2014 annual report - trans-asia oil and energy development

B TRANS-ASIA OIL AND ENERGY DEVELOPMENT CORPORATION 2014 ANNUAL REPORT C

Power Business

Scaling up generation capacity to provide reliable supply to large industries.

D TRANS-ASIA OIL AND ENERGY DEVELOPMENT CORPORATION 2014 ANNUAL REPORT E

Wind EnergyHarnessing indigenous resources and renewable energy in pursuit of cleaner and more sustainable power sources for the country.

F TRANS-ASIA OIL AND ENERGY DEVELOPMENT CORPORATION 2014 ANNUAL REPORT 1

Energy Resource Development

Opening the doors for growth through responsible exploration, development and production of the country’s oil and natural gas resources.

2 TRANS-ASIA OIL AND ENERGY DEVELOPMENT CORPORATION 2014 ANNUAL REPORT 3

Table Of ContentsVision, Mission and Corporate Values 03Where We Operate 05Why Invest in Trans-Asia 06Message to Shareholders 10Business Reviews Power Business 18 Wind Energy 22 Energy Resource Development 26Corporate Social Responsibility 30Corporate Governance 36Board of Directors 40Management Commitee 44Corporate Information 46

Who We Are“We should always pursue our business with honor and never waver in our commitment to the principles of professionalism, integrity, and patriotism.”

- Amb. Ramon V. del Rosario, Sr., Founder

VISION To be the investment and electricity supply partner of choice

Leveraging our reputation on a culture of excellence.

MISSIONProviding reliable, competitive and customer-focused electricity services;

Utilizing indigenous energy resources and clean energy technologies; Helping build the nation through innovative, well-managed enterprises;

Anchored on the ideals of integrity, professionalism and patriotism.

CORPORATE VALUES

INTEGRITY

We conduct ourselves in an honest, ethical, and transparent manner.We always seek to do what is right, even in the face of adversity and uncertainty.We do not tolerate fraud in all its forms, including corruption, bribery, and abuse.

We do what we say we will do and we accept full responsibility for our decisions and actions.

PROFESSIONALISM

We deliver the results expected of us by understanding and giving importance to the requirements of our customers and stakeholders.

We foster a positive work environment by treating everyone with utmost respect and welcoming different view points that allow us to create better ideas, products, and services.

PATRIOTISM

We proudly express our love for the Philippines through active participation in Nation-building, respect for and adherence to its laws and regulations, commitment to protect the environment, and an unflinching

belief in the skill, spirit, and resiliency of Filipinos as a people and as world-class professionals.


Trans Asia as an end-to-end energy company engaged in resource development and exploration, wind energy development, and power generation and electricity supply.

The main revenues of the Company come from the power and electricity supply business. Trans-Asia operates its own power plants as well as purchases the capacities of other power generation facilities and sells electricity to its customers through bilateral contracts and through the Wholesale Electricity Spot Market (WESM).

Trans-Asia also holds investments in various exploration service contracts granted by the Philippine Government to private parties to give them exclusive rights to undertake energy resource exploration, development and production activities over certain areas. In the event of commercial production, the private parties receive a share of proceeds to recover their investments and generate profit

The Company maintains 4 oil & gas service contracts (SC 55, 69, 51, 6) and interests in SC 50 & SC 52. Trans-Asia also maintain 8 wind energy service contracts, 3 hydropower service contracts, and 1 geothermal energy service contract, with applications for one other geothermal service contract and one solar energy service contract.

Trans Asia is a pioneer in electricity supply, buying and selling power through the WESM as well as producing electricity from its own portfolio of power generation assets, to meet the demand of large and medium scale power consumers.

What We Do

POWER BUSINESS WIND ENERGY ENERGY RESOURCE DEVELOPMENT

DEFINITION OF BUSINESS

Engaged primarily in power generation and supply through

ownership and operation of various generation facilities; Pioneer in electricity supply

With primary purpose of developing and utilizing wind energy in the country, in line with the pursuit of clean and

sustainable projects

Engaged in resource exploration and development, with particular interest in oil

and gas, as well as geothermal energy.

COMPANIES UNDER EACH BUSINESS

TRANS-ASIA POWER GENERATION CORPORATION

(52MW);CIP II POWER CORPORATION

(21MW);TA OIL GUIMARAS POWER

PLANT (3.4MW); ONE SUBIC POWER GENERATION

CORPORATION (116MW) Joint Ventures:

SOUTH LUZON THERMAL ENERGY CORPORATION

(2 x 135MW),MAIBARARA GEOTHERMAL,

INC. (20MW)

TRANS-ASIA RENEWABLE ENERGY CORPORATION

(54MW);TRANS-ASIA WIND POWER

CORPORATION

TRANS-ASIA PETROLEUM CORPORATION;

PALAWAN55 EXPLORATION & PRODUCTION CORPORATION;

Joint VentureMAIBARARA GEOTHERMAL, INC. (expansion for 10MW)

PERFORMANCE INDICATORS UNDER

EACH BUSINESS

TOTAL ENERGY SALES UP 6% (1,695 GWH)

TOTAL SUPPLY CAPACITY UP 8% (280 MW)

8 Wind Energy Service Contracts with an aggregate

potential capacity of over 400MW

4 Oil & Gas Service Contracts plus interests in 2 SC’s

1 Geothermal Energy Service Contract plus

1 application with DOE3 Hydropower Service

Contracts 1 Solar Energy Service Contract

under application with DOE

OPERATIONAL HIGHLIGHTS

Commissioning of SLTEC’s first unit & 88% completion of second unit by year-end 2014, 2 x 135 MW CFB, joint venture

with AC Energy by year-end 2014.

Acquisition of One Subic Power Generation Corporation

(116MW) in May 2014 by Trans-Asia Power

Secured bilateral contracts with 11 Electric Cooperatives of Region 8, Holcim Mabini

Plant and URC.

Administration of 40MW strip of power from Unified Leyte,

Signed additional supply contracts with 1590 Energy

Corp, signed MOA for Power Barges 101, 102 & 103.

Completed San Lorezno wind farm and attained maximum generation capacity at 96%

of the total installed capacity or 52 MW out of 54 MW on

December 27, 2014.

Delivered power to the grid on October 7, 2014, through

the commissioning of the first three (3) units of wind

turbines.

Completion of a world-class 2.8-kilometer 138-kilovolt (kV)

submarine cable connecting the wind farm in Guimaras to

Panay Island on February 25, 2014.

Trans-Asia Petroleum was listed in the Philippine

Stock Exchange by way of introduction on

August 28, 2014.

Maibarara Geothermal Inc. (20MW) commenced commercial operations on Feb. 8, 2014 and approved

expansion plans for additional 10MW

Secured three (3) Hydropower Service Contracts covering areas in Pililia, Rizal; Ilagan,

Isabela and Buguias, Benguet on July 10, 2014.

