Board Committees
Board Committees and Their Functions
A. Nomination Committee - The Nomination Committee shall have at least three (3) members, one of whom is an independent director. The Nomination Committee shall (1) ensure that the Board of Directors has an appropriate balance of required industry knowledge, expertise, and skills needed to govern the Corporation toward achieving its intended goals and objectives; (ii) review and evaluate all candidates nominated to Officer positions in the Corporation that require Board approval prior to effectivity such appointments or promotions; and (iii) shortlist, assess, and evaluate all candidates nominated to become a member of the Board.
B. The Compensation and Remuneration Committee shall have at least three (3) members, one of whom is an independent director. The Compensation and Remuneration Committee shall:
1. Establish a formal and transparent procedure for developing a policy on remunerations of directors and officers to ensure that their compensation is consistent with the corporation’s culture, strategy, and the business environment in which it operates;
2. From time to time, review and evaluate the standard arrangements pursuant to which the directors and officers are to be compensated for any services provided, including amounts payable for participation in different committees or other special assignments, vis-à-vis the approved compensation policy, and, where necessary, to recommend changes thereon for approval of the Board of Directors;
3. Review, subject to the approval of the Board of Directors, all recommendations for additional compensation in the form of bonuses or options; and
4. Supervise and oversee the Company’s stock option and other compensatory plans.
C. The Audit Committee shall have at least three (3) members, who shall preferably have accounting and finance backgrounds, one of whom shall be an independent director and another with audit experience. The chair of the Audit Committee shall be an independent director. The Audit Committee shall:
1. Assist the Board in the performance of its oversight responsibility for the financial reporting process, system of internal control, audit process, and monitoring of compliance with applicable laws, rules, and regulations;
2. Provide oversight over Management’s activities in managing credit, market, liquidity, operational, legal and other risks of the corporations;
3. Perform oversight functions over the corporation’s external auditors and internal auditors, if any;
4. Review the annual audit plan to ensure its conformity with the objectives of the corporation;
5. Prior to the commencement of the audit, discuss with the external auditor the nature, scope, and expenses of the audit, and, if more than one audit firm is involved, ensure proper coordination in the activity to secure proper coverage and minimize duplications of efforts;
6. Organize an internal audit department, and consider the appointment of an independent internal auditor and the terms and conditions of his/her engagement and removal;
7. Monitor and evaluate the adequacy and effectiveness of the corporation’s internal control system, including financial reporting controls and information technology security;
8. Review the reports submitted by the internal and external auditors;
9. Review financial statements before their submission to the Board;
10. Coordinate, monitor, and facilitate compliance with laws, rules, and regulations;
11. Evaluate and determine the non-audit work, if any, of the external auditor and disallow any non-audit work that will conflict with his duties as external auditor or may pose a threat to his independence;
12. Establish and identify the reporting line of Internal Auditor (if any) to enable him to properly fulfill his duties and responsibilities.
Board Committee Members
A. NOMINATION COMMITTEE
a. Alejo L. Villanueva Jr. (Independent Director) - Chairman
b. Winston S. Co
c. Kendrick Andrew L. Tan
B. COMPENSATION AND REMUNERATION COMMITTEE
a. Alejo L. Villanueva Jr. (Independent Director) - Chairman
b. Andrew L. Tan
c. Winston S. Co
C. AUDIT COMMITTEE
a. Alejo L. Villanueva Jr. (Independent Director) - Chairman
b. Miguel B. Varela (Independent Director)
c. Andrew L. Tan
