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Board Committees

 The Board of Directors shall form Board Committees to aid in ensuring compliance with the principles of good corporate governance. The members of such Committees shall be appointed by the Board of Directors annually.

The Company's Board has six standing committees:
  All committees have approved charters defining and specifying the scope of their responsibilities.
  1. Executive Committee (ExCom)

    is composed of 6 directors, one of whom is an independent director. The ExCom may act, by majority vote of all its members, on such specific matters within the competence of the Board, as may be delegated to it under the By-Laws, or upon a majority vote of the Board, subject to the limitations provided by the Corporation Code. 

    The following are the members of the ExCom:
     
    Member Designation
    Manuel V. Pangilinan Chairman
    Lance Y. Gokongwei Vice Chairman
    John L. Gokongwei, Jr. Member
    Jose Ma. K. Lim Member
    Artemio V. Panganiban Member(Independent Director)

    In 2015, the Executive Committee accomplished in its meetings:
    • Review of Power Supply Outlook
    • Evaluation of a joint undertaking
    • Investment in a powerplant
See Meetings and Seminars section for the attendance to the ExCom meetings.
 
Executive Committee Charter
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  1. Nomination and Governance Committee (Nom & GovCom)

    This Committee is composed of five directors with an independent director as chairman. The duties and responsibilities of  Nom&Gov as reflected in its charter includes screening qualified nominees for election as directors, assessing the independence of directors, introducing improvements on Board organization and procedures, setting-up of mechanisms for performance evaluation of the Board and Management, and providing programs for continuing education of the Board.
     
    The Nom&Gov undertakes the process of identifying the quality of directors aligned with the company's strategic directions. It reviews and recommends to the Board for the appointment of Directors and members to the Board Committees. The process involves identifying, reviewing and recommending potential candidates to the Board for consideration

    The following are the members of the Nom & GovCom:
     
    Member Designation
    Pedro E. Roxas Chairman (Independent Director)
    Anabelle L. Chua Member
    James L. Go Member
    Lance Y. Gokongwei Member
    Jose Ma. K. Lim Member

    The Nom&Gov Comm had 4 meetings in 2015 to accomplish:
    • Results and Discussion of Board, Board Committees, and President & CEO Performance Assessment
    • Review of Company’s Compliance with SEC Advisory on Recommended Corporate Governance Best Practices
    • Assessment of Meralco Public Ownership Report
    • Screening of Nominees to the Board of Directors
    • PSE Corporate Governance Guidebook
    • ASEAN Corporate Governance Scorecard Results
    • Update of Audit Committee Charter
    • Review of Company’s Compliance with Corporate Governance Blueprint
See Meetings and Seminars section for the attendance to the Nom & GovCom meetings.
 
Nomination and Governance Committee Charter
  1. Audit Committee (AuditCom)​

    The AuditCom consists of 2 independent directors, and 1 member who has over 20 years of experience in the areas of accounting, corporate finance, treasury, financial control and credit risk management and was a Vice President at Citibank, N.A. for 10 years. The AuditCom is chaired by an independent director.

    ​The AuditCom is composed of the following members:

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    Member Designation
    Artemio V. Panganiban Chairman (Independent Director)
    Pedro E. Roxas Member (Independent Director)
    Anabelle L. Chua Member
    James L. Go Member
    Lance Y. Gokongwei Member
    Jose Ma. K. Lim Member