New Paradigm for Managing the Energy Business: 3 Business Groups

4 TRANS-ASIA OIL AND ENERGY DEVELOPMENT CORPORATION


Where We Operate1. TRANS-ASIA POWER GENERATION CORPORATION (TAPGC) - Norzagaray, Bulacan (wholly owned subsidiary)2. CIP II POWER CORPORATION (CIPP) - Quirino, La Union (wholly owned subsidiary)3. TRANS-ASIA Guimaras Power Plant - Guimaras Island, Panay (power plant owned by Trans-Asia

Oil & Energy Development Corporation)4. SOUTH LUZON THERMAL ENERGY CORPORATION (SLTEC) - Calaca, Batangas (Joint venture with AC Energy Holdings)5. MAIBARARA GEOTHERMAL, INC. (MGI) - Sto. Tomas, Batangas (Joint venture with PetroGreen

Energy Corporation & PNOC)6. One Subic Power Generation Corporation - Subic, Olongapo (wholly-owned subsidiary)

1. WESC 2009-10-010 Sibunag, Guimaras2. WESC 2009-10-011 - Nueva Valencia, Guimaras3. WESC 2009-10-013 - Abulog-Ballesteros-Aparri, Cagayan4. WESC 2009-10-014 - Aparri-Camalaniugan-Buguey, Cagayan5. WESC 2010-02-024 - Paracale-Visons, Camarines Norte6. WESC 2010-02-028 - Infanta, Quezon7. WESC 2010-02-030 - Calauag, Quezon8. WESC 2010-02-032 - Dumangas, Iloilo

1. SC 6, Block B 2. SC 6, Block A3. SC 554. SC 695. SC 516. Interest in SC 50 & 52

2014 ANNUAL REPORT 7


Why Invest in Us


WE ARE MOVING INTO OUR SECOND PHASE OF GROWTH.

We have purposefully deployed our resources to solidify the foundation of our power business over the past five years. The year 2014 brought us to the realization of our vision with the additional capacity coming from our joint venture investment in the 20 MW Maibarara Geothermal power plant. The acquisition of One Subic Power Generation Corporation added another 116MW to our supply capacity, while the completion of our 54MW San Lorenzo wind farm marked a milestone maiden entry into wind energy. By year end, we completed the first 135 MW unit of South Luzon Thermal Energy Corporation (SLTEC) coal-fired power plant using CFB technology, significantly complementing our power supply portfolio. In addition, we assumed the 40MW power strip from the Unified Leyte Geothermal Power Plant as awarded via competitive bid conducted in November 2013.

WE DELIVER ON OUR PROMISES.

We ensure the security and reliability of our facilities to guarantee full delivery of supply capacity to our customers and to the WESM.

We completed the construction of our 54-MW Wind Farm in San Lorenzo, Guimaras which can consistently transmit 100% of its generation capacity to the Visayas grid.

We commissioned SLTEC’s first unit of the 2x135-MW Clean Coal-Fired Power Plant while pursuing completion of the second unit.

We successfully completed the listing of our energy resource and exploration arm, Trans Asia Petroleum Corporation.

WE ARE A TRUSTED PARTNER.

Top management is comprised of thought leaders in the energy industry.

We are a preferred partner by foreign investors and industry leaders.

We have enjoyed long-term relationships with our customers.

We engage our host communities whom we involve at every stage of our growth.

WE OPERATE WITH INTEGRITY.

We launched our Integrity Assurance Program for our management, employees, directors, and vendors as a testament to our commitment to lead by example.

Inculcating our PHINMA heritage with our resolve to Make Life Better.

Our community is our family. Our country is our home.

We look forward to the completion of the second unit of SLTEC for another 135MW as well as the Phase II expansion of MGI for an additional 10MW.

We continue to explore opportunities in wind energy and resource development. We remain optimistic as we look toward our accelerated trajectory in energy volume, leading to strong revenue expectations, translating to positive bottom line growth for our shareholders.

We are UNFOLDING GROWTH.


Our company is grateful to you, our shareholders,

for your support over the past forty-five years, which

has been instrumental to our success and longevity.

Trans-Asia, together with our parent company,

PHINMA, has purposefully laid the foundation of its

business, with the vision of becoming the investment

and supply partner of choice, remaining true to its

commitment towards self-reliance in energy. In doing

so, we are geared towards unfolding our growth.

PHILIPPINE ECONOMY AT A GLANCE

The Philippine economy continued its positive

trajectory in 2014, posting GDP growth of 6.1% for

the year. Net foreign direct investments reached

$4.3B by the third quarter and continued to play a

dominant role in national development. The Philippine

Stock Exchange breached a new high, with its index

closing above the 7,000 level, demonstrating growth

momentum for a period of six consecutive years.

The country secured two credit rating upgrades in

2014, as Moody’s raised the country’s credit rating

to Baa2, while S&P further upgraded its previous

credit rating by a notch above minimum investment

grade. International recognition and praise for the

Philippines was largely attributable to efforts of the

Aquino administration to institutionalize reforms

to ensure the sustainability of its good governance

agenda, as supported by the country’s declining

debt burden and favorable growth prospects amid a

climate of rising investment.

To our dear shareholders,


ENERGY INDUSTRY

Positive macroeconomic fundamentals continued to

fuel the base for strong energy consumption in the

Philippines with demand for power forecasted to

grow at an average rate of 3.96%. With its cue from

the world market, oil prices significantly declined

due to an increase in inventory and lower demand

projections, and this was beneficial to the Philippines

as a net importer of oil and fuel products.

In 2014, the energy industry was also faced with

significant challenges. The tight supply scenario

carried over from previous years and brought forward

an increase in regulatory intervention and review.

Future supply concerns likewise escalated urgency in

boosting our country’s power capacity. In support

of this, your company took significant strides to

boost our own self generation ability. We support

the initiatives towards greater collaboration between

government and regulatory agencies, and those of

our national and local government.

During the past year, a secondary price cap

mechanism was maintained in the WESM, as

implemented by the Energy Regulatory Commission

(ERC) in order to prevent spikes in the market. The

Philippine Electricity Market Corporation (PEMC)

conducted investigations on power generation

companies, and we are pleased to report that your

company and its subsidiaries have clearly been

dutiful in their responsibilities. Factoring the tight

reserves during the summer months and scheduled

maintenance shutdown of the Malampaya platform,

we warrant that proper facility operation and

observance of efficient maintenance practices are

imperative to effectively manage power supply

concerns in the country.


POWER BUSINESS

In 2014, demand for energy increased in line with

growth in the economy. Energy sales volume increased

6% to 1,695 GWh over the year, while supply grew

by 8% to 280 MW, as a result of strong relationships

with our customers and suppliers. Your company was

however challenged in 2014 by lower margins arising

from higher average prices for power purchases on the

WESM. Net income decreased from P572.8 million in

2013 to P180 million in 2014, as of December 31, 2014.

in electricity supply, this platform allows for a

transparent and competitive bidding process to

encourage efficiency through competition for

increased energy reliability. Maintaining the

balance between increasing our own capacity while

expanding our customer-base will furthermore be the

cornerstone of our power business.

