BOARD COMMITTEES

To ensure comprehensive supervision of policies under good corporate governance, the Board has formed four committees in aid of the performance of its duties.

Executive Committee

The Board's Executive Committee, which has seven members, meets regularly or may call for special meetings to exercise all duties delegated to it by the Board, except with respect to (1) approval of any action for which shareholders' approval is also required; (2) the filling of vacancies in the Board; (3) the amendment or repeal of By-Laws or the adoption of new By-Laws; (4) the amendment or repeal of any resolution of the Board, which by its express terms is not so amendable or repealable; and (5) a distribution of cash dividend to shareholders.

The Board has the power to change members of the Executive Committee at any time, or to fill vacancies therein. The Chairman of the Executive Committee is Dr. Lucio C. Tan. The other members of the Executive Committee are Harry C. Tan, Michael G. Tan, Lucio K. Tan Jr., Juanita Tan Lee, Florencia G. Tarriela (independent director) and Antonino L. Alindogan Jr. (independent director)

Audit and Risk Management Committee

The Company's Audit and Risk Management Committee is composed of six directors, who have accounting and finance backgrounds. The Chairman of the Audit Committee, Antonino L. Alindogan Jr., is an independent director. The other members of Audit Committee are Lucio K. Tan, Jr., Washington Z. Sycip, Wilfrido E. Sanchez (independent director), Florencia G. Tarriela (independent director), and Juanita Tan Lee. The Committee meets every quarter.

The Committee's duties and responsibilities include, but are not limited to, the following:

  1. Ensure the integrity of the Company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for monitoring risk, financial control, and compliance with the law, rules and regulations;
  2. Consider the independence and objectivity of the External Auditor, including reviewing the range of services provided in the context of all consulting services bought by the Company;
  3. Review the effectiveness of the financial management systems and information technology security including internal control of the entire accounting process from documentation of financial transactions to the preparation, interpretation and analysis of financial reports of Management and the External Auditor;
  4. Monitor the risk environment of the Corporation, inclusive of its subsidiaries, and provide direction for the activities that will mitigate, to an acceptable level, the risks that may adversely affect the Corporation's ability to achieve its goals.
  5. The Committee shall likewise review and pass upon related party transactions before these are elevated to the Board.
Nomination and Compensation Committee

The Company has a Nomination and Compensation Committee composed of six (6) members, which meets at least once a year or whenever necessary. The Chairman of the Nomination and Compensation Committee is Dr. Lucio C. Tan. The other members of the Nomination and Compensation Committee are Harry C. Tan, Michael G. Tan, Lucio K. Tan, Jr., Juanita Tan Lee and Wilfrido E. Sanchez (independent director).

The Nomination and Compensation Committee's duties and responsibilities include, among others, the pre-qualification and short-listing of candidates for election to the Board of Directors, nominating at least two (2) independent directors or such as to constitute at least twenty percent (20%) of the members of the Board; re-nominating directors considering the director's contribution and performance; establishing a formal and transparent procedure for fixing the remuneration packages of individual directors; designating the amount of remuneration, which shall be in a sufficient level to attract and retain directors and officers; and evaluating existing business interests or shareholdings of all incoming officers, that may directly or indirectly conflict with the performance of duties, once hired.

Corporate Governance Committee

The Company has a Corporate Governance Committee composed of five members, two of whom are independent directors. The Chairman is Florencia G. Tarriela one of the Company's four independent directors. The other members of the Committee are Michael G. Tan, Lucio K. Tan, Jr., Antonino L. Alindogan Jr. (Independent Director) and Joseph T. Chua.

The Corporate Governance Committee meets every quarter and is responsible for ensuring the Board's and the Board committees' effectiveness and compliance with good corporate governance principles and guidelines. It periodically reviews performance of the Board and the Company's subsidiaries, including their respective boards and management. The Corporate Governance Committee also evaluates and recommends whether or not a Director is able to and has been adequately carrying out his duties as Director, bearing in mind the Director's contribution and performance.