well as the intention
to propose such removal, must be given by publication or by written notice as prescribed by the
Corporation Code. xxx. Removal may be with or without cause, provided that removal without cause
may not be used to deprive minority stockholders of the right of representation to which they may be
entitled under Section 24 of the Corporation Code.

In addition to the Nomination Committee Charter and as needed, the Company may also use
professional search firms or other external sources of candidates (such as director databases set up by director
or shareholder bodies) when searching for candidates to the board of directors/commissioners.

Voting Result of the last Annual General Meeting (held on 07 April 2015)

Name of Director Votes Received


Jaime Augusto Zobel de Ayala 280,059,323 (99.80%)
Mark Chong Chin Kok 280,200,424 (99.85%)
Gerardo C. Ablaza, Jr. 280,177,373 (99.84%)
Ernest L. Cu 280,357,119 (99.91%)

18
Fernando Zobel de Ayala 280,073,793 (99.80%)
Samba Natarajan 280,235,824 (99.86%)
Delfin L. Lazaro 280,206,479 (99.85%)
Romeo L. Bernardo 279,950,262 (99.76%)
Rex Ma. A. Mendoza (Independent Director) 280,423,536 (99.93%)
Saw Phaik Hwa (Independent Director) 280,457,094 (99.94%)
Manuel A. Pacis (Independent Director) 280,560,693 (99.98%)

6) Orientation and Education Program

(a) Disclose details of the companys orientation program for new directors, if any.

1. Corporate Governance Seminar Program conducted by Risks, Opportunities, Assessment and


Management, Inc. (ROAM, Inc.) on September 15, 2015 Mr. Samba Natarajan
2. Corporate Governance Orientation Program conducted by the Institute of Corporate
Directors (ICD) on August 27, 2015 Ms. Saw Phaik Hwa
3. For All Members of the Board of Directors, Senior Management and Key Officers Corporate
Governance Training Orientation Course conducted by the Ayala Group in partnership with
the Institute of Corporate Directors (ICD) on February 18, 2015.
4. Corporate Governance Briefing conducted in July 2011 by SGV & Co, and was attended by Mr.
Hui Weng Cheong and Mr. Tay Soo Meng;
5. Corporate Governance Session conducted by the Institute of Corporate Governance in May
2011, and was attended by Mr. Manuel A. Pacis.

Courses and discussions taken up as part of the orientation program for new directors include, at the
minimum, Globe's corporate documents (e.g., Manual of Corporate Governance, Code of Conduct,
Committee Charters), Roles and Responsibilities of Directors, Globe's internal control systems and
mechanisms, Globe's Risk Universe and Coverage, Globe ownership structure, Globe table of
organization, Compliance with relevant SEC regulations on corporate governance and the ASEAN
Corporate Governance Scorecard. The Company will continuously update and develop the course and
relevant discussions in accordance with regional and international corporate governance trends as
well as the SEC and PSE regulations and guidelines.

(b) State any in-house training and external courses attended by Directors and Senior Management5
for the past three (3) years:

1. Corporate Governance Seminar conducted by Risks, Opportunities, Assessment and


Management, Inc. (ROAM, Inc.) on September 15, 2015 Mr. Mark Chong Chin Kok
2. Rebecca V. Eclipse Updates on Philippine Practices on Corporate Governance and Enterprise
Risk Management by SGV & Co. on 14 July 2015.
3. For All Members of the Board of Directors Telco Industry Trends, Risk & Opportunities
conducted by James R. Sullivan (Director of ASEAN Research, JP Morgan Chase & Co.) on
December 11, 2014
4. Executive Session among Board of Directors Globes Spectrum Strategy in December 2014
5. For Board of Directors and Key Officers Distinguished Corporate Governance Speaker Series
held on April 29, 2014
6. For All Members of the Board of Directors and Key Officers Distinguished Corporate
Governance Speaker Series held on August 19, 2014
7. For All Members of the Board of Directors, Senior Management and Key Officers Corporate
Governance Training Orientation Course conducted by the Ayala Group in partnership with
the Institute of Corporate Directors (ICD) on February 18, 2015.

5Senior Management refers to the CEO and other persons having authority and responsibility for planning, directing and controlling the
activities of the company.

19
8. For Executive Committee Members and Chairman of the Audit Committee Executive
Committee Strategy Workshop Part 1 held at Hotel Intercontinental Manila, Makati City on
April 17, 2012.
9. For Executive Committee Members and Chairman of the Audit Committee Executive
Committee Strategy Workshop Part 2 held at Makati Shangri-la, Makati City on May 7, 2012.
10. Carmina J. Herbosa Chief Audit Executive, Internal Controls attended iLeadGlobe
Executive Development Program, 2013.
11. Carmina J. Herbosa Chief Audit Executive, Internal Controls - attended Corporate
Governance training provided by Institute of Corporate Directors (ICD) on March 2012.
Attended Corporate Governance and Anti-Money Laundering Act Seminar conducted by
Philippine Securities Consultancy Corporation (PHILSECC) on February 27, 2012 at Dusit Thani
Hotel, Makati City.
12. Bernie Llamzon Senior Vice President, Consumer Sales attended the iLeadGlobe Executive
Development Program, 2012.
13. Atty. V. Froilan M. Castelo General Legal Counsel, Corporate and Legal Services Group
Attended Mandatory Continuing Legal Education in October 2012.

(c) Continuing education programs for directors: programs and seminars and roundtables attended
during the year.

Name of
Name of Director/Officer Date of Training Program Training
Institution
Jaime Augusto Zobel de Ayala February 18, 2015 Corporate Governance Training Ayala Group in
Program: Orientation Course for partnership with
Corporate Governance the Institute of
Corporate
Directors (ICD)
Fernando Zobel de Ayala February 18, 2015 Corporate Governance Training Ayala Group in
Program: Orientation Course for partnership with
Corporate Governance the Institute of
Corporate
Directors (ICD)
Gerardo C. Ablaza, Jr. February 18, 2015 Corporate Governance Training Ayala Group in
Program: Orientation Course for partnership with
Corporate Governance the Institute of
Corporate
Directors (ICD)
Delfin L. Lazaro February 18, 2015 Corporate Governance Training Ayala Group in
Program: Orientation Course for partnership with
Corporate Governance the Institute of
Corporate
Directors (ICD)
Rex Ma. A. Mendoza February 18, 2015 Corporate Governance Training Ayala Group in
Program: Orientation Course for partnership with
Corporate Governance the Institute of
Corporate
Directors (ICD)
Manuel A. Pacis February 18, 2015 Corporate Governance Training Ayala Group in
Program: Orientation Course for partnership with
Corporate Governance the Institute of
Corporate
Directors (ICD)
Solomon M. Hermosura February 18, 2015 Corporate Governance Training Ayala Group in
Program: Orientation Course for partnership with
Corporate Governance the Institute of
Corporate
Directors (ICD)

20
Ernest L. Cu February 18, 2015 Corporate Governance Training Ayala Group in
Program: Orientation Course for partnership with
Corporate Governance the Institute of
Corporate
Directors (ICD)
Alberto M. de Larrazabal February 18, 2015 Corporate Governance Training Ayala Group in
Program: Orientation Course for partnership with
Corporate Governance the Institute of
Corporate
Directors (ICD)
Henry Rhoel R. Aguda February 18, 2015 Corporate Governance Training Ayala Group in
Program: Orientation Course for partnership with
Corporate Governance the Institute of
Corporate
Directors (ICD)
Vincent Froilan M. Castelo February 18, 2015 Corporate Governance Training Ayala Group in
Program: Orientation Course for partnership with
Corporate Governance the Institute of
Corporate
Directors (ICD)
Gil B. Genio February 18, 2015 Corporate Governance Training Ayala Group in
Program: Orientation Course for partnership with
Corporate Governance the Institute of
Corporate
Directors (ICD)
Carmina J. Herbosa February 18, 2015 Corporate Governance Training Ayala Group in
Program: Orientation Course for partnership with
Corporate Governance the Institute of
Corporate
Directors (ICD)
Marisalve Ciocson-Co February 18, 2015 Corporate Governance Training Ayala Group in
Program: Orientation Course for partnership with
Corporate Governance the Institute of
Corporate
Directors (ICD)
Renato M. Jiao February 18, 2015 Corporate Governance Training Ayala Group in
Program: Orientation Course for partnership with
Corporate Governance the Institute of
Corporate
Directors (ICD)
Bernard P. Llamzon February 18, 2015 Corporate Governance Training Ayala Group in
Program: Orientation Course for partnership with
Corporate Governance the Institute of
Corporate
Directors (ICD)

21
B. CODE OF BUSINESS CONDUCT & ETHICS

1) Discuss briefly the companys policies on the following business conduct or ethics affecting directors,
senior management and employees:

Business Conduct &


Directors Senior Management Employees
Ethics
*Please see explanation below.
(a) Conflict of Interest

(b) Conduct of
Business and Fair *Please see explanation below.
Dealings
(c) Receipt of gifts
*Please see explanation below.
from third parties
(d) Compliance with
Laws & *Please see explanation below.
Regulations
(e) Respect for Trade
Secrets/Use of
*Please see explanation below.
Non-public
Information
(f) Use of Company
Funds, Assets and *Please see explanation below.
Information
(g) Employment &
Labor Laws & *Please see explanation below.
Policies
(h) Disciplinary action *Please see explanation below.
(i) Whistle Blower *Please see explanation below.
(j) Conflict Resolution *Please see explanation below.

*The Employee Handbook on Code of Conduct, hereto attached as Annex B, contains the
Companys policies on the business conduct or ethics affecting directors, senior management and
employees. The same are also disclosed through the company website, which dedicates Sections
specifically for Company Policies (http://www.globe.com.ph/corporate-governance/company-
policies/) and other such policies and procedures in relation to the Companys Stakeholders
(http://www.globe.com.ph/corporate-governance/stakeholders). The policies apply to all regular
employees, officers and directors of Globe and Subsidiaries, including consultants/project hires
seconded to or engaged on a full time basis by Globe although not considered as Globe regular
employee.

2) Has the code of ethics or conduct been disseminated to all directors, senior management and
employees?

Yes. Directors, Senior Management and employees were provided with the Employee
Handbook on Code of Conduct, which was part of the orientation kit. All directors, senior
management, and employees had been provided with the booklet since its release in August 2007.
Further, our Human Resources Group regularly releases reminders and announcements related to the
Code of Conduct.

3) Discuss how the company implements and monitors compliance with the code of ethics or conduct.

The maintenance of order and discipline is basically a line management responsibility. Thus,
enforcement of rules, including the conduct of disciplinary proceedings, is a line management
function. In performing this function, line management is assisted by Human Resources Group,

22
Internal Audit, Corporate and Legal Services Group and/or Security as may be warranted by the
circumstances of each case.

Disciplinary proceedings or administrative investigations shall be summary in nature. The


rules of procedure and evidence as applied in judicial proceedings shall not be controlling. The
Company shall use all reasonable means to ascertain the facts in each case speedily and objectively,
all in the interest of due process.

Further, to insure adherence to corporate principles and best practices, a Compliance Officer
was designated by the Board of Directors. One of the functions of the Compliance Officer is to
determine violations of the Revised Manual of Corporate Governance (Manual), which includes
violations of the Code of Conduct, and create a system for according due notice and hearing, or due
process in dealing with violations of the Manual.

4) Related Party Transactions

(a) Policies and Procedures

Describe the companys policies and procedures for the review, approval or ratification,
monitoring and recording of related party transactions between and among the company and its
parent, joint ventures, subsidiaries, associates, affiliates, substantial stockholders, officers and
directors, including their spouses, children and dependent siblings and parents and of
interlocking director relationships of members of the Board.

Related Party Transactions Policies and Procedures


(1) Parent Company *Please see explanation below.
(2) Joint Ventures *Please see explanation below.
(3) Subsidiaries *Please see explanation below.
(4) Entities Under Common Control *Please see explanation below.
(5) Substantial Stockholders *Please see explanation below.
(6) Officers including *Please see explanation below.
spouse/children/siblings/parents
(7) Directors including *Please see explanation below.
spouse/children/siblings/parents
(8) Interlocking director relationship *Please see explanation below.
of Board of Directors

*The Related Party Transactions (RPTs) Policy, Procedures and disclosures thereof are hereto
attached as Annex C. The policy and its procedures apply to all regular employees, officers and
directors of Globe and its Subsidiaries, including consultants/project hires seconded to or engaged
on a full time basis by Globe although not considered as Globe regular employee.

Parties are considered to be related to Globe Group if it has the ability, directly or indirectly,
to control the Group or exercise significant influence over the Group in making financial and
operating decisions, or vice versa, or where the Group and the party are subject to common
control or common significant influence. Related parties may be individuals (being members of
key management personnel, significant shareholders and/or their close family members) or
entities and include entities which are under the significant influence of related parties of the
Group where those parties are individuals, and post-employment benefit plan which are for the
benefit of employees of the Group or any entity that is a related party of the Group.

The Globe Group, in their regular conduct of business, enter into transactions with their
major stockholders, AC and STI, venturers and certain related parties. These transactions are
accounted for at market prices normally charged to unaffiliated customers for similar goods and
services.
23
Significant related party transactions (RPTs) are submitted to the Board of Directors for
approval, upon the review and endorsement by all independent directors.

Globe discloses, reviews, and approves related party transactions, in accordance with the
principles of transparency and fairness, to ensure that they are at arm's length, the terms are fair,
and they will inure to the best interest of the company and its subsidiaries or affiliates and their
shareholders. The RPTs are disclosed in the company's financial statements, annual reports, and
other applicable filings in accordance with the relevant rules and issuance of the Securities and
Exchange Commission (SEC), Philippine Stock Exchange (PSE) and other applicable regulatory
bodies. The disclosure includes, but is not limited to, the name of the related party, relationship
with the company for each RPT, the nature, and value for each RPT. Such disclosure is also made
publicly-available by the company, for the benefit of all shareholders and other stakeholders,
through the company website and such other media channels as applicable.

Rights of minority shareholders are protected at all times, especially from abusive actions by,
or in the interest of controlling shareholders. Globe ensures that its policies and processes cater to
the best interest of all its shareholders, including minority shareholders, and other stakeholders.
As such, all transactions including related-party transactions that require shareholders' approval
are submitted to all shareholders, including minority shareholders, for approval.

Shareholders, including minority shareholders and other stakeholders, are provided with
proper guidelines and procedures for right of action and remedies that are readily accessible in
order to redress the conduct of the company (e.g., Facebook page, Twitter account, E-mail
account, and Hotline numbers), as necessary.

As a company policy, the independent directors form the independent committee tasked to
review and monitor material RPTs to ensure the best interest of the company, its shareholders,
and all other stakeholders, and that the RPTs are executed with fair and transparent terms prior
to endorsement to the Board for approval.

Non-compliance with any of the provisions of the policy on RPT shall result in the nullification
of any agreement or contract involved in the execution of the RPT. A director, officer, employee,
or related party is subject to the corresponding procedures and penalties under the company's
Code of Conduct and relevant laws, as applicable.

(b) Conflict of Interest

(i) Directors/Officers and 5% or more Shareholders

Identify any actual or probable conflict of interest to which directors/officers/5% or more


shareholders may be involved.

Details of Conflict
of Interest (Actual or Probable)
There was no identified actual or probable
Name of Director/s conflict of interest to which any director may be
involved.
There was no identified actual or probable
Name of Officer/s conflict of interest to which any officer may be
involved.
Please see Related Party Transactions, Annex
C, hereto attached for reference, as reported
Name of Significant Shareholders
in the Companys Annual Report, SEC Form 17-A
and SEC Form 20-IS.

24
(ii) Mechanism

Describe the mechanism laid down to detect, determine and resolve any possible conflict of
interest between the company and/or its group and their directors, officers and significant
shareholders.

Directors/Officers/Significant Shareholders
Company *Please see explanation below.
Group *Please see explanation below.

*Globes Employee Handbook on Code of Conduct (pp. 31-32; 77-81) dedicates a section on
Conflict of Interest, which provides that directors and officers/employees, including potential
employees, project hires or consultants, are required to accomplish the Related Party Disclosure
Form and to voluntarily disclose any conflict of interest that may arise after the submission of
the disclosure. The Form is also accomplished on an annual basis, every January of the year. The
Handbook also contains a section on Whistleblower Reporting" (pp. 37-39), which identifies the
process for and various channels available to whistleblowers. Article 18 of the Code of Conduct
(pp. 50-51) identifies the scenarios and circumstance that can be considered as conflict of
interest. The scope, definition, policies, guidelines and procedures on the matter are further
elaborated in a section of the Code of Conduct (pp. 77-81).

As regards significant shareholders, the Globe Group, in their regular conduct of business,
enter into transactions with their major stockholders, AC and STI, venturers and certain related
parties. These transactions are accounted for at market prices normally charged to unaffiliated
customers for similar goods and services. Section 2.5 of the Executive Committee Charter provides
that the Executive Committee shall be responsible for conducting initial reviews of possible
conflict of interest of directors and officers of the Corporation and making recommendations for
the disposition thereof, for the approval of the board. To ensure the best interest of company, its
shareholders and all other stakeholders, and that the related party transactions (RPTs) are
executed with fair and transparent terms, only Independent Directors form the independent
Committee that is tasked with the review and monitoring of these material transactions. Also, as
stated in Globes RPTS Policy, any member of this Committee who has an interest in the RPT
under review shall be prohibited from participating in the discussion and from voting thereon. A
director, who has an interest in the RPT, must declare and divulge in writing to the Corporations
Compliance Officer his/her involvement in the RPT.

5) Family, Commercial and Contractual Relations

(a) Indicate, if applicable, any relation of a family, 6 commercial, contractual or business nature that
exists between the holders of significant equity (5% or more), to the extent that they are known
to the company:

Names of Related Brief Description of the


Type of Relationship
Significant Shareholders Relationship

*Please see explanation below.

*The Company has no existing commercial, contractual or business relation with the family of
the significant shareholders of the Company.

6
Family relationship up to the fourth civil degree either by consanguinity or affinity.
25
(b) Indicate, if applicable, any relation of a commercial, contractual or business nature that exists
between the holders of significant equity (5% or more) and the company:

Names of Related
Type of Relationship Brief Description
Significant Shareholders
*Please see Annex C, hereto attached for reference, on the existing commercial, contractual or
business relationship between the Company and significant shareholders.

(c) Indicate any shareholder agreements that may impact on the control, ownership and strategic
direction of the company:

None.

% of Capital Stock affected Brief Description of the


Name of Shareholders
(Parties) Transaction

None.

6) Alternative Dispute Resolution

Describe the alternative dispute resolution system adopted by the company for the last three (3)
years in amicably settling conflicts or differences between the corporation and its stockholders, and
the corporation and third parties, including regulatory authorities.

Alternative Dispute Resolution System


Stockholder concerns/complaints are coursed through
the Investor Relations Division of the Company, which
Corporation & Stockholders
is tasked to implement investor relations programs
that reach out to all shareholders.
Through the Companys Vendor Management Team
Corporation & Third Parties
and Customer Experience (CXP) Team.
In accordance with the existing alternative dispute
Corporation & Regulatory Authorities
resolution of the regulatory authority.

26
C. BOARD MEETINGS & ATTENDANCE
(for the year ended 31 December 2015 as disclosed to SEC, PSE and PDEx, and in our ASR)

1) Are Board of Directors meetings scheduled before or at the beginning of the year?

Board meetings are scheduled at the beginning of the year and posted on the company website in the
section dedicated to Board of Directors matters. Please refer to the Board of Directors section of
the company website.
(http://www.globe.com.ph/corporate-governance/board-of-directors/meetings)

2) Attendance of Directors

No. of
No. of
Date of Meetings Held
Board Name Meetings %
Election during the
Attended
year
Chairman Jaime Augusto Zobel de Ayala April 07, 2015 7 7 100%
Co-Vice Chairman Gerardo C. Ablaza, Jr. April 07, 2015 7 5 71%
Co-Vice Chairman Mark Chong Chin Kok April 07, 2015 7 7 100%
Member Ernest L. Cu April 07, 2015 7 7 100%
Member Fernando Zobel de Ayala April 07, 2015 7 7 100%
Member Romeo L. Bernardo April 07, 2015 7 7 100%
Member Delfin L. Lazaro April 07, 2015 7 7 100%
Member Samba Natarajan* April 07, 2015 6 6 100%
Independent Manuel L. Pacis April 07, 2015 7 7 100%
Independent Rex Ma. A. Mendoza April 07, 2015 7 7 100%
Independent Saw Phaik Hwa* April 07, 2015 6 6 100%
* Mr. Samba Natarajan and Ms. Saw Phaik Hwa were elected as Directors for the first time on April 07, 2015.

3) Do non-executive directors have a separate meeting during the year without the presence of any
executive? If yes, how many times?

Yes. Globe Telecoms only executive director is Mr. Ernest L. Cu, who is also Globes President and
Chief Executive Officer (CEO). Mr. Cu is not part of any Board Committee created by the Board of
Directors, except the Executive Committee. Globe has five (5) Board Committees which are the
Executive, Audit, Compensation and Remuneration, Nomination and Finance Committees. Mr. Cu is
not part of the composition of any of these committees, except the Executive Committee, hence does
not attend their meetings.

In 2015, Globes Board Committees met a total of thirty-two (32) times: Executive 11, Audit 5,
Compensation and Remuneration 4, Nomination 3 and Finance 9, none of which Mr. Cu attended
or participated in except for the Executive Committee.

Total Meetings Board Committee Members Present Absent

9 Executive Jaime Augusto Zobel de Ayala 9 -


Mark Chong Chin Kok 8 1
Gerardo C. Ablaza, Jr. 6 3
Ernest L. Cu 9 -
Samba Natarajan1 6 1

5 Audit Manuel A. Pacis 5 -


Saw Phaik Hwa2 4 -
Rex Ma. A. Mendoza3 4 -
Romeo L. Bernardo4 1 -

27
2 Compensation and Rex Ma. A. Mendoza 2 -
Remuneration Fernando Zobel de Ayala5 1 -
Mark Chong Chin Kok 2 -
Romeo L. Bernardo 2 -
Gerardo C. Ablaza, Jr. 5 1 -

3 Nomination Rex Ma. A. Mendoza3 3 -


Committee Mark Chong Chin Kok 3 -
Gerardo C. Ablaza, Jr. 2 1
Romeo L. Bernardo 3 -

5 Finance Committee Delfin L. Lazaro 5 -


Romeo L. Bernardo 5 -
Fernando Zobel de Ayala 4 1
Samba Natarajan1 4 -
1Mr. Samba Natarajan was elected Member on 07 April 2015
2Ms. Saw Phaik Hwa was elected as Member on 07 April 2015
3Mr. Rex Ma. A. Mendoza was elected Member on 07 April 2015
4Mr. Romeo L. Bernardo served as Member until 07 April 2015
5Mr. Fernando Zobel de Ayala was appointed Member of the Compensation and Remuneration Committee

on 07 April 2015 and replaced Mr. Gerardo C. Ablaza, Jr. in the said Committee

4) Is the minimum quorum requirement for Board decisions set at two-thirds of board members? Please
explain.

No. Under the Companys By-Laws, a majority of the directors shall constitute a quorum for
the transaction of corporate business, and every decision of a majority of the quorum duly assembled
as a board shall be valid as a corporate act.

5) Access to Information

(a) How many days in advance are board papers7 for board of directors meetings provided to the
board?

As a Company policy, Board of Directors are provided with board papers seven (7) business
days in advance of the board meetings.

(b) Do board members have independent access to Management and the Corporate Secretary?

Yes. Management reports to the Board and the Board has access to the Corporate Secretary who
acts as adviser to directors regarding their responsibilities and obligations, and oversees the flow
of information prior to meetings.

(c) State the policy of the role of the company secretary. Does such role include assisting the
Chairman in preparing the board agenda, facilitating training of directors, keeping directors
updated regarding any relevant statutory and regulatory changes, etc?

Article 3, Section 7 of the By-Laws states:

The Secretary shall keep the minutes of all meetings of the stockholders, of
the Board of Directors, and of all committees in a book or books kept for that

7
Board papers consist of complete and adequate information about the matters to be taken in the board
meeting. Information includes the background or explanation on matters brought before the Board,
disclosures, budgets, forecasts and internal financial documents.
28
purpose and shall furnish a copy of all such minutes to the President of the
Company. In addition to the foregoing, the Secretary shall perform such other
duties as the Board of Directors may from time to time direct. He shall keep in
safe custody the seal of the company, and when authorized by the Board of
Directors, he shall fix such seal to any instrument requiring the same. The
corporate seal of the company so affixed shall be attested by the signature of the
Secretary or an assistant secretary. The Secretary shall have charge of the stock
certificate book and such other books and papers as the Board may direct. He
shall attend to the giving and serving of all notices, and he shall have such other
powers and perform such other duties as pertain to his office or as the Board of
Directors may from time to time prescribe. In the absence of the Secretary or his
inability to act, the Assistant Secretary designated by the Board of Directors shall
have all the foregoing powers and duties.

Also, Art. III (2) (f) of the Revised Manual of Corporate Governance provides:

The Corporate Secretary shall have the following functions:

i. serve as an adviser to the directors on their responsibilities and


obligations;
ii. keep the minutes of meetings of the stockholders, the Board of
Directors, the Executive Committee, and all other committees in a
book or books kept for that purpose, and shall furnish copies thereof
to the Chairman, the President/CEO and other members of the Board
as appropriate;
iii. keep in safe custody the seal of the Corporation and affix it to any
instrument requiring the same;
iv. have charge of the stock certificate book and such other books and
papers as the Board may direct;
v. attend to the giving and serving of notices of Board and shareholder
meetings;
vi. be fully informed and be part of the scheduling process of other
activities of the Board;
vii. prepare an annual schedule of Board meetings and the regular
agendas of meetings, and put the Board on notice of such agenda at
every meeting;
viii. oversee the adequate flow of information to the Board prior to
meetings; and
ix. ensure fulfillment of disclosure requirements to the Securities and
Exchange Commission and the Philippine Stock Exchange; and
x. Work fairly and objectively with the Board, Management,
stockholders and other stakeholders.

(d) Is the company secretary trained in legal, accountancy or company secretarial practices? Please
explain should the answer be in the negative.

Yes. The Corporate Secretary, Atty. Solomon H. Hermosura, graduated valedictorian with
Bachelor of laws degree from San Beda College in 1986 and placed third in the 1986 Bar
Examinations. He is the General Counsel, Corporate Secretary and Compliance Officer of Ayala
Corporation, and the CEO of Ayala Group Legal. He also serves as Corporate Secretary of Ayala
Land, Inc., Manila Water Company, Inc., Ayala Foundation, Inc., and a number of other
companies in the Ayala Group.

(e) Committee Procedures

Disclose whether there is a procedure that Directors can avail of to enable them to get
29
information necessary to be able to prepare in advance for the meetings of different
committees:

Yes No

Committee Details of the procedures


Executive Please see Executive Committee Charter, hereto attached as
Annex D
Audit Please see Audit Committee Charter, hereto attached as Annex
E
Nomination Please see Nomination Committee Charter, hereto attached as
Annex F
Compensation and Remuneration Please see Compensation and Remuneration Committee
Charter, hereto attached as Annex G
Finance Please see Finance Committee Charter, hereto attached as
Annex H

6) External Advice

Indicate whether or not a procedure exists whereby directors can receive external advice and, if
so, provide details:

Procedures Details
*Please see explanation below.

*Article II (2.7) of the Revised Manual of Corporate Governance provides that the
Corporation shall, as appropriate, provide directors, including Independent directors, with
technical support staff to assist them in performing their duties for such committees. Directors
may, when necessary, also request and receive support from executives, employees or outside
professionals such as auditors, advisers and counsel to perform such duties. The Corporation shall
cover the reasonable expenses of providing such support.

When necessary, Globe Telecom seeks external technical support to aid its Management and
Board of Directors in the performance of their duties and responsibilities including risk
management. (Source: 2015 Annual and Sustainability Report Risk Management, p. 65)

7) Change/s in existing policies

Indicate, if applicable, any change/s introduced by the Board of Directors (during its most recent
term) on existing policies that may have an effect on the business of the company and the
reason/s for the change:

Existing Policies Changes Reason


*Please see explanation below.

*There were no changes in the Companys existing policy that would have an impact on the
business of the Company during the most recent term of the Board of Directors.

30
D. REMUNERATION MATTERS

1) Remuneration Process

Disclose the process used for determining the remuneration of the CEO and the four (4) most highly
compensated management officers:

Top 4 Highest Paid


Process CEO
Management Officers
Based on the value of the role, talent, and the prevailing market
rates. The Year-on-Year increases are determined by individual
(1) Fixed remuneration performances, prevailing market rates on annual salary increases,
pay positioning, economic indicators, and Companys financial
capability.
Determined by attainment of corporate and business targets and
(2) Variable remuneration
individual performance.
(3) Per diem allowance Actual reasonable expense during an official business travel.
(4) Bonus Guaranteed bonuses are part of the Fixed Remuneration.
(5) Stock Options and
Based on company performance, individual performance, the
other financial
companys financial capability and retention objectives.
instruments
(6) Others (specify)
Dependent on market trends/rates, Companys financial capability,
Benefit offerings i.e.
competitiveness of the Companys overall package.
car/health

2) Remuneration Policy and Structure for Executive and Non-Executive Directors

Disclose the companys policy on remuneration and the structure of its compensation package.
Explain how the compensation of Executive and Non-Executive Directors is calculated.

Structure of How
Remuneration Policy Compensation Compensation is
Packages Calculated
Remuneration/Compensation Please see answer in Please see answer
is similar to regular D.1. in D.1;
employees. Executive
Directors do not
Executive Directors receive per-diem
remuneration for
his role as
executive
director.
Article II, Section 6 of the By- - The per diem
Laws provides: Directors as remuneration of
such may receive, pursuant Php100,000.00
to a resolution of the for non-Executive
stockholders, fees and other Directors for
compensation for their every board
Non-Executive services as directors, meeting and
Directors including, without limitation, stockholders
their services as members of meeting actually
committees of the Board of attended has
Directors. (As amended on been increased to
12 April 2011) Php200,000.00 as
approved by the
stockholders
31
during its meeting
on April 08, 2014.
Per diem
remuneration for
committee
meetings actually
attended remains
at Php100,000.00.

Do stockholders have the opportunity to approve the decision on total remuneration (fees, allowances,
benefits-in-kind and other emoluments) of board of directors? Provide details for the last three (3) years.

Date of
Remuneration Scheme
Stockholders Approval
The per diem remuneration of Php100,000.00 As approved by the Stockholders during their
for non-Executive Directors for every board Annual Meeting on April 08, 2014.
meeting and stockholders meeting actually
attended has been increased to Php200,000.00
Article II, Section 6 of the By-Laws provides: Amendment of Article II Section 6 of the By-
Directors as such may receive, pursuant to a Laws was approved by the Stockholders on
resolution of the stockholders, fees and other April 12, 2011.
compensation for their services as directors,
including, without limitation, their services as
members of committees of the Board of
Directors. (As amended on 12 April 2011)
Fixing the per diem remuneration of As approved by the Stockholders in 2003.
Php100,000.00 for non-Executive Director for
every meeting actually attended as a Director or
as a member of a Committee

3) Aggregate Remuneration

Complete the following table on the aggregate remuneration accrued during the most recent year:

Non-Executive Directors
Executive Independent
Remuneration Item (other than independent
Directors Directors
directors)
(a) Fixed Remuneration - PhP17.9M PhP5.8M
N/A N/A
(b) Variable Remuneration -
N/A N/A
(c) Per diem Allowance -

(d) Bonuses - N/A N/A

(e) Stock Options and/or


other financial - 5,000 (ESOP, unexercised) -
instruments
N/A N/A
(f) Others (Specify) -
Cannot be valued at this time because of the unexercised stock
Total
option.

32
Non-Executive Director
Executive Independent
Other Benefits (other than independent
Directors Directors
directors)
1) Advances - N/A N/A

2) Credit granted - N/A N/A


3) Pension Plan/s - N/A N/A
Contributions
(d) Pension Plans, - N/A N/A
Obligations incurred
(e) Life Insurance Premium - N/A N/A

(f) Hospitalization Plan - N/A N/A

(g) Car Plan - N/A N/A

(h) Others (Specify) - N/A N/A


N/A N/A
Total -

4) Stock Rights, Options and Warrants

(a) Board of Directors

Complete the following table, on the members of the companys Board of Directors who own or
are entitled to stock rights, options or warrants over the companys shares:

Number of Direct Number of Indirect Number of


Total % from
Directors Name Option/Rights/ Option/Rights/ Equivalent
Capital Stock
Warrants Warrants Shares
Jaime Augusto Zobel
0 0 -
de Ayala
Mark Chong Chin Kok - - -

Gerardo C. Ablaza, Jr. - - -

Ernest L. Cu 0 0 -
Fernando Zobel de -
0 0
Ayala
Samba Natarajan - - -

Delfin L. Lazaro - - -

Romeo L. Bernardo 5,000 5,000 -


Rex Ma. A. Mendoza - -
-
(independent)
Saw Phaik Hwa - -
-
(independent)
Manuel A. Pacis -
- -
(independent)

(b) Amendments of Incentive Programs

Indicate any amendments and discontinuation of any incentive programs introduced, including
the criteria used in the creation of the program. Disclose whether these are subject to approval
during the Annual Stockholders Meeting:

Incentive Program Amendments Date of

33
Stockholders Approval
There were no amendments or discontinuation of any incentive program during the year.

5) Remuneration of Management

Identify the five (5) members of management who are not at the same time executive directors and
indicate the total remuneration received during the financial year:

Name of Officer/Position Total Remuneration


Gil B. Genio Chief Operating Officer for Business
and International Markets, Chief Strategy Officer,
and President, Innove Communications, Inc.
Rebecca V. Eclipse Chief Customer Experience
Officer
Php115M
Alberto M. de Larrazabal Chief Finance Officer
and Chief Risk Officer
Renato M. Jiao Chief Human Resource Officer
Bernard P. Llamzon EVP, Consumer Sales

34
E. BOARD COMMITTEES

1) Number of Members, Functions and Responsibilities (as of April 07, 2015)

Provide details on the number of members of each committee, its functions, key responsibilities and
the power/authority delegated to it by the Board:

No. of Members
Non- Committee Key
Executive Independent
Committee executive Functions Power
Director
Director
Director Charter Responsibilities
(ED) (ID)
(NED)
Please see As delegated by the Board subject to
Annex D certain limitations, the Executive
Committee provides management sound
guidance and advice, policies and
strategic guidelines and periodically
evaluate and monitor implementation of
the strategies that the Board has
approved.
The Executive Committee has oversight
Executive 1 4 0 on corporate strategic risks, technology
and operational risk management,
putting in place the infrastructure for risk
management systems that assess risks
on an integrated cross-functional
approach, reviews and assess the
adequacy of Globe Telecoms strategic,
technology, and operational risk
management processes, jointly with
Management.
Please see It supports corporate governance of the
Annex E Company by fulfilling its oversight
responsibility relating to:
the integrity of the financial
statements and the financial
reporting process and principles;
internal controls;
the qualifications, independence,
remuneration and performance of
the independent auditors;
staffing, focus, scope, performance,
and effectiveness of the internal
audit function;
Audit 0 0 3 risk management; and compliance
with legal, regulatory, and corporate
governance requirements
Given the overlapping oversight
functions of the various committees, and
to enable an integrated and holistic
approach to risk management oversight
at the Board level, the Board has
designated the Audit Committee as the
overall consolidator of risks for all the
committees. The Audit Committee
provides oversight of the financial
reporting and operational risks
specifically on financial statement and
35
reporting, internal controls, legal or
regulatory compliance, corporate
governance, risk management and fraud
risks. The Audit Committee regularly
reports to the Board of Directors on
Globe Telecoms risk management
efforts, thus, providing the Board with a
more coordinated and effective review of
risks across the company and assurance
over Globe Telecoms overall risk
management, that aids the Board in
making strategic decisions for the
company. To that effect, the Audit
Committee functions as a separate level
risk committee.
Please see Ensures unbiased nomination of
Nomination 0 3 1
Annex F directors and officers
Please see Reviews the compensation
Annex G philosophy and structure of the
Company and the reasonableness of
its compensation and incentive plans
and structures.
Reviews and approves the
Companys annual compensation
plan and corporate incentive plan. In
reviewing the plans, the Committee
considers relevant industry and
multi-industry benchmarks in order
to assess the reasonableness of
Compensation managements recommendations.
and 0 3 1 The compensation plan also includes
Remuneration retention structures for key
positions.
Meets at least twice a year, or more
often as required.
The Stock Options Committee is a
sub-committee of the Compensation
and Remuneration Committee and
has two (2) members. The Stock
Options Committee considers the
framework for the award of stock
options to managers and executives,
to the directors, and to certain key
consultants.
Please see Looks after Companys financial
Annex H operations and treasury
Reviews and evaluates financial
affairs on a regular basis
Conducts annual financial review and
operations review prior to ASM.
Finance 0 4 0
In risk management, the Finance
Committee oversees the companys
financial risk management, including
risks related to capital structure,
acquisitions and divestments, treasury
activities, tax strategy and compliance.

36
2) Committee Members (as of 07 April 2015 and for the ensuing period 2015-2016)

(a) Executive Committee

Length of
No. of No. of
Date of Service in
Office Name Meetings Meetings %
Appointment the
Held Attended
Committee
None yet
from
Jaime Augusto Zobel de
Chairman April 07, 2015 appointment N/A N/A N/A
Ayala
to April 13,
2015
None yet
from
Member (ED) Ernest L. Cu April 07, 2015 appointment N/A N/A N/A
to April 13,
2015
None yet
from
Member
Mark Chong Chin Kok April 07, 2015 appointment N/A N/A N/A
(NED)
to April 13,
2015
Member (ID) N/A N/A N/A N/A N/A N/A
None yet
from
Member
Gerardo C. Ablaza, Jr. April 07, 2015 appointment N/A N/A N/A
(NED)
to April 13,
2015
None yet
from
Member
Samba Natarajan1 April 07, 2015 appointment N/A N/A N/A
(NED)
to April 13,
2015
1 Mr. Samba Natarajan was elected during the recent ASM on 07 April 2015. In its organizational meeting, the newly-
elected Board of Directors approved, among others, his membership to the Executive Committee for the year 2015 with
Mr. Jaime Augusto Zobel de Ayala, Mr. Mark Chong Chin Kok, Mr. Gerardo C. Ablaza, Jr., and Mr. Ernest L. Cu.

(b) Audit Committee

Length of
No. of
Date of No. of Meetings Service in
Office Name Meetings %
Appointment Held Attended the
Committee
Chairman (ID) Manuel A. Pacis April 07, 2015 None yet from N/A N/A N/A
appointment to
April 13, 2015
Member (ED) N/A N/A N/A N/A N/A N/A
Member (ID) Saw Phaik Hwa1 April 07, 2015 None yet from N/A N/A N/A
appointment to
April 13, 2015
Member (ID) Rex Ma. A. Mendoza1 April 07, 2015 None yet from N/A N/A N/A
appointment to
April 13, 2015
1 Ms. Saw Phaik Hwa was elected during the recent ASM on 07 April 2015. In its organizational meeting, the newly-
elected Board of Directors approved, among others, her membership to the Audit Committee for the year 2015 together
with Mr. Rex Ma. A. Mendoza and Mr. Manuel A. Pacis. The Audit Committee for the year shall be composed solely of
independent directors.

37
Disclose the profile or qualifications of the Audit Committee members.

For the year 2015, the Companys Audit Committee shall be composed solely of independent
directors, namely: Mr. Manuel A. Pacis, Ms. Saw Phaik Hwa and Mr. Rex Ma. A. Mendoza:

Manuel A. Pacis.
Mr. Pacis, 70, Filipino, has served as Independent Director since April 2011. He was formerly a
Vice President for Finance of the Procter & Gamble Company (P&G) in Cincinnati, Ohio. He held
positions of increasing responsibility in the Philippines, the US, Mexico, China, and Japan including
Chief Financial Officer of P&G Asia, and a Global Business Unit (GBU). He also served as Vice
President for Internal Controls Worldwide and Financial Systems Worldwide at P&G. His wide-
ranging experiences throughout his business career have included leadership roles in corporate
governance, strategic planning, internal audit, management systems / IT, M&A, joint ventures,
and finance & accounting. Mr. Pacis graduated with a Bachelor of Business Administration (BBA),
magna cum laude, from the University of the East in 1963.

Saw Phaik Hwa


Ms. Saw, 60, Singaporean, is currently the Group CEO of Auric Pacific Group, listed on the
Mainboard of the Singapore Exchange, which has diverse business interests ranging from
distribution of fast moving consumer food, food manufacturing and retailing, management of
restaurant and food court operations to other strategic investments including fund investment.
The Group operates in various countries throughout Asia including Singapore, Malaysia,
Indonesia, Hong Kong and China. Ms. Saw will be retiring as its CEO effective from 1 May 2015
but will remain as a consultant with the Lippo Group of companies, and will continue to advise
Auric Pacific on various matters. Ms. Saw is also a Director of Hour Glass Limited 1. Prior to this,
Ms. Saw was the President and CEO of SMRT Corporation Ltd 1 between December 2002 to
January 2012, Singapores first multi-modal public transport service provider. During her tenure,
she had enhanced the public travel experience in Singapore by introducing commuter-centric
initiatives and adding lifestyle conveniences at stations to make public transport a choice mode of
travel for all. She also was instrumental in broadening SMRTs geographical footprint as well as
establishing SMRTs presence overseas with the opening of offices in the Middle East and China
which serve as springboards to opportunities in those regions. For the period 1984 to 2002, Ms.
Saw was the Regional President in charge of businesses in Singapore, Indonesia, and Malaysia for
DFS Venture Singapore. Ms. Saw holds a Second Upper Class Honours in Biochemistry from the
University of Singapore and has attended the Advanced Management Programme, University of
Hawaii.

Rex Ma. A. Mendoza


Mr. Mendoza, 52, Filipino, was elected as Director on 8 April 2014. He is the Senior Adviser to the
AIA Group CEO for Marketing and Distribution. AIA Group Limited is the leading Pan-Asian
insurance company and is the parent firm of the Philippine American Life and General Insurance
Company (Philam Life). Prior to this position, he was the President and Chief Executive Officer of
Philam Life, Chairman of The Philam Foundation, Inc. and Vice Chairman of BPI Philam Life
Assurance Company. Prior to rejoining Philam Life, he was Senior Vice President and Chief Market
and Sales Officer of Ayala Land, Inc. He was also Chairman of Ayala Land International Sales, Inc.,
President of Ayala Land Sales, Inc., and Avida Sales Corporation. He currently serves as Director of
Rampver Financials, The Freeport Area of Bataan, Esquire Financing, Inc., Cullinan Group,
President of Abrio in Nuvali, and is a member of the Globe Advisory Council. He has a Masters
Degree in Business Management with distinction from the Asian Institute of Management and
was one of the 10 Outstanding Graduates of his batch at the University of the Philippines where
he obtained a BSBA degree with a double major in marketing and finance. He was awarded Most
Distinguished Alumnus of the University of the Philippines Cesar E.A. Virata School of Business
last December 2013. He is also a fellow with distinction at the Life Management Institute of
Atlanta, Georgia, USA, a Registered Financial Planner and a four-time member of the Million
Dollar Round Table. Rex was a professor of Marketing and Computational Finance at the De La
Salle University Graduate School of Business. He taught strategic marketing, services marketing

38
and services strategy. He has served as Chairman of the Marketing Department and was awarded
as one of the Universitys most outstanding professors.

Describe the Audit Committees responsibility relative to the external auditor.

The Company engages the services of independent auditors to conduct an audit and obtain
reasonable assurance on whether the financial statements and relevant disclosures are free from
material misstatements. The independent auditors are directly responsible to the Audit
Committee in helping ensure the integrity of the Companys financial statements and reporting
process.

The Audit Committee Charter defines the authority and responsibilities of the Committee
over independent (external) auditors, as follows:
Review the performance and recommend the appointment, retention or discharge of the
independent auditors, including the fixing of their remuneration, to the full Board of
Directors.
In the case of resignation or cessation from service of an independent auditor, ensure that
there is process for reporting in the annual and current reports the reasons for cessation
from service, and the date thereof, of an independent auditor.
A preliminary copy of the said report shall be given by the corporation to the independent
auditor before its submission.
Ensure the rotation of the lead engagement partner at least once every five (5) years and
consider whether there should be regular rotation of the audit firm itself.
Review and pre-approve the Independent Auditors' plans to understand the basis for their
risk assessment and financial statement materiality, including the scope and frequency of
the audit.
In this regard, the Committee shall discuss with the independent auditors, before the audit
commences, the nature, scope and related fees of the audit, and ensure proper
coordination when more than one professional service firm is needed.
Monitor coordination of efforts between the independent and internal auditors. The
Committee shall ensure that the internal and external auditors act independently from
each other.
Ensure that the independent auditor has unrestricted access to all records, properties and
personnel to enable performance of the required audit.
Review and approve proportion of audit versus non-audit work both in relation to their
significance to the auditor and in relation to the Companys year-end financial statements,
and total expenditure on consultancy, to ensure that non-audit work will not be in conflict
with the audit functions of the independent auditor. The amount of non-audit work of
independent auditor shall be disclosed in the annual report.
Review with the independent auditor any problems or difficulties, including any restrictions
on the scope of the independent auditors activities or on access to requested information
and any significant disagreements with management. The review may also include
discussion of any proposed accounting adjustments that were passed or not recorded.
Review of the independent auditors evaluation of internal accounting controls.
Independent auditors shall provide feedback to the Audit Committee on their observations
of internal control weaknesses arising from statutory financial audits. Independent
auditors should highlight findings which are disputed by Management or where
Management has not agreed to implement remedial actions that would rectify the
identified weaknesses.
Conduct a separate meeting in executive session, with the independent auditors to discuss
any matters that the Committee or auditors believe should be discussed privately, including
39
the results of the audit, year-end financial statements, and the quality of the management,
financial and accounting controls.

The Audit Committee also meets at least four (4) times during the year and invites non-
members, including the President and CEO, Chief Finance Officer (who is also the Chief Risk
officer), independent auditors, internal auditors and other key persons involved in company
governance, to attend meetings where necessary. Relevant to the Committees responsibility
relative to independent auditors, during these meetings, the Committee:
Reviews the financial statements and all related disclosures and reports certified by the
Chief Finance Officer, and released to the public and/or submitted to the SEC for compliance
with both the internal financial management handbook and pertinent accounting standards,
including regulatory requirements. The Committee, after its review of the quarterly
unaudited and annual audited consolidated financial statements of Globe Telecom, Inc. and
Subsidiaries, endorses these to the Board for approval. The Board of Directors, in turn,
reviews, approves and affirms the true and fair representation of the annual audited
consolidated financial statements and presents the same in the Annual Stockholders
Meeting (ASM).
Approves the overall scope and work plan of the independent auditors. The Committee
meets with the internal auditors and independent auditors and discusses the results of their
audits, ensuring that management is taking appropriate corrective actions in a timely
manner, including addressing internal controls and compliance issues.
Ensures tenders for independent audit services are conducted on a regular basis, i.e., every
three (3) years or sooner. The most recent tender bid process was conducted during the 4 th
quarter of 2014. The Audit Committee recommends the appointment, retention or discharge
of the independent auditors, reviews and recommends audit fees or the remuneration of the
independent auditors to the full Board. The Board, in turn, submits the appointment of the
independent auditors and audit fees for approval of the stockholders at the ASM. The
amount of audit fees is disclosed in the Annual Report.
Reviews the independent auditors performance and also assesses the independent
auditors qualifications, skills, resources, effectiveness and independence. To limit the
possible risk of conflict of interest, the Committee also reviews and approves in advance, the
proportion of audit services vs. non-audit services performed by the independent auditors;
and the corresponding audit fees vs. non-audit fees paid to the independent auditors, in
relation to the SEC regulation on permitted vs. not permitted services to be rendered by
independent auditors and the significance of the fees to the total services revenues of the
independent auditors firm and the companys total consultancy expenses, respectively.

