Corporate Governance in Pepsi-Cola Products Philippines Inc.

The Board of Directors and Management of Pepsi-Cola Products Philippines, Inc. together with its resilient employees, commit themselves to the principles and best of good governance and acknowledge that through its 2019 Manual on Corporate Governance, the attainment of our corporate goals be made possible.

PCPPI’s Manual shall institutionalize the principles of good corporate governance in the entire organization. Corporate governance herein refers to the framework of rules, systems, and processes of the Corporation that governs the performance by the Board and Management of their respective duties and responsibilities to stockholders and other stakeholders which include, among others, customers, employees, suppliers, financiers, the Government, and the community in which the Corporation operates. The Board and Management, employees and stockholders, believe that stronger corporate governance is a necessary component of what constitutes sound strategic business management and will therefore undertake every effort necessary to create awareness within the organization as soon as possible.

PCPPI 2020 Manual on Corporate Governance

The Board of Directors (“Board”) and Management, i.e. officers and staff, of Pepsi-Cola Products Philippines, Inc. (“Corporation”) hereby commit themselves to the principles and best practices contained in this 2020 Manual on Corporate Governance and acknowledge that the same may guide the attainment of our corporate goals.

Audit Committee The Audit Committee assists the Board in the performance of its oversight responsibility for the financial reporting process, system of internal control, audit process, and monitoring of compliance with applicable laws, rules and regulations, including supervising the formulation of rules and procedures on financial reporting and internal control ensuring that the extent of Management’s responsibility in the preparation of financial statements vis-à-vis the responsibility of the external auditor is clearly stated, and that an effective system of internal control is maintained that will ensure the integrity of the financial reports and protection of the assets of the Corporation for the benefit of all its stockholders and other stakeholders. It also checks all financial reports against its compliance with both the internal financial management handbook and pertinent accounting standards, including regulatory requirements. It also performs oversight financial management functions specifically in the areas of managing credit, market, liquidity, operational, legal, and other risks of PCPPI, and crisis management. The committee also pre-approves all audit plans, scope, and frequency before the conduct of anexternal audit. Direct interface functions with the internal and external auditors shall also be performed by the committee as well as reviewing their submitted results. The committee shall also review and approve all financial statements prior to the submission of the same to the Board for approval. The report shall focus on changes in accounting policies and practices, major judgmental areas, significant adjustments resulting from the audit, going concern assumptions, compliance with accounting standards, and compliance with tax, legal, and regulatory requirements. The Audit Committee shall also endeavor to elevate to international standards the accounting and auditing processes, practices, and methodologies in accordance with applicable laws and regulations. It shall also develop a transparent financial management system that will ensure the integrity of internal control activities throughout PCPPI through a step-by-step procedures and policies handbook that will be used by the entire company. The committee shall also evaluate and determine the non-audit work of the external auditor along with a periodical review of the non-audit fees paid to the external auditor in relation to their significance to the total annual income of the external auditor and to PCPPI’s overall consultancy expenses. The Audit Committee will disallow any non-audit work that will conflict with its duties as an external auditor or may pose a threat to its independence. The non-audit work, if allowed, shall be disclosed in PCPPI’s annual report. Audit Committee Rafael M. Alunan III (Independent Director) Oscar S. Reyes (Independent Director) Yongsang You (Director) Samir Moussa (Director)