WIND ENERGY

In 2014, your company, through its subsidiary Trans-

Asia Renewable Energy Corporation (TAREC), achieved

significant milestones by completing and operating

its 54-megawatt (MW) windfarm in San Lorenzo,

Guimaras. Seen as a considerable contributor to the

Renewable Energy portfolio in the Visayas Grid, the

San Lorenzo Windfarm is the first wind energy project

under the Renewable Energy Act of 2008 to have

the ability to consistently deliver its full generation

capacity to the grid. Upon commencement of its

commercial operations in December 2014, the

windfarm was able to attain a maximum capacity of

52MW representing 96% of total installed capacity.

The wind farm was able to export 52GWh and

generate over Php 53 Million in December 2014.

Engaging the community for inclusive development

and sustainable livelihood opportunities is at the

core of our presence in Guimaras. Supporting

Our Power Business has focused on unfolding

our growth by expanding our supply portfolio. In

February, Maibarara Geothermal Incorporated

(MGI) commenced commercial operations, with

your company enjoying a 25% ownership stake and

100% supply offtake agreement. MGI has likewise

embarked on Phase II expansion for another 10MW

of geothermal energy. In May 2014, we acquired

One Subic Power Generation Corporation (OSPGC)

through our wholly owned subsidiary, Trans-Asia

Power Generation Corporation (TAPGC), allowing us to

manage and operate the leased capacity of 116MW,

for another five years. In December, we completed

the first unit of our 2 x 135 MW South Luzon Thermal

Energy Corporation (SLTEC) 50-50 joint venture

with AC Energy Holdings of the Ayala group. This is

the first significant power generation facility to be

declared commercial in 2015, supplying an additional

135MW to the grid in time for peak summer

months. On December 26, 2014, your Company

assumed the 40MW strip of power from the Unified

Leyte Geothermal Power Plants, secured through

competitive bidding conducted in November 2013.

We are pleased to report that your Company secured

a supply contract with 11 Electric Cooperatives

from Region 8, plus additional agreements with

Holcim Cement and Universal Robina Corporation

(URC), bringing total energy sales to 386.65 GWh.

Your Company is finalizing negotiations with the

Power Sector Assets and Liabilities Management

Corporation (PSALM) for the acquisition of Power

Barges 101, 102, and 103, with combined registered

capacity of up to 96MW.

Participation in the WESM remains to be a source

of revenue for the power business. As pioneers

Construction of SLTEC’s second unit of its 2x135 MW CFB Coal-Fired Plant is underway with target completion by year-end 2015.

the government’s effort to increase sustainable

energy through development of Renewable Energy

sources, your company is expected to contribute up

to 120.79Gwh of electricity per annum, which can

sustain almost 48,000 households’ yearly electricity

needs. The project is also expected to contribute

to the global effort of reducing greenhouse gas

emission in the atmosphere estimated at 65,000

tons of CO2 per year. To date, your company

maintains eight (8) service contracts with an

aggregate potential capacity of up to 400MW of

wind energy.

Your company is one with the Department of Energy

in its pursuit of energy sustainability through the

development of renewable energy. We remain

confident that our government will make concrete

its support for climate change reforms by expanding

the Feed in Tariff structure as an immediate

answer to current supply concerns as well as to

incentivize capital investments from both local and

international investors. We look forward to strong

government policies that will cement investor

appetite and long-term demand in the Philippine

energy industry which would not only play a vital

role in achieving energy self-reliance but also secure

a cleaner future for younger generations.

2014 ANNUAL REPORT 13


RESOURCE DEVELOPMENT

Your Company maintains various exploration service

contracts (SC’s) for the exploration and development

of petroleum, hydropower, geothermal, and solar

projects in different locations across the country.

For petroleum exploration, your Company is

anticipating the commencement of drilling activities

by the second and third quarter of 2015 for SC 50 and

SC 55, respectively.

On July 10, 2014, your Company was awarded three

(3) Hydropower Service Contracts covering areas in

Pililia Rizal, Ilagan Isabela and Buguias Benguet. Still in

the preliminary stage, your Company may potentially

develop hydro energy projects with an aggregate

potential capacity of 320 MW.

On November 7, 2014, your Company filed an

application for a solar energy service contract in

Guimaras, which complements our wind farm on

the island.

On August 28, 2014, your Company decided to list its

resource exploration and development arm, Trans-

Asia Petroleum Corporation by way of introduction in

the Philippine Stock Exchange. The listing proved to

be a strategic move for the company to bring focus

to its upstream petroleum activities, realize market

value for its assets, and gain access to the capital

market and raise needed funds for future exploration

and development projects.

CORPORATE SOCIAL RESPONSIBILITY

We remain steadfast in our advocacies for three main

CSR pillars: Education, Environment, and Livelihood.

Looking into our own family, we have taken a special

interest in promoting Employee Wellness as a priority

area to inculcate overall work-life balance, employee-

driven volunteer initiatives, and to develop strong

leadership potential.

Since 2009, your Company’s flagship CSR program,

Harnessing Energy Literacy for Planet Earth (HELP

Earth), has been strategically partnering with schools,

teachers and students to promote awareness and

consciousness with regard to energy issues in order to

make knowledge-based energy choices.

In 2014, we added seven (7) new partner schools to

our program bringing our total to 29 partner schools

across the country. Your Company’s CSR efforts have

allowed us to actively engage with more than 350

faculty members and 9,000 students, supporting

our belief in education as a necessary tool to instill a

foundation of knowledge and values in our youth.

“Looking into our own family, we have taken a special interest in promoting Employee Wellness as a priority area to inculcate overall work-life balance, employee-driven volunteer initiatives, and to develop strong leadership potential.”

Students from Trans-Asia’s partner schools benefit from the HELP Earth program through educational supplements that enhance energy literacy.



Your Company continues to support environmental

conservation and preservation through the efforts of

our Parent Company and subsidiaries. In 2014, Trans-

Asia employees participated in various tree planting

activities, promoting indigenous and native seedlings

for biodiversity preservation. We maintain our own

plant nurseries and actively propagate a 5 hectare

reforestation program in cooperation with the Subic

Bay Metropolitan Authority (SBMA) in Olongapo. This

year we recorded 1,538 seedlings and look forward to

further improving our green handprint.

Your Company’s livelihood program in La Union

marked its second year in 2014. The Quirino’s Best

program is aligned with our vision of providing a

sustainable source of income for the Nanays of

Quirino with our joint goal for them to become

financially independent.

Your Company has embarked on a long-term project

in Guimaras through the presence of our wind farm in

San Lorenzo. From its early stages, we have promoted

community engagement and development as a

keystone. Our roadmap for strengthening tourism and

development takes a multi stakeholder approach, and

is focused on building community resiliency, capacity

building for tourism and livelihood opportunities,

with a proactive mindset for environmentally sound

and sustainable practices to maintain the pristine

island while attracting new visitors and markets.

Corporate social responsibility is the heart of our

business. Your Company takes pride in making life

better for our fellow countrymen and our stakeholders.

CORPORATE INITIATIVES

Your Company, led by our parent PHINMA, has

embarked on an enterprise-wide risk management

approach to comprehensively and effectively

review and mitigate inherent business risks as

well as external threats. We recognize the need

to proactively identify and regularly manage these

risks, with the guidance and leadership of our Board

and management, subject to regular review for

compliance and good governance. Your Company has

developed a strong Business Resiliency program, and

launched a group-wide Integrity Assurance program

to promote a culture fervently inculcating our core

values of Integrity, Professionalism, and Patriotism.

