|Vicente J.A. Sarza||Chairman|
|Manuel D. Escueta||Member|
|Jose Vicente C. Bengzon, III||Member|
|Benjamin I. Sarmiento, Jr.||Member|
|Lorenzo Vito M. Sarmiento, III||Member|
|Juan Arturo Iluminado C. de Castro||Member|
|Levi F. Diestro||Member|
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.