CORPORATE GOVERNANCE


The Company remains focused on ensuring the adoption of systems and practices of good corporate governance in enhancing value for its shareholders. In compliance with the initiative of the Securities and Exchange Commission under Memorandum Circular No. 2, Series of 2002, a Manual of Corporate Governance was approved by the Board of Directors in February 2012.

The Audit Committee is composed of three members, at least one of whom must be an independent director, and is tasked to oversee and review financial and accounting matters.

The Nomination Committee is composed of three members, at least one of whom must be an independent director, and is responsible for the selection and evaluation of qualifications of directors and officers.

The Compensation and Remuneration Committee is composed of three members, at least one of whom must be an independent director, and determines an appropriate remuneration system for directors and officers.

The Risk Management Committee is composed of three members, at least one of whom must be an independent director, and oversees the management of the Company’s risk policy and activities.

The Company’s By-laws require it to have two independent directors in its Board of Directors while the Manual requires that there must be at least one independent director voting in the Audit Committee, Nomination Committee, and Compensation and Remuneration Committee. To date, the Company has elected two independent directors, Miguel B. Varela and Alejo L. Villanueva, Jr..

To measure the level of compliance with its Manual of Corporate Governance, the Company has established an evaluation system consisting of a self-rating assessment and performance system by management and submission of certifications on the Company’s compliance with the provisions of the Manual. Furthermore, to ensure adherence to the adopted leading practices on good corporate governance, the Company has designated a Compliance Officer reporting directly to the Chairman of the Board.

There are no material deviations to date from the Corporation’s Manual of Corporate Governance. The Board has no immediate plans to adopt new policies for corporate governance.


Corporate Governance Guidelines