The Board of directors consists of 11 members, nominated in accordance with the By-Laws of the Company. In compliance with the legal requirement of SEC for publicly listed corporations, PHINMA Corporation’s Board of Directors consists of five (5) independent directors. 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.
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.
The Nomination 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.
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.
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:
B O A R D C O M M I T T E E S
|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|