[Source: Audit Committee Charter Section E. Roles and Responsibilities, Item 3. Independent Auditors; 2014
Annual and Sustainability Report Have the Happiest Customers, Employees and Shareholders,
Accountability and Audit]

(c) Nomination Committee

No. of No. of Length of


Date of
Office Name Meetings Meetings % Service in the
Appointment
Held Attended Committee
Chairman (ID) Rex Ma. A. Mendoza April 07, 2015 None yet N/A N/A N/A
from
appointment
to April 13,
2015
Member (ED) N/A N/A N/A N/A N/A N/A
Member (NED) Mark Chong Chin Kok April 07, 2015 None yet N/A N/A N/A
from
appointment
to April 13,
2015

40
Member (NED) Romeo L. Bernardo April 07, 2015 None yet N/A N/A N/A
from
appointment
to April 13,
2015
Member (NED) Gerardo C. Ablaza, Jr. April 07, 2015 None yet N/A N/A N/A
from
appointment
to April 13,
2015
Chairman (ID) Rex Ma. A. Mendoza April 07, 2015 None yet N/A N/A N/A
from
appointment
to April 13,
2015
Member (ED) N/A N/A N/A N/A N/A N/A

(d) Remuneration Committee (Compensation and Remuneration Committee)

Length of
No. of
Date of No. of Meetings Service in
Office Name Meetings %
Appointment Held the
Attended
Committee
Chairman (ID) Rex Ma. A. April 07, 2015 None yet from N/A N/A N/A
Mendoza appointment to
April 13, 2015
Member (ED) N/A N/A N/A N/A N/A N/A
Member (NED) Mark Chong Chin April 07, 2015 None yet from N/A N/A N/A
Kok appointment to
April 13, 2015
Member (NED) Romeo L. April 07, 2015 None yet from N/A N/A N/A
Bernardo appointment to
April 13, 2015
Member (NED) Fernando Zobel April 07, 2015 None yet from N/A N/A N/A
de Ayala appointment to
April 13, 2015
Chairman (ID) Rex Ma. A. April 07, 2015 None yet from N/A N/A N/A
Mendoza appointment to
April 13, 2015
Member (ED) N/A N/A N/A N/A N/A N/A
Member (NED) Mark Chong Chin April 07, 2015 None yet from N/A N/A N/A
Kok appointment to
April 13, 2015

(e) Others (Finance Committee)

Provide the same information on all other committees constituted by the Board of Directors:

Length of
No. of No. of
Date of Service in
Office Name Meetings Meetings %
Appointment the
Held Attended
Committee
Chairman Delfin L. Lazaro April 07, 2015 None yet N/A N/A N/A
(NED) from
appointm
ent to
41
April 13,
2015
Member (ED) N/A N/A N/A N/A N/A N/A
Member (NED) Romeo L. Bernardo April 07, 2015 None yet N/A N/A N/A
from
appointm
ent to
April 13,
2015
Member (NED) Fernando Zobel de Ayala April 07, 2015 None yet N/A N/A N/A
from
appointm
ent to
April 13,
2015
Member (NED) Samba Natarajan April 07, 2015 None yet N/A N/A N/A
from
appointm
ent to
April 13,
2015
Chairman Delfin L. Lazaro April 07, 2015 None yet N/A N/A N/A
(NED) from
appointm
ent to
April 13,
2015
Member (ED) N/A N/A N/A N/A N/A N/A
Member (NED) Romeo L. Bernardo April 07, 2015 None yet N/A N/A N/A
from
appointm
ent to
April 13,
2015

3) Changes in Committee Members

Indicate any changes in committee membership that occurred during the year and the reason for the
changes:

Name of Committee Name Reason


Executive
There were no changes in the membership of the Committees during the
Audit
year, apart from those done during the ASM and organizational meeting
Nomination
thereafter as reflected in the tables above of Committee members and
Remuneration
attendance for the year.
Others (Finance)

4) Work Done and Issues Addressed

Describe the work done by each committee and the significant issues addressed during the year.

Name of Committee Work Done Issues Addressed


Executive
*Please see explanation below.
Audit
42
Nomination
Remuneration
Others (Finance)

*The different Committees performed their functions in accordance with the Charter. Other
than matters related to the Companys regular course of business, there were no significant issues
that the different Committees had to address.

5) Committee Program

Provide a list of programs that each committee plans to undertake to address relevant issues in the
improvement or enforcement of effective governance for the coming year.

Name of Committee Planned Programs Issues to be Addressed


Executive
Audit
Nomination *Please see explanation below.
Remuneration
Others (Finance)

*There were no issues on improvement or enforcement of effective governance that need to


be addressed at this time.

43
F. RISK MANAGEMENT SYSTEM

1) Disclose the following:

(a) Overall risk management philosophy of the company;

Globe Telecoms risk management philosophy is anchored on three key principles,


which also serve as the foundation of Globe Telecoms risk management approach.

Culture Globe strives to build a risk aware culture by setting the appropriate tone
at the top, defining clear accountability for risks, espousing transparency and timeliness in
sharing risk information, enabling risk adjusted decisions, recognizing appropriate risk-taking
attitudes, and embedding the right risk skills across the organization.

Structure Globe strives to establish an organizational structure that supports


strong corporate governance, clearly defines risk taking responsibility and authority,
facilitates ownership and accountability for risk taking, and ensures proper segregation of
duties.

Process Globe strives to institutionalize sound processes that facilitate the


identification, assessment, quantification, mitigation, management, monitoring and
communication of risks at the enterprise and operational level. It also strives to review risk
management processes and policies on a continuing basis to ensure that they remain robust
and relevant, through benchmarking against industry and global best practices.

(Source: 2014 Annual and Sustainability Report Risk Management, p. 82)

(b) A statement that the directors have reviewed the effectiveness of the risk management system
and commenting on the adequacy thereof;

The Report of the Audit Committee of the Board of Directors for the Year Ended 31
December 2014 provides:
We reviewed and discussed the highest corporate risks identified by the Enterprise Risk
Management process, particularly on financial statements and reporting, business
continuity, fraud, revenue assurance, regulatory and Transformation Program related
risks. We noted that the Company has policies in place and ongoing initiatives to
manage these risks.
We reviewed and discussed Transformation program project, focusing on risks and
implications to current business operations and customer experience.
We reviewed and discussed current fraud cases and anti-fraud measures implemented
by management.
We reviewed Globes BCM program updates, noting that it requires continuous
improvement based on ISO 22301 requirements.
We reviewed and discussed the Companys Information Security program to protect the
Companys Information assets.
We confirm that the Companys internal controls and risk management systems are
adequate and effective in all material respects.

(Source: Report of the Audit Committee to the Board of Directors for the year ended 31
December 2014, p. 1)

(c) Period covered by the review;

Year Ended 31 December 2014.

44
(d) How often the risk management system is reviewed and the directors criteria for assessing its
effectiveness; and

The Board of Directors oversees and conducts an annual review of Globe Telecoms material
controls, covering operational, financial and compliance areas and overall risk management
systems. The overall responsibility for Globe Telecoms risk management oversight rests with the
Board of Directors. To enable the Board to effectively discharge its Risk Management function,
various Board committees have been designated to provide risk management oversight for
specific risk areas.

To enable an integrated and holistic approach to risk management oversight at the Board
level, the Board has designated the Audit Committee as the overall consolidator of risks for all the
committees. The Audit Committee regularly reports to the Board of Directors on Globes risk
management efforts, thus, providing the Board with a single view and effective review of risks
across the company and assurance over Globes overall risk management that aids the Board in
making strategic decisions for the Company. The Audit Committee in effect functions as a
separate risk committee.

The Internal Audit Division provides assurance on the effectiveness of risk management
systems and processes. Internal Audits examinations cover a regular evaluation of adequacy and
effectiveness of risk management and control processes encompassing the Companys
governance, operations, information systems, reliability and integrity of financial and operational
information, effectiveness and efficiency of operations, safeguarding of assets and compliance
with laws, rules and regulations.

(Source: 2014 Annual and Sustainability Report Risk Management, pp. 82, 84)

(e) Where no review was conducted during the year, an explanation why not.

Not applicable

2) Risk Policy

(a) Company

Give a general description of the companys risk management policy, setting out and assessing
the risk/s covered by the system (ranked according to priority), along with the objective behind
the policy for each kind of risk:

Risk Exposure Risk Management Policy Objective

*Please see explanation below.

(b) Group

Give a general description of the Groups risk management policy, setting out and assessing the
risk/s covered by the system (ranked according to priority), along with the objective behind the
policy for each kind of risk:

Risk Exposure Risk Management Policy Objective

*Please see explanation below.

45
*The ISO 31000 (Risk Management) framework is being used as the basis for Globes
Enterprise Risk Management process. The established processes also ensure that compliance
processes and procedures are effectively guided by the risk management policy.

(Source: 2014 Annual and Sustainability Report Risk Management, p. 85)

An enterprise wide assessment of risks is performed by Senior Management and key leaders
as part of Globe Telecoms annual planning and budgeting process, which are reported to and
reviewed by the Board of Directors. This assessment focuses on identifying the key risks that
threaten the achievement of Globe Telecoms business objectives at corporate and business unit
level and specific plans in managing such risks.

Globe Telecoms key risk management activities include the:


Identification of top enterprise risks
Prioritization of risks based on the degree of impact to business objectives and the likelihood
of occurrence
Scenario and mitigation planning
Business continuity planning
Crisis planning and management
Monitoring and reporting on the status of risks and corresponding risk management plans
Identification, assessment and management of operational risks by Line Management.

The established strategies and plans to address the risks are continuously developed,
updated, improved, and reviewed for effectiveness. Globe Telecom has institutionalized a process
to closely monitor the risk management plans and actions being taken to address critical risks,
including the establishment of key indicators to ensure that critical risks are appropriately
managed. This process includes a review made by the Business Unit and Functional Group Level
Leaders and a review by Senior Management. The business unit and group level leaders monitor
the operational, legal, and project risks while senior management monitors enterprise level risks
such as strategic risks, major program risks, and regulatory risks.

Globe Telecom also uses an Operational Risk Management (ORM) program which is a
cyclical, coordinated end-to-end process to identify, assess, treat, monitor and report operational
risks for effective & informed business decisions. Management believes that ORM is an essential
foundation for a strong Enterprise Risk Management (ERM) process as it reinforces the lines of
defense against key operational risks.

When necessary, Globe Telecom seeks external technical support to aid its Management and
Board of Directors in the performance of their duties and responsibilities including risk
management.

46
Principal Risks

Political and Socio-Economic Risks


The growth and profitability of Globe may be influenced by the overall political and economic
situation of the Philippines. Any political instability in the Philippines could negatively affect the
countrys general economic conditions which, in turn, could adversely affect Globes business,
financial condition or results of operations, including the ability to enhance the growth of its
subscriber base, improve its revenue base and implement its business strategies.

A regular environmental scanning exercise is performed to ensure the identification of any


uncertainties arising from political and socio-economic factors. This is to enable management to
implement appropriate risk mitigation plans.

Financial Markets Risk


a) Foreign Exchange Risk
Exposure to foreign exchange fluctuations remains a risk to Globe. Globes foreign
exchange risk results primarily from movements of the Philippine peso against the US
dollar (USD) with respect to its USD-denominated financial assets, liabilities, revenues
and expenditures.

There are no assurances that declines in the value of the Peso will not occur in the future
or that the availability of foreign exchange will not be limited. Recurrence of these
conditions may adversely affect Globes financial condition and results of operations.

b) Interest Rate Risk


In order to fund its major expenditures, Globe has entered in various short and long-
term debt obligations, which exposes the Company to the risk of changes in interest
rates.

Globes exposure to interest rate risk and currency risk are being managed by:
Using a mix of fixed and variable rate debt, targeting a defined debt to equity ratio;
Entering into interest rate swaps, in which Globe Group agrees to exchange, at specified
intervals, the difference between fixed and variable interest amounts calculated by
reference to an agreed-upon notional principal amount;
Using a combination of natural hedges and derivative hedging to manage its foreign
exchange exposure.

Globe also regularly evaluates its projected and actual cash flows and continuously
assesses conditions in the financial markets for opportunities to pursue fund raising
activities, in case any requirements arise.

Competition Risk
a) Traditional Competition
Competition remains intense in the Philippine telecommunications industry amidst a
maturing mobile market.
An incumbent operator seeking to dominate the market with aggressive offerings
through affordable pricing/plans, and attractive product/device bundles
A new entrant, poised to capture the rapidly expanding data market through high
speed data services at affordable prices.
b) Alternative Competition
The shifting competitive landscape in the Philippine telecommunications industry is
heightened by over the top players offering cheap alternatives to communication
such as instant messaging, voice over internet protocol, among others, and is
exacerbated by the increasing proliferation of smartphones and internet-capable
mobile devices.

Globe ensures its continuing competitive market standing in the face of both

47
traditional and alternative competitors through the launch of innovative products
and services that are relevant and responsive to the needs of the subscribers and
focus on superior customer experience. Globe also partners with providers of
content, mobile messaging, social media and other popular applications in order to
develop products and services that anticipate and cater to shifting subscriber
preferences.

Technology Shift Risk


Globe offers products and services which are dependent on the latest technological trends.
Globes inability to identify, align or adapt to emerging technologies that drive shifts in customer
preference and consider the impact of new devices to existing technology infrastructure and
investments may place it in a competitively disadvantageous position resulting to non-attainment
of revenue and growth targets.

Globes business, product and technical teams continue to keep abreast of the latest
innovations and trends in telecommunications technologies, devices and gadgets. The
information and insights gathered are considered in the roadmap of future products and services
and Globes Network and IT infrastructure evolution. Proper timing of investments in technology
and infrastructure always consider its strategic implications, velocity of technology cycles and
subscriber adaption.

Change Program Risk


Globe is in the process of transforming its Network infrastructure mainly to improve network
quality, anticipate the surge in voice and data traffic, decrease total cost of ownership and make
the network robust enough to meet future needs. On the other hand, the IT transformation is
envisioned to re-engineer Globe Telecoms IT systems and key processes to enhance its ability to
deliver superior customer experience while being able to roll out products to the market in a more
efficient and effective manner.

Should Globes ambitious and complex transformation programs prove to be unsuccessful, or


fail to achieve the desired outcomes, Globe could ultimately lose market share thus impacting its
financial results.

Globe has institutionalized the appropriate program governance organization with senior
management oversight and accountability to ensure program risks are properly considered and
managed with the end objective of improving customer experience. Supporting processes have
been established to closely monitor and provide a venue for regular progress updates, alignment
of efforts, discussion of critical implementation issues and challenges and help ensure successful
execution of its change programs.

Reputational Risk
Globe is recognized as one of the Philippines top companies which provides innovative voice,
SMS and data services, delivers superior customer sales and after sales experience, and maintains
a socially responsible philosophy. Given the prevailing industry landscape and considering quickly
shifting customer loyalty, Globe is exposed to reputational risk which may result from the actions
of the company itself or its competitors; indirectly due to the actions of an employee or
consequently through outsourced partners, suppliers or joint venture partners.

Damage to Globes reputation and erosion of brand equity could also be triggered by the
inability to swiftly and adequately handle negative social media sentiments on Globes products
and services resulting from unfavorable customer experience.

Regular process effectiveness and efficiency reviews on existing customer-impacting


processes and policies are being conducted to identify and address existing gaps, thus minimizing
exposure to reputational risks arising from problem areas. Front line staff are regularly trained to
enable them to effectively handle customer cases. On the other hand, close monitoring of
customers online sentiments is being performed to quickly detect subscriber issues being

48
surfaced in social media and be able to manage them early on.

Regulatory Risk
The Globe Group is regulated by the NTC for its telecommunications business, and by the SEC
and the BSP for other aspects of its business. The introduction of, changes in, or practicality of
implementation of certain laws or regulations from time to time, may materially affect the
operations of Globe, and ultimately the earnings of the Company which could impair its ability to
service debt. There is no assurance that the regulatory environment will support any increase in
business and financial activity for Globe.

Globe manages its regulatory risks through proactive engagement with regulators and
regular monitoring of circulars and orders especially those that could negatively impact its
businesses.

Human Capital Risks


Globes greatest asset is its people and its success is largely dependent on its ability to attract
highly skilled personnel and to retain and motivate its best employees. Globe Telecoms people is
the glue that brings everything together which is why it is crucial to ensure that the company is
able to acquire the right people and enhance their exceptional abilities further.

Various people-related programs designed to engage and motivate employees are being
implemented in order to retain and attract key talents. Globe also conducts an annual survey to
determine the level of employee engagement across the organization. Below norm employee
engagement criteria are analyzed to determine employees key concerns, and correspondingly,
implement programmed interventions to address such concerns and ensure sustainable
engagement.

Organizational Agility Risk


In order to maximize the opportunities that may arise from the quickly-evolving changes in
the telecommunications industry, diversification of the business portfolio is critical to maintain
Globes market competitiveness. Failure to drive the entire organization to quickly adapt to
changes and make the right shift in skills and mindsets to take on new investments may lead to
missed business opportunities.

Globe has initiated cultural change programs that focus on customer centricity and
cultivating forward-looking risk aware mindsets. Opportunistic hiring of talents required for
innovation and new investment areas are also carefully considered. Further, through Kickstart
Ventures, Globe invests in building to scale, the technical foundation of digital and tech start-up
businesses operating in the Philippines.

Compliance Risks
a) Revenue Leakage
Globe is inherently vulnerable to revenue leakage with the dynamic changes in networks and
IT systems and the multitude of its service offerings given the pace at which new offers are
launched in the market.

Globe is continuously improving controls in its revenue assurance processes in order to


prevent and/or detect cases of revenue leakages. Prior to the launch of new products,
services and new systems, appropriate revenue assurance controls are already embedded in
system capabilities and manual processes.

b) Fraud
Globe runs the risk of falling victim to fraud perpetrated by unscrupulous persons or
syndicates either to avail of free services, to take advantage of device offers or defraud its
customers. With the increasing complexity of technologies, network and IT architecture, new
types of fraud are becoming more difficult to detect. This risk also involves irregularities in
transactions or activities performed by Globes employees for personal gain.

49
Globe has institutionalized processes and built capabilities that enable the early detection,
close monitoring and timely reporting of various instances of fraudulent activities.

c) Business disruptions
Globes continued delivery of quality services are highly dependent on network and IT
infrastructure which are vulnerable to damages caused by extreme weather disturbances,
natural calamities, fire, acts of terrorism, intentional damage, malicious acts and other
similar events which could negatively impact the attainment of revenue targets and damage
its reputation.

Globe is enhancing its crisis management plans and capabilities and has incorporated
disaster risk reduction and response objectives in its business continuity planning.

d) Cyber Threats

The cyber security landscape is rapidly evolving and users are heavily relying on digitized
information and sharing vast amounts of data across complex and inherently vulnerable
networks. This exposes Globe to various forms of cyber attacks which could result in
disruption of business operations, damage to reputation, legal and regulatory fines and
customer claims.

New technologies and systems being installed in the name of advanced capabilities and
processing efficiencies may introduce new risks which could outpace the organizations
ability to properly identify, assess and address such risks. Further, new business models that
rely heavily on global digitization, use of cloud, big data, mobile devices and social media
increase the organizations exposure to cyber attacks.

Globe continues to strengthen and enhance its existing security detection, vulnerability and
patch management, configuration management, identity access management, events
monitoring, data loss prevention and network/end-user perimeter capabilities to ensure that
cyber threats are effectively managed.

e) Data Privacy
Globe, in the course of regular business acquires personal information of its subscribers and
retains the same in its IT systems. Existing laws require that these information be adequately
protected against unauthorized access and disclosure. The risk of data leakage is high with
the level of empowerment granted to staff handling sales and after sales transactions to
enable the efficient discharge of their functions.

Employee awareness on data protection and loss prevention is reinforced through regular
corporate dissemination channels. Further, staff are made accountable for maintaining the
confidentiality of data handled, including disclosures and information shared in various social
media platforms. Controls over processes that require handling of subscribers personal
information are being tightened, coupled with enhancements in existing security capabilities
to prevent compromise of subscriber data.

(Source: 2014 Annual and Sustainability Report Risk Management, pp. 85-89)

(c) Minority Shareholders

Indicate the principal risk of the exercise of controlling shareholders voting power.

Risk to Minority Shareholders


None has been identified. Minority Shareholders rights are duly protected under the By-Laws and
the Companys Manual of Corporate Governance.

50
3) Control System Set Up

(a) Company

Briefly describe the control systems set up to assess, manage and control the main issue/s faced
by the company:

Risk Assessment Risk Management and Control


Risk Exposure
(Monitoring and Measurement Process) (Structures, Procedures, Actions Taken)

*Please see explanation below.

(b) Group

Briefly describe the control systems set up to assess, manage and control the main issue/s faced
by the company:

Risk Assessment Risk Management and Control


Risk Exposure
(Monitoring and Measurement Process) (Structures, Procedures, Actions Taken)

*Please see explanation below.

(c) Committee

Identify the committee or any other body of corporate governance in charge of laying down and
supervising these control mechanisms, and give details of its functions:

Committee/Unit Control Mechanism Details of its Functions

*Please see explanation below.

*Control System: Roles and Responsibilities & Frequency of Oversight

The Board of Directors oversees and conducts an annual review of Globe Telecoms material
controls, covering operational, financial and compliance areas and overall risk management
systems. The overall responsibility for Globe Telecoms risk management oversight rests with the
Board of Directors. To enable the Board to effectively discharge its Risk Management function,
various Board committees have been designated to provide risk management oversight for
specific risk areas.

51
To enable an integrated and holistic approach to risk management oversight at the Board
level, the Board has designated the Audit Committee as the overall consolidator of risks for all the
committees. The Audit Committee regularly reports to the Board of Directors on Globe Telecoms
risk management efforts, thus, providing the Board with a more coordinated and effective review
of risks across the company and assurance over Globe Telecoms overall risk management, that
aids the Board in making strategic decisions for the company. To that effect, the Audit Committee
functions as a separate level risk committee.

With guidance provided by the Board, Management stands as the locus of decision-making
for the day-to-day affairs of Globe and remains primarily responsible for the design, development
and implementation of the risk management strategies, policies and systems intended to address
the identified risks.

The President and Chief Executive officer (CEO) acting as the Chief Risk Executive (CRE) is
ultimately responsible for enterprise risk management priorities, including strategies, tolerance
and policies which he recommends to the Board of approval. The CEO/CRE:
Acts as the final enforcer of the enterprise risk management process
Establishes organizational structure, assigns authority and designates management of key
risks to the Risk Owners to ensure that the risk management activities are carried out
effectively
Reviews the continuing effectiveness and relevance of the enterprise risk management
framework, processes, organization and tolerances, as assisted by the Chief Risk Officer
Ensures that the risk management activities are linked to the Risk Owners Key Result Areas.

The Chief Finance Officer and concurrent Chief Risk Officer (CRO) supports the President and
CEO/CRE in acting as Chief Risk Executive at the Management level. The CRO ensures that:
Risk management processes and activities are embedded in policies, business cycles and
operational decisions
Responsibilities for managing specific risks by Senior Management are clear
The level of risk accepted by the company is appropriate
An effective control environment exists for the company as a whole.
The Audit Committee and the Board are provided periodic information on the results of the
annual risk assessment exercise, status of top risks, key risk mitigation activities, key risk
and performance indicators and emerging risks that could impact the attainment of Globe
Telecoms objectives.

The CRO reports semi-annually to the Board through the Audit Committee regarding Globe
Telecoms critical risks and key mitigation strategies.

The Enterprise Risk Management Services Division (ERMSD), headed by a Risk Management
Program officer, supports the CRO in undertaking his role. Key functions of the ERMSD include:
Developing and implementing programs to embed risk management discipline in the
organization
Facilitating Senior Managements annual risk assessment exercise and reporting the
results thereof
Coordinating with Risk Owners to gather updates on the status of risks and risk
management/mitigation activities
Facilitating the execution of Line Managements risk and controls assessment exercise
through the Operational Risk Management program

The Internal Audit Team provides assurance on the effectiveness of the risk management
systems and processes. Internal Audits examinations cover a regular evaluation of adequacy and
effectiveness of risk management and control processes encompassing the Companys
governance, operations, information systems, reliability and integrity of financial and operational
information, effectiveness and efficiency of operations, safeguarding of assets and compliance
with laws, rules and regulations.

52
The Risk Owner has overall accountability for the assigned risk/s and is granted authority to
enable effective management of a particular risk. The Risk owners functions also include:
Understanding the risk/s and determine its drivers
Planning for and executing appropriate risk management strategies and plans
Securing required resources needed to effectively manage the risks
Monitoring and reviewing the level of risk exposures and continuing relevance of risk
management strategies and plans
Providing timely updates on the status of risk management activities to concerned
stakeholders.

An enterprise wide assessment of risks is performed by Senior Management and key leaders
as part of Globe Telecoms annual planning and budgeting process, which are reported to and
reviewed by the Board of Directors. This assessment focuses on identifying the key risks that
threaten the achievement of Globe Telecoms business objectives at corporate and business unit
level and specific plans in managing such risks.

(Source: 2014 Annual and Sustainability Report Risk Management, pp. 82-85)

53
G. INTERNAL AUDIT AND CONTROL

1) Internal Control System

Disclose the following information pertaining to the internal control system of the company:
(a) Explain how the internal control system is defined for the company;
(b) A statement that the directors have reviewed the effectiveness of the internal control
system and whether they consider them effective and adequate;
(c) Period covered by the review;
(d) How often internal controls are reviewed and the directors criteria for assessing the
effectiveness of the internal control system; and
(e) Where no review was conducted during the year, an explanation why not.

General responsibility of the Board for good governance includes ensuring the presence and
adequacy of internal control mechanisms. The minimum internal control mechanisms for the Boards
oversight responsibility include, but shall not be limited to:
Ensuring the presence of organizational and procedural controls supported by an
effective management information system and risk management reporting system;
Reviewing conflict-of-interest situations and providing appropriate remedial
measures for the same;
Appointing a CEO with the appropriate ability, integrity, and experience to fill the
role; and defining the duties and responsibilities of the CEO;
Reviewing proposed senior management appointments;
Ensuring the selection, appointment and retention of qualified and competent
management, reviewing the Corporations personnel and human resources policies,
compensation plan and the management succession plan;
Institutionalizing the internal audit function; and
Ensuring the presence of and regularly reviewing the performance and quality of
independent audit.

The Audit Committee supports the Boards oversight responsibility on corporate governance
of the company by fulfilling its responsibility relating to: a) the integrity of the financial statements
and the financial reporting process and principles; b) internal controls; c) the qualifications,
independence, remuneration, and performance of the independent auditors; d) staffing, focus, scope,
performance, and effectiveness of the internal audit function; e) risk management; and compliance
with legal, regulatory, and corporate governance requirements. Management, however, has primary
responsibility for financial statements and reporting process, internal controls, legal and regulatory
compliance, risk management and corporate governance.

An annual management representation to the Audit Committee, signed by the Chief


Executive Officer, Chief Financial Officer and Chief Audit Executive, on internal controls and risk
management systems adequacy and effectiveness in all material aspects is submitted to the Board as
part of the annual Audit Committee report. In the Audit Committees Report to the Board of Directors
for the year ended 31 December 2014, the Committee confirmed its discussion of the Internal Audit
results and reports, and confirmed the adequacy and effectiveness, in all material aspects, of the
Companys internal controls and risk management systems.

[Source: Globe Telecoms Revised Manual of Corporate Governance Article II., Section 1.8 General
Responsibility of the Board for Good Governance, Item D; 2014 Annual and Sustainability Report See Our
Wonderful World in Numbers, Report of the Audit Committee to the Board of Directors]

2) Internal Audit

(a) Role, Scope and Internal Audit Function

Give a general description of the role, scope of internal audit work and other details of the

54
internal audit function.

Indicate Name of
whether In- Chief
house or Internal Reporting
Role Scope
Outsource Auditor/ process
Internal Audit Auditing
Function Firm
A. General Audit - The following areas Globe IA is an Carmina J. Globe IA performs
Globe Internal Audit of emphasis in- house Herbosa, its auditing
(IA) provides an characterize Internal internal audit Chief Audit functions
independent, Audit activities: functions. As Executive faithfully by
objective assurance defined in the maintaining
and consulting The systems of Audit independence
function within internal controls Committee from
Globe, and sharing embedded at the Charter, the management and
the organizations organizational level Committee sets controlling
common goal of and in the business up the Internal shareholders as it
creating and processes, (both Audit reports
enhancing value for planned and in use), Department, functionally to the
its stakeholders, are evaluated to including the Board, through
through a systematic ensure that the appointment of the Audit
approach in Company's assets the Chief Audit Committee, and
evaluating the are safeguarded, Executive. The administratively,
effectiveness of the that transactions are Audit to the President
Companys risk recorded properly Committee also and CEO.
management, and that an establishes and
internal control and adequate system of identifies the A reporting
governance checks and balances reporting line of protocol and
processes. exists in accordance the Chief Audit process in IA is
To this end, Globe IA with the inherent Executive. defined and
furnishes risks. observed to
Management and the When ensure the right
Board of Directors, The systems and specialized skills information is
through the Audit processes that are not provided at the
Committee, with generate the available within appropriate time
analyses, financial and the Internal and effective
recommendations, operating Audit interaction is
advise and information used for organization to achieved and that
information decision making, carry-out independence
concerning the including the reviews of and objectivity is
activities reviewed. general control complex observed at all
environment under operations or times.
B. Assurance Services which such systems sophisticated
- Globe IA activity and processes integrated The
provides reasonable operate, are systems, the communication of
assurance on the reviewed for Audit audit results to
following to help integrity and Committee may the appropriate
ensure that reliability. approve the levels of
management augmentation management
enhances the value When critical of the expertise takes place
of the Company as it information of the Internal throughout the
competes in an ever systems, technology Audit entire audit
dynamic and platforms, products organization process. Real-
increasingly or services are being through the time
competitive developed, acquired engagement of presentations,
marketplace: or significantly external informal

55
Overall changed, Internal specialists (e.g., feedback,
effectiveness of Audit shall provide forensic, detailed
the control advisory/consultanc treasury schedules on
environment and y services in specialists, IT / certain issues are
the risk identifying and telecommunicat just as important
management managing the risks ion specialists, as the release of
process that may be actuarial, etc.) final audit report.
Compliance with introduced by the on a project or
policies, laws and new system, product retainer basis. Reporting the
regulations or service. This results of audit
Safeguarding of includes the reviews and other
assets assessment of the activities to the
Reasonableness of adequacy of controls Audit Committee
financial and audit trails and the
information, in incorporated into appropriate level
conjunction with the system design. of management
the helps address the
external/independ Assessment of the identified risk
ent auditors integrity of the issues/concerns
activities. financial reporting and appropriate
process and the actions are taken
C. Consulting Services underlying within a
- Globe IA provides accounting reasonable period
advisory and related principles used to of time.
client service record transactions
activities, the nature and reflect the Communicating
and scope of which business realities in results of the
are agreed upon with the financial work to senior
the client and are statements. management and
intended to add the Audit
value and improve The manner by Committee will
the Companys which the business ultimately be the
operations. Examples and support units end result of the
of consulting services identify and manage Internal Audit
are assistance in risk the risks that could activity for any
management threaten the given period.
activities and achievement of
providing organizational IA, on a periodic
recommendations objectives as part of basis, also
and advice. day-to-day provides periodic
operations is reports to the
reviewed for Audit Committee
effectiveness. on the status of
the internal audit
Compliance with activity, resource
established business utilization,
and organizational accomplishments,
policies and key findings and
procedures is recommendations
reviewed to ensure as well as
that the standards managements
set by management responses
are being followed. thereto.

Compliance with
legal, statutory and
regulatory

56
requirements is
reviewed to ensure
appropriate
corporate
governance.

[Source: 2014 Annual and Sustainability Report Have the Happiest Customers, Employees, and
Shareholders, Internal Audit; Internal Audit Charter - Section D. Scope of Work; IA Operations
Manual - Section 4.A The Internal Audit Process, Approach and Methodology/Direction and Focus;
Audit Committee Charter - Section E. Roles and Responsibilities - Internal Audit Function; IA
Operations Manual - Section 2.H The Audit Charter/Working Relationships]

(b) Do the appointment and/or removal of the Internal Auditor or the accounting /auditing firm or
corporation to which the internal audit function is outsourced require the approval of the audit
committee?

There is no outsourced internal audit as the function is in-house. It is the policy of Globe
Telecom to establish and support an Internal Audit function as a fundamental part of its
corporate governance practices. The Audit Committee is responsible for setting up the internal
audit department, including the appointment of the Chief Audit Executive. The terms and
conditions for the appointment / dismissal of the Chief Audit Executive shall be in accordance with
the existing Company policy for hiring/dismissal of heads of functions / departments. The
Committee, having appointed the Chief Audit Executive, shall also concur in his/her replacement,
re-assignment or dismissal. Likewise, should the internal audit function be outsourced through an
independent auditor, the Committee also has authority to recommend the appointment,
retention or discharge of the independent auditors, including the fixing of their remuneration, to
the full Board of Directors.

When specialized skills are not available within the Internal Audit organization to carry-out
reviews of complex operations or sophisticated integrated systems, the Audit Committee may
approve the augmentation of the expertise of the Internal Audit organization through the
engagement of external specialists (e.g., forensic, treasury specialists, IT / telecommunication
specialists, actuarial, etc.) on a project or retainer basis.

[Source: Globe Telecom Revised Corporate Governance Manual Article II, Section 2.5 Audit
Committee, Item b. iii; Audit Committee Charter Section E. Roles and Responsibilities,
Internal Audit Function - Item 4.2 and 4.5]

(c) Discuss the internal auditors reporting relationship with the audit committee. Does the internal
auditor have direct and unfettered access to the board of directors and the audit committee and
to all records, properties and personnel?

Globe Internal Audit performs its auditing functions faithfully by maintaining independence
from management and controlling shareholders as it reports functionally to the Board, through
the Audit Committee, and administratively, to the President and CEO. (Source: 2014 Annual and
Sustainability Report Have the Happiest Customers, Employees, and Shareholders, Internal
Audit)

The Internal Audit Group is authorized to: (a) have full, free and unrestricted access to any
and all of the Companys records, properties, personnel and operations in order to discharge its
responsibilities. Documents and information given to Internal Audit Group during periodic review
will be handled in the same prudent and confidential manner as by those employees normally
accountable for them; (b) have free and unrestricted access to the Audit Committee of the Board
of Directors; and (c) obtain the necessary assistance of personnel in units of the organization
where they perform audits, as well as other specialized services from within or outside the
organization, as approved by the Audit Committee. (Source: Audit Committee Charter Section E.
Roles and Responsibilities, Internal Audit Function Item 4.6; Internal Audit Charter - Section
E. Authority)
57
(d) Resignation, Re-assignment and Reasons

Disclose any resignation/s or re-assignment of the internal audit staff (including those employed
by the third-party auditing firm) and the reason/s for them.

Name of Audit Staff Reason


Ferdinand Ramos Resignation transfer employment to other company
Lorlyn Arceo Resignation transfer employment to other company
Imelda Azucena Resignation migrate to other country
Phoebe Nasak Resignation migrate to other country

(e) Progress against Plans, Issues, Findings and Examination Trends

State the internal audits progress against plans, significant issues, significant findings and
examination trends.

Eighty eight (88%) work plan completion as of


2014 December, inclusive of 11 unplanned
jobs. Remaining seven (7) ongoing jobs, three
(3) of which are unplanned jobs, for
completion by Q1/2015. Actual resource
Progress Against Plans utilization is generally consistent vs. plan.
Unplanned jobs were covered through
provision for unplanned investigative/special/
ad hoc reviews, rendering of overtime and re-
allocation of resources for dropped or deferred
jobs.
Based on reviews conducted and the
evaluation of adequacy and effectiveness of
the Globe Groups risk management and
internal control system encompassing
corporate governance, operations, information
systems, reliability and integrity of financial
Issues8 and operational information, safeguarding of
assets, and compliance with laws, rules and
regulations, there were no significant issues or
material weaknesses and that the Companys
internal controls and risk management systems
are adequate and effective in all material
aspects.
Findings9 None.
Examination Trends N/A.

(Source: 2014 Annual and Sustainability Report See Our Wonderful World In Numbers, Report
of the Audit Committee to the Board of Directors; Q4/2014 Internal Audit Report to the Audit
Committee)

8
Issues are compliance matters that arise from adopting different interpretations.
9
Findings are those with concrete basis under the companys policies and rules.
58
[The relationship among progress, plans, issues and findings should be viewed as an internal
control review cycle which involves the following step-by-step activities:

1) Preparation of an audit plan inclusive of a timeline and milestones;


2) Conduct of examination based on the plan;
3) Evaluation of the progress in the implementation of the plan;
4) Documentation of issues and findings as a result of the examination;
5) Determination of the pervasive issues and findings (examination trends) based on
single year result and/or year-to-year results;
6) Conduct of the foregoing procedures on a regular basis.]

Globe Internal Audit adopts a risk-based audit approach in developing its annual work plan
ensuring that all risks, mapped to Enhanced Telecom Operations Map (eTOM) based processes,
with integrated risk assessments for processes across the enterprise, are captured in the audit
universe. Globe IAs annual work plan is re-assessed quarterly to consider emerging risks and the
changing dynamics of the telecommunications business, thereby allowing maximum and timely
coverage of critical/key risk areas. The Audit Committee reviews and approves the annual work
plan and all deviations, and ensures that internal audit examinations cover at least the evaluation
of adequacy and effectiveness of controls encompassing the Companys governance, operations,
information systems, reliability and integrity of financial and operational information,
effectiveness and efficiency of operations, safeguarding of assets, and compliance with laws,
rules, and regulations. The Audit Committee also ensures that audit resources are adequately
allocated to and focused on the areas of highest risk.

The Committee meets with the internal auditors, and discusses the results of their audits,
ensuring that management is taking appropriate corrective actions in a timely manner, including
addressing internal controls, regulatory and compliance issues. The Committee also receives
periodic reports on the status of internal audit activities, key performance indicators
accomplishments, and quality assurance and improvement programs.

[Source: 2014 Annual and Sustainability Report Have the Happiest Customers, Employees, and
Shareholders, Internal Audit]

(f) Audit Control Policies and Procedures

Disclose all internal audit controls, policies and procedures that have been established by the
company and the result of an assessment as to whether the established controls, policies and
procedures have been implemented under the column Implementation.

Policies & Procedures Implementation


Revised Corporate Governance Manual 2010
Audit Committee Charter 2003
Internal Audit Charter and Operations Manual 2003
Pre-approval of Audit and Non-Audit Services 2009
Revised Code of Conduct (including Unethical 2007
Practices, Conflict of Interest, Whistleblower)
Enterprise Management (i.e., Enterprise 2007 - 2012
Effectiveness Management, Enterprise Risk
Management, Financial & Asset Management,
Human Resources, Stakeholder & External
Relations Management)
Operations (i.e., Customer Relationship 2008 - 2012
Management, Resource Management,
Supplier/Partner Relationship Management
Strategy, Infrastructure & Product (i.e., 2008 -2012
Marketing & Offer Management, Resource
Development & Management,
59
(g) Mechanisms and Safeguards

State the mechanism established by the company to safeguard the independence of the
auditors, financial analysts, investment banks and rating agencies (example, restrictions on
trading in the companys shares and imposition of internal approval procedures for these
transactions, limitation on the non-audit services that an external auditor may provide to the
company):

Auditors
Financial Analysts Investment Banks Rating Agencies
(Internal and External)
Globe Telecom On an arms-length On an arms-length On an arms-length
Revised Corporate basis basis basis
Governance Manual In accordance with In accordance with In accordance with
the Employee the Employee the Employee
Handbook on Code Handbook on Code Handbook on Code
of Conduct. of Conduct. of Conduct.
Audit Committee
Charter
Internal Audit Charter
Pre-approval of Audit
and Non-Audit
Services
Globe Telecom
Revised Code of
Conduct
Insider Trading Policy

(h) State the officers (preferably the Chairman and the CEO) who will have to attest to the
companys full compliance with the SEC Code of Corporate Governance. Such confirmation must
state that all directors, officers and employees of the company have been given proper instruction
on their respective duties as mandated by the Code and that internal mechanisms are in place to
ensure that compliance.

Full compliance with the Companys Manual of Corporate Governance is attested to by the
President and Chief Executive Officer, and the Compliance Officer.

60
H. ROLE OF STAKEHOLDERS

1) Disclose the companys policy and activities relative to the following:

Policy Activities
Customer engagements include Continuous transformation and
constant monitoring, research and expansion programs
study on the affordability and Implementation of the
accessibility of products and Delivering the Next Act (DNA)
services, strive to minimize customer Program, which aims to provide
complaints and increase customer exceptional and world-class
satisfaction and bring world-class customer service experience to
customer service experience to customers
customers. Internationally certified BCM
Customers' welfare
system
Self-service channels IVR,
Website, Twitter, Facebook, Chat,
*143#
Globe Stores & expansion to
Allphones outlets
Personalized plans and offers
360 Degree Quality Feedback
program
Apply ethical supplier management Globe Vendor Council
Supplier/contractor selection system to all service providers to Business Partner Awards
practice ensure that relationships adhere to Vendor clinics briefing
prescribed policy and guidelines Sourcing Green Equipment
Promote efficient and effective Optimize energy consumption
environmental protection initiatives. Striking the balance between
expansion and emission reduction
Environmentally friendly value- Creating value out of waste
chain (solid wastes, hazardous wastes
and electronic wastes)
Protecting the countrys rich
biodiversity
Initiate and support programs that Globe 5 CSR pillars:
promote social and economic well- - Prosper program
being in communities by providing - Serve program
access to mobile and web - Conserve program
Community interaction
technologies that can enable, - Give program
empower and enrich their lives. - Learn program
Project Wonderful
Aklan for OPARR
The employee, by virtue of his Training (Integrity @ work) for all
employment, is bound not to betray employees.
that trust by seeking to gain any
Anti-corruption programmes and undue personal or pecuniary
procedures? advantage (other than the rightful
proceeds of employment) from his
dealings with or for and in behalf of
the Company.
The Company maintains Issuance, on a quarterly basis,
accountability and transparency in of a certification of no default.
Safeguarding creditors' rights all its dealings with creditors by Monitoring of all transactions
faithfully complying and observing to ensure that the same are
its loan covenants with creditors. within the prescribed limits.

61
2) Does the company have a separate corporate responsibility (CR) report/section or sustainability
report/section?

Yes. The sustainability journey of Globe is narrated under Creating a Sustainable World of the 2014
Annual and Sustainability Report (ASR). The sustainability practices of the company are yearly
disclosed through the ASR, which is made available during the companys Annual Stockholders
Meeting.

Furthermore, Globes SEC Form 17-A contains a separate section for Sustainability (Part V
Sustainability) under which, is a Corporate Social Responsibility section (Item 15. Societal Impact, pp.
183-185).

Globe makes both its ASR and SEC Form 17-A available to the public through its company website
(www.globe.com.ph).

3) Performance-enhancing mechanisms for employee participation.

(a) What are the companys policy for its employees safety, health, and welfare?

Globe maintains a secure and happy environment for its employees, following the standards
on Occupational Health & Safety Management System (OHSAS) 18001. Launched in 2010, the
Companys comprehensive Occupational Safety and Health Policy is committed in providing the
best protection for the health and safety of its employees and the communities surrounding its
operations. This includes requiring all employees to undergo annual physical examination to
gauge current health and physical condition. The result will be used by Globes in-house health
adviser located at the The Globe Tower (TGT) Clinic to create a personalized wellness program to
improve the Companys overall health with quarterly consultations to check if the program is on-
track and set the baseline for next years wellness program.

Meanwhile, Globes Health and Safety Committee, which comprises 11.42% of the
Companys total number of employees, assesses all health and safety hazards in the workplace
and the communities and provides programs to eliminate and address these incidents. Aside from
the health lectures, continuous training and awareness programs on health and safety are also
conducted to relevant employees.

Globe does not condone the violation of the rights of indigenous people nor does the
company promote any operational activity that would pose hazardous risks or damages to
children or young employees. For this reason, Globe complies with RA 7160 or the Special
Protection of Children Against Child Abuse, Exploitation, and Discrimination Act and observes the
principles of the Human Rights Act and Child Labor Law. Benchmarking such regulations generate
a happy workplace without presenting any fear of discrimination or violation towards any
employee.

(b) Show data relating to health, safety and welfare of its employees.

For the year 2014, 0.11% employee accident rate was recorded over all 224 incidents. No
fatalities causing death or permanent disability were recorded.

62
In order to minimize these incidents, the company conducts several trainings and awareness
programs for the relevant employees, on safe driving and fuel economy.

Globe has partnered with St. Lukes Medical Center-Bonifacio Global City (BGC) in order to
bring various health lectures and seminars on relevant health topics like heart disease prevention,
anti-obesity, diabetes, family planning, hepatitis, drug abuse, and more. Routine flu and Human
Papillomavirus (HPV) shots were also made accessible to all employees, who also receive timely
information on the prevention of such diseases.

The Board of Directors and Globe employees, including subsidiaries and affiliates, are subject
to the Globe Code of Conduct, which is to protect the companys interests in consistently creating
a wonderful world for everyone. The sanctions apply especially to major offenses related to
corruption, extortion, bribery, or any action that disrespects the corporate values and damages
the reputation of the company.

On the other hand, in conformance with the Department of Labor and Employments (DOLE)
Collective Bargaining Agreement (CBA), the Globe Telecom Employees Union-Federation of Free
Workers (GTEUFFW) remains active to pledge the right of every Ka-Globe to form a collective
bargaining unit. All employees are allowed to participate in CBA through GTEUFFW, everyone is
informed and made aware of the mandate. Labor Management Council is likewise present to
provide assistance with regard to enhancing cooperation, productivity, customer service, and
other policy and procedural issues affecting employees.

63
Since part of the CBA is to address the health needs of every employee, medical, dental, and
optical care services are provided by the company at a certain expense with a corresponding
salary deduction depending on the total cost. Emergency loans for health services can also be
availed by our employees with immediate dependents. Another component of CBA is the family
planning program and services. Recreational activities encouraging employees to further
encourage camaraderie and friendship is the key focus.

(c) State the companys training and development programmes for its employees. Show the data.

We create wonderful work is the employer value proposition of Globe. The Company
continues to partner with 6,182 employees, and provide equal opportunities regardless of age,
gender, religion, and ethnicity in building a workplace that is dynamic, entrepreneurial,
collaborative, and innovative.

Every employee has an Individual Development Plan (IDP) to know their career path based on
current functional competency, strengths, opportunity areas, and future career aspirations within
Globe and our affiliates and subsidiaries. Consequently, talent development program is anchored
on The Globe Way, which espouses the company culture, values, and ideals based on the premise
that people make the difference. Careers@Globe is a way to align company and individual
goals by providing a systematic and clear career path with training and development support. In
Globe, regular career conversations between employees and their Immediate Superior (IS) are
encouraged.

Anchored in Globes seven leadership competencies, iLead integrates three targeted


development tracks: Executive Development Program, Emerging Executives Program, and Young
Leaders Program that feed to the next generation of leaders, ensuring that the culture we want is
continually enabled at every level. Executive Development Program targets seasoned talents who
have the potential to be senior leaders and business leaders.

Emerging Executives Program, formerly known as Fast Tracker Program, focuses on mid-
career talents who demonstrate the potential to become senior executives. Finally, the Young
Leaders Program looks at emerging talents who can assume larger leadership roles. To date, the
program has identified 68 individuals as pipeline successors.

Furthermore, Globe University enrolls employees in partner schools, like the Asian Institute of
Management and the Ateneo de Manila Center for Continuing Education in order to take up
programs that will hone their leadership and managerial skills. We give our employees a
competitive advantage by sharpening their business acumen, technical expertise, communication
skills, and other areas of development based on their job description.

64
Globe continues to invest in its people through various professional training and development
activities. Globe follows a 70/20/10 Development Plan 70 % of the learning occurs on-the-job,
20% from others and 10% from formal training.

The 70% on-the-job experience includes the regular employee tasks based on their office
function. Others are their committee participation, customer immersion and job rotation.
Meanwhile for the 20% learning from others, the development comes through the coaching or
mentoring of the immediate superiors and other colleagues. Job shadowing and observation also
help as well as knowledge transfer from other professionals and consultants. Last but not least,
the 10% formal training and learning is expanded through the offered training programs and
courses offered by Globe, i. e. Integrated Leadership Development Programs, Junior Mobile
Wizard, Graduate 2 Globe, and Customer First Circle (CFC) Program.

