IP E-GAME VENTURES, INC.

To promote effective board performance and continuing qualification of the Directors in carrying-out their duties and responsibilities, all newly- elected Directors shall attend an orientation program prior to the commencement of the Director’s functions. All incumbent Directors shall also attend an annual training program at the dates and times set by the Board.

The non-executive directors of the Board may concurrently serve as directors of not more than five (5) publicly listed companies to ensure that each of them has sufficient time to fully prepare for meetings, challenge Management’s proposals/views, and oversee the long-term strategy of the Corporation; provided that, the Chief Executive Officer (―CEO‖) and other executive directors may be covered by a lower indicative limit for membership in other boards. A similar limit may apply to independent or non-executive directors who, at the same time, serve as full-time executives in other corporations.

Each Director shall notify the Board where he/she is an incumbent director before accepting a directorship in another company.

In any case, the capacity of the Directors to diligently and efficiently perform their duties and responsibilities to the boards shall not be compromised.

The roles of the chairperson (the ―Chairperson‖) and chief executive officer (―CEO‖) of the Corporation shall, as much as practicable, be separate to foster an appropriate balance of power, increased accountability and better capacity for independent decision-making by the Board. A clear delineation of functions shall be made between the Chairperson and CEO upon their election.

The Board shall designate a lead Director among the independent directors if the Chairperson of the Board is not independent, such as if the positions of the Chairperson of the Board and Chief Executive Officer are held by one person. The lead director shall have the following functions:

(i)  Serve as an intermediary between the Chairperson and the other directors when necessary;

(ii)  Convene and chair meetings of the non-executive directors; and

(iii)  Contribute to the performance evaluation of the Chairperson, as required.

The Board shall be headed by a competent and qualified Chairperson. The duties and responsibilities of the Chairperson in relation to the Board may include, among others, the following:

(i)  Ensures that the meeting agenda focus on strategic matters, including the overall risk appetite of the corporation, considering the developments in the business and regulatory environments, key governance concerns, and contentious issues that will significantly affect operations;

(ii)  Guarantee that the Board receives accurate, timely, relevant, insightful, concise, and clear information to enable it to make sound decisions;

(iii)  Facilitate discussions on key issues by fostering an environment conducive for constructive debate and leveraging on the skills and expertise of individual directors;

(iv)  Ensure that the Board sufficiently challenges and inquires on reports submitted and representations made by Management;

(v)  Assure the availability of proper orientation for first-time directors and continuing training opportunities for all directors; and

(vi)  Cause the evaluation of the performance of the Board at least once a year, the discussion thereof, and the oversight and follow-up on such evaluation and discussion.

An Independent Director refers to a person who, ideally:

(i)  Is not, or has not been a senior officer or employee of the Corporation unless there has been a change in the controlling ownership of the Corporation;

(ii)  Is not, and has not been in the three years immediately preceding the election, a Director of the Corporation; a director, officer, employee of the Corporation’s subsidiaries, associates, affiliates or related companies; or a director, officer, employee of the Corporation’s substantial stockholders and its related companies;

(iii)  Has not been appointed in the Corporation, its subsidiaries, associates, affiliates or related companies as Chairperson ―Emeritus,‖ ―Ex–Officio‖ Directors/Officers or Members of any Advisory Board, or otherwise appointed in a capacity to assist the Board in the performance of its duties and responsibilities within three years immediately preceding his election;

(iv)  Is not an owner of more than two percent (2%) of the outstanding shares of the Corporation, its subsidiaries, associates, affiliates or related companies;

(v)  Is not a relative of a director, officer, or substantial stockholder of the Corporation or any of its related companies or of any of its substantial stockholders. For this purpose, relatives include spouse, parent, child, brother, sister and the spouse of such child, brother or sister;

(vi)  Is not acting as a nominee or representative of any director of the Corporation or any of its related companies;

(vii)  Is not a securities broker-dealer of listed companies and registered issuers of securities. ―Securities broker–dealer‖ refers to any person holding any office of trust and responsibility in a broker-dealer firm, which includes, among others, a director, officer, principal stockholder, nominee of the firm to the Exchange, an associated person or salesman, and an authorized clerk of the broker or dealer;

(viii)  Is not retained, either in his personal capacity or through a firm, as a professional adviser, auditor, consultant, agent or counsel of the Corporation, any of its related companies or substantial stockholder, or is otherwise independent of Management and free from any business or other relationship within the three years immediately preceding the date of his election;

(ix)  Does not engage or has not engaged, whether by himself or with other persons or through a firm of which he is a partner, director or substantial stockholder, in any transaction with the Corporation or any of its related companies or substantial stockholders, other than such transactions that are conducted at arm’s length and could not materially interfere with or influence the exercise of his independent judgment;

(x)  Is not affiliated with any non-profit organization that receives significant funding from the Corporation or any of its related companies or substantial stockholders; and

(xi)  Is not employed as an executive officer of another company where any of the Corporation’s executives serve as directors.

