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 five standing committees:
  All committees have approved charters defining and specifying the scope of their responsibilities.
  1. Executive Committee (ExCom)

    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 in the By-Laws or on a majority vote of the Board, subject to the limitations provided by the Corporation Code of the Philippines. 

    The following are the members of the ExCom: 
     
    Member Designation
    Manuel V. Pangilinan Chairman
    Ramon S. Ang Vice Chairman
    Manuel M. Lopez Member
    Artemio V. Panganiban Member(Independent Director)
    Lance Y. Gokongwei Member

    In 2013, the Executive Committee accomplished in its 4 meetings: 
     
    1. evaluation of major acquisitions of the Company;

    2. review of financing structure for capital expenditure projects;

    3. evaluation of a bank capital re-financing proposal and

    4. updates on acquisition of an overseas infrastructure and energy company.

    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)

    Responsible for 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 following are the members of the Nom & GovCom: 
     
    Member Designation
    Pedro E. Roxas Chairman (Independent Director)
    Estelito P. Mendoza Vice Chairman
    Ray C. Espinosa Member
    Jose Ma. K. Lim Member
    James L. Go Member

    The Nom & Gov Com had 4 meetings in 2013 to accomplish: 
     
    1. screening and selection of the nominees for election as members of the Board as provided by the rules on nomination of candidates;

    2. approval of the Company’s Annual Corporate Governance Report (ACGR) for submission to the SEC;

    3. validation of proxies for 2013 AGM;

    4. review of the charter of the different board committees;

    5. conduct of the Board and Board Committee Performance Self-assessment and evaluation of its results;

    6. facilitated the conduct of annual corporate governance enhancement and continuing education programs for the Board and Senior Management; and

    7. facilitation of directors’ resignation, nomination and election.

    See Meetings and Seminars section for the attendance to the Nom & GovCom meetings. 

    Nomination and Governance Committee Charter
  2. Audit and Risk Management Committee (AuditCom)​

    It assists the Board in its oversight responsibility in the financial reporting process, system of risk management and internal control, audit process, and monitoring compliance with applicable laws, rules and regulations. 

    ​The AuditCom is composed of the following members: 
     
    Member Designation
    Artemio V. Panganiban Chairman (Independent Director)
    James L. Go Vice Chairman
    Jose Ma. K. Lim Member
    Lance Y. Gokongwei Member
    Pedro E. Roxas Member (Independent Director)
    Anabelle L. Chua Non-Director

    The committee had 9 meetings in 2013 to conduct: 
     
    1. review of the Company’s consolidated audited annual and quarterly financial statements ensuring that no revisions are necessary for reasons other than mandated changes in accounting practices;

    2. review of the external auditor’s report on the audit results;

    3. review of risk management structure, systems and processes and activities;

    4. briefing on fraud prevention and detection (whistleblower program);

    5. executive session with the external auditor;

    6. review of internal audit performance, audit plan and status report;

    7. review of compliance with relevant legal requirements;

    8. assessment of the Company’s bond offering;

    9. approval of external quality assessment review for the internal audit activity;

    10. evaluate AuditCom Performance Self-assessment results; and

    11. evaluation of AuditCom activities and programs for disclosure to the SEC through the ACGR.

    See Meetings and Seminars section for the attendance to the AuditCom meetings. 

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

    Remuneration and LDCom, formerly Compensation and Benefits Committee, assists the Board in the development of the Company’s overall compensation and retirement policies and programs based on the Board approved philosophy and budget. 

    Remuneration & LDCom is composed of the following members: 
     
    Member Designation
    Manuel V. Pangilinan Chairman
    Lance Y. Gokongwei Vice Chairman
    Jose Ma. K. Lim Member
    Pedro E. Roxas Member (Independent Director)

    Rem&LDCom had 5 meetings in 2013 to discuss: 
     
    1. results and corresponding merit increase for employee performance in the immediately past year 2012;

    2. proposals for annual incentive plans;

    3. status of the first cycle of employees’ Long-Term Incentive Plan;

    4. study of Board remuneration;

    5. conduct of the 2012 performance evaluation of the President and CEO;

    6. talent management and succession planning; and

    7. review and confirmation of officers’ appointment.

    Remuneration & LDCom Charter
     
    Advisers/Consultants to Advisers/Consultants to Remuneration and Leadership Development Committee 

    Towers Watson is a leading human resources consulting firm which provides professional services that helps organizations improve performance through effective people management. At present, it offers solutions to the Company in the areas of employee engagement and compensation and benefits management. 

    See Meetings and Seminars for the attendance to the Remuneration & LDCom meetings.

  4. Finance Committee (FinCom)

    It reviews the financial operations of the Company and matters regarding acquisition of or investments in companies, businesses or projects. 

    The FinCom is composed of the following members: 
     
    Member Designation
    Ray C. Espinosa Chairman
    Manuel M. Lopez Member
    James L. Go Member
    Pedro E. Roxas Member (Independent Director)
    Ferdinand K. Constantino Non-Director
    Anabelle L. Chua Non-Director

    In its 12 meetings in 2013, its major accomplishments are: 
     
    1. review and recommending approval of the medium-term financial plans;

    2. endorsement of cash dividend declarations for shares;

    3. review of quarterly cash projections and finance operations reports;

    4. review of proposals for new debts and refinancing of existing obligations;

    5. review of joint ventures, investment and acquisition plans;

    6. review and recommendation of equity infusion or capital restructuring of subsidiaries;

    7. review of major purchase contracts and special purpose vehicles;

    8. endorsement of the disposal of a Company property no longer necessary to operations;

    9. resolutions for tax credit claims; and

    10. review and recommending approval of bond offering, bank accreditation and signing authorities.

    See Meetings and Seminars section for the attendance to the FinCom meetings. 

    Finance Committee Charter