(d) State the companys reward/compensation policy that accounts for the performance of the
company beyond short-term financial measures

Globes Long Term Incentive Plan was created to replace the Employee Stock Option which
was last awarded in 2009. The new plans primary objective is to drive long term performance in
a highly competitive market by aligning management interest with the shareholders interest. It
also aims to motivate participants to sustain high levels of contribution. Furthermore, it is
designed to attract and retain key executives whose contributions are essential to Globes growth
and profitability through a rewards scheme that is long-tailed with sufficient hold-back
power. Lastly, the plan should drive shareholder value through superior business performance.

The incentive is delivered through a performance share based plan where it awards executives
with company shares contingent upon the achievement of specified long-term goals over a
specified performance period.

The Companys Plan allows for overlapping performance periods to support rolling multi-year
business plans and employee retention. It has a 3-year performance period to support business
planning cycle covering January 1, 2014 to January 1, 2016.

To ensure alignment of Senior Managements interest to that of the company, the plan includes a
stock ownership requirement where the Senior Management are required to maintain shares
equivalent to 75% to 100% of their annual base salary.

4) What are the companys procedures for handling complaints by employees concerning illegal
(including corruption) and unethical behaviour? Explain how employees are protected from
retaliation.

The procedures for handling complaints are embodied in the Companys Employee Handbook
on Code of Conduct. (Please see Annex B)

This policy provides a formal mechanism for employees, suppliers and third parties to submit
reports of improper activities perpetrated by the companys employees, officers and directors, and
suppliers and partners, that violate laws and regulation, company policies, the companys code of
conduct, or which violate the companys ethical standards. Submitted reports will be investigated
according to the protocols established in this policy, and the responsible submission of complaints in
good faith shall be protected by the company.

Whistleblowing channels are made available for any person who has knowledge of suspected
improper activity. Available channels include hotline (0917-8189934), internal portal and official email
([email protected]). These are by no means the only channels by which disclosures

65
may be received. Persons or units within the organization who receive disclosures (in whatever form,
including verbal) shall, however, forward or relay the disclosures to Security and Enterprise Risk
Management (ERM) for activities involving 3rd party contractor and Employee Relations (ER) for
activities involving an employee. ERM designates a complaint administrator who is in charge of
administering the portal, and receiving, collating and submitting all disclosures to the Disclosure
Committee (DC), who is composed of the companys Corporate Secretary, HR, Internal Audit, ERM and
Legal Services. If and when disclosure involves a member of the Board or ERM or the complaint
administrator, the disclosure shall be transmitted directly to the Corporate Secretary for handling.
Meanwhile, if disclosure involves the Disclosure Committee, the disclosure will then be endorsed to the
Board.

Once disclosure is submitted, the whistle-blower shall receive a notice that the complaint has
been received and that it shall be processed in accordance with the policy. Disclosures will then be
investigated by either ERM or ER depending on the activity. If with financial and reputation risk,
Security and ERM will forward the report to DC for proper endorsement to the Office of the President,
Audit Committee, and Legal for possible criminal case/action. Meanwhile, for employee-related
activities, ER implements appropriate disciplinary proceedings in accordance with due process. If with
financial (P1 million and up) and reputation risk, ER does the same forwards to DC for proper
endorsement to the Office of the President, Audit Committee, and Legal for possible criminal
case/action. The whistle-blower will also receive an update if no merits were found on the complaint
filed.

66
I. DISCLOSURE AND TRANSPARENCY

1) Ownership Structure

(a) Holding 5% shareholding or more

As of 31 January 2016 (disclosed in our Definitive Information Statement [SEC Form 20-IS])
Percent of
Beneficial Owner &
Number of Shares & total
Shareholder Relationship with Record
Title of Class of Shares outstanding
Owner
shares6
1
Asiacom Philippines, Inc. 158,515,021 50.93% Asiacom Philippines, Inc.
(Voting Preferred) (hereafter, Asiacom)
Singapore Telecom Intl. 62,646,487 (Common) 20.13% Singapore Telecom Intl. Pte.
Pte. Ltd.2 (STI) Ltd.
Ayala Corporation3 (AC) 40,351,591 (Common) 12.96% Ayala Corporation (AC)
PCD Nominee Corp.4 19,323,639 (Common) 6.21% PCD Participants acting for
themselves or for their
customers5
PCD Nominee Corp. 19,790,950 6.36% PCD Participants acting for
(Non-voting Preferred) themselves or for their
customers5
1 Asiacom Philippines, Inc. is a significant shareholder of the Company. As per the Asiacom By-laws and the Corporation Code, the
Board of Directors of Asiacom has the power to decide how the Asiacom shares in Globe are to be voted. Mr. Jaime Augusto Zobel
de Ayala has been named and appointed to exercise the voting power.
2 STI, a wholly-owned subsidiary of Singtel (Singapore Telecom), is a significant shareholder of the Company. As per its By-laws, STI,

through its appointed corporate representatives, has the power to decide how the STI shares in Globe are to be voted. Mr. Mark
Chong and Mr. Samba Natarajan have been appointed by Singtel as the authorized Corporate Representatives of the company to
exercise all powers on behalf of the company at all General Meetings of Globe Telecom, Inc.
3 Ayala Corporation is a significant shareholder of the Company. As per the AC By-laws & the Corporation Code, the Board of

Directors of AC has the power to decide how AC shares in Globe are to be voted. Mr. Jaime Augusto Zobel de Ayala has been named
and appointed to exercise the voting power.
4 The PCD Nominee Corporation is a wholly-owned subsidiary of Philippine Central Depository, Inc. and is not related to the Company.

It is the registered owner in the Companys books and holds shares on behalf of PCD participants and their clients.
5 Each beneficial owner of shares through a PCD participant will be the beneficial owner to the extent of the number of shares in his

account with the PCD participant. None of the 19,323,639 common shares registered in the name of PCD Nominee Corporation
(Non-Filipino) beneficially owns more than 5% of the Companys common shares.
6 Total outstanding shares includes common, voting preferred and non-voting preferred shares.

As of 31 December 2015 (Capital stock refers to Common shares)


(as disclosed in the Public Ownership Report and in the 2015 ASR)

Number of % of
Name of Senior
Number of Direct shares Indirect shares / Through Capital
Management Stock
(name of record owner)
Rebecca V. Eclipse** - 18,915 (thru PCD) 0.0142%I
Gil B. Genio** - 51,838 (thru PCD) 0.0391%I
Alberto M. de Larrazabal** 4,322 - 0.0033%D
Marisalve Ciocson-Co 1,539 - 0.0012%D
Solomon M. Hermosura 20 - 0.0000%D
Bernard P. Llamzon - - 0.0000%
TOTAL 0.0585%

2) Does the Annual Report disclose the following:

Key risks Yes


Corporate objectives Yes
Financial performance indicators Yes

67
Non-financial performance indicators Yes
Dividend policy Yes
Details of whistle-blowing policy Yes
Biographical details (at least age, qualifications, date of first
appointment, relevant experience, and any other directorships of Yes
listed companies) of directors/commissioners
Yes, the Annual Report states
that trainings given to the
members of the Board of
Training and/or continuing education programme attended by each Directors prior to assuming
director/commissioner office, as well as additional in-
house sessions/trainings that
are attended by directors
during the year.
Number of board of directors/commissioners meetings held during
Yes
the year
Attendance details of each director/commissioner in respect of
Yes
meetings held
Details of remuneration of the CEO and each member of the board of
Yes, for Board of Directors.
directors/commissioners

Should the Annual Report not disclose any of the above, please indicate the reason for the
non-disclosure.

External Auditors fee (for Y2015 as disclosed in our 2015 ASR)

Name of auditor Audit Fee Non-audit Fee


Navarro Amper & Co./ Deloitte
Php15.36M -
Philippines (NA/DP)

[Source: 2014 Annual and Sustainability Report, pp. 43-44]

3) Medium of Communication

List down the mode/s of communication that the company is using for disseminating information.

Quarterly results disclosures and analysts briefings


Market announcements
Press releases and media briefing/roundtable media engagement
Investor conferences, one-on-one or group meetings and investor days organized by the
Companys or major shareholders IR Department or broker institutions.
Queries (via email or phone) from investors and analysts relating to announcements by the
Company or other issues
Electronic communications such as, electronic mail, website posting and social networking
sites (i.e., facebook, twitter and instagram)

4) Date of release of audited financial report:

The consolidated audited financial statements for the financial year ending December 31,
2015 was released and filed with the SEC on February 24, 2016, which is fifty-five (55) calendar days
after the end of fiscal year. With the report, attached also were the consolidated statement of
financial position as of December 31, 2014, the consolidated statements of comprehensive income,
consolidated statements of changes in equity and consolidated statements of cash flows for the
financial years ended December 31, 2015, 2014 and 2013, and a summary of significant accounting
policies and other explanatory information.
68
5) Company Website

Does the company have a website disclosing up-to-date information about the following?

Business operations Yes


Financial statements/reports (current and prior years) Yes

Materials provided in briefings to analysts and media Yes

Shareholding structure Yes

Group corporate structure Yes


Downloadable annual report Yes

Notice of AGM and/or EGM Yes


Company's constitution (company's by-laws, memorandum and articles of
Yes
association)

Should any of the foregoing information be not disclosed, please indicate the reason
thereto.

6) Disclosure of RPT

RPT Relationship Nature Value


Please see Annex C and our 2015 SEC Form 17-A Section H. Transactions with Related Parties,
under Part I Business and General Information, Item 1. Business (pp. 18-24))

When RPTs are involved, what processes are in place to address them in the manner that will
safeguard the interest of the company and in particular of its minority shareholders and other
stakeholders?

Parts D and E of Globe Telecoms RPTs Policy states that:

In ensuring that all shareholders, including minority shareholders, are given


protection against abusive or oppressive conduct, the Corporation deems it necessary to keep
all its shareholders and other stakeholders informed, at all times, of such material
information and events in a timely manner.

The RPTs shall be disclosed in the Corporations financial statements, annual


reports, notices to the shareholders and other applicable filings in accordance with the
relevant rules and issuance of the Securities and Exchange Commission (SEC) and other
applicable regulatory bodies. The disclosure shall include, but not be limited to, the name of
the Related Party, relationship with the Corporation for each RPT, the nature and value for
each RPT. Such disclosure shall also be made publicly available by the Corporation, for the
benefit of all shareholders and other stakeholders, through the company website and such
other media channels as applicable.

Shareholders, including minority shareholders, and other stakeholders shall be


provided with proper guidelines and procedures for right of action and remedies that are
readily accessible in order to redress the conduct of the Corporation (e.g., Facebook page,
Twitter account, Email account and Hotline numbers), as necessary.

xxx
69
Only the independent directors of the Corporation shall form the independent
Committee (Committee) that is tasked to review and monitor material RPTs to ensure the
best interest of the Corporation, its shareholders and all other stakeholders, and that the
RPTs are executed with fair and transparent terms.

Article IV of the Revised Manual of Corporate Governance provides:

GOVERNANCE POLICY ON CONFLICT OF INTEREST

The personal interest of directors and officers should never prevail over
the interest of the Corporation. They are required to be loyal to the
organization so much so that they may not directly or indirectly derive any
personal profit or advantage by reason of their position in the Corporation.
They must promote the common interest of all shareholders and the
Corporation without regard to their own personal and selfish interests.

a) A conflict of interest exists when a director or an officer of the


Corporation-
i. supplies or is attempting or applying to supply goods or
services to the Corporation;
ii. supplies or is attempting to supply goods, services or
information to an entity in competition with the Corporation;
iii. by virtue of his office, acquires or is attempting to acquire for
himself a business opportunity which should belong to the
Corporation;
iv. if offered or receives consideration for delivering the
Corporations business to a third party;
v. is engaged or is attempting to engage in a business or activity
which competes with or works contrary to the best interests of
the Corporation; and
vi. is disqualified by virtue of Sec. 1.3 (i) and (j) of this Manual.

b) If an actual or potential conflict of interest should arise on the part


of directors, it should be fully disclosed and the concerned director
should not participate in the decision making. A director who has a
continuing conflict of interest of a material nature should either
resign or, if the Board deems appropriate, be removed from the
Board.

c) A contract of the Corporation with one or more of its directors or


officers is voidable, at the option of the Corporation, unless all the
following conditions are present:
i. The presence of such director in the Board meeting in which the
contract was approved was not necessary to constitute a quorum for
such meeting;
ii. The vote of such director or trustee was not necessary for the approval
of the contract;
iii. The contract is fair and reasonable under the circumstances; and
iv. In case of an officer, the contract has been previously approved by the
Board of Directors.

Where any of the first two conditions set forth in the preceding paragraph
is absent. In the case of a contract with a director, such contract may be
ratified by the vote of stockholders representing two-thirds (2/3) of the
outstanding capital stock in a meeting called for that purpose; provided
that full disclosure of the adverse interest of the director involved is made
at such meeting; and provided further that the contract is fair and
70
reasonable under the circumstances.

d) Where a director, by virtue of his office, acquires for himself a business


opportunity which should belong to the Corporation, thereby obtaining
profits to the prejudice of the Corporation, the director must account to the
latter for all such profits by refunding the same, unless his act has been
ratified by a vote of the stockholders owning or representing at least two-
thirds (2/3) of the outstanding capital stock. This provision shall be
applicable notwithstanding the fact that the director risked his own funds
in the venture.

e) The foregoing is without prejudice to the Corporation's existing Rules on


Conflict of Interest for its officers, employees and staff.

71
J. RIGHTS OF STOCKHOLDERS

1) Right to participate effectively in and vote in Annual/Special Stockholders Meetings

(a) Quorum

Give details on the quorum required to convene the Annual/Special Stockholders Meeting as set
forth in its By-laws.

Article I, Section 5 of the By-Laws provides:


xxx. At any meeting of stockholders the holders of record for the
time being of a majority of the stock of the company then issued
Quorum Required
and outstanding and entitled to vote, represented in person or by
proxy, shall constitute a quorum for the transaction of business,
xxx.

(b) System Used to Approve Corporate Acts

Explain the system used to approve corporate acts.

System Used By Poll/ Cumulative Voting in case of election of directors.


At every meeting of the stockholders of the Company, every
stockholder entitled to vote shall be entitled to one vote for each share of
stock standing in his name on the books of the Company; provided,
however, that in the case of the election of directors every stockholder
entitled to vote shall be entitled to accumulate his votes in accordance
with the provision of law in such case made and provided.
Except on matters in which the law requires specific number of votes,
Description
the vote of stockholders representing at least a majority of the issued and
outstanding capital stock entitled to vote shall be needed to approve
corporate acts.
Each stockholder will be given a ballot upon registration to enable him
to vote in writing per item in the agenda. All votes shall be tabulated by
the Office of the Corporate Secretary and the results validated by the
external auditor of the Company.

(c) Stockholders Rights

List any Stockholders Rights concerning Annual/Special Stockholders Meeting that differ from those
laid down in the Corporation Code.

Stockholders Rights under Stockholders Rights not in


The Corporation Code The Corporation Code
It shall be the duty of the President to order
and call special meetings of the stockholders
Shareholders have the right to elect, remove and
whenever the holders of record of not less than
replace directors and vote on certain corporate
of the outstanding capital stock of the
acts in accordance with the Corporation Code.
Company with voting privilege shall in writing
so request.
The Company may provide information or
documents to a stockholder by e-mail or by
posting the information or documents on the
website of the Company or another electronic
network provided that a separate notice is
given to the stockholder of such posting. In case
the Company provides information or
documents by electronic posting, the
72
information or documents shall be deemed
delivered or given upon the later of (i) the
posting of the information or documents or (ii)
the giving of a separate notice to the
stockholder of such specific posting.
The Company shall give notice and provide
information or documents electronically, as
provided above, only to stockholders who have
consented to receive notices, information or
documents by e-mail or electronic transmission.
A stockholder shall be deemed to have
consented to receiving notices, information or
documents electronically if he has provided an
e-mail or electronic address to the Company
and he has not notified the Company in writing
that he requires notices, information or
documents to be given to him in physical paper
form.
Directors as such may receive, pursuant to a
resolution of the stockholders, fees and other
compensation for their services as directors,
including, without limitation, their services as
members of committees of the Board of
Directors.

Dividends

Declaration Date Record Date Payment Date


(Common Stock)
06 November 2015 24 November 2015 04 December 2015
03 August 2015 17 August 2015 02 September 2015
12 May 2015 26 May 2015 11 June 2015
05 February 2015 18 February 2015 04 March 2015
11 November 2014 25 November 2014 11 December 2014
05 August 2014 19 August 2014 04 September 2014
10 February 2014 26 February 2014 20 March 2014
06 August 2013 22 August 2013 22 September 2013
05 February 2013 19 February 2013 12 March 2013
6 August 2012 28 August 2012 18 September 2012
10 February 2012 24 February 2012 16 March 2012
(Preferred Stock)
06 November 2015 24 November 2015 04 December 2015
11 November 2014 25 November 2014 11 December 2014
08 November 2013 22 November 2013 08 December 2013
11 December 2012 27 December 2012 24 January 2012

73
(d) Stockholders Participation

1. State, if any, the measures adopted to promote stockholder participation in the Annual/Special
Stockholders Meeting, including the procedure on how stockholders and other parties interested
may communicate directly with the Chairman of the Board, individual directors or board
committees. Include in the discussion the steps the Board has taken to solicit and understand the
views of the stockholders as well as procedures for putting forward proposals at stockholders
meetings.

Measures Adopted Communication Procedure


Stockholders of record are duly notified of the Article I, Section 3 of the By-Laws provides:
time, date and place of holding of the Notices of the time, date and place of holding
annual/special meetings of the stockholders. any annual meeting or any special meeting of
the stockholders, and notice of the time, date
and place of the validation of proxies, shall be
given either by mail, postal or electronic,
addressed to each stockholder of record entitled
to vote, at the physical, electronic or email
address left by such stockholder with the
Secretary of the Company or by personal
delivery to the physical address of the
stockholder at least fifteen (15) days before the
date set for such meeting. Every stockholder
shall furnish the Secretary with the address at
which notices of meetings and all other
corporate notices may be served upon or mailed
to him, and if any stockholder shall fail to furnish
such address, notices may be served upon him
by mail directed to him at his last know post-
office, electronic or email address. The notice of
every special meeting shall state briefly the
objects of the meeting, and no other business
shall be transacted at such meeting except by
consent of all the stockholders of the Company
entitled to vote.
Stockholders are given ballots to enable them At the start of the meeting, the Chairman,
to vote in writing per item in the agenda. together with the Corporate Secretary,
announce the rules of conduct and procedures,
as well as voting procedures for the meeting.
Stockholders are given the opportunity to raise At the start of the meeting, the Chairman
questions and clarify issues relevant to the announces the rules of conduct and procedures
Company. for the meeting. The Board members, President
and CEO along with the officers and external
auditors are present to address any queries
raised during the meeting.

2. State the company policy of asking shareholders to actively participate in corporate decisions
regarding:
a. Amendments to the company's constitution

The Company adheres to and complies with the provisions of the Corporation Code
with respect to the amendment of the Companys Articles of Incorporation and By-Laws,

74
authorization on issuance of additional shares and transfer of all or substantially all of the
assets of the Company.

b. Authorization of additional shares

Please see answer above (2.a.)

c. Transfer of all or substantially all assets, which in effect results in the sale of the company

Please see answer above (2.a.)

3. Does the company observe a minimum of 21 business days for giving out of notices to the AGM
where items to be resolved by shareholders are taken up?

Yes. For the 2016 Annual Stockholders Meeting on 13 April 2016, the notice to shareholders was
released on 11 December 2015. In addition, the notice, agenda, explanation to the agenda, SEC
Definitive Information Statement and other materials relevant to the meeting were distributed to
the stockholders on 07 March 2015, together with the notice of the meeting published in
newspapers namely Business Mirror and Philippine Daily Inquirer even earlier than 21 business
days before the meeting.

a. Date of sending out notices:

07 March 2016

b. Date of the Annual/Special Stockholders Meeting:

13 April 2016

4. State, if any, questions and answers during the Annual/Special Stockholders Meeting.

Stockholder, Mr. Guillermo Guilly asked about the impact to the Company of the
governments migration to digital platform. Mr. Cu answered that the movement to e-
government platform created opportunities for Globe to bid in government projects. He added
that Globe had in fact been participating in various projects of the government. Next, Mr. Soliben
Steven inquired if Globe had a comprehensive annual target, and whether all targets were
achieved. He also inquired about the status of Globes alliance with Bayan Telecommunications,
Inc. (Bayantel). Mr. Cu replied that Globe hit all budget, which were actually above expectations.
In Y2014, Globe broke all grounds in terms of revenues, profitability, and market share. As regards
Bayantel, there were no more opposition to the merger between Globe and Bayantel as the TRO
had expired and the Court of Appeals already denied the petition of competition, and Globe was
just waiting for the National Telecommunications Commission to render a decision on the matter.
(Annual Stockholders Meeting held on April 07, 2015)

5. Result of Annual/Special Stockholders Meetings Resolutions

(For Annual Stockholders Meeting held on 07 April 2015)


Resolution Approving Dissenting Abstaining

Please see Annex J

6. Date of publishing of the result of the votes taken during the most recent AGM for all resolutions:

April 08, 2015 one (1) business day after the Annual Stockholders Meeting (ASM)

75
(e) Modifications

State, if any, the modifications made in the Annual/Special Stockholders Meeting regulations during
the most recent year and the reason for such modification:

Modifications Reason for Modification


Use of visual aid at the Annual Stockholders For easy reference of the stockholders during
Meeting including presentation of proposed voting.
resolutions.
Provide booth as channel for To immediately address customers/stockholders
costumers/stockholders concerns. concerns.

(f) Stockholders Attendance

(i) Details of Attendance in the Annual/Special Stockholders Meeting Held:

(For Annual Stockholders Meeting held on 07 April 2015)

Type of Names of Board Date of Voting Procedure % of SH % of Total % of SH


Meeting members / Officers Meeting (by poll, show of Attending SH in attendance
present hands, etc.) in Person Proxy
Annual Board: April 07, By Poll 84.35% 5.81% 90.16%
1. Jaime Augusto 2015
Zobel de Ayala
2. Gerardo C. Ablaza,
Jr.
3. Mark Chong Chin
Kok
4. Ernest L. Cu
5. Delfin L. Lazaro
6. Fernando Zobel de
Ayala
7. Romeo L. Bernardo
8. Manuel A. Pacis
9. Rex Ma. A.
Mendoza

New Directors:
10. Samba Natarajan
11. Saw Phaik Hwa

Officers:
1. Ernest L. Cu
2. Alberto M. de
Larrazabal
3. Gil B. Genio
4. Renato M. Jiao
5. Rebecca V. Eclipse
6. Henry Rhoel R.
Aguda
7. Vicente Froilan M.
Castelo
8. Carmina J. Herbosa
9. Bernard P. Llamzon
10. Solomon M.
Hermosura
11. Marisalve
Ciocson-Co

76
Special NA NA NA NA NA NA

(ii) Does the company appoint an independent party (inspectors) to count and/or validate the votes
at the ASM/SSMs?

Yes. All votes are tabulated by the office of the Corporate Secretary and the results are
validated by the external auditor of the Company.

(iii) Do the companys common shares carry one vote for one share? If not, disclose and give reasons
for any divergence to this standard. Where the company has more than one class of shares,
describe the voting rights attached to each class of shares.

The Companys common and preferred shares carry one vote for one share. Article I, Section
5 of the By-Laws provides:
xxx, every stockholder entitled to vote shall be entitled to one vote for
each share of stock standing in his name on the books of the Company; xxx.

(g) Proxy Voting Policies

State the policies followed by the company regarding proxy voting in the Annual/Special
Stockholders Meeting.
Companys Policies
The proxy shall be appointed in writing by the stockholder
himself, or by his duly authorized attorney in accordance
Execution and acceptance of proxies
with the existing laws, and rules and regulations of the
Securities and Exchange Commission.
Notary Notarization is not required.
Duly accomplished and executed proxy forms must be
submitted to the office of the Corporate Secretary not later
Submission of Proxy
than ten (10) trading days prior to the date of the
Stockholders meeting.
Several Proxies There is no prohibition on several proxies.
May be revoked by the stockholder giving a proxy at any
time before the right granted is exercised. A proxy is also
Validity of Proxy
considered revoked if the stockholder attends the meeting
in person and expressed his intention to vote in person.
There is no special or separate requirement for proxies
Proxies executed abroad
executed abroad.
The stockholder giving proxy shall be immediately notified
Invalidated Proxy
of the invalidation of proxy.
There is a Proxy Validation Committee, composed of
Validation of Proxy three (3) persons appointed by the Board of Directors,
which has the power to pass on the validity of proxies.
Violation of Proxy None

(h) Sending of Notices

State the companys policies and procedure on the sending of notices of Annual/Special Stockholders
Meeting.

Policies Procedure

77
Article I, Section 3 of the By-Laws provides that Article I, Section 3 of the By-Laws provides:
notices of the Annual/Special Stockholders Notices of the time, date and place of holding
Meeting shall be sent at least fifteen (15) days any annual meeting or any special meeting of
before the date set for such meeting. the stockholders, and notice of the time, date
and place of the validation of proxies, shall be
Globe also observes sending of notices of given either by mail, postal or electronic,
Annual/Special Stockholders Meetings at least addressed to each stockholder of record
28 days prior to the ASM. For the 07 April 2015 entitled to vote, at the physical, electronic or
ASM, notices were released to stockholders on email address left by such stockholder with the
03 March 2015. Secretary of the Company or by personal
delivery to the physical address of the
stockholder at least fifteen (15) days before the
date set for such meeting. Every stockholder
shall furnish the Secretary with the address at
which notices of meetings and all other
corporate notices may be served upon or
mailed to him, and if any stockholder shall fail
to furnish such address, notices may be served
upon him by mail directed to him at his last
know post-office, electronic or email address.
The notice of every special meeting shall state
briefly the objects of the meeting, and no other
business shall be transacted at such meeting
except by consent of all the stockholders of the
Company entitled to vote. No notice of any
meeting need be published in any newspaper. A
failure to give or any defect or irregularity in
giving the notice of the annual meeting shall
not affect or invalidate the actions or
proceedings at such meeting. The stockholders
of the company entitled to vote may, by
unanimous consent in writing, waive notice of
the time, place and purpose of any meeting of
stockholders and any action taken at a meeting
held pursuant to such waiver shall be valid and
binding.
The notice of any annual or special meeting
of the stockholders shall be deemed to have
been given at the time when delivered
personally or deposited in the post office,
postage prepaid, or sent electronically or by e-
mail and addressed as herein provided.
The Company may provide information or
documents to a stockholder by e-mail or by
posting the information or documents on the
website of the Company or another electronic
network provided that a separate notice is
given to the stockholder of such posting. In case
the Company provides information or
documents by electronic posting, the
information or documents shall be deemed
delivered or given upon the later of (i) the
posting of the information or documents or (ii)
the giving of a separate notice to the
stockholder of such specific posting.
The Company shall give notice and provide
information or documents electronically as

78
provided above, only to stockholders who have
consented to receive notices, information or
documents by e-mail or electronic transmission.
A stockholder shall be deemed to have
consented to receiving notices, information or
documents electronically if he has provided an
e-mail or electronic address to the Company
and he has not notified the Company in writing
that he requires notices, information or
documents to be given to him in physical paper
form.

(i) Definitive Information Statements and Management Report

Number of Stockholders entitled to receive


Definitive Information Statements and 2,879 shareholders
Management Report and Other Materials
Date of Actual Distribution of Definitive
Actual distribution of DIS/SEC From 20-IS began
Information Statement and Management
on March 07, 2016.
Report and Other Materials held by market
participants/certain beneficial owners
Date of Actual Distribution of Definitive
Information Statement and Management Actual distribution of DIS/SEC From 20-IS began
Report and Other Materials held by on March 07, 2016.
stockholders
PDF-bundled files saved in USBs enclosed in a
State whether CD format or hard copies were booklet and envelope, hard copies, and PDF
distributed copies (sent through e-mail) were distributed
and provided to the Companys shareholders.
If yes, indicate whether requesting stockholders Requesting shareholders were provided hard
were provided hard copies copies of the DIS.

(j) Does the Notice of Annual/Special Stockholders Meeting include the following:

Each resolution to be taken up deals with only one item. Yes

Profiles of directors (at least age, qualification, date of first appointment,


experience, and directorships in other listed companies) nominated for Yes (SEC Form 20-IS)
election/re-election.

The auditors to be appointed or re-appointed. Yes (SEC Form 20-IS)

An explanation of the dividend policy, if any dividend is to be declared. Yes (SEC Form 20-IS)

The amount payable for final dividends. Yes (SEC Form 20-IS)

Documents required for proxy vote. Yes (SEC Form 20-IS)

Should any of the foregoing information be not disclosed, please indicate the reason thereto.

79
2) Treatment of Minority Stockholders

(a) State the companys policies with respect to the treatment of minority stockholders.

Policies Implementation
As provided in Article VII of the Companys 1. Shareholder Rights
Revised Manual of Corporate Governance, on The Board shall be committed to respect the
Stockholders Right and Protection of Minority following rights of the stockholders:
Stockholders Interest.
a) Voting Right
Shareholders 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. Directors may be removed with or
without cause, but directors shall not be
removed without cause if it will deny minority
shareholders representation in the Board.
Removal of directors requires an affirmative vote
of two-thirds (2/3) of the outstanding capital of
the Corporation.

b) Pre-emptive Right
All stockholders have pre-emptive rights as set
out in the Corporation Code and the Articles of
Incorporation, unless there is a specific denial of
this right in the Articles of Incorporation or an
amendment thereto. They shall have the right to
subscribe to the capital stock of the Corporation.
The Articles of InCorporation may lay down the
specific rights and powers of shareholders with
respect to the particular shares they hold, all of
which are protected by law so long as they are
not in conflict with the Corporation Code.

c) Right of Inspection
Shareholders shall be allowed to inspect
corporate books and records including minutes
of Board meeting and stock registries in
accordance with the Corporation Code and shall
be provided an annual report, including financial
statements, without cost or restrictions.

d) Right to Information
Upon request and for a legitimate purpose, a
shareholder 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 Information Statement/Proxy
Statement where these are stated must be
80
distributed to the shareholders before annual
general meetings and in the Registration
Statement and Prospectus in case of registration
of shares for public offering with the
Commission.

The minority shareholders shall have 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.

In accordance with existing law and


jurisprudence, 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 should include such
information and, if not included, then the
minority shareholders can propose to include
such matters in the agenda of stockholders
meeting provided always that this right of access
is conditioned upon the requesting shareholder's
having a legitimate purpose for such access.

e) Right to Dividends
Shareholders have the right to receive
dividends subject to the discretion of the Board.
However, the Commission may direct the
Corporation to declare dividends when its
retained earnings is in excess of 100% of its paid-
in capital stock, except: a) when justified by
definite corporate expansion projects or
programs approved by the Board or b) 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 c) 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.

As a policy and as much as practicable, Globe


shall observe a 30-day period for the payment of
dividends to shareholders from the declaration
date of such dividends.

f) Appraisal Right
In accordance with the Corporation Code,
shareholders may exercise appraisal rights under
the following circumstances:

i. In case any amendment to the articles of


incorporation has the effect of changing or

81
restricting the rights of any stockholders 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:

ii. 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

iii. In case of merger or consolidation.

2. Duty of Directors to promote shareholders


rights -
It is the duty of the directors to promote
shareholders 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.
Article II, Section 1.3 of the By-Laws provides for The Nominations shall be conducted as follows:
the policy and procedure for the nomination of
members of the Board, which includes minority 1.) Nomination of director/s, including
shareholders. independent directors, shall be conducted by the
Committee prior to a stockholders meeting. All
recommendations shall be signed by the
nominating stockholders together with the
acceptance and conformity by the would-be
nominees.

xxx

3.) xxx. The name of the person or group of


persons who recommended the nomination of
the directors, including independent directors,
shall be identified in such report including any
relationship with the nominee.

xxx.

The 2016 Notice and Agenda of the Annual


Stockholders Meeting (p. 3), under Item 6.
Election of Directors (Including the Independent
Directors), provides that in accordance with the
By-Laws of the Corporation, the Manual of

82
Corporate Governance and the SEC Rules, any
stockholder including minority stockholders, may
submit to the Nomination Committee the names
of nominees to the Board of Directors.

Further, Globes 2015 Definitive Information


Statement (SEC Form 20-IS) states (p. 13) that
the list of nominees for the Board of Directors, to
be elected during the Annual Stockholders
Meeting on 13 April 2016, were submitted by a
minority shareholder Mr. Melchor A. Latina.

(b) Do minority stockholders have a right to nominate candidates for board of directors?

Yes. All stockholders, including minority stockholders, have the right to nominate candidates for
Board of Directors. Article II, Section 1.3 of the By-Laws provides:

Section 1.3 xxx

The Nominations shall be conducted as follows:

1.) Nomination of director/s, including independent directors, shall be conducted by the Committee
prior to a stockholders meeting. All recommendations shall be signed by the nominating
stockholders together with the acceptance and conformity by the would-be nominees.

xxx

2.) xxx. The name of the person or group of persons who recommended the nomination of the
directors, including independent directors, shall be identified in such report including any
relationship with the nominee.

xxx.

In reference to the list of nominees for membership to Globes Board of Directors, page 13 of the
Companys 20-IS (Information Statement) for the year 2014 disclosed that the nomination for the above
nominees was formally submitted to the Nomination Committee by a minority shareholder, Mr. Melchor A.
Latina. Ms. Saw Phaik Hwa, Mr. Manuel A. Pacis, and Mr. Rex Ma. A. Mendoza were nominated as
independent directors. Mr. Latina is not related to any of the nominees
(http://www.globe.com.ph/documents/50301/15939122/GLO_2014-Definitive-Information-Statement).

83
K. INVESTORS RELATIONS PROGRAM

1) Discuss the companys external and internal communications policies and how frequently they are
reviewed. Disclose who reviews and approves major company announcements. Identify the committee
with this responsibility, if it has been assigned to a committee.

The companys Investor Relations (IR) communications policies are reviewed annually. The Chief
Financial Officer (CFO) and Compliance Officer review and approve major company announcements before
release to the public. The companys other external communications are reviewed, on a regular basis, by
the Senior Vice President of Corporate Communication and by Management.

Meanwhile, the company has various internal communications channels to fully inform all employees
on the economic, social and environmental impact about the company. Updates and news from internal
communication channels are reviewed on a regular basis by the Senior Vice President of the Corporate
Communication, Chief Human Resource Officer or the Director for Logistics and Administrative Services
depending on the source of information.

2) Describe the companys investor relations program including its communications strategy to promote
effective communication with its stockholders, other stakeholders and the public in general. Disclose the
contact details (e.g. telephone, fax and email) of the officer responsible for investor relations.

Details
(1) Objectives To ensure that investors and the market are provided with
full and timely information about the Companys
developments and activities.
To comply with continuous disclosure obligations contained
in applicable legislation and listing rules.
To ensure that all external stakeholders have equal
opportunities to receive information issued by the
Company.
(2) Principles The Company must immediately notify the market via a
disclosure to the PSE, SEC and PDEX of any information
known to management concerning operational, financial or
other matters that are necessary to avoid the establishment
of a false market in the Companys securities or would be
likely to materially affect the price or value of its securities.
Once information is filed with regulatory bodies, pertinent
files are then uploaded to the company website for public
disclosure and access.
(3) Modes of Communications Quarterly results disclosures and analysts briefings, market
announcements, ad-hoc briefings, investor conferences,
one-on-one or group meetings and investor days organized
by the Companys or major shareholders IR Department or
broker institutions.
In addition, the Company may respond to queries from
investors and analysts relating to announcements by the
Company or other issues.
At all times when interacting with external parties
(including, but not limited to, investors, broker analysts,
fund managers, retail investors, and other market
participants), the Company adheres to the guiding principle
set out in this policy.
(4) Investors Relations Officer Email: [email protected]
Telephone: +632 7974307

84
3) What are the companys rules and procedures governing the acquisition of corporate control in the
capital markets, and extraordinary transactions such as mergers, and sales of substantial portions of
corporate assets?

In accordance with the rules and procedures as may be prescribed by the Securities and Exchange
Commission and the Philippine Stock Exchange.

Name of the independent party the board of directors of the company appointed to evaluate the fairness
of the transaction price.

The Company has no extraordinary transactions such as mergers, and sales of substantial portion of
corporate assets.

85
L. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Discuss any initiative undertaken or proposed to be undertaken by the company.

Initiative Beneficiary
Serve Pillar: Excellence in public service and
leadership - 466,742 families in 33 cities and municipalities
- Community-Based Disaster Response and Risk with access to social and health services
Management
- Sagot Ka ni Kap
- Hopeline
- TxtHIV 8504
PROSPER: Inclusive economic growth through
sustainable livelihood - Market access, capacity building and financial
- My Fair Share assistance enabled partner social and micro-
- Amax Caravan with DSWD 4P Beneficiaries enterprises to generate a combined revenue of
P6,624,200.00.
CONSERVE: Environmental Protection and
Sustainability
- Project 1 Phone - Covering a total of 224,162.17 hectares, Globe
- Protected Area Management partner environmental organizations and
employees were able to plant 320,000 trees.

LEARN: Quality Education For All


- Text2Teach - Equipped with the latest tools and
- Global Filipino School methodologies, 7,227 teachers were able to
- Global Filipino Teachers bring 21st century learning to 709,174 students
in 1,467 schools across the country
GIVE: Active Citizenship through Volunteerism - A total of 1,926 volunteers shared their time,
- Skill-based volunteering treasure and talent with CSR partners and
- Activity-based volunteering communities and raised P1,164,181.87 in funds
for various advocacies.

86
M. BOARD, DIRECTOR, COMMITTEE AND CEO APPRAISAL

Disclose the process followed and criteria used in assessing the annual performance of the board and its
committees, individual director, and the CEO/President.

Process Criteria
Board of Directors
Board Committees
*Please see explanation below.
Individual Directors
CEO/President

*The Board conducts an annual self-assessment exercise through a self-assessment questionnaire


given to each director to ensure the effectiveness of processes and to identify areas of improvement. The
assessment covers appraisal of the Board, of individual directors, of the different Board Committees, as
well as of the President and CEO with evaluation criteria focusing on structure, efficiency, and
effectiveness of the Board, as well as, participation and engagement of each member of the Board. An
executive session also takes place every first meeting of the year to evaluate and discuss matters
concerning the board, including evaluation of the companys performance and its management team for
the last year.

The Audit Committee also conducts a performance evaluation in compliance with Securities and
Exchange Commission Memorandum Circular No. 4 (Series of 2012).

87
N. INTERNAL BREACHES AND SANCTIONS

Discuss the internal policies on sanctions imposed for any violation or breach of the corporate governance
manual involving directors, officers, management and employees

Violations Sanctions

*Please see explanation below.

*Article VIII of the Revised Manual of Corporate Governance provides:

PENALTIES FOR NON-COMPLIANCE WITH THIS MANUAL

To strictly observe and implement the provisions of this Manual, the


following penalties shall be imposed after notice and hearing, on the
Corporation's directors, officers, staff, in case of violation of any of the
provisions of this Manual:

In case of first violation, the subject person shall be suspended from


office. The duration shall be at the reasonable discretion of the Board,
depending on the gravity of the violation.
A second violation shall be sufficient cause for removal from
directorship in accordance with the Corporation Code.

The foregoing is without prejudice (a) to the right of the Board to


immediately suspend and/or remove a Director for fraudulent acts or where
necessary to protect the interests of the Corporation; and (b) to the right of the
Corporation and/or the Board to take any other legal action permitted by law in
order to seek relief against the acts of the director including, where
appropriate, injunctive action.

A fine of not more than Two Hundred Thousand Pesos (P200, 000) shall,
after due notice and hearing, be imposed for every year that a covered
Corporation violates the provisions of this Code, without prejudice to other
sanctions that the Commission may be authorized to impose under the law;
provided, however, that any violation of the Securities Regulation Code
punishable by a specific penalty shall be assessed separately and shall not be
covered by the abovementioned fine.

Penalties, sanctions and corrective actions are also provided in Globes Employee Handbook
on Code of Conduct, that are in accordance with applicable and relevant laws as well as respective of
the issue involved. Due process to be observed in imposing such sanctions or corrective action for non-
compliance of the internal Company Code and rules or breach thereof are also adopted and reflected
in the Handbook. Please refer to Annex B for Employee Handbook on Code of Conduct.

88
ANNEX "A"
(q Gl.obe Telecom,lnc.
SGtobe - The Gl.obe Tower
32nd Street corner 7th Avenue
Bonifacio GtobaL City
Taguig, Phitippines

{ +$2.7s720oo
@ www.gl.obe.com.ph

CERTIFICATION OF FULL COMPLIANCE WITH THE


MANUAL OF CORPORATE GOVERNANCE

The Corporation's Manual of Corporate Governance, as revised in May 2015, adopts the leading
practices and principles of good corporate governance, and to the best of my knowledge and belief, full
compliance therewith has been made since the adoption of the Manual.

This Certification is issued in accordance with the requirement of the Corporation's Manual of
Corporate Governance, Article V, Section 3, Paragraph iii; and is executed to attest to the truth of the
foregoing facts.

January 29,2016, Taguig City

F
Compliance , Assistant Corporate Secretary, and
Vice President,
Vice President, Legal
Law and Services
Compliance

Countersigned by:

CU
and Chief Executive Officer
{q Gtobe Telecom,lnc.
SGtobe - The GLobe Tower
32nd Street corner 7th Avenue,
Bonifacio GLobal. City,
Taguig, PhiLippines 1 634
+632.79720OO

@ www.gLobe.com.ph

12 May 2015
I
sE(e Otrtl.a

cT MAY r3 2015
L2
Securities and Exchange Commission l)
g
SEC Building, EDSA, Greenhills, Mandaluyong City

Attention: Director Vicente Graciano P. Felizmenio, Jr


Director, Markets and Securities Regulation Depaftment

Director Justina F. Callangan


Director, Corporate Governance and Finance Department

Philippine Stock Exchange, lnc.


3/F Tower One and Exchange Plaza,
Ayala Triangle, Ayala Avenue, Makati City

Attention: Ms. Janet A. Encarnacion


Head, Disclosure Depaftment
Philippine Dealing and Exchange Corporation
37lF Tower 1, The Enterprise Center,
6766 Ayala Avenue corner Paseo de Roxas, Makati City

Attention: Ms. Vina Vanessa S. Salonga


Head, lssuer Compliance and Disclosure Department

Gentlemen:

Please find attached the Revised Manual of Corporate Governance (MCG) of Globe Telecom, lnc. in
furtherance of the company's corporate governance practices and standards, and in consideration of the
recommended best corporate governance practices from the Securities and Exchange Commission
(SEC) identified in the Advisory dated 30 March 2015.

Thank you

Very truly yours,

tr
crocsoN-co
pliance Officer, Assistant Corporate Secretary and
Vice President, Legal Services
ARTICLE I

PREAMBLE

Corporate Governance refers to the framework of rules, systems and processes in the
corporation that governs the performance of the Board of Directors and Management of their
respective duties and responsibilities to stockholders and other stakeholders which include
among others, customers, employees, suppliers, financiers, government and community in which
it operates. It encompasses all the systems and mechanisms of shareholders and other
stakeholders to ensure that Management enhances the value of a corporation as it competes in
an increasingly global market place. The primary goal of corporate governance is thus to create
and sustain increased value in the corporation for all of its stakeholders. To achieve this goal, it is
necessary among other things - to clearly set forth the principles of appropriate supervision and
good management, and thereby lay the groundwork for development and implementation of
value-creating activities. Moreover, it is as important that these agreed principles of governance
are made transparent to all stakeholders concerned, thereby safeguarding stakeholders' rights as
well as promoting stakeholder participation in the corporate governance process.

The framework for Corporate Governance is not drawn from any single document. The Philippine
Corporation Code lays down the basic legal framework for corporate governance of every
Philippine corporation. It is supplemented by the Securities Regulation Code (Republic Act No.
8799), the Securities and Exchange Commission ("PhiISEC" or "Commission) implementing
rules and regulations, and the Code of Corporate Governance (SEC Memorandum Circular No 6,
Series of 2009, The Revised Code of Corporate Governance). All terms used herein are used
with the meanings assigned to them by said laws and implementing rules and regulations.

The machinery for corporate governance of Globe Telecom, Inc. ("Globe or the Corporation") is
principally contained in the Corporation's Articles of Incorporation and By-Laws and their
amendments. These constitutive documents lay down, among others, the basic structure of
governance, minimum qualifications of directors, and the principal duties of the Board of Directors
and officers of the Corporation. The function of this Manual of Corporate Governance is to
supplement and complement the Corporation's Articles and By-Laws by setting forth principles of
good and transparent governance.

The Board of Directors, Management, Officers and employees of Globe Telecom, Inc. hereby
commit themselves to the principles and best practices of governance contained in this Manual
as a guide in the attainment of its corporate goals. The Corporation shall undertake to make a
continuing effort to create awareness of good corporate governance within the organization.
MISSION

We create a wonderful world for people, businesses, and the nation.

VISION

Happiest Customers, Employees and Shareholders.

OUR CORE VALUES

We put our customers first.


Our people make the difference.
We act with integrity.
We care like an owner.
We keep things simple.
To us, it's be fast or be last.

Revised Manual of Corporate Governance


2
ARTICLE II

GOVERNANCE

1. The Board of Directors

The Board of Directors is the supreme authority in matters of governance and managing the
regular and ordinary business of the Corporation. Within their chartered authority, the
directors acting as a Board have the fullest powers to regulate the concerns of the
Corporation according to their best judgment.

1.1 Composition

The Board of Directors shall be composed of such number of members as required by


the Corporations By-Laws and elected by the Corporation's stockholders entitled to vote
at the annual meeting, and shall hold office for one year and until their successors are
elected and qualified in accordance with the By-Laws of the Corporation.

As a Corporation listed on the Philippine Stock Exchange (PSE), Globe Telecom, Inc.
shall conform with the legal requirement of having at least two (2) Independent directors
or such Independent directors as shall constitute Twenty Percent (20%) of the members
of the Board, whichever is lesser but in no case less than two (2). As corporate
governance best practice, Globe shall have at least one (1) female Independent director.
The Independent directors shall be identified in the annual report.

As a board diversity policy, no director or candidate for directorship shall be discriminated


upon by reason of gender, age, disability, ethnicity, nationality, or political, religious or
cultural backgrounds.

1.2 Qualifications

A director of the Corporation shall have the following qualifications:

a) Ownership of at least one (1) share of the capital stock of the Corporation;

b) A college degree or its equivalent or adequate understanding of the


telecommunication industry or sufficient experience and competence in managing a
business to substitute for such formal education;

Revised Manual of Corporate Governance


3
c) Relevant qualification, such as previous business experience, membership in good
standing in the relevant industry, and membership in business and professional
organizations;

d) Possess integrity, probity and shall be diligent and assiduous in the performance of
his functions.