Related companies, as used in this section, refer to (a) the Corporation’s holding/parent company; (b) its subsidiaries; and (c) subsidiaries of its holding/parent company.

The Board’s independent directors shall serve for a maximum cumulative term of nine (9) years, after which the independent director shall be perpetually barred from re- election as a director of the Corporation, but may continue to qualify for nomination and election as a non-independent director. In the instance that the Corporation would like to retain an independent director who has served for nine years, the Board shall provide meritorious justification/s and seek stockholders’ approval during the annual stockholders’ meeting.

In addition to the qualifications for membership in the Board provided for in the Corporation Code, Securities Regulation Code and other relevant laws, the Board may provide for additional qualifications which include, among others, the following:

(i)  College education or equivalent academic degree;

(ii)  Practical understanding of the business of the corporation;

(iii)  Membership in good standing in relevant industry, business or professional organizations; and

(iv)  Previous business experience.

(v)  Retirement age of seventy-five (75) years, unless the Board decides with a 2/3 vote a higher retirement age for a particular Director with the consent the director

1. Permanent Disqualification

The following shall be grounds for the permanent disqualifications of a director:

(i)  Any person convicted by final judgment or order by a competent judicial or administrative body of any crime that (a) involves the purchase or sale of securities, as defined in the Securities Regulation Code; (b) arises out of the person’s conduct as an underwriter, broker, dealer, investment adviser, principal, distributor, mutual fund dealer, futures commission merchant, commodity trading advisor, or floor broker; or (c) arises out of his fiduciary relationship with a bank, quasi-bank, trust company, investment house or as an affiliated person of any of them;

(ii)  Any person who, by reason of misconduct, after hearing, is permanently enjoined by a final judgment or order of the Securities and Exchange Commission (the ―Commission‖) or any court or administrative body of competent jurisdiction from: (a) acting as underwriter, broker, dealer, investment adviser, principal distributor, mutual fund dealer, futures commission merchant, commodity trading advisor, or floor broker; (b) acting as director or officer of a bank, quasi-bank, trust company, investment house, or investment company; (c) engaging in or continuing any conduct or practice in any of the capacities mentioned in sub-paragraphs (a) and (b) above, or willfully violating the laws that govern securities and banking activities.

The disqualification shall also apply if such person is currently the subject of an order of the Commission or any court or administrative body denying, revoking or suspending any registration, license or permit issued to him under the Corporation Code, Securities Regulation Code or any other law administered by the Commission or Bangko Sentral ng Pilipinas (―BSP‖), or under any rule or regulation issued by the Commission or BSP, or has otherwise been restrained to engage in any activity involving securities and banking; or such person is currently the subject of an effective order of a self-regulatory organization suspending or expelling him from membership, participation of the organization;

(iii)  Any person convicted by final judgment or order by a court or competent administrative body of an offense involving moral turpitude, fraud, embezzlement, theft, estafa, counterfeiting, misappropriation, forgery, bribery, false affirmation, perjury or other fraudulent acts;

(iv)  Any person who has been adjudged by final judgment or order of the Commission, court or competent administrative body to have willfully violated, or willfully aided, abetted, counseled, induced or procured the violation of any provision of the Corporation Code, Securities Regulation Code or any other law administered by the Commission or BSP, or any of its rule, regulation or order;

(v)  Any person earlier elected as independent director who becomes an officer, employee or consultant of the same corporation;

(vi)  Any person judicially declared as insolvent;

(vii)  Any person found guilty by final judgment or order of a foreign court or equivalent financial regulatory authority of acts, violations or misconduct similar to any of the acts, violations or misconduct enumerated in sub-paragraphs (i) to (v) above;

(viii)  Conviction by final judgment of an offense punishable by imprisonment for more than six (6) years, or a violation of the Corporation Code committed within five (5) years prior to the date of his election or appointment; and

(ix)  Other grounds as the Commission may provide.

1. General Responsibility

It is the Board’s responsibility to foster the long-term success of the Corporation, and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and the best interests of its stockholders and other stakeholders.

The Board shall formulate the Corporation’s vision, mission, strategic objectives, policies and procedures that shall guide its activities, including the means to effectively monitor Management’s performance.

