Guidelines for the Selection and Appointment of Independent Directors

April 23, 2015 NEA MEMORANDUM NO. 010-15 TO : All Electric Cooperatives SUBJECT : Guidelines for the Selection and Appointment of Independent Directors May we furnish you a copy of the Guidelines for the Selection and Appointment of Independent Directors which had been formulated by NEA, pursuant to Section 6 (c) of Republic Act 10531 which provides that NEA, in the exercise of its power of supervision over electric cooperatives (ECs), shall have the power to appoint Independent Directors in the ECs. Section 5 (e) of RA 10531 provides, among other things, that NEA is authorized and empowered to supervise the management and operations of ECs. Moreover, NEA Board Resolution No. 27 dated August 26, 2011 provides for the establishment of Key Performance Standards (KPS) with emphasis on good governance. The draft guidelines had been presented to and discussed with various leadership associations of the ECs during two (2) consultative meetings. The NEA Board of Administrators approved the said guidelines on January 29, 2015 under Board Resolution No. 3, published in the Official Gazette on March 13, 2015 and took effect on March 28, 2015. For your information. (SGD.) EDITA S. BUENO Administrator ATTACHMENT Guidelines for the Selection and Appointment of Independent Directors