The Executive Committee manages the day-to-day operations of the Corporation.
|Board of Directors|
|Chairman||Valentino C. Sy|
|Director||Edmundo Marco P. Bunyi, Jr.|
|Director||Ignacio B. Gimenez|
|Director||Roberto Z. Lorayes|
|Director||Willy N. Ocier|
|Director||Joseph Liao Ong|
|Director||Wilson L. Sy|
|Independent Director||Antonio R. Samson|
|Independent Director||Gregorio T. Yu|
The Audit Committee
The Audit Committee has the following duties and responsibilities:
- Assist the Board in the performance of its oversight responsibility for the financial reporting process, system of internal control, audit process, and monitoring of compliance with applicable laws, rules and regulations.
- Provide oversight over Management’s activities in managing credit, market, liquidity, operational, legal and other risks of the Corporation; This function shall include regular receipt from Management of Information on risk exposures and risk management activities.
- Perform oversight functions over the Corporation’s Internal and External Auditors; it should ensure that the Internal and External Auditors act independently from each other, and that both auditors are given unrestricted access to all records, properties and personnel to enable them to perform their respective audit functions;
- Review the annual internal audit plan to ensure its conformity with the objectives of the Corporation. The plan shall include the audit scope, resources and budget necessary to implement it.
- Prior to the commencement of audit, discuss with the External Auditor the nature, scope and expenses of the audit, and ensure proper coordination if more than one audit firm is involved in the activity to secure proper coverage and minimize duplication of efforts.
- Organize an internal audit department, and consider the appointment of an independent internal auditor and the terms and conditions of its engagement and removal.
- Monitor and evaluate the adequacy and effectiveness of the Corporation’s internal control system, including financial reporting control and information technology security.
- Review the reports submitted by the Internal and External Auditors.
- Review the quarterly, half-year and annual financial statements before their submission to the Board, with particular focus on the following matters:
- Coordinate, monitor and facilitate compliance with laws, rules and regulations.
- Evaluate and determine the non-audit work, if any, of the External Auditor in relation to their significance to the total annual income of the External Auditor and to the Corporation’s overall consultancy expenses. The Committee shall disallow any non-audit work that will conflict with his duties as an External Auditor or may pose a threat to his independence. The non-audit work, if allowed, should be disclosed in the Corporation’s annual report.
- Establish and identify the reporting line of the Internal Auditor to enable him to properly fulfill his duties and responsibilities.
- The Audit Committee shall ensure that, in the performance of the work of the Internal Auditor, he shall be from interference by outside parties.
|Chairman (ID)||Gregorio T. Yu|
|Member (ED)||Edmundo Marco P. Bunyi, Jr.|
|Member (ID)||Antonio R. Samson|
The Nomination Committee has the following duties and responsibilities:
- Pre-screen and shortlist all candidates nominated to become a member of the Board of Directors in accordance with the qualifications and disqualifications under the Corporation Code, the Securities Regulation Code, this Manual and pertinent rules and regulations, as well as those qualifications and disqualifications set by the Board;
- Re-define the role, duties and responsibilities of the Chief Executive Officer by integrating the dynamic requirements of the business as a going concern and future expansionary prospects within the realm of good corporate governance.
|Chairman (ED)||Roberto Z. Lorayes|
|Member (ID)||Gregorio T. Yu|
|Member (ED)||Joseph L. Ong|
The Remuneration Committee
The Remuneration Committee has the following duties and responsibilities:
- Establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of corporation officers and directors, and provide oversight over remuneration of senior management and other key personnel to ensure that the compensation levels are consistent with the Corporation’s culture, strategy and control environment.
- Determine the amount of remuneration for the Corporation’s directors and officers, which shall be in a sufficient level to attract and retain personnel who are needed to run the Corporation successfully.
- Insure that all incoming officers and directors disclose fully their existing business interests or shareholdings that may directly or indirectly conflict with the performance of their intended duties and responsibilities, under the penalty of perjury.
- Disallow any director to decide his or her own remuneration.
- Provide Management with a clear, concise and understandable disclosure of the compensation of the Corporation’s directors and top four (4) management officers for the previous fiscal year and the current year, which shall be incorporated in the Corporation’s annual reports, information and proxy statements, and
- Review the existing Human Resource Development or Personnel Handbook or its equivalent, to strengthen provisions on conflict of interest, salaries and benefits policies, promotion and career advancement directives and compliance of personnel concerned with all statutory requirements. In the absence of such Personnel Handbook or its equivalent, the Committee, in coordination with the Human Resources Department, shall develop such a handbook which shall cover the same parameters of governance stated above.
|Chairman||Joseph L. Ong|
|Member (ED)||Antonio R. Samson|
|Member (ID)||Gregorio T. Yu|
|Member (ED)||Roberto Z. Lorayes|
|Member (ED)||Valentino C. Sy|
The Risk Committee
The Risk Committee is established for the purpose of assisting the Board in overseeing the Corporation’s practices and processes relating to risk assessment and risk management; maintaining an appropriate risk culture, reporting of financial and business risks and associated internal controls.
The Risk Committee assists the Board in providing framework to identify, assess, monitor and manage the risks associated with the Corporation’s business. It helps the Board to adopt practices designed to identify significant areas of business and financial risks and to effectively manage those risks in accordance with Corporation’s risk profile.
The Risk Committee has the following duties and responsibilities:
- Oversee the Corporation’s risk management function.
- Develop a formal risk management policy that guides the Corporation’s risk management and compliance processes and procedures.
- Annually review the Corporation’s approaches to risk management and recommends to the Board changes or improvements to key elements of its processes and procedures.