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:
The Nom&Gov Comm had 4 meetings in 2014 to accomplish:
- screening and selection of the nominees for election as members of the Board as provided by the rules on nomination of candidates;
- approval of the Company’s Annual Corporate Governance Report (ACGR) for submission to the SEC;
- validation of proxies for 2014 AGM;
- review of the charter of the different board committees;
- conduct of the Board and Board Committee Performance Self-assessment and evaluation of its results;
- conduct of annual corporate governance enhancement and continuing education programs for the Board and Senior Management; and
- facilitation of directors’ resignation, nomination and election.
Nomination and Governance Committee Charter
Audit 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:
The committee had 9 meetings in 2014 to:
- review of the unaudited Consolidated Quarterly Financial Statements and the Audited Consolidated Annual Financial Statements of the Company including Management’s significant judgments and estimates in respect of the Company’s financial statements and the management’s representation to the External Auditors
- review of the External Auditor’s report on the audit results
- review of Management’s representation letter to the External Auditors
- review of the Implementing Rules and Regulations (IRR) of the Related Party Transaction Policy of the Company
- review of the composition, activities and accomplishments of the Audit Committees of the subsidiaries
- review Management’s assurance on the adequacy and effectiveness of the Company’s internal control system
- evaluate 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
- assess the independence, performance, and effectiveness of the External Auditors
- review and approve the audit plan, cope of work, and proposed fees of the external auditors
- review of the management letters issued by the External Auditors
- hold executive session with the External Auditors without the presence of Management
- review and approve the Audit Plan and related key performance indicators of Internal Audit
- discuss and dissect the results of audits reported by the Chief Audit Executive in her quarterly status reports to the Committee
- review and discuss the Annual Reports of performance of the Internal Audit unit
- monitor the audit recommendations of Internal Audit and discuss Management’s appropriate corrective actions
- assess Internal Audit’s performance for the preceding year
- review and assess Management’s processes of monitoring compliance with laws and regulations
- review the Internal Audit report on the Company’s process in communicating the Codes of Conduct to the personnel and management and the related compliance monitoring for these codes
- obtain updates on the status of regulatory compliance as well as the remaining challenges confronting the Company, as they relate to the requirements of the various regulatory bodies
Risk Management Committeeit assists the Board in its oversight responsibility in the system of risk management and to accomplish the objectives: to elevate risk oversight to the highest level in the company; to strengthen the quality of risk management; to inculcate a risk culture and risk management environment to mitigate and manage risks effectively across the organization; to establish a platform for continuous assessment of risks in light of the changing internal and external environments; to improve communication among the board, management, and other stakeholders about risk management; and to demonstrate to internal and external stakeholders the company’s commitment to risk management.
The Risk Management Committee is composed of the following members:
The committee had 9 meetings in 2014 to conduct review of management’s top business risks and discussed ongoing risk treatments and to note 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 to the Committee.
Risk Management Committee Charter
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:
Rem&LD had 5 meetings in 2014 to discuss:
- results and corresponding merit increase for employee performance in the immediately past year 2013;
- proposals for annual incentive plans
- status of the first cycle of employees’ Long-Term Incentive Plan;
- study of Board remuneration;
- conduct of the 2012 performance evaluation of the President and CEO;
- talent management and succession planning; and
- review and confirmation of officers’ appointment.
Advisers/Consultants to Remuneration and Leadership Development CommitteeTowers 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 section for the attendance to the FinCom meetings.
Remuneration & LDCom Charter
See Meetings and Seminars section for the attendance to the FinCom meetings.
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:
In its 12 meetings in 2014, its major accomplishments are:
- review and recommending approval of the medium-term financial plans;
- endorsement of cash dividend declarations for shares;
- review of quarterly cash projections and finance operations reports;
- review of proposals for new debts and refinancing of existing obligations;
- review of joint ventures, investment and acquisition plans;
- review and recommendation of equity infusion or capital restructuring of subsidiaries;
- review of major purchase contracts and special purpose vehicles;
- endorsement of the disposal of a Company property no longer necessary to operations;
- resolutions for tax credit claims; and
- review and recommending approval of bond offering, bank accreditation and signing authorities.
Finance Committee Charter