    The AuditCom committee had 8 meetings in 2015 to discuss:
    • Internal Control
      • Obtained management’s assurance on the adequacy and effectiveness of the Company’s internal control system in accordance with the Management Control Policy
      • Evaluated the effectiveness of the internal control system of the Company based on information obtained from the external auditors and the reasonable assurance provided by the internal auditor on the financial and operating controls of the Company
    • Financial Reporting
      • Reviewed the unaudited consolidated quarterly financial statements and the audited consolidated annual financial statements of the Company including management’s significant judgment and estimates in respect of the Company’s financial statements and the management’s representation to the external auditors
      • Recommended to the Board of Directors the approval of the Audited Consolidated Financial Statements of the Company for the year ended December 31, 2014 and their consequent filing with the SEC and other regulatory bodies.
    • Audit Process
      • Assessed the independence, performance and effectiveness of the External Auditors, SGV & Co., CPAs (SGV) taking into consideration the credibility, competence, ability to understand complex related party transactions, and the adequacy of their quality control procedures. Based on this assessment, SGV was re-nominated by the Committee to the Board of Directors as the External Auditors of the Company with the assurance that the lead audit partner complies with Rule 68 of the Securities Regulation Code on the rotation of External Auditors.
      • Held executive sessions with the External Auditors without the presence of management
      • Reviewed the approved audit plan, scope of work and proposed fees of SGV for audit and other related services
      • Reviewed and approved the Annual Internal Audit Plan
      • Discussed and dissected the results of audits reported by the Chief Audit Executive in her quarterly reports to the Committee
      • Monitored the audit recommendations of the Internal Audit and discussed management’s approach on corrective actions
      • Assessed Internal Audit’s performance for the preceding year
    • Compliance
      • Reviewed and assessed management’s process of monitoring compliance with laws and regulations through Internal Audit
      • Obtained updates on the status of compliance as well as the remaining challenges confronting the Company, as they relate to the requirements of the Energy Regulatory Commission (ERC), SEC and other regulators concerned with environment and safety, labor and others.
See Meetings and Seminars section for the attendance to the AuditCom meetings.
 
Audit Committee Charter
  1. Risk Management Committee​

    consists of 2 independent directors to assist the Board in its oversight role on the risk management process. The following activities were accomplished by the Committee:

    • Reviewed management’s top business risks and discussed on going risk treatments
    • Noted management’s short to medium term plans to streamline enterprise risk management integration in the annual strategic planning activities to institutionalize risk management functions at the subsidiaries and to develop a risk reporting dashboard that will facilitate reporting and monitoring of top risks and mitigation plans.
    • Risk Management Strategy on a Subsidiary’s international initiatives
    • The Board of Directors, through the Risk Management Committee, institut es a framework of prudent and effective controls which enables risks to be identified, assessed and managed.
       
​The Risk Management Committee is composed of the following members: 
Member Designation
Jose Ma. K. Lim Chairman
Pedro E. Roxas Member (Independent Director)
Artemio V. Panganiban Member (Independent Director)
James L. Go Member
Lance Y. Gokongwei Member

Risk Management Committee Charter
  1. Remuneration and Leadership Development Committee (Remuneration & LDCom)

    is composed of 4 directors, one of whom is an independent director. The duties and responsibilities of RLD as defined in its charter include assistance to the Board in the development of the Company’s overall performance management, compensation, retirement and leadership development policies and programs based on the Company-approved philosophy and budget.

    RLD had 4 meetings in 2015 to discuss: 

    • Reviewed management’s top business risks and discussed on going risk treatments
    • Long-term Incentive Plan (LTIP)
    • Rank Conferment/Nomination for Key Officers
    • Annual Bonus Plan
    • Succession planning programs
    • Performance evaluation of President & CEO 
       

    Remuneration & LDCom is composed of the following members:
     

    Member Designation
    Manuel V. Pangilinan Chairman
    Lance Y. Gokongwei Member
    Jose Ma. K. Lim Member
    Pedro E. Roxas Member (Independent Director)
See Meetings and Seminars section for the attendance to the Rem&LD meetings.

Remuneration & LDCom Charter
 
  1. Finance Committee (FinCom)

    This Committee is composed of 5 directors, one of whom is an independent director, with the Chief Finance Officer (CFO) as ex-officio member. It reviews the financial operations of the Company and matters regarding major purchase contracts, and acquisition and/or divestment of investments, businesses or ventures.​
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    In its 11 meetings in 2015, its major accomplishments were:
    • Review and Approval of all Service and Supply contracts in excess of Php 50 Million
    • Review of Quarterly and Audited Financial Statements
    • Divestment of Investment in a Subsidiary
    • Creation of Standby Credit Letters
    • Treasury Update
    • Declaration of Final Cash Dividend
    • Renewal of credit lines and bonds
    • Review of Investment Committee Report
       
    The FinCom is composed of the following members:
     
    Member Designation
    Ray C. Espinosa Chairman
    Anabelle L. Chua Member
    James L. Go Member
    John L. Gokongwei, Jr. Member
    Manuel M. Lopez Member
    Pedro E. Roxas Member (Independent Director)
           See Meetings and Seminars section for the attendance to the FinCom meetings.
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Finance Committee Charter