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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)

    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
    Lance Y. Gokongwei Vice Chairman
    John L. Gokongwei, Jr. Member
    Artemio V. Panganiban Member(Independent Director)
    Jose Ma. K. Lim Member

    In 2014, 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)
    Lance Y. Gokongwei Member
    Napoleon L. Nazareno Member
    Jose Ma. K. Lim Member
    James L. Go Member

    The Nom&Gov Comm had 4 meetings in 2014 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 2014 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. 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
  1. 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:

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    Member Designation
    Artemio V. Panganiban Chairman (Independent Director)
    James L. Go Member
    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 2014 to:
    1. 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
    2. review of the External Auditor’s report on the audit results
    3. review of Management’s representation letter to the External Auditors
    4. review of the Implementing Rules and Regulations (IRR) of the Related Party Transaction Policy of the Company
    5. review of the composition, activities and accomplishments of the Audit Committees of the subsidiaries
    6. review Management’s assurance on the adequacy and effectiveness of the Company’s internal control system
    7. 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
    8. assess the independence, performance, and effectiveness of the External Auditors
    9. review and approve the audit plan, cope of work, and proposed fees of the external auditors
    10. review of the management letters issued by the External Auditors
    11. hold executive session with the External Auditors without the presence of Management
    12. review and approve the Audit Plan and related key performance indicators of Internal Audit
    13. discuss and dissect the results of audits reported by the Chief Audit Executive in her quarterly status reports to the Committee
    14. review and discuss the Annual Reports of performance of the Internal Audit unit
    15. monitor the audit recommendations of Internal Audit and discuss Management’s appropriate corrective actions
    16. assess Internal Audit’s performance for the preceding year
    17. review and assess Management’s processes of monitoring compliance with laws and regulations
    18. 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
    19. 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
See Meetings and Seminars section for the attendance to the AuditCom meetings.
 
Audit Committee Charter
  1. Risk Management Committee​

    it 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: 
Member Designation
Artemio V. Panganiban Chairman
James L. Go Member
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 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
  1. 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 Member
    Jose Ma. K. Lim Member
    Napoleon L. Nazareno Member
    Pedro E. Roxas Member (Independent Director)

Rem&LD had 5 meetings in 2014 to discuss:
  1. results and corresponding merit increase for employee performance in the immediately past year 2013;
  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.

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 section for the attendance to the FinCom meetings.

Remuneration & LDCom Charter
 
  1. 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)
    John L. Gokongwei, Jr. Member
    David J. Nicol Non-Director
    Anabelle L. Chua Non-Director

    In its 12 meetings in 2014, 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.
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Finance Committee Charter