Nomination and Compensation Committee

Duties and Responsibilities:

On Nomination:

(1) To pre-screen and shortlist candidates nominated to become a member of the Board in accordance with the qualifications and disqualifications for directors set forth in existing laws, relevant regulations and this Manual;

(2) To consider and recommend to the Board the permanent or  temporary disqualification or such other appropriate administrative sanction of any Director based on the grounds provided under this Manual and the Committee Charter

(3) To determine and submit an appropriate recommendation or finding on whether a candidate’s directorship in other corporations would affect his capacity to serve and perform his duties as a Director diligently, taking into consideration the following factors: (a) The nature of the business of the Company; (b) The number of directorships/active memberships and officerships of a Director in other corporations or organizations; (c) Any possible conflict of interest; (d) The age of the Director; and (e) Such other factors which the Board may consider from time to time.

(4) To ensure that the Executive Directors, the Independent Directors and Non-Executive Directors who serve as full-time executives in other corporations shall submit themselves to a low-indicative limit on directorships in other corporations in order that the capacity of said directors to serve the Company with utmost diligence shall not be compromised.

(5) To ensure that the Company shall conform with the requirement to have an independent director or such number of independent directors as maybe required by law and its articles of incorporation and by-laws.

(6) In connection with the qualification and election of independent directors for purposes of a stockholder’s meeting, to conduct the nomination process for the election of independent directors under the procedures/guidelines provided under the Committee’s Charter.

(7) After the nomination, to prepare a final list of all candidates which shall contain all the information about all the nominees for independent directors, as required under Part IV (A) and (C) of Annex “C” of the Securities Code Rule 12, which list, shall be made available to the Commission and to all stockholders through the filing and distribution of the Information Statement or Proxy Statement, in accordance with Securities Code Rules 17.1 (b) or 20, respectively, or in such other reports the company is required to submit to the Commission.   The name of the person or group of persons who recommended the nomination of the independent director shall be identified in such report including any relationship with the nominee.  Only nominees whose names appear on the final List of Candidates shall be eligible as Independent Directors.   No other nomination shall be entertained after the final List of Candidates shall have been prepared.  No further nomination shall be entertained or allowed on the floor during the actual stockholders’ meeting.

(8) To identify and recommend the candidates among the incumbent Directors to fill vacancies in any of the Board Committees, taking into consideration the factors set out in the respective Charters of said Committees as well as any other factors it deems appropriate.

(9) To redefine, in consultation with the Board, the roles, duties and responsibilities of the President, if the Committee reasonably believes that such is necessary in order to integrate the dynamic requirements of the business as a going concern and the future plans of the Company, subject at all times to the principles of sound corporate governance.

(10) To identify candidates for any vacancies in the Board.

(11) To conduct and Annual Board evaluation process to assess the effectiveness of the Board.

(12) To put together terms of reference for senior executives of the Company, including the CEO, VPs, etc., setting forth qualifications and competencies for such offices, which shall include commercial, financial and/or technical experience and expertise in running a business enterprise.

On Compensation:

(13) To establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of corporate officers and directors; provide oversight over remuneration of senior management and other key personnel, ensuring that compensation is consistent with the Company’s culture, strategy objectives, plans and programs as well as the power and energy industry.

(14) To review and recommend to the Board the Company’s compensation system, policies and guidelines and oversee the development and implementation of compensation and incentives program and guidelines affecting members of the Board, President , Vice Presidents and Senior Managers.

(15) To review annually the existing salary structure of the President, Vice Presidents and Senior Managers against actual payline and existing trendline of the industry compensation and benefits and brief the Board on the situation of the company and how it compares with the industries and leading companies.

(16) To review and recommend to the Board changes in the organizational structure and staffing requirements affecting Senior Managers of higher.

(17) To undertake any special projects or investigations which the Committee considers necessary, and perform other tasks or duties as may be requested or delegated by the Board of President.