1.3 Disqualifications

The following persons are disqualified from being a director of the Corporation:

a) Any person who has been finally convicted by a competent judicial or administrative
body of the following: (i) any crime involving the purchase or sale of securities, e.g.
proprietary or non-proprietary membership certificate, commodity futures contract, or
interest in a common trust fund, pre-need plan, pension plan or life plan; (ii) any
crime arising out of the person's conduct as an underwriter, broker, dealer,
investment corporation, investment adviser, principal distributor, mutual fund dealer,
futures commission merchant, commodity trading advisor, floor broker; and (iii) any
crime arising out of his relationship with a bank, quasi-bank, trust company,
investment house or as an affiliated person of any of them;

b) Any person who, by reason of any misconduct, after hearing or trial, is permanently
or temporarily enjoined by order, judgment or decree of the Commission or any court
or other administrative body of competent jurisdiction from; (i) acting as an
underwriter, broker, dealer, investment adviser, principal distributor, mutual fund
dealer, futures commission merchant, commodity trading advisor, or a floor broker;
(ii) acting as a director or officer of a bank, quasi-bank, trust corporation, investment
house, investment corporation or an affiliated person of any of them; (iii) engaging in
or continuing any conduct or practice in connection with any such activity or willfully
violating laws governing securities, and banking activities. Such disqualification shall
also apply when such person is currently subject to an effective order of the
Commission or any court or other administrative body refusing, revoking or
suspending any registration, license or permit issued under the Corporation Code,
Securities Regulation Code, or any other law administered by the Commission or
Bangko Sentral ng Pilipinas, or under any rule or regulation promulgated by the
Commission or Bangko Sentral ng Pilipinas, or otherwise restrained to engage in any
activity involving securities and banking. Such person is also disqualified when he is
currently subject to an effective order of a self-regulatory organization suspending or
expelling him from membership or participation or from association with a member or
participant of the organization;

Revised Manual of Corporate Governance


4
c) Any person finally convicted judicially of an offense involving moral turpitude, fraud,
embezzlement, theft, estafa, counterfeiting, misappropriation, forgery, bribery, false
oath, perjury or other fraudulent acts or transgressions;

d) Any person finally found by the Commission or a court or other administrative body to
have willfully violated, or willfully aided, abetted, counseled, induced or procured the
violation of, any provision of the Securities Regulation Code, the Corporation Code of
the Philippines, or any other law administered by the Phil SEC, or any rule, regulation
or order of the Commission or the Bangko Sentral ng Pilipinas or who has filed a
materially false or misleading application, report or registration statement required by
the Commission, or any rule, regulation or order of the Commission;

e) Any person judicially declared to be insolvent;

f) Any person finally found guilty by a foreign court or equivalent financial regulatory
authority of acts, violations or misconduct listed in the foregoing paragraphs;

g) Any affiliated person who is ineligible, by reasons of paragraphs (a) to (e) hereof to
serve or act in the capacities listed in those paragraphs;

h) Any person convicted by final and executory judgment of an offense punishable by


imprisonment for a period exceeding six (6) years, or a violation of the Corporation
Code, committed within five (5) years prior to the date of his election or appointment;

i) Any person convicted by final and executory judgment by an appropriate court or


body of a violation of the Public Service Act (CA 146) or under any law administered
by the National Telecommunications Commission; and

j) No person shall qualify or be eligible for nomination or election to the Board of


Directors if he is engaged in any business which competes with or is antagonistic to
that of the Corporation. Without limiting the generality of the foregoing, a person
shall be deemed to be so engaged:

i. If he is an officer, manager or controlling person of, or the owner (either of record


or beneficially) of 10% or more of any outstanding class of shares of, any
corporation (other than one in which the Corporation owns at least 30% of the
capital stock) engaged in a business in the Philippines which the Board, by at
least three-fourths (3/4) vote, determines to be competitive or antagonistic to that
of the Corporation, or

Revised Manual of Corporate Governance


5
ii. If he is an officer, manager or controlling person of, or the owner (either of record
or beneficially of 10% or more of any outstanding class of shares of, any other
corporation or entity in the Philippines engaged in any line of business of the
Corporation, when in the judgment of the Board, by at least three-fourths (3/4)
vote, the laws against combinations in restraint of trade shall be violated by such
persons membership in the Board of Directors; or

iii. If the Board, in the exercise of its judgment in good faith, determines by at least
three-fourths (3/4) vote that he is the nominee of any person set forth in (ii) or
(iii).

In determining whether or not a person is a controlling person, beneficial owner, or the


nominee of another, the Board may take into account such factors as business and family
relations.

1.4 Temporary Disqualification of Directors

The following are grounds for temporary disqualification of incumbent directors:

a) Refusal to fully disclose the extent of his business interest as required under the
Securities Regulation Code and its Implementing Rules and Regulations. This
disqualification shall be in effect as long as his refusal persists.

b) Absence or non-participation for whatever reason(s) for more than Fifty Percent
(50%) of all meetings, both regular and special, of the Board of Directors during his
incumbency, or any twelve (12) month period during said incumbency. This
disqualification applies for purposes of the succeeding election.

c) Dismissal/ termination from directorship in another listed corporation for cause. This
disqualification shall be in effect until he has cleared himself of any involvement in the
alleged irregularity.

d) Being under preventive suspension by the Corporation for any reason.

e) Conviction that has not yet become final referred to in the grounds for disqualification
of directors.

Temporary disqualification shall be at the discretion of the Board and shall require a
resolution of a majority of the Board.

A temporarily disqualified director shall, within sixty (60) business days from such
disqualification take the appropriate action to remedy or correct the disqualification. If he

Revised Manual of Corporate Governance


6
fails or refuses to do so for unjustified reasons, the disqualification shall become
permanent. The Board shall consider a directors illness, death in the immediate family,
or serious accident in determining whether absence from meetings shall or shall not be a
ground for temporary disqualification under this section.

Revised Manual of Corporate Governance


7
1.5 Independent directors

Independent directors shall be independent of the Corporation, its Management and


major/substantial shareholders. They shall hold no interests or relationships with the
Corporation that may hinder their independence from the Corporation or Management
which would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director. An Independent director shall, within ten (10) days from the
time of his election or appointment and/or re-election/re-appointment as a director, submit
to the Corporate Secretary a letter of confirmation stating that he holds no interests
affiliated with the Corporation, Management or controlling shareholder. Moreover, for
purposes of compliance with the legal requirement on Independent directors

a) Officers, executives and employees of the Corporation may be elected as directors


but cannot and shall not be characterized as Independent directors.

b) If a director elected or appointed as an Independent director subsequently becomes


an officer or employee of the Corporation, the Corporation shall forthwith cease to
consider him as an Independent director.

c) If the beneficial security ownership of an Independent director in the Corporation or


its subsidiaries and affiliates exceeds two percent (2%), the Corporation shall
forthwith cease to consider him as an Independent director.

d) A regular director who resigns or whose term ends on the day of the election shall
only qualify for nomination and election as an Independent director after a two (2)
year cooling off period.

e) Persons appointed as Chairman Emeritus, Ex-Officio Directors/Officer or members of


any executive/Advisory Board or otherwise appointed in a capacity to assist the
Board in the performance of its duties shall be subject to a one (1) year cooling-off
period prior to his qualification as an Independent director.

f) Independent directors can serve as such for five (5) consecutive years;

g) After completion of the five-year service period, an Independent director shall be


ineligible for election as such in the same company unless the Independent director
has undergone a cooling off period of two (2) years, provided, that during such
period, the Independent director concerned has not engaged in any activity that
under existing rules disqualifies a person from being elected as such in the same
company;

Revised Manual of Corporate Governance


8
h) An Independent director re-elected as such in the same company after the cooling
off period can serve for another four (4) consecutive years under the conditions
mentioned in 1.5, g) above;

i) An Independent director can only serve as such for a total of nine (9) years from the
date of first appointment, without prejudice to being elected as such in other
companies outside of the business conglomerate, where applicable.

1.6 Policy on Multiple Board Seats

a) The Board may consider the adoption of guidelines on the number of directorships
that its members can hold in stock and non-stock corporations. The optimum number
should take into consideration the capacity of a director to diligently and efficiently
perform his duties and responsibilities. The Chief Executive Officer (CEO) and other
executive directors may be covered by a lower indicative limit for membership in
other boards, but in no case shall any executive director serve as such on more than
two (2) boards of publicly-listed companies outside the group. A similar limit may
apply to independent or non-executive directors who, at the same time serve as full-
time executives in other corporations. In any case the capacity of directors to
diligently and efficiently perform their duties and responsibilities to the boards they
serve should not be compromised.

b) Any limitation in the number of directorships outside of Globe Telecom shall not
include directorships in the Corporation's subsidiaries, affiliates, parent corporation,
and affiliates and subsidiaries of the parent corporation.

c) Independent/non-executive directors shall not hold more than five (5) concurrent
Board directorships in publicly-listed companies.

1.7 Board Meetings and Quorum Requirements

a) Members of the Board should attend regular and special meetings of the Board in
person or via teleconference or videoconference or by any other technological means
allowed by the PhilSEC. Such meetings shall be scheduled before the start of the
financial year. Board materials/papers shall be provided to each director at least
seven (7) days prior to the meetings set.

b) The Board may, to promote transparency, require the presence of at least one (1)
Independent director in all of its meetings. However, the absence of an Independent
director shall not affect the quorum requirements if he is duly notified of the meeting
but notwithstanding such notice fails to attend.

Revised Manual of Corporate Governance


9
1.8 General Responsibility of the Board for Good Governance

a) A director's office is one of trust and confidence. He should act in the best interest of
the Corporation in a manner characterized by transparency, accountability and
fairness. He should exercise leadership, prudence and integrity in directing the
Corporation towards sustained progress over the long term.

b) Compliance with the principles of good governance shall start with the Board of
Directors. It is the Board's responsibility to foster the long-term success of the
Corporation and the corporate objectives and to sustain its competitiveness and
profitability in a manner consistent with the corporate objectives and the best interest
of its stockholders and other stakeholders. The Board should formulate, approve and
monitor the Corporations vision, mission, corporate strategies and strategic
objectives and set forth policies that shall guide its activities, including the means to
effectively monitor Managements performance. These, including the vision, mission
and strategic objectives, are likewise subject to review by the Board, at least once
every five (5) years, if not sooner as deemed necessary.

c) To the extent set forth above, the Board of Directors shall orient all its activities
towards three general guidelines:

All actions taken by the Board are subject to the principle of legal permissibility.
They must therefore not infringe on the appropriate provisions of Philippine law
and the Corporation's constitutive documents.

All actions taken by the Board are subject to the principle of economic
usefulness. They should accordingly contribute to increasing the value of the
Corporation in a sustainable manner.

The Board should, when carrying out its duties, be aware of its duty as the
governing body of a public utility rendering public service.

d) The Board shall ensure the presence and adequacy of internal control mechanisms
for good governance. The minimum internal control mechanisms for the Board's
oversight responsibility include, but shall not be limited to:

Ensuring the presence of organizational and procedural controls supported by an


effective management information system and risk management reporting
system;

Revised Manual of Corporate Governance


10
Reviewing conflict-of-interest situations and providing appropriate remedial
measures for the same;

Appointing a CEO with the appropriate ability, integrity, and experience to fill the
role; and defining the duties and responsibilities of the CEO;

Reviewing proposed senior management appointments;

Ensuring the selection, appointment and retention of qualified and competent


management; reviewing the Corporation's personnel and human resources
policies, compensation plan and the management succession plan;

Institutionalizing the internal audit function; and

Ensuring the presence of, and regularly reviewing, the performance and quality
of independent audit;

Conducting an annual self-assessment exercise through a self-assessment


questionnaire given to each director to ensure the effectiveness of processes and
to identify areas of improvement. The assessment covers appraisal of the Board,
of individual directors, of the different Board committees, as well as of the
President and CEO with evaluation criteria focusing on structure, efficiency, and
effectiveness of the Board, as well as participation and engagement of each
member of the Board.

1.9 Specific Duties of the Board of Directors

The Board shall exert its best effort to ensure a high standard of best practice for the
Corporation, its stockholders and other stakeholders. The Board shall conduct itself with
honesty and integrity in the performance of its duties in accordance with the
Corporations By-Laws and the following duties and functions:

a) Implement a process for the selection of directors who can add value and contribute
independent judgment to the formulation of sound corporate strategies and policies;

b) Properly discharge Board functions by meeting at such times or frequency as may be


needed. Independent views during Board meetings should be given due
consideration and all such meetings should be minuted;

c) Constitute an Audit Committee and such other Committees, as required in the By-
Laws of the Corporation or as the Board deems necessary to assist the Board in the
performance of its duties and responsibilities;

Revised Manual of Corporate Governance


11
d) Select and appoint a President/CEO/ Chief Executive Officer and other senior officers
with the appropriate level of motivation, integrity, competence and professionalism;

e) Adopt a professional development program for employees and officers and


succession planning for senior management and key positions in the Corporation;

f) Provide sound written policies and strategic guidelines on key capital expenditures,
and periodically evaluate and monitor implementation of such strategies;

g) Ensure that the Corporation complies with all relevant laws, regulations and as far as
possible best business practices;

h) Identify the Corporation's stakeholders in the community in which it operates or are


directly affected by its operations, and formulate a clear policy of accurate, timely and
effective communication with them;

i) Adopt a system of checks and balances, which may be applied in the first instance to
the Board. Such systems shall be regularly reviewed and updated to ensure
effectiveness and the integrity of the decision-making and reporting process at all
times. There should be a continuing review of the Corporations internal control
system in order to maintain its adequacy and effectiveness;

j) Identify and monitor, and endeavor to provide appropriate technology and systems
for the identification and monitoring of key risks and key performance areas with due
diligence to enable the Corporation to anticipate and prepare for possible threats to
its operational and financial viability;

k) Formulate and implement policies and procedures that would ensure the integrity and
transparency of related party transactions between and among the Corporation and
its parent company, joint ventures, subsidiaries, associates, affiliates, major
stockholders, officers and directors, including their spouses, children and dependent
siblings and parents, and that of interlocking director relationships by members of the
Board;

l) Establish and maintain an alternative dispute resolution system in the Corporation


that can amicably settle conflicts or differences between the Corporation and its
stockholders, and the Corporation and third parties;

m) Appoint a Compliance officer who shall have the rank of at least Vice President. In
the absence of such an appointment, the Corporate Secretary, preferably a lawyer,
shall act as Compliance Officer;

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n) Create an internal self-rating system;

o) Cause the Corporation to participate in the Corporate Governance Survey using the
CG Scorecard as an instrument;

p) Be primarily responsible to the stockholders for financial reporting and control, and
should:

Provide to all stakeholders relevant and timely information about the Corporation,
including but not limited to a semestral report and an annual report of the
Corporation's performance position and prospects through publicly available
reports submitted to the Securities and Exchange Commission;

Present a balance and understandable assessment of the Corporation's position


and prospects. This extends to interim and other price-sensitive public reports
and reports to regulators as well as to information required to be presented by
statutory requirements;

Explain their responsibility for preparing the accounts, for which there should be
a statement by the auditors about their reporting responsibilities;

Report that the business is going concern, with supporting assumptions or


qualifications, if necessary;

Maintain a sound system of internal control to safeguard stakeholders'


investment and the Corporation's assets;

Based on the approved audit plans, scope and frequency of audits, ensure that
internal audit examinations cover, at least the evaluation of adequacy and
effectiveness of controls encompassing the organization's governance,
operations, information systems, to include reliability and integrity of financial and
operational information, effectiveness and efficiency of operations, safeguarding
of assets, and compliance with laws, rules, regulations, and contracts; and

Require the chief audit executive to render to the Audit Committee an annual
report on the internal audit department's activity, purpose, authority, responsibility
and performance relative to the audit plans and strategies approved by the Audit
Committee. Such annual report should include significant risk exposures and
control issues, corporate governance issues, and other matters needed or
requested by the Board and senior management;

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q) Recommend to the stockholders the appointment of Independent Auditors, in
accordance with the recommendation of the Audit Committee; and

r) Create a procedure for directors, either individually or as a group, in the furtherance


of their duties, to take independent professional advice, if necessary, at the
Corporation's expense, which expense shall be reasonable.

1.10 Specific Responsibilities of each Director

In addition to the duties and responsibilities of a Director set forth in the Corporations
By-Laws and existing relevant statutes, a Director shall:

a) Conduct fair business transactions with the Corporation and ensure that
personal interest does not bias Board decisions. A director shall not use his
position to make profit or to acquire benefit or advantage for himself and/or his
related interests. He should avoid situations that may compromise his impartiality.
He should observe the conflict of interest policy stated in this Manual. He shall
accomplish an annual conflict of interest disclosure and voluntarily disclose any
conflict of interest that may arise within the year after the submission of the
disclosure. If an actual or potential conflict of interest may arise on the part of a
director, he should fully and immediately disclose it and should not participate in
the decision-making process. A director who has a continuing material conflict of
interest should seriously consider resigning from his position. A conflict of interest
shall be considered material if the directors personal or business interest is
antagonistic to that of the Corporation, or he stands to acquire or gain financial
advantage at the expense of the Corporation.

b) Devote time and attention necessary to properly discharge his duties and
responsibilities. A director should attend and actively participate in Board
meetings.

c) Act judiciously. Before deciding on any matter brought before the Board of
Directors, every director should evaluate the issues, ask questions and seek
clarification as appropriate.

d) Exercise independent judgment. A director should view each problem/situation


objectively and support plans and ideas which he believes are beneficial to the
Corporation.

e) Have a working knowledge of the statutory and regulatory requirements


affecting the Corporation. This would include a firm knowledge of the contents of

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the Articles of Incorporation and By-Laws of the Corporation and the amendments
thereof, the requirements of the PSE and SEC for the conduct of the Corporation's
business, and where applicable, the requirements of other regulatory agencies.

f) Observe confidentiality. A director shall observe the confidentiality of nonpublic


information acquired by reason of his position as a director. He should not disclose
any information to any other person without the authority of the Board.

g) Ensure the continuing soundness, effectiveness and adequacy of the


Corporation's control environment. Each director is responsible for assuring
that actions taken by the Board maintain the adequacy of the control environment
within the Corporation.

h) Prior to assuming office, attend a seminar on corporate governance which


shall be conducted by a duly recognized private or government institution.
Existing directors shall attend corporate governance trainings or sessions
for continuing professional development. If necessary, funds shall be allocated
by the Corporation for this purpose.

1.11 Liability of Directors

Directors who willfully and knowingly vote or consent to patently unlawful acts of the
Corporation or who are guilty of gross negligence or bad faith in directing the affairs of
the Corporation or acquire any personal or pecuniary interest in conflict with their duty
as such directors, shall be liable jointly and severally for all damages resulting
therefrom suffered by the Corporation, its stockholders and other persons.

When a director attempts to acquire or acquires, in respect of any matter which has
been reposed in him in confidence, as to which equity imposes a disability upon him to
deal In his own behalf, he shall be liable as a trustee for the Corporation and must
account for the profits which otherwise would have accrued to the Corporation.

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1.12 Compensation and Liability Insurance Coverage of Directors

a) The Board of Directors shall determine a level of remuneration for Directors that
shall be sufficient to attract and retain directors and compensate them for
attendance at meetings of the Board and Board Committees, and performance of
numerous responsibilities and undertaking certain risks as a Board member. The
compensation which maybe in the form of cash remuneration or stock option plan,
shall be fixed by way of a resolution of the Board of Directors. The Board of
Directors may provide that only non-executive directors shall be entitled to such
compensation.

b) Effective from the effective date of this Manual, no director shall be involved in
deciding his or her own remuneration during his incumbent term.

c) The Corporation, to ensure effectiveness of holding directors accountable and to


attract competent persons as directors, may purchase at its own expense liability
insurance coverage for its directors.

2 Board Committees

The Board of Directors may create such committees as it may deem necessary to support it
in the performance of its functions and in accordance with the By-Laws of the Corporation
and to aid in good governance. As a minimum, however, the Board shall be supported by
the following committees:

2.1 Executive Committee

The Board may appoint an Executive Committee composed of such number of members
as the Board may designate but in no case less than three (3) members, at least three (3)
of whom shall be existing Board members and shall designate one of such members as
Chairman of the Executive Committee. The proportion of non-Filipino nationals to citizens
of the Philippines in the membership of the Executive Committee shall not at any time
exceed the proportion that the number of shares of the Corporation held by aliens bears
to the number of shares of the Corporation held by citizens of the Philippines as set forth
in its Articles of Incorporation.

a) The Executive Committee, in accordance with the authority granted by the Board, or
during the absence of the Board, shall act by majority vote of all its members on such
specific matters within the competence of the Board of Directors as may from time to
time be delegated to the Executive Committee in accordance with the Corporation's
By-Laws, except with respect to

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i. approval of any action for which shareholders' approval is also required;

ii. the filling of vacancies on the Board or in the Executive Committee;

iii. the amendment or repeal of 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;

v. the distribution of cash dividends;

vi. the exercise of powers delegated by the Board exclusively to other committees, if any

b) A majority of all the members of the Executive Committee shall constitute a quorum.
The Executive Committee shall fix its own rules of procedures. An act of the
Executive Committee which is within the scope of its powers shall not require
ratification or approval for its validity and effectivity, provided however that the Board
of Directors may at any time enlarge or redefine the powers of the Executive
Committee. All actions of the Executive Committee shall be reported to the Board of
Directors at the meeting thereof following such action and shall be subject to revision
or alteration by the Board of Directors, provided that no rights or acts of third parties
shall be affected by any such revision or alteration.

2.2 Nomination Committee

The Nomination Committee shall be composed of such number of members as the Board
may designate but in no case less than three (3) members, at least three (3) of whom
shall be existing Board members and one of whom shall be an Independent director. The
Independent director shall chair the Nomination Committee. The Nomination Committee
shall fix its own rules of procedures.

The Committee shall have the following functions:

a) install and maintain a process to ensure that all directors to be nominated for election
at the next Annual General Stockholders' Meeting have the qualifications and none of
the disqualifications stated above;

b) undertake the process of identifying the quality of directors aligned with Globes
vision, mission, core values and strategic directions;

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c) encourage the selection of a mix of competent directors, each of whom can add
value and create independent judgment as to the formulation of sound corporate
strategies and policies; and

d) Preview and evaluate the qualifications of all persons nominated to positions in the
Corporation which require appointment by the Board.

2.3 Finance Committee

The Finance Committee shall have the principal oversight responsibility with respect to
the Company's financial operation and its Treasury -related activities. The Finance
Committee shall define its own Charter and fix its own rules of procedures. The Finance
Committee shall be composed of such number of members as the Board may designate
but in no case less than three (3) members, at least three (3) of whom shall be existing
Board members.

The Finance Committee shall be responsible for reviewing and evaluating the financial
affairs of the Corporation from time to time.

The Finance Committee shall, prior to each annual stockholders meeting, conduct an
annual financial review and operations review, which shall cover the financial activities of
the Corporation during the immediately preceding year.

2.4 Compensation and Remuneration Committee

The Compensation and Remuneration Committee shall be composed of such number of


members as the Board may designate but in no case less than three (3) members, at
least three (3) of whom shall be existing Board members and one of whom shall be an
Independent director. It shall have the following duties and responsibilities:

a) 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;

b) Designate the 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;

c) Establish a formal and transparent procedure for developing a policy on executive


remuneration packages of individual directors, if any, and officers;

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d) 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;

e) Disallow any director to decide his or her own remuneration;

f) Provide in the Corporation's annual reports, information and proxy statements a


clear, concise and understandable disclosure of compensation of its executive
officers for the previous fiscal year and the ensuing year;

g) 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; and

h) In the absence of such Personnel Handbook, cause the development of such,


covering the same parameters of governance stated above.

2.5 Audit Committee

The Audit Committee provides oversight of the financial reporting & operational risks
specifically on financial statement and reporting, internal controls, legal or regulatory
compliance, corporate governance, risk management and fraud risks.

a) The Audit Committee shall be composed of such number of members as the Board
may designate but in no case less than three (3) members, at least three (3) of whom
shall be existing Board members and one of whom shall be an Independent director.
The Independent director shall chair the Audit Committee. Each member shall have
an adequate understanding of accounting and auditing principles in general and of
the Corporation's financial management systems and environment in particular.

b) The Audit Committee is expected, through the provision of checks and balances, to
bring positive results in supervising and supporting the Management of the
Corporation. It shall have the following particular duties and responsibilities:

i. Check the financial statements and related disclosures and reports certified by the
Chief Finance Officer and released to the public and/or submitted to the PhilSEC for
compliance with both the internal financial management handbook and pertinent
accounting standards, including regulatory requirements;

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ii. Review and assess the adequacy of Globe's risk management process, specifically
on financial statement and reporting, business continuity, fraud, revenue assurance,
and regulatory risks, jointly with Management, the Corporations independent
auditors, and the Corporations internal auditors. This function shall include receiving
from senior management periodic information on risk exposures and risk
management activities.

Management, however, remains primarily responsible for the development and


implementation of the risk management strategies, policies and systems intended to
address the identified risks.

iii. Be responsible for setting up an internal audit department and consider the
appointment of the chief audit executive; establish and identify the reporting line of
the chief audit executive so that the reporting levels allow the internal audit activity to
fulfill its responsibilities;

iv. Ensure that internal auditors have free and full access to all the Corporation's
records, properties and personnel relevant to and required by its function and that the
internal audit activity shall be free from interference in determining its scope,
performing its work and communicating its results;

v. Provide oversight of the Corporation's internal and Independent Auditors;

vi. Approve the Annual Internal Audit Work Plan, ensuring that audit resources are
allocated to the areas of highest risk. Pre-approve all audit plans, scope and
frequency before the conduct of independent audit;

vii. Review the Independent Auditor's plans to understand the basis for their risk
assessment and financial statement materiality;

viii. Discuss with the Independent Auditor before the audit commences the nature and
scope of the audit, and ensure cooperation where more than one audit firm is
needed;

ix. Elevate to international standards the accounting and auditing processes, practices
and methodologies; ensure compliance with Philippine Financial Reporting
Standards; and develop an accountability statement that will specifically identify
officers and/or personnel directly responsible for the accomplishment of such task;

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x. Ensure that a transparent financial management system, supported by a procedures
and policies handbook that will be used by the entire organization, is established to
assure the integrity of internal control activities throughout the Corporation;

xi. Receive and review reports of internal and Independent 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;

xii. Review the quarterly, half-year and annual financial statements before submission to
the Board, focusing on changes in accounting policies and practices, major
judgmental areas, significant adjustments resulting from the audit, going concern
assumptions, compliance with accounting standards, and compliance with tax, legal
and stock exchange requirements;

xiii. Recommend and review the appointment of Independent Auditors and their
remuneration;

xiv. Review and approve the proportion of audit versus non-audit work both in relation to
their significance to the auditor and in relation to the Corporation's total expenditure
on consultancy, to ensure that non-audit work will not be in conflict with the audit
functions of the Independent Auditor. As much as practicable, the non-audit work and
its fees shall not exceed the services and fees for the conduct of regular audit. The
amount of non-audit work of Independent Auditors shall be disclosed in the annual
report;

xv. Meet with the Independent Auditors and the Internal Auditors in executive session at
least annually to discuss pertinent matters, including the quality of management,
financial and accounting controls, and ensure the attendance of the Independent
Auditors or their representative in the Annual General Stockholders Meeting to
address queries within the audit scope.

The Internal Audit group of the Corporation shall support the Audit Committee in the
rendition of its functions.

2.6 Proxy Validation Committee

The Board of Directors shall appoint three (3) persons (who need not be stockholders) to
act as Proxy Validation Committee which shall be empowered to pass on the validity of
proxies. The Proxy Validation Committee shall be guided by existing laws, and rules and
regulations of the Philippine Securities and Exchange Commission regarding proxies.

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The term of office of the Committee members shall be fixed by the Board of Directors. In
the event of vacancy in the Committee membership, the Board of Directors may appoint
another member to such vacancy.

2.7 Technical Support to Committees

The Corporation shall, as appropriate, provide directors, including Independent directors,


with technical support staff to assist them in performing their duties for such committees.
Directors may, when necessary, also request and receive support from executives,
employees or outside professionals such as auditors, advisers and counsel to perform
such duties. The Corporation shall cover the reasonable expenses of providing such
support.

ARTICLE III

MANAGEMENT

1. General Responsibilities of Management

a) Management stands as the locus of decision-making for the day-to-day affairs of the
Corporation. It determines the Corporation's activities by putting the Corporation's targets
in concrete terms and by formulating the basic strategies for achieving these targets. It
also puts in place the infrastructure for the Corporation's success by establishing the
following mechanisms in its organization: i) purposeful legal and organizational structures
that work effectively and efficiently in attaining the goals of the Corporation; ii) useful
planning, control, and risk management systems that assess risks on an integrated
cross-functional approach; iii) information systems that are defined and aligned with the
strategy and the business goals of the Corporation; iv) a plan of succession that
formalizes the process of identifying, training and selection of successors in key positions
in the Corporation.

b) Management is primarily accountable to the Board for the operations of the Corporation.
As part of its accountability, it is also obligated to provide the Board with complete,
adequate information on the operations and affairs of the Corporation in a timely manner.

2. Executive Officers of the Corporation

The Executive Officers of the Corporation are the Chairman, the President/CEO and Chief
Executive Officer, the Treasurer and/or the Chief Finance Officer, and the Corporate
Secretary. The Executive Officers shall be appointed by the Board of Directors. In addition:

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The Board of Directors shall appoint (from time to time) one or more Senior Vice
President/CEOs and Vice President/CEOs, a Comptroller and such other officers, agents
and employees as provided for in the Corporation's By-Laws.

The Board of Directors may elect such number of Co-Vice-Chairmen of the Board from
among its members.

The roles of the Chairman and the Chief Executive Officer ("CEO") may be separate to
ensure an appropriate balance of power, increased accountability, and greater capacity
of the Board for Independent decision-making. The Corporation shall disclose the
relationship between the Chairman and the CEO, if any, in its annual report to the
Securities and Exchange Commission.

a) Chairman of the Board

The Chairman of the Board, shall, when present, preside at all meetings of the Board and
shall render advice and counsel to the President/CEO. He shall -

i. schedule meetings to enable the Board to perform its duties responsibly while not
interfering with the flow of the Corporation's operations;

ii. prepare the meeting agenda in consultation with the President/CEO;

iii. exercise control over quality, quantity and timeliness of the flow of information
between Management and the Board; and

iv. assist in ensuring compliance with the Corporation's guidelines on corporate


governance.

The Chairman shall have such other responsibilities as the Board of Directors may
impose upon him.

b) Co-Vice-Chairman

In the absence of the Chairman of the Board, one of the Co-Vice-Chairmen shall preside
at meetings of the Board.

c) President/CEO

Minimum internal control mechanisms for Managements operational responsibility shall


center on the President/CEO, being ultimately accountable for the Corporation's
organizational and procedural controls. In addition to the duties imposed on the
President/CEO by the Board of Directors, the President/CEO shall:

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i. have general supervision of the business, affairs, and property of the Corporation,
and over its employees and officers;

ii. see that all orders and resolutions of the Board of Directors are carried into effect;

iii. submit to the Board as soon as possible after the close of each fiscal year, and to the
stockholders at the annual meeting, a complete report of the operations of the
Corporation for the preceding year, and the state of its affairs; and

iv. report to the Board from time to time all matters within its knowledge which the
interest of the Corporation may require to be brought to their notice.

The President/CEO shall have such other responsibilities as the Board of Directors may
impose upon him.

d) The Treasurer

The Treasurer of the Corporation shall have charge of the funds, securities, receipts and
reimbursements of the Corporation. He shall have the following functions:

i. deposit or cause to be deposited all moneys and other valuable effects in the name
and to the credit of the Corporation in such banks or trust companies or with such
bankers or other depositories as the Board may from time to time designate;

ii. regularly and at least every semester render to the President/CEO or to the Board an
account of the fund condition of the Corporation and of all his transactions as such;

iii. ensure funds availability on a timely basis and at the most economical means;

iv. optimize yields in temporary excess funds;

v. provide relevant and timely capital market information; and

vi. ensure appropriate coverage and management of risk to resources.

The Treasurer shall have such other responsibilities as the Board of Directors may
impose upon him. The CFO may also be the Treasurer of the Corporation.

e) The Chief Finance Officer (CFO)

The Chief Finance Officer shall be appointed by the Board of Directors. The CFO who
may also be the Treasurer of the Corporation shall be responsible for the following:

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i. provide Management with accurate, relevant, and timely operating and financial
reports and analysis necessary for financial planning and strategy formulation, and
monitor actual implementation of budgets, plans and programs towards the
achievement of corporate goals;

ii. maintain the integrity of accounting records as the basis of financial statements and
reports provided to Management for decision-making and government regulatory
bodies in compliance with statutory requirements;

iii. promote investor confidence in the Corporation by addressing the various information
requirements of the investing public and ensuring that all other legal reportorial
obligations to various entities are complied with. To this extent, the CFO shall
oversee the Investor Relations function;

iv. certify all financial reports for the review of the Audit Committee; and

v. strengthen internal controls by monitoring compliance with policies, recommend to


Management appropriate actions and changes in systems and procedures as
necessitated by circumstances.

The Chief Finance Officer shall have such other responsibilities as the Board of Directors
may impose upon him.

f) The Corporate Secretary

The Corporate Secretary shall be a resident and citizen of the Philippines. He is an officer
of the Corporation and his loyalty to the mission, vision and specific business objectives
of the Corporation comes with his duties. Considering his varied functions and
responsibilities, he must possess organizational and interpersonal skills, and the legal
skills of a chief legal officer. He must also have some financial and accounting
knowledge.

The Corporate Secretary shall have the following functions:

i. serve as an adviser to the directors on their responsibilities and obligations;

ii. keep the minutes of meetings of the stockholders, the Board of Directors, the
Executive Committee, and all other committees in a book or books kept for that
purpose, and shall furnish copies thereof to the Chairman, the President/CEO and
other members of the Board as appropriate;

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iii. keep in safe custody the seal of the Corporation and affix it to any instrument
requiring the same;

iv. have charge of the stock certificate book and such other books and papers as the
Board may direct;

v. attend to the giving and serving of notices of Board and shareholder meetings;

vi. be fully informed and be part of the scheduling process of other activities of the
Board;

vii. prepare an annual schedule of Board meetings and the regular agendas of meetings,
and put the Board on notice of such agenda at every meeting;

viii. oversee the adequate flow of information to the Board prior to meetings;

ix. ensure fulfillment of disclosure requirements to the Securities and Exchange


Commission and the Philippine Stock Exchange; and

x. Work fairly and objectively with the Board, Management, stockholders and other
stakeholders.

The Corporate Secretary shall have such other responsibilities as the Board of Directors
may impose upon him.

The Board shall have separate and independent access to the Corporate Secretary.

ARTICLE IV

GOVERNANCE POLICY ON CONFLICT OF INTEREST

The personal interest of directors and officers should never prevail over the interest of the
Corporation. They are required to be loyal to the organization so much so that they may not
directly or indirectly derive any personal profit or advantage by reason of their position in the
Corporation. They must promote the common interest of all shareholders and the Corporation
without regard to their own personal and selfish interests.

a) A conflict of interest exists when a director or an officer of the Corporation-

i. supplies or is attempting or applying to supply goods or services to the Corporation;

ii. supplies or is attempting to supply goods, services or information to an entity in


competition with the Corporation;

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iii. by virtue of his office, acquires or is attempting to acquire for himself a business
opportunity which should belong to the Corporation;

iv. if offered or receives consideration for delivering the Corporations business to a third
party;

v. is engaged or is attempting to engage in a business or activity which competes with or


works contrary to the best interests of the Corporation; and

vi. is disqualified by virtue of Sec. 1.3 (i) and (j) of this Manual.

b) If an actual or potential conflict of interest should arise on the part of directors, it should be
fully disclosed and the concerned director should not participate in the decision making. A
director who has a continuing conflict of interest of a material nature should either resign or, if
the Board deems appropriate, be removed from the Board.

c) A contract of the Corporation with one or more of its directors or officers is voidable, at the
option of the Corporation, unless all the following conditions are present:

i. The presence of such director in the Board meeting in which the contract was approved
was not necessary to constitute a quorum for such meeting;

ii. The vote of such director or trustee was not necessary for the approval of the contract;

iii. The contract is fair and reasonable under the circumstances; and

iv. In case of an officer, the contract has been previously approved by the Board of
Directors.

Where any of the first two conditions set forth in the preceding paragraph is absent. In the
case of a contract with a director, such contract may be ratified by the vote of stockholders
representing two-thirds (2/3) of the outstanding capital stock in a meeting called for that
purpose; provided that full disclosure of the adverse interest of the director involved is made
at such meeting; and provided further that the contract is fair and reasonable under the
circumstances.

d) Where a director, by virtue of his office, acquires for himself a business opportunity which
should belong to the Corporation, thereby obtaining profits to the prejudice of the
Corporation, the director must account to the latter for all such profits by refunding the same,
unless his act has been ratified by a vote of the stockholders owning or representing at least
two-thirds (2/3) of the outstanding capital stock. This provision shall be applicable
notwithstanding the fact that the director risked his own funds in the venture.

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e) The foregoing is without prejudice to the Corporation's existing Rules on Conflict of Interest
for its officers, employees and staff.

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ARTICLE V

AUDIT AND COMPLIANCE

1. Internal Audit

a) The Internal Audit Group shall provide for an effective system of internal control that will
ensure the integrity of the financial reports and protection of the assets of the corporation
for the benefit of all stockholders and other stakeholders. It shall also provide
independent and objective assurance and advisory services to the Corporation designed
to add value and improve on the organization's operations. It shall provide the Board,
Management and the stockholders with reasonable assurance that the Corporation's key
organizational and procedural controls are effective, appropriate, and complied with. It
shall review, audit and report on, among others, the effectiveness of the system of
organizational controls, taking into account the nature and complexity of the business and
the business culture; the volume, size and complexity of transactions; the degree of risk;
the degree of centralization and delegation of authority; the extent and effectiveness of
information technology; and the extent of regulatory compliance.

b) It shall perform its auditing functions faithfully by maintaining independence from the
Management and controlling shareholders.

c) The Internal Audit Group shall be headed by a Chief Audit Executive. The Chief Audit
Executive shall preferably be a Certified Public Accountant and/or a Certified Internal
Auditor and shall report to the Audit Committee of the Board of Directors.

d) The Internal Auditors shall report that their activities are conducted in accordance with
the International Standards for the Professional Practice of Internal Auditing. Otherwise,
the Chief Audit Executive shall disclose to the Board and Management that it has not yet
achieved full compliance with the standards for the professional practice of internal
auditing.

2. Independent Audit

a) The Board, through the Audit Committee, shall recommend to the stockholders a duly
accredited Independent Auditor who shall undertake an independent audit and shall
provide an objective assurance on the way in which the financial statements shall have
been prepared and presented.

b) The Independent Auditor shall

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i. perform fair audits independently from the Corporation, its Management and
controlling shareholders, so that shareholders and other users may maintain
confidence in the Corporation's accounting information;

ii. check whether any fact conflicts with the audit results in the information disclosed
regularly with the audited financial statements, and demand correction, if necessary;

iii. attend the annual stockholders meeting and answer any questions on audit reports
and on themselves, their work and their remuneration; and

iv. perform such other functions as may be approved by the Board in its engagement of
the auditor provided, however, that non-audit work shall not be in conflict with the
functions of the auditor as Independent Auditor.

c) The Independent Auditor should be rotated every five (5) years or earlier or the handling
partner shall be changed.

d) The reason/s for the resignation, dismissal or cessation from service and the date thereof
of an Independent Auditor shall be reported in the Corporation's annual and current
reports. Said report shall include a discussion of any disagreement with said former
Independent Auditor on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which if not resolved to the
satisfaction of the former auditor, would have caused making reference to the subject
matter of the disagreement in connection with its report.

A preliminary copy of any report on disagreement between the accounting principles and
practice shall be given by the Corporation to the independent auditor before its
submission to the SEC and stockholders.

e) If an Independent Auditor believes that the statements made in an annual report,


information or proxy statements filed during his engagement are incorrect or incomplete,
he shall also present his views in said reports.

3. Compliance System

To insure adherence to corporate principles and best practices, the Chairman of the Board
shall designate a Compliance Officer, who may be the Corporate Secretary or any other
officer with the position of a Vice-President or its equivalent.

The Compliance Officer shall perform the following duties:

Revised Manual of Corporate Governance


30
i. Operationalize this Manual, and monitor compliance with the provisions and
requirements of this manual;

ii. Appear before the Securities and Exchange Commission upon summon on similar
matters that need to be clarified by the same;

iii. Issue a certification every January 30th of the year on the extent of the Corporation's
compliance with this Manual for the completed year, explaining the reason/s of the
latter's deviation from the same;

iv. Provide the Commission at the end of every fiscal year with a sworn certification that
the requirement for Independent directors and their attendance at meetings in
accordance with Sec. II (7) of SEC Memorandum Circular No.2 has been complied
with. The said certification may be submitted with the Corporation's current report
(SEC Form 17-1) or on a separate filing;

v. Identify, monitor and control compliance risks;

vi. Determine violations of this Manual and create a system for according due notice,
hearing, and due process for dealing with violations of the Manual; and

vii. Recommend the penalties for violations of the manual, for further review and
approval of the Board.

The appointment of the Compliance Officer shall be immediately disclosed to the


Securities and Exchange Commission on SEC Form 17-C. All correspondence relative
to his functions as such shall be addressed to said Officer.

ARTICLE VI

COMMUNICATION AND INFORMATION

1. Management's Responsibility for Information

a) Management is primarily responsible to the Board for financial reporting and control, and
to this extent, shall:

Present a balanced and understandable assessment of the Corporations position


and prospects. This extends to interim and other price-sensitive public reports and
reports to regulators as well as to information required to be presented by statutory
requirements;

Revised Manual of Corporate Governance


31
Explain their responsibility for preparing the accounts, for which there should be a
statement by the auditors about their reporting responsibilities;

Report that the business is going concern, with supporting assumptions or


qualifications, if necessary;

Maintain a sound system of internal control to safeguard stakeholders investment


and the Corporations assets;

Based on the approved audit plans, scope and frequency of audits, ensure that
internal audit examinations cover, at least, the evaluation of adequacy and
effectiveness of controls encompassing the organization's governance, operations
information systems, to include reliability and integrity of financial and operational
information, effectiveness and efficiency of operations, safeguarding of assets, and
compliance with laws, rules, regulations, and contracts; and

Require the Chief Audit Executive to render to the Audit Committee an annual report
on the internal audit department's activity, purpose, authority, responsibility and
performance relative to the audit plans and strategies approved by the Audit
Committee of the Board. Such annual report should include significant risk exposures
and control issues, corporate governance issues, and other matters needed or
requested by the Board and senior management.

b) Management shall be primarily responsible for the adequate flow of information to the
Board. This information may include the background or explanatory information relating
to matters to be brought before the Board, copies of disclosure statements and
documents, budgets, forecasts and monthly internal financial statements. Any variance
between projections and actual results should also be disclosed and explained by
Management to the Board.

c) It is therefore essential that all materials about the Corporation which could adversely
affect its viability or the interest of its stockholders and other stakeholders should be
publicly and timely disclosed. Such information should include among others, earnings
results, acquisition or disposition of assets, off balance sheet transactions, related party
transactions, and direct and indirect remuneration of members of the Board and
Management.

The Board shall therefore commit at all times to full disclosure of material information
dealings, including material non-public information. It shall cause the filing of all required
information through the appropriate Exchange mechanisms for listed companies and

Revised Manual of Corporate Governance


32
submissions to the Commission for the interest of its stockholders and other
stakeholders.

2. The Investors Relations Function

There shall be an Investor Relations Division within the Corporation which shall be tasked
with

a) Creation and implementation of an investor relations program that reaches out to all
shareholders and fully informs them of corporate activities;

b) Formulation of a clear policy on communicating or relating relevant information to


Corporation stakeholders and to the broader investor community accurately, effectively
and sufficiently;

c) Preparation of disclosure documents to the Philippine Securities and Exchange


Commission and the Philippine Stock Exchange; and

d) Dissemination of this Manual, and the conduct of an orientation program for the Board
and Management.

The Investor Relations Division shall report to the Chief Finance Officer.

3. Communication of this Manual

This Manual shall be submitted to and made available at the Philippine Securities and
Exchange Commission. It shall also be available for inspection by any stockholder of the
Corporation at its principal office during reasonable hours on a business day.

ARTICLE VII

STOCKHOLDERS RIGHT AND PROTECTION OF MINORITY


STOCKHOLDERS INTEREST

1. Shareholder Rights

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

a) Voting Right

Shareholders have the right to elect, remove and replace directors and vote on certain
corporate acts in accordance with the Corporation Code.

Revised Manual of Corporate Governance


33
Cumulative voting shall be used in the election of directors. Directors may be removed
with or without cause, but directors shall not be removed without cause if it will deny
minority shareholders representation in the Board. Removal of directors requires an
affirmative vote of two-thirds (2/3) of the outstanding capital of the Corporation.

b) Pre-emptive Right

All stockholders have pre-emptive rights as set out in the Corporation Code and the
Articles of Incorporation, unless there is a specific denial of this right in the Articles of
Incorporation or an amendment thereto. They shall have the right to subscribe to the
capital stock of the Corporation. The Articles of Incorporation may lay down the specific
rights and powers of shareholders with respect to the particular shares they hold, all of
which are protected by law so long as they are not in conflict with the Corporation Code.

c) Right of Inspection

Shareholders shall be allowed to inspect corporate books and records including minutes
of Board meeting and stock registries in accordance with the Corporation Code and shall
be provided an annual report, including financial statements, without cost or restrictions.

d) Right to Information

Upon request and for a legitimate purpose, a shareholder 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 Information
Statement/Proxy Statement where these are stated must be distributed to the
shareholders before annual general meetings and in the Registration Statement and
Prospectus in case of registration of shares for public offering with the Commission.

The minority shareholders shall have 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.

In accordance with existing law and jurisprudence, 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 should
include such information and, if not included, then the minority shareholders can propose
to include such matters in the agenda of stockholders meeting provided always that this

Revised Manual of Corporate Governance


34
right of access is conditioned upon the requesting shareholder's having a legitimate
purpose for such access.

e) Right to Dividends

Shareholders have the right to receive dividends subject to the discretion of the Board.
However, the Commission may direct the Corporation to declare dividends when its
retained earnings is in excess of 100% of Its paid-in capital stock, except: a) when
justified by definite corporate expansion projects or programs approved by the Board or
b) 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 c) 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.

As a policy and as much as practicable, Globe shall observe a 30-day period for the
payment of dividends to shareholders from the declaration date of such dividends.

f) Appraisal Right

In accordance with the Corporation Code, shareholders may exercise appraisal rights
under the following circumstances:

i. In case any amendment to the Articles of Incorporation has the effect of changing or
restricting the rights of any stockholders 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;

ii. 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

iii. In case of merger or consolidation.

2. Duty of Directors to promote shareholders rights

It is the duty of the directors to promote shareholders 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

Revised Manual of Corporate Governance


35
electronic filing and distribution of shareholder information necessary to make informed
decisions subject to legal constraints.

ARTICLE VIII

PENALTIES FOR NON-COMPLIANCE WITH THIS MANUAL

To strictly observe and implement the provisions of this Manual, the following penalties shall be
imposed after notice and hearing, on the Corporation's directors, officers, staff, in case of
violation of any of the provisions of this Manual:

In case of first violation, the subject person shall be suspended from office. The duration
shall be at the reasonable discretion of the Board, depending on the gravity of the
violation.

A second violation shall be sufficient cause for removal from directorship in accordance
with the Corporation Code.

The foregoing is without prejudice (a) to the right of the Board to immediately suspend and/or
remove a Director for fraudulent acts or where necessary to protect the interests of the
Corporation; and (b) to the right of the Corporation and/or the Board to take any other legal action
permitted by law in order to seek relief against the acts of the director including, where
appropriate, injunctive action.

A fine of not more than Two Hundred Thousand Pesos (P200, 000) shall, after due notice and
hearing, be imposed for every year that a covered Corporation violates the provisions of this
Code, without prejudice to other sanctions that the Commission may be authorized to impose
under the law; provided, however, that any violation of the Securities Regulation Code punishable
by a specific penalty shall be assessed separately and shall not be covered by the
abovementioned fine.

ARTICLE IX

REVIEW AND AMENDMENT OF MANUAL

1. The provisions of this Manual and the enforcement thereof shall be subject to quarterly
review unless otherwise stated by the Board.

2. All business processes and practices being performed within any department or business unit
of the Corporation that are not consistent with any portion of this Manual shall be revoked
unless upgraded to the compliant state.

Revised Manual of Corporate Governance


36
3. This Manual is subject to review and amendment by the Board of Directors to take into
account the Corporation's changing needs, factual conditions prevailing in the environment
and to comply with regulatory requirements.

ARTICLE X

ADOPTION AND EFFECTIVITY

This Revised Corporate Governance Manual was adopted by the Board of Directors of the
Corporation on 4 February 2010 and became effective on 14 April 2010. Amendments to comply
with regulatory issuances of the Securities and Exchange Commission shall be deemed adopted
and effective upon the effectivity of the regulatory issuance.

Revised Manual of Corporate Governance


37
EMPLOYEE
HANDBOOK ON

Code of
Conduct
Introduction 2

PRIMER ON
Code of Conduct 7
Unethical Practices 25
Conflict of Interest 31
Whistleblower 37

POLICIES AND PROCEDURES ON


Code of Conduct 47
Unethical Practices 67
Conflict of Interest 77
Whistleblower 85

Form 97
ACKNOWLEDGEMENT FORM
Upon Signing this Acknowledgement form, I hereby declare
that I have received this handbook. I willingly accept my
responsibility to read and understand its content and to exert
my utmost best to comply with the mandates contained
therein.

