Compliance with the principles of good corporate governance starts with the Board of Directors (the “Board”). The Board of Directors is primarily responsible for the governance of the corporation. Corollary to setting the policies for the accomplishment of the corporate objectives, it shall provide an independent check on Management.

It shall be the Board's responsibility to foster the long-term success of the Corporation and secure its sustained competitiveness in a manner consistent with its fiduciary responsibility, which it shall exercise in the best interest of Metro Global, its shareholders and other stakeholders. The Board shall conduct itself with utmost honesty and integrity in the discharge of its duties, functions and responsibilities.

Roles and Responsibilities of the Board

A director's office is one of trust and confidence. He shall act in a manner characterized by transparency, accountability and fairness. He should also exercise leadership,prudence and integrity in directing the company towards sustained progress.

General Responsibility
1. The Board members should act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the company and all shareholders. The board members should act in the interest of the company and all its shareholders, and not those of the controlling company of the group or any other stakeholder.
2. It is 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 bestinterests of its stockholders and other stakeholders.

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Roles and Responsibilities of the Chairman

The Board should be headed by a competent and qualified Chairperson.

The roles of Chair and CEO should, as much as practicable, be separate to foster an appropriate balance of power, increased accountability and better capacity for independent decision-making by the Board. A clear delineation of functions should be made between the Chair and CEO upon their election. If the positions of Chair and CEO are unified, the proper checks and balances should be laid down to ensure that the Board gets the benefit of independent views and perspectives. The duties and responsibilities of the Chair in relation to the Board may include, among others, the following:

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Board Meetings and Quorum Requirements

Members of the Board should attend regular and special meetings of the Board in person or via teleconference or by any other means allowed by the SEC. An independent director shall, as far as possible, shall always be in attendance. However, unless otherwise provided in the By-Laws, the absence of an independent director may not affect the quorum requirements if the independent director is duly notified of the meeting but notwithstanding such notice fails to attend. To promote transparency, the Board may require the presence of at least one independent director in all its meetings.

To monitor the Directors’ compliance with the attendance requirements, corporations shall submit to the Commission, on or before January 30 of the following year, a report on the Consolidated Changes in the Annual Corporate Governance Report from the previous year.

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Company's Training and Development Programmes

We are committed to having a workplace prepared to meet current and future business objectives by providing our employees, at all levels, with appropriate education and training opportunities.

If necessary, funds shall be allocated for the purpose of conducting an orientation program or workshop to operationalize this Manual.
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Succesion Planning Policy

A change in executive leadership creates uncertainty for all organization and can be a very challenging time. Therefore, it is the policy of Metro Global Holdings Corp. (MGHC) to be prepared for an eventual eventual permanent change in leadership - either planned or unplanned - to insure the stabiliy and accountability of the organization until new permanent leadership is identified. The Board of Directors shall be responsible for implementing this policy and its related procedures.

POLICY: It is the policy of the Board of MGHC to assess the leadership needs of the organization. Therefore, ensuring the selection of a qualified and capable; a good fit for the organization's mission, vision, values, goals and objectives; and who has the necessary competencies for the leadership needs of MGHC.
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