Board Committees and Charters

BOARD COMMITTEES
In order to support the effective performance of the Board’s functions, the Corporation shall establish Board Committees that shall focus on specific board functions to aid in the optimal performance of its roles and responsibilities.

All established committees shall have a Committee Charter that shall outline the respective duties and responsibilities of each Board Committee.

The Company’s Board Committees shall consist of the following: (a) Executive Committee; (b) Nomination & Renumeration Committee; (c) Audit Committee; (d) Corporate Governance Committee, Board Risk Oversight Committee; and (e) Related Party Transactions Committee.

EXECUTIVE COMMITTEE


The Board of Directors hereby constitutes the Executive Committee to assist the Board of Directors in overseeing the day-to-day affairs of the corporation, in accordance with the policies set by the Board of Directors. (Amended By-Laws October 5, 2011, Article V Section I)

Below are the members of Executive Committee for the year 2018-2019:

Edgardo P. Reyes – Chairman

Wilfrido P. Reyes – Member

Manuel G. Arteficio – Member

EXECUTIVE COMMITTEE CHARTER Download

NOMINATION & REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is tasked to install and maintain an evaluation process to ensure that all directors to be nominated to the Board during the annual stockholders’ meeting have all the qualifications and none of the disqualifications stated in the company’s amended By-laws and under existing laws and regulations. It is also tasked with the duty to determine and approve all matters relating to the remuneration and benefits of the Company’s directors and key officers.

Below are the members of Nomination & Remuneration Committee for the year 2018-2019:

Francisco M. Bayot, Jr. – Chairman

Wilfrido P. Reyes – Member

Belen R. Castro – Member

NOMINATION & REMUNERATION COMMITTEE CHARTER Download

AUDIT COMMITTEE
The Audit Committee shall be responsible for overseeing the senior management in establishing and maintaining adequate, effective and efficient internal control framework. It shall ensure that systems and processes are designed to provide assurance in areas including reporting, monitoring compliance with laws, regulations and internal policies, efficiency and effectiveness of operations, and safeguarding of assets. (Revised Manual on Corporate Governance 31 May 2017)

Below are the members of Nomination & Remuneration Committee for the year 2018-2019:

Manuel G. Arteficio – Chairman

Edgardo P. Reyes – Member

Wilfrido P. Reyes – Member

AUDIT COMMITTEE CHARTER Download

 CORPORATE GOVERNANCE COMMITTEE
The Corporate Governance Committee is tasked to assist the Board in the performance of its corporate governance responsibilities. The Corporate Governance Committee is tasked with ensuring compliance with and proper observance of corporate governance principles and practices. (Revised Manual on Corporate Governance 31 May 2017)

Below are the members of the Corporate Governance Committee for the year 2019:

Francisco M. Bayot, Jr. – Chairman

Edgardo P. Reyes – Member

Manuel G. Arteficio – Member

CORPORATE GOVERNANCE COMMITTEE CHARTER Download

BOARD RISK OVERSIGHT COMMITTEE
The Board Risk Oversight Committee shall be responsible for the oversight of the Corporation’s Enterprise Risk Management system to ensure its functionality and effectiveness. The Board Risk Oversight Committee shall assist the Board in ensuring that there is an effective and integrated risk management process in place.

Below are the members of Board Risk Oversight Committee for the year 2019:

Manuel G. Arteficio – Chairman

Edgardo P. Reyes – Member

Francisco M. Bayot, Jr. – Member

BOARD RISK OVERSIGHT COMMITTEE CHARTER Download

RELATED PARTY TRANSACTIONS COMMITTEE
The Related Party Committee shall be tasked with reviewing all material related party transactions (RPT) of the Corporation. It evaluates on an ongoing basis existing relations between and among business and counterparties, ensures that appropriate disclosure is made, and/or information is provided to regulating and supervising authorities relating to the Corporation’s RPT exposures, and policies on conflicts of interest or potential conflicts of interest, ensures that transactions with related parties are subject to a periodic independent review or audit process and oversees the implementation of the system for identifying, monitoring, measuring, controlling, and reporting RPTs, including a periodic review of RPT policies and procedures.

The Committee is accountable to the Board for its performance.

Below are the members of Related Party Transaction Committee for the year 2019:

Manuel G. Arteficio – Chairman

Edgardo P. Reyes – Member

Francisco M. Bayot, Jr. – Member

RELATED PARTY TRANSACTIONS COMMITTEE CHARTER Download