Management, together with the following Board Committees, support the Board in discharging its responsibilities. Pursuant to our By-laws, the Board of Directors shall constitute an Audit Committee, a Corporate Governance Committee, a Related Parties Transactions and Board Risk Oversight Committee, a Remuneration and Nomination Committee, and such other committees mandated by applicable regulations.
The Executive Committee shall have and may exercise the powers of the Board in the management of the business and affairs of the Company when the Board is not in session, except with respect to: (a) approval of any action for which stockholders’ approval is also required; (b) the filling of vacancies in the Board; (c) the amendment or repeal of the Company’s By-Laws or the adoption of new By-Laws; (d) the amendment or repeal of any resolution of the Board which by its express terms is not capable of being amended or repealed; (e) a distribution of dividends to the stockholders; and (f) such other matters as may be specifically excluded or limited by the Board.
The following are the members of the Executive Committee: Dennis Anthony H. Uy, Maria Grace Y. Uy, Saurabh N. Agarwal, Jesus Romero, Miles Tonn Chua, Benjamin Rex Emilio Azada and Mary Joy Corpuz.
The Audit Committee shall enhance the Board’s oversight capability over the Company’s financial reporting, internal control system, internal and external audit processes, and compliance with applicable laws and regulations.
The Audit Committee shall consist of at least three appropriately qualified non-executive directors, majority of whom, including the chairman of the Audit Committee should be independent non-executive directors. All of the members of the committee must have relevant background, knowledge, skills, and/or experience in the areas of accounting, auditing and finance. The chairman of the Audit Committee should not be the chairman of the Board or of any other committees.
The Audit Committee is chaired by Roman Felipe S. Reyes and with Jose Pamintuan de Jesus, Amando M. Tetangco, Jr., Maria Grace Y. Uy and Saurabh N. Agarwal as members.
Corporate Governance Committee
The Corporate Governance Committee has the duty and responsibility to assist the Board of Directors in the performance of its corporate governance responsibilities. It shall be composed of at least three members, all of whom should be independent non-executive directors, including the chairman of the Corporate Governance Committee.
The Corporate Governance Committee is chaired by Amando M. Tetangco, Jr. and with Roman Felipe S. Reyes and Jose Pamintuan de Jesus as members.
Board Risk and Related Parties Transactions Committee
The Board Risk and Related Parties Transactions Committee shall be responsible for reviewing the adequacy and effectiveness of our risk management function, including its market compliance function, risk management policies and systems, insurance, review and monitor risk events. It also reviews and evaluates related party transactions so as to enhance corporate transparency and promote fair transactions. It shall be composed of at least three non-executive directors, two of whom are independent non-executive directors, including the chairman of the Board Risk and Related Parties Transactions Committee.
The Board Risk and Related Parties Transactions committee is chaired by Amando M. Tetangco, Jr. with Roman Felipe S. Reyes and Saurabh N. Agarwal as members.
Nominations and Remuneration Committee
The functions of the Nominations and Remuneration Committee include (i) reviewing the structure, size and composition of the Board; (ii) review and evaluate the qualifications of the persons nominated to the Board and to other positions requiring appointment by the Board; (iii) reviewing succession plans for the Board; and (iv) making recommendations to the Board on the Company’s policy and structure for all remuneration of the Directors and senior management.
The committee is chaired by Dennis Anthony H. Uy and with Roman Felipe S. Reyes and Saurabh N. Agarwal as members.