A director’s office is one of trust and confidence. A director shall act in the best interest of the Corporation in a manner characterized by transparency, accountability and fairness. He shall also exercise leadership, prudence and integrity in directing the corporation towards sustained progress.

A director shall observe the following norms of conduct:

The Corporation shall have an adequate and effective internal control system and an enterprise risk management framework in the conduct of its business, taking into account its size, risk profile and complexity of operations.

The control environment of the Corporation consists of (a) the Board which ensures that the Corporation is properly and effectively managed and supervised; (b) a Management that actively manages and operates the Corporation in a sound and prudent manner; (c) the organizational and procedural controls supported by effective management information and risk management reporting systems; and (d) an independent audit mechanism to monitor the adequacy and effectiveness of the Corporation’s governance, operations, and information systems, including the reliability and integrity of financial and operational information, the effectiveness and efficiency of operations, the safeguarding of assets, and compliance with laws, rules, regulations and contracts.

(i)  The minimum internal control mechanisms for the performance of the Board’s oversight responsibility includes the following:

a.)  Definition of the duties and responsibilities of the CEO who is ultimately accountable for the Corporation’s organizational and operational controls;

b.)  Selection of the person who possesses the ability, integrity and expertise essential for the position of CEO;

c.)  Evaluation of proposed senior management appointments;

d.)  Selection and appointment of qualified and competent management officers; and

e.)  Review of the Corporation’s human resource policies, conflict of interest situations, compensation program for employees, and management succession plan.

(ii)  The Corporation shall take into consideration that the scope and particulars of the systems of effective organizational and operational controls may differ among corporations depending on, among others, the following factors: nature and complexity of the business and the business culture; volume, size and complexity of transactions; degree of risks involved; degree of centralization and delegation of authority; extent and effectiveness of information technology; and extent of regulatory compliance.

(iii)  The Corporation shall establish an internal audit system that can reasonably assure the Board, Management and stockholders that its key organizational and operational controls are faithfully complied with. This internal audit function shall provide independent and objective assurance and consulting services designed to add value and improve the Corporation’soperations. The Board shall appoint an Internal Auditor to perform the audit function, and may require him to report to a level in organization that allows the internal audit activity to fulfill its mandate. The Internal Auditor shall be guided by the International Standards on Professional Practice of Internal Auditing.

As provided in the Corporation’s Amended By-Laws, regular meetings of the Board shall be held at least twice a year on such dates as the Chairperson, or in his absence, the President, may determine, or upon the request of a majority of the directors and shall be held at such places as may be designated in the notice.

Each Director shall attend and actively participate in all meetings of the Board and Committees in person or through tele-/videoconferencing conducted in accordance with the rules and regulations of the Commission, except when justifiable causes, such as, illness, death in the immediate family and serious accidents, prevent them from doing so. In Board and Committee meetings, the Director shall review meeting materials and if called for, ask the necessary questions or seek clarifications and explanations.

Independent directors shall always attend Board meetings. However, as provided in the Corporation’s Amended By-Laws, their absence shall not affect the quorum requirement.

The non-executive directors shall have separate periodic meetings with the External Auditor and heads of the internal audit, compliance and risk functions, without any executive directors present to ensure that proper checks and balances are in place within the Corporation. The meetings shall be chaired by the lead independent director, if any.

To monitor the directors’ compliance with the attendance requirements, the Corporation shall submit to the Commission, on or before January 30 of the following year, a sworn certification about the directors’ record of attendance in Board meetings. The certification may be submitted through SEC Form 17-C or in a separate filing.

The Corporation may establish formal and transparent procedures for the development of a policy on executive remuneration or determination of remuneration levels for individual directors and officers depending on the particular needs of the Corporation. No director shall participate in deciding on his remuneration.

The Board shall align the remuneration of key officers and board members with the long-term interests of the Corporation. In doing so, the Board shall formulate and adopt a policy considering the following: (1) the level of remuneration is commensurate to the responsibilities of the role; (2) no Director shall participate in deciding on his remuneration; and (3) remuneration pay-out schedules shall be sensitive to risk outcomes over a multi-year horizon.

The Corporation’s annual reports and information and proxy statements shall include a clear, concise and understandable disclosure of all fixed and variable compensation that may be paid, directly or indirectly, to its directors and top four (4) management officers during the preceding fiscal year.

To protect the funds of the Corporation, the Commission may, in exceptional cases, e.g., when a corporation is under receivership or rehabilitation, regulate the payment of the compensation, allowances, fees and fringe benefits to its directors and officers.