Our Human Capital has always and will continue to

remain as our number one asset. Our development

roadmap is geared towards career and leadership

growth, through enhanced performance management

systems, aligned with your Company’s strategies and

objectives. We express our sincere gratitude to the

professionals behind our success and achievements.

Their perseverance and loyalty are the key driving

force of our Company’s progress.

To our shareholders, whose trust and commitment

to TRANS-ASIA propel the Company towards the

direction of growth, THANK YOU. The management,

officers and staff of TRANS-ASIA will strive to

accomplish what we need to deliver, for us to unfold

our growth in the future.

May the Lord Almighty continue to guide us and

provide us with the strength to carry on the legacy of

our founders and make life better for our shareholders,

communities, employees, and the Filipino people.

Communities surrounding our facilities have become part of our operations through continuous engagement with our CSR projects.

“Your companyhas developed a strong Business Resiliency program, and launched a group-wide Integrity Assurance program to promote a culture fervently inculcating our core values ofIntegrity, Professionalism, and Patriotism.”

Oscar J. Hilado

Chairman

Francisco L. Viray, Ph.D.

President and Chief Executive Officer


Power BusinessYour Company’s Power Business still remains its main revenue driver for 2014. The Power Business, composed of the company’s generation facilities that it leases and operates, as well as its electricity supply and trading arm, has grown significantly in the past year and continues to remain a relevant player in the Wholesale Electricity Spot Market (WESM) and the power industry at large.

In 2014, demand for energy increased in line with growth in the economy. Energy sales volume increased 6% to 1,695 GWh from 1,597 in 2013, while supply grew by 8% to 280MW from 260 MW in 2013. Your Company was however challenged in 2014 by lower margins arising from higher average prices for power purchases on the WESM. Net income decreased from P572.8 million in 2013 to P180.4 million in 2014. Moving into 2015, your Company looks forward to increasing its self-generation supply capabilities with our new capacities coming onstream, thereby decreasing our reliance on the WESM for requirements in supply.

GUIMARAS POWER PLANTYour Company’s 3.4 MW Bunker C-Fired Power Plant in the island of Guimaras continues to be a solid contributor to the power supply of Guimaras Electric Cooperative (GUIMELCO), which is the sole electricity distribution utility (DU) on the island. Since its establishment in 2006, your Company’s Guimaras facility has supplied the island of Guimaras on island mode during six distinct instances of grid disconnection, allowing 26,000 households to enjoy access to electricity despite unfavorable conditions. Aside from our Electricity Supply Agreement (ESA) with GUIMELCO, the facility also sells its excess capacity to the Visayas WESM, thereby creating additional revenue for the business.

TRANS-ASIA POWER GENERATION CORPORATION (TAPGC)In May 2014, we acquired One Subic Power Generation Corporation (OSPGC) through our wholly owned subsidiary, Trans-Asia Power Generation Corporation (TAPGC), allowing us to manage and operate the leased capacity of 116MW, for another five years. The One Subic Power Generation Corporation (OSPGC), formerly owned by Udenna Energy Management Corporation, tripled TAPGC’s generation portfolio, which is a welcome addition to the 52-MW Bunker C-Fired power plant in Bulacan serving Holcim’s Cement Plant and the WESM.

CIP II POWER CORPORATION (CIPP)CIPP operates the 21-MW Bunker C-Fired Power Plant in Bacnotan, La Union, beside Holcim’s Cement Plant. Since the facility was physically transferred to La Union and commissioned in 2013, it has successfully served the power requirements of WESM and Holcim, and will continue to do so by taking advantage of its strategic location.

SOUTH LUZON THERMAL ENERGY CORPORATION (SLTEC)In December, we completed the first unit of our 2 x 135 MW South Luzon Thermal Energy Corporation (SLTEC) 50-50 joint venture with AC Energy Holdings of the Ayala group. This is the first significant power generation facility to be declared commercial in 2015, supplying an additional 135MW to the grid in time for peak summer months. By the end of 2014, the second unit was already at 88% completion and is expected to commence commercial operations by early 2016.

“The Power Business, composed of the company’s generation facilities and electricity supply and trading arms, has grown significantly in the past year and continues to remain a relevant player in the Wholesale Electricity Spot Market (WESM) and thepower industry at large.”

BUSINESS REVIEW


ENERGY SALES VOLUME

6%

ENERGY SUPPLY

8%


MAIBARARA GEOTHERMAL INC. (MGI)MGI was the first project under the Renewable Energy Act of 2008 to be declared commercial by the government. A joint venture with PetroGreen Energy Resources (65%) and PNOC Renewable Corporation (10%), Trans-Asia owns a twenty-five percent (25%) share in the project. In 2014, your Company was the sole off-taker of the 20-MW capacity of the geothermal power plant. MGI was able to produce 127,348 MWh of power last year, generating significant revenue for Trans-Asia and supporting our pursuit for cleaner and more sustainable energy. On July 30, 2014, MGI embarked on Phase II expansion for an additional 10MW of geothermal energy.

ELECTRICITY SUPPLY (ES)Participation in the Wholesale Electricity Spot Market (WESM) remains to be a source of revenue for the power business. As pioneers in electricity supply, this platform allows for a transparent and competitive bidding process to encourage efficiency through competition for increased energy reliability and price stability. Maintaining the balance between increasing our own capacity while expanding our customer-base is at the cornerstone of our power business.

We increased our customer-base by servicing additional cement plants of Lafarge Republic and Holcim Philippines. We cater to the power requirements of Cavite Economic Zone, Quezon II Electric Cooperative and DirectPower, retail electricity supplier unit of AC Energy Holdings.

To address the needs of our customers, your Company maintains supply agreements with SEM Calaca Power Corporation, Vivant Sta. Clara Northern Renewables Corporation and KEPCO SPC Power Corporation. Your company signed a MOA with PSALM to negotiate for and operate Power Barges 101, 102 and 103, which would further increase our capability to supply more customers in the future. On December 26, 2014, Trans-Asia assumed the 40MW strip of power from the Unified Leyte Geothermal Power Plants, as awarded through a competitive bid won by the Company in November 2013.

Taking advantage of the government’s direction to fully implement Retail Competition and Open Access (RCOA), your Company secured bilateral contracts with eleven (11) Region 8 Electric Cooperatives, Universal Robina Corporation-Continental Milling Corporation (URC-CMC) and Holcim’s Mabini plant in Batangas, totaling around 390 GWh in energy sales.

Our continuing demand and supply agreements with customers and suppliers are testaments of your Company’s unwavering commitment to deliver its services with utmost quality and reliability, coupled with customer-focus and integrity that your Company is known for.

To improve our market trading capabilities, we acquired an advanced trading platform software and developed systems for Electricity Price Forecasting, Plant Outage Monitoring, and a Reserve Market Database. These initiatives are all geared towards mitigating the effects of volatility in the spot market, thereby reducing the risk of unpredictable spot prices on our business model.

