Corporate Governance

The Board of Directors, officers, and employees of Discovery World Corporation commit themselves to the principles and best practices to guide the organization in its attainment of its goals and objectives. They believe that corporate governance is a necessary component of what constitutes sound strategic management.

The company’s Corporate Governance policies, programs and procedures are contained in its Manual on Corporate Governance.

Enterprise Risk Management

Discovery World Corporation recognizes that risk is an inherent component of business operations and that risk management is integral to day-to-day corporate management. Guided by the ISO 31000:2018 standard, the Company formalizes its Enterprise Risk Management (ERM) framework to ensure all functional areas—across both Corporate Head Offices and property-level operations—apply best practices, share operational intelligence, and provide transparent risk visibility to all stakeholders to ensure sustained, high-quality service delivery.

Oversight of enterprise-wide risk activities is exercised by the Board Risk Oversight Committee (BROC), which reviews annual risk assessments, emerging exposures, and mitigation progress at every meeting. The Company maintains structured Risk Registers where identified risks are evaluated using standardized impact matrices and regularly updated with concrete control plans.

The Company’s risk methodologies encompass strategic, operational, financial, compliance, reputational, and EESG (Economic, Environmental, Social, Governance / Climate Resilience) risks. Each Business Unit and operational property designates Risk Champions who possess the authority to drive risk identification, monitoring, and mitigation within their respective domains.

The effectiveness of the Company’s risk management, governance, and internal control systems is independently evaluated by the Internal Audit Department, reporting directly to the Board.

Enterprise Risk Management Policy

Internal Controls and Audit
The Company’s Audit Committee (AUDCOM) is charged with oversight responsibility for the financial reporting process, the system of internal control, the audit process, and monitoring compliance with applicable laws, rules, and regulations. AUDCOM is also responsible for reviewing and approving Related Party Transactions (RPTs) under the Company’s RPT Policy to guarantee complete fairness and transparency.

Through the Internal Audit Department (acting as the 3rd Line of Defense), AUDCOM monitors and evaluates the adequacy and effectiveness of DWC’s internal control environment, including financial reporting controls and information technology/cybersecurity.

Well-designed internal control procedures and checks-and-balances are maintained to:

Safeguard corporate and resort assets and ensure efficient resource utilization;
Prevent and detect fraud or operational irregularities;
Ensure the accuracy, completeness, and reliability of financial and operational data; and
Guarantee strict compliance with applicable statutory, legal, and regulatory standards.

The complete mandate of AUDCOM is embodied in the Audit Committee Charter, while the operational scope, standards, and independence of the internal audit function are governed by the Company’s Internal Audit Manual.

DWC Internal Audit Manual

Information Technology

The Board of Directors, through the Board Risk Oversight Committee (BROC), governs and oversees the Company’s strategy, innovation, and policy execution related to Information Technology (IT) and Cybersecurity. The Committee ensures the deployment of reliable, adequate, and resilient information systems across both Corporate Head Offices and resort properties. Technology, cyber perimeter, and data privacy risks are evaluated as part of the formalized ERM framework to ensure existing and emerging digital threats are identified and mitigated. Periodic updates regarding IT risks, cybersecurity defenses, technology disaster recovery plans, and system redundancies are regularly presented to the Committee.

Code of Business Conduct and Ethics

The Code of Business Conduct and Ethics underpins Discovery World Corporation’s vision, values, and core mission of hospitality service. Applying to all Directors, Officers, and employees’ enterprise-wide, the Code guides daily decision-making to maintain the highest standards of integrity, ethical conduct, and compliance. It establishes transparent processes for the fair, impartial, and prudent handling of policy infractions, supporting our commitment to fraud prevention, corporate governance, and sustainable business practices.

The processes and guidelines for the fair, consistent, impartial, open-minded and prudent handling of infractions are outlined in this code.

DWC Code of Conduct

Safeguarding the Rights of DWC Creditors

Discovery World Corporation (DWC) values the strategic contribution of its clients, business partners, suppliers, contractors, and other stakeholders as it strives to achieve its corporate mission and vision. DWC is committed to protecting the rights and respecting its agreement with its creditors and acknowledges their valuable contributions, and the Company is dedicated to maintaining fair practices in all interactions with them.

DWC recognizes the critical importance of safeguarding its creditors' rights by (i) maintaining a strong credit rating, (ii) diligently overseeing the Company’s loan obligations in accordance with its terms and conditions, and (iii) ensuring the timely and accurate disclosure of financial records and material information.

The company upholds the rights of its stakeholders as part of its corporate governance and risk management procedures under its corporate governance manual and charters.

Board and Committee Composition

Board of Directors

John Y. Tiu, Jr.

Chairman of the Board
and Chief Executive Officer

Jose C. Parreño, Jr.

Director and President

Christopher John A.D. Tiu

Executive Director

and Assistant Treasurer

Romualdo C. Macasaet

Director

A. Bayani K. Tan

Director

Ignatius F. Yenko

Director

William L. Chua

Director

Charles Anthony C. Chua

Lead Independent Director

Melissa Y. Yap

Independent Director

DWC Charter of the Board of Directors

The Board Charter governs the relationship between the Board Committees and the Board as contained in the charters of the committees which have been approved and adopted by the Board. The Charter is intended to complement or supplement the Corporation Code of the Philippines, the Corporation’s Articles of Incorporation and By-Laws, issuances of the Securities and Exchange Commission (“SEC”), Philippine Stock Exchange (“PSE”) and other applicable laws, rules and regulations.

The Board Charter promulgates that Company should be headed by a competent, working board to foster the long-term success and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and the long-term best interests of its shareholders and other stakeholders. The Company likewise recognizes the benefits of having a diverse Board, and realizes that a diverse and balanced Board is essential in in maintaining a competitive advantage.

DWC Charter of the Board of Directors

Audit Committee

Charles Anthony C. Chua

Chairperson

Romualdo C. Macasaet

Member

William L. Chua

Member

Melissa Y. Yap

Member

DWC Audit Committee Charter

The Audit Committee is established by and among the Board of Directors for the primary purpose of assisting the Board in overseeing the integrity of the company’s financial statements and the company’s accounting and financial reporting processes and the audit of the Company’s financial statement; the Company’s compliance with legal and regulatory requirements; the performance of the Company’s External and Internal Audit function; the Company’s systems of disclosure controls and procedures, internal controls over financial reporting and compliance with ethical standards adopted by the Company; the Company’s related party transaction policy and procedure.

This Charter sets out the roles, responsibilities, and authority of Discovery World Corporation’s Audit Committee, including the rules of procedures that will guide the function of the Committee, as approved by the Board of Directors. The Committee will have such other duties and responsibilities as are described in this Charter or as are assigned to it from time to time by the Board of Directors.

DWC Audit Committee Charter

Board Risk Oversight Committee

Melissa Y. Yap

Chairperson

Charles Anthony C. Chua

Member

William L. Chua

Member

DWC Board Risk Oversight Committee Charter

The Board Risk Oversight Committee is established for the purpose of assisting the Board in overseeing the Corporation’s practices and processes relating to risk assessment and risk management; maintaining an appropriate risk culture, reporting of financial and business risks and associated internal controls. The Committee will assist the board in providing framework to identify, assess, monitor and manage the risks associated with the Corporation’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 Corporation’s risk profile.

This Charter sets out the roles, responsibilities, and authority of Discovery World Corporation’s BRO Committee, including the rules of procedures that will guide the function of the Committee, as approved by the Board of Directors. The Committee will have such other duties and responsibilities as are described in this Charter or as are assigned to it from time to time by the Board of Directors.

DWC Board Risk Oversight Committee Charter