The Board shall establish board committees that focus on specific board functions to aid in the optimal performance of its roles and responsibilities. Each board committee shall have its own Committee Charters which shall state their respective purposes, memberships, structures, operations, reporting processes, resources and other relevant information.

(i) The Audit Committee shall assist the Board in enhancing its oversight capability over the Corporation’s financial reporting, internal control system, internal and external audit processes, and compliance with applicable laws and regulations. It shall be composed of The Audit Committee, which shall be composed of at least three (3) appropriately qualified non-executive directors, the majority of whom, including the Chairperson, shall be independent. All of the members of the committee must have relevant background, knowledge, skills, and/or experience in the areas of accounting, auditing and finance. The Chairperson of the Audit Committee shall not be the Chairperson of the Board or of any other committees. The Audit Committee shall have the following functions:

a)  Recommend the approval of the Internal Audit Charter (IA Charter), which formally defines the role of Internal Audit and the audit plan as well as oversees the implementation of the IA Charter;

b)  Through the Internal Audit (IA) Department, monitors and evaluates the adequacy and effectiveness of the corporation’s internal control system, integrity of financial reporting, and security of physical and information assets. Well-designed internal control procedures and processes that will provide asystem of checks and balances shall be in place in order to (a) safeguard the Corporation’s resources and ensure their effective utilization, (b) prevent occurrence of fraud and other irregularities, (c) protect the accuracy and reliability of the Corporation’s financial data, and (d) ensure compliance with applicable laws and regulations;

c) Oversee the Internal Audit Department, and recommends the appointment and/or grounds for approval of an internal audit head or Chief Audit Executive (CAE). The Audit Committee shall also approve the terms and conditions for outsourcing internal audit services;

d)  Establish and identify the reporting line of the Internal Auditor to enable him to properly fulfill his duties and responsibilities. For this purpose, the Internal Auditor shall directly report to the Audit Committee;

e)  Review and monitor Management’s responsiveness to the Internal Auditor’s findings and recommendations;

f)  Prior to the commencement of the audit, discuss with the External Auditor the nature, scope and expenses of the audit, and ensure the proper coordination if more than one audit firm is involved in the activity to secure proper coverage and minimize duplication of efforts;

g)  Evaluateanddeterminethenon-auditwork,ifany,ofthe,and periodically reviews the non-audit fees paid to the External Auditor in relation to the total fees paid to him and to the Corporation’s overall consultancy expenses. The committee shall disallow any non-audit work that will conflict with his duties as an External Auditor or may pose a threat to his independence. The non-audit work, if allowed, shall be disclosed in the corporation’s Annual Report and Annual Corporate Governance Report;

h)  Review the quarterly, half-year and annual financial statements before their submission to the Board, with particular focus on the following matters:

●  Any change/s in accounting policies and practices

●  Major judgmental areas

●  Significant adjustments resulting from the audit

●  Going concern assumptions

●  Compliance with accounting standards

●  Compliance with tax, legal and regulatory requirements.

i)  Review the disposition of the recommendations in the External Auditor’s management letter;

j)  Perform oversight functions over the corporation’s Internal and External Auditors. It ensures the independence of Internal and External Auditors, and that both auditors are given unrestricted access to all records, properties and personnel to enable them to perform their respective audit functions;

k)  Coordinate, monitor and facilitate compliance with laws, rules and regulations;

l)  Recommend to the Board the appointment, reappointment, removal and fees of the External Auditor, duly accredited by the Commission, who undertakes an independent audit of the corporation, and provides an objective assurance on the manner by which the financial statements shall be prepared and presented to the stockholders; and

m)  In case the Corporation does not have a Board Risk Oversight Committee and/or Related Party Transactions Committee, performs the functions of said committees as provided under Recommendations 3.4 and 3.5 of the Code of Corporate Governance for Publicly-Listed Companies.

The Audit Committee shall meet with the Board at least every quarter without the presence of the CEO or other management team members, and periodically meets with the head of the internal audit.

