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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 Committee was formed at the Organizational Meeting dated April 10, 2017 to replace the Nominations Committee and is tasked to assist the Board in the performance of its corporate governance responsibilities, in reviewing all material related party transactions of the company including the functions that were formerly assigned to the Nominations Committee.


Compensation Committee

The Compensation Committee is composed of four (4) directors, one (1) 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 and Risk Oversight Committee

The Audit and Risk Oversight Committee is composed of four (4) members of the Board, one (1) of whom is an independent director who is also the Chairman of the committee. The Committee assists the board of directors of PHINMA Corporation in fulfilling its oversight responsibilities for the financial reporting process, the system of internal controls, the audit process, risk management process, and the Company’s process for monitoring compliance with laws and regulations.

In 2016, the Audit Committee held eight meetings, four of which were on risk management. Overall attendance was 91%. The Committee reviewed the audited financial statements for 2015 and the interim statements for the quarters ending March 31, June 30, and September 30 for the year 2016. The Committee also endorsed to the Board of Directors the nomination of SGV and Co. as the company’s external auditor for 2016. The Committee approved the Internal Audit plan for 2016, reviewed the audit reports, and evaluated Internal Audit’s performance. The Audit Committee reviewed the activities related to the Business Resiliency and Integrity Assurance programs and also performed a self-assessment of the committee’s performance against the approved Audit Committee Charter, in line with the guidelines issued by the Securities and Exchange Commission.

 

Board Committee Members

         The board committee members are as follows:

 

Executive Committee

Oscar J. Hilado

Chairman

Magdaleno B. Albarracin, Jr.

Member

Ramon R. del Rosario, Jr.

Member

Amb. Jose L. Cuisia, Jr.

Member

Guillermo D. Luchangco

Member

 

Audit Committee

Roberto F. de Ocampo

Chairman

Guillermo D. Luchangco

Member

Victor J. del Rosario

Member

 

Risk Oversight Committee

Guillermo D. Luchangco

Chairman

Magdaleno B. Albarracin, Jr.

Member

Roberto F. de Ocampo

Member

 

Corporate Governance and Related Party Transaction Committee

Oscar J. Hilado

Chairman

Ramon R. del Rosario, Jr.

Member

Guillermo D. Luchangco

Member

 

Compensation Committee

Jose L. Cuisia, Jr.

Chairman

Oscar J. Hilado

Member

Ramon R. del Rosario, Jr.

Member

Roberto F. de Ocampo

Member

 

Retirement Committee

Oscar J. Hilado

Chairman

Magdaleno B. Albarracin, Jr.

Member

Victor J. del Rosario

Member

Roberto M. Lavina

Member

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