Board of Committees

Executive Committee

The Board of Directors shall constitute an Executive Committee which shall be composed of not less than three (3) members of the Board of Directors to be appointed by the Board. The Executive Committee shall act by majority vote of all its members on matters within the competence of the Board of Directors, except with respect to the : approval of any action for which shareholders’ approval is also required; filing of vacancies in the Board; amendment or repeal of By-Laws or the adoption of new By-Laws; amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable; and, distribution of cash dividends to shareholders.

Executive Committee Members

  • – Andrew L. Tan – Chairman
  • – Kingson U. Sian
  • – Gerardo C. Garcia (Independent Director)

 

Audit Committee

The Company’s Audit Committee is responsible for ensuring that all financial reports comply with internal financial management and accounting standards, performing oversight financial management functions, pre-approving all audit plans, scope and frequency and performing direct interface functions with internal and external auditors. This Committee has three members, two of whom are independent directors. An independent director serves as the head of the committee.

Audit Committee Members

  • – Gerardo C. Garcia (Independent Director) – Chairman
  • – Jesus B. Varela (Independent Director)
  • – Andrew L. Tan

 

Compensation and Remuneration Committee

The Company’s Compensation and Remuneration Committee is responsible for establishing a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of corporate officers and directors, as well as providing oversight over remuneration of senior management and other key personnel ensuring that compensation is consistent with the Company’s culture, strategy and control environment. This Committee consists of three members, including at least one independent director.

Compensation and Remuneration Committee Members

  • – Kingson U. Sian – Chairman
  • – Jesus B. Varela (Independent Director)
  • – Gerardo C. Garcia (Independent Director)

 

Nomination Committee

The Company’s Nomination Committee pre-screens and shortlists all candidates nominated to become a member of the Board of Directors in accordance with qualifications prescribed by law and the Company’s Manual of Corporate Governance. This Committee has three voting members, including at least one independent director.

Nomination Committee Members

  • – Enrique Santos L. Sy – Chairman
  • – Gerardo C. Garcia (Independent Director)
  • – Kingson U. Sian