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CORPORATE GOVERNANCE
Board Committees and Charters

The Board

The Board of directors consists of 11 members, nominated in accordance with the By-Laws of the Company. The Board shall have at least two (2) independent directors, or such number that constitutes twenty percent (20%) of the members of the Board, whichever is
lesser, but in no case less than two (2). The independent directors hold no interest or have no relationship with the corporation that may hinder their independence from the corporation or management or would interfere with the exercise of independent judgment in carrying out their responsibilities.

Each year, the Board of Directors holds at least four (4) regular meetings and one (1) organizational meeting. The details of the matters taken up during the Board meetings are detailed in the Definitive Information Statement sent to shareholders.


Board Committees

To assist it in discharging its duties and responsibilities, the Board constitutes committees which directly report to the Board in accordance with duly approved procedures.


Corporate Governance and Related Party Transaction Committee

The Corporate Governance and Related Party Transaction Committee is composed of three (3) directors, one of whom is an independent director. The Nomination Committee pre-screens and shortlists all candidates nominated to become members of the board of directors, taking into account factors such as age, number of directorships/active memberships and officerships in other corporations, experience from other boards, knowledge of the industry of the Corporation, knowledge of finance and accounting, and contacts of value to the Corporation.


Compensation Committee

The Compensation Committee is composed of four (4) directors, one of whom is an independent director. The duties and responsibilities of this committee include establishing policies on executive remuneration, ensuring that the compensation is consistent with the corporation’s culture, strategy and control environment, and strengthening policies on conflict of interest, salaries and benefits and compliance with statutory requirements.


Audit Committee

The Audit Committee is composed of five (5) members of the Board, two of whom are independent directors. The audit committee is responsible for checking all financial reports for compliance with both internal financial management systems and pertinent accounting standards and regulatory requirements. The Committee ensures that the company’s controls are functioning effectively and efficiently. The Committee likewise performs oversight financial management functions, specifically in the areas of crisis management and management of credit, market, liquidity, operations, and legal risks.

Each year, the Audit Committee holds at least four regular meetings to review the interim statements for the quarters ending March 31, June 30, and September 30 and the audited financial statements for the year. The Committee likewise endorses to the Board of Directors the nomination of the external auditor and reviews and approves the Internal Audit plan for the year.

Board Committee Members

         The board committee members are as follows:

DIRECTORS

 

   B O A R D    C O M M I T T E E S

EXCOM NOMINATION COMPENSATION AUDIT
 OSCAR J. HILADO Chairman Chairman Member  
 MAGDALENO B. ALBARRACIN, JR. Member     Member
 RAMON R. DEL ROSARIO, JR. Member Member Member  
 JOSE L. CUISIA, JR. Member   Chairman  
 VICTOR J. DEL ROSARIO       Member
 ROBERTO M. LAVIÑA        
 ROBERTO F. DE OCAMPO     Member Chairman
 FILOMENO G. FRANCISCO       Vice-Chairman
 GUILLERMO D. LUCHANGCO Member Member    

 

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