Audit, Risk Oversight, and Related Party Transactions Committee
Mr. Bienvenido S. Bautista
Chairman
Mr. Pierre Carlo C. Curay
Member
Mr. Jose Vicente C. Bengzon, III
Member
Mr. Vicente Julian A. Sarza
Member
Atty. Juan Arturo Iluminado C. De Castro
Member
Charter
Provide oversight functions over the internal audit department/unit, internal and external auditors, the Corporation’s Enterprise Management Framework system, as well as management’s activities in managing credit, market liquidity, operational, legal, and other risk exposures of the Corporation
Recommend approval of and oversee the implementation of the Internal Audit Charter (IA Charter).
Monitor and evaluate the adequacy and effectiveness of the Corporation’s internal control system and crisis management, integrity of financial reporting, security of physical and information assets, and develop a transparent financial management system.
Recommend the appointment and/or grounds for approval of an internal audit head or Chief Audit Executive (CAE).
Review and monitor management’s responsiveness to the Internal Auditor’s findings and recommendations and the disposition of the recommendations in the External Auditor’s management letter.
Prior to the commencement of audit, discuss with the External Auditor the nature, scope, and expenses of the audit.
Evaluate and determine the non-audit work, if any, of the External Auditor, and periodically review the non-audit fees paid to the External Auditor in relation to the total fees paid to him/her and to the corporation’s overall consultancy expenses.
Disallow any non-audit work that will conflict with duties as an External Auditor or may pose a threat to the auditor’s independence. The non-audit work, if allowed, should be disclosed in the Corporation’s Annual Report and Annual Corporate Governance Report.
Review and approve Interim and Annual Financial Statements before their submission to the Board.
Elevate to international standards the accounting and auditing processes, practices and methodologies, and develop the following in relation to this reform: (a) a definitive timetable within which the accounting system of the Corporation will be 100% International Accounting Standard (IAS) compliant; (b) an accountability statement that will specifically identify officers and/or personnel directly responsible for the accomplishment of such task.
Recommend to the Board the appointment, re-appointment, removal, and fees of the External Auditor duly accredited by the Commission, and provide an objective assurance on the manner by which the financial statements should be prepared and presented to the stockholders.
Develop, oversee and evaluate the implementation a formal enterprise risk management plan and revisit defined risk management strategy, look for emerging or changing material exposures, and stay abreast of significant developments that seriously impact the livelihood of harm or loss.
Review the Corporation’s risk appetite levels and risk tolerance limits based on changes and developments in the business, the regulatory framework, the external economic and business environment, and when major events occur that are considered to have major impacts on the Corporation; and advise the Board on risk appetite levels and risk tolerance limits.
Conduct regular discussions on the Corporation’s prioritized and residual risk exposures based on regular risk management reports and assess how the concerned units or offices are addressing and managing the risks.
Assess the probability of each identified risk becoming a reality, estimate its possible significant financial impact and likelihood of occurrence, and report to the Board the Company’s material risk exposures, actions taken to reduce the risks, and recommends further action or plans, as necessary.
Review and monitor all material related party transactions of the Corporation and subsequent changes in relationship with counterparties.
Evaluate on an ongoing basis existing relations between and among businesses and counterparties, and all material related party transactions.
Ensure that appropriate disclosure is made and/or information is provided to regulating and supervising authorities relating to the company’s related party exposures, and policies on conflicts of interest or potential conflicts of interest.
Report to the Board of Directors on a regular basis the status and aggregate exposures to each related party, as well as the total amount of exposures to all related parties.
Ensure that transactions with related parties, including write-off of exposures are subject to a periodic independent review or audit process.
Nominations, Remunerations and Corporate Governance Committee
Mr. Pierre Carlo C. Curay
Chairman
Mr. Bienvenido S. Bautista
Member
Ms. Stephanie Nicole S. Garcia
Member
Mr. Benjamin I. Sarmiento, Jr.
Member
Charter
Oversee the implementation of and develop the corporate governance framework and periodically review the said framework.
Propose, plan, and recommend continuing education/training programs for directors, and assignment of tasks/projects to board committees.
Adopt corporate governance policies and ensure that these are reviewed and updated regularly, and consistently implemented in form and substance.
Establish a formal and transparent procedure to develop a policy on executive remuneration and for determining and fixing the remuneration of directors and officers that is consistent with the corporation’s culture and strategy as well as the business environment in which it operates.
