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In August 2009, the Board of Directors of ATS approved the consolidation of its Audit Committee to the<br />

newly created Audit and Corporate Governance Committee. The incumbent members of the said<br />

Committee are Francis Chua as chairperson, Michelle Lu and Mark Williams as members, and Evan<br />

McBride and Geoffrey Seeto as ex-officio members.<br />

At its regular board meeting on April 23, 2009, the Board of Directors approved a resolution to<br />

delegate to the Board of Directors the authority to appoint the Company’s external auditors. The<br />

stockholders ratified the same resolution during its annual stockholders meeting.<br />

In compliance with SEC guidelines on the rotation of external auditors under its SRC Rule 68,<br />

Paragraph 3(b)(iv), ATS has already adopted and incorporated the said guidelines in its Code of<br />

Corporate Governance.<br />

Mr. Ladislao Z. Avila Jr. has been the signing partner since fiscal year 2006. He will be replaced<br />

starting fiscal year 2011 in compliance with the five years rotation requirement under SRC Rule 68,<br />

Paragraph 3(b)(iv).<br />

(1) External Audit Fees and Services<br />

Audit Fees<br />

Audit-Related Fees<br />

All Other Fees<br />

Estimates for<br />

December 31, 2011<br />

Year ended<br />

December 31, 2010<br />

P 1,000,000 P 1,000,000<br />

Year ended December<br />

31, 2009<br />

P 1,000,000<br />

TOTAL P 1,000,000 P 1,000,000 P 1,000,000<br />

Audit Fees<br />

This represents professional fees for financial assurance services rendered for the Company’s Annual<br />

Financial Statements, review and opinion for SEC Annual Report.<br />

Audit-Related Fees<br />

This represents professional fees for technology and security risk services rendered by the external<br />

auditor in connection with the Audit on Company’s Annual Financial Statements.<br />

All Other Fees<br />

This represents fees for services rendered in reviewing and issuing opinion with regards to the<br />

Company’s annual reportorial requirement with Maritime Industry Authority (MARINA).<br />

Audit services provided to the Company by external auditor, SGV, have been pre-approved by the Audit<br />

and Corporate Governance Committee. The Audit and Corporate Governance Committee has reviewed<br />

the magnitude and nature of these services to ensure that they are compatible with maintaining the<br />

independence of the external auditor.<br />

(2) Changes in and Disagreements With Accountants on Accounting and Financial Disclosure<br />

There was no event in the past years where SGV and the Company had any disagreements with regard<br />

to any matter relating to accounting principles or practices, financial statement disclosure or auditing<br />

scope or procedure.<br />

12

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