VP Corporate Compliance ad Chief Compliance Officer

ARLENE MENDOZA-WILKERSON

Attorney-at-Law CCEP-I CRA

Certified Corporate Compliance and Ethics Professional - International (CCEP-I) by the Society of Corporate Compliance and Ethics (SCCE) and by CGBP. Certified Corporate Risk Analyst (AAFMI). More than 20 years extensive experience in the following: corporate and labor laws, compliance management, end to end contracts management, corporate governance, government relations, data privacy, ethics and risk management. With special knowledge in FIDIC principles in construction law in common law jurisdictions (particularly Australian, UK and Middle East laws), mining laws, contracts law, agrarian reform laws and procedures, and environmental laws e.g., EIA, sustainable development, clean air, clean energy, community-based forest management. Has given regular trainings on corporate ethics, ethical business code and code of conduct, as well as compliance methodologies and reportorial requirements re corporate laws, Anti-Money Laundering& securities laws. Specializes in contracts standardization, drafting, analysis and interpretation, alternative dispute resolution, corporate rehabilitation and receivership, mergers and acquisition, negotiations and joint ventures. Skilled in electronic evidence and modes of discovery, and corresponding responsiveness and privilege analysis of documents.

Curriculum Vitae

EDUCATIONAL BACKGROUND

University of the Philippines Bachelor of Laws (LLb) 1991-1996

Diliman, Quezon City

B.A. Political Science 1987-1991

Asian Institute of Management Management Development 2018

Program

AWARDS AND DISTINCTIONS

*Certification as Corporate Risk Analyst by AAFMI (in process)

*SCCE Board Certified – Certified Compliance and Ethics Professional-International (CCEP-I)

*CGBP Certified Compliance Officer

*Delegate to the Regional Workshop on Partnerships in the Application of Integrated Coastal Management in Thailand, and presented a paper on Coastal Resource Damage Liability and Compensation in the Philippines: Boracay, Marinduque and Bolinao cases, November 1997.

Professional Resume

VP and Head – Corporate Compliance Group Dec 2017 – Jan 2020

Chief Compliance Officer

St. Luke’s Medical Center, Inc.

As Head of the Corporate Compliance Group, responsible for the overall compliance function within the organization. Manages and supervises the Data Privacy Office, Enterprise Risk Management Office, Ethics, and Legal Office. Oversees the system-wide compliance program,and ensures monitoring of, and compliance with, external rules that impact the organization, as well as with all internal rules and policies. Acts as the key person and company representative in relations with government bodies and regulatory agencies. Key person in the standardization of industry-related contracts that impact the business and ensure that these are compliant with all relevant regulations and industry standards.

As Chief Compliance Officer, functions as an independent and objective body that reviews and evaluates compliance issues, and establishes and implements an effective compliance program to prevent unethical or improper conduct within the organization.

The position ensures that, in accordance with the Manual of Corporate Governance (1) the Board of Directors, Management and employees are in compliance with the rules and regulations of regulatory agencies; (2) company policies and procedures are being followed; and, (3) that behaviour in the organization meets the company’s standards of conduct, aligned with its core values, and serves as a channel of communication to receive and direct compliance issues to appropriate channels, for investigation and resolution.

Reports directly to the Audit, Corporate Governance and Risk Oversight Committees of the Board. Advises the Board of Directors and Senior Management on legal and regulatory updates, emerging enterprise and clinical risks, and prepares and manages the Compliance and Risk Management Programs. Primarily in charge of the management and direction of the Whistleblowing platform. Acts as the company Chief Legal Counsel, manages internal legal issues, and supervises internal and external counsels.

Advises on compliance-related matters in day-to-day operations which includes coordinating and partnering with business and functional support teams by providing solutions to business requirements to ensure continued business growth and success, while adhering to ethical, regulatory and corporate requirements, and collaborate and engage with stakeholders on the development and implementation of key business initiatives.

In this position, I have put up the first ever Data Privacy Office, ERM Office and In-House Legal Office under the Corporate Compliance Group. I have designed and managed the Compliance Program for the company, and updated and aligned the Ethics Program, and primarily manages all data privacy impact statements and breach incidents, as well as all legal, ethical and patient-related issues. My team has also updated all tax guidelines on TRAIN and finance issues.

