COVER SHEET PHILIPPINE SEVEN CORPORATION - 7-Eleven

3. Voting trust holder of 5% moreMr. Vicente T. Paterno, Chairman of the Board, holds 18, 839,754 shares or 8% under a Voting TrustAgreement (VTA) for said shares collectively owned by his children namely, Teresa Paterno-Dickinson –3,767,950 shares; Jose Victor P. Paterno – 3,767,951 shares; Paz Pilar Paterno-Benares – 3,767,951 shares;Ma. Cristina P. Paterno – 3,767,951 shares and Ma. Elena P. Paterno – 3,767,951 shares. The VTA isirrevocable in favor of Mr. Paterno for five (5) years from December 22, 2003 to December 21, 2008.Item 12. Certain Relationships and Related TransactionsThe Company has lease and/or sublease agreements with Wenphil Corporation and ProgressiveDevelopment Corporation for commercial spaces in excess of the requirements of the Company for its 7-Eleven stores and supply arrangement for certain products/services carried by the stores with GateDistribution Enterprises Inc. (GATE) and Electronic Commerce Payments Network Inc. (ECPAY).Ms. Diana P. Aguilar, director of the Company, is a director of Wenphil Corporation (holder of Wendy’sPhilippine franchise), GATE and ECPAY. She is also the wife of Mr. Raymund Aguilar, a director of GATE andPresident of ECPAY which is the supplier of physical and electronic phone cards (e-pins) of the Company andthe system provider for e-pins and bills payment. Mr. Jorge L. Araneta, also a director of the Company, is theChairman and President of Progressive Development Corporation (owner of Pizza Hut Philippine franchise).The Company has warehousing and distribution management contract with Convenience DistributionInc. (CDI), its wholly-owned subsidiary. The Chairman of the Board and President of CDI, Mr. Jose VictorPaterno, is the son of Mr. Vicente Paterno, the Chairman of the Board of PSC.The Company, from time to time, makes purchases of equipment from President Chain StoreCorporation (and its subsidiaries/affiliates), which is the parent company of President Chain Store (Labuan)Holding Ltd., holding 56.59% of PSC’s outstanding shares. Certain products are also purchased from Uni-President Corporation, which is the parent company of President Chain Store Corporation.D. COMPLIANCE WITH LEADING PRACTICES ON CORPORATE GOVERNANCE1. Election of independent DirectorsIn April 2002 the Company disclosed to the SEC that it has complied with the requirement to electindependent directors.2. Manual of Corporate GovernanceIn August 2002, the Board of Directors approved the adoption of its Manual of CorporateGovernance.3. Creation of Board Committees: Audit, Nomination and CompensationIn July 2002, the Board has constituted the abovenamed committees and appointed their membersto enable them to organize and perform the functions as provided in the Manual of CorporateGovernance.4. Compliance with the designation of a Compliance Officer5. Corporate Governance Self-Rating FormThe Corporation has submitted to SEC its Corporate Governance Self Rating Form on July 2003.6. In 2004, amendment of the Code of By-Laws of the Corporation to include the procedure for electingindependent directors pursuant to SEC Circular No. 16, Series of 2002, and the revised ImplementingRules and Regulations of the Securities Regulation Code.7. Yearly issuance of Certifications by Compliance OfficerCompliance Officer submits every January of each year to the SEC its certifications on substantialcompliance with leading practices and principles on good corporate governance, and the attendanceat board meetings by the directors.