ANNUAL GENERAL MEMBERSHIP MEETING 2022

NOTICE & AGENDA, ANNUAL GENERAL MEMBERSHIP MEETING

OF THE INSTITUTE OF CORPORATE DIRECTORS

22 June 2022, Wednesday, 2:00 PM to 4:00 PM

NOTICE IS HEREBY GIVEN that the Annual General Membership Meeting of the Institute of Corporate Directors (ICD) will be held on, Wednesday, 22 June 2022, at 2:00PM via videoconference using Zoom platform and via onsite conference at Discovery Primea, Makati City. The Agenda items are as follows: 1. Invocation and National Anthem 2. Call to Order 3. Proof of Notice of Meeting & Certification of Quorum 4. Induction of Members 5. Approval of Minutes of the 10 June 2021 Annual General Membership Meeting 6. Message of the Chairman 7. Report of the Chief Executive Officer 8. Trustees’ Message 9. Report of the Approved Audited Financial Statements as of 31 December 2021 10. Appointment of External Auditor for Fiscal Year 2022 11. Ratification of all Acts and Resolutions of the Officers and Board of Trustees for the Annual Term 2020-2021 12. Ratification of the Amendments of the ICD By-Laws: 12.1 Section 1 of Article II: setting the annual meeting to the second Wednesday in the month of October of each year. 12.2 Section 2 of Article III: fixing the start of the term of office of trustees to begin 01 January of the calendar year following their election in the October AGMM. 12.3 Section 1 of Article IV: combining the offices of Chairman and President, providing for the office of Chief Executive Officer. 12.4 Sections 1 and 2 of Article V: describing the functions of the Chairman and President; providing for the duties and functions of the CEO. 13. Election of the Board of Trustees (announcement of results of Online Voting) 13.1 Resolution of Expression of Appreciation to the Outgoing Trustees 14. Open Forum 15. Closing Message from the Chairman Emeritus 16. Adjournment

Election of Trustees Four seats on the Board of Trustees are up for election this year 2022 to fill up the vacancies in the Board. The official Notice of Nominations will be sent to members on 04 April 2022 and the nomination period will run from 04 April 2022 until 22 April 2022. The final list of nominees will be announced on 06 May 2022, and thereafter election and voting will follow. Similar to last year, voting shall be online. Instructions for the online elections will be emailed to Fellows in good standing on 06 May 2022. The names of duly elected trustees will be announced during the Annual General Membership Meeting.

The Board of Trustees Organizational Meeting will immediately follow the adjournment of the Annual General Membership Meeting. Thank you and we look forward to your participation on 22 June 2022. Sincerely, Atty. Teodoro Kalaw IV Corporate Secretary