Your Company remains optimistic about its investment in the energy sector as its new supply capacities will put the Company on the path to earnings recovery by significantly reducing its reliance on WESM power. The new 2015 capacity will result in a 57% increase in Trans-Asia’s generation portfolio to 440 MW by year end. Beyond 2015, the second 135-MW clean coal-fired power plant of SLTEC will result in a net generation portfolio increase to over 500 MW by 2016. In the coming years, we will develop our supply portfolio in order to serve a larger base of customers, answering the need for more reliable power sources towards industry and economic development of the country.

One Subic Power Generation Corp., which is leasing the 116-MW Diesel Power Plant from SBMA was acquired by TAPGC in May 2014.

CIP II is a 21-MW Bunker-C Fired Power Plant located in Bacnotan, La Union.

TAPGC’s 52-MW plant in Norzagaray, Bulacan serves the power requirements of WESM and the adjacent Holcim Cement Plant.



Wind Energy

In 2014, your company, through its subsidiary Trans-Asia Renewable Energy Corporation (TAREC), achieved significant milestones by completing the 54-megawatt (MW) windfarm in San Lorenzo, Guimaras. Seen as a considerable contributor to the Renewable Energy portfolio in the Visayas Grid, the San Lorenzo Windfarm is the first wind energy project under the Renewable Energy Act of 2008 to have the capacity to consistently deliver its full generation capacity to the grid. Since its officially recognized start of commercial operations in December 27, 2014, the windfarm was able to attain its maximum capacity of 52MW representing 96% of the total installed capacity of 54MW.

One of the first project milestones was the completion of the 2.8-kilometer 138-kilovolt (kV) submarine cable connecting the wind farm to Panay Island on February 25, 2014. The construction of the submarine cable was essential for your Company to be able to deliver maximum generation capacity to the Visayas grid. As soon as the first batch of wind turbines were delivered to the site, TAREC commenced the turbine erection work and was able to install the first wind turbine on July 31, 2014.

“The San Lorenzo Wind farm is the first wind energy project under the Renewable Energy Act of 2008 to have the capacity to deliver its full generation capacity to the grid.”

BUSINESS REVIEW



TAREC’s substation is located in Brgy. Suclaran and is connected to the grid via a 69-kilovolt transmission line.

In 2014, the San Lorenzo Windfarm sold 11,450,990 kWh to the WESM, yielding over PhP 53 million in revenues for two billing periods. The maximum capacity generation attained in 2014 was recorded on December 27 at 52-MW or 96% of the total installed capacity of 54MW.

Supporting the government’s effort to increase sustainable energy through development of Renewable Energy sources, your Company is expected to contribute 120.79 GWh of electricity per annum, which can sustain almost 48,000 households’ yearly electricity needs. The project is also expected to contribute to the global effort of reducing greenhouse gas emission in the atmosphere estimated at 65,000 tons of CO2 per year.

On October 7, 2014, the wind farm started to deliver power to the grid through the commissioning of the first three (3) units of wind turbine generators. It was also on this day that the National Grid Corporation of the Philippines (NGCP) issued a Provisional Authority to TAREC to connect the facility to the grid. On October 15, 2015, the Energy Regulatory Commission (ERC) approved TAREC’s Point-to-Point Connection to the grid for the wind farm, allowing your Company full access to the Visayas Grid, thereby augmenting the power supply much needed by the region.

By the end of October 2014, the project was able to sell its generated power to the WESM, following its registration with the Philippine Electricity Market Corporation (PEMC), the market administrator. Full electromechanical completion of the Windfarm was attained on November 30, 2014.

We are one with the Department of Energy in its pursuit towards self-reliance in energy promoting renewable and clean energy sources. As such, your company continues to maintain eight (8) service contracts with a potential aggregate capacity of 400MW in wind energy. We expect to play a significant role in the development of renewable energy projects, and we look forward to favorable government policies and regulations which will put us at par with global direction towards proactive climate change mitigation in the development of sustainable energy for our country.

48,000HOUSEHOLDS’ YEARLY

ELECTRICITY NEEDS

OF CO2 REDUCED PER ANNUM65,000 tons


OIL AND GAS SITUATIONER 2014

The year 2014 witnessed a substantial drop in the price of crude oil in the world market. The price has fallen by more than 50% since the first half of 2014. Analysts credited the occurrence of the trend to many factors, but mainly to the increased oil production of the United States and the slowdown of demand in China, India and Europe . The country has benefitted from this since it imports around 90% of its oil needs, mostly from the Middle East.

The local oil exploration industry, on the other hand, was given a boost by the Department of Energy when it launched a tender for exploration rights in 11 oil and gas blocks in May 2014 under the 5th Philippine Energy Contracting Round. Of the 11 blocks, ten are offshore acreage located mostly in the West Philippine Sea.

With a positive outlook for the oil and gas industry, your Company decided to list its resource exploration and development arm, Trans-Asia Petroleum, by way of introduction in the Philippine Stock Exchange on August 28, 2014. The listing proved to be a strategic move for the Company to bring focus to its upstream petroleum activities, realize market value for its assets, and gain access to the capital market in order to raise needed funds for future exploration and development projects.

TAPET ACTIVITIESSC 55 (Offshore West Palawan) Palawan55 Exploration & Production Corporation, 69% owned subsidiary of TAPET, holds 6.82% participating interest in SC 55 that is carried free in the cost of drilling of two wells in the block.

Following the withdrawal of BHP Billiton Petroleum (Philippines) Corporation (BHPB) from SC 55, Otto Energy Investments, Ltd. (OEL) re-assumed operatorship. The Department of Energy (DOE) approved the consortium’s request for extension of exploration Sub-Phase 4 from August 5, 2011 to December 23, 2015, as well as a revised work program consisting of the drilling of the Hawkeye prospect.

Preparations are underway for the drilling of the Hawkeye prospect in the third quarter of 2015.

“Your company continues to take a deliberate approach with high prospectivity and sustained optimism, banking on its years of expertise, in the energy resource development of our country. ”

BUSINESS REVIEW


Energy Resource Development


SC 50 (Offshore North Palawan) TAPET signed a Farm-in Agreement with Frontier Energy, Ltd. (FEL) and Frontier Oil Corporation (FOC) on October 16, 2014, providing for TAPET’s acquisition of 10% participating interest in SC 50 from FEL.

The SC 50 contract area hosts the Calauit discovery, a marginal oil field which FEL committed to appraise by drilling two horizontal wells and conducting extended well tests. On September 15, 2014, FEL signed a contract with UMW of Malaysia for use of a jack up rig for drilling the two programmed wells.

SC 6 Block A (Offshore Northwest Palawan)Pitkin Petroleum Plc, the Operator, withdrew from SC 6 Block A effective December 31, 2014. While Pitkin has already completed geological and geophysical work programs in fulfillment of its obligations under the first exploration phase, the remaining partners agreed to pursue the geological evaluation of the block.Upon re-assignment of Pitkin’s 70% participating interest, TAPET’s holdings shall revert from 2.334% to 7.78%

SC 6 Block B (Offshore Northwest Palawan)Geological studies composed of seismic data interpretation and a satellite gravity program, progressed during the year. TAPET has 14.063% participating interest in the block.