Provide oversight over remuneration of senior management and other key personnel ensuring that compensation is consistent with the corporation’s culture, strategy and control environment.
Designate amount of remuneration, which shall be in a sufficient level to attract and retain directors and officers who are needed to run the company successfully.
Develop a form on Full Business Interest Disclosure as part of the pre-employment requirements for all incoming officers, which, among others, compel all officers to declare under the penalty or perjury all their existing business interests or shareholdings that may directly or indirectly conflict in their performance of duties once hired.
Disallow any director to decide his or her own remuneration.
Provide in the corporation’s annual reports, information and proxy statements a clear, concise and understandable disclosure of compensation of its executive officers for the previous fiscal year and the ensuing year.
Review the Corporation’s existing Human Resources Development or Personnel Handbook, if any, 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 that must be periodically met in their respective posts.
Pre-screen and shortlist all candidates nominated to become a member of the board of directors in accordance with the following qualifications and disqualifications set forth in this Manual and the existing laws, rules, and regulations.
Determine the nomination and election process for the company’s directors.
Define the general profile of board members that the company may need and ensuring appropriate knowledge, competencies and expertise that complement the existing skills of the Board.
Consider the following guidelines in the determination of the number of directorships for the Board: (a) the nature of the business of the Corporations which he is a director; (b) age of the director; (c) number of directorships/active memberships and officerships in other corporations or organizations; and (d) possible conflict of interest.
Organization and Business Development Committee
Mr. Vicente Julian A. Sarza
Chairman
Mr. Bienvenido S. Bautista
Member
Mr. Ricardo Manuel M. Sarmiento
Member
Mr. Jose Vicente C. Bengzon, III
Member
Atty. Juan Arturo Iluminado C. De Castro
Member
Charter
Provide oversight functions over the internal audit department/unit, internal and external auditors, the Corporation’s Enterprise Management Framework system, as well as management’s activities in managing credit, market liquidity, operational, legal, and other risk exposures of the Corporation
Recommend approval of and oversee the implementation of the Internal Audit Charter (IA Charter).
Monitor and evaluate the adequacy and effectiveness of the Corporation’s internal control system and crisis management, integrity of financial reporting, security of physical and information assets, and develop a transparent financial management system.
Recommend the appointment and/or grounds for approval of an internal audit head or Chief Audit Executive (CAE).
Review and monitor management’s responsiveness to the Internal Auditor’s findings and recommendations and the disposition of the recommendations in the External Auditor’s management letter.
Prior to the commencement of audit, discuss with the External Auditor the nature, scope, and expenses of the audit.
Evaluate and determine the non-audit work, if any, of the External Auditor, and periodically review the non-audit fees paid to the External Auditor in relation to the total fees paid to him/her and to the corporation’s overall consultancy expenses.
Disallow any non-audit work that will conflict with duties as an External Auditor or may pose a threat to the auditor’s independence. The non-audit work, if allowed, should be disclosed in the Corporation’s Annual Report and Annual Corporate Governance Report.
Review and approve Interim and Annual Financial Statements before their submission to the Board.
Elevate to international standards the accounting and auditing processes, practices and methodologies, and develop the following in relation to this reform: (a) a definitive timetable within which the accounting system of the Corporation will be 100% International Accounting Standard (IAS) compliant; (b) an accountability statement that will specifically identify officers and/or personnel directly responsible for the accomplishment of such task.
Recommend to the Board the appointment, re-appointment, removal, and fees of the External Auditor duly accredited by the Commission, and provide an objective assurance on the manner by which the financial statements should be prepared and presented to the stockholders.
Develop, oversee and evaluate the implementation a formal enterprise risk management plan and revisit defined risk management strategy, look for emerging or changing material exposures, and stay abreast of significant developments that seriously impact the livelihood of harm or loss.
Review the Corporation’s risk appetite levels and risk tolerance limits based on changes and developments in the business, the regulatory framework, the external economic and business environment, and when major events occur that are considered to have major impacts on the Corporation; and advise the Board on risk appetite levels and risk tolerance limits.
Conduct regular discussions on the Corporation’s prioritized and residual risk exposures based on regular risk management reports and assess how the concerned units or offices are addressing and managing the risks.
Assess the probability of each identified risk becoming a reality, estimate its possible significant financial impact and likelihood of occurrence, and report to the Board the Company’s material risk exposures, actions taken to reduce the risks, and recommends further action or plans, as necessary.
