GOVERNANCE AT PACIFIC ONLINE

Corporate Governance Manual

The principal roles of the Board of Directors of Pacific Online are to oversee how management serves the interests of the shareholders and other stakeholders, and to ensure that the latter are adequately and timely informed of all relevant information about the Company. Towards this end, the Board has adopted Corporate Governance Principles to ensure its independence and keep itself fully-informed of the key risks and strategic issues facing Pacific Online.

Date	Title	Links
2017-May-31	Manual on Corporate Governance

Charter of the Board of Directors

It shall be the Board’s Responsibility to foster the long-term success of the Corporation, and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and the best interests of its stockholders and other stakeholdersand strategic issues facing Pacific Online.

Date	Title	Links
2017-May-31	Charter of the Board of Directors

Internal Audit Charter

The mission of the internal audit is to provide independent, objective assurance and consulting services designed to add value and improve the Company’s operations.  It helps the Corporation accomplish its objectives by bringing in a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and the governance process. 

Date	Title	Links
2018-May-15	Internal Audit Charter

Board Committees, Charter & Attendance

To assist the Board of Directors in ensuring compliance with good corporate governance principles, the following committees have been formed:

Executive Committee

The Executive Committee which exercises, in between meetings of the Board, all the powers of the Board (except those powers expressly reserved by applicable law to the Board) in the management and direction of the business and conduct of the affairs of the Company, subject to any specific directions given by the Board.

Date	Title	Links
2018-May-15	Executive Committee Charter
2018-Dec-31	Executive Committee Attendance

Audit Committee

The Audit Committee assists the Company’s Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing Pacific Online’s quarterly and annual financial statements, considering the scope of the Company’s annual external audit, approving the Company’s internal audit program, advising on the appointment of external auditors, and reviewing the effectiveness of the Company’s internal control systems and risk management systems.

Date	Title	Links
2017-May-31	Audit Committee Charter
2018-May-28	Annual Confirmation of Internal Audit & Control Adequacy
2018-Dec-31	Audit Committee Attendance

Board Risk Oversight Committee

The Risk Committee will assist the Board in providing framework to identify, assess, monitor and manage the risks associated with the Company’s business. It helps the Board to adopt practices designed to identify significant areas of business and financial risks and to effectively manage those risks in accordance with Company’s risk profile.

Date	Title	Links
2018-May-31	Board Risk Oversight Committee Charter
2018-Dec-31	Board Risk Oversight Committee Attendance

Corporate Governance Committee

The Corporate Governance Committee is tasked with ensuring compliance with, and proper observance of, corporate governance principles and practices.

Date	Title	Links
2017-May-31	Corporate Governance Committee Charter
2018-Dec-31	Corporate Governance Committee Attendance

Related Party Transactions Committee

The Committee shall be responsible for reviewing all material related party transactions of the Company and ensuring that all RPTs are conducted on a fair and arms-length basis. Transactions considered material are subject to review by the Committee prior to Board approval and Management execution.

Date	Title	Links
2017-Mar-21	Related Party Transactions Committee Charter
2018-Dec-31	Related Party Transactions Committee Attendance

Board Meeting Attendance

Date	Title	Links
2018-Dec-31	BOD Meetings and Attendance

Board of Directors Evaluation

Date	Title	Links
2018-Dec-31	Board of Directors Evaluation 2018

Continuing Education

POSC’s continuing education program enables its Directors and Officers to stay current with the latest development on corporate governance topics. The corporate training programs are important components in fostering board effectiveness.

Date	Title	Links
2018-Dec-31	Continuing Education for Directors And Officer

Shareholding and Trading of Board & Officers

Date	Title	Links
2018-Dec-31	Shareholding and Trading of Board & Officers 2018