Board Committees

 

To aid in complying with the principles of good corporate governance, the Board shall establish the necessary specialized Committees with specific responsibilities to assist in the development and implementation of systems and practices that would promote good corporate governance.

 

The Board shall establish the Executive, Audit, Nomination, and Remuneration and Compensation Committees. Depending on foreseen governance requirements and circumstances, the Board may form a new committee or disband a current committee.

Executive Committee

 
Executive Committee Members
 
John L. Gokongwei, Jr. Member-Non-Executive Director
James L. Go Member-Non-Executive Director
Lance Y. Gokongwei Member-Executive Director
Ricardo J. Romulo Member-Executive Director
Antonio L. Go Member-Independent Director
 

The Board of Directors may act by majority vote of its members, in the course of the normal business or businesses of the Company, on such matters within the competence of the Board, except with respect to: 1) Approval of any action for which shareholders’ approval is also required; 2) Filling of vacancies in the Board of Directors; 3) Amendment or repeal of the By-laws, or the adoption of new By-laws of the Company; 4) Amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; 5) Declaration and distribution of cash dividends to shareholders; and 6) Any matter that may be limited by law or by the Board of Directors by the majority vote of its members.

Audit Committee

 
Audit Committee Members
 
Antonio L. Go Chairman-Independent Director
John L. Gokongwei, Jr. Member-Non-Executive Director
James L. Go Member-Non-Executive Director
Lance Y. Gokongwei Member-Executive Director
Frederick D. Go Member-Non-Executive Director
Wee Khoon Oh Member-Independent Director
 

The Audit Committee shall have the following functions:

  1. Assist the Board in the performance of its oversight responsibility for the financial reporting process, system of internal controls, 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 Company. This function may include regular receipt from Management of information on risk exposures and risk management activities.
  3. Perform oversight functions over the Company's Internal and External Auditors. It should ensure that the Internal and External Auditors are given reasonable access to all material records, properties and personnel to enable them to perform their respective audit functions.
  4. Review the Annual Internal Audit Plan to ensure its conformity with the objectives of the Company. The Plan shall include the audit scope, resources and budget necessary to implement it.
  5. Prior to the commencement of the audit, discuss with the External Auditor the nature, scope and expenses of the audit, and ensure proper coordination if more than one audit firm is involved in the activity to secure proper coverage and minimize duplication of efforts.
  6. Ensure the establishment of an Internal Audit Department and the appointment of a Corporate Auditor and the terms and conditions of its engagement and removal.
  7. Monitor and evaluate the adequacy and effectiveness of the Company's internal control system, including financial reporting control and information technology security.
  8. Review the reports submitted by the Internal and External Auditors.
  9. Review the quarterly, half-year and annual financial statements before their submission to the Board, with particular focus on the following:
    • any change/s in accounting policies and practices;
    • major judgmental areas;
    • significant adjustments resulting from the audit;
    • going concern assumptions;
    • compliance with accounting standards; and
    • compliance with tax, legal and regulatory requirements.
  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 review periodically the non-audit fees paid to the External Auditor in relation to their significance to the total annual income of the External Auditor and to the Company's overall consultancy expenses. The Committee shall disallow any non-audit work that will conflict with his duties as an External Auditor or may pose a threat to his independence. If the non-audit work is allowed, this should be disclosed in the Company's Annual Report.
  12. Establish and identify the reporting line of the Corporate Auditor to enable him to properly fulfill his duties and responsibilities. He shall functionally report directly to the Audit Committee.
  13. The Audit Committee shall ensure that, in the performance of the work of the Corporate Auditor, he shall be free from interference by outside parties.

 

Nomination Committee

Nomination Committ​ee Members
 
James L. Go Chairman-Non-Executive Director
John L. Gokongwei, Jr. Member-Non-Executive Director
Lance Y. Gokongwei Member-Executive Director
Frederick D. Go Member-Non-Executive Director
Wee Khoon Oh Member-Independent Director
 

The Nomination Committee shall be responsible for ensuring that the selection of new members of the Board is transparent with the end objective of having the Board increase shareholder value. For this purpose, the Nomination Committee shall:

  1. Pre-screen, evaluate the qualifications and shortlist all candidates nominated to become a Director in accordance with pertinent provisions of the Articles of Incorporation and By Laws of the Company, as well as established guidelines on qualifications and disqualifications.
  2. Recommend guidelines in the selection of nominee/s for Director/s which may include the following based on the perceived needs of the Board at a certain point in time:
    • Nature of the business of the Corporations which he is a Director of
    • Age of the Director nominee
    • Number of directorships/active memberships and officerships in other corporations or organizations
    • Possible conflict of interest
  3. Recommend guidelines in the determination of the optimum number of directorships/ active memberships and officerships in other corporations allowable for Directors. The capacity of Directors to serve with diligence shall not be compromised.
  4. Recommend to the Board regarding the size and composition of the Board in view of long term business plans, and the needed appropriate skills and characteristics of Directors.
  5. Assess the effectiveness of the Board's processes and procedures in the election or replacement of Directors.

 

Remuneration Committee

Remuneration Committee Members
 
John L. Gokongwei, Jr. Member-Non-Executive Director
James L. Go Member-Non-Executive Director
Lance Y. Gokongwei Member-Executive Director
Frederick D. Go Member-Non-Executive Director
Antonio L. Go Member-Independent Director
 

The Remuneration and Compensation Committee recommends for Board approval a formal and transparent policy and system of remuneration and evaluation of the Directors and Management Officers. For this purpose, the Committee shall:

  1. Recommend a formal and transparent procedure for developing a policy on executive remuneration and evaluation and for fixing the remuneration packages of Directors and Management Officers that is consistent with the Company's culture, strategy, and business environment.
  2. Recommend the amount of remuneration, which shall be in a sufficient level to attract and retain Directors and Management Officers who are needed to run the company successfully.
  3. Disallow any Director to decide his remuneration.
  4. Ensure that Full Business Interest Disclosure is part of the pre-employment requirements for all incoming Management Officers, which among others compel all Management Officers to declare under the penalty of perjury all of their existing business interests or shareholdings that may directly or indirectly conflict in their performance of duties once hired.
  5. Review recommendations concerning the existing Human Resources Development Handbook, with the objective of strengthening provisions on conflict of interest, salaries and benefits policies, promotion and career advancement directives and compliance of personnel concerned with all statutory requirements that must be periodically met in their respective posts.
  6. Provide in the Company's Annual Reports, information and proxy statements a clear, concise and understandable disclosure of aggregate compensation of its Executive Officers for the previous fiscal year and the ensuing year as prescribed by the Commission or other regulatory agency.

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