Received by:

Name of Employee

Signature

Date/Time Received

r IMPORTANT NOTI~
This page should be signed-off and given back to HR
Group c/o Labor Relations within 24 hours after receipt of
this Employee Handbook.
For provincial areas, please send your Acknowledgement
form initially through fax at: 739-3133 and then send the
original copy to: Labor Relations, Service Delivery Center,
HR Group 3F,Tower 1,Globe Telecom Plaza, Pioneer cor.
Madison St, 1552, Mandaluyong City

Date/Time of Issue
PRIMER

TABLE OF CONTENTS

CODE OF CONDUCT

On General Provisions
To whom does this Code of Conduct apply? 7

How many times shall penalty be imposed? 7

What are the responsibilities


What are the responsibilities
of Employees in relation to the Code?
of Superiors?
7
8

What effects would disciplinary action have on

one's career improvement?


What are the imposable penalties under the Code?
8
8

On Offenses And Penalties

What are considered offenses against honesty and integrity?


What are their corresponding penalties?
9
9

What are considered offenses against good personal behavior

and conduct and what are their corresponding penalties?


What are considered anti-customer offenses and what are
10

their corresponding penalties? 12

What offenses are related to job performance?


What are attendance violations?
13
14

Willi be penalized for undertime or leaving work early? 15

What behaviors do not support teamwork? 15


What are my responsibilities in protecting

my Company's name and reputation?


What are my obligations to keep a secure. safe and
16

healthy working environment? 16

The Rules Of A Disciplinary Proceeding

What are the rules of a disciplinary proceeding? 18

I.

PRIMER
:.
TABLE OF CONTENTS

UNETHICAL PRACTICES
What are unbecoming and unethical practices? 25
What are corrupt practices? ..................................................................... 25

What is gross negligence?
Can I solicit gifts or sponsorships from customers or suppliers?
25
25

Can I receive unsolicited gifts from customers or suppliers? 26

Can a customer or supplier sponsor my local or foreign travel?
Can I fraternize with Globe's customers and suppliers?

CONFLICT OF INTEREST
26
26

What are conflict-of-interest
What should I do in a conflict-of-interest
situations?
situation?
31
31

.!
Can a conflict-of-interest situation be considered acceptable?
What happens after my conflict-of-interest
considered unacceptable?
situation is
31

32


What happens if I fail to disclose my conflict-of-interest situation? ..32


WHISTLEBLOWER

What is whistleblower reporting? 37


What is a protected disclosure? 37
What kind of protection willi be given? 37
How do I report an improper activity?
What happens to my disclosure?
37
38
When does a complaint call for an investigation? 38

What happens to the investigation results? 38


What are the role, rights and responsibilities of a whistleblower? 39
What are the role, rights and responsibilities
of an investigation participant? 39
What are the role, rights and responsibilities
of an investigation subject? 39


Can a guilty whistleblower be granted immunity? 39




Primer on
Code of Conduct

Code of Conduct
T he Company strives to do what is right and what is fair to all stakeholders. We are


all enjoined to do the right things always and to live out our corporate values.
The intent of our Company's Code of Conduct is to reinforce these values by
specifying the behaviors and practices that are not aligned to it. It seeks to create
awareness and thus prevents the commission of offenses punishable under the Code,


and not simply to administer punishment and sanctions as may be called for.
For a fuller understanding. please refer to the attached Code.

ON GEN ERAL PROVISIONS r:::::=:;;;::;::::::;;:;;;~-=:;z::;:::~::::;:;;:;;~::m:::::;;::;~:z; .. ;0


...

@ To whom does this @ What are the

o
Code of Conduct apply?
The Code applies to all employees of
responsibilities of
Employees in relation to

Globe. Innove. GXI,their subsidiaries


and affiliates. It must be enforced o
the Code?
It is the duty of every employee

consistently and uniformly to


offenders regardless of their
to familiarize himself with all the
provisions of the Code. Ignorance of

position within the company. It is or unfamiliarity with the provisions


important to stress that disciplinary will not excuse any violation
action shall be directed against the committed.
employee's wrongdoing and not

against his person or personality.


All employees are duty-bound
to report to management any

The identity of an employee,


who is the subject of a Code of
information they may have about
any offense which has been. is

Conduct process, and information


on any Code proceedings should
being, or is about to be committed.
Failure to do so will subject the

be maintained in confidence to the


extent possible given the legitimate
employee to the appropriate
disciplinary action under ART.54

needs of law and the fact-finding


process.
Concealing or Withholding
Information of the Code of Conduct.

@ How many times shall The protection of the reporting


party's identity will be maintained

o
penalty be imposed?
Only one penalty shall be imposed
to the extent possible. within
the legitimate needs of law and

for each offense. If an offense


violates two or more rules in the
the fact-finding process. Where
appropriate, the protected

Code. the penalty for the most


serious offense shall be applied.
disclosure protocols will be followed
as specified in our Whistleblower

policy.




PRIMER
@ What are the
responsibilities of
O~~RNA~C
<:> ~

"
Superiors?
Superiors are held accountable for
We recognize the
importance of good


governance in realizing
maintaining discipline and order our vision, carrying our
within their areas. They are given mission and living our
sufficient authority and power to
act upon all reports of violations
values for increased
satisfaction of our
customers.
immediately. Otherwise, they are
held responsible for failure on the
job of management, as provided
under ART. 36 Failure to Provide
3. Suspension
The temporary separation of

Guidance/ Failure of Management
the Code the Conduct.

@ What effects would


of an employee from service, in
number of working days without
pay and other corresponding
benefits.


I

disciplinary action
have on one's career 4. Demotion
improvement? The transfer of an employee
to a lower rank with or without


" An employee's record of
offenses shall diminish or, as the the corresponding reduction in
circumstances may warrant, remove salary.
their eligibility for merit increases,
5. Dismissal


promotion, incentives or similar
improvement in his job situation. The permanent separation of an
employee from service.
@ What are the imposable
penalties under the The Company may consider any
"
Code?
In order of severity:
1. Verbal Warning
attendant aggravating or mitigating
circumstances when imposing such
penalties. It must be stressed that
these penalties shall be imposed

Cautions the offender to without prejudice to any civil,
criminal or other actions that the

refrain from repeating the same
offense in the future, lest they Company may decide to take
receive a more severe penalty. against the offender.
This is documented as a recall Any violation that does not fall


mechanism. under the offenses specified in the
Code but are clearly damaging to
2. Written Reprimand the interest ofthe Company shall
More severe than a warning in still receive the appropriate penalty


the sense that it is accompanied to enforce the Company's inherent
by censure, rebuke or sharp right to discipline its employees and


scolding. protect its interest.


CODEOF CONDUCT

The Code shall not prevent the


Company from applying the just
causes for dismissal under the Labor _,~ 'IALll
Code and other laws. OV ~

The Code shall be a living document. We are fair.


as such. may be changed from time ethical
and honest.

to time. as may be required by any


change in laws. rules and regulations

that may pertain to the behavior


of employees. Code updates shall

follow our HRpolicy change.


approval and cascade process.

ON OFFENSES AND PENALTIES lIi

@ What are considered


2.3. makes a false or fraudulent

offenses against honesty


claim against the company;
and integrity? What
are their corresponding 2.4. initiates or participates

penalties? in any action intended to


defraud the Company;

0 1. Corruption. Extortion. and/or


Bribery 2.5. obtains payment. benefit. or

Any employee who directly or


indirectly demands. requests.
gain from the Company to
which he is not entitled;

solicits. receives or accepts


any commission. share or
2.6. knowingly honors a forged
signature for his own

consideration. monetary or
otherwise. for himself. or for
benefit or that of another
person; or

another person. in connection


with any contract or transaction
entered into by the Company.
or in connection with the
2.7. gives due course or approval
to a document knowing it to
be false or erroneous

performance of his duties. or


because of his position. shall
3. Theft. Pilferage or
Misappropriation

suffer the penalty of Dismissal.


Stealing. misappropriating.

2. Fraud Against the Company or attempting to steal or


misappropriate funds or
Committing any of the following
properties belonging to the

shall be penalized with


Dismissal:
Company or co-employee. shall
suffer the penalty of Dismissal.

2.1. makes a false


representation of facts; 4. Perjury or FalseTestimony

2.2. employs any kind of Giving false testimony on a

deception; matter that is the subject of


PRIMER
official inquiry or investigation
by the Company, shall suffer the
penalty of Dismissal.
@ What are considered
offenses against good

5. Falsification
personal behavior and
conduct and what are

Committing any of the following

o
their corresponding
penalties?


shall be penalized with Dismissal:
1. Sexual Harassment
5.1. falsifies any company
In a work-related environment,
document or record;
5.2. enters false information on
sexual harassment is committed:


1.1. when sexual favor is solicited
any company document or
as a condition for hiring, re-
record
5.3. makes untruthful
statements in a narration of
facts; or
employment, or continued
employment of an employee;
1.2. when sexual favor is solicited
as a condition for granting

5.4. uses a falsified document or
certificate

6. Conflict of Interest
favorable terms or conditions
of employment, promotions,
compensation, privileges or
other considerations;

All employees are required to
state in writing his involvement
1.3. when refusal to grant
sexual favor results in the
in any conflict of interest with
the Company. Failure to do so
discrimination or deprivation


of the employee of his
shall result in the Dismissal of
employment opportunities
the employee. and other adverse effects;
Conflict of interest generally 1.4. when sexual advances impair


exists when financial or other the employee's rights under
personal considerations, existing labor laws; or
relations or interest may
compromise an employee's 1.5. when sexual advances result
ability to fulfill his duties in an intimidating, hostile, or
properly. offensive environment for
the employee.


Personal interest may also arise
from the employee's family", or Any employee who commits
any of the aforementioned acts,


close personal relationship' or
employment with any entity that regardless of whether the sexual
demand, request or requirement


does business with the Company.
is accepted, shall suffer the
penalty of Dismissal.

I Family relationship includes the spouse or relatives by consanguinity or affinity to the fourth ~egree . .
Close personal relationship includes close friendship or professional employment by the emp oyee giVing

rise to or assuring free access to such employee

CODE OF CONDUCT

2. Immoral or Indecent Conduct 6. Drunkenness

Engaging in immoral. indecent Reporting for work under the

or lascivious behavior. including influence of liquor. or drinking


the use of profane or obscene alcoholic beverages during


language in addressing another working hours (except on official
person. within the company functions) shall be penalized as


premises during working hours follows:
shall be penalized as follows:
1st Offense - Seven (7) days
- Three (3) days Suspension
1st Offense
Suspension 2nd Offense - Fifteen (1S)days


Suspension
2nd Offense - Seven (7) days
Suspension 3rd Offense - Dismissal


3rd Offense - Fifteen (1S)days
Suspension 7. Use or Possession of Prohibited
4th Offense - Dismissal Drugs

3. Fighting Within Company


Any employee caught using
or in possession of prohibited

Premises
Quarrelling. physically assaulting
or regulated drugs shall
be dismissed and/or dealt

or engaging in a fight with a co-


employee or any person within
with in accordance with the
Comprehensive Dangerous Drug

company premises shall suffer


the penalty of Dismissal.
Act (RA no. 9765).

4. Threats or Coercion
8. Smoking in Prohibited Places


Smoking in designated smoke-
Threatening. intimidating or free zones in the employment
coercing a co-employee or a premises is strictly prohibited.

third party within the company


premises shall be penalized as
Offenders shall be dealt with as


follows:
follows:
1st Offense - Verbal Warning
1st Offense - Seven (7) days 2nd Offense - Written Reprimand
Suspension 3rd Offense - One (1) day
2nd Offense - Fifteen (1S)days Suspension

Suspension
3rd Offense - Dismissal
4th Offense - Seven (7) days
Suspension

S. Discourtesy
Co-employees
or Disrespect to
Sth & Subsequent Offense
- Fifteen (15) days
Suspension

Shall be penalized as follows: Where smoking threatens

1st Offense - Seven (7) days


Suspension
the safety and security of the
Company, the penalty shall be as

2nd Offense - Fifteen (lS) days follows:


Suspension
3rd Offense - Dismissal 1st Offense - Fifteen (15) days

Suspension
2nd Offense - Dismissal



.-1
PRIMER
9. Gambling 2. Unauthorized Disclosure of
Any employee caught gambling Information

in any form at any time within
company premises shall be
Divulging confidential
such as a customer's personal
matters


penalized as follows: information. call details, billing
statement, account and history


1st Offense - Written Reprimand
without appropriate authorization,
2nd Offense -. Fifteen (15) days
Suspension shall be penalized as follows:
3rd Offense - Dismissal
1st Offense - Fifteen (15) days
Suspension
10. Failure to Report Loss Incident
Occurrence
2nd Offense - Dismissal



Failure to report a loss, such as a 3. Misinformation
motor vehicle accident involving Employee who is in a position
a service vehicle of the Company, to obtain information but gives
property damage, etc. by an inaccurate, misleading, delayed,
employee entrusted therewith
or in physical possession thereof,
shall be penalized as follows:

1st Offense - Seven (7) days


or no information to customers,
and his act results in the
dissatisfaction
the customer,
of or disservice to
shall be dealt with

Suspension
2nd Offense - Fifteen (15) days
as follows:

1st Offense - Verbal Warning I


Suspension
3rd Offense - Dismissal 2nd Offense - Written Reprimand
3rd Offense - Three (3) days
@ What are considered
anti-customer offenses
Suspension
4th Offense - Seven (7) days
Suspension
and what are their
corresponding penalties?
5th Offense - Fifteen (15) days
Suspension

e 1. Discourtesy Against Customers

Discourtesy in any form,


such as rudeness, arrogance,
6th Offense - Dismissal

4. Neglect of Customer
Failure, refusal or neglect to

insolence, impoliteness,
disdain, contentiousness,
respond and attend to the
concerns of a customer or failure

ungraciousness, incivility or
inconsiderateness in word or
or refusal to provide prompt,
efficient and courteous service

action against any customer,
shall be penalized as follows:
shall be dealt with as follows:
1st Offense - Verbal Warning
1st Offense - Three (3) days
Suspension
2nd Offense - Written Reprimand
3rd Offense - Three (3) days


2nd Offense - Seven (7) days Suspension
Suspension 4th Offense - Seven (7) days
Suspension


3rd Offense - Fifteen (15) days
Suspension 5th Offen se - Fifteen (15) days
4th Offense - Dismissal Suspension
6th Offense - Dismissal


CODE OF CONDUCT

Incompetence in responding and

attending to the concerns of


the customer shall be dealt with
_,~ \/ALu.
0'" ~

similarly. . We take
ownership of

5.. Mishandling a Customer


Deliberate actions that result
in the failure of attending to a
our actions


customer's call shall be dealt with procedures for direct or indirect
as follows: personal gain shall be meted a

1st Offense - Verbal Warning


2nd Offense - Written Reprimand
penalty ranging from suspension
to dismissal depending upon the

3rd Offense - Three (3) days gravity of the offense.


Suspension
4th Offense - Seven (7) days 3. Sleeping While on Duty
Suspension
5th Offense - Fifteen (lS) days Sleeping while on duty shall be

Suspension
6th Offense - Dismissal
disciplined as follows:

1st Offense - Verbal Warning

@ What offenses are related


to job performance?
2nd Offense - Written Warning
3rd Offense - Seven (7) days


Suspension
01. Failure on the Job 4th Offense - Fifteen (15) days
Suspension

Refusal or inability to perform


duties and responsibilities
5th Offense - Dismissal

without justifiable cause;


disregard for performance and
4. Failure to Provide Guidance/
Failure of Management

productivity standards; and


neglect for operating procedures
A leader is expected to provide


his team the basic orientation,
have corresponding penalties
training or guidance in the
depending on the frequency as
performance of their duties
well as the extent of the offense:
and responsibilities. He is held


1st Offense - Verbal Warning accountable for any violation
2nd Offense - Written Reprimand of company policies or existing
3rd Offense - Three (3) days laws that his staff may commit

Suspension
4th Offense - Seven (7) days because of neglect for this


Suspension responsibility. The penalty for
5th Offense - Fifteen (15) days such violation ranges from
Suspension suspension to dismissal based on

6th Offense - Dismissal


the gravity of the offense.


2. Non-Observance of Standard
5. Culpable Delay in Disposing
Operating Procedures -
Disciplinary Cases

Willful or unintentional non-


observance of standard operating
Any official who unreasonably


delays the resolution of

I
I


PRIMER
disciplinary cases is penalized as 3. Tardiness
follows:
At the very least, employees


Ist Offense - Seven (7) days are expected to report for work
Suspension on time. Any employee who


2nd Offense - Fifteen (15) days reports for work late for two (2)
Suspension
times, or accumulates one (1)
3rd Offense - Thirty (30) days
Suspension hour tardiness within a 7-day
4th Offense - Dismissal attendance monitoring cycle, shall


be disciplined as follows:
6. Limiting Work Output
1st Offense - Verbal Warning


Extending beyond the necessary
2nd Offense - Written Reprimand
time to finish a job or task, and 3rd Offense - Three (3) days


inciting others to do the same Suspension
shall be meted a penalty ranging 4th Offense - Seven (7) days
Suspension
from suspension to dismissal
5th Offense - Fifteen (15) days
depending upon the gravity of Suspension


the offense. 6th Offense - Dismissal


For the above 6th offense to merit
What are attendance dismissal, the 1st up to the 6th
violations?


offense must be committed within
01. Absence Without Leave (AWOL) one calendar year, l.e., January to
December of the same year.
If an employee would not be
able to report to work, he should 4. Improper Use of Sick Leave
inform his immediate superior
prior to his absence. Failure to
comply means:
An employee who: (a) avails of
his sick leave without informing
his superior about the nature


1st Offense - Two (2) days of his illness; (b) extends his
Suspension
approved sick leave without prior
2nd Offense - Three (3) days


Suspension notification; or (c) refuses to
3rd Offense - Seven (7) days be examined by the company-


Suspension designated physician while on
4th Offense - Fifteen (15) days sick leave, shall be penalized as
Suspension


follows:
5th Offense - Thirty (30) days
Suspension
1st Offense - Written Reprimand
Absence without leave for
fifteen (15) days or more shall be
2nd Offense - Seven (7) days
Suspension


3rd Offense - Fifteen (15) days
considered as gross and habitual Suspension
neglect of duty. The penalty is 4th Offense - Dismissal
Dismissal.
5. Malingering

Pretending to be sick or claiming
disability to avoid work, duty or



CODEOF CONDUCT

service. or for other personal 2. Abuse of Authority


reason. shall be penalized as Abuse of authority to gain undue
follows: favors or personal advantage to

1st Offense - Fifteen (15) days


Suspension
oppress. harass.and otherwise

prejudice another shall be


2nd Offense - Dismissal
penalized either by suspension or

The penalty of Dismissal shall be by outright dismissal depending


imposed if the employee submits upon the gravity of the offense.
a falsified medical certificate
to justify his feigned illness or 3 Sowing Intrigues

disability. Spreading false. inaccurate, and


misleading information about


@ Willi be penalized for another employee or superior to
undertime or leaving damage or slander reputation. or
work early? undermine his authority. shall be
o 1. Unauthorized Under-time; penalized as follows:

Loitering and Abandonment of 1st Offense - Fifteen (15) days


Post Suspension

2nd Offense - Dismissal


Any employee who leaves his
workplace during or before his 4. Withholding of Cooperation

work time ends. or leaves his


workplace for more than one (1) Refusal to cooperate where

hour without the approval of his the Company's operations and


superior. shall be disciplined as interests are at stake will be
penalized as follows:

follows:

1st Offense - Verbal Warning


1st Offense - Fifteen (15) days
Suspension

2nd Offense
3rd Offense
- Written Reprimand
- Seven (7) days
2nd Offense - Dismissal

4th Offense
Suspension
- Fifteen (15) days
5. Withholding of Information
Refusing or failing without

Suspension
5th Offense - Dismissal justifiable reason. to
communicate information

@ What behaviors do not


support teamwork?
that is needed to ensure the
performance or completion of

o 1 Insubordination
Any direct order given by
any company operation. or for
sound decision. or to protect the

a superior relating to work Company's interests- shall be


penalized as follows:

assignment must be promptly


obeyed. Penalty for refusal shall 1st Offense - Fifteen (15) days
be either suspension or outright

Suspension
dismissal depending upon the 2nd Offense - Dismissal
gravity of the offense.

PRIMER _
6. Giving False Information

Any employee-
responsibility
with the
of giving correct
o
~~ VAI..u.
~
information- who deliberately We take


or through negligence, gives responsibility for
inaccurate, misleading, or our decisions and
their results.


delayed information that leads to
damage to product and service
quality; customer dissatisfaction;
higher costs; lost revenues; 3. Concealing or Withholding
inefficiencies; and similar


Information
disruptions in operations shall be
Refusing to report information


penalized as follows:
on any wrongdoing or threat/
1st Offense - Seven (7) days danger to the safety of
Suspension employees, customers, property,
2nd Offense - Fifteen (15) days
interests, or to the profitability
Suspension
3rd Offense - Dismissal of the company's operations, will
be penalized according to the

@ What are my
responsibilities in
gravity of the offense.


o
protecting my Company's
name and reputation?
4. Damage to Company
Causing damage to company
Property


1 Injuring Company Reputation property shall suffer the
following penalty:

Every employee is expected
to help build and protect the 1st Offense - Fifteen (15) days


good name of the Company. Suspension
Anyone who spreads false 2nd Offense - Dismissal

rumor, embarrassing, ridiculing,


or mocking, or criticizing the
If the damage is deliberate
caused by disregard for standard
or



Company in public, shall suffer
operating procedures, the
the following penalty:
penalty shall be Dismissal.
1st Offense - Fifteen (15) days
Suspension @ What are my obligations

to keep a secure, safe

2nd Offense - Dismissal
and healthy working
2. Revelation of Confidential
Information
environment?
Refusal to Cooperate With


Revealing or releasing " 1. Security Personnel
confidential information
Refusing to cooperate with


pertaining to the Company or
security personnel in the
assisting any person to access
performance of their duties shall


such confidential information,
be dealt with as follows:
shall suffer the penalty of

.1
Dismissal.

CODE OF CONDUCT
---
1st Offense - Verbal Warning 5. Improper Wearing
2nd Offense - Written Reprimand of Company ID
3rd Offense - Seven (7) days
Penalty for failing to wear the


Suspension
4th Offense - Fifteen (15) days Identification Card on the chest

Suspension area for immediate security


5th Offense - Dismissal identification within Company

premises is as follows:
2. Unauthorized Use of Company
Property 1st Offense - Verbal Warning
Misusing company property for 2nd Offense - Written Reprimand
3rd Offense - Three (3) days
personal purposes or removing Suspension

it from the usual area without


proper approval shall be
4th Offense - Seven (7) days
Suspension

disciplined as follows: 5th Offense - Fifteen (15) days


Suspension

1st Offense - Verbal Warning 6th Offense - Dismissal


2nd Offense - Written Reprimand

3rd Offense - Seven (7) days 6. Unauthorized Use of Another


Suspension Employee's 10
4th Offense - Fifteen (15) days
Suspension Using the Identification Card of
5th Offense - Dismissal another employee for gaining

access to Company premises;


3. Carrying Deadly Weapons and consequently allowing

Unless authorized by the another to use his ID will be dealt


Company, employees who carry with the following penalties:

within company premises-


including company sponsored
1st Offense - Seven (7) days
Suspension

events- deadly weapons will be 2nd Offense - Fifteen (15) days


suspended or dismissed outright, Suspension
3rd Offense - Dismissal

depending on the gravity of the


offense.
Z Climbing Tower Without

4. Failure to Wear Prescribed


Authorization to Climb
Climbing a tower without an

Uniform
Authorization to Climb shall be
Not wearing the prescribed

penalized by either suspension or


uniform while on duty shall be
by outright dismissal depending
dealt with as follows:

upon the gravity of the offense.


1st Offense - Written Reprimand
8. Tampering Safety Systems
2nd Offense - Three (3) days

Suspension
3rd Offense - Six (6) days
Tampering Fire Protection
Appliances and Life Safety

Suspension
Systems, such as fire alarms and
4th Offense - Dismissal
extinguishers, smoke detectors,

etc., shall be penalized by either


suspension or outright dismissal,


PRIMER
depending upon the gravity of
the offense. N~R~
(:)0
9. Commission of Unsafe Acts
Unsafe acts and hazards caused We commit ourselves


to the principles and
by employees shall be penalized
best practices of
by either suspension or outright governance.
dismissal, depending upon the
gravity of the offense.
10. Failure to Act on a Preventive/
Corrective Action Request
1st Offense - Written Warning
2nd Offense - Ten (10) days

(PCAR)
Suspension
3rd Offense - Dismissal

All operating units involved in
operations and maintenance,
11. Poor Housekeeping and
Sanitation
projects and site management,
are obliged to strictly comply All employees are obliged to be


with the Company Safety, Health safety conscious and concerned
& Environmental Management with the preservation of health
policies and procedures. and good housekeeping.
Penalties for violation are:
Failure to act on a non-
compliance matter those results
in business interruption, loss of
service or fatal accident shall be
penalized with Dismissal. Under
1st Offense - Verbal Warning
2nd Offense - Written Reprimand
3rd Offense - Three (3) days
Suspension


4th Offense - Seven (7) days
other circumstances, the penalty Suspension
shall be as follows: 5th Offense - Fifteen (15) days
Suspension
6th Offense - Dismissal

THE RULES OF A DISCIPLINARY PROCEEDING

What are the rules of a
Disciplinary Proceeding?
assisted by HR, Internal Audit.
Legal and Security when needed.

" 1. Responsibility of Line
Management3
2. Nature of Disciplinary

Line managers are responsible
Proceedings
Administrative investigations

for maintaining order and
discipline, including the
shall be summary in nature and
in the interest of due process;
enforcement of rules and
the conduct of disciplinary
the Company shall use all
reasonable means to consider

proceedings, They shall be all facts in each case with speed
and objectivity.

, Line Management refers to all the officers of the Section, Department, Division or Group where the

employee con~erned is assigned.




3. Fact-finding Inquiry: Gathering
0' Evidence
CODEOF CONDUCT

6. Period of Preventive Suspension


Preventive suspension lasts for

Upon receipt of a report on


a violation. the Immediate/
thirty (30) days only and the
disciplinary proceedings are

Next Level Superior should


immediately cause a fact-finding
terminated within this period.
If the employee concerned

inquiry with the purpose of


determining the accuracy of the
report and gathering evidence.
He or she shall be assisted by the
causes delay in the procedures.
this delay is not considered in
reckoning the 30-day period.

Security. Internal Audit. HRor 7. Non-Accrual of Salaries and


Legal Divisions. Benefits During Preventive

4. NotIce 0' Administrative Charge


Suspension
During preventive suspension.

If evidence shows violation of


rules. the Immediate Superior. in
the employee is not entitled to
salaries and benefits. unless he is

coordination with the Division


Head/Group Head. issues a
later cleared of the charge.
During preventive suspension.

Notice of Administrative Charge


against the employee.
the Immediate Superior is tasked
to notify:

5. Contents of the Notice of 7.l. Payroll and Timekeeping to

Administrative Charge
The Immediate Superior and the
withhold salaries & benefits.
as well as

Division Head/Group Head sign


on the Notice of Administrative
7.2. Security Division
for retrieval of the

Charge. that specifies: Identification Card and


other company-issued

5.1. the particular acts or


properties.
omissions committed by the
employee; and 8. Answer/Explanation
5.2. directs the employee to
Within twenty-four (24) hours

explain within twenty-four


(24) hours from receipt why
from receipt of the Notice of
Administrative Charge. the

no disciplinary action should


be taken against him.
employee should submit his
written answer. Twenty Four

The notice also states


"preventive suspension" for
(24) hours extension may be
requested by an employee as

employees who may pose


serious and imminent threat
provided by law.

to Company property or to
life.
9. Administrative Hearing
Whether the employee

responds or not to the notice


of administrative charge. the


PRIMER
Immediate or Next Level Superior
with HR determines whether to
CODE OF CONDUCT

render a decision immediately


after the hearing to either


proceed with an administrative impose appropriate disciplinary
hearing. action or clear the employee of


In case of a hearing. the any charges.
Immediate Superior sends the The decision is signed by the
employee a written notice
stating the date. time and place
of hearing. He or she shall be
assisted by Security. Internal
Immediate Superior and noted
by the Division/Group Head.
In sexual harassment cases.
the decision is signed by the

Audit. HR. and/or Legal.


.'
Committee on Decorum.

10. What happens in a sexual 12. Implementation of the Decision


harassment case?
The Immediate Superior serves
Cases involving sexual the Notice of Disciplinary Action
harassment shall be heard to the employee and provides
by a Committee
composed of:
on Decorum copies to:
12.1. Payroll and Timekeeping
10.1. HR; who shall immediately
cut-off or adjust the

10.2. Legal;
salaries and benefits of the
10.3. Security; and
employee for penalties of
10.4. Union. if a union
member is involved.
suspension.
dismissal;
demotion or

The administrative hearing is 12.2. Security Division who shall


summary in nature and limited to retrieve the Identification
factual issues not clear from the Card and other properties


evidence at hand. issued to the employee for
The accused employee will be penalties of suspension or
heard and may be assisted by
his lawyer or representative. The 12.3.
dismissal; and
Human Resources Group

participation or presence of such
lawyer or representative shall
shall file in the 201 of the
concerned employee any

not be allowed to delay or in any
way detract from the summary
decision rendered in a
disciplinary proceeding.

nature of the proceedings. whether for or against
employee

11. Decision
Based on substantial evidence.
12.4. Union; if a union member
is involved
the Immediate Superior or the
Committee on Decorum. shall





NOTES -------

Primer on
Unethical Practices

Unethical, Corrupt & Other


Prohibited Practices
A Globe employee maintains the highest standards of honesty and professional

conduct. Seeking undue financial and material advantage from transactions for
Globe is a breach of trust between him and the Company.

@ What are unbecoming

4. Divulging valuable, confidential


and unethical practices? information acquired in
o These are practices that do not

your official capacity to


conform to approved standards of unauthorized persons

social or professional behavior.


@ What is gross

These are behaviors that are not negligence?


aligned with the organization's
codes of conduct that stress
o It is behavior that would naturally
honesty, responsibility,
accountability and reliability.
and reasonably result in injury,
clearly disregarding the welfare

@ What are corrupt


of the Company or consciously
ignoring adverse consequences,

o
p-a-tices7 which were evident at the time
the contract was entered into. It is

1. Requesting or receiving violating the conflict-of-interest


financial or material benefit policy.

for yourself or another from


anyone you have helped {or will @ Can I solicit gifts or

help} secure any contract or sponsorships from


purchase from Globe customers or suppliers?
2. You or any relative accepting
employment in an organization
o You cannot solicit personal gifts or
events sponsorship from potential

that you are in business with-


or within one year after such
or current customers, suppliers,
contractors and sub-contractors.

business had been terminated

3. Giving anyone unwarranted


benefits or advantages-

through partiality, bad faith


or gross negligence-in
performing your official

functions


PRIMER
Can I receive unsolicited
gifts from customers or O~~\lA~(/~

"
suppliers?
Within 48 hours of receipt, submit
We faithfully


adhere to the
the gift and a filled-out gift highest ethical
standards.


disclosure form to the Group Head.
He decides whether the gift will be
1) returned, 2) surrendered to the
Human Resources Group (HRG),or 3)
kept by the staff or Group.
Can I fraternize with
Globe's customers and
If Globe is evaluating the giver as a suppliers?


contender for any kind of project or
" These have to be interactions
product accreditation, you will have that benefit the Company, which


to return the gift. may include supplier-hosted
You may, however. keep corporate sports activities. social events or
giveaways that do not exceed
Php3,OOOin cumulative value
workshops for Globe employees.
However, these have to be
{within three months}. unsolicited and declared in advance.
The Group Head has to approve
Can a customer or
supplier sponsor my local
employee attendance, and the
Human Resources Group (HRG)has
or foreign travel?
e Official business trips that benefit
to determine that the activity meets
Globe's standards of modesty.
Globe require the Group Head's
endorsement and the President's
Unless they are work-related.

approval.
supplier-hosted activities should be
held outside of office hours.


A formally documented offer of
travel sponsorship has to layout
the itinerary and terms. In the case
of having to deliver a speech or

presentation, for example, you will
have to decline anything (other than

tokens of appreciation) that can be
considered as compensation.

Sponsored expenses also need to be
listed for the Company's reference
in processing cash advances and
reimbursements.
But a customer or supplier cannot
sponsor your trip if it is connected
to their pending business with the
Company.



NOTES ------~























Primer on
Conflict of Interest

Conflict of Interest
A
GIObe employee is above board and, at all times, exercises discretion, prudence

and mature judgment when entering transactions for the Company.


This policy instructs employees. project hires. consultants and secondees on handling

conflict-of-interest situations.

@ What are conflict-of-


interest situations?
@ What should I do in a
conflict-of-interest
o Your having a personal or financial
o
situation?

interest or consideration that is


divergent or in conflict with your
Disclose this within 24 hours, in a
memo and disclosure form. to your

professional obligations. that may


compromise or have the appearance
immediate supervisor and Group
Head.

of compromising your judgment in


the administration. management.
Potential employees. project hires or
consultants must similarly disclose

decision-making and discharge of


duties, including. but not limited to
in writing preexisting conflict-of-
interest situations before Globe can

the following:
1. You-or your middleman-doing
possibly engage their services.

business for Globe with your


spouse, relative (up to the
You are also expected to accomplish
the Related Party Disclosure Form

fourth degree of consanguinity


annually, every January.

@ Can a conflict-of-

or affinity) or former employer


(within two years before this interest situation be
considered acceptable?

transaction);
2. Having a financial interest in a o If your immediate supervisor and

business transaction where you


can officially intervene;
Group Head determine that your
work duties and responsibilities will

3. Accepting employment or
directorships outside of Globe.
not be compromised. they would
next seek the approval of the HRG

except if your Group Head


had approved this upon your
Head and the President. Only upon
their clearance can you continue

disclosure;
4. Access to sensitive information
in your current function (with
appropriate safeguards from your

that is of value to your spouse.


relative or a former employer;
Group Head).

S. Having a spouse. relative or close

friend employed by competing


companies.


PRIMER _

o
~~\JALU~

Wetake
responsibility
~



for our decisions
and their results.


@ What happens after my
conflict-of-interest
situation is considered
unacceptable?
o You will be given one month to


resolve this by
1. seeking reassignment or
2. removing your relative from the
situation. In either case. you may
continue your employment with
the appropriate safeguards.
@ What happens if I fail to
disclose my conflict-of-
interest situation?
o This subjects you to reprimand,


suspension or termination at the
discretion of your immediate


supervisor. Furthermore, violation of
this policy may be construed as an


unethical or corrupt practice having
the consequences specified under


the Unethical, Corrupt and Other
Prohibited Practices Policy.









NOTES -------



















I.!.



Primer on
Whistleblower

Whistleblower Reporting
T his policy provides a mechanism for employees. suppliers and third parties. and
business partners to report activities that violate Company policies and

regulations.

@ What is whistleblower @ What kind of protection

reporting? willi be given?


o Mechanism for any person. o If you are not involved in the
whether employed by Globe
or not. to submit information
reported improper activity. you
will not be subject to dismissal.

on suspected: violations of the


Company policy on unethical and
demotion. harassment or
discrimination. The Disclosure

corrupt practices. misappropriation


of Company assets. fraudulent
Committee will desiqnate a
Human Resources Group (HRG)

reporting practices violations of


the Company's Stock Transaction
representative as a Whistle blower
Protection Officer to ensure this.

Policy. violations of the Securities


Regulation Code. or violations of
However. if you withdraw your
disclosure. you lose the protection

the Code of Corporate Governance.


of this policy.

@ What is a protected

o
disclosure?
@ How do I report an
improper activity?

A good faith communication


on improper activities (as listed
o 1. Call the Whistleblower Hotline

0917-8189934.
above) that we protect and hold in
confidence. 2. Submit a report through the

As a whistleblower. protection Whistleblower Portal.

of your identity and that of your 3. Send a letter to the e-mail


sources will be maintained to address gt_ whistleblower@

the extent possible within the globetel.com.ph for disclosures.


legitimate needs of law and the 4. Submit a letter to Employee

investigation. Relations (ER).HR-Service


However. a disclosure is not deemed Delivery Center at 3rd Floor. GT

as a protected disclosure if it is:


false. simulated and malicious
Tower 1. Mandaluyong.

intended to harass or slur the


character or service record of

a person. or disrupt company


operations without any basis a

mockery of this policy.


PRIMER

@ VYhat happens to my

o
disclosure? ~~RN~~
(.:)0 ~
You will be notified that your
complaint has been received. The We are driven


by a culture of
ERor the Complaint Administrator
excellence.
will relay this to the Disclosure
Committee for investigation and
action.
If the Disclosure Committee is
involved in the report, this will be @ Y"hat happens to the
endorsed to the Board of Directors. investigation results?
o The Disclosure Committee submits
On the other hand, if a member
either of the Board of Directors its findings to the HRGfor the

or Employee Relations or the
Complaint Administrator is involved,
appropriate disciplinary action.
If the report finds that the improper
this will be sent to the Corporate
Secretary.
activity risks damaging Globe's
reputation or financial standing, this
@ When does a complaint will be forward to the Office of the
President and the Audit Committee
o
call for an investigation?
If the Disclosure Comrnittee-
within 10 days of HRG'sreceipt.


The Audit Committee will
composed of the Company's
recommend if the report needs to
Corporate Secretary and one


be further relayed to the Board of
representative each from HRG,
Directors.
Internal Audit, Enterprise Risk
Management (ERM)and Legal
Services Division-determines that:
1)this policy covers the complaint,
and 2) sufficient and valid evidence
If the report determines that the
investigation subject is civilly and
criminally liable, a copy will be
forwarded to the Legal Division for

supports it. the appropriate legal action.


The committee either conducts the The Disclosure Committee will
investigation or assigns a handler state in its report whether the


to present his findings. This policy investigation results will be included
protects committee members in in the employee's 201file or vendor


the reasonable exercise of their accreditation file.
functions.

WHISTLEBLOWER

to conduct an investigation is not

@ What are the role, rights


and responsibilities of a
an accusation; it is a neutral fact-
finding process.

"
whistleblower?
Unless asked to participate, you
He has the right to consult with

must refrain from investigating or


obtaining evidence on your own.
persons of his choice, including
legal representation. Unless there

Be candid and thorough with Globe-


are compelling reasons against it,
he has the chance to respond to the

authorized investigators. investigation's evidences against


Unless the Committee on Protected him.

Disclosures overrules it, you have to


be informed on the status of your
He may not withhold, fabricate or
alter evidence and testimony. These

disclosure. Until you choose to


reveal yourself, your identity will be
obstruct the investigation and call
for disciplinary action.

protected.
He will be informed of the

@ What are the role, rights investigation results. Any


and responsibilities disciplinary action against him will

of a~ i.nvestigation
participant?
follow personnel procedures.

@ Can a guilty
" If asked to participate in an
investigation, you have a duty
whistleblower
Immunity?
be granted

to cooperate. A request for


confidentiality will be honored. " The Disclosure Committee may,

You cannot discuss evidence or


testimony to the investigation
under exceptional circumstances,
with the endorsement of the

subject or with anyone else not


connected to the case.
President and approval of the Board
of Directors, grant immunity to a

Do not withhold, fabricate or alter


whistleblower who participated in
improper activity.

evidence and testimony. These


obstruct the investigation and call
However, there are conditions:

for disciplinary action. 1. he must not be the guiltiest of


the investigation subjects;

@ What are the role, rights 2. his testimony is indispensable;


and responsibilltles of an and

investigation subject?
3. he extends his full cooperation.
" Once the Disclosure Committee

informs the subject of the


allegation, he has the duty to

participate in the investigation. His


identity will be protected and he

will be informed of his right against


self-incrimination. The decision


NOTES
,


























TABLE OF CONTENTS POLICIES &: PROCEDURES

CODE OF CONDUCT

Title I
Title II
Philosophy on Discipline
General Provisions
47

ART. 1. Coverage 47

ART. 2. Uniformity of Penalties 47


ART. 3. Impersonal Imposition of Discipline 47

ART. 4.
ART. 5.
Single Penalty
Responsibility of Superiors
47
47

ART. 6.
ART. 7.
Responsibility of Employees
Obligation to Report Wrongdoing
47
48

ART. 8.
ART. 9.
Duty of Superior to Act on the Report
Effect of Disciplinary Action on
48

Career Improvement
ART. 10. Imposable Penalties
48
48

ART.11. Separate Civil or Criminal Action 48

ART. 12. Non-Exclusivity 49

Title III Offenses And Penalties

Chapter I Offenses Against Corporate Values Involving

Honesty And Integrity


ART. 13. Corruption/Extortion/Bribery 49

ART. 14. Fraud Against the Company


ART. 15. Theft. Pilferage or Misappropriation
49
49

ART. 16. Perjury or False Testimony 49

ART. 17. Falsification 49


ART. 18. Conflict of Interest 50

Chapter II Offenses Against Corporate Values Involving


Good Personal Behavior And Conduct

ART. 19. Sexual Harassment .5'1

ART. 20. Immoral or Indecent Conduct 52


ART. 21. Fighting Within Company Premises 52

ART. 22. Threats or Coercion


ART. 23. Discourtesy or Disrespect to co-employees
52
52

ART. 24. Drunkenness


ART. 25. Use or Possession of Prohibited Drugs
52
52

ART. 26. Smoking in Prohibited Places


ART. 27. Gambling
52
53

ART. 28. Failure to Report Loss Incident Occurrence 53

PROCEDURES TABLE OF CONTENTS


POLICIES

Chapter III Anti-Customer Offenses
ART. 29. Discourtesy Against Customers S3

ART. 30. Unauthorized Disclosure of Information
ART. 31. Misinformation
53
53
ART. 32. Neglect of Customer
ART. 33. Mishandling a Customer
53
54
Chapter IV Offenses Against Job Performance

ART. 34. Failure on the Job
ART. 35. Non-Observance of Standard Operating
54

Procedures
ART. 36. Failure to Provide GUidance/
54

Failure of Management
ART. 37. Sleeping While on Duty
54
54

ART. 38. Absence Without Leave be
ART. 39. Tardiness
S4
55
ART. 40. Unauthorized Undertime
ART. 41. Limiting Work Output
5S
55
ART. 42. Loitering and Abandonment of Post 55


ART. 43. Malingering 55
ART. 44. Improper Use of Sick Leave 55
ART. 45. Culpable Delay in Disposing Disciplinary Cases
Chapter V Offenses Against Teamwork
56

ART. 46. Insubordination 56


ART. 47. Abuse of Authority 56
ART. 48. Sowing Intrigues 56
ART. 49. Withholding of Cooperation
ART. 50. Withholding of Information
56
57

ART. 51. Giving False Information
Chapter VI Offenses Against The Good Name
57

And Security Of The Company

ART. 52.
ART. 53.
Injuring Company Reputation
Revelation of Confidential Information
57
57

ART. 54.
ART. 55.
Concealing or Withholding Information
Damage to Company Property
57
57

Chapter VII Offenses Against Security, Safety, Health


And Environment
ART. 56. Refusal to Cooperate With Security Personnel. 58
ART. 57.
ART. 58.
Unauthorized Use of Company Property
Carrying Deadly Weapons
58
58

ART. 59. Failure to Wear Prescribed Uniform 58


PROCEDURES
ART. 60.
TABLE OF CONTENTS POLICIES
Improper Wearing of Company 10 58

ART. 61. Unauthorized Use of Another Employee's 10 .......59

ART. 62.
ART. 63.
Allowing Another Employee to Use His 10
Climbing Tower Without Authorization to Climb
59
59

ART. 64.
ART. 65.
Tampering Safety Systems
Commission of Unsafe Acts
S9
S9

ART. 66. Failure to Act on a Preventive/Corrective Action


Request (PCAR) 59

ART. 67. Poor Housekeeping and Sanitation S9

Title IV Rules Of Disciplinary Proceedings


Rule I Preliminary Provisions

SEC 1. Responsibility of Line Management 60

SEC 2. Nature of Disciplinary Proceedings 60


Rule II Fact-Finding Inquiry

SEC 1. Gathering of Evidence


Rule III Administrative Proceedings
60

SEC 1. Notice of Administrative Charge 60

,.

SEC 2. Contents of the Notice of Administrative


SEC 3. Period of Preventive Suspension
SEC 4. Non-Accrual of Salaries and Benefits
During Preventive Suspension
Charge 60
61

61

SEC 5. Answer/Explanation
SEC 6. Administrative Hearing
61
61

SEC 7. Decision
SEC 8. Implementation of the Decision
62
62

SEC 9. Role of Payroll and Timekeeping


SEC '0. Role of Security Division
62
62

SEC n, Role of the Human Resources Group 62

Title IV Effectivity 62

UNETHICAL, CORRUPT AND OTHER


PROHIBITED PRACTICES

I.
II.
Employee Responsibility
Trust and Confidence
67
67

III.
IV.
Unbecoming and Unethical Practices
Corrupt Practices
67
70

V.
VI.
Other Prohibited Practices
Reporting of Violations
71
73


TABLE OF CONTENTS POLICIES & PROCEDURES

CONFLICT OF INTEREST
I.
Objectives 77

II.
Scope
III.
Definitions
77
77
IV.
V.
Reference
General Policies and Guidelines
78
78
VI. Waiver or Relaxation of the Policy .79


VII. Liability for Violation 79
VIII.Application to Globe Consultants and Direct Project Hires 79
IX. Policies and Guidelines in Handling Conflict-Of
Interest Prior to Hiring and Engagement
X. Policies and Guidelines in Handling Conflict-Of
Interest of Existing Covered Employee
79

80

XI. Transitory Provisions

WHISTLEBLOWER
80

I.
II.
Introduction
Policy and Coverage
85
85

III.
IV.
Definitions
Form and Contents of Disclosure
86
86
V.
VI.
Reporting Allegations of Suspected Improper Activities
Evaluation of the protected disclosure and investigation
87

of the suspected improper activity 88


VII. Roles, Rights and Responsibilities of Whistleblowers,
Investigation Participants, and Subjects of the Investigation 89
A. Whistleblowers 89
B. Investigation Participants 90
C. Investigation Subjects
VIII. Whistleblower Protection Policy
90
92
IX. Dissemination and amendment of the policy 93

FORM
Related Party Disclosure Form (F-HRG-43) 97






Policies and Procedures on
CODE OF CONDUCT

Code of Conduct
TITLE I PHILOSOPHY ON DISCIPLINE :,,='%m*=;=; _%*=*a =-==.===---!II
E very employee is expected to observe the highest standards of accountability,

performance, punctuality, honesty, integrity, courtesy, and teamwork, and thus,


contribute to the achievement of the Company's goals of customer satisfaction,

service excellence and profitability.


The Company adheres to the principle that the best form of discipline is self-discipline.
Employees must be able to discipline themselves without the compulsion of law or fear


of punishment. It is not enough that the employee should avoid doing "wrong" - he
should, consciously and as a personal commitment "do the right things the right way"

for the right purpose at the right time.


Although disciplinary action may be imposed for any wrongdoing, the overall intent is

more on the prevention of the infraction rather than the administration of the penalty.


ART. 1. Coverage - This Code shall
apply to all employees of Globe Telecom,
results in a finding that two or more
violations defined in the Code have been

Inc., Innove Communications, GXI,their


subsidiaries and affiliates.
committed, the penalty for the most
serious offense shall be applied.

ART. 2. Uniformity of Penalties - ART. 5. Responsibility of Superiors -

Discipline must be enforced


consistently. It shall be applied uniformly
It is the duty of every superior to
maintain discipline within his area

to offenders similarly situated. of responsibility. He shall be strictly


accountable for the proper discipline

ART. 3. Impersonal Imposition


of Discipline - The imposition of
and job performance of all subordinates
under him. failure of which, he shall be

disciplinary action shall be directed


against the employee's wrongdoing, not
held responsible as provided elsewhere
in this Code. Correspondingly, each

against his person or personality.