Review and monitor all material related party transactions of the Corporation and subsequent changes in relationship with counterparties.
Evaluate on an ongoing basis existing relations between and among businesses and counterparties, and all material related party transactions.
Ensure that appropriate disclosure is made and/or information is provided to regulating and supervising authorities relating to the company’s related party exposures, and policies on conflicts of interest or potential conflicts of interest.
Report to the Board of Directors on a regular basis the status and aggregate exposures to each related party, as well as the total amount of exposures to all related parties.
Ensure that transactions with related parties, including write-off of exposures are subject to a periodic independent review or audit process.
Board of Directors
Jose Vicente C. Bengzon III
Chairman, Non-Executive Director
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Jose Vicente C. Bengzon III
Chairman, Non-Executive Director
Experience
President and CEO of Torres Trading Company, Inc.
Vice Chairman of Commtrend Construction Corp., Director and Treasurer of Inception Technology Philippines Corp., and Senior Adviser to the Board of Malayan Bank
Former Director of Rizal MicroBank, President of UPCC Holdings Corp., Board member of Philippine National Construction Corp., Director of Manila North Tollways Corp., South Luzon Tollways Corp., Century Peak Mining Corp., and Bermaz Auto Philippines, Inc.
Certified Public Accountant
MBA from Northwestern University Kellogg School of Management, and bachelor’s degree in commerce and economics from De La Salle University
Ricardo Manuel M. Sarmiento
Executive Director, President and Chief Executive Officer
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Ricardo Manuel M. Sarmiento
Executive Director, President and Chief Executive Officer
Experience
Responsible for the overall success of the organization with primary responsibilities in overseeing marketing and sourcing, sales and operations, research and development, human resources, information technology, and quality management functions
Member of the Upsilon Sigma Phi and Rotary Club of Manila and Youngs President’s Organization
Bachelor’s degree in tourism from the University of the Philippines, Diliman
Stephanie Nicole M. Sarmiento-Garcia
Chief Sustainability Officer, EVP and Managing Director
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Stephanie Nicole M. Sarmiento-Garcia
Chief Sustainability Officer, EVP and Managing Director
Experience
Oversees cash management, administration, and corporate services
Board member and former President of Philippine Association of Feed Millers Inc.
Bachelor’s degree in international hospitality management from Glion Institute of Higher Education (formerly known as Glion Hotels School)
Rogelio M. Sarmiento
Non-Executive Director
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Rogelio M. Sarmiento
Non-Executive Director
Experience
Former Chairman of the Board of Directors, President and CEO
Former President of L.S. Sarmiento & Co, Sarmiento Industries, Fortuna Mariculture Corporation, Sarphil Corporation, Philippine Association of Feed Millers, and Vice President of the Philippine Chamber of Commerce
Former member of the Interim Batasang Pambansa, Minister of Transportation and Communications, Deputy Director General of the National Economic and Development Authority, and Member of the House of Representatives for First District Davao del Norte
MBA from Santa Clara University, bachelor’s degree from University of San Francisco in California, USA
Benjamin I. Sarmiento, Jr.
Non-Executive Director
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Benjamin I. Sarmiento, Jr.
Non-Executive Director
Experience
CEO of Sarmiento Pacific Holdings and Equities (formerly Pacific Equities, Inc.), and Sarmiento Pacific Agribusiness
Director of M3 Ventures International Inc., Ultra-Seer Inc., Hillsdale Marketing Inc., Specialized Products & Services Inc., Escotek Inc., and Diversified Industrial Technology Inc.
Bachelor’s degree in economics from University of San Francisco in California, USA
Lorenzo Vito M. Sarmiento III
Non-Executive Director
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Lorenzo Vito M. Sarmiento III
Non-Executive Director
Experience
President of Lockbox Storage Inc.