This position requires strong knowledge in compliance requirements in various regulations, as well as working closely with internal audit and risk management on legal compliance matters in the healthcare industry, including finance, supply chain compliance, QPS, BCMS, hospital-wide support services.

As contract management and standardization form part of my duties, I am well-versed in complex legal documents and contracts involving, among others, partnership agreements, license agreements, EULA, service agreements, merchant acquisition, marketing, end user terms and conditions, strategic partnerships, and various vendor engagements.

Additional duties include the following:

1.Develop, initiate, maintain, and revise policies and procedures for the general operation of the Compliance Program and its related activities to prevent illegal, unethical, or improper conduct. Manage day-to-day operation of the Program.

2.Develop and periodically review and updates Standards of Conduct to ensure continuing currency and relevance in providing guidance to management and employees.

3.Collaborate with other departments (e.g., Risk Management, Internal Audit, Finance, Employee Services, etc.) to direct compliance issues to appropriate existing channels for investigation and resolution. Consult with the external counsels as needed to resolve difficult legal compliance issues.

4.Respond to alleged violations of rules, regulations, policies, procedures, and Standards of Conduct by evaluating or recommending the initiation of investigative procedures. Develop and oversee a system for uniform handling of such violations.

5.Act as an independent review and evaluation body to ensure that compliance Issues/concerns within the organization are being appropriately evaluated, investigated and resolved.

6.Monitor, and as necessary, coordinate compliance activities of other departments to remain abreast of the status of all compliance activities and to identify trends.

7.Identify potential areas of compliance vulnerability and risk; develops/implements corrective action plans for resolution of problematic issues, and provides general guidance on how to avoid or deal with similar situations in the future.

8.Provide reports on a regular basis, and as directed or requested, to keep the Corporate Compliance Committee of the Board and senior management informed of the operation and progress of compliance efforts.

9.Ensure proper reporting of violations or potential violations to duly authorized enforcement agencies as appropriate and/or required.

VP for Legal and Compliance /

Chief Compliance Officer

Eagle Cement Corporation Sept 2016 to Dec 2017

Head of the Legal and Compliance Department. Managed and supervised all legal and compliance issues of the Company. Supervised personnel of the Legal and Compliance Department.

Handled compliance with regulatory laws and processes relating to finance, tax matters, environmental permits, MPSAs and tenement claims held by the Company.

Reviewed and drafted legal and commercial documents, underwriting agreements, supply and purchasing agreements, and similar. Directed and managed the preparation of documents relating to mining applications, land and other property acquisitions, joint ventures and negotiations with various private entities and government bodies.

Provided timely legal advice relating to company acquisitions, labor matters, IP and other issues affecting the Company.

Represented the Company in negotiations and in liaising with government institutions and officials.

Provided a lead role in the preparation and submission of requirements to the Mining and Geosciences Bureau, Environmental Management Bureau, DTI, BOI, and other government offices in the Philippines, on behalf of the Company and related entities.

Ensured timely compliance with relevant laws, and timely and appropriate disclosures to the PSE and SEC.

Maintained and managed relationships with external counsels of the Company.

Supervised project personnel, mining engineers, geologists and other officers of the Company in responding to legal and regulatory issues.

Reviewed reportorial and compliance requirements of the Company.

Directed and managed all issues relating to IPO matters for the Company, supervises external counsels as well as underwriters, escrow agents, stabilization agents, receiving agents, and the like.

As part of the ManCom, contributed to policy formulation and implementation, Advised and assisted on policy matters affecting the Company.

Provided trainings to employees relating to corporate governance, ethics, corporate, labor, HR and compliance issues

Liaised with external counsels and appropriate departments and/or government offices on all cases and claims relating to the company

Provided legal assistance to affiliate companies

Ensured business and legal risks are managed and minimized

As Chief Compliance Officer, my additional duties included, among others, the following:

1.Establish and provide direction and management of PSE EDGE submissions.

2.Prepare disclosures and/or reviews disclosures and approves them with finality for submission to PSE EDGE and SEC.

3.Have written policies and procedures designed to ensure compliance with the PSE and SEC disclosure rules, as well as other disclosure requirements under existing laws and regulations.

4.Disclose the existence, justification, and details on shareholders agreements, voting trust agreements, confidentiality agreements, and such other agreements that may impact on the control, ownership, and strategic direction of the company.

5.Disclose its director and executive compensation policy.