The identity of an employee who
superior shall be given sufficient
authority and power to effectively

is the subject of a Code of Conduct


process and information on any Code
discharge the foregoing responsibilities.

proceedings should be maintained in


confidence to the extent possible given
ART. 6. Responsibility of Employees-
It shall be the duty of every employee

the legitimate needs of the law and the


fact-finding process.
to familiarize himself with all the
provisions of this Code. Ignorance of

ART. 4. Single Penalty - Only one


or unfamiliarity with the provisions of
this Code shall not excuse any violation


penalty shall be imposed for each thereof.
offense. If an administrative charge

arising from one act or omission



POLICIES & PROCEDURES -
ART. 7, Obligation to Report
_

Wrongdoing - It shall be the duty
of every employee to report to o
~~VAL.u
~
management with reasonable dispatch
any information in their possession about
We take
ownership of
any offense which has been, is being,
or is about to be committed, Failure to
our actions.

do so will subject the employee to the
appropriate disciplinary action, 1
The protection of the reporting party's
identity will be maintained to the extent
(a) Verbal Warning; 1

possible, within the legitimate needs of
law and the fact-finding process, Where
(b) Written Reprimand; 3
(c) Suspension; I,
appropriate, the protected disclosure
protocols will be followed as specified in
(d) Demotion; sand

our Whistleblower policy,
(d) Dismissal. 6
In the imposition of the aforesaid
ART. 8. Duty of Superior to Act on
the Report - It shall be the duty of the
penalties. the Company may consider
any attendant aggravating or mitigating
superior to act immediately upon all
reports of violations, otherwise, he shall
circumstances,

be guilty of failure on the job, ART. 11. Separate Civil or Criminal
Action - The imposition of any of the

ART. 9. Effect of Disciplinary Action
on Career Improvement - An employee's
abovementioned penalties shall be
without prejudice to any civil. criminal

record of offenses shall diminish or
remove, as the circumstances may
or other actions which the Company
may decide to take against the erring

warrant, an employee's eligibility for
merit increases, promotion, incentives. or
employee.
The Code shall be a living document.

similar improvement in his job situation. as such, may be changed from time to
time. as may be required by any change

ART. lO.lmposable Penalties - The
following are the imposable penalties
in laws, rules and regulations that may
pertain to the behavior of employees.

under this Code: Code update shall follow our HR policy
change. approval and cascade process,

2
In relation to Policies and Procedures Manual on Whistleblower (PM-HRG06-009/00)
Verbal warning is a penalty which cautions the erring employee to refrain from committmg the same offense

l
in the future under pain of a more severe penalty, This is documented as a recall mechanism
Written reprimand is a penalty more severe than warning in the sense that it is accompanied by censure,
rebuke or sharp scolding,
4 Suspension is the temporary separation of an employee from service, When the penaity of suspension is
imposed, the number af days shall be understood to be working days,

S Demotion is the transfer at an employee to a lower rank or positian with or without the carrespanding
reduction in salary,

6 Dismissal is the permanent separation of an employee from service,




CODEOF CONDUCT

ART.12. Non-Exclusivity - Acts and prerogative of the Company to discipline


omissions which may not fall under its employees.

the offenses specified in this Code but This Code does not preclude the
are clearly prejudicial to the interest Company from applying the just causes

of the Company shall be meted out for dismissal under the Labor Code and
the appropriate disciplinary sanctions. special laws.

in consonance With the inherent

TITLE III OFFENSES AND PENALTIES --------


I
CHAPTER I OFFENSES AGAINST CORPORATE VALUES'INVOLVING
HONESTY AND INTEGRITY

ART.13. Corruption/Extortion/ (g) gives due course or approval to a

Bribery - Any employee who directly or


indirectly demands. requests. solicits.
document knowing it to be false
or erroneous.

receives. or accepts any commission.


share. or consideration. monetary or ART.15. Theft. Pilferage or

otherwise. for himself or for another


person. in connection with any contract
Misappropriation - Any employee who
steals. misappropriates. or attempts

or transaction entered into by the


Company or in connection with the
to steal or misappropriate. funds or
properties belonging to the Company or

performance of his duties. or by reason co-employee. shall suffer the penalty of


of his position or office. shall suffer the Dismissal.

penalty of Dismissal.
ART. 16. Perjury or False Testimony -
Any employee who makes untruthful

ART.14. Fraud Against the Company-


The penalty of Dismissal shall be sworn statements or gives false

imposed against any employee who: testimony on a matter subject of official


inquiry or investigation by the Company.
(a] makes a false representation of shall suffer the penalty of Dismissal.

facts;
ART. 17.Falsification - The penalty of

(b) employs any kind of deception;


Dismissal shall be imposed against any
(c) makes a false or fraudulent claim employee who:

against the Company;


(d) initiates or participates in any (a) Falsifies any company document

action intended to defraud the


Company'
or record;
(b) Enters false information on any

(e) obtains payment benefit. or gain company document or record;

from the Company to which he is (c) Makes untruthful statements in a


not entitled. narration of facts; or

(fl knowingly honors a forged


signature for his own benefit or
(d) Uses a falsified document or
certificates.

that of another person; or


POLICIES & PROCEDURES


ART. 18. Conflict of Interest 7 - It held by the spouse of the
is the obligation of every employee to employee or his relative
declare and divulge in writing to the within the fourth degree of
Company his own involvement in any consanguinity or affinity; or
conflict of interest with the Company.
Failure on the part of an employee to
divulge the same to the Company shall
(ii) the former employer of the
employee within two (2)

be penalized with Dismissal.
years prior to the date of the
transaction in question.


In general, conflict of interest will be
(b) Directly or indirectly having
deemed to exist where an employee
financial or pecuniary interest


has or may possibly have a financial or
in any business, contract or
personal interest divergent with or in
transaction over which the
conflict with his professional obligations,
or where financial or other personal
employee has the occasion to
intervene or take part in his

considerations may compromise, or
official capacity, or which will
have the appearance of compromising
require his endorsement or
the employee's judgment in the
administration, management, decision-
approval;
(c) Outside employment,

making and discharge of his official
functions. Personal interest is not directorship, officership,


confined to the personal involvement of partnership, consultancy,
the employee himself - it may also arise distributorship, or agency in


from the employee's family" or close any company or enterprise
personal relationship? with a contractor, which adversely affects the


sub-contractor. customer, competitor, employee's working efficiency
creditor or any other entity that does and productivity;
business with the Company.
While the following list of conflict of
(d) Access to sensitive information
which may be of value to a

interest situations is not exhaustive, it
illustrates the types of situations that fall
person or entity where the
controlling interest is held by:

within the purview of this Code: (i) the spouse of the employee
or his relatives within


(a) Being in an official capacity to
the fourth degree of
negotiate, procure, endorse or
consanguinity 01' affinity; or
approve a transaction for and
behalf of the Company. either by (ii) the former employer of the
employee within two (2)
himself or through a middlemen
or agent, with: years prior to the date of the
transaction in question.
(il a person, or entity where
the controlling interest is

In relation to Policies and Procedures Manual on Conflict of Interest (PM-HRG06-007/02)

7

8 Family relationship sholl include the spouse or relatives by consanguinity or affinity to the fourth degree
9 Close personal relationship shall include close friendship or professional employment by the employee
giving rise co or assuring free access to such employee.

CODEOF CONDUCT

(el Having a spouse or relative


within the fourth degree of ~~VAl.~
consanguinity or affinity with o ~
individuals in the employ of a We value
our commitment

competitor or business partner;


to our
(fl Investments or other pecuniary customers.
or material interest. directorship.
officership. partnership.

employment. consultancy.
distributorship. or agency or or excessive favors from a
contractor; sub-contractor;

sub-agency in a contractor;
sub-contractor; customer; customer; competitor; creditor;
or any other entity that does

competitor; creditor; or any


other entity that does business business with the Company or

with the Company or which is in which is in competition with the


competition with the business of business of the Company;

the Company;
(g) Borrowing money or property
(il Pre-empting the Company in
the purchase of any asset which

from. or otherwise incurring any


debt to. any of the individuals.
the Company is interested in
acquiring;

companies or enterprises
mentioned above;
UJ Taking for oneself. or passing
on to a relative or associate a

(hl Solicitation or acceptance. business opportunity which


became known to the employee


whether directly or indirectly.
of payments. commissions. because of his position in the
Company.


rebates. services or gifts of more
than nominal value. excessive


entertainment. or improper

CHAPTER II OFFENSES AGAINST CORPORATE VALUES INVOLVING


GOOD PERSONAL BEHAVIOR AND CONDUCT
I

ART. 19. Sexual Harassment - In of employment. promotions.


a work-related or employment compensation. privileges or other
environment. sexual harassment is considerations;


committed: (c) When refusal to grant the
sexual favor results in limiting.
(a) When sexual favor is solicited

as a condition for hiring. re-


employment. or continued
segregating. or classifying the
employee which in any way

employment of an employee; or
would discriminate. deprive.
or diminish employment

(bl When sexual favor is solicited


as a condition for granting
opportunities or otherwise
adversely affect said employee;


favorable terms. conditions


POLICIES & PROCEDURES _


(d) When sexual advances impair the ART. 23. Discourtesy or Disrespect
employee's rights or priviieges to co-employees - Discourtesy or
under existing labor laws; or disrespect to co-employees shall be
(e) When the sexual advances result penalized as follows:
in an intimidating. hostile. or
offensive environment for the
First Offense - Seven (7) days
Suspension


employee. Second Offense - Fifteen (15) days
Suspension
Any employee who commits the Third Offense - Dismissal
aforementioned
whether
acts, regardless of
the demand, request or ART. 24. Drunkenness - Any

requirement is accepted. shall suffer the
penalty of Dismissal.
employee who reports for work under
the influence of liquor. or who drinks

ART. 20. Immoral or Indecent
alcoholic beverages during working
hours (except on official functions) shall
Conduct - Any employee who engages
in immoral. indecent. or lascivious
be penalized as follows:



behavior. including the use of profane or First Offense - Seven (7) days
Suspension
obscene language in addressing another
Second Offense - Fifteen (15) days
person. within the company premises
during working hours or while on duty Third Offense
Suspension
- Dismissal

shall be penalized as follows:
ART. 25. Use or Possession of


First Offense - Three (3) days Prohibited Drugs - Any employee
Suspension
who uses or is found in possession
Second Offense - Seven (7) days


Suspension of prohibited or regulated drugs or
Third Offense - Fifteen (15) days narcotics shall be dismissed and/or dealt


Suspension with in accordance with the law under
Fourth Offense - Dismissal
the Comprehensive Dangerous Drug Act


(RA no. 9165).
ART. 21. Fighting Within Company
Premises - Any employee who quarrels,
ART. 26. Smoking in Prohibited
physically assaults. or engages in a fight
with a co-employee or any other person
Places- Smoking in designated smoke-
free zones in the employment premises
within company premises shall suffer the
penalty of Dismissal.
is strictly prohibited. Violation of this
rule shall subject the employee to the
ART. 22. Threats or Coercion -
following penalties:

Threatening, intimidating. or coercing a
co-employee or a third party within the
First Offense
Second Offense
-
Verbal Warning
-
Written Reprimand


company premises shall be penalized as Third Offense -
One (1) day Suspension
follows: Fourth Offense -
Seven (7) days
Suspension
First Offense - Seven (7) days
Suspension
Fifth and Subsequent Offense-Fifteen (15)
days Suspension

Second Offense - Fifteen (15) days
Suspension If the smoking was done in a place


Third Offense - Dismissal where smoking poses a threat to the


CODE OF CONDUCT

safety and security of company. the ART. 28. Failure to Report Loss

penalty shall be as follows: Incident Occurrence - Failure to report


a loss incident occurrence. such as

First Offense

Second Offense
- Fiheen (15) days
Suspension
Dismissal
motor vehicle accident involving a
service vehicle of the Company. property

ART. 27. Gambling - Any employee


damage. etc. by an employee entrusted
therewith or in physical posession

who indulges In gambling in any form at


any time within the company premises
thereof. shall be penalized as follows:

shall be penalized as follows:


First Offense - Seven (7) days
Suspension

First Offense -Written Reprimand Second Offense - Fifteen (15) days


Suspension
Second Offense Fifteen (15) days
Suspension Third Offense - Dismissal

Third Offense - Dismissal

CHAPTER III ANTI-CUSTOMER OFFENSES


,
i
I

ART. 29. Discourtesy Against ART. 31. MisinformatIOn - Giving

Customers - Discourtesy towards false. inaccurate. misleading. incomplete.


any customer in any form or delayed. or no information to customers.

aspect. including. but not limited when the employee knows. should
to rudeness. arrogance. insolence. know or is in a position to obtain such

impoliteness. disdain. contentiousness. information. resulting in inconvenience.


ungraciousness. incivility. or discomfort. dissatisfaction. or expense

inconsiderateness in word or action. to customer. shall be penalized as


shall be penalized as follows: follows:

First Offense Three (3) days


Suspension
First Offense
Second Offense
- Verbal Warning
- Written Reprimand

Second Offense

Third Offense
- Seven (7) days
Suspension
- Fifteen (15) days
Third Offense - Three (3) days
Suspension

Fourth Offense - Seven (7) days


Suspension Suspension
Fourth Offense Dismissal Fifth Offense - Fifteen (15) days

ART. 30. Unauthorized Disclosure of Sixth Offense


Suspension
- Dismissal

Information - Divulging the customer's


personal information. call details. billing ART. 32. Neglect of Customer - Failure

statement. account and history. and or refusal to respond. assist or attend to


other confidential matters without the concerns of a customer or failure or

proper authorization. shall be penalized refusal to provide prompt. efficient. and


as follows: courteous service to a customer shall be

penalized as follows:
First Offense Fifteen (15) days
Suspension First Offense - Verbal Warning

Second Offense - Dismissal Second Offense


Third Offense
- Written Reprimand
- Three (3) days

Suspension

POLICIES & PROCEDURES - _


Fourth Offense - Seven (7) days time. causing the customer to terminate
Fifth Offense
Suspension
- Fifteen (15) days
his call. or setting the Automatic
Distribution
Call
on "busy" mode resulting in

Suspension
Sixth Offense - Dismissal unanswered calls. shall be penalized as
follows:


Incompetence in responding and
attending to the concerns of the First Offense - Verbal Warning


customer shall be dealt with similarly. Second Offense - Written Reprimand
Third Offense - Three (3) days
ART. 33. Mishandling a Customer - Suspension
Disengaging
call. transferring
or dropping the customer's
the customer's call to
Fourth Offense - Seven (7) days
Suspension

an invalid channel thereby leaving the
customer's concern unresolved. leaving
Fifth Offense

Sixth Offense
- Fifteen (lS) days
Suspension
- Dismissal
the workstation for a long period of

CHAPTER IV OFFENSES AGAINST JOB PERFORMANCE

ART. 34. Failure on the Job - Any
employee who demonstrates his refusal
to dismissal depending
the offense.
on the gravity of

or inability without justifiable reason to
perform his duties and responsibilities; ART. 36. Failure to Provide Guidance/

or to accomplish
productivity
the performance
standards thereof shall be
and Failure of Management- Failure of a
superior to provide basic orientation.

meted a penalty depending upon the
gravity or frequency of the offense and
training or guidance to subordinates
in discharge of their duties and

on whether the situation is temporary or
remediable or permanent and incurable.
responsibilities, leading to violation of
company policies or existing laws shall

Where the acts amount to gross and
habitual neglect of duty or analogous to
be meted with a penalty ranging from
suspension to dismissal depending on

it. the penalty shall be as follows: the gravity of the offense.


First Offense - Verbal Warning
Second Offense - Written Reprimand
ART. 37. Sleeping While on Duty -
Sleeping while on duty shall be


Third Offense - Three (3) days penalized as follows:
Suspension
Fourth Offense -Seven (7) days First Offense - Verbal Warning

Fifth Offense
Suspension
- Fifteen (15)days
Second Offense - Written Warning
Third Offense - Seven (7) days


Suspension Suspension
Sixth Offense - Dismissal Fourth Offense - Fifteen (lS) days


Suspension
ART. 35. Non-Observance of Standard Fifth Offense - Dismissal
Operating Procedures - Willful or
intentional non-observance of standard
operating procedures for direct or
ART. 38. Absence Without Leave
- Any employee who absents himself

indirect personal gain shall be meted
with a penalty ranging from suspension
from work without the previous notice




CODE OF CONDUC'"

to his immediate superior shall be First Offense - Verbal Warning

penalized as follows:
Second Offense - Written Reprimand
Third Offense - Seven (7) days

First Offense - Two (2) days Suspension


Suspension Fourth Offense - Fifteen (15) days
Suspension

Second Offense Three (3) days


Suspension Fifth Offense - Dismissal
Third Offense - Seven (7) days

Suspension
Fourth Offense - Fifteen (15) days
ART. 41. Limiting Work Output - Any
employee who deliberately spends

Suspension
more time than reasonably necessary
Fifth Offense - Thirty (30) days
Suspension to perform his job or task, or incites.

Absence without leave for fifteen


(15) days or more shall be considered as
others to do the same shall be meted
with a penalty ranging from suspension

gross and habitual neglect of duty. for


which the penalty of Dismissal shall be
to dismissal depending on the gravity of
the offense

imposed.
ART. 42. Loitering and Abandonment

ART. 39. Tardiness - Any employee


who reports for work late for two (2)
of Post - An employee who idles
away his time within or outside of the

times. or accumulates one (1) hour


tardiness. within a 7 day attendance
company premises, or abandons his post
during working hours, shall be penalized

monitoring cycle. shall be penalized as


follows:
as follows:

First Offense - Verbal Warning

First Offense - Verbal Warning


Second Offense - Written Reprimand
Second Offense - Written Reprimand
Third Offense - Seven (7) days

Third Offense Three (3) days


Suspension
Suspension
Fourth Offense - Fifteen (15) days
Suspension

Fourth Offense - Seven (7) days


Suspension
Fifth Offense Dismissal

Fifth Offense - Fifteen (15) days


Suspension ART. 43. Malingering - Any employee
Sixth Offense - Dismissal who feigns illness or disability for

For the above sixth offense to merit


purposes of avoiding work. duty or
service. or for other personal reason,

dismissal. the first up to the sixth


offense must be committed within one
shall be penalized as follows:

calendar year. i.e.. January to December First Offense - Fifteen (15) days
Suspension
of the same year
Second Offense Dismissal

ART. 40. Unauthorized Undertime-


The penalty of Dismissal shall be

Any employee who leaves his workplace


imposed if the employee submits a
during his work time or prior to the
falsified medical certificate to justify his

expiration of his work schedule. or


feigned illness or disability.
leaves his workplace for more than one
(1)

hour thereof without the approval ART. 44. Improper Use of Sick Leave-
of his superior, shall be penalized as An employee who: (a) avails of his sick

follows: leave without informing his superior

POLICIES & PROCEDURES _


auout the nature of his illness; (b)

extends his approved sick leave without
pnot notification; or (c) refuses to be o
~~VALU~
We are U'
examined by the company-designated
physic Ian while on sick leave. shall be
relentless in
our pursuit of

penalized as follows: outstanding
performance


First Offense Written Reprimand
Second Offense Seven (7) days
Suspension
1 hird Offense - Fifteen (15) days
Suspension

Fourth Offense Dismissal

ART. 45. Culpable Delay in Disposing


First Offense

Second Offense
Seven (7) days
Suspension
Fifteen (15) days
Disciplinary Cases " Any official who
Third Offense
Suspension
Thirty (30) days


unreasonably delavs the resolution of Suspension
disciplinary cases shall be meted out the Fourth Offense Dismissal
followrng penalty

CHAPTER V OFFENSES AGAINST TEAMWORK


ART. 46. Insubordination - AI Company. 01 weakeninq or destroyinq

Company Iules and regulations
intended to be complied
are
with by all
the trust and confidence of others In
him. or undermining or destroying the

employees. and any direct order given by
superior relating to work assignment
il
authority of his superior over others shall
be penalized as follows:

must be promptly obeyed.
Penalty shall be suspension or
First Offense Fifteen (15) days
Suspension

outright dlsmissal depending
qravi ty of the offense
upon the Second Offense - Dismissal


ART. 47. Abuse of Authority
-
ART. 49. Withholding of
Cooperation- Any employee who

Abusing the exerc se of one s authority
or taking undue advantage of such
refuses 01 falls to cooperate With or who
deliberately withholds cooperation front,

authority to gain undue favors or
advantage for oneself or to oppress,
or who refuses or fails to help, assist
and provide team support to fellow

hal ass. and otherwise prejudice another
shall be penalized either by suspension
employees, whether peers. superiors. or
subordinates when such cooperation

or outright dismissal. depending upon
the gravity of the offense.
and teamwork are needed to ensure
the performance or completion of

ART. 48. Sowing Intrigues - Any
any company operation or to protect
Company's interests. shall be penalized


employee who spreads or disseminates
as follows:
false. inaccurate, misleading information


about an employee with the intent of First Offense - Fifteen (15) days
Suspension
damaging. tarnishing or besmirching
Second Offense - Dismissal


his reputation or standing within the



CODE OF CONDUC T

ART. SO. Withholding of misleading, Incomplete, or delayed


Information- Any employee who Information to a fellow employee which

refuses or fails without justifiable results in: damage to the quality of


reason, to communicate with 0 provide the Company's products and services;

information to a fellow employee when customer dissatisfaction; errors, delays,


such information or communication inefficiencies. higher costs, and similar

is authorized or needed to ensure the disruptions or irregularities in operations,


performance or completion of any losses or foregone revenues; lowering of

company operation, or for any employee employee productivity or morale; wrong


to make sound decision, or to protect or unsound decisions, or any other

the Company's interests shall be disruption or damage to the Company's


penalized as follows: effectiveness and efficiency in achievinq

Its goals, objectives and standards In an'!


First Offense Fifteen (15) days
Suspension area of its operations. shall be penalized

Second Offense - Dismissal as follows'

First Offense Seven (7) days

ART. 51. Giving False Information- Suspension


Any employee who has the Second Offense - Fifteen (15) days

responsibility to give correct Information Suspension


who deliberately or through culpable Third Offense - Dismissal

negligence, gives false, Inaccurate,

CHAPTER VI OFFENSES AGAINST THE GOOD NAME


AND SECURITY OF THE COMPANY
I:

ART. 52. Injuring Company


Reputation- Any employee who causes
data)' or assistinq any person to access
such confidential informa lion, shall

damage 01 injury to the reputation and


Image of the Company in the eyes of
suffer the penalty of Dismissal

other people, such as by spreadinq


false Iumor about the Company,
ART. 54. Concealing or Withholding
Information - Concealing or withholdin

embarrassinq. ridiculing, 01 mocking


the Company by word and/or action in
from the appropriate authorities within
the Company any informat on any

the presence of other people, whether


employees or not, or criticrzinq the
wrongdoing, or threat/danger to the
well-being or safety of the Company's

Company in public, shall suffer the


followmq penalty'
personnel. customers. property.
Interests. or to the profitability of the

First Offense - Fifteen (15) days


company's
depending
operations shall be penalized
upon the gravity of the

Suspension
Second Offense Dismissal offense

ART. 53. Revelation of Confidential


Information - Revealing or releasing
ART. 55. Damage to Company
Property - Any employee who causes

confidential information pertaining to


the Company (including. but not limited
damage to company property
suffer the following penalty:
shall

to trade secrets, marketing or financial


POLICIES & PROCEDURES --- _


First Offense - Fifteen (15) days was deliberately done or was caused by
Suspension
the employee's deviation from standard
Second Offense - Dismissal


operating procedures, the penalty shall
If the damage to company property be Dismissal.

CHAPTER VII OFFENSES AGAINST SECURITY, SAFETY,



HEALTH AND ENVIRONMENT


ART. 56. Refusal to Cooperate With ART. 58. Carrying Deadly Weapons-
Security Personnel- Any employee Unless authorized by the Company,


who refuses to cooperate with security employees are not allowed to carry
personnel in the performance of their within company premises, including


duties shall be penalized as follows: company sponsored events, firearms,
knives, explosives. and other deadly
First offense - Verbal Warning


Second Offense
weapons. Violation of this rule shall
- Written Reprimand
Third Offense - Seven (7) days subject the employee to suspension or


Suspension outright dismissal, depending upon the
Fourth Offense - Fifteen (15) days gravity of the offense.
Suspension
Fifth Offense - Dismissal ART. 59. Failure to Wear Prescribed
Uniform - Any employee who does not
ART. 57. Unauthorized Use of
Company Property - Company facilities
wear the prescribed uniform while on
duty shall be penalized as follows:
and/or equipment are to be used as may
be required by the regular work of the First Offense - Written Reprimand

employee and as the nature of work
may require. No company facility and/
Second Offense - Three (3) days
Suspension


Third Offense - Six (6) days Suspension
or equipment maybe used other than
Dourth Offense - Dismissal
that for company purposes without the
previous authorization of the company
official concerned. Any employee who
ART. 60. Improper Wearing of
Company 10 - While inside the company

uses company property for personal
purposes, or takes or removes company
premises, employees should wear his
Identification Card on his chest for

property from the usual area, shall be
penalized as follows:
immediate security identification. Failure
to comply with this rule shall subject the

First offense
Second Offense
- Verbal Warning
- Written Reprimand
employee to the following penalties:



First Offense - Verbal Warning
Third Offense - Seven (7) days Second Offense - Written Reprimand
Suspension
Third Offense - Three (3) days
Fourth Offense

Fifth Offense
- Fifteen (15) days
Suspension
- Dismissal
Fourth Offense
Suspension
- Seven (7) days


Suspension
Fifth Offense - Fifteen (15) days
Suspension
Sixth Offense - Dismissal




'. ART. 61. Unauthorized Use of Another
CODEOF CONDUCT

ART. 66. Failure to Act on a

Employee's ID - Any employee who


uses the Identification Card of another
Preventive/Corrective Action Request
(peAR) - All operating units of the

employee for the purpose of gaining Company, including employees involved


entry to the company premises or in operations and maintenance of
offices shall be penalized as follows: buildings, facilities or sites; or those


involved in the implementation of
First Offense - Seven (7) days
Suspension projects, i.e., construction and telecom
Second Offense - Fifteen (15) days works; and those involved in other
Suspension activities relating to site management,
Third Offense - Dismissal are obliged to strictly comply with

ART. 62. Allowing Another Employee


Safety, Health & Environmental
Management policies and procedures of

to Use His ID - Any employee who


allows his Identification Card to be used
the Company. Any Preventive/Corrective
Action Request (PCAR)must be acted

by another employee shall be penalized


as follows:
upon with dispatch.


Failure to act or close a Preventive/
First Offense - Seven (7) days Corrective Action Request (PCAR)on a
Suspension

Second Offense - Fifteen (15) days


Suspension
matter relating to non-compliance with
standard operating procedures resulting

in business interruption, loss of service


Third Offense - Dismissal
or fatal accident shall be penalized with
ART. 63. Climbing Tower Without


Dismissal. Ifthe omission did not result
Authotization to Climb - Any
in business interruption. loss of service
employee who climbs a tower without


or fatal accident, the penalty shall be as
an Authorization to Climb shall be follows:
penalized by either suspension or

outright dismissal depending upon the


gravity of the offense.
First Offense
Second Offense
- Written Warning
- Ten (10) days

ART. 64. Tampering Safety Systems-


Tampering Fire Protection Appliances
and Life Safety Systems, such as fire
Third Offense
Suspension
- Dismissal

ART. 67. Poor Housekeeping


Sanitation - Clean and healthy
and

alarms, fire extinguishers, smoke


detectors, etc., shall be penalized either
surroundings is conducive to work
and appealing to customers. All

by suspension or by outright dismissal


depending upon the gravity of the
employees, therefore. are obliged to be
safety conscious and concerned with

offense. the preservation of health and good


housekeeping. Spitting, throwing papers,

ART. 65. Commission of Unsafe


Acts - Commission of unsafe acts and
cigarette butts. trash, etc. on the floor,
including improper use of toilet facilities

hazards that endanger co-employees


and company property shall be
are strictly prohibited. Violation thereof
shall be penalized as follows:

penalized either by suspension or by


outright dismissal depending upon the

gravity of the offense.

POLICIES & PROCEDURES


First Offense - Verbal Warning Fourth Offense - Seven (7) days
_

Second Offense
Third Offense
- Written Reprimand
- Three (3) days Fifth Offense
Suspension
- Fifteen (15) days


Suspension Suspension
Sixth Offense - Dismissal

TITLE IV RULES OF DISCIPLINARY PROCEEDINGS



RULE I PRELIMINARY PROVISIONS
SECTION 1. Responsibility of Line
Management 10 - The maintenance
of order and discipline is basically a
SECTION 2. Nature of Disciptinary
Proceedings - Disciplinary proceedings


or administrative investigations shall
Line Management responsibility. Thus, be summary in nature. The rules of


enforcement of rules, including the procedure and evidence as applied
conduct of disciplinary proceedings, in judicial proceedings shall not be


is a Line Management function. He or controlling. The Company shall use all
she shall be assisted by HR, Internal reasonable means to ascertain the facts


Audit, Legal and/or Security as may be in each case speedily and objectively. all
warranted by the circumstances of each in the interest of due process.


case.

RULE II FACT -FINDING


SECTION 1. Gathering of Evidence-
INQUIRY
to be conducted for the purpose of
Upon receipt of a report. verbal or
written. signed or unsigned. that
determining the veracity of the report
and gathering the necessary evidence.
a violation of company rules and
regulations has been committed or is
which may be in the form of documents
or sworn statements of witnesses. For
being committed. the Immediate or
Next Level Superior concerned shall
this purpose. the Immediate Superior
shall be assisted by Security. Internal
immediately cause a fact-finding inquiry Audit. HR and/or Legal Divisions.

RULE III ADMINISTRATIVE PROCEEDINGS

SECTION 1. Notice of Administrative
Charge - If the evidence gathered shows
SECTION 2. Contents of the Notice of
Administrative Charge - The Notice of

that an infraction has been committed.
the Immediate or Next Level Superior.
Administrative
the Immediate
Charge shall be signed by
Superior and noted by the

in close coordination
Head/Group
with the Division
Head. shall issue a Notice
Division Head/Group Head. and shall:


of Administrative Charge against the
employee concerned.
(a) Specify the particular
omissions committed
acts or
by the

employee; and


10 Line Management refers to all the officers of the Section. Department, Division or Group where the employee


concerned is assigned.

_______ CODEOF CONDUCT

(b) Direct the employee to explain SECTION 5. Answer/Explanation -

within twenty-four (24) hours


from receipt why no disciplinary
Within twenty-four (24) hours from
receipt of the Notice of Administrative

action should be taken against


him.
Charge. the employee shall submit his
written answer. Twenty Four (24) hours

If the continued presence of the extension may be requested by an


employee as provided by law.

employee poses a serious and imminent


threat to the property of the Company SECTION 6. Administrative Heanng -

or to the life of co-employees. the


employee concerned shall be placed
Upon receipt of the answer/explanation.
or if the employee does not submit any

under preventive suspension. and this


answer/explanation. the Immediate
matter shall be stated in the Notice of
Superior with HR shall determine

Administrative Charge.

SECTION 3. Period 01 Preventive


whether or not there is a necessity to
conduct administrative hearing.

Suspension - The preventive suspension If the Immediate Superior (IS)and


HR deem it proper to conduct an

shall last for thirty (30) days only. The


disciplinary proceedings should be administrative hearing. the ISshall send
to the employee a written notice stating

terminated within this 30-day period. If


the disciplinary proceedings could not be the date. time and place of hearing.
terminated during the 30-day period due In the conduct of the administrative

to a cause attributable to the fault of the hearing. the Immediate Superior may
shall be assisted by HR. Internal Audit.

employee. such period of delay shall not


be considered in reckoning the 30-day Legal and/or Security.

period. Cases involving sexual harassment


shall be heard by a Committee on
SECTION 4. Non-Accrual of Salaries

Decorum composed of representatives


and Benefits During Preventive from:
Suspension - During the 30-day period

(a) HR;
of preventive suspension. the employee
is not entitled to salaries and benefits. (b) Legal;

unless he is later exonerated of the


charge.
(c) Security; and

To ensure that the employee is not


(d) Union. if a union member is
involved.

paid any salaries and benefits during


The administrative hearing shall
the period of his preventive suspension.
be summary in nature and shall be

the Immediate Superior shall notify


limited to factual issues not clear or
Payroll and Timekeeping about the
ascertainable from the evidence at
preventive suspension of the employee.

The Immediate Superior shall likewise


notify the Security Division about the
hand. The employee shall be given
ample opportunity to be heard and if

preventive suspension to enable it to


retrieve the Identification Card and other
he so desires. he may be assisted by his
lawyer or representative. However. the

company-issued property.
participation or presence of such lawyer
or representative shall not be allowed to

POLICIES & PROCEDURES


unduly delay or in any way detract from
--- -- ------------

(a) Payroll and Timekeeping;


the summary nature of the proceedings. (b) Security Division; and

SECTION 7 Decision - After the
termination of the administrative
(c) Human ResourcesGroup.
(d) Union; if a union member is
hearing. the Immediate Superior
or the Committee on Decorum.
involved

shall immediately render a decision
imposing the appropriate disciplinary
SECTION 9. Role of Payroll and
Timekeeping - Upon receipt of the

action or exonerating the employee.
if the evidence does not establish any
notice of disciplinary action. Payroll and
Timekeeping shall immediately cut-off

infraction.
The decision shall be rendered on
or adjust the salaries and benefits of
the employee who was meted out the

the basis of substantial evidence. which
means such relevant evidence which
penalty of suspension. demotion. or
dismissal.

a reasonable mind might accept to
support a conclusion and shall state
SECTION 10. Role at Security

the factual basis for exoneration or
imposition of the disciplinary action.
Division - Upon receipt of the notice of
disciplinary action. the Security Division

The decision shall be signed by the
Immediate Superior and noted by the
shall retrieve the Identification Card and
other properties issued to the employee

Division Head/Group Head. In sexual
who was meted out the penalty of
suspension or dismissal.


harassment cases.the decision shall be
signed by the Committee on Decorum. SECTION 11. Role of the Human


Resources Group - Any decision
SECTION 8. Implementation of the rendered in a disciplinary proceeding.
Decision - The Immediate Superior shall


whether for or against an employee.
serve the Decision to the employee. shall be filed by the Human Resources
Simultaneous with the service of the


Group in the 201 Files of the concerned
decision. the Immediate Superior shall employee.
notify and furnish a copy of the decision
to:

TITLE V EFFECTIVITY "'""'=;----------:-========:~~Z!!!

This Code of Conduct shall take effect on 06 August
Done in Mandaluyong City on 01 August 2007.
2007.









NOTES -------


,--------- NOTES







1














J


Policies and Procedures on
Unethical Practices

Unethical, Corrupt and Other


Prohibited Practices
I. EMPLOYEE RESPONSIBILITY m=;;:~~~~Ii\liIIilml~ __

I tis every employee's responsibility to protect the interest and integrity of Globe
and to maintain the highest standards of professional conduct expected of all
Globe employees. The employee should. therefore. maintain the highest degree of
honesty. integrity and devotion to duty. with full awareness that any misconduct or

misdemeanor on his part may constitute a breach of trust and confidence that Globe
has reposed to him.

II. TRUST AND CONFIDENCE

The employee. by virtue of his employment. is bound not to betray that trust by
seeking to gain any undue personal or pecuniary advantage (other than the rightful


proceeds of employment) from his dealings with or for and in behalf of the Company.

3.1. Solicitation of gifts. presents unbecoming and is

or other personal benefits from


suppliers. contractors. sub-
strictly prohibited.


3.1.2. Solicitation of gifts or
contractors of contractors. their other personal benefits
employees or agents. as well


from the Covered
potential suppliers. contractors Persons in connection
and sub-contractors. or


with or in consideration
from customers or potential of business with the
customers. including but


Company or help to be
not limited to persons given by the employee in
applying for accreditation as


business with Company
suppliers. contractors or sub- is considered a corrupt
contractors. persons or entities


practice and shall be
requesting for type-approval covered by the Corrupt
of equipment. and bidders


Practices provision of this
on projects (collectively. policy.
the "Covered Persons") is
considered unbecoming of 3.2. Receipt of unsolicited gifts
from customers or suppliers
an employee and is strictly

prohibited.
during national festivities such
as Christmas. during which it


3.1.1. Requesting the Covered is customary to give or receive
Personsto host any of gifts. is not prohibited. but


the activities mentioned must be declared regardless of
in Sec. 3.3 hereof is amount.


likewise considered



POLICIES & PROCEDURES ------------


3.2.1. Upon receipt of a gift the Sec. 3.2; [ii] food gifts,
employee must within gifts of liquor and gifts


48 hours from receipt of personal toiletries
of the gift fill out a gift worth more than Php


disclosure form (F-HRG- 3,000 must also be
44) and submit that form declared and approved in


together with the gift to accordance with Sec. 3.2.;
the Group Head who shall (iii) a series of gifts given


decide whether (1) the within three(3) months
same shall be returned the cumulative value


to the giver, or (b) should of which exceeds Php
be surrendered to HRG, 3000 must likewise be


or (c) kept by the staff declared and approved in
or the Group. The Group accordance with Sec. 3.2.


Head must sign off on 3.3. Unsolicited gifts that are purely
the disposition of the gift due to personal or family


and the form must be relationships are not covered
submitted to HRG within by this policy.


one week from receipt of
3.4. The foregoing notwithstanding,
the gift.
an employee must return to
3.2.2 As an exception however,
the following may be
the giver any unsolicited gift
of any value received during

kept by the employee
and need not be declared:
a period of time when the
giver is subject of evaluation
(i) company give-aways
Covered Persons bearing
by Globe, including but not
limited to periods of time
the Covered Person's
name or logo which are
when the vendor is undergoing
shortlisting for tenders, has
of insignificant value.
such as umbrellas. diaries
been included as a contender
a Request for Proposal, Request
in

and planners, T-shirts,
jackets. sports bags and
for Quotation, Request for
Indication of Interest, bidding,

the like; (ii) gifts of food,
liquor, and personal
toiletries.
3.2.3. The foregoing
accreditation, product type-
approval, and other similar
activities.
.1

3.5. A customer or supplier's offer
notwithstanding (i) a to sponsor local or foreign
company give-away


travel, which travel is not the
worth more than other party's obligation to
P3,OOO however shall be


provide under any contract
considered significant or undertaking, should be
and must be declared and


declined if it does not meet the
approved by the group following conditions:
head in accordance with



UNETHICALPRACTICES

3.5.1 It is for contract signings, to by the Company

training or attendance at
conventions, assemblies
in processing cash
advances and expense

or otherwise related to
the Company's business
reimbursements related
to the travel.

and which benefit the


Company; and
3.6 The company encourages its

employees and the Covered


3.5.2 It is not in connection Personsto deal with each other

with or in consideration on a purely professional basis


of any pending business and to minimize fraternizing

with the Company; and


3.5.3 Such travel has been
with each other unless such
contact benefits the company.

endorsed by the Group


Head and approved
Therefore:
3.6.1 Sports activities hosted

by the President prior


to taking such trip.
by suppliers and vendors
specifically and only

The Group Head's


endorsement should
for Globe employees,
or exclusively between

be based on the careful


review of formally
Globe employees and
the vendor's staff and

documented offer of
travel sponsorship that
employees, whether
individually or in groups,

sets out the itinerary,


including terms and
are permitted forms of
interaction only if they

arrangements for
the travel such as: (i)
are (i) unsolicited, (ii)
properly declared prior

Any required labor


from the employee
totheactualeventand
(iii) the employees'

such as the rendition


of presentations or
attendance is approved
by the Group Head

speeches. In this case,


the employee should
concerned.
3.6.2 Short-duration social

refuse to accept anything


(other than tokens of
activities such as parties,
lunches and dinners

appreciation) which
can be construed as a
hosted by suppliers and
vendors that have no

form of compensation.
(ii) Expensesthat will
work-related agenda are
not prohibited provided

befortheaccountof
the Covered Persons,
they are (i) unsolicited; (ii)
declared prior to the

including billing
arrangements with the
actual event and (iii) the
employees' attendance

travel agent and hotel.


This will be referred
must be approved by
the immediate superior


POLICIES & PROCEDURES
concerned. Moreover.
_

these must be of modest
value only. Offers for such o
~~ VAl(/.
We take ~
activities where the cost
exceeds Php 1.000 per
ownership &
responsibility

head should be declined.
for our actions.
decisions their


3.6.3 Long-duration social results.
activities which are
3.6.4 All the foregoing


work-related such as
team-buildings. product activities hosted by
the Covered Persons


workshops, project kick-
offs and the like. hosted except for work-related
activities should be held


by suppliers and vendors
are allowed provided outside of office hours.
they are (i) unsolicited.
(ii) declared prior to the
3.6.5 Raffle prizes or gifts
or tokens to be given

event and approved
by HRGand the Group
duringanyoftheabove
occasions (whether

Head. and (iii)subject to
standards of modesty. as
work-related or not)
should be declared in


determined by HRG. accordance with the gift
policy stated in Sec. 3.2
hereof.



IV. CORRUPT PRACTICES
The following are deemed corrupt another, from any person for
practices:
4.1 Directly or indirectly requesting
whom the employee. in any
manner or capacity. has secured
or receiving any gift. present.
share. percentage or benefit for
or will secure or obtain or
will help to secure or obtain,
himself or any other person, in
connection with any contract
any contract, purchase or
award from the Company, in
or transaction between the
Company and any other party.
consideration for the help given
or to be given.
whether or not the employee.
in his official capacity. has any
4.3 Accepting or having any

participation. negotiation.
procurement, endorsement,
member of his family accept
employment in a private

approval. or intervention in any
manner whatsoever.
enterprise that has pending
official business with him

4.2 Directly or indirectly requesting
during the pendency thereof
or within one year after the

or receiving any gift. present
or other pecuniary or material
termination of such official
business.

benefit for himself or for

UNETHICALPRACTICES

4.5 Divulging valuable information

4 4 Causing any undue injury to the


Company or giving any private of a confidential character.
acquired by him in his official

party unwarranted benefits.


advantage or preference in capacity. to unauthorized
persons.

the discharge of his official


functions through manifest

partiality. evident bad faith or


gross inexcusable negligence.

V. OTHER PROHIBITED PRACTICES

5.1 Employees are expected to


exercise due diligence in
Sec. 31. Liability of directors,
trustees or officers. - Directors

their work and protect the


Company's interest at all
or trustees who willfully and
knowingly vote for or assent to

times. Therefore, the Company


punishes gross negligence
patently unlawful acts of the
corporation or who are guilty

in entering on behalf of the


Company, into any contract
of gross negligence or bad
faith in directing the affairs of

or transaction patently and


grossly disadvantageous to the
the corporation or acquire any
personal or pecuniary interest

Company, whether or not the


employee benefited thereby.
in conflict with their duty as
such directors or trustees shall

511 Gross negligence is the


pursuit of a course of
be liable jointly and severally for
all damages resulting therefrom

conduct that would


naturally and reasonably
suffered by the corporation, its
stockholders or members and

result in injury. It is an
utter disregard of the
other persons.
When a director, trustee or

welfare of the Company


or consciously ignoring
officer attempts to acquire
or acquires, in violation of his

adverse consequences
which were clearly
duty, any interest adverse to
the corporation in respect of

evident at the time the


contract was entered
any matter which has been
reposed in him in confidence,

into. as to which equity imposes a


disability upon him to deal in

5.2 All violations of the Conflict


of Interest policy (ref. no. PM- his own behalf, he shall be liable
as a trustee for the corporation

HRG06-007)
and must account for the profits
5.3 For members of the Board of which otherwise would have

Directors. violations of Sections


37-34 of the Corporation
accrued to the corporation.

Code of the Philippines. and


violations of the Code of

Corporate Governance.


POLICIES & PROCEDURES
Sec. 32. Dealings of directors, directors or trustees involved
trustees or officers with the
corporation. - A contract of
is made at such meeting:
Provided. however. That the
the corporation with one or
more of its directors or trustees
contract is fair and reasonable
under the circumstances.
or officers is voidable. at the
option of such corporation.
Sec. 33. Contracts between


corporations with interlocking
unless all the following directors. - Except in cases
conditions are present:


of fraud. and provided the
1. That the presence of such contract is fair and reasonable


director or trustee in the under the circumstances.
board meeting in which the a contract between two or


contract was approved was more corporations having
not necessary to constitute a interlocking directors shall not


quorum for such meeting; be invalidated on that ground
2. That the vote of such alone: Provided. That if the I


director or trustee was not interest of the interlocking
necessary for the approval of director in one corporation is


the contract; substantial and his interest
3. That the contract is fair in the other corporation or


and reasonable under the corporations is merely nominal.
circumstances; and he shall be subject to the


provisions of the preceding
4. That in case of an officer. the
section insofar as the latter
contract has been previously


corporation or corporations are
authorized by the board of
concerned.
directors.
Where any of the first two
conditions set forth in the
Stockholdings exceeding
twenty (20%) percent of the

preceding paragraph is absent.
in the case of a contract with
outstanding capital stock shall
be considered substantial

a director or trustee. such
contract may be ratified by
for purposes of interlocking
directors.

the vote of the stockholders
representing at least two-
Sec. 34. Disloyalty of a
director- Where a director. by
thirds (2/3) of the outstanding virtue of his office. acquires for
himself a business opportunity


capital stock or of at least two-
thirds (2/3) of the members in a which should belong to the
meeting called for the purpose: corporation. thereby obtaining
Provided, That full disclosure
of the adverse interest of the
profits to the prejudice of such
corporation, he must account
to the latter for all such profits
by refunding the same. unless
his act has been ratified by
a vote ofthe stockholders



UNETHICAL PRACTICES

owning or representing at notwithstanding the fact that

least two-thirds (2/3) of the


outstanding capital stock. This
the director risked his own
funds in the venture.

provision shall be applicable.

VI. REPORTING OF VIOLATIONS ---~~------.,

Employees who witness violations of this policy should report the same to the
Human ResourcesGroup.


,--------- NOTES






















I


Policies and Procedures on
Conflict of Interest
CONFLICTOF INTEREST

----------------------------------------

Conflict of Interest
I.

T
OBJECTIVES
o provide guidelines that would define a conflict-of-interest situation and that

would direct employees in the manner by which they are to conduct themselves
when placed in such situation/so

II. SCOPE

This policy shall apply to all regular employees, officers and directors of Globe
and Subsidiaries, including consultants/project hires seconded to or engaged on a full-

time basis by Globe, although they are not considered as a Globe regular employee
(hereafter referred to as Covered Employee/s). This will automatically form part of the

existing Globe Code of Conduct booklet.

III. DEFINITIONS
Conflict-of-Interest - a situation where a Covered Employee has or possibly

may have a personal or pecuniary interest divergent or in conflict with his professional
obligations, or where financial or other personal considerations may compromise,

or have the appearance of compromising, the Covered Employee's judgment in the


administration, management, decision-making and discharge of his official functions.

Conflict of Interest situations shall include, but are not limited to the following:

1. Being in an official capacity to Covered Employee has the


negotiate, procure, endorse occasion to intervene or take

or approve a transaction for part in his official capacity,


and in behalf of the Company, or which will require his

either by himself or through a endorsement or approval.


middleman or agent, (a) with 3. Outside employment and/or

a person, or a company where personally held directorships


the controlling interest is held outside of Globe, except as

by a person who is the spouse disclosed by the Covered


of the Covered Employee Employee and approved by his

or is related to the Covered Group Head.


Employee within the fourth
4. Access to sensitive information

degree of consanguinity or
affinity, or (b) with one who which may be of value to a
person or a company where the

is the Covered Employee's


former employer within two (2) controlling interest is (a) held by
a person/s, who is the spouse of

years prior to the date of the


transaction in question. the Covered Employee or related
to the Covered Employee within

2. Otherwise directly or indirectly


having financial or pecuniary
the fourth degree of affinity
or consanguinity, or (b) who /

interest in any business,


contract or transaction in
which is the Covered Employee's
former employer within two (2)

connection with which the


POLICIES & PROCEDURES
years prior to the date of the individuals in the employ of
transaction in question. competitor companies or
business partners.

5. Having a spouse or a relative
within the fourth degree of 6. Such other instances analogous


consanguinity or affinity with to the foregoing.

