The 2007

Corporate Governance Scorecard

for
Publicly-listed Companies

Date: January 29, 2008

THE DIRECTOR
Corporation Finance Department
Securities and Exchange Commission
EDSA
Mandaluyong City

We are pleased to submit the accomplished Corporate Governance (CG) Survey for publicly-
listed companies pursuant to SEC Memorandum Circular No. 2 dated 09 August 2007.

Please find the necessary information in relation to this submission:

COMPANY INFORMATION
Organization Name
SWIFT FOODS, INC.
Address
nd
2 FLOOR RFM BLDG., CORNER PIONEER AND SHERIDAN STREETS, MANDALUYONG CITY
Contact Person
MS. SUSAN A. KALALO
Designation
SENIOR VICE-PRESIDENT
Telephone number
(02) 631-8101 ; (02) 638-8502
Fax number
(02) 631-5069
Email address
sakalalo@gmail.com

ATTESTATION:
I attest that, to the best of my knowledge, all information in this assessment is accurate and
truthful, and that all supporting documents are adequately provided.

MS. SUSAN A. KALALO

Name & Signature of Authorized Company Representative

Date: JANUARY 29, 2008

2007 Corporate Governance Scorecard for Publicly-listed Companies RESPONSE FORM

Sample:

Self-Assessment
ITEM Survey Question Information Source Remarks
Poor Fair Good
Does the company offer other
1 ownership rights beyond Paragraph 2, Page 25, 2006 Annual Report
voting?

IMPORTANT NOTE: For validation purposes, please submit a copy of all documents used in the Self Assessment.

Part I. THE RIGHT OF SHAREHOLDERS

Self-Assessment
ITEM Survey Question Information Source Remarks
Poor Fair Good
Does the company offer other
1 ownership rights beyond Section 6, Page 13, Corporate Governance Manual
voting?
Is the decision on the director Director per diem is determined
Section VIII, Amended By-Laws,
2 per diems approved by the by the Compensation Committee
Section 2.2.2.2.2, Corporate Governance Manual
shareholders annually? of the Board of Directors

How is the director per diem nd

2 Paragraph, Page 16, 2007 Definitive Information
3 presented to the
Statement
shareholders?

Does the company allow

Page 2, Minutes of the 2007 Annual Stockholders
4 shareholders to elect board
Meeting, Page 12 Corporate Governance Manual
members individually?
 Quality of Notice to call
5 Shareholders Meeting in the
past year.

Nomination of directors Report does not include board

Pages 9-12, 2007 Definitive Information Statement,
5.1 providing their names and meeting attendance and
Pages 19-21, 2006 Management Report
background. performance

Is there adequate information

on the external auditor? Are
their name(s), profile, detail of
5.2 Page 18, 2006 Management Report
fees and other engagements
with the company (tax,
consulting, etc.) provided?

Dividend policy, in providing

5.3 Page 6, 2007 Definitive Information Statement
the amount and explanation.

Does the information

5.4 statement have an executive Pages 5- 18, 2006 Management Report
summary?

6
Quality of Minutes of
Shareholders' Meeting
Voting method and vote
6.1 Page 4, 2007 Definitive Information Statement
counting system
Did the Chairman of the Board Minutes of the Board Meeting dated October 11, 2006
7
attend the last two AGMs? and August 3, 2007
Did the CEO/Managing
8 Director attend at least one of Minutes of the Board Meeting dated August 3, 2007
the last two AGMs?

Is a name list of board

9 members attending the AGM
available?
 Do AGM minutes record that
there was an opportunity
10 allowing for shareholders to
ask questions/raise issues in
the past year?
Question and answer portion of
Is there a record of answers
10.1 the Stockholders’ meeting was
and questions?
not recorded in the minutes.
Is there a record of resolutions
10.2 2007 Minutes of Annual Stockholders’ Meeting
in the minutes?

