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new composition of the Company’s Board appointed the following as Chairman and members of the<br />

Compensation/Remuneration and Nomination Committee:<br />

Chairman:<br />

Members:<br />

Mr. Sulficio O. Tagud, Jr.<br />

Mr. Mark E. Williams<br />

Ms. Michelle Lu<br />

The Compensation/Remuneration and Nomination Committee promulgated the guidelines which<br />

govern the conduct of the nomination of the members of the Company Board. It had pre-screened and<br />

short listed all candidates and came up with the following individuals as nominees for independent<br />

directors for the ensuing year (2011-2012):<br />

(1) Amb. Raul Rabe as nominated by Mr. Mark Williams<br />

(2) Mr. Francis Chua as nominated by Ms. Michelle Lu<br />

The nominating persons are not related to the nominees within the fourth degree of consanguinity.<br />

Further, the Committee approved on July 20, 2005 the Company’s Amended By-Laws incorporating the<br />

procedures for the nomination and election of Independent Directors under Rule 38 of the Securities<br />

Regulation Code, as the same may be amended from time to time.<br />

Period in Which Directors and Executive Officers Should Serve<br />

The directors and executive officers should serve for a period of one (1) year and until the election and<br />

qualification of their successors.<br />

Terms of Office of a Director<br />

The nine (9) directors shall be stockholders and shall be elected annually by the stockholders owning a<br />

majority of the outstanding common shares of the Registrant for a term of one (1) year and shall serve<br />

until the election and qualification of their successors.<br />

Any vacancy in the board of directors other than removal or expiration of term may be filled by a<br />

majority vote of the remaining members thereof at a meeting called for that purpose if they still<br />

constitute a quorum, and the director or directors so chosen shall serve for the unexpired term.<br />

Further, in April 2011, the Board approved a resolution to increase the number of directors from nine<br />

(9) to thirteen (13). The said proposal is still subject to the ratification by the Company’s stockholders<br />

during the upcoming annual stockholders’ meeting.<br />

Significant Employees<br />

The Corporation and its subsidiaries consider the contribution of every employee important to the<br />

fulfillment of its goals.<br />

Family Relationships<br />

Messrs. Enrique M. Aboitiz, Jr. and Jon Ramon Aboitiz are cousins and are related within the fourth<br />

degree of consanguinity.<br />

Other than the ones that are disclosed above, there are no other family relationships within the fourth<br />

degree of consanguinity known to the Registrant.<br />

Involvement in Certain Legal Proceedings<br />

To the knowledge and/or information of ATS, none of its nominees for election as directors, the present<br />

members of its Board of Directors or its executive officers, is presently or during the last five (5) years<br />

9

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