SC 51 (Cebu Strait and Northwest Leyte)The Duhat - 2 well was plugged and abandoned in 3Q 2013 when it failed to reach its reservoir objective due to drilling problems. The DOE granted a six-month extension of Sub-Phase 5 to July 31, 2014 to enable the Operator, Otto Energy Investments, Ltd. (OEL), to complete its post-well evaluation of the results of the Duhat - 2 well.

On 28 April 2014, OEL notified the DOE and partners of its withdrawal from SC 51. The remaining Filipino partners opted to continue exploration work in the area, but requested the DOE suspension of the term of Sub-Phase 5 from the date OEL notified the DOE of its withdrawal from SC 51, until the DOE approves the transfer of OEL’s interest to the Filipino partners.

Upon DOE approval of the re-assignment of interests, TAPET’s participating interest will be adjusted from 6.67% to 33.34%.

SC 69 (Camotes Sea)On October 17, 2014, the DOE approved the adjustment of TAPET’s participating interest from 6% to 50% which resulted from the withdrawal of Otto Energy Philippines, Inc. from SC 69.

The DOE extended the term of Sub-Phase 3 to May 7, 2015 to enable the remaining parties to conduct a review of the prospectivity of the contract area.

SC 52 (Cagayan Province) Your Company has an option to acquire 10% participating interest in SC 52 from FOC, which may be exercised after completion of the committed Nassipping - 2 well deepening and testing program. In the event Trans-Asia exercises its option, the intent is to transfer the option interest directly to TAPET.

Due to rig availability constraints, Frontier Oil Corporation (FOC), the Operator, requested the DOE a six-month extension of Sub-Phase 5 to July 8, 2015.

MGI 20MW geothermal power plant is located in Sto. Tomas, Batangas. Phase II expansion for additional 10MW is already underway.

MAIBARARA GEOTHERMAL INC.MGI is currently operating a 20-MW power plant in the Maibarara geothermal field in Santo Tomas, Batangas, which commenced commercial operations in February 2014. Phase 2 expansion of the project which would add another 10 MW to the facility by 2017 is already underway.

MABINI GEOTHERMAL SERVICE CONTRACTYour Company completed a gravity geophysical program over the prospect area in Mabini, Batangas in the fourth quarter of 2014, in fulfilment of its work obligation under its December 2013 Memorandum of Agreement with Basic Energy Corporation. Under said Agreement, Trans-Asia committed to acquire a minimum of 10% up to a maximum of 40% participating interest in the service contract upon completion of the gravity program. Before yearend, Trans-Asia notified Basic of its election to acquire 25% participating interest. The relevant Farm-in Agreement will be signed in early 2015.

HYDROPOWER SERVICE CONTRACTSTrans-Asia was awarded on 10 July 2014 three (3) Hydropower Service Contracts covering certain areas in Pililia Rizal, Ilagan Isabela and Buguias Benguet.A 300 MW pumped storage power plant is envisioned at the Pililia site, a 10MW reservoir - type facility at the Ilagan site, and a 10 MW run-of-river plant at the Buguias site.

The service contracts uniformly provide for a two-year Pre-Development Stage. Upon declaration of commerciality, the term of a contract is extended to 25 years from effective date.

Preliminary map studies and site inspections were conducted over the areas of interest.

SOLAR ENERGY SERVICE CONTRACTYour Company filed with the DOE on 7 November 2014 an application for a solar energy service contract covering a certain area in Guimaras, within the confines of the wind farm of Trans-Asia Renewable Energy Corporation. We believe that the area complements our existing wind site, and could allow us increased diversification within our renewable energy portfolio.

Your company continues to take a deliberate approach with high prospectivity and sustained optimism, banking on its years of expertise, in the energy resource development of our country.

On August 28, 2014, TAPET was listed by way of introduction in the PSE.

30 TRANS-ASIA OIL AND ENERGY DEVELOPMENT CORPORATION 2014 ANNUAL REPORT 3130 TRANS-ASIA OIL AND ENERGY DEVELOPMENT CORPORATION 2014 ANNUAL REPORT 31

EDUCATION

Since 2009, your Company’s flagship CSR program,

Harnessing Energy Literacy for Planet Earth (HELP

Earth), has been strategically partnering with schools,

teachers and students to promote awareness and

consciousness with regard to energy issues in order to

make knowledge-based energy choices.

In 2014, we added seven (7) new partner schools

to our program, with 1 school from Bulacan and 6

new schools from Guimaras, bringing our total to 29

partner schools across the country. Your Company’s

CSR efforts have allowed us to actively engage with

more than 350 faculty members and 9,000 students,

supporting our belief in education as a necessary

tool to instill a foundation of knowledge and values

in our youth.

Corporate Social Responsibility

Your company is of the belief that Corporate Social Responsibility should be promoted as an integral part and strategic function of any responsible corporation. We remain steadfast in our advocacies for three main CSR pillars: Education, Environment and Livelihood, and we have added Community Resiliency as another key focus area.


The program aims to achieve energy literacy

through provision of educational materials, training

programs for teachers, interactive science exhibits,

and establishment of the HELP Earth Savers Clubs.

The activities are all designed to create a learning

environment that cultivates energy conservation and

environmental protection. This year, we launched

our PATHS Projects, Positive Action Through Help

Earth Savers. Bright young members of our HELP

Earth Savers Clubs seized our call to action to create

their own projects with the theme of promoting the

3R’s: Re-duce, Re-use, Re-cycle. Not only were we

impressed by their innovative entries, but the projects

were able to spin off to livelihood opportunities

for the students, their parents, while significantly

cleaning up their surrounding communities.

ENVIRONMENT PROGRAM

Your Company continues to support environmental

conservation and preservation through the efforts of

our Parent Company and subsidiaries. In 2014, Trans-

Asia employees participated in various tree planting

activities, promoting indigenous and native seedlings

for biodiversity preservation. We maintain our own

plant nurseries and actively propagate a 5 hectare

reforestation program in cooperation with the Subic

Bay Metropolitan Authority (SBMA) in Olongapo. This

year we recorded 1,538 seedlings and look forward

to further improving our green handprint and carbon

sequestration efforts.

Aside from our green initiative, your Company also

participated in two coastal clean-up drives, and

waste management initiatives in our partner host

communities. On collaborative success, even our

vendors like PTT and Shell Pilipinas, heeded our

invitation to promote cleanliness, and donated used

fuel drums to be converted into waste receptacles.

Moving forward, we will continue to engage

our stakeholders in order to build on awareness

and capabilities in preserving and promoting

environmental protection and conservation.

As in previous years, your company participated in

the annual Brigada Eskwela, in partnership with the

Department of Education. Your company was able to

help 18 schools by not only providing construction

and repair materials, but more importantly, volunteer

engagement by our officers and employees for our

partner educational institutions.

Through the Juan Matipid Interactive Science exhibits, Trans-Asia is able to strengthen and concretize their education advocacies.

Trans-Asia’s Annual Juan Matipid Artwork Competition yields numerous entries from students across the country.


LIVELIHOOD AND COMMUNITY WELFARE

Your Company takes pride in the sustainability

of its livelihood programs that have become a

source of empowerment by the beneficiaries and

the communities where our facilities are located.