IV. REFERENCE

..Wi ,ii 11lIf!!S

PM - HRG06- 008 Unethical, Corrupt and other Prohibited Practices

V. GENERAL POLICIES AND GUIDELINES ----.......,.,...-'-



1. It is everyCoveredEmployee's
responsibility to protect the
in three (3) copies to the Group
Head, who shall retain a copy

interests and integrity of Globe
and to maintain the highest
for himself and forward the
remaining 2 copies to the Head

standards of conduct when
performing his duties and
of the Human Resources Group.
5. Apart from the regular
responsibilities and in entering
into, negotiating or procuring
disclosure, any Covered
Employee who may, at any
transactions for and in behalf of
the Company.
time, find himself in any of the
conflict-of-interest situation
2. Every Covered Employee is
enjoined to exercise utmost
should, within twenty-four
(24) hours from the discovery
discretion, prudence and mature
judgment in the discharge of
of such, disclose the same in
a written memo to his Group
his duties and responsibilities
to avoid conflict-of-interest
Head, attaching thereto
the Disclosure form. The
situations or any appearance
thereof.
procedures in the handling of
conflict-of-interest situations
3. Covered Employees to be hired of existing Covered Employees
are further explained at a later
or engaged by the Company are
advised to disclose pre-existing portion of this policy.

conflict-of-interest situations
as defined in this policy. The
6. The failure to disclose the
existence of a conflict-of-

procedures in the handling of
conflict-of-interest situations
interest situation is deemed by
the Company as an actionable


prior to hiring or engagement offense. Physical or pecuniary
are further explained at a later damage to the Company is not


portion of this policy. an element of this offense;
4. Existing Covered Employees rather, it is the breach of the
must accomplish on an annual
basis on or before the end of
employee's duty of utmost
loyalty to the Company and


January of each year the Related integrity and honesty in all
Party Disclosure form (F-HRG- acts that the penalty seeks to
43). The form shall be submitted address.



CONFLICTOF INTEREST

VI. WAIVER OR RELAXATION OF THE POLICY --=========m


The President and the Head of the Human Resources Group are given the joint

authority, to waive or relax the conflict-of-interest in their reasonable discretion,


except in the cases where the waiver or relaxation will result in the violation of existing

laws, rules and regulations.

VII. LIABILITY FOR VIOLATION =::::;'::::=:'iIIl'il'IA'I_":1

1":'"1 ~

A violation of this policy may, under the circumstances, be construed as an


unethical or corrupt practice subject to the consequences under the Unethical, Corrupt

and Other Prohibited Practices Policy (ref. no. PM-HRG06-008) of the Company.
However, whether or not such violation constitutes an unethical or corrupt practice,

a violation of this policy may subject the employee to reprimand, suspension or


termination, within the discretion of his Immediate Superior.

VIII. APPLICATION TO GLOBE CONSULTANTS -:-=miilli_ ...__ ""*m%iWD~!I!i:.

AND DIRECT PROJECT HIRES

Consultants and project hires of the Company shall be made to sign, as a pre-
condition to engagement of their services, their conformity to this policy. This shall
include the accomplishment of the annual Related Party Disclosure form.

IX. POLICIES AND GUIDELINES IN HANDLING CONFLICT -


OF-INTEREST PRIOR TO HIRING AND ENGAGEMENT:

1. All Covered Employees for


hiring or engagement must
Human ResourcesGroup and
the President must be sought

disclose pre-existing conflict-


of-interest situations as
by them.
3. Should the Head of Human

defined in this policy, Strategic


Staffing for regular employees
Resourcesand the President
also find the conflict-of-

to be hired and the line


requisitioner for consultants
interest situation acceptable,
the hiring or engagement of the

and project hires. shall be


tasked with the responsibility
candidate may be pursued.
4. Should at any point in the

of requiring such disclosure


from the candidate. hiring process, the candidate's
prospective Immediate

2. Should the prospective


Immediate Superior and Group
Superior. Group Head, Head of
Human ResourcesGroup or the

Head of the Covered Employee


find the disclosed conflict-of-
President find the conflict-of-
interest situation unacceptable,

interest situation acceptable,


vis-a-vis the duties and
the hiring or engagement of the
subject candidate shall not be

responsibilities of the position,


the approval of the Head of
pursued.


POLICIES & PROCEDURES -
X. POLICIES AND GUIDELINES IN HANDLING CONFLICT -
OF-INTEREST OF EXISTING COVERED EMPLOYEES: ~

1. A Covered Employee must not
put himself in a conflict-of-
Superior, Group Head, Head
of Human Resources Group
interest situation. In the event
a Covered Employee finds
or the President find the
conflict-of-interest situation
himself in such a situation, he
should disclose the same to his
unacceptable, the Covered
Employee will be afforded one
Immediate Superior and Group
Head.
(1)month to cure the conflict-
of-interest situation by seeking
2. Should his Immediate Superior reassignment/redeployment
opportunities to functions

and Group Head find the
disclosed conflict-of-interest where the same conflict-
of-interest situation would


situation acceptable, vis-a-vis
the duties and responsibilities not exist or by the Covered
Employee's related party's own


of his position, the approval of
the Head of Human Resources relinquishment or removal from
the situation giving rise to the


and the President must be
sought by them. conflict. In such an event, the
employee may continue in his
3. Should the Head of Human
Resources Group and the
employment or engagement
under his new assignment with
President also find the
conflict-of-interest situation
the appropriate safeguards set
in place by his Group Head, as
acceptable, the Covered
Employee may continue in
needed.


his current function with the 5. Should the conflict-of-interest
appropriate safeguards set in situation remain after the


place by the Group Head, as above one (1)month period, the
needed. employment or engagement


of the Covered Employee shall
4. Should at any point in the be terminated for reasons of
above process, the Covered


conflict -of-interest.
Employee's Immediate

XI. TRANSITORY PROVISIONS: m.:.~IIISriNII{m.ilNIJW;:~~

any pre-existing conflict-of-



1. The revised Conflict-of-Interest
policy shall be made known interest situation, without
to all Covered Employees at fear of being charged for non-
least one (1)month before its disclosure.


implementation. 3. Declared conflict-of-interest
2. Upon its announcement and situations shall be addressed
until its implementation, all
Covered Employees shall be
consistent with the provisions
of this policy except as the

given the opportunity to declare punitive part thereof.



CONFLICTOF INTEREST

4. Undeclared conflict-of-

interest situations discovered


after the implementation of

this policy shall be treated as


a case of failure to disclose

the existence of a conflict-of-


interest situation, dishonesty,

and breach of the Covered


Employee's loyalty to the

Company.

5. The revised Conflict-of-


Interest policy shall take effect

on January 1, 2007.

~:

,-------- NOTES
























Policies and Procedures on
Whistleblower

Whistleblower

I.
G
INTRODUCTION -------------.
LOBE is committed to compliance with laws and regulations to which it is subject

and to conduct Its business In accordance with ethical standards. All officers and
employees of the Company. and all suppliers and business partners of the company. are

thus required to observe and practice high standards of business and personal ethics in
the conduct of their duties and responsibilities.

This Policy provides a formal mechanism for employees. suppliers and third parties
to submit reports of improper activities perpetrated by the company's employees.

officers and directors. and suppliers and partners. that violate laws and regulations.


company policies. the company's Code of Conduct. or which violate the company's
ethical standards. Submitted reports will be investigated according to the protocols
established in this policy. and the responsible submission of complaints In good faith

shall be protected by the company.

With the promulgation and dissemination of this policy. the company hopes that
persons in possession of information of improper activities will surface this information

formally and on a timely basis in order to give management the opportunity to take
action and address such improper activities in order to protect company assets.

interests. and reputation.


This Policy does not fundamentally change the responsibility for conducting

investigations but clarifies normal jurisdictional interests and processes by which


complaints are to be dealt with.

In all instances the Company retains the prerogative to determine when circumstances
warrant an investigation and. in conformity with this Policy and applicable laws and

regulations. the appropriate investigative process to be employed.

II. POLICY AND COVERAGE


This Policy provides a formal (f) violations of the Code of

mechanism for any person, whether Corporate Governance


employed by Globe or not, to submit (g) unethical conduct
information or allegations of suspected-
The following are not covered in this

(a) violations of the Company's


Corrupt Practices Policy
Policy:
(a) Individual employee grievances

(b) acts of Company asset


misappropriation
and complaints regarding terms
and conditions of employment

(c) fraudulent reporting practices will continue to be reviewed


under the applicable personnel


(d) violations of the Company's
Stock Transaction Policy policies or collective bargaining
agreement.


-.
(e) violations of the Securities
Regulation Code (b) Complaints of violations of the
company's Code of Conduct
POLICIES & PROCEDURES _
initiated by a superior against (c) Allegations of ISRor other illegal
a subordinate by way of a
disciplinary action shall be
conduct by the company's
customers, suppliers or vendors
subject to existing processes on
disciplinary action as provided in
shall be referred to Usage Fraud
Management as part of existing
the Code of Conduct. processes.

;====::; :' :=:=::; =:::::::,_~~_....=._.;..:':=~1'~ __


III. DEFINITIONS ~!m:u:a; 1!IiIIUI1Il1ll1l



Improper Activity any activity by a activity which is protected under this
Company officer, employee, supplier or Policy.


business partner which
Whistleblower. A person making a
(a) Is a violation of the Company's protected disclosure
Corrupt Practices Policy;
(b) Is an act of Company asset
Whistleblower Hotline. A telephone
number designated by the company's
misappropriation
(c) A fraudulent reporting practice
Enterprise Risk Management (ERM)
group for receiving reports of improper
(d) A violation of the Company's
activity

Stock Transaction Policy
(e) A violation of the Securities
Regulation Code
Whistleblower Portal. The portal set up
for the purpose of receiving Disclosures.
Disclosure Committee. The committee
formed to investigate Disclosures made


(f) A violation of the Code of
under this Policy
Corporate Governance


(g) Is otherwise unethical Complaint Administrator The person
in charge of administering the
Disclosure. Any communication on, or Whistleblower Portal, and receiving,
allegation of, Improper Activity
Protected Disclosure. Good faith
collating and submitting Disclosures,
keeping track of the status of
communication that discloses
information that may evidence improper
investigations and making reports to the
Committee
IV. FORM AND CONTENTS OF DISCLOSURE
1. A Disclosure may be made 2. A Whistleblower shall have the

in any form. No particular
form shall be required. Verbal
option to identify himself and/
or sources of his information

disclosures, however, must
be reduced to some form of
(if any), or withhold his identity
and/or that of his sources.

writing, and persons receiving
verbal disclosure who wish to
3. Disclosures must allege the
specific facts that have lead
escalate the same for action to
the Disclosure Committee must
the Whistleblower to believe
that an improper activity has
reduce the same into writing. been or is being committed.
Disclosures must be coherent,


WHISTLEBLOWER

allege facts rather than to allow for proper assessment

conclusions or speculations. of the need. nature. extent. and

and should contain as much urgency of action thereon.


specific information as possible

v. REPORTING ALLEGATIONS OF
SUSPECTED IMPROPER ACTIVITIES

--~~"!"""'O"' ...........
_

1. Any person who has knowledge 3. ERM shall designate a

of a suspected improper
activity has the duty to make a
Complaint Administrator
who shall be in-charge of

Disclosure in accordance with


Sec. V(2) of this Policy.
administering the portal.
and receiving. collating and

2. Disclosures may be submitted


or reported through any of the
submitting all Disclosures to
the Disclosure Committee.

following:
(a) by calling up the
Where. however:
(a) The Disclosure involves a

designated Whistleblower
Hotline
member of the Board of
Directors. the Disclosure

(b) through the Whistleblower shall be transmitted directly


to the Corporate Secretary

Portal
for handling.
(C) by sending an e-mail to a

designated e-mail address


for Disclosures
(b) The Disclosure involves
ERM or the Complaint

(d) by sending a letter to the


designated personnel of
Administrator. the same
shall be sent directly to the

the company's Enterprise


Risk Management group
Corporate Secretary
(c) The Disclosure involves the

(ERM) Disclosure Committee. the


Disclosure Committee shall

These are by no means the only


endorse the same to the
channels by which Disclosures
Board of Directors.

may be received. Persons or


units within the organization 4. The Whistleblower shall receive
a notice that the complaint has

who receive Disclosures (in


whatever form. including verbal been received and that it shall
be processed in accordance

Disclosures) shall. however.


forward or relay the Disclosures with this Policy.

to ERM or the Complaint


Administrator for proper

handling in accordance with


this Policy.


POLICIES & PROCEDURES -------
VI. EVALUATION OF THE PROTECTED DISCLOSURE AND
INVESTIGATION OF THE SUSPECTED IMPROPER
ACTIVITY
1. The Disclosure Committee shall makes a mockery of this

be composed of the Company's
Corporate Secretary and one
Whistleblower Policy, or
(d) The Disclosure Committee,
representative each from
Human Resources Group (HRG),
the Corporate Secretary
(in the case of Disclosures
Internal Audit. ERMand Legal
Services Division. The members
under Sec. 3(a) and (b) or
the Board of Directors (in
of the Disclosure Committee
shall be persons of known
the case of Disclosures
under Sec.3(c) determines
objectivity, independence,
integrity, trustworthiness,
that an investigation
should be made.
sound judgment, and with a
good working knowledge of the 4. If an investigation is warranted,


operations of the company. the Disclosure Committee
shall either conduct the
2. In the event that the protected


investigation or designate a
disclosure involves a member handler who will conduct a
of the Disclosure Committee,


fact finding investigation. The
such member shall inhibit handler shall submit to the
himself from taking part in the


Committee of his finding of
evaluation, investigation, and
facts. Investigations shall be
reporting of that particular


carried out in accordance with
protected disclosure. company policies and best


3. The Disclosure Committee shall practices in investigation, and
evaluate the complaint and without compromising the civil


determine if an investigation is rights of any person.
warranted. An investigation will S. The Disclosure Committee shall


be conducted if: submit to the HRGa Report on
(a) Subject ofthe complaint the result of the investigation
is covered by this
Whistle blower Policy;
for the imposition of the
appropriate disciplinary action,

(b) The complaint is supported
by evidence or at least,
if warranted by such result.
6. If the improper activity
includes sufficient
details which can be
subject ofthe investigation
has a significant financial and
validated and used as
basis for conducting an
reputation risk impact to the
Company, HRGshall forward
investigation; and the Report of the Disclosure
Committee to the Office of

(c) The complaint is not
patently false, malicious, the President and the Audit
Committee within ten (10) days


intended to harass, or

WHISTLEBLOWER

from receipt of the Report. 8. The Disclosure Committee

The Audit Committee shall


determine if the report shall be
shall state in its report whether
or not the result of the

further reported to the Board


of Directors.
investigation shall be included
in the employee's 201file or in

7. If the Report of the Disclosure


the vendor accreditation files of
the vendor or business partner ..

Committee include a finding


of civil or criminal liability on 9. The Complaint Administrator

the part of the Investigation shall be responsible for


Subject, HRD shall forward to keeping track of the status

the Legal Division a copy of the of investigations and actions


Report ofthe Committee on on Disclosures and preparing

Protected Disclosure for the a monthly report to the


filing of the appropriate legal Disclosure Committee on the

action. actions taken.

VII. ROLES, RIGHTS AND RESPONSIBILITIES OF


WHISTLEBLOWERS, INVESTIGATION PARTICIPANTS,

AND SUBJECTS OF THE INVESTIGATION =:;,;;;;===-.....,

A. Whistle blowers Persons making a report of


1. Whistleblowers provide alleged improper activities

initial information should be prepared


related to a reasonable to be interviewed by
investigators.

belief that an improper


activity has occurred. 4. Anonymous
The motivation of the whistleblowers must

whistleblower is irrelevant
to the consideration of the
provide sufficient
corroborating evidence to

validity of the allegations.


However, the intentional
justify the commencement
of an investigation.

filing of a false report


is itself considered an
An investigation of
unspecified wrongdoing

improper activity which


the Company has the right
or broad allegations will
not be undertaken without

to act upon.
2. Whistle blowers shall
verifiable evidentiary
support. Because

refrain from obtaining investigators are unable


evidence for which they do to interview anonymous
whistleblowers, it may

not havea right of access.


be more difficult to
3. Whistle blowers have evaluate the credibility

a responsibility to be
candid. They should
of the allegations and
therefore, less likely to

set forth all known cause an investigation to


information regarding be initiated.
any reported allegations.


POLICIES & PROCEDURES -
5. Whistleblowers are the investigation subject
_

reporting parties, not
investigators. They
the nature of evidence
requested or provided
are not to act on their
own conducting any
or testimony given to
investigators unless agreed

investigative activities,
nor do they have a right
to by the investigator.
3. Requests for confidentiality

to participate in any
investigative activities
by participants will be
honored to the extent


other than as requested possible within the
by investigators. legitimate needs of law
6. Protection of a
whistleblower's identity
and the investigation.
4. Investigation participants


will be maintained to the have a responsibility to
extent possible within further the investigation


the legitimate needs of and assure its timely
law and the investigation. completion. Evidence shall
Should the whistleblower


not be simulated, withheld,
self-disclose his or her destroyed, or tampered
identity, the Company will


with; testimony shall not
no longer be obligated to be fabricated, altered or
maintain such confidence. withheld, or intentionally
7. Whistle blowers have
a right to be informed
made misleading; and
witnesses shall not be

of the disposition of
their disclosure absent
influenced, coached, or
intimidated. Any act in

overriding reason as
determined by the
violation of this paragraph
or any other attempt to

Committee on Protected
Disclosures.
obstruct the investigation,
shall be considered


an offense subject to
B. Investigation Participants
disciplinary action.
1. Company employees who
are interviewed, asked to
provide information, or
c. Investigation Subjects
1. A subject is a person or

otherwise participate in an
investigation have a duty
persons who is/are the
focus of investigation as

to fully cooperate with
the Company-authorized
a result of a Disclosure.
The decision to conduct


investigators. an investigation is not
2. Participants should an accusation; it is to


refrain from discussing or be treated as a neutral
disclosing the investigation fact finding process.
The outcome of the


or their testimony with
anyone not connected investigation mayor may
not support a conclusion


to the investigation.
In no case should the that an improper act was
participants discuss with committed and, if so, by
whom.

WHISTLEBLOWER

2. The identity of a subject subject; and witnesses shall

should be maintained
in confidence to the
not be influenced. coached.
or intimidated by the

extent possible given the


legitimate needs of law
subject. Any act in violation
of this paragraph or any

and the investigation.


3. The Disclosure Committee
other attempt to obstruct
the investigation. shall

shall determine the


opportune time to inform
be considered an offense
subject to disciplinary

Subjects of the allegations. action.


Once informed. they 8. Evidence shall not be

shall have opportunities withheld. destroyed.


for input during the or tampered with. and

investigation. witnesses shall not be


4. Subjects have a duty infiuenced.coached.or
intimidated. and any act of

to cooperate with
investigators. They should destruction or tampering,
withholding of evidence.

be informed. however. that


they have a right against or any other attempt to
self-incrimination under obstruct the investigation.

the law.
5. Subjects have a right to
shall be considered
an offense subject to

consult with a person


or persons of their
disciplinary action.
9. Unless there are compelling

choice. This may involve


representation, including
reasons to the contrary,
subject should be given

legal representation.
6. Subjects are free at any
the opportunity to respond
to material points of

evidence contained in an
time to retain their own
investigation report.
counsel to represent

them with regard to the


investigation.
10.Subjects have a right to be
informed of the outcome of

the investigation.
7. Subjects have a
responsibility not to 11.Any disciplinary or

interfere with the


investigation and adhere
corrective action initiated
against the subject as a

to admonitions from
investigators in this
result of an investigation
pursuant to this shall

regard. Evidence shall not adhere to applicable


be simulated, withheld, personnel conduct and
disciplinary procedures.

destroyed. or tampered
with by the subject;
testimony shall not be

fabricated. altered or
withheld, or intentionally

made misleading by the

POLICIES & PROCEDURES _


VIII. WHISTLEBLOWER PROTECTION POLICY

.Ih_~"'l%!ilillm! t~il!ll!!i!n~,==I1:i1W

1. Disclosures shall be deemed improper activity reported.


Protected Disclosures if they
are made in good faith and with
In particular. he shall not be
subject to dismissal, demotion,

a reasonable belief that there
has been an improper activity
any form of harassment or
discrimination. or current or

committed. or that one is being
or about to be committed.
future bias in performance
evaluation. by virtue of his

A complaint made in good
faith with a reasonable basis
having made a Protected
Disclosure.

for belief shall be deemed a
Protected Disclosure even if it
4. If the Whistleblower is not
an employee. but a vendor.
subsequently turns out to be
untrue. However. complaints
supplier or business partner.
the Whistleblower shall not
which are patently false.
simulated. malicious. intended
be denied future business of
the company solely on the
to harass. slur or cast aspersions
on the character or service
basis of his havinq made a
Protected Disclosure. unless it
record of a person, or disrupt
the company's operations.
also appears from the facts of
the case that the Whistle blower
without any reasonable basis
for a belief that an improper
participated in the prohibited
conduct with sufficient
activity has been committed.
or make a mockery of this
knowledge that the same was
illegal. prohibited. unethical. or
Whistleblower Policy. shall
not be deemed a Protected
would be to the detriment and
prejudice of Globe.
Disclosure.
2. The Disclosure Committee
5. The Disclosure Committee

shall determine if a Disclosure
is a Protected Disclosure or
may. under exceptional
circumstances. with the


endorsement of the President
not. In the case of disclosures
and with the approval of the
under Sec. V(3)(a) and (b).


Board of Directors. grant
the Corporate Secretary shall
immunity to a Whistleblower
determine if a Disclosure is a


who has participated in the
Protected Disclosure or not; and
improper activity reported. In
in case of disclosures under Sec.
V(3)(c) the Board of Directors
shall determine if the Disclosure
any event. immunity may only
be granted to a Whistleblower

is a Protected Disclosure or not.
under the following conditions.,
first, the Whistleblower whose


3. A Whistleblower making a immunity is being sought is
Protected Disclosure shall be not the most guilty ofthe


entitled to the protection of subjects of the investigation;
this policy provided that he second that his testimony is


himself is not complicit to the absolutely indispensable to


WHISTLEBLOWER

the investigation and without


it. the company would not
be able to take appropriate
Protection Officer to ensure
that Whistleblowers are
accorded the proper protection

action; and third. that he


extends full cooperation to the
under this Policy.


8. The members of the Disclosure
investigation. Committee shall likewise be


6. A Whistle blower who protected in the reasonable
subsequently withdraws his exercise of their functions


Disclosure shall not be entitled under this Policy. and shall be
to the protection of this Policy. indemnified by the company

7. The Disclosure Committee shall in the event of suit or claims


designate a representative for all actions taken by them in

of HRGas a Whistleblower accordance with this policy.

IX. DISSEMINATION AND AMENDMENT OF THE POLICY


HRGshall be responsible for the public dissemination of this Policy across the

company. Where necessary. HRGshall arrange for appropriate training to be given


to members of the Disclosure Committee and to persons who will be involved in the

implementation of this policy.


The Company may amend the provisions of this Whistle blower Policy. Any

amendment. however. shall be effective after due notice is given to the officers and
employees of the Company.


NOTES






















FORM
FORM

Related Party Disclosure Form (F-HRG-43)

Ii~'
~~GIObe

NAME

.
--- I GROUP I DEPARTMENT 1SECTION---
POSITION 1BAND
-

I
:

ootNG BUSINESS WITH GLOBE


COMPANY NAME NATURE Of BUSINESS BUSINESS PARTNERS '" INTEREST (IF YES. 100"""0 natu",)
- -
-
- -
--

-
.-

RELATED

NAME
PARTY TRANSACTIONS

Of FA .. ill. Y MEMBER
COMPANY NAME NATURE OF BUSINESS NATURE OF TRANSACTIONS 1DEALING WI GLOBE

or RELATED PARTY

OTHERS

This is to certify that the information provided and reportedl is complete and accurate.
-.-------------------4

EMPLOYEE GROUP HEAD HEAD / HUMAN RESOURCE GROUP

SIGNATURE / DATE SIGNATURE OVER PRINTED


NAME/DATE
SIGNATURE OVER PRINTED
NAME/DATE

For a guided way to accomplish the Notice to Explain,


please consult HR Labor Relations through 730 2491


NOTES -------



















L
L

L
L

SERVICE DELIVERY CENTER L


3/F Globe Telecom Plaza I,
Pioneer cor. Madison Streets
1552 Mandaluyong City
L

For questions, please contact

Labor Relations Department


09178189934

gt_ [email protected] '-
L
L
L
L
L..
L
L
PERSONAL COPY OF
L
Proprietary and to be returned upon
L
Employee's Separation from the Company.
i,
L
L
ANNEX C
Related Party Transactions (RPTs)

We disclose, review, and approve related party transactions, in accordance with the
principles of transparency and fairness, to ensure that they are at arms length, the
terms are fair, and they will inure to the best interest of the corporation and its
subsidiaries or affiliates and their shareholders.
The RPTs are disclosed in our financial statement (page 204), annual reports, and
other applicable filings in accordance with the relevant rules and issuance of the
SEC and other applicable regulatory bodies. The disclosure includes, but is not
limited to, the name of the related party, relationship with the corporation for each
RPT, and the nature and value for each RPT. Such disclosure is also made publicly
available by the corporation, for the benefit of all shareholders and other
stakeholders, through our website and such other media channels as applicable.
Shareholders, including minority shareholders, and other stakeholders are
provided with proper guidelines and procedures for right of action and remedies
that are readily accessible in order to redress the conduct of the corporation (e.g.
Facebook page, Twitter account, e-mail account, and hotline numbers), as
necessary.
The independent directors form the independent committee that is tasked to
review and monitor material RPTs, among others, to ensure our best interest, our
shareholders, and all other stakeholders, and that the RPTs are executed with fair
and transparent terms prior to endorsement to the Board for approval.
Non-compliance with any of the provisions of the policy on RPT shall result in the
nullification of any agreement or contract involved in the execution of the RPT. A
director, officer, employee, or Related Party is subject to the corresponding
procedures and penalties under our Code of Conduct and relevant laws, as
applicable.
In 2015, members of the Board agreed to vote in accordance with the decision of
the three independent directors in resolving a matter on voting preferred shares to
further exercise independence and integrity at the Board level.
[Source: Globe Telecom 2015 Annual & Sustainability Report (ASR), p. 47]

Our Policy on RPTs and disclosures thereof are also posted on our corporate
website for the easy reference of our customers and stakeholders
(http://www.globe.com.ph/corporate-governance/related-party-transactions).
ANNEX "C"
H. Transactions with Related Parties

Globe Telecom and Innove, in their regular conduct of business, enter into transactions with their
major stockholders, AC and Singtel, venturers and certain related parties. These transactions,
which are accounted for at market prices normally charged to unaffiliated customers for similar
goods and services, include the following:

Entities with joint control over Globe Group AC and Singtel

Globe Telecom has interconnection agreements with Singtel. The related net traffic settlements
receivable (included in Receivables account in the consolidated statements of financial
position) and the interconnection revenues earned (included in Service revenues account in
the consolidated statements of comprehensive income) are as follows:

(In Thousand Pesos) 2015 2014 2013


Traffic settlements receivable net P
= 22,824 P
= 79,191 P
= 201,216
Interconnection revenues 725,635 784,965 921,540
Interconnection costs 50,346 112,976 116,477

Globe Telecom and Singtel have a technical assistance agreement whereby Singtel will provide
consultancy and advisory services, including those with respect to the construction and
operation of Globe Telecoms networks and communication services (see Note 25.6 of the FS),
equipment procurement and personnel services. In addition, Globe Telecom has software
development, supply, license and support arrangements, lease of cable facilities, maintenance
and restoration costs and other transactions with Singtel.

The details of fees (included in repairs and maintenance under the General, selling and
administrative expenses account in the consolidated statements of comprehensive income)
incurred under these agreements are as follows:

(In Thousand Pesos) 2015 2014 2013


Technical assistance fee P
= 67,907 P
= 160,534 P
= 163,004
Maintenance and restoration costs
57,551 63,695 61,841
and other transactions
Software development, supply,
7,069 19,642 16,681
license and support

The outstanding balances due to Singtel (included in the Accounts payable and accrued expenses
account in the consolidated statements of financial position) arising from these transactions are as
follows:

(In Thousand Pesos) 2015 2014 2013


Technical assistance fee P
= 57,967 P
= 135,877 P
= 35,775
Maintenance and restoration costs
and other transactions 8,985 10,882 20,695
Software development, supply,
license and support - - 4,014

Globe Telecom earns subscriber revenues from AC. The outstanding subscribers receivable
from AC (included in Receivables account in the consolidated statements of financial position)
and the amount earned as service revenue (included in the Service revenues account in the
consolidated statements of comprehensive income) are as follows:

(In Thousand Pesos) 2015 2014 2013


Subscriber receivables P
= 12,215 P
= 9,662 P
= 14,761
Service revenues 19,338 18,990 14,107

Globe Telecom reimburses AC for certain operating expenses. The net outstanding liabilities
to (included in Accounts payable and accrued expenses account in the consolidated

18 | S E C F O R M 1 7 - A
statement of financial position) and the amount of expenses incurred (included in the General,
selling and administrative expenses account in the consolidated statements of comprehensive
income) are as follows:

(In Thousand Pesos) 2015 2014 2013


General, selling and administrative P
= 48,743 P
= 37,135 P
= 7,768
expenses
Accounts payable and accrued expenses 50 755

Joint Ventures in which the Globe Group is a Venturer

Globe Telecom has preferred roaming service contract with BMPL. Under this contract, Globe
Telecom will pay BMPL for services rendered by the latter which include, among others,
coordination and facilitation of preferred roaming arrangement among JV partners, and
procurement and maintenance of telecommunications equipment necessary for delivery of
seamless roaming experience to customers. Globe Telecom also earns or incurs commission
from BMPL for regional top-up service provided by the JV partners. The net outstanding
liabilities to BMPL related to these transactions amounted to 3.11 million and 2.37 million
as of December 31, 2015 and 2014, respectively. Balances related to these transactions
(included in General, selling and administrative expenses account in the consolidated
statements of comprehensive income) amounted to 18.68 million, 23.76 million and 3.76
million, as of December 31, 2015, 2014 and 2013, respectively.

In October 2009, the Globe Group entered into an agreement with BPI Globe BanKO for the
pursuit of services that will expand the usage of GCash technology. As a result, the Globe
Group recognized revenue amounting to 8.96 million, 6.13 million and 0.54 million in 2015,
2014 and 2013, respectively. The related receivables amounted to 7.47 million and 14.86
million in 2015 and 2014, respectively.

Transactions with the Globe Group Retirement Plan (GGRP)

In 2007, Globe Telecom, Innove and GXI pooled its plan assets for single administration by
the GGRP, which was created for the management of the retirement fund. The decisions of
the GGRP are made through collective decision of the Board of Trustees.

The plan is funded by contributions as recommended by the independent actuary on the


basis of reasonable actuarial assumptions. These assumptions and the funded status of the
pension plan are disclosed in Note 18.2.

The funded status for the pension plan of Globe Group as of December 31, 2015 and 2014
amounted to 3,063.12 million and 2,321.20 million, respectively (see Note 18.2).

The fair value of plan assets by each class held by the retirement fund, on a pooled basis
follows:

2015 2014
(In Thousand Pesos)
Cash and cash equivalents P
= 192,982 P
= 143,746
Investment in fixed income securities 1,199,764 1,129,892
Investment in equity securities 1,755,411 1,636,204
Loans and receivables 968,782 968,000
Liabilities (968,782) (968,000)
Balance at end of year P
= 3,418,157 P
= 2,909,842

All equity and debt instruments held, except for investment in preferred shares of HALO Group,
debt securities issued by private corporations and long-term negotiable certificates of deposit,
have quoted prices in active market. The remaining plan assets do not have quoted market
prices in active market.

19 | S E C F O R M 1 7 - A
Loans and receivables consist of interest and dividend receivables, receivable on securities
sold to brokers and loan granted by the plan to BHI.

Liabilities pertain to interest and trust fee payables, accrued professional fees and loan granted
to the plan by Globe Telecom.

As of December 31, 2015 and 2014, the pension plan assets of the retirement plan include
shares of stock of Globe Telecom with total fair value of 31.20 million and 26.32 million, and
shares of stock of other related parties with total fair value of 144.07 million and 111.55
million, respectively. Gains arising from these investments amounted to 11.75 million, 12.91
million and 8.34 million in 2015, 2014 and 2013, respectively.

In 2008, the Globe Group granted a short-term loan to the GGRP amounting to 800.00 million
with interest at 6.20%. Upon maturity in 2009, the loan was rolled over until September 2014
with interest at 7.75%. Further, in 2009, the Globe Group granted an additional loan to the
retirement fund amounting to 168.00 million which bears interest at 7.75% and is due also in
September 2014.

On September 16, 2014, the maturity of the outstanding balance of loan receivable from GGRP
amounting to 968.00 million was extended to September 11, 2017 and the interest rate was
reduced to 5% per annum effective on September 11, 2014. Interest income amounted to
49.07 million, 68.02 million and 76.26 million in 2015, 2014 and 2013, respectively (see
Note 19).

The retirement plan utilized the loan to fund its investments in BHI, a domestic corporation
organized to invest in media ventures. BHI has controlling interest in Altimax Broadcasting Co.,
Inc. (Altimax) and Broadcast Enterprises and Affiliated Media Inc. (BEAM), respectively.

On August 13 and December 21, 2009, the Globe Group granted five-year loans amounting to
250.00 million and 45.00 million, respectively, to BHI at 8.275% interest. The 250.00 million
loan is covered by a pledge agreement whereby in the event of default, the Globe Group shall
be entitled to offset whatever amount is due to BHI from any unpaid fees to BEAM from the
Globe Group. The 45.00 million loan is fully secured by a chattel mortgage agreement dated
December 21, 2009 between Globe Group and BEAM (see Note 25.5). Interest income
amounted to 8.04 million, 11.30 million and 13.72 million in 2015, 2014 and 2013,
respectively (see Note 19 of the attached Notes to the Consolidated Financial Statements).

On August 13, 2014, the maturity of the outstanding balance of loan receivable from BHI
amounting to 158.62 million was extended to August 13, 2017 and the interest rate was
reduced to 5% per annum effective August 14, 2014 (see Note 11 of the Attached Notes to the
Consolidated Financial Statements).

On February 1, 2009, the Globe Group entered into a memorandum of agreement (MOA) with
BEAM for the latter to render mobile television broadcast service to Globe subscribers using
the mobile TV service. As a result, the Globe Group recognized an expense (included in
Professional and other contracted services) amounting to 190.00 million in 2015 and
155.00 million in 2014 and 2013. Effective January 1, 2015, BEAM charged an increased
service fee rate to Globe Group as a result of an amendment to the MOA.

On October 1, 2009, the Globe Group entered into a MOA with Altimax for the Globe Groups
co-use of specific frequencies of Altimaxs for the rollout of broadband wireless access to the
Globe Groups subscribers. As a result, the Globe Group recognized an expense (included in
General, selling and administrative expenses account in the consolidated statements of
comprehensive income) amounting to 90.00 million in 2014 and 2013.

On October 1, 2009, the Globe Group entered into a MOA with Altimax for the Globe Groups
co-use of specific frequencies of Altimaxs for the rollout of broadband wireless access to the
Globe Groups subscribers. As a result, the Globe Group recognized an expense (included in
General, selling and administrative expenses account in the consolidated statements of
comprehensive income) amounting to 24.85 million in 2015 and 40.88 million in 2014 and
2013.

20 | S E C F O R M 1 7 - A
Transactions with Yondu

As a result of Globe Telecoms sale of its controlling stake in Yondu, transactions are recognized
in the consolidated statement of financial position starting September 16, 2015.

The Globe Group has a VAS sharing agreement with Yondu. Under the agreement, Yondu is
entitled to a 30% share on revenue (included in the Service revenues account of the parent
company statements of comprehensive income) for providing mobile contents to Globe and TM
subscribers. The Globe Groups payout to Yondu on mobile content transactions for the period
September 16, 2015 to December 31, 2015 amounted to 78.85 million.

Yondu also provides various enterprise solutions-based services to the Globe Group for network,
platform and applications development under its Business Process Outsourcing Unit (BPO) and
mobile content. The Globe Groups related expenses for the period September 16, 2015 to
December 31, 2015 amounted to 39.32 million, out of which 1.49 million were capitalized.

The outstanding balances of receivable and payables resulting from transactions with Yondu
amounted to 74.23 million and 373.54 million, respectively, as of December 31, 2015. Dividends
receivable amounting to 266.49 million was recognized in the consolidated financial statements
as of December 31, 2015.

Transactions with other related parties

Globe Telecom has money market placements and bank balances, and subscriber receivables
(included in Cash and cash equivalents and Receivables accounts in the consolidated
statements of financial position, respectively) and earns service revenues (included in the Service
revenues account in the consolidated statements of comprehensive income) from its other related
parties namely, Ayala Land Inc., Ayala Property Management Corporation, Bank of the Philippine
Islands, Manila Water Company, Inc., Integrated Microelectronics, Inc., Stream Global Services,
Inc., HR Mall Inc., Honda Cars, Inc., Isuzu Automotive Dealership, Inc., Accendo Commercial Corp.,
Affinity Express Philippines, Inc., Alveo Land Corp., Asian IOffice Properties,Inc., Avida Land Corp.,
Avida Sales Corporation, Ayala Hotels, Inc., Ayala Plans, Inc., Ayala Systems Technology, Inc.,
Cebu Holdings, Inc., Makati Development Corp., myAyala.com, Inc., North Triangle Depot
Commercial Corp., PSI Technologies, Inc., Roxas Land Corp, Serendra, Inc., Station Square East
Commercial Corp., Ten Knots Development, KHI ALI Manila, Inc., Lagoon Development Corp.,
Subic Bay Town Center, Inc., Ayala Aviation Corporation, Laguna AAA Water Corp., Liveit Solution,
Inc., Liveit Investments, Ltd., Integreon, Inc., Arvo Commercial Corp., Amaia Land Corp., Michigan
Power, Philippine Intergrated Energy Solutions, Inc., Southcrest Hotel Ventures, Inc., Bonifacio
Hotels and Crestview E-Office.

The balances with other related parties are recorded under the following accounts:

(In Thousand Pesos) 2015 2014 2013


Cash and cash equivalents P
= 1,621,045 P
= 1,385,635 P
= 166,074
General, selling and administrative expenses 208,351 171,873 346,280
Property and Equipment 59,417 64,300 60,437
Revenues 509,715 479,923 439,702
Accounts payable and accrued expenses 23,527 15,454 72,440
Subscriber receivables (included in Receivables
account) 204,226 218,837 212,391

The balances under General, selling and administrative expenses and Property and equipment
accounts consist of expenses incurred on rent, utilities, customer contract services, other
miscellaneous services and purchase of vehicles, respectively.

These related parties are either controlled or significantly influenced by AC.

21 | S E C F O R M 1 7 - A
Transactions with Key Management Personnel of the Globe Group

The Globe Groups compensation of key management personnel by benefit type are as follows:

(In Thousand Pesos) 2015 2014 2013


Short-term employee benefits P
= 185,000 P
= 237,100 P
= 157,272
Share-based payments 31,282 9,649 15,151
Post-employment benefits 52,960 30,466 18,090
P
= 269,242 P
= 277,215 P
= 190,513

There are no agreements between the Globe Group and any of its directors and key officers
providing for benefits upon termination of employment, except for such benefits to which they may
be entitled under the Globe Groups retirement plans.

The Globe Group has no non-interest bearing short-term loans to its key management personnel
in 2015 and 2014, respectively.

The summary of balances arising from related party transactions for the relevant financial year (in
thousands) are presented in the next pages:

22 | S E C F O R M 1 7 - A
ANNEX "C"
2015

Amount/Volume Outstanding Balance \


Property Cash and Amounts Amounts
and Cash Owed by Owed to
Cost and Equipment Equivalents Related Related
Revenues Expenses (Note 7) (Note 30) Parties Parties Terms Conditions
Entities with joint control
over Globe Group
AC P
= 19,338 P
= 48,743 =
P =
P P
= 12,215 P
= 50 Interest-free, settlement in cash Unsecured, no impairment

Singtel 675,289 132,527 22,824 66,952 Interest-free, settlement in cash Unsecured, no impairment

Jointly controlled entities


BMPL 18,681 3,113 Interest-free, settlement in cash Unsecured, no impairment

BPI Globe BanKO 8,965 7,468 Interest-free, settlement in cash Unsecured, no impairment

Associate
Yondu 40,961 39,317 318,711 373,538 Interest-free, settlement in cash Unsecured, no impairment

Other related parties


GGRP 49,071 968,000 3 years, 5%, settlement in cash Unsecured, no impairment

BHI 8,041 158,620 3 years, 5%, settlement in cash The P


= 250.00 million is covered
by a pledge agreement while
the P
= 45.00 million is fully
secured by chattel mortgage
agreement

BEAM 190,000 Interest-free, settlement in cash

Altimax 24,847 Interest-free, settlement in cash

Key management personnel 269,242 Unsecured, no impairment

Others 509,715 208,351 59,417 1,621,045 204,226 23,527 Interest-free, excluding cash and Unsecured, no impairment
cash equivalents, settlement in
cash

Total P
= 1,311,380 P
= 931,708 P
= 59,417 P
= 1,621,045 P
= 1,692,064 P
= 467,180

23 | S E C F O R M 1 7 - A
2014

Amount/Volume Outstanding Balance


Property Cash and Amounts Amounts
and Cash Owed by Owed to
Cost and Equipment Equivalents Related Related
Revenues Expenses (Note 7) (Note 30) Parties Parties Terms Conditions
Entities with joint control
over Globe Group
AC P
= 18,990 P
= 37,135 =
P =
P P
= 9,662 P
= 755 Interest-free, settlement in cash Unsecured, no impairment

Singtel 671,989 243,871 79,191 146,759 Interest-free, settlement in cash Unsecured, no impairment

Jointly controlled entities


BMPL 23,765 2,367 Interest-free, settlement in cash Unsecured, no impairment

BPI Globe BanKO 6,812 7,160 Interest-free, settlement in cash Unsecured, no impairment

Associate
BTI 504,671 5,000 4,443,956 80,334 Loan receivable - 20 years, Unsecured, no impairment
9.60% to 11.55%; lease capacity
provisioning - interest-free,
settlement in cash

Other related parties


GGRP 68,015 968,000 3 years, 5%, settlement in cash Unsecured, no impairment

BHI 11,304 158,620 3 years, 5%, settlement in cash , The P


= 250.00 million is covered
by a pledge agreement while
the P
= 45.00 million is fully
secured by chattel mortgage
agreement.

BEAM 155,000 Interest-free, settlement in cash

Altimax 40,880 Interest-free, settlement in cash

Key management personnel 277,215 Interest-free, excluding cash and


cash equivalents, settlement in
cash Unsecured, no impairment

Others 479,923 171,873 64,300 1,385,635 218,837 15,454 Interest-free, excluding cash and
cash equivalents, settlement in
cash Unsecured, no impairment

Total P
= 1,761,704 P
= 954,739 P
= 64,300 P
= 1,385,635 P
= 5,885,426 P
= 245,669

24 | S E C F O R M 1 7 - A
ANNEX "D"
ANNEX "D"
ANNEX "E"

AUDIT COMMITTEE CHARTER


Adopted by resolution of the Board of Directors of the Company on September 2003
Amended by resolution of the Board of Directors of the Company on 23 October 2007
Amended by resolution of the Board of Directors of the Company on 6 November 2009
Source Reference: SECs Revised Code of Corporate Governance (Memo Circ No. 6, 22Jun2009)
Amended by resolution of the Board of Directors of the Company on 6 August 2012
Source Reference: SECs Memorandum Circular No. 4 Series of 2012, issued 31 May 2012
Amended by resolution of the Board of Directors of the Company on 4 February2015
ANNEX "E"

Page
Contents

A. Introduction 1

B. Purpose/Mission 1

C. Authority 2

D. Committee Membership 2

E. Roles and Responsibilities 3

F. Meetings and Schedule of Activities 11

G. Reporting Procedures 11

H. Performance Evaluation and Continuous Improvement 12

I. Functional and Secretariat Support 13


INITIAL ISSUE DATE
GLOBE TELECOM, INC.
SEPTEMBER 2003
AUDIT COMMITTEE CHARTER
SECTION NAME REVISION DATE
AUDIT COMMITTEE CHARTER FEBRUARY 2015
JULY 2012
OCTOBER 2009
OCTOBER 2007
VERSION NO. REVISION NO. PAGE NO.
1 1 1 of 13

A. Introduction

The Charter of the Audit Committee (Charter) sets out the purpose/mission,
authority, roles, and responsibilities of Globe Telecoms (Globe or the Company)
Audit Committee; including the rules governing the Audit Committee, as approved
by the Board of Directors.

The Committee shall review the Charter at least annually and obtain the approval of
the full Board of Directors for any revisions thereto or for any case where external
bodies may suggest change. Suggestions by such external bodies, however, are
subject to the approval of the Committee.

B. Purpose/Mission

It is the policy of Globe to constitute and maintain an Audit Committee which shall
provide assistance to the Board of Directors in fulfilling their oversight responsibility
to the shareholders relating to the Companys:

Integrity of the financial statements and the financial reporting process;


Internal and financial reporting principles, policies and systems;
Independent auditor's qualifications and independence;
Internal audit function and independent auditors performance; and
Compliance with legal, regulatory, corporate governance requirements.

To fulfill its oversight responsibilities, the Committee shall maintain free and open
communication with the Companys management, independent auditors and
internal auditors.

The Companys management is responsible for day-to-day operations of the


organization. This includes:
Ensuring the integrity of the Companys financial statements and
disclosures;
Maintaining effective system of internal controls; and
Operating an effective risk management process.

The Independent auditors are directly responsible to the Audit Committee in


helping ensure the integrity of the Companys financial statements.

The Internal Auditors help the Committee identify the risks, control, and financial
reporting issues through the continuous review of the effectiveness of the
INITIAL ISSUE DATE
GLOBE TELECOM, INC.
SEPTEMBER 2003
AUDIT COMMITTEE CHARTER
SECTION NAME REVISION DATE
AUDIT COMMITTEE CHARTER FEBRUARY 2015
JULY 2012
OCTOBER 2009
OCTOBER 2007
VERSION NO. REVISION NO. PAGE NO.
1 1 2 of 13

Companys risk management, internal controls and corporate governance


processes.

C. Authority

The Audit Committee has the authority to:

Appoint, compensate, and oversee the work of the public accounting firm
employed by the Company to conduct the annual audit. This firm will report
directly to the Committee.
Resolve any disagreements between management and the independent auditor
regarding financial reporting.
Direct the Internal Audit function.
Retain independent counsel, accountants, or others to advise the Committee or
assist in the conduct of an investigation, when necessary, without the
permission of the Board or Management. The Committee shall be provided with
the needed resources to support its work.
Seek any information it requires from employees all of whom are directed to
cooperate with the Committees requests or external parties.
Meet with Company officers, Chief Audit Executive, independent auditors, or
outside counsel, as often as necessary, to discuss any issues arising from the
audit process.

D. Committee Membership

In accordance with the manual of Corporate Governance:

1 The Audit Committee shall be appointed by the Board of Directors from among
their number, as supported by an approved Board Resolution.

2 The Audit Committee shall be comprised of at least three (3) members, majority
of whom shall not be:
2.1 Executive Directors of the Company or any related corporation;
2.2 Any person having a relationship which, in the opinion of the Board of
Directors, would interfere with the exercise of independent judgment in
carrying out the functions of the Audit Committee.
INITIAL ISSUE DATE
GLOBE TELECOM, INC.
SEPTEMBER 2003
AUDIT COMMITTEE CHARTER
SECTION NAME REVISION DATE
AUDIT COMMITTEE CHARTER FEBRUARY 2015
JULY 2012
OCTOBER 2009
OCTOBER 2007
VERSION NO. REVISION NO. PAGE NO.
1 1 3 of 13

3 Members of the Audit Committee shall elect an independent director as


Chairman of the Committee.

4 The Chairman of the Audit Committee shall be responsible for ensuring the
effective interaction among Committee members and with management and
the internal and independent auditors.

5 Each member shall have an adequate understanding of accounting and


auditing principles in general, of the Companys financial management
systems and environment in particular, and relevant expertise to fulfill the
Committees role effectively.