6.Disclose names of groups or individuals who hold 5% or more ownership interest in the company, significant cross-shareholding relationship and cross guarantees, as well as the nature of the company’s other companies if it belongs to a corporate group.

7.Disclose annual and quarterly consolidated reports, cash flow statements and special audit revisions. (e.g., Consolidated financial statements shall be published within 90 days from the end of the financial year, while interim reports shall be published within 45 days from the end of the reporting period).

8.Disclose the trading of the corporation’s shares by directors, officers (or persons performing similar functions) and controlling shareholders. This shall also include the disclosure of the company’s purchase of its shares from the market (e.g., share buy-back program).

9.Disclose to shareholders and the Exchange any changes to its corporate governance manual and practices, and the extent to which such practices conform to the SEC and PSE CG Guidelines.

10.Disclose in its annual report the principal risks to minority shareholders associated with the identity of the company’s controlling shareholders; the degree of ownership concentration; cross-holdings among company affiliates; and any imbalances between the controlling shareholders’ voting power and overall equity position in the company.

11.Establish and disclose a clear policy statement that articulates the company’s recognition and protection of the rights and interests of key stakeholders specifically its employees, suppliers & customers, creditors, as well the community, environment and other key stakeholder groups.

12.Develop and disclose a policy governing the company’s transactions with related parties. In this regard, to clearly define the thresholds for disclosure and approval for RPTs and categorize such transactions according to those that are considered de minimis or transactions that need not be reported or announced, those that need to be disclosed, and those that need prior shareholder approval.

13.Institute and maintain an effective compliance communication program for the organization, including promoting (a) use of the PSE EDGE, (b) heightened awareness of Standards of Conduct, and (c) understanding of new and existing compliance issues and related policies and procedures.

14.Work with the Human Resources Department and others as appropriate to develop an effective compliance training program, including appropriate introductory training for new employees as well as ongoing training for all employees and managers.

15.Monitor the performance of the Compliance Program and relates activities on a continuing basis, taking appropriate steps to improve its effectiveness.

Legal Counsel

ARCADIS 2014 to 2016

Specialized in the review and drafting of legal and commercial contracts relating to project management on construction, design, engineering, and other projects in a Shared Services environment, assisting different regions, in accordance with FIDIC principles.

Regional Legal Advisor assisting the Australia and Middle East legal teams. Reviewed and advised on tenders and contracts relating to large and small-scale projects involving construction, design and engineering, consultancy and sub-consultancy agreements, deed polls and similar agreements, identifies onerous conditions and suggested mitigating measures for Australia, Middle East and other Arcadis branches.

Assisted project managers in negotiations relating to contract terms and conditions on insurance, liabilities, professional service obligations, design and project management services.

Prepared signing memoranda and assisted in the preparation of risk assessment on various projects.

Reviewed and advised on requests for proposals/quotations, invitations to tender, insurance requirements, project bids and ongoing tenders.

Reviewed lease agreements, in-house contracts relating to HR, health and other services.

Provided training on corporate ethics, ethical business code and code of conduct to Arcadis employees and officers, and ensures that all business transactions are in compliance with applicable laws. Assisted the Manila Office in all matters relating to Philippine laws, particularly on corporate, labor, real-estate and property laws.

Ensured relevant compliance and operational risk frameworks, applicable laws and regulations and best practice standards are managed and complied with. Interacted within other business teams to provide trainings, framework, information and direction required to perform their responsibilities. Ensured adherence to regulations, policies issued by relevant regulators, as well as with globally relevant regulations that impact the business. Lead in the dissemination of relevant rules and procedures and controls.

Legal Consultant

Office of the Director for Legal Services 2013-2014

Department of Agrarian Reform

Handled various legal requests relating to agrarian reform implementation.

Reviewed, drafted various memoranda and advised on land use and conversion, exemptions, agrarian reform beneficiaries, retention limits, and the like.

Conducted hearings on agrarian reform-related cases filed with the Department.

Prepared pleadings relating to agrarian law issues in various courts and quasi-judicial bodies.

Liaised with various government agencies in relation to agrarian law matters.

Prepared memoranda and advised on agrarian reform issues, sale, assignment and transfer of agricultural lands for various purposes, improper land use conversion, attended hearings with various stakeholders, and seminars on the implementation of the rules and procedures, and various projects of the Department.

Legal Consultant & Director

Geograce Resources Philippines

Angping& Associates Securities, Inc.