Quirino’s Best, the livelihood program for the mothers

of Bacnotan, La Union, has been successfully running

for two years and has modestly made its way to

become a recognizeable frozen products brand in

their community.

Your Company has embarked on a long-term project

in Guimaras through the presence of our wind farm in

San Lorenzo. From its early stages, we have promoted

community engagement and development as a

keystone. Our roadmap for strengthening tourism and

development takes a multi stakeholder approach, and

is focused on building community resiliency, capacity

building for tourism and livelihood opportunities,

with a proactive mindset for environmentally sound

and sustainable practices to maintain the pristine

island while attracting new visitors and markets.

In 2014, your Company focused on helping to improve

the quality of life in Guimaras by offering training

programs that will prepare the local residents for

the growing tourism industry in their island. Some

programs offered were TESDA skills training, financial

responsibility training and first aid training which, in

total, benefitted more than 200 residents.

In February 2015, your company launched its first

livelihood program with Guimaras State College

(GSC) who is our partner as an Accredited Renewable

Energy Center (AREC) as accorded by the Department

of Energy. GSC trainors brought photographic Silk

Screen Printing to our host beneficiaries, which is

foreseen by the locals as a highly feasible business,

especially with the influx of tourists in their province.

Looking into our own family, we have taken a special

interest in promoting Employee Wellness as a priority

area to inculcate overall work-life balance, employee-

driven volunteer initiatives, as well as to develop

strong leadership potential. At home, we launched

the SIGLA Program for our employees, fondly known

as Special Interest Groups for Life Balance Activities.

We will continue to provide support for our

communities and host beneficiaries as we grow our

business. Your Company’s vision is to effect inclusive

progress for our stakeholders in alignment with

PHINMA’s goal of Making Life Better. The first livelihood project of Trans-Asia in Guimaras focused on silk-screen printed t-shirt design and production.

TAREC signed a MOA with Guimaras State College, as an Accredited Renewable Energy Center (AREC) partner as endorsed by DOE.


In order that no director or small group of directors can dominate the decision making process, the Board is a

combination of executive and non-executive directors.

The Board of Directors held 10 regular and one organizational meetings in 2014. The details of the matters taken

up during the board meetings are included in the Definitive Information Statement sent to the shareholders.

The attendance of the directors in the board meetings is as follows:

2014 Regular ExCom Org Regular Regular Regular Regular Regular Regular Regular Regular Regular

Directors 2/7 3/17 3/24 3/24 4/21 5/27 6/23 7/28 8/18 9/22 11/24 12/15

Oscar J. Hilado, Chairman P P P P P P P P P P P P

Ramon R. del Rosario, Jr. P P P P P P P P P P P P

Dr. Francisco L. Viray P P P P P P P P P P P P

Victor J. del Rosario P P P P P P P P P P P

Dr. Magdaleno B. Albarracin, Jr. P P P P P P P P P P P P

Raymundo O. Feliciano* P P P P P P P P P P P

Roberto M. Laviña P P P P P P P P P P P

Ricardo V. Camua* P P P P P P P P P P P

David L. Balangue* P A A P A P P P P P P

Guillermo D. Luchangco* A A P P P P P P P P P P

Pythagoras L. Brion, Jr. P P P P P P A P P P

* Independent | P: Present | A: Absent

Board Committees

To aid in compliance with the principles of good corporate governance, the Board constitutes committees which

directly report to the Board in accordance with duly approved procedures.

For 2014, the board committees and their members are as follows:

DirectorsBoard Committees

Nomination Compensation Audit Executive

Oscar J. Hilado Member Chairman Member

Dr. Magdaleno B. Albarracin, Jr. Member

Ramon R. del Rosario, Jr. Chairman Member Chairman

Dr. Francisco L. Viray Member

Roberto M. Lavina Member

Victor J. del Rosario Member

Raymundo O. Feliciano* Member

Ricardo V. Camua* Vice Chairman

David L. Balangue* Member Chairman

Guillermo D. Luchangco* Member

* Independent

Corporate GovernanceHIGHLIGHTS

CORPORATE GOVERNANCE

The Board of Directors, officers and employees of

Trans-Asia Oil and Energy Development Corporation

(Trans-Asia) commit themselves to the principles

and best practices embodied in its Manual on

Good Corporate Governance. Trans-Asia believes

that good corporate governance is a necessary

component of what constitutes sound strategic

business management and exerts every effort to

ensure adherence thereto within the organization.

COMPLIANCE OFFICER

The Board of Directors designates a Compliance

Officer who reports to the Chairman of the Board. As

required of publicly-listed companies, the appointment

of a Compliance Officer is properly disclosed to the

Securities and Exchange Commission (SEC).

The Compliance Officer’s duties include monitoring

compliance with the provisions and requirements

of the Revised Code of Corporate Governance,

identifying compliance risks, determining violations,

and recommending appropriate disciplinary action,

if necessary.

Annual Corporate Governance Report

On July 2, 2014, as required by the SEC under SEC

MC No. 12, Series of 2014, the Compliance Officer

submitted to the SEC the Consolidated Changes in

the ACGR for the Calendar Year 2013. Updates and

changes to the ACGR for 2014 were subsequently

submitted to the SEC on July 8, 2014, August 27,

2014 and November 24, 2014. The Consolidated

Changes in the ACGR for the Calendar Year 2014

was submitted to the SEC on January 5, 2015. As

of December 31, 2014, the Company complied with

the principles and best practices contained in the

Manual on Good Corporate Governance. There

were no sanctions imposed on any director, officer

or employee for non-compliance of the Manual.

Compliance Report

As required by the Philippine Stock Exchange, the

Compliance Officer submitted on March 31, 2014 the

Corporate Governance Guidelines Disclosure Survey

Report for the year 2013. For the said year under

review, the Company is compliant with all guidelines

of the report.

For the year 2014, the report is due on March 31, 2015.

BOARD OF DIRECTORS

Composition

The Board of Directors consists of 11 members,

nominated in accordance with the By-Laws of the

Company. In compliance with the requirement of the

SEC for publicly-listed corporations, Trans-Asia’s Board

of Directors includes four (4) independent directors.

The independent directors are not officers or

substantial shareholders of the Company and have no

relationship with the Company that may hinder their

independence from the Company or management or

would interfere with their exercise of independent

judgment in carrying out their responsibilities.


Nomination Committee

The Nomination Committee is composed of three (3)

directors, one of whom is an independent director.

The Nomination Committee pre-screens and shortlists

all candidates nominated to become members of the

Board of Directors in accordance with the qualification

and disqualification guidelines as specified in the

Company’s Manual on Corporate Governance.

On March 24, 2014, the Nomination Committee, after

a review of the qualifications of the candidates on

February 7, 2014, submitted to the Board of Directors

the list of qualified nominees.

Compensation Committee

The Compensation Committee is composed of

three (3) directors, one of whom is an independent

director. The duties and responsibilities of this

committee include establishing policies on executive

remuneration, ensuring that the compensation is

consistent with the Company’s culture, strategy and

control environment, and strengthening policies

on conflict of interest, salaries and benefits and

compliance with statutory requirements.