E. Roles and Responsibilities

The Audit Committee is expected, through the provision of checks and balances,
to support the Companys corporate governance process. Specifically, it shall be
responsible for the following:

1 Financial Reporting

1.1 Review financial statements and all related disclosures and reports certified
by the Chief Financial Officer, and released to the public and/or submitted
to the Philippine Securities and Exchange Commission for compliance with
both the internal financial management handbook and pertinent accounting
standards, including legal and regulatory requirements.

1.2 Review quarterly, half-year and annual financial statements before


submission to the Board of Directors, focusing on changes in accounting
policies and practices, alternative accounting treatments and major
judgmental areas, significant adjustments resulting from the audit, going
concern assumptions, compliance with accounting standards, tax, legal,
and regulatory requirements.

1.3 Ensure that Management formulates accounting/reporting processes and


practices in accordance with the Philippine Financial Reporting Standards
(PFRS), including rules and procedures in compliance with the financial
reporting requirements of the various applicable regulatory agencies.
INITIAL ISSUE DATE
GLOBE TELECOM, INC.
SEPTEMBER 2003
AUDIT COMMITTEE CHARTER
SECTION NAME REVISION DATE
AUDIT COMMITTEE CHARTER FEBRUARY 2015
JULY 2012
OCTOBER 2009
OCTOBER 2007
VERSION NO. REVISION NO. PAGE NO.
1 1 4 of 13

2 Internal Control

2.1 Ensure that a transparent financial and operational management system,


supported by a Procedures and Policies Handbook that will be used by the
entire organization, is established to ensure the integrity of internal control
activities throughout the Company.

2.2 Consider and discuss with management, the internal auditors, and the
independent auditors, the major issues as to the adequacy and
effectiveness of the Company's internal control system, including internal
financial controls, operational and compliance controls, information
technology security and controls, and any special audit steps adopted in
light of material control deficiencies.

2.3 For significant control weaknesses identified, the Audit Committee may
request Management to explain the impact and the actions taken to rectify
the identified control weaknesses.

3 Independent Auditor

3.1 Review the performance and recommend the appointment, retention or


discharge of the independent auditors, including the fixing of their
remuneration, to the full Board of Directors.

3.2 In the case of resignation or cessation from service of an independent


auditor, ensure that there is process for reporting in the annual and current
reports the reasons for cessation from service, and the date thereof, of an
independent auditor.

A preliminary copy of the said report shall be given by the corporation to


the independent auditor before its submission.

3.3 Ensure the rotation of the lead engagement partner at least once every five
(5) years and consider whether there should be regular rotation of the audit
firm itself.

3.4 Review and pre-approve the Independent Auditors' plans to understand the
basis for their risk assessment and financial statement materiality, including
the scope and frequency of the audit.
INITIAL ISSUE DATE
GLOBE TELECOM, INC.
SEPTEMBER 2003
AUDIT COMMITTEE CHARTER
SECTION NAME REVISION DATE
AUDIT COMMITTEE CHARTER FEBRUARY 2015
JULY 2012
OCTOBER 2009
OCTOBER 2007
VERSION NO. REVISION NO. PAGE NO.
1 1 5 of 13

In this regard, the Committee shall discuss with the independent auditors,
before the audit commences, the nature, scope and related fees of the
audit, and ensure proper coordination when more than one professional
service firm is needed.

3.5 Monitor coordination of efforts between the independent and internal


auditors. The Committee shall ensure that the internal and external
auditors act independently from each other.

3.6 Ensure that the independent auditor has unrestricted access to all records,
properties and personnel to enable performance of the required audit.

3.7 Review and approve proportion of audit versus non-audit work both in
relation to their significance to the auditor and in relation to the Companys
year-end financial statements, and total expenditure on consultancy, to
ensure that non-audit work will not be in conflict with the audit functions of
the independent auditor. The amount of non-audit work of independent
auditor shall be disclosed in the annual report.

3.8 Review with the independent auditor any problems or difficulties, including
any restrictions on the scope of the independent auditors activities or on
access to requested information and any significant disagreements with
management. The review may also include discussion of any proposed
accounting adjustments that were passed or not recorded.

3.9 Review of the independent auditors evaluation of internal accounting


controls. Independent auditors shall provide feedback to the Audit
Committee on their observations of internal control weaknesses arising
from statutory financial audits. Independent auditors should highlight
findings which are disputed by Management or where Management has not
agreed to implement remedial actions that would rectify the identified
weaknesses.

3.10 Conduct a separate meeting in executive session, with the independent


auditors to discuss any matters that the Committee or auditors believe
should be discussed privately, including the results of the audit, year-end
financial statements, and the quality of the management, financial and
accounting controls.
INITIAL ISSUE DATE
GLOBE TELECOM, INC.
SEPTEMBER 2003
AUDIT COMMITTEE CHARTER
SECTION NAME REVISION DATE
AUDIT COMMITTEE CHARTER FEBRUARY 2015
JULY 2012
OCTOBER 2009
OCTOBER 2007
VERSION NO. REVISION NO. PAGE NO.
1 1 6 of 13

4 Internal Audit Function

4.1 Review and approve the Internal Audit Charter, including subsequent
revisions thereto.
4.2 Set up the Internal Audit Department, including the appointment of the
Chief Audit Executive. The Committee shall establish and identify the
reporting line of the Chief Audit Executive, i.e., functionally report directly to
the Audit Committee, so that the reporting levels allow the internal audit
activity to fulfill properly its duties and responsibilities. The terms and
conditions for the appointment / dismissal of the Chief Audit Executive shall
be in accordance with the existing Company policy for hiring/dismissal of
heads of functions / departments. The Committee, having appointed the
Chief Audit Executive, shall also concur in his/her replacement, re-
assignment or dismissal.

4.3 Review with management and the Chief Audit Executive the plans,
activities, staffing, and organizational structure of the internal audit function.

4.4 Review and approve the Annual Internal Audit Work plan and all deviations
therefrom, and ensure that internal audit examinations cover at least the
evaluation of adequacy and effectiveness of controls encompassing the
Companys governance, operations, information systems, reliability and
integrity of financial and operational information, effectiveness and
efficiency of operations, safeguarding of assets and compliance with laws,
rules and regulations.

The Annual Internal Audit Plan shall include the audit scope, resources and
budget necessary to implement it.

The Committee shall also ensure that audit resources are reasonably
allocated to the areas of highest risk and further, ensure that the Annual
Internal Audit Plan is in conformity with the objectives of the corporation.

4.5 When specialized skills are not available within the Internal Audit
organization to carry-out reviews of complex operations or sophisticated
integrated systems, the Audit Committee may approve the augmentation of
the expertise of the Internal Audit organization through the engagement of
external specialists (e.g., forensic, treasury specialists, IT /
telecommunication specialists, actuarial, etc.) on a project or retainer basis.
INITIAL ISSUE DATE
GLOBE TELECOM, INC.
SEPTEMBER 2003
AUDIT COMMITTEE CHARTER
SECTION NAME REVISION DATE
AUDIT COMMITTEE CHARTER FEBRUARY 2015
JULY 2012
OCTOBER 2009
OCTOBER 2007
VERSION NO. REVISION NO. PAGE NO.
1 1 7 of 13

4.6 Ensure that the Internal Auditors have free and full access to all the
Companys records, properties and personnel relevant to and required by
its function and that the internal audit activity shall be free from interference
in determining its scope, performing its work and communicating its results.

4.7 Review Internal Audits periodic reports and the Internal Audit Annual
Report. Periodic reports shall highlight the status of projects in accordance
with the audit plan approved by the Committee, as well as any unplanned
projects. Such reports shall include a summary of key findings and
recommendations, including the status of implementation. The Annual
Report shall discuss the Internal Audit Departments activities and
performance relative to the audit plans and strategies approved by the
Audit Committee.

4.8 On an ongoing basis, Internal Audit shall provide the Audit Committee with
confirmation on the implementation of remedial actions agreed by
Management in response to internal audit reports and other reports from
the independent auditor, external counsel or the regulators.

4.9 Review the effectiveness of the internal audit function, including


compliance with The Institute of Internal Auditors International Standards
for the Professional Practice of Internal Auditing.

4.10 Provide inputs on the performance of the Internal Audit Organization and
communicate/discuss such inputs with the Chief Executive Officer who
shall then translate these into a performance appraisal applicable to the
Chief Audit Executive and Internal Auditors taken as a whole.

4.11 Conduct separate meetings with the Chief Audit Executive to discuss any
matter arising from the internal auditors work that the Committee or the
auditors may deem necessary to be discussed privately.

5 Compliance Oversight

5.1 Ensure that effective procedures are established for:

(i) The receipt, retention, and treatment of complaints received by the


Company regarding accounting, internal accounting controls, or
auditing matters; and
INITIAL ISSUE DATE
GLOBE TELECOM, INC.
SEPTEMBER 2003
AUDIT COMMITTEE CHARTER
SECTION NAME REVISION DATE
AUDIT COMMITTEE CHARTER FEBRUARY 2015
JULY 2012
OCTOBER 2009
OCTOBER 2007
VERSION NO. REVISION NO. PAGE NO.
1 1 8 of 13

(ii) The confidential, anonymous submission by employees or other


interested persons of concerns regarding questionable accounting or
auditing matters.
(iii) Appropriate corporate culture promoting ethical behavior.

5.2 Review control environment of the Company to assess whether Top


Management sets the right tone that supports culture of integrity and
promotes the corporate values of the Company.

5.3 Review the process for communicating the code of conduct, ethics policy,
and anti-fraud policy to Company personnel, and for monitoring the
compliance therewith, as well as compliance to all applicable laws and
regulations pursuant to which the Company conducts its operations and
business activities.

5.4 Review internal control framework implemented by Management for fraud


prevention and detection, including review of significant related party
transactions (RPT).

On an annual basis, Management, together with Internal Audit, shall


assess the effectiveness of the Companys Anti-Fraud Policy framework
and present the results of its assessment to the Audit Committee, together
with proposed improvement on the anti-fraud policies and controls to be
adopted to address any gaps noted from the review.

The Audit Committee shall also be provided by Management with reports


on all cases of suspected and actual frauds and breaches of laws and
regulations on a quarterly basis or more frequent, as necessary.

5.5 Review reports of internal and independent auditors, and regulatory


agencies, where applicable, ensuring that management is taking
appropriate actions in a timely manner, including addressing control and
compliance issues.

5.6 As necessary, institute and oversee special investigation, and, if


appropriate, hire special counsel or experts to provide the necessary
assistance.
INITIAL ISSUE DATE
GLOBE TELECOM, INC.
SEPTEMBER 2003
AUDIT COMMITTEE CHARTER
SECTION NAME REVISION DATE
AUDIT COMMITTEE CHARTER FEBRUARY 2015
JULY 2012
OCTOBER 2009
OCTOBER 2007
VERSION NO. REVISION NO. PAGE NO.
1 1 9 of 13

6 Risk Management

The Companys essential risk governance structure endorsed by the Board consists
of the various Board committees designated with oversight function on specific
risks:

1 The Executive Committee has oversight on corporate strategic risks and


operational risk management.

2 The Finance Committee oversees the Companys financial risk management,


including risks related to capital structure, acquisitions and divestments,
treasury activities, tax strategy and compliance. The Finance Committee does
not have principal oversight with respect to the Companys financial reporting
risks which is the responsibility of the Audit Committee.

3 The Audit Committee provides oversight of the financial reporting and


operational risks specifically on financial statement and reporting, internal
controls, legal or regulatory compliance, corporate governance, risk
management and fraud risks. For this purpose, Management shall provide a
quarterly report to the Audit Committee on information regarding risk
exposures and risk management activities.

Given the overlapping oversight functions of the various Board committees, and to
enable an integrated approach to risk management oversight at Board level, the
Audit Committee shall be the overall risks aggregator for all of the committees and
shall report regularly to the Board of Directors on the Companys risk management
efforts providing the Board with a more coordinated and effective review of risks
across the company and assurance over Globes overall risk management.

Management, however, remains primarily responsible for the development and


implementation of the risk management strategies, policies and systems intended
to address the identified risks.
INITIAL ISSUE DATE
GLOBE TELECOM, INC.
SEPTEMBER 2003
AUDIT COMMITTEE CHARTER
SECTION NAME REVISION DATE
AUDIT COMMITTEE CHARTER FEBRUARY 2015
JULY 2012
OCTOBER 2009
OCTOBER 2007
VERSION NO. REVISION NO. PAGE NO.
1 1 10 of 13

7 Reporting and Other Responsibilities

7.1 Regularly report to the Board of Directors about Committee activities and
issues that arise with respect to the quality or integrity of the Company's
financial statements, the effectiveness of the system of internal controls,
the performance and independence of the Company's independent
auditors, the performance of the internal audit function and the Company's
compliance with legal, regulatory or corporate governance requirements.

7.2 Highlight to the Board any serious concerns over the design or operating
effectiveness of internal controls that may have a material impact on the
financial statements.

7.3 For any awareness or knowledge of any suspected fraud or irregularity, or


suspected infringement of any laws or regulations of any regulatory
authority in the Philippines, which has or is likely to have a material impact
on the Companys operating results or financial position, the Audit
Committee must discuss such matter with the independent auditor and, at
an appropriate time, report the matter to the Board.

7.4 Provide an open avenue of communication between internal audit, the


independent auditors, management and the Board of Directors.

7.5 Report annually to the Board of Directors, describing the Committee's


composition, responsibilities and how they were discharged, and any other
information required by rule, including approval of non-audit services.
Confirm annually that all responsibilities outlined in this Charter have been
carried out.

7.6 Review any other reports the Company issues that relate to Committee
responsibilities.

7.7 Review and assess the adequacy of the Audit Committee Charter at least
annually, requesting Board of Directors approval for proposed changes
and ensure appropriate disclosure as may be required by law or regulation.

7.8 Perform other activities related to this Charter as requested by the Board of
Directors.
INITIAL ISSUE DATE
GLOBE TELECOM, INC.
SEPTEMBER 2003
AUDIT COMMITTEE CHARTER
SECTION NAME REVISION DATE
AUDIT COMMITTEE CHARTER FEBRUARY 2015
JULY 2012
OCTOBER 2009
OCTOBER 2007
VERSION NO. REVISION NO. PAGE NO.
1 1 11 of 13

F. Meetings and Schedule of Activities

1 To provide a systematic guide for the discharge of its responsibilities, the


Committee will agree on an annual calendar/schedule of activities that shall
determine the agenda for each meeting subject to adjustments and/or
revisions as needed. The Chief Audit Executive will ensure that the schedule
is carried out as planned.

2 The Audit Committee shall meet at least quarterly. Preferably, the quarterly
meetings will be held prior to the meeting of the Board of Directors. In cases
when there is a need for special meetings to take up any critical items that
would need approval in between the quarterly meetings, it shall be up to the
Chairman of the Audit Committee to either call for a special meeting or just
allow the routing of the covering paper.

3 The agenda for the meetings will be developed by the Chief Audit Executive,
based on the agreed calendar of activities and inputs from the Committee
members, subject to the approval of the Chairman. The quarterly meetings
will include the review and discussion of the quarterly or year-end financial
statements, the related disclosures and other reportorial requirements.

4 The President, Chief Operating Adviser, the Chief Operating Officer and the
Chief Financial Officer will be requested to attend Committee meetings. As
and when appropriate, the Committee may require other members of
management to be present at the meetings. External subject experts, such as
the appointed independent auditors and other consultants, may also be invited
to the meetings.

5 The Committee shall meet with the Chief Audit Executive and the independent
auditors in executive session at least twice a year.

6 The external auditors and/or Chief Audit Executive may request a meeting
with the Audit Committee whenever deemed necessary.

G. Reporting Procedures

To keep the Board of Directors apprised on the results of the Committees


activities, the Chairman of the Audit Committee shall submit a report every quarter
to the Chairman of the Board; and shall be ready to present the report to the full
Board during its meeting for the quarter.
INITIAL ISSUE DATE
GLOBE TELECOM, INC.
SEPTEMBER 2003
AUDIT COMMITTEE CHARTER
SECTION NAME REVISION DATE
AUDIT COMMITTEE CHARTER FEBRUARY 2015
JULY 2012
OCTOBER 2009
OCTOBER 2007
VERSION NO. REVISION NO. PAGE NO.
1 1 12 of 13

The Audit Committee Chairman will also submit and present an Annual Audit
Committee report to the full Board during its first meeting following the immediate
fiscal year.

H. Performance Evaluation and Continuous Improvement

To ensure that the Committee continues to fulfill its responsibilities in accordance


with global best practices and in compliance with the Manual of Corporate
Governance and other relevant regulatory requirements, the Committee shall
conduct an assessment of its performance at least annually. In this regard, the
Committee shall:

1 As a body, evaluate its performance by filling up a self-assessment


questionnaire that shall benchmark its practices against the expectations set
out in this Charter and the records of activities and operation of the Audit
Committee.

To further improve the performance of the Audit Committee, members of


Senior Management Team, Internal Audit, General Counsel and independent
auditors shall be required to comment and/or provide feedback using the
same assessment questionnaire. The results of the said assessment may be
validated by the Companys Compliance Officer.

2 Based on the results of the self-assessment, formulate and implement plans


to improve its performance. These shall include the identification of relevant
training needs intended to keep the members up-to-date with changes in the
legislative/regulatory environment, industry best practices, corporate
governance best practices, accounting and auditing standards, and other
relevant issues (e.g. emerging risks). All members shall be given the
opportunity to attend professional and technical development courses.

3 Semi-annually, review the status of implementation of such plans for


improvement.

In addition, the Audit Committee shall obtain and subject itself to an independent
assessment by the Board of Directors relative to its performance in accordance
with expectations set out in this Charter and the discharge of its responsibilities as
specified in the Audit Committee Calendar of Activities.
INITIAL ISSUE DATE
GLOBE TELECOM, INC.
SEPTEMBER 2003
AUDIT COMMITTEE CHARTER
SECTION NAME REVISION DATE
AUDIT COMMITTEE CHARTER FEBRUARY 2015
JULY 2012
OCTOBER 2009
OCTOBER 2007
VERSION NO. REVISION NO. PAGE NO.
1 1 13 of 13

All documents and records pertinent to the assessment process shall be kept
intact by the Internal Audit Department, which may be examined from time to time
by the Securities and Exchange Commission and/or such other appropriate
government agencies or instrumentalities.

I. Functional and Secretariat Support

The Internal Audit Department shall support the Audit Committee in the rendition of
its functions, specifically:

1 Internal Audit shall provide all the secretariat support to the Committee.

2 The Chief Audit Executive shall attend all the Committee meetings and be
primarily responsible for recording the minutes of the meetings.

3 Internal Audit shall keep all minutes of the meetings and make these available
for inspection by any member of the Audit Committee or the Board of
Directors, as and when requested. The Corporate Secretary shall be given a
copy of the Audit Committee minutes for safekeeping.

Internal Audit shall review all papers for submission to the Committee, including any
proposals from management before these are submitted to the Committee for approval.
If there are unresolved differences in opinion on any proposal between the proponent
and Internal Audit, these shall be highlighted to the Committee for consideration and
decision.
ANNEX "F"
ANNEX "G"
ANNEX "H"
ANNEX "I"

Attached as Annex to the Annual Corporate Governance Report (ACGR) for better appreciatioon of Globe Telecom's Risk Managemnet Framework/Methodology.
Annex J
Annex J
Annex J
Annex J
Annex J
VOTING RESULTS ON
MATTERS TAKEN UP AT THE ANNUAL STOCKHOLDERS MEETING
APRIL 7, 2015

Quorum based on total outstanding shares

No. of Shares Percentage of Total


Outstanding & Voting Shares Represented 280,621,191 90.16%

Matters for Approval

1. Approval of the minutes of the Annual Stockholders Meeting held on April 8, 2014

Votes Votes Cast Percentage of Voting Shares Present or


(One vote per share) Represented
For 274,680,901 97.88%
Against - -
Abstain - -

2. Annual report and Audited Financial Statements

Votes Votes Cast Percentage of Voting Shares Present or


(One vote per share) Represented
For 280,537,561 99.97%
Against - -
Abstain 83,630 0.03%

3. Ratification of all acts and resolutions of the Board of Directors and management adopted during the
preceding year

Votes Votes Cast Percentage of Voting Shares Present or


(One vote per share) Represented
For 280,527,056 99.97%
Against 10,505 0.004%
Abstain 83,630 0.03%
4. Election of directors (including the independent directors)

Votes Cast Percentage of Voting Shares Present or


(One vote per share) Represented
Jaime Augusto Zobel de Ayala 280,059,323 99.80%
Mark Chong Chin Kok 280,200,424 99.85%

Gerardo C. Ablaza, Jr. 280,177,373 99.84%

Ernest L. Cu 280,357,119 99.91%

Fernando Zobel de Ayala 280,073,793 99.80%


Samba Natarajan 280,235,824 99.86%

Delfin L. Lazaro 280,206,479 99.85%

Romeo L. Bernardo 279,950,262 99.76%

Rex Ma. A. Mendoza (independent 280,423,536 99.93%


director)

Saw Phaik Hwa (independent director) 280,457,094 99.94%

Manuel A. Pacis (independent director) 280,560,693 99.98%

5. Election of Independent Auditors and fixing of remuneration

Votes Votes Cast Percentage of Voting Shares Present or


(One vote per share) Represented
For 280,555,943 99.98%
Against 65,248 0.02%
Abstain - -

*The voting results were validated by SyCip Gorres Velayo & Co.
(ql Gtobe Tetecom, lnc.
SGtobe - The Globe Tower
32nd Street corner 7th Avenue,
Bonifacio GtobatCity,
Taguig, Phitippines'1 634
Minutes of the Annual Meeting of Stockholders**632 .tgt2ooo
April 7, 2015, Tuesday, 9:00 A.M. .i\
Ballroom 2, Fairmont Makati i]) www.gtobe.com.ph
1 Raffles Drive, MakatiAvenue, Makati City

No. of Shares Percentage of Total


Outstanding and Voting Shares
Represented 280,62',1,191 90.16%

Directors Present:

Jaime Augusto Zobel de Ayala Chairman of the Board


Ch ai rm a n, Executive Com m ittee

Gerardo C. Ablaza, Jr. Co-Vice Chairman of the Board


Co-Vice Ch airman, Executive Commiftee
Member, Compensation and
Rem u neration Committee
Member, Nomination Commiftee

Mark Chong Chin Kok Co-Vice Chairman of the Board


Co-Vice Chai rman, Executive Com mittee
Member, Compensation and
Re m u ne ratio n Com m ittee
Member, Nomin ation Com mittee

Ernest L. Cu President and CEO


Member of the Board
Member, Executive Committee

Delfin L. Lazaro Member of the Board


Chairman, Finance Committee

Fernando Zobel de Ayala Member of the Board


Member, Finance Commiftee

Romeo L. Bernardo Member of the Board


Member, Com pensation and
Rem u neratio n Com m ittee
Member, Nomi n ation Committee
Member, Audit Com mittee
Member, Finance Commiftee

lt/lanuelA. Pacis lndependent Director


Ch airman, Audit Com mittee
Rex Ma. A. Mendoza Member of the Board
Chairman, Nomination Committee

Directors Tay Soo Meng and Guillermo Luchangco were absent from the meeting

1. CALL TO ORDER

After the national anthem, the Chairman, Mr. Jaime Augusto Zobel de Ayala, called the
meeting to order. He welcomed the stockholders, and announced the presence of the
members of the Board, the President and Chief Executive Officer, and other officers of
the Company at the meeting.

2. NOTICE OF MEETING, DETERMINATION OF QUORUM


AND RULES OF CONDUCT AND PROCEDURES

The Secretary certified that, in accordance with the By-Laws, written notice of the time,
date, place and purpose of the meeting was sent on March 3,2015 to all stockholders of
record as of February 6, 2015. The notice also was published on April 1, 2015 in the
Philippine Daily lnquirer and Business World, newspapers of general circulation.

The Secretary further certified that stockholders representing 280,621,191 shares or


90.16% of the 311 ,248,211 outstanding and voting shares were present in person or by
proxy.

The Chairman advised that anyone who wished to make a remark should identify himself
after being acknowledged by the Chair and should limit his remarks to the item in the
agenda under consideration.

Thereafter, the Secretary discussed the voting procedures. He informed the


stockholders that they may opt for manual or online voting. For manual voting, each
stockholder was given a ballot to enable the stockholder to vote in writing. For online
voting, sixteen (16) stations were placed outside the Ballroom where stockholders may
cast their votes online. Both ballot and website platform stated the proposed resolutions
for consideration by the stockholders and each proposed resolution was shown on the
screen as the same was taken up at the meeting.

All the items in the agenda, except for the election of directors, required the vote of
stockholders representing at least a majority of the outstanding voting stock. The
election of directors was by plurality of votes and every stockholder was entitled to
cumulate his votes.

Each outstanding share of stock entitled the registered stockholder to one vote

The Secretary also announced that the polls were open for the stockholders to cast their
votes either manually or online. All votes received were tabulated by the Office of the
Corporate Secretary and the results validated by an external auditor SyCip Gorres
Velayo & Company (SGV). As the items in the agenda were taken up, the Secretary
reported on the votes received and tabulated at that point in time.

The Secretary informed the stockholders that the final tally of votes would be reflected in
the minutes of the meeting.
3. APPROVAL OF MINUTES OF THE2014 STOCKHOLDERS'MEETING

The next order of business was the approval of the minutes of the annual stockholders'
meeting held on April 8, 2014.

The Chairman said that copies of the minutes were distributed to the stockholders and
posted at the Company website before the meeting.

On motion of Ms. Olive Pagulayan seconded by Ms. Celeste Flores the stockholders
approved the minutes and adopted the following Resolution No. S-01 (2015), which was
shown on the screen:

Resolution No. S-07 (2015)

"RESOLVED, to approve the minutes of the


annual stockholders' meeting held on I Apfl 2014."

As tabulated by the Office of the Corporate Secretary and validated by SGV, the votes
on the motion for the approval of the minutes and the adoption of Resolution No. S-01
(2015) were as follows:

Votes Votes Gast Percentage of Voted


(One vote per share) Shares
For 274,680,901 97.88o/o
Aqainst 0 o%
Abstain 0 Oo/o

4. ANNUAL REPORT OF OFFICERS AND AUDITED FINANCIAL STATEMENTS

Chairman's Report

The Chairman reported that Globe Telecom posted record highs in overall service
revenues and profitability. Notwithstanding intense industry competition, Globe
registered broad-based growth across key services, which proved that network
modernization and transformation initiatives over the last three years paid off. Combined
with strategic partnerships with world-class content providers and the use of innovation
to deliver new products and services that cater to the emerging Filipino digital lifestyle,
Globe emerged as the mobile data provider of choice for Filipinos.

Compared to the country's strong economic performance, the telecommunications


sector posted a lower growth rate of 3.7o/o in Y2014 as the Mobile segment had yet to
fully monetize the increase in data traffic. With consumer behavior favoring digital
services for connectivity, music and video content, and productivity, and combined with
increasing smartphone penetration, the industry's network traffic shifted from the core
services of voice and SMS to data usage. Also, to encourage the adoption of mobile
browsing among consumers, particularly prepaid customers, promos offering free
access to social networking, communication apps, and mobile internet services were
introduced throughout the year. Moreover, competition in
the Philippine
telecommunications industry remained intense with the incumbent taking measures to
protect its market share. Mobile penetration reached an estimated 113Yo by the end of
the year with over 113M subscribers for the whole industry. The incidence of multi-
SlMming remained high as customers shifted usage depending on the attractiveness of
voice and SMS intra-network offers. Thus, yields for traditional voice and SMS remained
low due to the market's continued preference for value-based, flat-rate and unlimited
value offers. The multi-SlM incidence was partly an inadvertent consequence of the free
internet and mobile browsing services offered by both players.

Consistent with Globe's aim to provide sustainable dividends to shareholders, close to


Php10B in dividends was paid out inY2014 representing approximately 86% of Y2013
core net income (in line with the Company's policy of distributing dividends equivalent to
75o/o to 90% of prior year's core net income), which was 12% higher than last year. The
4.3% dividend yield remained competitive when compared against yields of government
securities and Philippine listed companies. Coupled with the increase in share price for
the year, the total shareholder return inY2014 was 9.1%.

Globe's record performance in Y2014 was a strong testament to its commitment to


provide subscribers with a differentiated level of customer service fully backed by a
modern network and a strong commitment to innovation. Globe continued to innovate
on services, distribution methods, and customer convenience, which enabled Globe to
keep a step ahead of competition. ln tune with the emerging Filipino digital lifestyle,
Globe launched new suite of mobile internet plans, or the Lifestyle Bundles, that allowed
Postpaid subscribers to customize data usage based on their lifestyles and interests.
On content, Globe forged strategic partnerships with world-class leaders or pre-eminent
internet companies such as Google, Facebook, Viber, Spotify, National Basketball
Association (NBA), and HOOQ, which not only validated the culture of openness and
collaboration but also enhanced the value of the Globe brand. ln the field of technology
and business startups, Kickstart Ventures lnc. (Kickstart) continued to give emerging
digital technology companies access to funding, resources, and networks to enable
startup companies to grow their business and ideas. To date, Kickstart has a portfolio of
21 digital startups focused on delivering solutions for e-lifestyle, ecommerce, software-
as-a-service, and social impact.

ln its commitment to create shared value for all stakeholders, Globe continued to pursue
business models that promote greater social inclusion. Globe's pioneering initiatives in
mobile money and microfinance through GCash and BPI Globe BanKo (BanKo),
respectively, were business models that advocated financial inclusion. GCash solidified
its presence in the mobile commerce industry and partnered with entities from both the
private and public sector. ln Y2014, GCash partnered with the local governments of
Quezon City, Valenzuela City, and Batangas City under the USAID's Scaling lnnovation
through Mobile Money (SIMM) project to provide residents a platform to settle their
payments of real property taxes and business and construction permits. On the other
hand, BanKo, a micro-finance-focused savings bank committed to provide financial
empowerment to the low-income segment and microfinance institutions, had reached out
to the rural communities. Partnering with the global humanitarian organization, Mercy
Corps, BanKo's emergency transfer program provided the means to directly and
efficiently send out financial assistance to 25,000 families in Haiyan-affected
communities and islands in the Visayas area. ln relation to GCash, the Chairman
announced the prospects of the Automated Fare Collection System (AFCS), a public-
private partnership project with Ayala Corporation, Bank of the Philippine lslands, and
the First Pacific Group, that would upgrade the Light Rail Transit and Metro Rail Transit
ticketing systems. Globe aimed to build the AFCS as an e-payment ecosystem to
include other forms of public transport and retail. Finally, in the area of education, Globe
had been the telecom infrastructure provider for content downloading for Text2Teach,
which augmented the formal teaching of Math, Science, English, and Values Education
for grade school students through communication technologies used in delivering
educational video materials.

ln closing, the Chairman thanked the Board of Directors, the management team, and
employees for their tireless efforts and contributions the past year. He also thanked the
business partners for their support, the subscribers for their loyal patronage, and
shareholders for their trust and confidence in Globe. Also, the Chairman acknowledged
the significant contributions of outgoing directors, Mr. Tay Soo Meng and Mr. Guillermo
Luchangco.

Thereupon, the Chairman handed over the floor to the President and CEO, Mr. Ernest
Cu, to deliver his report.

The President's Report

Mr. Cu reported that the Company recorded its best year yet in Y2014. Consolidated
service revenues peaked at Php99B, 9% up vs. LY (Php90.5B). Backed by strong
revenue growth and cost management, EBITDA reached Php39.3B, the highest
recorded level since Y2007. Net income was Php'l3.48, 170% higher than the PhpSB
recorded last year. Dividends declared amounted to Php75 per common share, which
was 12o/obetter than the Php67 per share dividend declared in Y2013. Further, Globe
recorded a historic alltime high in terms of share price at Php2,14O or 22.3o/o growth
from the beginning of the year.

The sustained strong performance of the Company was reflective of the transformation
initiatives started in Y2009. Globe successfully completed the network modernization,
which began in Y2011, and by the end of Y2014 100o/o of legacy sites were changed-out
with software-defined radios. 3G became pervasive throughout the nation and LTE in
large metro areas was implemented. Also, Globe laid out over 10,000 kilometers of fiber
and upgraded the core network. Moreover, Globe joined a consortium of international
telecom companies in building a $250M undersea international cable system that would
directly connect Southeast Asia and the United States with superior latency and with the
aim to deliver an additional 20 terabits per second of capacity. On the lT front, Globe
modernized and integrated the business support systems (BSS) and took a deliberate
approach to migrate the Prepaid subscribers into the new lT infrastructure. With a
modernized data-ready network and an integrated business support system on its way,
the Company was in a good position to further sustain the revenue momentum seen in
the past years.

Globe spearheaded the transition of its 46M customers into the digital world and led the
industry in introducing product innovations geared towards the digital lifestyle. Over the
past years, Globe pioneered efforts in introducing products and promotions that cater to
the customers digital preferences through the collaborative partnerships with global
giants in the world of content, i.e. Google (to provide free access to Google search
services), Viber and other messaging apps (to provide sachet bundles for subscribers
through UnliChat promo offers), Facebook (to allow Globe and TM subscribers free
access to Facebook for a period of six months from November 2013 to April 2014, and
re-launched for a two-month period ending November 2014), and Wattpad (to allow
users to read and share written literature and stories, and enabled Globe and TM
subscribers access to crowd-sourced content as part of promotions or part of bundles
with data plans). Also, Globe launched Globe GoSurf data plans, volume-based plans
for customers' data access based on consumption. GoSurf was meant to improve
customer experience by curbing abusive data behavior and provide needed data
capacities across all subscribers. Adoption of GoSurf data plans had been widely
successful partly due to the bundling of free access to Spotify. The partnership with
Spotify paved the way in ensuring proper data pricing for the industry and in shifting
away from time-based and unlimited data plans. ln addition, Globe partnered with the
National Basketball Association (NBA) and HOOQ. Globe, as the official wireless
partner of NBA would bring exclusive NBA League Pass and other NBA-related content
to all subscribers. Through partnership with HOOQ, Globe, TM, and Tattoo customers
could enjoy unlimited online video streaming coupled with offline viewing options. To
complement the international content portfolio, local film and TV content also were
available through strategic alliances with the country's top content producers, such as
GMA Network, Viva Communications, Regal Entertainment, and ABS-CBN. Filipinos
would be the first to have access to the service as HOOQ's first launch was done in the
Philippines. lndeed, Globe tailor-made lifestyle packages to meet subscribers' social
networking and crowd-sourced content needs, including chatting and digital
communication, music, sports, and media.

ln line with the thrust of providing or catering to the digital lifestyle needs of the
customers, Globe revolutionized the telecom retail with the introduction of the Globe
Gen3 stores. Gen3 stores were designed to house interactive lifestyle vignettes,
featuring a myriad of products and lifestyle packages to further engage the customers
and tailor-fit the retail experience to their demands. Conceived in collaboration with Tim
Kobe, who designed the famed Apple store in Manhattan, New York, the Gen3 stores
offer a revolutionary take on the telecom retail experience by creating windows into what
data and technology could do in different areas in the stores, all of which are moveable
and could change periodically much like the way technologies change. The two (2)
Gen3 stores at SM North Edsa, Quezon City and Limketkai Mall, Cagayan de Oro
opened in December 2014.

The early returns of programs in Mobile Data led to incredible results with Mobile Data
revenues growing 23%YoY from Php11.68 LY to Php14.3B. Smartphone penetration
and Mobile Data users increased significantly from last year. With the growth in Mobile
Data service revenues, Mobile revenues reached an alltime high of Php78.1B from
72.88 LY. The strong 7o/o YoY growth in Mobile revenues was not only driven by Mobile
services, as core voice and SMS likewise increasedTo/o and 1%, respectively. As the
Globe brand resonated as the brand of choice in the digital space, acquisition of new
subscribers reached record-levels with total gross acquisitions of 38.5M subscribers
across all three (3) brands, up from 30.9M in Y2013. Cumulative Mobile subscribers
stood at about 44M, up 14o/o from 37.8M last year. ln the Broadband segment, Globe
maintained the revenue momentum throughoutY2014. Revenues reached Php12.7B, a
22o/o improvement from Php10.4B recorded a year ago. The strong growth in
Broadband revenues was underscored by the robust subscriber expansion for both
wired and wireless subscribers, rising demand for data connectivity, affordability of WiFi-
enabled gadgets, and increased pervasiveness of Globe's wireless and wired data
network. Accordingly, Globe ended the year with 2.8M Broadband subscribers, up37%
from Y2013. Complementing the growth of the Mobile and Broadband segments, Fixed
Line or Corporate Data grew 17o/o from Php4.7B in Y2013 to Php5.5B, driven by the
robust growth of the Philippine economy over the past year and Globe's renewed focus
in providing solutions that matter to corporate clients, i.e. traditional leased lines, cloud
computing, and managed services.

Globe's record-breaking results were the product of the engagement of Globe's 6,182
strong workforce. Employee engagement at Globe was 87o/o based on a survey
conducted by Towers Watson. Globe employee engagement level compared favorably
against the Philippine national norm (83%), global telecommunications norm (79%), and
global high-performing company norm (83%). Globe also was awarded the Platinum
Award for Excellence in Management and Corporate Governance from The Asset
Magazine, and the People's Choice Stevie Awards for Telecommunications, as
organized by the lnternational Business Awards. The engagement level of employees
included going the extra mile not only for the customers but also for the community.
Cultivating the spirit of volunteerism, Globe employees logged a total of 12,668 hours of
volunteerism work geared towards extending Globe's collective hand in public service.
One of the major corporate social responsibility (CSR) efforts of Globe was Project
Noah's Ark. Together with Habitat for Humanity, Globe held a groundbreaking for the
construction of Noah's Ark classrooms in seven municipalities in Aklan. Globe also
launched Project 1 Phone to recover and recycle e-wastes from mobile phones and
portable devices, promote proper disposal thereof, and provide additional funds in the
building of schools in Aklan.

ln conclusion, Mr. Cu said that the customer service orientation that had been instituted,
the culture of innovation in place, and the sustained engagement of the employees
would enable Globe to continue to break records moving forward. Together with Globe's
data-ready network, integrated business support systems, and content portfolio built on
sustainable partnerships with global players, Globe could sustain the momentum and
continue to create a wonderfulworld.

Questions or Comments from the Stockholders

The Chairman opened the floor for questions on the annual report and the 2014 audited
financial statements. Mr. Guillermo Guilly asked about the impact to the Company of the
government's migration to digital platform. Mr. Cu answered that the movement to e-
government platform created opportunities for Globe to bid in government projects. He
added that Globe had in fact been participating in various projects of the government.
Next, Mr. Soliben Steven inquired if Globe had a comprehensive annual target, and
whether all targets were achieved. He also inquired about the status of Globe's alliance
with Bayan Telecommunications, lnc. (Bayantel). Mr. Cu replied that Globe hit all
budget, which were actually above expectations. ln Y2014, Globe broke all grounds in
terms of revenues, profitability, and market share. As regards Bayantel, there were no
more opposition to the merger between Globe and Bayantel as the TRO had expired
and the Court of Appeals already denied the petition of competition, and Globe was just
waiting for the National Telecommunications Commission to render a decision on the
matter.

Approval of the Annual Report and the 2014 Audited Financial Statements

The Chairman requested for a motion for approval of the annual report including the
201 4 audited financial statements.
On motion made by Mr. George Abellera and seconded by Ms. Anna Formaran, the
stockholders approved the annual report including the 2014 audited financial statements
and adopted the following Resolution No. S-02 (2015), which was shown on the screen.

Resolution No. S-02 (2015)

"RESOLVED, to approve the 2014 Annual Report


including the 2014 Audited FinancialSfafemenfs of Globe
Telecom, lnc."

As tabulated by the Office of the Corporate Secretary and validated by SGV, the votes
on the motion for the approval of the 2014 Annual Report including lhe 2014 Audited
Financial Statements, and the adoption of Resolution No. S-02 (2015) were as follows:

Votes Votes Cast Percentage of Voted


(One vote per share) Shares
For 280,537,561 99.97o/o
Against 0 0o/o
Abstain 83,630 0.03%

5. RATIFICATION OF ALL ACTS AND RESOLUTIONS OF THE BOARD OF


DIRECTORS AND MANAGEMENT ADOPTED DURING THE PRECEDING YEAR

At the request of the Chairman, the Secretary explained that the ratification by the
stockholders was sought for all the acts and resolutions of the Board of Directors,
Executive Committee, and other Board Committees and all the acts of Management of
the Company taken or adopted since the annual stockholders' meeting on April 8,2014
until the date of this meeting.

The acts and resolutions of the Board and its Committees were reflected in the minutes
of meetings and included approval of contracts and agreement, projects and
investments, treasury matters, and acts and resolutions covered by disclosures to the
Securities and Exchange Commission and the Philippine Stock Exchange. The acts of
Management were those taken to implement the resolutions of the Board or its
Committees or taken in the general conduct of business.

There being no question on the item under consideration, the Chairman requested for a
motion for approval.

Upon motion made by Mr. Ramon Navarro and seconded by Ms. Elizabeth Tolentino,
the stockholders ratified all acts and resolutions during the preceding year of the Board
of Directors, Executive Committee, and other Board Committees and the acts of
Management, and adopted Resolution No. S-03 (2015), as shown on the screen.

Resolution IVo. S-03 (2015)

"RESOLVED, to ratify all acts and resolutions of


the Board of Directors, Executive Committee, and other
Board Committees, and allthe acts of Management since
the Annual Stockholders' meeting on April 8, 2014 until
Api|7,2015."
As tabulated by the Office of the Corporate Secretary and validated by SGV, the votes
on the motion to ratify the acts and resolutions of the Board of Directors and
Management during the preceding year, and the adoption of Resolution No. S-03 (2015)
were as follows:

Votes Votes Cast Percentage of Voted


(One vote per share) Shares
For 280,527,056 99.97o/o
Aqainst 10,505 0.0Q4o/o
Abstain 83,630 0 03%

6. ELECTTON OF DTRECTORS (INCLUDING THE INDEPENDENT DIRECTORS)

The next item in the agenda was the election of eleven (11) members of the Board of
Directors for the ensuing year. The Chairman requested Mr. Rex Ma. A. Mendoza,
Chairman of the Nomination Committee, to inform the stockholders of the process in the
nomination of directors for the ensuing year.

Mr. Mendoza reported that in accordance with the By-Laws of the Corporation, the
Manual of Corporate Governance and the SEC Rules, the names of the following
nominees to the Board of Directors were submitted to the Nomination Committee by a
minority shareholder, and each one accepted in writing the nomination:

1. Jaime Augusto Zobel de Ayala


2. Delfin L. Lazaro
3. Mark Chong Chin Kok
4. Fernando Zobel de Ayala
5. Gerardo C. Ablaza, Jr.
6. Romeo L. Bernardo
7. Samba Natarajan
8. Saw Phaik Hwa
9. Rex Ma. A. Mendoza
10. Manuel A. Pacis
11. Ernest L. Cu

Messrs. Manuel A. Pacis and Rex Ma. A. Mendoza, and Ms. Saw Phaik Hwa were
nominated as independent directors. The nomination closed on February 20,2015. The
Nomination Committee, in the exercise of its assigned task, determined that the 11
nominees, inclusive of the 3 nominees for independent directors, have all the
qualifications and none of the disqualifications to sit as members of the Board of
Directors of the Company.

Thereupon, Mr. Mendoza submitted the nominees for election by the stockholders. As
tabulated by the Office of the Corporate Secretary and validated by SGV, the votes
received by each nominee (and percentage of votes represented) were as follows:
For Aqainst Abstain
ot ot
Nominees' Number lo Number % Number to
Jaime Augusto Zobel de 280,059,323 99.80 560,293 0.20 0 0
Ayala
Delfin L. Lazaro 280,206,479 99.85 413,237 0.15 0 0
Mark Chong Chin Kok 280,200,424 99.85 419,192 0.15 0 0
Fernando Zobel de Ayala 280,073,793 99.80 545,823 0.19 0 0
Gerardo C. Ablaza, Jr 280,177,373 99.84 442,343 0.16 0 0
Romeo L. Bernardo 279,950,262 99.76 574,553 0.20 0 0
Samba Nataraian 280,235,824 99.86 383,792 0.14 0 0
Ernest L. Cu 280,357,119 99.91 357,398 0.13 0 0
Rex Ma. A. Mendoza 280,423,536 99.93 196,080 0.07 0 0
(lndependent)
Manuel A. Pacis 280,560,693 99.98 58,923 0.02 0 0
(lndependent)
Saw Phaik Hwa 280,457,094 99.94 162,522 0.06 0 0
(lndependent)

ln view of the results of the election, on motion of Mr. Serville Arsenio Garcia seconded
by Ms. Celeste Flores, the eleven (11) nominees were declared elected as directors for
the ensuing year to serve as directors from the date of the meeting until their successors
are duly elected and qualified, and Resolution No. S-04 (2015) adopted, as shown on
the screen.

Resolution No. S-04 (2015)

'RESOLVED, to elect the following as directors of


the Corporation to serve as such beginning today until
their successors are elected and qualified:

1. Jaime Augusto Zobel de Ayala


2. Delfin L. Lazaro
3. Mark Chong Chin Kok
4. Fernando Zobel de Ayala
5. Gerardo C. Ablaza, Jr.
6. Romeo L. Bernardo
7. Samba Natarajan
8. Saw Phaik Hwa
9. Rex Ma. A. Mendoza
10. ManuelA. Pacis
11. Ernest L. Cu"

The Chairman welcomed Mr. Samba Natarajan and Ms. Saw Phaik Hwa to the Board

t)nder the Corporation Code of the Phitippines, election of directors is by pluratity of votes.
"Abstain" and "Against" votes have no effect on the outcome of the elections.
7. ELECTION OF INDEPENDENT AUDITORS AND FIXING OF THEIR
REMUNERATION

At the request of the Chairman, Mr. Manuel A. Pacis, Chairman of the Audit Committee,
informed the stockholders that in line with the Company's corporate governance policy,
the Committee recommended the accounting firm of Navarro Amper & Co./Deloitte
Philippines as the Company's independent auditor for year 2015. The Committee
proposed, and the Board of Directors agreed, to endorse the election of Navarro Amper
& Co./ Deloitte Philippines as the independent auditor of the Globe Group for the current
fiscal yearfor a fee of Php10.08M, exclusive of 7.5% out-of-pocket expenses and audit
related fees. Mr. Gregorio S. Navarro shall be the lead engagement Partner for 2015.

Upon motion made by Ms. Jennifer Lejos and seconded by Ms. lrene Esquieres, the
stockholders elected the firm of Navarro Amper & Co./Deloitte Philippines as the
lndependent Auditor of the Company for the present fiscal year with a remuneration of
Php10.08M, and adopted the following Resolution No. S-05 (2015), as shown on the
screen:

Resolution IVo. S-05 (2015)

"RESOLVED, to appoint Navarro Amper &


Co./Deloifte Philippines as the Corporation's independent
auditors for the year 2015 with a remuneration of
Php10.08M."

As tabulated by the Office of the Corporate Secretary and validated by SGV, the votes
on the motion to elect Navarro Amper & Co./Deloitte Philippines as the Company's
independent auditor for the present fiscal year with a remuneration of Php10.08M and
the adoption of Resolution No. S-05 (2015) were as follows:

Votes Votes Cast Percentage of Voted


(One vote per share) Shares
For 280,555,943 99.98%
Against 65,248 0.02o/o
Abstain 0 0o/o

Mr. Pacis thanked SGV & Co., which served the Company for more than 30 years, and
acknowledged the presence of the SGV & Co. representatives.

8. OTHERMATTERS

The Chairman opened the floor for comments and questions on matters that are relevant
to the stockholders. There were, however, no questions from the stockholders.
9. ADJOURNMENT

There being no other matters to discuss, on motion of Ms. Angie Magallanes, seconded
by Mr. Jhondo Anyayahan, the meeting was adjourned.

SOLOMON M. HERMOSURA
Corporate Secretary

ATTESTED BY:

JAIME AUGUSTO ZOBEL DE AYALA


Chairman of the Board & of the Meeting

*Ihrb ,s still subject for approval at the 2016 Annual Stockholders' Meeting
Annex K
Annex K

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