Former Chairman of Emphasys Process Corporation, and President of Medityre, and Speed Space Systems
Co-founder and COO of Advanced Environmental Soil Solutions Inc., Co-founder of South Super Sports
Co- founder of Island Data Center
Co- founder of True Spec Golf Philippines
Former Team Manager under contract with the Philippine Football Federation, and Creative Director of Speed HKG
Bachelor’s degree in business administration with focus on marketing and international business from University of San Francisco, and various courses in international studies at the Richmond College in London, England and network engineering at Heald College in California, USA
Juan Arturo Iluminado C. de Castro
Non-Executive Director
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Juan Arturo Iluminado C. de Castro
Non-Executive Director
Experience
Managing partner of the De Castro & Cagampang-De Castro Law Firm, with extensive experience in corporate rehabilitation
Assistant Professorial Lecturer at the De La Salle University College of Law
Author of the Philippine Energy Law: The Philippine Electric Power Industry: Deciphering the Unique Dynamics of Energy Law, Policy, and Development in a Developing Country (2012)
Master of Laws (LL.M.) and Doctorate in the Science of Law (J.S.D.) from the University of California Berkeley School of Law, and Bachelor of Laws from the University of Philippines College of Law
Vicente Julian A. Sarza
Independent Director
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Vicente Julian A. Sarza
Independent Director
Experience
Independent Director of HC Consumer Finance Philippines, Inc. (Home Credit) and AIB Money Market Mutual Fund, Inc.
Consultant of Mabuhay Capital where he was Former Director and COO
Former Senior Vice President Head of Institutional Banking of Asia United Bank, Principal of Advisory Services in KPMG Philippines, and President and COO of United Coconut Planters Bank (UCPB) Savings Bank
Former Chief Privatization Officer, and Director and Chairman of the Technical Committee Privatization Office and Special Concerns for the Department of Finance where he was involved in the successful privatization of Maynilad, International School, Philippine Telecommunications Investment Corp., Energy Development Corp., and lloilo Airport
Bachelor’s degree in economics from the Ateneo De Manila University
Pierre Carlo C. Curay
Independent Director
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Pierre Carlo C. Curay
Independent Director
Experience
Co-Founder and CEO of Insight and Supply Chain Solutions, and Director and Vice President for Strategic Solutions of XVC Logistics
President of Supply Chain Management Association of the Philippines, Co-Chair for Supply Chain Management of the Committee on Transport and Logistics of Philippine Chamber of Commerce and Industry.
Technical Consultant for the Regulatory Reform Support Program for National Development of the University of the Philippines Public Administration and Extension Services Foundation, Inc.
Mentor at the ASEAN Mentorship for Entrepreneurs Network, the Department of Trade and Industry, and the Department of Agriculture Go Negosyo
Bachelor’s degree in management information systems, information technology from the Ateneo de Manila University, and training programs on logistics management and qualifications systems from the Association of the Overseas Technical Scholarships in Japan and the Entrepreneurship Acceleration Program at The Wharton School.
Bienvenido S. Bautista
Independent Director
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Bienvenido S. Bautista
Independent Director
Experience
Lead Independent Director, Chair Audit committee, Chair Corporate Governance, Chair Related Party Transactions, Robinson’s Land Corporation
Director and Consultant to the Chair, Mega Sardines Philippines; Chair, Organization and Business
Development Committee
Director and Auditor, Makati YMCA Inc.
Director, Philippine Cancer Society, Inc.
President of Ateneo ‘63’67 Luxid Foundation Inc.
President of The Ayala Pineridge Condominium Corporation (Baguio) (Homeowners Association)
Fellow and Former Trustee, Institute of Corporate Directors (FICD); Former Chair of Fellows Committee; Member of the Audit Committee, currently member of the teaching faculty of the ICD
Former President and CEO, Philippine International Trading Company, Pharma (Under the DTI)
Former Executive Vice President and Managing Director, Universal Robina Corporation (Philippines and Indonesia)
Former Vice President and Area Director, Kraft Foods Inc. South/Southeast Asia (16 Countries)
Former President, San Miguel Beer Brewing Group, Philippines
Former President, San Miguel Food Group of Companies:
1) San Miguel Foods/Magnolia Chicken - Poultry Division
2) B-MEG Feeds - Feeds & Livestock Division
3) San Miguel Campo Carne
4) Philippine Dairy Products Corporation
5) Monterey Farms
6) San Miguel Instafoods Corporation
7) San Miguel Agribusiness/Exports (Aqua Business)
Former President, Kraft General Foods Philippines
Former President and General Manager, Warner Lambert Indonesia
Former Independent Director, Goldilocks Bakeshop Inc.
Former Independent Director and Chair, Domino’s Pizza Inc.
Vice President, Corporate Quality and Technical Services Director
Ms. Carina Lourdes M. Fabian
Vice President, Special Projects Director
Mr. Xerxes Noel O. Ordanez
Corporate Audit Manager
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