Nihao Mineral Resources International, Inc. Sept 2012 to Jul 2014

Provided legal advice on all pertinent mining laws and regulations permits and represented the companies before the proper government agencies, e.g., DENR, MGB.

Advised on related laws, rules and regulations in the acquisition and use of mining lands, classification of lands and on whether they are suitable to mining.

Advised on propriety and legality of land conversion in cases of acquisition or lease of lands to be devoted to mining.

Advised on compliance and corporate matters, drafted and reviewed agreements and all necessary legal documents, land and offshore permits relating to mining, corporate and labor issues and liaised with external legal counsels.

Attended meetings and represented the companies in mergers and acquisitions and negotiations.

Prepared corporate papers to comply with AMLA legislation, Philippine Stock Exchange requirements, as well as compliance with Environmental Compliance Certificates in mining and land use applications, when necessary. Drafted and reviewed commercial documents and/or contracts.

Represented the companies on business and legal undertakings such as, but not limited to: the courts of law, the Philippine Stock Exchange, the Anti-Money Laundering Council, the Securities and Exchange Commission and the Capital Markets Integrity Corporation.

Acted as Corporate Secretary of the company, prepared board resolutions and certifications, and handled all reportorial and compliance requirements of the company.

Non-Executive Director

Klondyke Gold Pty Ltd March 2011 to July 2014

Perth, Australia

Provided legal expertise re corporate resolutions to ensure compliance with laws and that the same are in line with the company vision, the requirements of the Joint Ore Reserves Committee (JORC) and other mining policies, as well as international environmental law and mining standards.

Attended board meetings and represented the company in mergers and acquisitions of mining properties and negotiations in the sale and acquisition thereof.

Director/Legal Counsel

Geomin Resources Asia, Inc. Nov 2009 to Mar 2013

Drafted agreements and relevant legal documents necessary to mining operations and as may be required by law.

Provided relevant legal and business advice on financial mattes, joint ventures and acquisitions of property, with emphasis on mining applications.

Represented the company in negotiations for the acquisition of mining properties and advised on propriety and/or legality of land use conversion when necessary, as well as on exemptions in applicable mining, environment, agriculture and agrarian reform laws.

Provided legal advice on mining and environmental laws and compliance therewith.

Prepared board resolutions and ensured compliance with pertinent mining laws, rules and regulations.

Filed necessary permits and corporate documents with the proper government offices.

Liaised with private enterprises and government bodies e.g., DENR and MGB with respect to the financing or acquisition of real property or mining projects, as well as in matters relating to the company’s APSA and other mining projects.

Acted as Corporate Secretary of the company, prepared board resolutions and certifications, and handled all reportorial and compliance requirements of the company, as well as kept management informed of relevant and new laws or regulations that are relevant to the company.

Director and General Manager

Camarines Norte Mining & Exploration, Inc. June 2009 to Mar 2013

Acted as Country/General Manager of the company.

Managed all environmental, agricultural, mining and related issues with respect to the tenements held by the company.

Directed and managed the preparation of documents relating to mining applications, land and other property acquisitions, joint ventures and negotiations with various private entities and government bodies.

Provided legal advice and handled procurement of necessary permits relating to mining projects.

Represented the company in negotiations and liaising with government institutions and officials, particularly with the DENR and MGB, as well as with local government institutions.

Provided a lead role in the preparation and submission of requirements to the Mining and Geosciences Bureau and other government offices in the Philippines, for Australian principals and local affiliates.

Ensured timely compliance with relevant environmental, mining, civil and administrative laws and reportorial requirements.

Represented the company in negotiations relating to partnerships and acquisitions.

Supervised external counsels, project personnel, mining engineers, geologists and managed company employees.

Acted as Corporate Secretary of the company, prepared board resolutions and certifications, and handled all reportorial and compliance requirements of the company.

Was instrumental in the forming of the joint venture with a Philippine mining company and acquisition of an existing APSA in Region V.

Legal Consultant

Mineral Agencies Australia

as trustee for All Minerals Trust April 2009 to Mar 2013

Perth, Australia

MAA is a trustee for AMT, which held mining rights in various projects in Australia and the Philippines.

Provided legal advice and support on corporate and mining issues.

Represented the company in negotiations and joint ventures with third parties in the acquisition of properties in the Philippines.