11
Attendance of the Board
Committee Chairs
The Chairman of the Audit
Did the Chairman of the Audit
Committee attended the last two
11.1 Committee attend the last two
AGMs but not included in the
AGMs?
Minutes
The Chairman of the
Did the Chairman of the
Compensation Committee
Compensation / Remuneration
11.2 attended the October 11, 2006
/ Governance Committee
AGM but not included in the
attend the last two AGMs?
Minutes
The Chairman of the Nomination
Did the Chairman of the
Committee attended the last two
11.3 Nomination Committee attend
AGMs but not included in the
the last two AGMs?
Minutes

12
Does the company have anti-
takeover defenses?
Do Board members
Based on direct individual
12.1 collectively own more than Page 8, 2007 Definitive Information Statement
shareholders
25% of outstanding shares?
What is the proportion of
49.78% are considered “free
12.2 outstanding shares that are Page 4, Public Ownership Report, Sept. 30, 2007
float”
considered "free float"?
Part II. EQUITABLE TREATMENT OF SHAREHOLDERS

Self-Assessment
ITEM Survey Question Information Source Remarks
Poor Fair Good
Does the company offer one-
13 Page 4, 2007 Definitive Information Statement
share-one-vote?
Does the company have any
mechanism that allows minority
14 Page 4, 2007 Definitive Information Statement
shareholders to influence board
composition?

Has there been any case of

insider trading involving company
15
directors and management in the
past two years?

Has the company established a

system to prevent the use of
material inside information and The Company Rules and Regulations and Conflict of Interest Discussed the use of confidential
16
inform all employees, Policy information
management, and board
members of this system?

Has there been any

complaint/dispute/problem
17
regarding related-party
transaction in the past two years?

Does the company have a policy

that requires management to
18 Page 25, No. 19, Audited Financial Statements
disclose related-party
transaction?

Are the nature and extent of

transactions with affiliated and This is included as part of Definitive
19 Page 25, No. 19, Audited Financial Statements
related parties communicated to Information Statement
shareholders annually?
 Is the company a part of an
economic group where the parent
20 / controlling shareholder also
controls key suppliers, customers,
and/or similar businesses?

Does the company facilitate Per By-laws, we encourage voting by

21 Amended By-Laws
voting by proxy? proxy

Does the notice to shareholders

22 specify the documents required to
give proxy?

Is there any requirement for a Notice is silent but if there are

23 proxy appointment to be proxies, we require the proxy
notarized? document to be notarized

How many days in advance does

15 business days before the date of
24 the company send out notice of Affidavit of Publication
Annual Stockholders Meeting
general shareholder meetings?

24.1 Date of Notice (dd/mm/yy) 11 July 2007

24.2 Date of Actual Meeting (dd/mm/yy) 03 August 2007

Part III. THE ROLE OF STAKEHOLDERS IN CORPORATE GOVERNANCE

Self-Assessment
ITEM Survey Question Information Source Remarks
Poor Fair Good
Does the company explicitly
25 mention the safety and Company’s Business Guiding Principles
welfare of its employees?
 Does the company provide an
ESOP (Employee Share
26
Option Program), or other
long-term employee incentive
plan linked to shareholder
value creation, to employees?

Does the company provide a

27 retirement plan/fund or its Page 10, 2006 Audited Financial Statements
equivalent for its employees?

Does the company provide a

Overview of Training Program from Human Resource
28 continuing training program for
Department
its employees?
Does the company explicitly
29 mention the role of Paragraph 7, Page 1, 2006 Management Report
customers?
Does the company explicitly
30 mention the role of Page 2, 2006 Management Report
suppliers/business partners?

Does the company explicitly

31 mention its obligations to Pages 12-14, Corporate Governance Manual
shareholders?

Does the company explicitly

32 mention its obligations to Pages 19-20, 2006 Audited Financial Statements
creditors?

Does the company explicitly

33 mention environmental issues Page 2-3, 2006 Management Report
in its public communication?

Does the company explicitly

mention its broader
34 Company’s Business Guiding Principles
obligations to society and / or
the community?
 Does the company inform
shareholders of material
35 income tax consequences of
owning shares of company
common shares, ADS, etc.?
Does the company disclose
pending legal and tax
proceedings, tax assessment
notices and voluntary
36 Page 33, 2006 Audited Financial Statements
assessment program
availments that it considers to
be potentially material to its
business?