There was no Compensation Committee meeting held

in 2014 and none was required.

Audit Committee

The Audit Committee is composed of four (4)

members of the Board, two (2) of whom are

independent directors. The Audit Committee is

responsible for checking all financial reports against

its compliance with both the internal financial

management systems and pertinent accounting

standards, including regulatory requirements. The

Committee ensures that the Company’s controls are

functioning effectively and efficiently. The Committee

likewise performs oversight financial management

functions, specifically in the areas of crisis

management of credit, market, liquidity, operations

and legal risks.

In 2014, the Audit Committee held four (4)

meetings and reviewed the audited financial

statements for 2013 and the interim statements

for the financial quarters ending March 31, June 30

and September 30, 2014.

On February 18, 2015, the Committee endorsed

to the Board of Directors the nomination of Sycip,

Gorres, Velayo and Company (SGV & Co.) as the

external auditor for 2015.

The attendance of the Audit Committee members in

the Audit Committee meetings is as follows:

Director2014 Audit Committee Meetings

6-Feb 16-Apr 24-Jul 21-Oct

David L. Balangue* P P P P

Ricardo V. Camua* P P P P

Victor J. del Rosario P P P P

Roberto M. Lavina A P P P

* Independent | P: Present | A: Absent

EXTERNAL AUDITOR

The External Auditor contributes to the

enforcement of good corporate governance

through independent examination of the financial

records and reports of the Company.

On March 24, 2014, the stockholders, upon

recommendation of the Audit Committee and the

endorsement by the Board of Directors, approved

the appointment of SGV & Co. as Trans-Asia’s

external auditor.

The Company has complied with SRC Rule 68,

paragraph 3(b)(ix) requiring the rotation of external

auditors or signing partners every five (5) years of

engagement and the mandatory two-year cooling-

off period for the re-engagement of the same signing

partner or individual auditor. The engagement partner

who conducted the audit for the Calendar Year 2014

is Ms. Marydith C. Miguel, an SEC accredited auditing

partner of SGV. This is Ms. Miguel’s second year as

engagement partner for the Company.

Following are the fees for professional services

rendered by SGV & Co. for the past 3 years:

Year Audit Fees (Php)

2014 1,200,000.002013 1,200,000.00 2012 1,000,000.00

INTERNAL AUDIT

The Internal Audit group of the Company provides

the Board, senior management and stockholders

with reasonable assurance that its key organizational

and procedural controls are effective, appropriate

and faithfully complied with. For the year 2014, the

Internal Audit Group found the Company’s internal

control system adequate and effective as contained in

the Audit Committee Report for 2014.

“Trans-Asia believes that good corporate governance is a necessary component of what constitutes sound strategic business management and exerts every effort to ensure adherence thereto within the organization.”

DISCLOSURE AND TRANSPARENCY

In addition to submitting annual and quarterly

financial information and other statutory

requirements, the Company promptly discloses to

the SEC and the PSE all material information such

as key results of operations, execution of contracts,

declaration of dividends and investments, among

others. Such disclosures are promptly uploaded

at the Company’s website for the benefit of the

investing public.

CODE OF BUSINESS CONDUCT

Under the Integrity Assurance Program of the

Company is the Code of Business Conduct for officers

and employees. This contains policies on professional

decorum, conflict of interest, gifts and gratuities,

sexual harassment, anti-fraud, and whistle-blowing and

non-retaliation, including penalties for violation.

The program wants to convey with resolve its

steadfast commitment to integrity, institutionalize

policies and processes that foster and sustain an

ethical business environment and comply with

relevant regulatory requirements on transparency,

good governance and ethical business practices.


Boardof Directors

OSCAR J. HILADOChairman

RAMON R. DEL ROSARIO, JR.Vice Chairman

FRANCISCO L. VIRAY, PH.D.President and Chief Executive Officer

ROBERTO M. LAVIÑASenior Executive Vice President & Treasurer

MAGDALENO B. ALBARRACIN JR.Director


42 TRANS-ASIA OIL AND ENERGY DEVELOPMENT CORPORATION 2014 ANNUAL REPORT 4342 TRANS-ASIA OIL AND ENERGY DEVELOPMENT CORPORATION 2014 ANNUAL REPORT 43

VICTOR J. DEL ROSARIODirector

RAYMUNDO O. FELICIANOIndependent Director

RICARDO V. CAMUAIndependent Director

GUILLERMO D. LUCHANGCOIndependent Director

DAVID L. BALANGUEIndependent Director


ManagementCommittee

FRANCISCO L. VIRAY, PH.D.President & Chief Executive Officer

ROBERTO M. LAVIÑASenior Executive Vice President & Treasurer

OSCAR J. HILADOChairman

RAMON R. DEL ROSARIO, JR.Vice Chairman

JUAN J. DIAZCorporate Secretary


RIZALINO G. SANTOSSenior Vice PresidentPower Business

RAYMUNDO A. REYES JR.Senior Vice PresidentEnergy Resources Development

DANILO L. PANESAssistant Vice President Renewable Energy

VIRGILIO R. FRANCISCO, JR.Senior Vice President

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ALAN T. ASCALONAssistant Vice PresidentAssistant Corporate Secretary

MARIEJO PRADO-BAUTISTAVice President Controller

CECILLE B. ARENILLOVice President Compliance Officer

PYTHAGORAS L. BRION, JRSenior Vice-President and CFO

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The TRANS-ASIA 2014 Annual Report cover is printed on FSC-certified Mohawk Options, which is made with 100% post-consumer waste. 100% of the electricity used to manufacture the paper is offset with Renewable Energy Certificates (RECs) from nonpolluting wind power projects.

The inside pages of this report are printed on woodfree paper produced with pulps from PEFC certified (Programme for the Endorsement of Forest Certication) sourced from sustainably-managed forest.

INVESTOR RELATIONS [email protected]

CORPORATE AFFAIRS [email protected]

MATERIALS MANAGEMENT [email protected]

ELECTRICITY SUPPLY & MARKETING [email protected]

CORPORATE SOCIAL RESPONSIBILITY [email protected]

ContactInformation

ShareholderInformation

TRANS-ASIA OIL AND ENERGY DEVELOPMENT CORPORATION11th Floor, PHINMA Plaza39 Plaza DriveRockwell Center, Makati CityTelephone: +632 870-0100Fax: +632 870-0448Website: www.transasia-energy.com

Concept & Design | Mom&Pop Media Consultants Portrait & Operations Photography | Erik Liongoren

INVESTOR RELATIONSGiles R. KatigbakTel.: (+632) 8700130Fax: (+632) 870 0456Email: [email protected]

TRANSFER AGENTStock Transfer Services, Inc.34th Floor, Unit D, Rufino Pacific Tower6784 Ayala Avenue, Makati CityTel.: (+632) 403-2410Email: [email protected]

EXTERNAL AUDITORSSyCip Gorres Velayo & Co.

TRANS-ASIA OIL AND ENERGY DEVELOPMENT CORPORATION11th Floor, PHINMA Plaza39 Plaza DriveRockwell Center, Makati CityWebsite: www.transasia-energy.com

2014 annual report - trans-asia oil and energy development

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