Represented the company in seeking viable projects in the Philippines for financing or joint venture.

Provided advice on various Philippine laws, rules and regulations.

Represented the company in government relations.

Ensured timely compliance with all relevant labor, corporate, environmental and mining laws.

Drafted all relevant legal agreements and necessary documents as required.

Non-Executive Director

Dourado Resources Pty Ltd Nov 2009 to Nov 2011

Perth, Australia

Dourado Resources Pty Ltd is a mining company listed with the Australian Stock Exchange.

As Non-Executive Director, attended relevant board meetings at the Perth office, as well as annual shareholders meetings.

Contributed legal advice on compliance with mining, environmental laws, JORC and other applicable laws.

VP for Legal & Operations

Palmagick Entertainment, Inc. January 2008 to 2010

Primarily in-charge of all legal transactions, documentations, contracts, joint venture agreements, intellectual property registrations, negotiations and overall supervision of operations and projects of the company.

Advised company officers and partners about copyright infringements and patent violations, consumer protection data, B2B and B2C laws and related rules and regulations, and suggested solutions, as well as handled prosecution and negotiations thereon.

Represented the company in all meetings with clients, financiers, partners and product presentations. She also handled all corporate compliance matters.

VP for Legal

Geograce Resources Phils., Inc. Sept 2006 to December 2007

Specialized in mining and environmental impact assessment laws, as well as corporate rehabilitation petitions and related cases.

Handled various cases involving civil, criminal, corporate, labor, administrative cases.

Handled and provided legal advice on large-scale real estate development and agrarian reform cases for individual and corporate clients.

Represented the company before courts and executive offices for various legal and extra-legal matters.

Prepared pleadings, motions, memoranda of law, and other legal documents in relation thereto.

Represented the company and provided legal advice on joint ventures, mergers and on the acquisition, transfer, lease or assignment of real property.

Acted as Corporate Secretary of the company, prepared board resolutions and certifications, and handled all reportorial and compliance requirements of the company.

Corporate Secretary

Angping& Associates Securities, Inc. Sept 2006 to February 2008

AC & D Corporate Partners

Acted as Corporate Secretary of the company, prepared board resolutions and certifications, attended all corporate meetings and handled all reportorial and compliance requirements of the company.

Provided corporate housekeeping services.

Prepared the General Information Sheet, other compliance documents, stock certificates, the Stock Transfer Book, deeds of assignments, subscription documents, trust agreements, and represented the company before government institutions and courts.

Provided legal advice on various laws and legal issues.

Asst. Compliance Officer, Manager 2

UCPB Main Office June 2005 to March 2006

Handled matters concerning Anti-Money Laundering and corporate governance/best practices policies of the bank and its units.

Investigated/supervised AMLA concerns of the bank and its branches.

Trained bank personnel on AMLA and related banking laws, prepared training materials, prepared the compliance awareness testing system (CATS) and gave lectures to bank staff and officers on AMLA and related typologies.

Regularly reviewed the manual on corporate governance and determined bank compliance therewith.

Handled queries of the bank and its units on AMLA, DOSRI, loans, foreign exchange procedures, corporate law, other compliance matters and bank products.

Assisted in the BangkoSentralngPilipinas (BSP) requests in locating accounts of deceased persons.

Attended bank committee meetings (BAMLAC & Corporate Governance Committees) and prepared necessary documents; assisted the compliance officer on various matters concerning bank compliance issues.

Provided advice on foreclosure or properties and other queries involving banking laws.

Associate & Office Manager (Manila Office)

AA Amador Associates Mar to Nov 2004

Engaged in the practice of law, with special emphasis on insurance laws, finance and tax laws, labor laws, contracts laws, agricultural laws, agrarian reform (Comprehensive Agrarian Reform Law, land use and conversion), mining laws, as well as the acquisition, transfer and disposition of real property.

Provided advice on Intellectual Property and patent laws, consumer laws, civil, corporate, tax and immigration laws on behalf of local and offshore corporate clients.

Particularly engaged in corporate practice.

As corporate secretary in several corporations, took care of the corporation’s records as a legal entity, particularly its stock and transfer books, minutes of meetings, and filings with SEC and PSE (if a publicly listed corporation).

Monitored compliance with legal requirements and deadlines as regards the corporation’s status as such, e.g. the General Information Sheet, financial statements or affidavits of non-operations; issued

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