Part IV. DISCLOSURE AND TRANSPARENCY

Self-Assessment
ITEM Survey Question Information Source Remarks
Poor Fair Good
Does the company have a
37 transparent ownership
structure

37.1 Breakdown of shareholdings General Information Sheet

Is it easy to identify beneficial

37.2 Page 5, 2007 Definitive Information Statement
ownership?

Are directors’ shareholdings

37.3 SEC Form 23-B
disclosed?

Are management’s
37.4 Page 8, 2007 Definitive Information Statement
shareholdings disclosed?
Does the company have a
38 dispersed ownership Page 4, Public Ownership Report, Sept. 30, 2007 49.78% are publicly owned
structure?
 Assess the quality of the
39 Annual Report. In particular,
the following:

39.1 Financial performance Page 5-16, 2006 Management Report

Business operations,
39.2 competitive position, and other Page 16-18, 2006 Management Report
non-financial matters

39.3 Board member background Page 19-21, 2006 Management Report

39.4 Basis of the Board per diems Page 15, 2007 Definitive Information Statement

2006 Audited Financial Statements,

39.5 Operating risks
2006 Management Report

39.6
Identification of Independent SEC Form 17-A Annual Report SEC,
Directors 2007 Definitive Information Statement

Board meeting attendance of

39.7 Certificate of Attendance from Corporate Secretary
individual directors
Does the company have a
policy requiring full disclosure
2006 Audited Financial Statements
39.8 of details of related-party
transactions in public
communications?
Is there any statement
requesting directors to report
40 SEC Form 23-B
their transactions of the
company shares?
Audit Committee Minutes dated August 30, 2007,
Does the Audit Committee
41 Section 2.2.2.3.2, Pages 7-8, Corporate Governance
have a Charter?
Manual
Does the company have an
internal audit operation Section 2.3.5, Pages 9-10, Corporate Governance
42
established as a separate unit Manual
in the company?
 To whom does the internal
Section 2.3.5, Pages 9-10, Corporate Governance The Internal Audit team reports
43 audit function report, please
Manual to the Audit Committee
identify?

Does the company perform an

44 annual audit using SEC 2006 Management Report
accredited external auditors?

Is the financial report

Two delays in the last three
45 disclosed in a timely manner
years
during the past year?

Are there any accounting

qualifications in the audited
46 financial statements apart 2006 Audited Financial Statements
from the Qualification on
Uncertainty of Situation?
Date when website was examined
Does the company website
(dd/mm/yy)
47 disclose up-to-date
information on:
47.1 Business operation
47.2 Financial statement
47.3 Press release
47.4 Shareholding structure

47.5 Organization structure

Corporate group structure

(N/A for a company that does
47.6
not belong to corporate
grouping)

47.7 Downloadable annual report

Notice to call shareholders'

47.8
meeting
 Does the company provide
contact details for a specific
48 Investor Relations person or
unit that is easily accessible to
outside investors?
Does the company offer
49
multiple channels of access to
information? Multiple channels
include:
49.1 Annual report Annual Report, Disclosure to PSE/SEC

49.2 Company website

49.3 Analyst briefing(s) Annual Report, Disclosure to PSE/SEC

Press conference(s) / press

49.4
briefing(s)

Part V. BOARD RESPONSIBILITY

Self-Assessment
ITEM Survey Question Information Source Remarks
Poor Fair Good
Does the company have its
own written Corporate
Governance Manual that
50 Corporate Governance Manual
clearly describes its value
system and board
responsibilities?
Does the Board of Directors
provide code of ethics or
51 statement of business conduct
for all directors and
employees?
Does the company have a
52 corporate
vision/mission/values?
 Does the PSE have any
evidence of non-compliance of
Failure to submit Financial
53 the company with PSE rules PSE Records
Statements on time
and regulations over the two
years?
Assess the quality of the Audit
54 Committee Report in the
Annual Report:
54.1 Attendance