(ii) The Corporate Governance Committee, which shall be tasked to assist the Board in the performance of its corporate governance responsibilities, including the functions that were formerly assigned to a Nomination and Remuneration Committee, shall be composed of at least three (3) members, all of whom shall be independent directors, including the Chairperson. The Corporate Governance Committee shall have the following functions:

a)  Oversee the implementation of the corporate governance framework and periodically reviews the said framework to ensure that it remains appropriate in light of material changes to the corporation’s size, complexity and business strategy, as well as its business and regulatory environments;

b)  OverseetheperiodicperformanceevaluationoftheBoardand its committees as well as executive management, and conducts an annual self-evaluation of its performance;

c) Ensure that the results of the Board evaluation are shared, discussed, and that concrete action plans are developed and implemented to address the identified areas for improvement;

d)  Recommend continuing education/training programs for directors, assignment of tasks/projects to board committees, succession plan for the board members and senior officers, and remuneration packages for corporate and individual performance;

e)  Adopt corporate governance policies and ensures that these are reviewed and updated regularly, and consistently implemented in form and substance;

f)  Propose and plan relevant trainings for the members of the Board;

g)  Determine the nomination and election process for the Corporation’s directors and has the special duty of defining the general profile of board members that the Corporation may need and ensuring appropriate knowledge, competencies and expertise that complement the existing skills of the Board; and

h)  Establish a formal and transparent procedure to develop a policy for determining the remuneration of directors and officers that is consistent with the corporation’s culture and strategy as well as the business environment in which it operates.

The CEO has the following roles and responsibilities, among others:

i. Determine the Corporation’s strategic direction and formulate and implement its strategic plan on the direction of the business;

ii. Communicate and implement the Corporation’s vision, mission, values and overall strategy and promotes any organization or stakeholder change in relation to the same;

iii. Oversee the operations of the corporation and manages human and financial resources in accordance with the strategic plan;

iv. Has a good working knowledge of the Corporation’s industry and market and keeps up-to-date with its core business purpose;

v. Direct, evaluate, and guide the work of the key officers of the Corporation;

vi. Manage the Corporation’s resources prudently and ensure a proper balance of the same;

vii. Provide the Board with timely information and interface between the Board and the employees;

viii. Build the corporate culture and motivate the employees of the Corporation; and

ix. Serve as the link between internal operations and external stakeholders.

The Corporate Secretary, who must be a Filipino citizen and a resident of the Philippines, is an officer of the corporation. The Corporate Secretary shall not concurrently act as a member of the Board or as Compliance Officer. He/She shall:

i. Assist the Board and the board committees in the conduct of their meetings, including preparing an annual schedule of Board and committee meetings and the annual board calendar, and assisting the chairs of the Board and its committees to set agendas for those meetings;

ii. Be responsible for the safekeeping and preservation of the integrity of the minutes of the meetings of the Board and its committees, as well as the other official records of the Corporation;

iii. Be loyal to the mission, vision and objectives of the Corporation;

iv. Work fairly and objectively with the Board, Management and stockholders and contribute to the flow of information between the Board and Management, the Board and its committees, and the Board and its stakeholders, including stockholders;

v. Have appropriate administrative and interpersonal skills;

vi. Keep abreast on relevant laws, rules and regulations, all governance issuances, relevant industry developments and operations of the Corporation, and advise the Board and the Chairperson on all relevant issues as they arise;

vii. Advise on the establishment of board committees and their terms of reference;

viii. Inform the members of the Board, in accordance with the by- laws, of the agenda of their meetings, and ensure that the members have before them accurate information that will enable them to arrive at intelligent decisions on matters that require their approval;

ix. Attend all Board meetings, except when justifiable causes, such as, illness, death in the immediate family and serious accidents, prevent him/her from doing so;

x. Ensure that all Board procedures, rules and regulations are strictly followed by the members;

xi. Perform required administrative functions;

xii. Oversee the drafting of the by-laws and ensure that they conform with regulatory requirements;

xiii. Attend annual trainings on corporate governance; and

xiv. Perform such other duties and responsibilities as may be provided by the Commission.

He/She shall perform the following duties:

The Audit Committee shall enforce a robust process for approving and recommending the appointment, reappointment, removal, and fees of the External Auditor. The appointment, reappointment, removal, and fees of the External Auditor shall be recommended by the Audit Committee, approved by the Board and ratified by the stockholders. For removal of the External Auditor, the reasons for removal or change shall be disclosed to the regulators and the public through the Corporation’s website and required disclosures.

The Audit Committee Charter shall include the Audit Committee’s responsibility on assessing the integrity and independence of External Auditors and exercising effective oversight to review and monitor the External Auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant Philippine professional and regulatory requirements. The Audit Committee Charter shall also contain the Audit Committee’s responsibility on reviewing and monitoring the External Auditor’s suitability and effectiveness on an annual basis.

The Corporation shall disclose the nature of non-audit services performed by its External Auditor in the Annual Report to deal with the potential conflict of interest. The Audit Committee shall be alert for any potential conflict of interest situations, given the guidelines or policies on non-audit services, which could be viewed as impairing the External Auditor’s objectivity.