Management, together with the following Board Committees, support the Board in discharging its responsibilities. The Board of Directors has constituted an Executive Committee, an Audit and Related Party Transactions Committee, a Corporate Governance Committee, a Board Risk Oversight Committee, a Nominations and Remuneration Committee.
The Executive Committee is composed of at least three (3) directors. Said committee may act, by majority of vote of all its members, on such specific matters within the competence of the board, as may be delegated to it in the bylaws or by majority vote of the board, except with respect to the: (a) approval of any action for which shareholders’ approval is also required; (b) filing of vacancies in the board; (c) amendment or repeal of bylaws or the adoption of new bylaws; (d) amendment or term is not amendable or repealable; and (e) distribution of cash dividends to the shareholders.
The Executive Committee is chaired by Dennis Anthony H. Uy; with Maria Grace Y. Uy, Amando M. Tetangco, Jr., Jose P. de Jesus, Jesus Romero (non-voting), Miles Tonn Chua (non-voting), Benjamin Rex Emilio Azada (non-voting) and Christine Renee Blabagno (non-voting)
The Audit 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 with Amando M. Tetangco, Jr., and Estela M. Perlas-Bernabe as members.
Related Party Transaction Committee
The Related Party Transactions Committee shall review and evaluate related party transactions so as to enhance corporate transparency and promote fair transactions.
The Related Party Transactions Committee shall consist of at least three appropriately qualified non-executive directors, majority of whom, including the chairman of the Related Party Transactions Committee should be independent non-executive directors. The chairman of the Related Party Transactions Committee should not be the chairman of the Board or of any other committees.
The Related Party Transactions Committee is chaired by Estela M. Perlas-Bernabe with Roman Felipe S. Reyes, and Francisco Ed. Lim as members.
Corporate Governance and Nominations Committee
The Corporate Governance Committee has the duty and responsibility to assist the Board of Directors in the performance of its corporate governance responsibilities, including functions of a nomination committee who shall assist the Board in the performance of the following functions: review the structure, size and composition of the Board; review and evaluate the qualifications of the persons nominated to the Board and to other positions requiring appointment by the Board; assess the effectiveness of the Corporation’s nomination and selection process for the Board and Board Committees.
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 Jose P. de Jesus with Amando M. Tetangco, Jr., Roman Felipe S. Reyes and Francisco Ed. Lim., Estela M. Perlas-Bernabe as members.
Board Risk Oversight Committee
The Board Risk Oversight 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 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 Oversight Committee.
The Board Risk Oversight Committee is chaired by Amando M. Tetangco, Jr. with Roman Felipe S. Reyes., Francisco Ed. Lim and Jose P. de Jesus as members.
The Remuneration Committee is tasked to provide guidance to and assist the Board in developing a compensation philosophy or policy; oversee the development and administration of the Company’s executive compensation programs; establish an effective performance management framework; and assist the Board in the succession planning for Officers and in overseeing the development and implementation of professional development programs for Officers.
The committee is chaired by Francisco Ed. Lim. Members are Dennis Anthony H. Uy, Maria Grace Y. Uy, Jose P. de Jesus, and Estela M. Perlas-Bernabe.