54.2 Internal control

54.3 Proposed auditors

54.4 Financial report review

54.5 Legal compliance

54.6 Over-all concluding opinion

Have board members
participated in the training on Training on Corporate
55 Corporate Governance (i.e. Governance conducted by SGV
PDP, CGOP, Corporate last January 2005
Retreat, etc.)?
Have senior management Training on Corporate
56 executives attended training Governance conducted by SGV
on Corporate Governance? last January 2005
What is the attendance
57
performance of the board Certificate of Attendance from the Corporate
members during the past 12 Secretary
months?
Does the company provide a
58
risk management policy?

Does the company clearly

distinguish the roles and
59
responsibilities of the board
Corporate Governance Manual and By-Laws
and management?
 Does the board conduct an
60
annual self-assessment?

Does the company conduct an

61
annual performance
assessment of the
CEO/President?

How many board meetings

62
are held per year?
No. of Board Meetings: 11

Does the firm report board SEC Form 17- C – Attendance of Directors for 2007 &
62.1 meeting attendance of Certification on Compliance with Corporate Governance
individual directors? Manual

Is the Chairman a non-

63 Chairman is also the CEO
executive director?
Does the board appoint
committees with independent
64 members to carry out various
critical responsibilities such
as:
Audit. If yes, are the following
64.1
items disclosed?
Charter/ Role and
64.1.1 Corporate Governance Manual
responsibilities
2006 Annual Report, 2007 Definitive Information
64.1.2 Profile / Qualifications
System, Corporate Governance Manual
2006 Annual Report, SEC Form 17-A, Corporate
64.1.3 Independence
Governance Manual
Performance / Meeting
64.1.4
Attendance
Compensation /
Remuneration.
(Compensation/
64.2
Remuneration Committee) If
yes, are the following items
disclosed?
 Charter/Role and
64.2.1 Corporate Governance Manual
Responsibilities
Is the Committee composed of
64.2.2 a majority of independent SEC Form 17- C
directors?
Is the Chairman of the
64.2.3 Committee an independent SEC Form 17- C
director?
64.2.4
Performance / Meeting
Attendance
Nomination Committee. If yes,
64.3 are the following items
disclosed?”
Charter/Role and
64.3.1 Corporate Governance Manual
Responsibilities
Is the Committee composed of
64.3.2 a majority of independent
directors?
Is the Chairman of the
64.3.3 Committee an independent
director?
64.3.4
Performance / Meeting
Attendance

How many board members 3 out of 8 are Independent

65
are independent directors? Directors (37.5%)
Does company state in its
Annual Report the definition of
66 "independence" for identifying
independent directors in public
communications?
Does the company have a
separate Board of Director's
Report describing their
67
responsibilities in reviewing
the firm's financial
statements?
 SURVEY ON CURRENT ETHICAL STANDARDS
IN PHILIPPINE CORPORATIONS

1. We have a formal code of ethics in our company. Yes No

2. Our code of ethics includes a statement on obligation to:

• Employees Yes No
• Shareholders Yes No
• Suppliers Yes No
• Customers Yes No
• The general community Yes No

3. We have an ethics officer in our company.
Yes No

4. We allocate resources for ethical activities such as:

• Training Yes
No
• Internal Communications Yes
No
• Ethics Audit
Yes
No

5. Ethics expectations are communicated to our:

• Suppliers/Vendors Yes
No
• Business Partners Yes
No
• Consultants
Yes
No
• Contractors
Yes
No

6. We have a reporting mechanism in place in the company to Yes
No

allow all employees to report or express ethical
concerns/violations.

7. Ethical conduct has an impact on an employee’s performance Yes
No

evaluation in our company.

8. We have mechanisms in place in the company that ensure Yes
No

our suppliers and partners adhere to highest standards of
business ethics.

The Institute of Corporate Directors is currently conducting a survey on ethical standards in

Philippine Corporations. We would highly appreciate your participation in this survey.

Thank you.